Bylaws

Empire State Arabian Horse Association

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ESAHA Bylaws

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	BYLAWS TABLE OF CONTENTS
Article I Purpose	Article II Membership	Article III Meetings
Article IV Board of Directors	Article V Committees	Article VI Officers
Article VII Indemnity	Article VIII Fiscal Year	Article IX Amendments
	Article X Procedure

Empire State Arabian Horse Association, Inc. (ESAHA)
By-laws as of January 2002

ARTICLE I - PURPOSE

The objects and purposes for which this organization is formed are: to establish friendly communications and dealings among its members and the exchange of ideas; to aid and encourage the breeding, exhibiting, use and perpetuation of the Arabian, Half-Arabian and Anglo-Arabian horse; to cooperate with all local, state and national organizations in the attainment of these objectives; to do any and all lawful things within the meaning of the Membership Corporations Law of the state of New York to effectuate such purposes; and to recognize member achievement.

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ARTICLE II - MEMBERSHIP

Section 1. The membership of the Association shall consist of the following classifications:

          1) INDIVIDUAL MEMBERSHIP - This voting membership is for individuals eighteen (18) years old and older who subscribe for membership in the International Arabian Horse Association, Inc. (IAHA) through ESAHA. Individual members may participate in all activities and programs of ESAHA and are entitled to hold office.

          2) AFFILIATE MEMBERSHIP - This non-voting membership is for individuals eighteen (18) years old and older who are members of IAHA through another club. Affiliate members may participate in the activities and programs of ESAHA, but may not hold office or serve as Region 16 delegates.

          3) ASSOCIATE MEMBERSHIP - This non-voting membership is for individuals eighteen (18) years old and older who do not wish to be members of IAHA, but are interested in the breeding, showing or promotion thereof. Those persons who subscribe for membership in this classification shall not be entitled to membership in IAHA through ESAHA. An Associate member may participate in the activities and programs of ESAHA, but may not hold office, serve as a Region 16 delegate or chair a committee.

          4) YOUTH MEMBERSHIP - This non-voting membership is for individuals under the age of eighteen (18) years as of December 1 of the previous calendar year. A Youth member is entitled to all benefits of IAHA and ESAHA except the ability to be a delegate to the Annual IAHA Convention. Youth members may participate in all activities and programs of ESAHA, but may not hold office or chair committees.

Section 2. A member may be suspended or expelled for conduct prejudicial to the best interests of the Association or for violation of any of the By-laws or provisions of the Certificate of Incorporation of the Association. Suspension or expulsion of a member shall be by a two-thirds vote of the entire Board of Directors, provided that a statement of the charges shall have been mailed by registered mail to the member at his last recorded address at least fifteen (15) days before final action is to be taken thereon. This statement of charges shall be accompanied by a notice of the time when and place where the Board of Directors is to take place.

Section 3. The membership year shall be from the first day of January to the last day of December.

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ARTICLE III - MEETINGS

Section 1. The Annual meeting of members for the election of Officers and Directors and the transaction of other business shall be held on either the third or fourth weekend of October within the State of New York as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Special meetings of the members, for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation may be called by the President or by three members of the Board of Directors and shall be called by the Secretary at the request, in writing of twenty-five (25%) per cent of the members who may, in writing demand the call of a Special meeting specifying the date and month thereof which shall not be less than two (2) weeks nor more than one (1) month from the date of such written demand.

Section 3. Whenever written notice of a meeting is given, such notice shall state the place, date and hour of the meeting, and unless it is the Annual meeting, indicate that it is being issued by or at the direction of the person or persons calling the meeting, state the purpose or purposes for which the meeting is called and be given, personally by first-class mail, to each name on the membership list maintained by the Association being postmarked not less than ten (10) days nor more than fifty (50) days before the date of the meeting: except however, if the meeting shall be called at the request of a member pursuant to Section 2 of this Article III.

Section 4. Notwithstanding the provisions of any of the foregoing sections, a meeting of the members of this Association may be held at any time and at any place within the state of New York and any action may be taken thereat, if notice is waived in writing by every member having the right to vote at the meeting.

Section 5. The presence in person of ten (10) per cent of the Individual members in good standing shall be necessary to constitute a quorum for the transaction of business. If, however such quorum shall not be present or represented at any meeting of the members, the members entitled to vote thereat present in person , shall have the power to adjourn the meeting from time to time until a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed.

