| Article I:   Meetings Section 1. Annual Meeting. An annual meeting  shall be held once each calendar year for the purpose of electing positions of  the advisory board and for the transaction of such other business as may  properly come before the meeting. The annual meeting shall be held at the time  and place designated by the Board of Directors from time to time. Section 2. Special Meetings. Special meetings  may be requested by the President or the Board of Directors. Sections 3. Notice. Written notice of all  meetings shall be provided under this section or as otherwise required. The  notice shall state the place, date and time of the meeting, and if for a  special meeting, the purpose of the meeting. Such notice shall be issued to all  directors of record at their designated contact, which may be a mailing  address, e-mail address or other form of electronic contact, as shown on the  corporate books. Such notice shall be issued at least 10 days prior to the  meeting, which shall be deemed effective as of the post mark date, or  electronic time marker on electronic correspondence. Section 4. Place of Meeting. Meetings shall be  held at the Association’s principle place of business unless otherwise stated  in the notice. Section 5. Quorum. A majority of the directors  shall constitute a quorum at a meeting. In the absence of quorum, a majority of  the directors may adjourn the meeting to another time without further notice.  If a quorum is represented at an adjourned meeting, any business may be  transacted that might have been transacted at the meeting as originally  scheduled. The directors present at a meeting approved by a quorum may continue  to transact business until adjournment, even if the withdrawal of some  directors results in representation of less than a quorum. Section 6. Informal Action. Any action to be  taken, or which may be taken, at a meeting, may be taken without a meeting and  without prior notice if a consent setting forth the action so taken is approved  by the directors with respect to the subject of the matter.   ARTICLE II:   Directors Section 1. Number of Directors. The  association shall be guided by a Board of Directors consisting of five (5)  directors: President, Vice President, Treasurer, Secretary, and Registrar. Section 2. Election and Term of Office. The  directors shall be elected at the annual meeting. Each director shall serve a  term of three years, or until a successor has been elected and qualified. Section 3. Quorum. A majority of the directors  shall constitute a quorum. Section 4. Adverse Interest. In the  determination of a quorum of the directors, or in voting, the adverse interest  of director shall not disqualify the director or invalidate his or her vote. Section 5. Regular Meeting. The Board of  Directors shall meet immediately after the election for the purpose of  appointing new committee chairpersons, and for transacting such other business  as may be deemed appropriate. The Board of Directors may provide, by  resolution, for the additional regular meetings without notice other than the notice  provided by the resolution. Section 6. Special Meeting. Special meetings  may be requested by the President, Vice President, Secretary or any two  directors by providing five (5) days notice to the Board of Directors. Section 7. Procedures. The vote of the  majority of the Board of Directors present at a properly called meeting at  which a quorum is present shall be the act of the Board of Directors. A  director of the association who is present at a meeting of the Board of  Directors at which an action on any corporate matter is taken shall be presumed  to have assented to the action taken unless their dissent shall be entered into  the minutes of the meeting. The Board shall keep written minutes of its  proceeding in its records. Section 8. Informal Action. Any action  required to be taken at a meeting of directors, or any action which be taken a  regular meeting of directors or of a committee of directors, may be taken  without a meeting if a consent setting forth the action so taken is approved by  all the of the directors, or all of the members of a committee of directors, as  the case may be. Section 9. Removal/Vacancies.  A director shall be subject to removal, with  or without cause, at a meeting called for that purpose. Any vacancy that occurs  on the Board of Directors, whether by death, resignation, removal or any other  cause, may be filled by the remaining directors. A director elected to fill a  vacancy shall serve the remaining term of his or her predecessor, or until a  successor has been elected and qualified. Section 10. Committees.  To the extent permitted by law, the Board of  Directors may appoint from its member a committee or committees, temporary or  permanent, and designate the duties, powers, and authorities of such  committees.   ARTICLE III:   Officers Section 1. Number of Officers. The officers of  the association shall consist of a President, a Treasurer, and a Secretary at a  minimum. The association at its inception also provides for a Vice President  and a Registrar. Two or more offices may be held by one person, with one  exception; the President may not serve concurrently as a Vice President.
 
            President. The President shall be the chief executive officer and shall preside at       all meetings of the Board of Directors and Executive Committees, if such a       committee is created by the board. Secretary. The Secretary shall give notice of all meetings of the Board of Directors       and Executive Committees, shall keep an accurate list of the directors,       and shall have the authority to certify any records or copies of records,       as the official records of the association. The Secretary shall maintain       the minutes of the Board of Directors meetings and all committee meetings.Treasurer/CFO. The Treasurer shall be responsible for conducting the financial affairs of       the association as directed and authorized by the Board of Directors and       Executive Committees, if any, and shall make or otherwise verify reports       of corporate finances as required, but no less often than at each meeting       of the Board of Directors.Vice       President. The Vice President shall assume the duties of the       President, in the event that the President is unable to perform his or her       duties due to absence, death, dismissal, or other reason; either       temporarily, or until a new President is appointed by the Board of       Directors or is elected and qualified.Registrar. The Registrar shall be responsible for duties related to pony registry       including pedigree, verifying compliance with registry requirements, and       issuing pony registrations. The Registrar shall provide report of annual       registration numbers to the Board of Directors, no less than annually, but       more frequently if requested by the Board of Directors or an Executive       Committee. Section 2. Removal or Vacancy. The Board of  Directors shall have the power to remove an officer or agent of the  association. Any vacancy that occurs for any reason may be filled by the Board  of Directors.   ARTICLE IV:   Amendment to BylawsThe bylaws may be amended, altered or repealed by the Board  of Directors by a majority of a quorum vote at any regular or special meeting.  The text of the proposed change shall be distributed to all board members at  least ten (10) prior to the meeting.
   
 |