Orange County
Horse Council, Inc.
(Of the
State of New York)
Bylaws
Approved
& Effective January 18, 2007
Article I
NAME AND OBJECTIVES
Section 1
Name.
A. The name of
this corporation, duly organized under the non-profit corporation
laws of New York State, shall be Orange County Horse Council, Inc.
(of the State of New York), the latter being included in all
letterhead and official documentation.
B. As a recognized Chapter of the New York State Horse
Council (NYSHC), the Orange County Horse Council (OCHC) works under
the authority of the New York State Horse Council and is subject to
the policies and procedures of the parent organization.
Section 2
Objectives.
A. The purposes
of the OCHC are to promote and foster interest in and awareness of
the horse industry in the State of New York.
B. To aid in the protection and care of horses; to guide and
stimulate interest in equestrian sports and recreation;
to develop facilities and safety standards in connection
with the use of horses.
C. To actively engage in forums to present a positive image
and favorably influence the public’s perception of horses, horsemen
and the equine industry in the State.
D. To gather and disseminate information in connection with
the above purposes.
E. To do any and all lawful things within the meaning of the
Not-For-Profit Corporation Law of the State of New York to
effectuate such purposes.
Section 3
Not for
Profit.
A. The OCHC is exclusively non-profit. No Director or member
therefore shall receive or be lawfully entitled to receive any
financial profit from the operation of the OCHC.
B. All members and Directors shall strive to avoid any and
all potential improprieties, perceived or otherwise, involving
personal gain from the OCHC and shall maintain separation above
reproach between their personal business affairs and those of the
club.
Article II
MEMBERSHIP (As defined by the NYSHC)
Section 1
Qualifications.
Any person, family or organization having interest in furthering the
purposes and objectives of the OCHC may be a member.
Section 2
Application.
Applicants may become members upon written application to the NYSHC
and payment of dues. Members must indicate their intention to
affiliate with the OCHC on the NYSHC membership application to be
considered an active, voting member in good standing of the OCHC.
Section 3
Classification.
Membership in the NYSHC Council is divided into the following
classes:
A.
General
B.
Group
C.
Patron
D.
Corporate
E.
Life
F.
Group Life
G.
Honorary
H.
Lifetime Recognition
Description of each class is included on the NYSHC membership form.
Section 4
Membership Privileges.
General, Patron and Life members shall be entitled to full rights
and privileges, including the right to vote and hold office. The
designated member representing Group or Group Life memberships shall
be entitled to the same rights and privileges as a General member.
Section 5
Honorary Members.
The NYSHC Board of Directors, at a duly organized meeting, may elect
Honorary Members by a two-thirds vote of the members present.
Honorary Members shall be exempt from payment of dues and shall be
entitled to the privileges of regular members, except the right to
vote and hold office.
Section 6
Lifetime Recognition.
The NYSHC Board of Directors, at a duly organized meeting and by a
two-thirds vote of the members present, may bestow the title of
Lifetime Recognition Member on any individual whose service and
devotion in support of the NYSHC Council are deemed sufficient to
warrant meritorious recognition. Lifetime Recognition Members shall
be exempt from payment of dues, and shall be entitled to all the
rights and privileges of General membership, including the right to
vote and/or hold office.
Section 7
Resignation.
Any member may withdraw from the NYSHC, after fulfilling all
obligations to it, by giving written notice of such intention to the
NYS Membership Committee. Dues are not refundable. Withdrawal of
membership from the NYSHC is also a withdrawal from the OCHC. A
member may withdraw his or her affiliation from the OCHC and remain
a member of the NYSHC by giving written notice of such intention to
both the OCHC and the NYSHC.
Section 8
Reprimand, Suspension or Expulsion.
A. The OCHC Board may issue a written reprimand or may
recommend the suspension or expulsion of a member from the NYSHC and
OCHC with cause, such as a violation of any of the bylaws or rules
of the NYSHC or OCHC, or for conduct prejudicial to the best
interest of the either Council.
B. Recommendation for suspension or expulsion shall be by a
majority vote of the OCHC Board of Directors, provided that a
statement of the charges shall have been sent by registered mail to
the member charged, at the member’s latest recorded address, at
least fourteen (14) days before the vote is taken. This statement
of charges shall be accompanied by a notice of the place, date and
time where the OCHC Board of Directors is to take action on the
matter. The member shall be given an opportunity to appear before
the OCHC Board of Directors, or to present a statement to be
considered by the Board (Article X).
C. If the OCHC Board of Directors recommends the suspension
or expulsion of a member, the OCHC will provide a written
recommendation to the NYSHC for final resolution.