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ARTICLE IV - BOARD OF DIRECTORS

Section 1. The number of Directors shall be eleven (11). No two or more offices may be held concurrently by any member of the Board. The number of Directors may be increased or decreased by amendment of these By-laws by action of the members.

The members of the Board of Directors shall consist of the President, Vice-President, Recording Secretary, Corresponding Secretary, Treasurer, and the last succeeded Past -President of the Association. These Directors shall be elected at the annual meeting of the members except as provided in Section 3 of this Article IV, and each Director shall be elected to serve until the next Annual meeting of the members and until his successor has been elected and has qualified.

In addition to the foregoing officers who shall be members of the Board of Directors, there shall be five (5) additional Directors, all of whom shall be elected for terms of two (2) years each, three (3) of whom shall be elected every two (2) years beginning in 1973 and two (2) of whom shall be elected every two (2) years beginning in 1972. No Director shall be eligible for re-election to the Board for more than two (2) successive terms.

Section 2. Any Director may resign at any time. The Board of Directors may, by majority vote of all the Directors then in office, remove a Director with cause. The members entitled to vote for the election of Directors may remove a Director with cause.

Section 3. If any vacancies occur in the Board of Directors by reason of death, resignation, retirement, disqualification or removal from office, or otherwise, the Directors then in office, although less than a quorum, may by majority vote choose a successor or successors to fill such vacancies or the newly created Directorship and the Directors so chosen shall hold office until the next Annual meeting of the membership and until their successors shall be duly elected and qualified unless sooner displaced; provided, however, that if in the event of any such vacancies, the Directors remaining in office shall be unable, by majority vote, to fill such vacancies within ninety (90) days of the occurrence thereof, the President or the Secretary shall call a special meeting of the members for the purpose of electing Directors to fill such vacancies.

Section 4. Regular meetings of the Board of Directors shall be held immediately succeeding the Annual members meeting and then at least every other month thereafter and as deemed necessary by the President. Notice of the meeting shall be given at least ten (10) days before the date of the meeting. The President may hold a special meeting of the Board of Directors with notice thereof delivered personally or by telephone or by e-mail or by facsimile machine (fax) or by the United States Postal Service with five (5) days notice.

Section 5. Compensation - Directors as such, shall serve without compensation, provided, however, that by resolution of the members, Directors may be reimbursed for actual out-of-pocket expenses incurred in connection with the performance of their duties.

Section 6. A Director must be an Individual member in good standing with this Association and with IAHA.

Section 7. The presence of fifty (50) per cent of the Officers and Directors shall be necessary to constitute a quorum for the transaction of business by the Board of Directors.

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ARTICLE V - COMMITTEES

Section 1. The Board of Directors by resolution adopted by a majority of the entire Board may designate a Budget Committee and other standing committees, each consisting of one (1) or more Directors and two (2) or more members, and each of which, shall have authority of the Board, except that no such committee shall have authority as to the following matters:

a) The submission to members of any act requiring members’ approval;

b) The filling of vacancies in the Board of Directors or in any committee;

c) The amendment or repeal of the By-laws or the adoption of new By-laws;

d) The amendment or repeal of any resolution of the Board which by its terms shall not be amendable or subject to repeal.

Section 2. The Board of Directors may designate one (1) or more Directors as alternate members of any standing committee who may replace any absent member or members of any meeting of such committee.

Section 3. The Board of Directors may create such special committees as it may deem desirable. The members of such special committees shall be appointed by the President with the consent of the Board.

Section 4. Each committee of the Board of Directors shall serve at the pleasure of the Board.

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ARTICLE VI - OFFICERS

Section 1. Executive Officers. The officers of the Corporation shall be a President, one or more Vice-Presidents, a Recording Secretary, a Corresponding Secretary, a Treasurer and such other officers as the Board of Directors may determine.
Section 2. Authority and Rules. All officers, as between themselves and the Corporation, shall have such authority and perform such duties in the management of the Corporation as may be provided in these By-laws, or to the extent not so provided, by the Board of Directors.

Section 3. Term of Office. All officers shall be elected by the members and shall hold office for one (1) two (2) year term or until the next Annual meeting of the members or until their successors are elected. In the event that any office is unopposed, the term of that office shall be extended for an indefinite period. However, that office must be voted on at the Annual meeting at which time nominations may be accepted from the floor.

