With all the discussions regarding AMHA and how By-Laws and Rules are made, and with all the criticism about how much ‘say’ the membership is given in the AMHA, and how unfair AMHA is because they don’t have mail-in or internet ballots, and people have to go the Annual Meeting to vote for rule change proposals, and there are comments about how little information is in the meeting minutes available on line, etc. I thought I’d compare it to how AMHR(Shetland) does business. And, I think I’ll do it with the same attitude as has been used by some people for the posts regarding AMHA By-Laws and business practices…
First off, I just starting looking through the AMHR(Shetland) website to see how much ‘business’ information is available, such as audit reports or meeting minutes. It doesn’t have much of anything. Does this mean AMHR is hiding stuff from the membership?
Why isn’t there any kind of budget information? Are they in trouble financially, and they don’t want us to know? Why aren’t the audit reports available, with line by line expenses? Are they spending money on things they don’t want us to know about? How much money does AMHR(Shetland) have in the bank? Maybe they are broke?
I didn’t see anything that talked about how much they are spending on the new horsestudbook, or any discussion about the decision to buy into it. Does anyone know how much that is costing and what we are getting from them for our money? We don’t even know what we are getting, and they haven’t consulted the membership.
I looked for the minutes of their Annual Meeting, but I couldn’t find them. It only had two days worth of Board Member minutes; those were for 7 and 10 November 2007. I also noticed that they didn’t have any detail about the discussion on each of the items up for vote in those meetings. Shouldn’t they give us details about the discussion? How are we to know what is going on? I bet they don’t want us know.
What happened on the 8th and 9th of November? I don’t see any minutes from the Membership meeting. I didn’t see any results from a membership vote. Did the members vote? If so, where are the results of that vote, or don’t the members have a say? I thought they did, but if they did, it’s not recorded. Did the membership even get a chance to help run their organization? I guess I must have missed the webcast they set up for the membership who couldn't get to the meeting to watch? Oh, no, that was AMHA that did that, wasn't it? I guess AMHR(Shetland) doesn't want their members that can't afford to travel to know what's going on.
But, if you want a real eye-opener about how much ‘say’ the membership has in AMHR(Shetland), and how few people it takes to control the organization, just read the rule book. You will see who really has the power, and it isn’t the membership, it is the Board.
If everyone is upset because the AMHA By-Laws are voted on by too small of a group of MEMBERS, then people should be furious about what AMHR(Shetland) does. At least with AMHA it takes a two-thirds vote of the MEMBERS to change By-Laws, not 5 Directors at a Board of Directors meeting. The AMHR(Shetland) Board of Directors can make By-law changes for the entire organization, and they don’t have to do it at the Annual Meeting, any Board meeting will do. And, according to the rules, By-Laws can be amended by the vote of only five Directors. If that sounds impossible, just read the rules.
To do business, the Board of Directors only needs a quorum, and a quorum is made of a simple majority. There are 16 Directors, so it only takes 9 to have a quorum. And it only takes a simple majority of the Directors present (if there’s a quorum) to change a By-Law. So, if there are 9 Directors for the quorum, it only takes five votes to have a majority. But, even if the vote is unanimous, only 16 people are making the decisions for the entire membership!!!!
And, if the AMHR(Shetland) Board does something the Membership doesn’t like, and the members want to get a special meeting to vote on an issue, they can, but it comes at a price, and the Board can make it difficult. It is fairly easy to call for the meeting (it just take 100 signatures), but the board doesn’t have to schedule the meeting for up to 6 months, and then they only have to provide 5 days notice of when they will hold it. So, it they don’t want to listen to the Members, all they have to do is put them off for six months, and then give five days notice of the meeting. That make is VERY difficult to plan for a trip to a meeting. It is hard to arrange vacation time on short notice, and plane fares are expensive if you can’t buy them far enough in advance.
And then, to further dissuade people from asking for a special meeting, they expect the members who ask for the meeting to pay all costs associated with the meeting, “… including but not limited to rental of meeting facilities and costs associated with reimbursing the Corporation for the costs associated with having employees, advisors of the Corporation and members of the Board of Directors attend said meeting.” There is nothing to stop them bringing everyone from the office, or additional people such as attorneys, or any other ‘experts’ they wanted, and then they could charge all the expenses back on to the members. Talk about intimidation!!!
And, there is a lot of discussion that AMHA’s rules are inconsistent. How about AMHR/Shetland? Can you mail in a vote or not? Yes, and No, if you read the rule book. In one section it says, “An appropriate form of ballot shall accompany the notice of the meeting, and the copy of the proposed amendment, if
they are mailed, and shall be printed in conjunction with said notice and copy of amendment if printed in the magazine. Any member may vote by marking the same ”yes” or ”no”, signing his name, and mailing the same to the Secretary.” But, in another is says, “Each qualifying member shall be entitled to one vote per membership card as described in sections 2.2, 2.3, and 2.5 on each matter submitted to a vote of the members, said voting rights to be exercised in person and not by mail or other means.” Which one are we to believe? They shouldn’t be talking out of both sides of their mouths.
