L.E.P.H.C. Constitution and By-Laws

Constitution and By-Laws of the Lake Erie Paint Horse Club

Article I.

Name, Purpose, Location and Corporate Seal

Section 1. Name. This organization shall be named the Lake Erie Paint Horse Club. The official abbreviation shall be L.E.P.H.C.

Section 2. Purpose. The L.E.P.H.C. shall at all times be operated and conducted as a non-profit association in accordance with the laws of the state of New York. The purposes of the L.E.P.H.C. are as follows:
A. To promote and stimulate interest in the Paint Horse by encouraging Paint breeding for conformation and ability;
B. To promote the Paint Horse as a breed;
C. To promote the Paint Horse through horse shows, pleasure and trail riding, racing and all other activities of the same nature;
D. To promote good horsemanship and good sportsmanship;
E. To educate the public about the qualities of the Paint Horse and of the American Paint Horse Association; and
F. To encourage membership in both regional and national levels.
G. To encourage youth participation and membership, to promote good sportsmanship, horsemanship, and equine education to the youth of our club and the youth that attend any LEPHC function.

Section 3. Location. The L.E.P.H.C. shall include the following area:
1. Cattaraugus county
2. Chautauqua county
3. Alleghany county
4. Erie county
5. Wyoming county
6. Genesee county
7. Orleans county
8. Niagara county
But its members may be residents of any state. The principle office of the club shall be the address of the duly elected secretary, but business of the Club may be conducted at any location established by the Board of Directors.

Section 4. Corporate Seal. The seal of the corporation shall be maintained in the custody of the Club secretary or other designated officer.

Article II.

Members

Section 1. Membership - Membership shall be open to all persons who subscribe to the aims of the Club, abide by the by-laws, rules and regulations of the Club, and assist in furthering the aims and objectives of the Club. Membership shall be in accordance with the rules and regulations as adopted by the Board of Directors. Membership may be on an individual, business, corporate or family basis. Only individual and family membership may include children and will be allotted one vote per membership. Family membership being defined as one (1) adult, a married couple, or a co-habitating couple, and any children of, regardless of child's residence. Children being defined as 18 years of age and under as of January 1 of the current year, and either biological, adopted, foster, step, or custodial.

Section 2. Rights - All members shall have equal rights, interest and responsibility with respect to the Club and its property. There shall be no shares of stock issued to any member. In all matters governed by the vote of the members each membership in good standing as of October 1st of the fiscal year shall be entitled to vote as established by the Board of Directors.

Section 3. Quorum - No less than five members (in good standing) of the Club shall constitute a quorum for business purposes at a membership meeting. Except as provided elsewhere in the by-laws, a simple majority vote of the members present at any meeting of the membership shall be sufficient to approve any matter brought before the membership for action. No business shall be conducted without a quorum being present with the exception of adjourning the meeting until a quorum shall be present. Absentee or vote by proxy will not be allowed at any annual or special membership meeting.

Section 4. Annual Meeting - There shall be an annual meeting of the membership on the first Tuesday of December at a time and place established by the Board of Directors. In the case of inclement weather it is the responsibility of the general membership to call a Board of Director to see if the meeting will be postponed to the following Tuesday. Postponement will be determined by a majority vote of the Board of Directors by 5 p.m. the day of the meeting. All members in good standing shall receive written notice of the meeting, to include date, time, place and agenda, a minimum of 30 days in advance of the meeting. Membership meeting shall be governed by Roberts’ Rules of Order, which is the following;
1. Call to order
2. Introduction of new members and guests
3. Reading of minutes
4. Treasurers report
5. Communications
6. Officers report
7. Committee reports
8. Old and unfinished business
9. New business
10. Adjournment

Special membership meetings may be called by the President or by a majority of the Board of Directors if deemed necessary and provided all members have been notified in writing as stated above. Also, a member may request a special meeting by serving written notice on the Board of Directors stating the reason for, and importance of their request for same. When a special meeting is called no business other than that specified in the notice shall be conducted without the majority consent of the members present.

Article III.

Board of Directors

Section 1. Members - The Board of Directors shall be consisted of the elected officers of the Club and two (2) directors.

Section 2. Power and authority of the Board. The business and property of the L.E.P.H.C. shall be controlled and managed by the Board of Directors. The Board of Directors shall have the power and authority to adopt, amend, repeal and enforce such rules and regulations (not contrary to the laws of the State or the Certificate of Incorporation or these by-laws) as they may deem expedient concerning the:
A. Conduct, management and activities of the L.E.P.H.C.;
B. Removal or suspension of officers and directors;
C. Admission, classification, qualification, suspension and expulsion of members;
D. Fixing and collecting of dues and fees;
E. Expenditure of monies;
F. Auditing of books and records;
G. Awarding of year-end awards and recognition;
H. Conducting of shows, contests, exhibition, races, sales and social functions and other details relating to the general purposes of the L.E.P.H.C.; and
I. Establishing standing and/or special committees.