Section 4. Removal from office. Any officer elected by the membership or appointed by the Board may be removed with cause at any time by the Board and with or without cause at any time by the members.

Section 5. Compensation. Officers shall serve without compensation; provided, however, that by resolution of the Board of Directors, officers may be reimbursed for actual out-of-pocket expenses incurred in connection with the performance of their duties.

Section 6. Vacancies. If an office becomes vacant for any reason, the Board of Directors shall fill such vacancy. Any officer so appointed or elected by the Board shall serve only until such time as the unexpired term of his predecessor shall have expired unless re-elected by the members or reappointed by the Board.

Section 7. President. The President shall be the Chief Executive officer of the Corporation. He shall preside at all the meetings of the members or the Directors; he shall be ex officio member of all standing committees, shall have general and active management and control of the business and affairs of the Corporation subject to the control of the Board of Directors and shall see that all orders and resolutions of the Board are carried into effect.

Section 8. Vice-President. The Vice-President or, if there be more than one, the Vice-Presidents in order or their seniority or in any order determined by the Board, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall generally assist the President and perform such other duties as the Board of Directors shall prescribe.

Section 9. Recording Secretary. The Recording Secretary shall attend all meetings of the Board and all meetings of the members and record all votes and the minutes of all proceedings in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give or cause to be given, notice of all meetings of members and special meetings of the Board of Directors and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he shall act. He shall keep in safe custody the seal of the Corporation and, when authorized by the Board, affix the same to any instrument requiring it, and, when so affixed, it shall be attested by his signature or by the signature of an Assistant Secretary. He shall keep in safe custody the Certificate books and such other books and records as the Board may direct and shall perform all such other duties incident to the office of Secretary.

Section 10. Assistant/Corresponding Secretary. The Corresponding Secretary, if any, shall in the absence or disability of the Recording Secretary, perform the duties and exercise the powers of the Recording Secretary and shall perform such other duties as the Board of Directors or the Recording Secretary shall prescribe.

Section 11. Treasurer. The Treasurer shall have the care and custody of the Corporate funds, and other financial effects, including securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and Directors at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as the Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond for such term, in such sum and with such surety or sureties as shall be satisfactory to the Board for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

Section 12. Assistant Treasurer. The Assistant Treasurer, if any, shall in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties as the Board of Directors or the treasurer will describe.

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ARTICLE VII - INDEMNITY

Section 1. To the extent the law permits, (a.) the Corporation shall indemnify any person made a party to an action or proceeding by or in the right of the Corporation to procure a judgement in its favor, by reason of the fact that he, his testator or intestate, is or was a Director, Officer or employee of the Corporation, against the reasonable expenses, including attorney’s fees, actually and necessarily incurred by him in connection with an appeal therein, except in relation to matters as to which such person is adjudged to have breached his duty to the Corporation; and (b.) the Corporation shall indemnify any person made, or threatened to be made, a party to an action or proceeding other than one by or in the right of the Corporation to procure judgement in its favor, whether civil or criminal, including an action by or in the right of any other corporation of any type or kind, domestic or foreign, which any Director, Officer or employee of the Corporation served in any capacity at the request of the Corporation, by reason of the fact that he, his testator or intestate, was a Director, Officer or employee of the Corporation, or served such other corporation in any capacity, against judgements, fines, amounts paid in settlement and reasonable expenses, including attorney’s fees, actually or necessarily incurred as a result of such actions or proceedings, in addition had no reasonable cause to believe that his conduct was unlawful.

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ARTICLE VIII - FISCAL YEAR

Section 1. The fiscal year of the Association shall be from the first day of October to the 30th day of September as per the ESAHA Articles of Incorporation.

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ARTICLE IX - AMENDMENTS

Section 1. These By-laws may be amended at any meeting of the Association by a two-thirds vote of the members present at a meeting called therefor, notice for which shall include the proposed amendments.

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ARTICLE X - PROCEDURE

Section 1. The By-laws of this Association and/or the By-laws of IAHA shall be the governing basis for this Association. Should the occasion arise when these By-laws and the IAHA By-laws are not sufficient then the current Roberts Rules of Order will be abided by.

Section 2. The President shall have a vote in dead lock situations only.

Section 3. The word "he", wherever used in these By-laws, shall include the feminine "she" as completely as if set out herein.

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