D. An OCHC member who has been recommended to the NYSHC for
suspension or expulsion shall not be considered a member in good
standing of the OCHC
and shall not be able to vote or hold office in the OCHC until such
time as the NYSHC rules in the suspended or expelled member’s favor.
Article III DUES
Section 1
Annual Dues.
The NYSHC Board of Directors may determine the amount of annual dues
and an initiation fee, if any, payable by members to the NYSHC.
Section 2
Payment of Dues.
A. The annual dues of members are payable with their NYSHC
application for membership and thereafter by January 1st
of each year.
B. Dues of a new member making application for membership
after the last day of September shall entitle such new member to
membership for the remainder of that year and for all of the ensuing
year.
C. Dues shall have been paid to the NYSHC one (1) month prior
to a new member being allowed to vote on any OCHC business or in any
OCHC election.
D. A member must chose to affiliate themselves with the OCHC
on the NYSHC membership form to be
considered an active, voting member in good
standing of the OCHC.
Section 3
Default in Payment of Dues.
A. Existing members who fail to pay their dues, subscriptions
or assessment by March 1st following the date they come
due shall not be considered active voting members in good standing
and shall be notified of their default by the OCHC Membership
Chairperson.
B. Members in default at March 1st shall not be
able to vote or hold office in the OCHC until such dues are paid.
Article IV
OCHC BOARD OF DIRECTORS
Section 1
Board of Directors.
The Board shall be comprised of a President, Vice-President,
Recording Secretary, Corresponding Secretary, and Treasurer.
All shall be members in good standing and all shall be elected for
two year terms at the club’s Annual Meeting as provided in Article
VI, Section 1. General management of the club’s affairs shall be
entrusted to the Board of Directors.
A. The President of the OCHC shall preside at all the
meetings of the Board, and shall have the duties and powers normally
appurtenant to the office of President, in
addition to those particularly specified in these bylaws.
B. The Vice President shall have the duties and exercises
the powers of President in case of the President’s death, absence,
or incapacity.
C. The Recording Secretary shall keep a record of all
meetings of the club and of the Board and of all matters of which a
record shall be ordered by the organization. The Recording
Secretary is responsible for maintaining possession of the seal of
the OCHC.
D. The Corresponding Secretary shall carry out any
correspondence as directed by the Board and as required by these
bylaws. He or she shall notify Directors of their election to
office, call meetings as required by these bylaws, maintain a roll
of members of the club with their addresses, and maintain the
website of the OCHC.
E. The Treasurer shall collect and receive all monies due or
belonging to the OCHC. He or she shall deposit the same in a bank
designated by the Board, in the name of the OCHC. The books shall
at all times be open to inspection of the Board and at every meeting
the condition of the
OCHC’s finances and every item of receipt or payment not before
reported shall be reported.
At the annual meeting the Treasurer shall render an account of all
monies received and expended since the previous year’s annual
meeting. There shall be an independent audit of the club’s
financial records at the end of every term of office of the
Treasurer.
The Treasurer shall have the duties and exercises the powers of
President in the event of the absence of the President and the Vice
President.
Section 2
Election and Assumption of Office.
A. The Board of Directors shall be elected by the members in
good standing present or by submission of a properly executed proxy
vote (Article VIII, Section 2) at the Annual Meeting in November
(Article VI, Section 1). Voting by members present will be by
secret, written ballot from among those nominated (Article IX,
Section 1). The nominated candidate receiving the greatest number
of votes for each office shall be declared elected.
B. The elected Directors shall take office on the following
January 1st. Each retiring Director shall turn over to
his or her successor all properties and records relating to that
office within 30 days following the election.
Section 3
Terms of Office.
A. The Directors shall serve two year terms.
B. The President, the Corresponding Secretary and the
Treasurer shall be elected in even numbered years.
C. The Vice President and Recording Secretary shall be
elected in odd numbered years. A Director may be re-elected for
three consecutive terms to the same office. A period of one term
must elapse before a Director can be re-elected to a position
previously held for three consecutive terms.
Section 4
Vacancies.
A. Whenever a vacancy occurs in the Board of Directors the
vacancy shall be filled by a majority vote of the remaining members
of the Board. Any vacancy in the Board of Directors shall be filled
without undue delay. The person so chosen shall hold office until
the expiration of the term of the Director whose place was filled.
Section 5
Removal of Directors.
A. Any Director may be removed with cause, at any time, by a
majority vote of other members of the Board of Directors.
