Revised January 14, 2012
ARTICLE I. TITLE AND OBJECTIVES
- Section 1. Title. This organization shall be known as the Yellowstone Reining Horse Association.
- Section 2. Objectives:
- To promote the development of reining by sponsoring shows which provide the opportunity to show reining horses and by sponsoring other events which offer training and instruction designed to enhance the skills of horses and riders.
- To encourage participation in shows and other events by riders of all levels of experience.
- To promote a spirit of cooperation and collegiality among all of the members of our reining community.
ARTICLE II. GOVERANCE
- Section 1. The governing body of this organization shall be a Board of Directors consisting of the following officers: President, Vice President, Secretary, Treasurer, Immediate Past President and six (6) Directors.
- Section 2. All officers and directors shall be elected for two-year terms with terms of the directors staggered. Six (6) directors [four (4) officers and two (2) directors] shall be elected for terms starting on even numbered years, and five (5) directors shall be elected for terms starting on odd numbered years.
- Section 3. There shall be no limitation of the number of terms which officers and directors are allowed to serve.
- Section 4. An Executive Director, a non-voting position, shall be appointed by the President and approved by the Board of Directors for a two-year term and shall serve at the discretion of the Board of Directors.
ARTICLE III. ELECTION OF OFFICERS
- Section 1. Nominations for officers and directors due for election shall be submitted by a committee appointed by the President from members of the Board of Directors. This Nomination Committee will submit to the President not less than sixty (60) days prior to the annual meeting a list of persons able and willing to stand for the positions due for election.
- Section 2. At the written request of six (6) members, the name of any other candidate may be placed in nomination and notice shall be immediately given to the membership provided said written request is placed in the hands of the Secretary not less than forty-five (45) days before the annual election.
- Section 3. Each membership in good standing shall be entitled to one (1) vote at the annual meeting or by absentee ballot. No proxy voting will be allowed.
ARTICLE IV. DUTIES OF OFFICERS
- Section 1. The President shall:
- Preside at all meetings of the Association.
- Appoint all special and standing committee chairpersons and conduct the business of the Association in accordance with the by-laws and rules and regulations.
- Be an ex officio member of all committees.
- Serve as Chairman of the Board of Directors and manage the affairs of the Association.
The President may sign, with the Secretary or any other proper officer of the Association there unto authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these by-laws to some other officer or agent of the Association or shall be required by law to be otherwise signed or executed, and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
- Section 2. The Vice President shall perform all of the duties of the President in case of the President’s absence or disability.
- Section 3 . The Secretary shall:
- Keep the minutes of the proceedings of the members and the Board of Directors in one or more books provided for that purpose.
- See that all notices are duly given in accordance with the provisions of these by-laws or as required by law.
- Be custodian of the Association records.
- Keep a register of the post office address of each member, which address shall be furnished to the Secretary by such member.
- Attend to all correspondence and present to the Board of Directors at its meetings all communications received.
- In general, perform all duties incident to the office of Secretary and such other duties as may be assigned by the President or the Board of Directors.
- Section 4. The Treasurer shall:
- Have charge and custody of and be responsible for all funds and securities of the Association.
- Receive and give receipts of monies due and payable to the Association from any source whatsoever and deposit all such monies in the name of the Association in such banks, trust companies or other depositories that shall be selected in accordance with the provisions of these by-laws.
- Keep accurate books of account of the Association’s business and transactions which shall be subject to an annual audit by the audit committee.
- Render a report in a format defined by the Board of Directors of the condition of the finances of the Association at each Board of Directors meeting and at such other times as required and shall make a full financial report to the annual membership meeting.
- In general perform all the duties incident to the office of Treasurer and such other duties as may be assigned by the President or the Board of Directors.
- Section 5. Removal. Any officer or director may be removed by a majority vote of the Board of Directors whenever in its judgment the best interests of the Association would be served thereby.
- Section 6. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
ARTICLE V. DUTIES OF THE BOARD OF DIRECTORS
- Section 1. The Board of Directors shall have general charge of the affairs, finances and property of the Association to which they shall report at the annual meeting.
