BYLAWS OF THE AMERICAN SADDLEBRED HORSE ASSOCIATION OF GEORGIA, INC.
Accepted by the General Membership on “Date”
ARTICLE I – Organization
- Name of the Organization
The name of this organization shall be THE AMERICAN SADDLEBRED HORSE ASSOCIATION OF GEORGIA, INC. (ASHAG)
B. Corporate Standing
This Association (referred to as ASHAG through the remainder of this document) is incorporated under the laws of the State of Georgia and as a nonprofit corporation and is in good standing with the Office of the Georgia Secretary of State.
C. American Saddlebred Horse Association Charter Club
ASHAG is a Charter Club of the American Saddlebred Horse Association and shall abide by all applicable rules and regulations thereof.
ARTICLE II – Purpose
The purpose of ASHAG is:
- To safeguard the integrity of the American Saddlebred breed;
- To promote the American Saddlebred Horse for sport competition, breeding, and/or personal enjoyment and companionship;
- To encourage sportsmanship among professional and amateur horse enthusiasts, fostering fellowship between the farms and stables that are within this region;
- To expand the public’s knowledge of American Saddlebred horses; and
- To support the growth and welfare of the equine industry in the state of Georgia.
ARTICLE III – Membership
A. Membership
- Membership in ASHAG “is a privilege and is not a right” and is open to any person who has indicated his or her interest in furthering the purposes of ASHAG.
- A Member is a person or entity who:
a)has applied for membership on an application provided by ASHAG;
b)has a current paid status for membership dues; and
c)is “in good standing” Member Status Designation (described in A.1 below) with ASHAG.
A.1 Member Status Designations
For the purposes of understanding a person's membership status with ASHAG, the following Member Status Designations have been established:
“Membership - Active” – A person (or family) supports the “purpose” of ASHAG as stated in these bylaws and is current with membership dues paid to ASHAG. An Active Member is also referred to as “in good standing” throughout these bylaws.
“Membership - Inactive” – A person (or family) supports the “purpose” of ASHAG but is not current on membership dues payment. To obtain “in good standing” status, the person (or family) must become current on membership payment.
“Membership - Suspended” – A person (or family) is suspended from participation in ASHAG activities due to a “disciplinary action” (described in Article III, Section F of these bylaws). A suspended person (or family) is also referred to as “not in good standing” throughout these bylaws. To obtain “in good standing” status, the person (or family) must complete the terms outlined in the disciplinary action and be current on membership dues.
B. Membership Categories (Number of Votes)
Membership shall be divided into the following categories:
1. Senior Membership
a)Senior Members are those individuals eighteen (18) years and older.
b)Senior Members are entitled to one (1) vote.
2. Junior Membership
a)Junior Members are those individuals seventeen (17) years and under as of December 1st of the membership year.
b)Junior Members are not entitled to vote on ASHAG matters, except those explicitly permitted by these bylaws.
c)Junior Members are automatically eligible to be members of Jr ASHAG.
3. Family Membership
a) Family Membership shall be defined as:
i. Parents/couples and their minor children seventeen (17) years and under; ii. Couples without minor children
b) Family Members shall be entitled to two (2) votes as long as the voters have reached their eighteenth (18) birthday prior to December 1st of the membership year. At the option of the voting Family Members, two votes may be assigned to the same person.
c) Children seventeen (17) years and under, are automatically eligible to be members of Jr. ASHAG.
4. Organizational Membership
Organizational Members are entities, other than individuals, that have met the membership requirements described herein.
Organizational Members shall be entitled to (1) vote by a representative who has reached his/her eighteenth (18) birthday prior to December 1st of the membership year. Each Organizational Membership must identify the organizations ASHAG representative when applying for membership.
C. Membership Year
- The term of membership is from the date the membership application and fees are received by ASHAG and expires on November 30th of that calendar year.
- Memberships must be renewed each year. (The renewal process is found on the ASHAG website.)