B. A statement of the reason for removal shall be provided
to the Director to be removed before the vote is taken. This reason
for removal shall be accompanied by a notice of the place, date and
time where the OCHC Board of Directors will take action on the
matter. The Director involved shall have the right to address the
entire Board of Directors in person or by petition before the vote
is taken.
Article V COMMITTEES
Section 1 Standing Committees.
A.
The President may each year appoint standing committees
to advance the work of the club.
B. Special
committees may also be appointed by the President to aid the Board
on particular projects.
C. All committees
shall be subject to the final authority of the Board.
D. Each committee
chairperson shall make a report to the Board of Directors of each of
his or her committee’s meetings at the succeeding Board of Directors
meeting.
Section 2 List of Standing Committees.
Standing committees
shall include, but not be limited to, the following:
(a)
Public Affairs – Responsible for liaison
networking with state and local officials. This committee is to
keep the Board of Directors informed on legislative issues that
affect the horse community.
(b)
Education – Responsible for organizing
programs with speakers. These program experiences are to enhance
the membership’s knowledge so that the equine community will
progress.
(c)
Membership – Responsible for coordinating
and recruiting new members as assurance that diverse representation
is found in the membership and organizational structure.
(d)
Community Relations – Responsible for
liaison with various community leaders. Promotes OCHC’s programs
and notifies the Board of Directors of community meetings relevant
to OCHC’s objectives.
(e)
Special Projects – Responsible for
managing short term activities and events that raise visibility of
the equine industry.
(f)
Communications – Responsible for editing
the quarterly newsletter and for liaison with members of the press
while maintaining a list of reporters. Responsible for press
releases to be made as needed.
(g)
Social – Responsible for providing a
welcoming environment for members.
(h)
Youth – Responsible for representing
youth, providing information, and recruiting new youth members.
Section 3 Other Committees.
A.
The President shall appoint any other standing or special
committees as are necessary to further the interests and activities
of the OCHC.
B. Each
committee shall be charged by the President and will report upon its
activities to the Board, and to the club when requested by the
Board.
Section 4 Committee Quorum.
A majority of the
committee members shall constitute a quorum for the transaction of
that committee’s business.
Section 5 Vacancies.
A vacancy in any
committee will be filled by the Board of Directors without undue
delay.
Section 6 Removal of Committee Members.
Any committee
appointment may be terminated by a majority vote of the Board of
Directors upon written notice to the appointee. The Board may
appoint successors to those persons whose services have been
terminated.
Article VI
MEETINGS
Section 1
Annual Meeting.
A. An Annual Meeting shall be held in November at a place,
date and time designated by the Board of Directors.
B. The meeting agenda shall include the annual report of
officers and committees, the election of officers, the Treasurer’s
report, and the transaction of other business.
C. Notice of the meeting shall be distributed to each member
in good standing no later than the preceding September 30th; such
notice is to set forth the place, date, time of the meeting and the
proposed agenda.
Section 2
Board Meetings.
A. Meetings of the Board of Directors shall be held at a
date, place and time as designated by the President.
B. The Corresponding Secretary shall distribute notice of
the place, date and time of the meeting at least seven (7) days
prior to the date of the meeting.
C. A quorum for such meeting shall be achieved when the
meeting is attended by a majority of the members of the Board.
Section 3
Special Board Meetings.
A. Special meetings of the Board may be called by the
President or may be called the Corresponding Secretary upon receipt
of a written request signed by at least three (3) members of Board.
B. The Board of Directors shall designate the place, date,
and time and the Corresponding Secretary shall distribute notice of
the meeting as soon as possible.
C. Notice of the meeting shall state the purpose of the
meeting and no other business may be transacted at the special Board
meeting.
D. A quorum for such meeting shall be achieved when the
meeting is attended by a majority of the members of the Board.
Section 4
General Membership Meetings.
The Corresponding Secretary shall distribute notice of the place,
date and time of each general membership meeting at least fourteen
(14) days prior to the date of the meeting.
Section 5
Special Meetings.
A. Special meetings may be called by the President, or by a
majority vote of the members of the Board who are present and voting
at any regular or special meeting of the Board, or by the
Corresponding Secretary upon receipt of a petition signed by five
(5) club members of good standing.
B. The Board of Directors shall designate the place, date,
and time of the meeting and the Corresponding Secretary shall
distribute notice of the meeting as soon as possible.
C. Notice of the special meeting shall state the purpose of
the meeting and no other business may be transacted at the special
club meeting.
Article VII ORDER OF BUSINESS
Section 1 General Membership Meetings.