Section 3. Board of Directors meetings. The Board of Directors shall meet regularly and at the call of the President or majority of Board members. Absentee or vote by proxy will not be allowed at any regular or special board meeting. A majority of the Board of Directors shall constitute a quorum for the purpose of conducting business. No business shall be conducted without a quorum present with exception of adjourning until a quorum is present. A simple majority vote of the Board members shall be sufficient to approve any matter brought before the Board for action. Board of Directors meeting shall be governed by Roberts’ Rules of Order.

Article IV.

Officers and Duties

Section 1. Officers - The officers of the L.E.P.H.C. shall be the President, Vice President, Secretary, and Treasurer and such other Officers as may be authorized by the Board of Directors.

Section 2. Duties.
A. President: The President of the L.E.P.H.C. shall be the chief executive officer and shall preside at all meetings of the Board of Directors and the general membership. Shall perform all such other duties and responsibilities as may be assigned by the Board of Directors.

B. Vice President: The Vice President shall preside at meetings of the Board of Directors and general membership in the absence of the President. Shall perform all such other duties and responsibilities as assigned by the President of the Board of Directors.

C. Secretary: The Secretary records minutes of all Board of Director and general membership meetings of the L.E.P.H.C. and member attendance at such meetings. Shall perform all such other duties and responsibilities as assigned by the President or Board of Directors. Submit all official reports as required.

D. Treasurer: The Treasurer shall collect, deposit and disperse monies of the L.E.P.H.C. as prescribed by the Board of Directors. Shall prepare and review the annual financial report and budget of estimated income and expenditures for the coming year and forward to all members in good standing. Shall perform all such other duties and responsibilities as assigned by the President or Board of Directors.

E. Office of the Secretary and Treasurer may be combined.

Section 3. Vacancies - All vacancies in the offices or directors of the L.E.P.H.C. shall be filled by the Board of Directors for the unexpired term and those appointed shall serve until the election and acceptance of their duly qualified successors. If the office involved is the President, the Vice President shall automatically succeed to the Presidency and the vacancy to be filled shall be that of the Vice President.

Article V.

Election of Officers and Directors

Section 1. Nomination. The President shall appoint a nominating committee two (2) months prior to the annual membership meeting. The Nominating Committee Chairman shall prepare and present a slate of nominees for each office and director positions to be elected to the Board of Directors for approval one (1) month prior to the annual membership meeting.

Section 2. Election. The election of officers and directors will be conducted by mail-in ballot. The secretary will mail ballots out to members no later than three weeks prior to the annual membership meeting. Returned ballots will be counted by the secretary and verified for authenticity and accuracy by the Board at the annual membership meeting. Only adult members in good standing will be permitted to vote.

A. The nominee receiving a simple majority of votes shall be elected.

B. Results of the election shall be forwarded to the A.P.H.A. office within fourteen (14) days of the election.

Section 3. Term of Office - All officers shall serve for a term of one (1) year or until their successor is duly elected and qualified. Official duties shall be assumed at January 1 of the fiscal year. Nomination and election to successive terms of office is permitted.

Section 4. Nomination qualifications. Members nominated for officer positions must meet the following requirements:

A. Be a L.E.P.H.C. member at least six (6) months during the current year prior to nomination.

B. Attended at least three (3) L.E.P.H.C. sanctioned events (meetings, trail rides, social events) during the current year prior to nomination.

C. During the current year must have participated in at least one (1) L.E.P.H.C. show as either:

(1) an entrant in a class
(2) a member of the show committee
(3) a “working helper” designated by the show committee to assist in some capacity at a show

D. An exception to policy or waiver to one (1) of the afore named requirements A, B or C, may be made only by a unanimous vote of the board of directors for extenuating circumstances.

Article VI.

Amendments

Section 1. Amendments - These By-laws of the L.E.P.H.C. may be amended at next membership meeting or revised by vote of quorum at the Boards discretion.

A. Procedure: Amendment proposals to be posted in the monthly newsletter for those unable to attend meeting.

B. Next meeting proposal will be voted upon by quorum.

Article VII.

Misconduct Charges

Section 1. Cause for Action - Any member charged with conduct unbecoming a member of the L.E.P.H.C. and/or other actions prejudicial to the best interests of the L.E.P.H.C. may be subject to disciplinary action after due and proper hearing as herein after defined.

Section 2. Procedure - Any and all charges brought against a member must be submitted to the Board of Directors in writing and a specific request be made that action on same be taken.

Section 3. Validation of Charges -- Any and all charges brought against a member will be first reviewed by the Board of Directors. If the charges so brought warrant further action, the member bringing such charges shall be required to post a bond in the amount of fifty dollars ($50.00). Said bond to be returned only if the charges so brought are sustained. Upon compliance with above the President shall appoint a committee for investigation, report and recommendation before further action is taken.