- Renewing Members whose annual membership dues are not received by ASHAG on or before the beginning of the membership year (December 1st) will be given a membership status designation of “Membership – Inactive” and will lose all membership rights until the annual dues are paid.
- Prospective Members or entities (Organizational Membership) who support the purpose of ASHAG and would like to become Members, may apply for membership in ASHAG at any time during the membership year.
- Former Members or entities (Organizational Membership) dropped from active membership for nonpayment of annual membership dues, may re-apply for membership in ASHAG at any time during the membership year as long as the Member's or entity's membership status designation was “Membership – Inactive” at the time of removal from active membership.
D. Member Addresses
Each Member shall provide ASHAG with an electronic mail (email) address that the Member will use to correspond and conduct official business with ASHAG. Each Member will also provide ASHAG with a mailing address which will be used to identify the home state and region the Member resides. It shall be the responsibility of each Member to report mailing address or email address changes to ASHAG.
E. Amount of Annual Membership Dues
The amount of annual membership dues may be adjusted by a simple majority vote of the Board of Directors (The Board).
F. Disciplinary Action
ASHAG recognizes and supports the disciplinary actions as levied to an individual (or family) by any of the following organizations: The United Professional Horseman Association (UPHA), The United States Equestrian Federation (USEF) the American Saddlebred Horse Association (ASHA) or any other equine breed association. A person (or family) who is suspended from competition as a result of a disciplinary action by a recognized entity, is also “not in good standing” with ASHAG.
In addition:
1.The Board, upon two-thirds (2/3) majority vote, may suspend or terminate the membership of any Member at any time if The Board determines that the Member has not complied with the provisions of these bylaws.
2.The Board may take disciplinary action against a Member only after providing the Member with reasonable notice and holding a hearing at which the Member shall have reasonable opportunity to present evidence in his/her defense.
3.Before any action is taken by The Board under this section, the matter shall first be considered by the Ethics Committee. Pursuant to its duties as described in these bylaws, the Ethics Committee shall seek to resolve the alleged non-compliance before it is formally addressed by The Board in a closed meeting where all discussions and decisions are to be confidential.
ARTICLE IV – Meetings
All meetings will abide by Robert’s Rules of Order.
A. Quorum
A quorum of The Board must be present to conduct business at any meeting held pursuant to these bylaws, including the Annual Meeting and all meetings of The Board. A simple majority of The Board shall constitute a quorum.
B. Representation of Diverse Constituencies
The Directors of ASHAG shall make decisions based on the interests of all Members of ASHAG.
C. Voting and Proxy
Any vote of a Member of ASHAG may be given by such Member in person, by electronic vote (registered email), or by proxy in writing. Said proxy shall be filed with the Recording Secretary of the meeting before being voted. (The procedure for proxy voting is is outlined in the “ASHAG Proxy Voting Process”). Said proxy shall entitle the holders thereof to vote at any and all adjournments of such meeting, but shall not be valid after the final adjournment thereof.
The specific voting process will be stated in writing as an integral part of each “vote”.
D. Notice
Notice of any meeting conducted pursuant to these bylaws shall be provided to each Member in person, by telephone, or in a writing which can be delivered personally, mailed, emailed, or transmitted by facsimile. Such notice shall state the date, time, location and purpose of the meeting. Regular meeting dates and locations will be posted on the website. Teleconferencing meetings will include the number and password to enable participation of the Members of ASHAG.
E. Annual Meeting
1.The Annual Meeting of ASHAG shall be held each year on a date and at a time and location established by The Board.
2.Notice of the Annual Meeting shall be provided to Members of ASHAG not less than twenty (20) days prior to the date of the Annual Meeting.
F. Regular Meetings
- Regular meetings of The Board shall be held at a time and location established by The Board. A minimum of six (6) Regular Meetings will be scheduled each year.
- The Board may vote by simple majority to change the date of regular meetings. Unless there is a bona-fide emergency, all meeting information must be made available to the membership (7) days prior to the scheduled meeting.