At general membership
meetings, the order of business in
so far as the character and nature of the meeting may
permit, shall be as follows:
Attendance sheet passed for signatures
Roll Call
Introductions of guests
Reading of the minutes of the last meeting
Report of the President
Report of the Corresponding Secretary
Report of Treasurer
Report of committees
Unfinished business
New business
Election of Board of Directors at Annual Meeting
Adjournment
Section 2
Board Meetings.
At meetings of the
Board, the order of business, unless otherwise directed by majority
vote of those present, shall be as follows:
Attendance sheet passed for signatures
Roll Call
Reading of minutes of
last meeting
Report of Corresponding Secretary
Report of Treasurer
Report of Committees
Unfinished business
New business
Adjournment
Section 3
Rules of Order.
The most current edition of
Roberts Rules of Order, Revised, shall be the rules of
procedure in all areas not specified by the OCHC and NYSHC bylaws.
Article VIII
VOTING
Section 1
Voting Privileges.
A. General, Patron, Life, and Lifetime Recognition members
and the designated representative of a Group or Group Life
membership shall be entitled to one (1) vote in all voting matters.
B. Non-dues paying members are not entitled to vote or hold
office with the exception of Lifetime Recognition Members.
C. Voting privileges shall be extended only to members in
good standing.
Section 2
Proxies.
A. Every member in good standing of the OCHC is entitled to
vote at any general membership meeting and therefore may also vote
by proxy.
B. A proxy vote shall be in writing, shall have a specified
duration, and is revocable at the pleasure of the member executing
it.
C. A duly executed proxy vote counts as a ‘present member’
when counting votes.
Section 3
Other Voting.
If the manner of deciding any question has not been described
specifically in another section of these bylaws, the question shall
be decided by a majority vote of the members present, including duly
executed proxy votes.
Article IX
NOMINATIONS
Section 1 Nominations.
A. A person must
be duly nominated to be a candidate in a club election.
B. The Board
shall select a Nominating Committee consisting of three (3) members
and two (2) alternates, not more than one (1) of whom shall be a
member of the Board.
C. The Board
shall name a Chairman for the committee and it shall be the
Chairman’s duty to call a committee meeting, which shall be held on
or before October 1st. The Corresponding Secretary shall
immediately notify the committeemen and alternates of their
selection.
(a)
The committee shall nominate candidates
for each Board position. Upon receipt of the Nominating Committee’s
report, the Corresponding Secretary shall before October 15th
notify each member in writing of the candidates so nominated.
(b)
Additional nominations may be made at the
October monthly general membership meeting by any member in
attendance, provided that the person so nominated does not decline
when his or her name is proposed and provided further that if the
proposed candidate is not in attendance at this meeting, the member
proposing his name shall present to the Corresponding Secretary a
written statement from the proposed candidate, signifying his or her
willingness to be a candidate.
(c)
No person may be a candidate for more
than one position.
(d)
Nominations cannot be made at the Annual
Meeting in November or in any manner other than as provided in this
Article.
(e)
In the event that there is only one
nominee for each prospective office, the OCHC has the right to
induct candidates in lieu of election. The Recording Secretary
shall cast one vote for the slate of officers.
(f)
For any Director positions not filled by
election, the incoming President shall appoint a member to fill that
vacancy, after he or she takes office in January.
Article X DISCIPLINARY ACTIONS
Section 1 Charges.
A. Any member may
bring charges against another member for alleged misconduct
prejudicial to the best interests of the OCHC or NYSHC.
B. Specific,
written charges, signed by the complainant, must be filed in
duplicate with the Corresponding Secretary together with a deposit
of $25.00 which shall be forfeited if such charges are not sustained
by the Board following a hearing. The Corresponding Secretary shall
promptly send a copy of the charges to the Board.
C. The Board
shall first consider whether the actions alleged in the charges, if
proven, might constitute conduct prejudicial to the best interests
of the OCHC. The Board may refuse to entertain jurisdiction.
D. If the Board
entertains jurisdiction of the charges and considers the charges
worthy of further investigation, it shall fix a date of a hearing by
the Board within six (6) weeks thereafter. Immediately after such
meeting, the Corresponding Secretary shall send one copy of the
charges to accused member by registered mail together with a notice
of the hearing and its place, date and time and an assurance that
the defendant may personally appear in his own defense and bring
witnesses, if the member wishes.
E. This
notification is to be sent to the accused member at that member’s
last recorded address and must be placed in the
U.S. mail at least
fourteen (14) days prior to the date of the hearing.
Section 2 Board Hearing.
A. The Board
shall have complete authority to decide whether counsel may attend
the hearing, but both complainant and defendant shall be treated
uniformly in that regard.