Section 4. Due and Proper Hearing - The Board of Directors shall serve written notice on the accused member at least ten (10) days prior to the date of the proposed hearing. Said notice shall state the name of the member initiating the action. The charges of the accuser shall be required to present evidence in support of the charges; and the accused shall be given equal opportunity to offer evidence refuting such charges. It is mandatory both parties to the action be present at the hearing. Only one hearing shall be held. Both parties to be notified of the hearing date and time by Certified Mail.

Section 5. Action by the Board of Directors - When all evidence has been submitted and the committees report on recommendations reviewed, the Board of Directors shall, within five (5) days decide whether or not such charges are sustained and what action, if any, shall be taken. A copy of their decision shall be mailed to both parties within five (5) days of such decision.

Section 6. Consequences of Expulsion - Any person whose membership has been terminated in any manner shall forfeit any and all right to and interest in any funds or property belonging to L.E.P.H.C. and all rights to use its name, emblem, or other insignia. Any member suspended or expelled from the American Paint Horse Association (A.P.H.A.). is automatically suspended or expelled from L.E.P.H.C.

Article VIII.

Indemnification

Section 1. Amendments. Each officer, director and committee member of the L.E.P.H.C. shall be indemnified by the L.E.P.H.C. against all costs, expenses and liabilities reasonably incurred by him/her in connection with/or resulting from any action, suit or proceeding to which he/she may be made a party by reason of his or her being or having been a director, officer or committee member of the club, except in relation to matters which shall have been occasioned by the willful misconduct or dishonesty of such officer, director or committee member. The forgoing right indemnification shall cover amounts paid in settlement of any such action, suit or proceeding when such settlement appears to be in the interest in the club. The foregoing rights shall be in addition to any other rights to which such officer, director or committee member may be entitled as a matter of law.

Article IX.

Dissolution

Section 1. Dissolution - Upon the dissolution of the corporation, The Board of Directors, shall, after paying or making provision for the payment of all the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation such manner, or to such organization or organizations organized and operated exclusively for agricultural purposes as shall at the time qualify as exempt organization or organizations under Section 501.C (5) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law), as the Board of Directors shall determine. The American Paint Horse Association, Fort Worth, Texas is to be given first consideration.

By-laws adopted__February 11, 1997___

Amended Articles(s)_Article II____Section(s)___3______Date:__September 3, 1997____
Article II____Section(s)___2______
Article V____Section(s)_1, 2, 3____
Article VII___Section(s)___3______
Article X____Section(s)___2, 3____Date:__January 9, 1999______
Article V____Section(s)___1______Date:__October 7, 2000______
Article II____Section(s)___3______Date:__August 7, 2001_______
Article V____Section(s)___4______Date:__April 2, 2002________
Article II____Section(s)___1,4______Date:__August 5, 2003_______

President__________________________________ Vice President__________________________

Secretary__________________________________ Treasurer_____________________________

Directors___________________________________ ____________________________________

Article XI_____Section(s)____1,2,3__Date:__August 5, 2003________

President__________________________________ Vice President__________________________

Secretary__________________________________ Treasurer_____________________________

Directors___________________________________ ____________________________________

Article I______Section 2____G.___Date:___June 1, 2004___________

Article X.

Miscellaneous

Section 1. All members will abide by A.P.H.A. rules and regulations as well as L.E.P.H.C.’s By-laws, rules and regulations.

Section 2. General Club Rules shall be published separately from these Bylaws.

Section 3. The rules governing the fairness and conduct of the competition at L.E.P.H.C. horse shows, the safety of contestants and horses and the definition of show events shall be referred to as the “Official Show Rules”, which shall be published separately from these Bylaws but shall have the weight and legal effect of Bylaws of the L.E.P.H.C., provided, however, that in the event of a conflict between a Bylaw and a Rule, the Bylaw shall prevail.

Article XI.

Committees

Section 1. The L.E.P.H.C. shall maintain the following Standing Committees:
A. Trail Riding Committee
1. Consisting of at least three (3) eligible L.E.P.H.C. members.
B. Horse Show Committee
1. Consisting of at least 5 eligible L.E.P.H.C. members.

Section 2. The L.E.P.H.C. may also have Select Committees, appointed for a special purpose, for a certain period of time as may be needed.

Section 3. Committee Rules and Regulations: Committee membership shall be on a voluntary basis, open to any L.E.P.H.C. member, in good standing, with the approval of the Board of Directors, and regardless of any other official or elected office. The President shall elect one person to act as the committee chair. The Committee Chairperson is responsible for reporting to the Board of Directors, and the general membership. In the absence of the appointed chairperson, another member of the committee may be appointed as acting chairperson. Committees must have a majority of the members present for a quorum to be met, and decisions to be made. All members of the committees shall have equal voting rights. Committees shall meet on a regular basis, but no less that quarterly.

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