- Notice of regular meetings of The Board shall be provided to Members of ASHAG not less than ten (10) days prior to the date of each regular meeting.
G. Special Meetings
1)Special meetings of The Board of The Board may be called at the request of the President or
2)1)or any five (5) Directors. any five (5) Directors.
3)2)The date, time, location, and purpose of each special meeting shall be established by the person(s) who call the meeting.
4)3)Notice of special meetings of The Board shall be provided to Members of ASHAG not less than ten (10) days prior to the date of each special meeting.
5)4)Under extraordinary circumstances, the President may schedule a meeting with less than ten (10) days notice (“Emergency Meeting”). In the event of an emergency meeting, the Corresponding Secretary shall issue notice of the emergency meeting as soon as possible. .
H. Telephonic Meetings.
Meetings of The Board may be held by telephone conference or by other means of communication whereby all Directors participating in the meeting can hear each other simultaneously. Participation in a meeting by telephone conference or by other permissible means of communication shall constitute presence at the meeting for the purpose of these bylaws.
I. Meeting Minutes
Minutes shall be kept of any and all meetings of The Board. Meeting minutes will note attendees and absentees (excused or unexcused) and will clearly delineate that a quorum is present to conduct official business of ASHAG. The minutes will be transcribed within ten (10) days after meetings. Minutes may be approved by written consent of the majority of the Board of Directors that participated in the meeting. (Note: a quorum of Board Members is required to conduct any meeting of The Board of ASHAG) Such written consent shall be delivered via electronic mail. A copy of the minutes shall be published electronically after approval and will be made available to Members “in good standing” through the ASHAG website.
ARTICLE V - Board of Directors (The Board)
A. Qualifications of Directors
- Only Members who are eligible to vote on ASHAG matters may serve as Directors.
- Directors must be Senior Members or representatives of an Organizational Member of ASHAG as described in Article III, B, (4), and must be “in good standing” standing with ASHAG at the time of nomination and through term of service. If a Director is found to be in “Membership - Suspended” status with ASHAG at anytime throughout the term, the Director has thirty (30) days from this designation to resolve or settle any dispute. If the “Membership - Suspended” status exist after thirty (30) days, the Director will have been deemed resigned from the Board. All candidates for Board of Directors must reside in the State of Georgia.
B. Number of Directors
1)The Board of Directors shall consist of seventeen (17) Members.
2)The Georgia Chapter of the United Professional Horseman’s Association shall appoint a member of that organization, who is a Member of ASHAG, to serve on the Board of Directors.
3)The immediate past President of ASHAG shall be a Member of the Board of Directors.
4)The five (5) Officers elected pursuant to Article VI shall be Members of the Board of Directors.
5)Ten (10) other Members of ASHAG shall be elected to serve two (2) year terms on the Board of Directors.
6)The ten (10) elected Directors shall be divided into two (2) groups with five (5) Directors in each, consistent with Article V, C. ASHAG shall conduct elections each year to fill the expiring Director positions.
C. Term of Office for Directors
1)Each Director shall be elected for a term of two (2) year. No Director shall serve more than 2 consecutive terms without a period of 1 year intervening before re-election.
2)To the extent possible, terms shall be staggered so that the terms of only one group of five (5) Directors expires each year.
D. Election of Directors
In accordance to the Elections Calendar as established by the Elections Committee section of these bylaws, (as specified in Article VII, Section C), ASHAG shall elect Members of the Board of Directors who shall hold office for a period of two (2) years. The term of service begins on December 1st of the Elections Calendar year. The term shall end two (2) years thereafter, unless terminated sooner under provisions in these bylaws.
E. Powers and Authority of the Board of Directors
All property and affairs of ASHAG shall be managed by the Board of Directors. The Board of Directors shall exercise all of the powers of ASHAG, subject to any restrictions imposed by law, the Articles of Incorporation of ASHAG, or these bylaws. The Board of Directors is authorized to act in the name of ASHAG only when convened in accordance with these bylaws.