- Section 2. The Board of Directors shall be empowered to fill vacancies occurring in said board. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors. A director elected to fill a vacancy shall be elected for the unexpired portion of the predecessor’s term in office.
- Section 3. The Board of Directors shall hold regular meetings at such time and place as they shall determine. Special meetings of the Board of Directors may be called by or at the request of the President. The person or persons authorized to call special meetings of the Board of Directors may fix any place either within or without the state of Montana as the place for holding any special meeting of the Board of Directors called by them. Notice of any special meeting shall be given at least two (2) days previous thereto by written notice delivered personally or mailed to each director or by e-mail or by telephone conversation. Any director may waive notice of any meeting. The attendance of the director at a meeting shall constitute a waiver of notice of such meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. A quorum of the Board of Directors shall consist of seven (7) members thereof and a majority of such quorum shall decide upon any question that may come before the meeting. Meetings of the board of directors may be conducted in person or by telephone conference call or by other electronic means including online computer meetings. Votes on issues that arise between board meetings may be taken by telephone or by email or other electronic means.
- Section 4. Initial approval and adoption of by-laws by a two-thirds (2/3) majority vote of the entire Board of Directors.
- Section 5. Upon dissolution, assets will be distributed to another non-profit organization voted on by the Board of Directors at that time.
ARTICLE VI. MEETINGS OF MEMBERS
- Section 1. The annual meeting of the Association shall be at a time and place designated by the Board of Directors. Notice will be given to each member at least thirty (30) days prior to the meeting.
- Section 2. Special meetings of the members may be called by the Board of Directors to be held at a time and place designated by the Board of Directors. Notice will be given by mail to each member at least ten (10) days prior to such meeting or via email ten (10) days prior to meeting.
- Section 3. At any meeting of the members held in accordance with the foregoing provisions as to notice, the members attending such meeting shall constitute a quorum.
ARTICLE VII. MEMBERSHIP
- Section 1. Any individual interested in reining horses may become a member of the Association.
- Section 2. Members shall be admitted and retained in accordance with the by-laws and rules and regulations of the Yellowstone Reining Horse Association.
- Section 3. Each member shall pay annual membership dues set by the Board of Directors. Said dues are payable at the commencement of the Association’s fiscal year which runs from January 1 through December 31. Each membership shall be entitled to one (1) vote. The types of membership shall be:
- Individual - One (1) person.
- Family - Husband, wife and children who are 18 years old or younger as of January 1 of the year in which the membership is purchased.
- Joint - For partnership, corporate or other form of joint horse ownership (as listed on registration papers). If any of the persons involved in the joint ownership wishes to compete, each of said persons must have an Individual or Family Membership in addition to the Joint Membership.
- Section 4. All money paid to the Yellowstone Reining Horse Association shall be U.S. funds.
ARTICLE VIII. FINANCIAL
- Section 1. The Association will maintain a reserve fund equal to the average obligation of the annual YRHA show circuit, to be reviewed each year by the Board of Directors.
- Section 2. The reserve fund and any interest or dividends cannot be drawn upon or dispersed for any purpose other than reinvestment without the consent of two-thirds (2/3) majority vote of the entire Board of Directors.
- Section 3. Upon dissolution of the Association, the reserve fund and all other assets will be distributed to another non-profit organization voted on by the entire Board of Directors at that time.
ARTICLE IX. AMENDMENTS
Amendments to the by-laws must be presented to the Secretary at least sixty (60) days prior to the annual meeting and written notice of the proposed amendments shall be distributed to the membership by mail at least thirty (30) days prior to the annual meeting. These amendments will be considered and voted on at the annual meeting and must be passed by a majority of the members voting in person.
ARTICLE X. RULES AND REGULATIONS
- Section 1. Rules and Regulations of the Yellowstone Reining Horse Association shall be formulated by the Board of Directors and shall consist of items deemed necessary to the normal conduct of the business of the Association which are not specifically designated in the Association by-laws.
- Section 2. Such Rules and Regulations may be adopted or rescinded by a majority vote of the Board of Directors at any meeting held under the conditions enumerated in Article V, Section 3.