B. The Board may
also require the attendance of the complainant and request the
attendance of other witnesses at the hearing, as the Board sees fit.
C. Should the
charges be sustained by a majority vote of the Board of Directors
after hearing all evidence and testimony presented by complainant,
defendant, and other witnesses, the Board shall issue a written
reprimand to the defendant and the Board may recommend to the NYSHC
that the defendant be suspended or expulsed.
D. The $25.00
deposit shall be refunded to the complainant if the Board finds the
charges to be warranted and issues a reprimand or recommends the
defendant for suspension or expulsion. The $25.00 deposit will be
forfeited to the OCHC general fund if the Board does not reprimand
the defendant or recommend the defendant for suspension or
expulsion.
E. Any defendant
recommended to the NYSHC for suspension or expulsion by the OCHC
shall not be considered a member in good standing of the OCHC and
shall not be able to vote or hold office until such time as the
NYSHC rules in the defendant’s favor.
Article XI AMENDMENTS OF BYLAWS
Section 1. Proposal of Amendments.
A. Amendments to
the bylaws may be proposed by the Board of Directors or by written
petition addressed to the Corresponding Secretary signed by any
active, voting member in good standing.
B. Amendments
proposed by such petition shall be promptly considered by the Board
of Directors and if deemed worthy of consideration, shall be
submitted to the members by the Corresponding Secretary for a vote
within two general membership meetings of the date when the petition
was received by the Corresponding Secretary.
Section 2. Amendment Meeting Announcement.
A.
A concise statement of the changes or amendments
considered must accompany an announcement to all members that such
changes or amendments will be voted on, and the place, date and time
of the meeting at which that vote will occur.
B. The synopsis
of the changes and the notice of the meeting must be distributed to
all members of good standing at least fourteen (14) days prior to
the date of the meeting.
Section 3. Votes Required.
The bylaws may be amended by a two-thirds vote of the members in
good standing present or by duly executed proxy vote at any regular
or special meeting called for the purpose.
Article XII GENERAL PROVISIONS
Section 1 Checks.
All checks or demands
for money of the OCHC shall be signed by two of the following three
Directors: the President, the Treasurer, and/or the Recording
Secretary.
Section 2 Seal.
The corporate seal of
the OCHC will have inscribed thereon the name of the Council, the
year of its organization and the words “Corporate Seal,
New York”.
The seal is to be used by impressing or affixing it to all official
documentation of the club and will be maintained by the Recording
Secretary of the club.
Section 3 Notification Method.
A. Except as
directed otherwise by these bylaws, the preferred method of
notification of members shall be by electronic mail (email), with a
“Read Receipt Requested” by the Corresponding Secretary.
B. For those
members without email access, the Corresponding Secretary shall
attempt to contact members by phone.
C. Members may be
notified by the Corresponding Secretary by
U.S. mail upon
written request of such service by the member, or at the discretion
of the Corresponding Secretary.
Article XIII DISSOLUTION OF THE CLUB
Section 1.
The club may be dissolved at any time by the written consent
of not less than two-thirds of the active voting members of good
standing. After payment of all debts, the remaining property and
assets of the OCHC shall be remitted to the NYSHC.
Article XIV
INDEMNIFICATION AND EXEMPTION FROM DEBT
A. The Association shall indemnify each of its officer,
directors, and employees, whether or not then in office (and its
executors, administrators and heirs) against all reasonable expenses
actually and necessarily incurred by him or her, including but not
limited to judgments, attorney’s fees and court costs in connection
with the defense of any litigation or administrative proceeding to
which he or she may have been made a party because he or she is or
was a Director or officer, or employee of the Association, provided,
however, he or she shall have no right to reimbursement in relation
to matters which he or she has been adjudged liable to the
Association.
B. The private property of the members, Directors, officers,
employees, and independent contractors shall be forever exempt from
all Association debt and liabilities or any kind.
Article XV
ADOPTION OF BYLAWS
APPROVED at the Annual Meeting of the
Orange County Horse Council, Inc. (of the State of New
York) on ___________, 20______
President______________________________
Recording
Secretary___________________________
Certificate of Recording Secretary
I, __________________, the
undersigned, do here by certify
1.
That I am the present duly elected and
acting secretary of Orange County Horse Council, Inc.(of the State
of New York), a non profit corporation, incorporated under the laws
of the state of New York; and
2.
That the foregoing bylaws, comprising of
____pages constitute the original bylaws and said corporation as
duly adopted at the meeting of the board of directors held on the
___day of__________, 200_.
Recording
Secretary________________________