F. Vacancies on the Board of Directors
Any vacancy on the Board of Directors must be filled within 45 days of the vacancy and shall be filled for the balance of the unexpired term by a two-thirds (2/3) majority vote of the Board of Directors.
G. Compensation
No Director of ASHAG shall, by reason of his/her office, be entitled to receive any salary or compensation from ASHAG; but nothing herein shall be construed to prevent a Director from receiving compensation from ASHAG for duties performed other than as Director so long as such compensation is authorized by a simple majority vote of the disinterested parties
H. Chairperson of the Board of Directors
The President of ASHAG, by virtue of his/her office, shall be Chairperson of the Board of Directors.
I. Voting by Directors
1)Each Director shall be entitled to one (1) vote on the Board of Directors.
2)Any vote of a Director may be given by such Director in person or by proxy as described in Article IV, C.
J. Removal of Directors
Prior to any vote for removal, a Director shall be provided with reasonable notice; and at an agreed upon meeting of the appropriate parties,a hearing will be held to allow the Director to have an opportunity to present evidence in his/her defense.
K. Absence from Meetings
Any Board Member who is absent from three (3) meetings during their term (either regular schedule, special or emergency meeting) without notifying the President and receiving approval to be excused will be considered to have resigned. If the President is unavailable, notification can be made to any other Officer of ASHAG.
ARTICLE VI – Officers
A. Qualifications of Officers
1)Only Members who are eligible to vote on ASHAG matters may serve as Officers.
2)Officers must be Senior Members of ASHAG and must be “in good standing” standing with ASHAG at the time of nomination and through term of service. If an Officer is found to be in “Membership - Suspended” status with ASHAG at anytime throughout the term, the Officer has thirty (30) days from this designation to resolve or settle any dispute. If the “Membership - Suspended” status exist after thirty (30) days, the Officer will have been deemed resigned from the position and Board. All Officers must reside in the State of Georgia.
3)To provide for executive continuity, the nominee for President will have served a term as an Officer or Member of The Board prior to his/her election as President.
B. Number of Officers
There shall be five (5) Officers: a President, Vice-President, a Recording Secretary, a Corresponding Secretary, and a Treasurer of ASHAG.
C. Term of Office
1)Each Officer shall be elected for a term of two (2) year. No Officer shall serve more than 2 consecutive terms in any specific office without a period of 1 year intervening before re-election. The term begins on December 1st of the Elections Calendar year. The term shall end two (2) years thereafter, unless terminated sooner under provisions in the bylaws.
2)An Officer whose term has expired may continue to serve until his/her successor takes office.
D. Election of Officers
At the Annual Meeting, ASHAG shall elect a President, Vice-President, a Recording Secretary, a Corresponding Secretary, and a Treasurer who shall hold office for a period of two (2) years beginning December 1st of the year they were elected. The term shall end on November 30th of the second year following the elected year (2 year term) or until their respective successors have been duly elected and qualified, or unless otherwise terminated sooner under provisions in these bylaws.
E. Powers and Authority of Officers
The Officers of ASHAG shall have the following powers, authority and duties:
1. President
a)The President shall be the Chief Executive Officer of ASHAG and the Chairperson of The Board.
b)The President shall, when present, preside at meetings of The Board.
c)The President shall, in general, be responsible for enforcing observance of all policies established by The Board.
d)Except as otherwise provided in the Articles of Incorporation of ASHAG or these bylaws, the President may appoint Executive Committees, consisting of any Officer(s) or other Director(s), and other committees, consisting of any Senior Member(s), for such purposes as delegated by the President.
e)The President shall appoint the chairperson of any and all committees and shall specify the duties of each chairperson.
f)The President may execute, together with any other Officer duly authorized by The Board, contracts or other instruments authorized by The Board to be executed, except where such execution is in conflict with applicable law or expressly has been delegated by the Articles of Incorporation of ASHAG, these bylaws, or The Board to another Officer or agent of ASHAG. The President will ensure that the Recording Secretary obtains copies of and records the execution of a contract or instrument completed by Officers.