What about the Officers of the AMHR/Shetland organization? Do the Members decide on the President, Vice-President, Secretary, Treasurer, or any of the other Officers? NOPE. They are all elected by the Board of Director at the Annual Meeting, and if I’m reading the rules correctly, they are not picked from the Board, but are separate. If that’s so, then they don’t have to have any ‘qualifications’ when it comes to raising Shetland Ponies or Miniature horses. So, people with no ‘horse-sense’ can be elected to run the organization with the vote of a few as 5 people, and no more than 16. (Remember the quorum rules, and the simple majority?)
Oh, just for information, does anyone even know how many members there are in AMHR/Shetland, and how those number break down between the minis and ponies? I keep hearing the number of 6,000-12,000 for AMHA. How does that compare?
If you want to read the Directors Meeting minutes, you can go on line and look at them, if you really want to. (http://www.shetlandminiature.com/board_members.asp#BoardMeetingMinutes) Below are some of the rules from AMHR/Shetland that I have been referencing in my comments
SECTION I AMENDED ARTICLES OF
INCORPORATION OF THE AMERICAN SHETLAND
PONY CLUB..........................................................................
Article IX – Bylaws
For the purpose of regulating and transacting the business
of this Club, Bylaws shall be adopted by the Board of
Directors, as the same may be necessary and advisable from
time to time, as provided by these Articles and the law of the
State of Illinois. Any such By-law may be amended or repealed
by the Board of Directors, or a majority vote of those present
and voting at any annual meeting. All Bylaws existing at the
time of the adoption of these Articles shall remain in full force
and effect until the same shall have been changed or amended
by action of the Board of Directors or the membership.
Article X – Amendments
These Articles may be amended by the Association at an
annual meeting of the members and a two-thirds (2/3) vote of
same. Written notice must be given not later than thirty (30)
days prior to the meeting when said changes are contemplated
and said contemplated changes must be sent to the members
with the said notice.
An appropriate form of ballot shall accompany the notice
of the meeting, and the copy of the proposed amendment, if
they are mailed, and shall be printed in conjunction with said
notice and copy of amendment if printed in the magazine. Any
member may vote by marking the same ”yes” or ”no”, signing
his name, and mailing the same to the Secretary. Such votes by
mail shall be referred to a committee of three at the meeting,
which shall make its report and cast the votes accordingly.
SECTION II BYLAWS OF THE AMERICAN
SHETLAND PONY CLUB
Article II – Members
Section 2.10 – Voting Rights
Each qualifying member shall be entitled to one vote per
membership card as described in sections 2.2, 2.3, and 2.5 on
each matter submitted to a vote of the members, said voting
rights to be exercised in person and not by mail or other means.
Section 3.2 – Special Meetings
Special meetings may be called by the President at the
direction of the Board of Directors or upon written request of
one hundred (100) members then entitled to vote. In the event
of a special meeting called by the members, the Board of
Directors shall set the date and time of the special meeting,
with said meeting to be scheduled for a date that is within six
months from the date the corporation receives the written
request from the members. Notice of the special meeting shall
be given not less than five (5) nor more than sixty (60) days
prior to the meeting. The notice shall state concisely the
purpose of said special meeting, and no other business shall be
transacted at such meeting. Additionally, in the event of a
special meeting called by the members, the members requesting
the special meeting shall be responsible for all costs associated
with the meeting, including but not limited to rental of meeting
facilities and costs associated with reimbursing the Corporation
for the costs associated with having employees, advisors of the
Corporation and members of the Board of Directors attend said
meeting.
Article VI – Directors
Section 6.1 – General Powers
The affairs of the Corporation shall be managed by its
Board of Directors. The Board of Directors shall have final
decision-making authority on all matters that come before the
general membership at any annual or special meeting with the
exception of any changes to the Articles of Incorporation.
Section 6.2 – Number and Term
The number of Directors shall be sixteen (16), and each
Director shall be elected for a term of three years. Each newly
elected Director shall assume office at the first scheduled Board
of Directors meeting following his or her election. Each Area
shall be represented by one Director occupying the “Shetland
Seat” and one Director occupying the “Open Seat.” The terms
“Shetland Seat” and “Open Seat” are defined in Section 6.3
below.
Section 6.3 – Qualifications for Director
In order to be eligible to serve as a Director of the
Corporation, an individual member must satisfy all of the
following requirements:
(a) The individual must have been an Adult member in
good standing for the five (5) consecutive years
immediately preceding the election in which the
individual will run for Director.
(b) The individual must have attended at least two (2) of
the annual meetings of the American Shetland Pony
Club in the five (5) consecutive years immediatelypreceding the election in which the individual will run
for Director.
© The individual must have been a resident of the Area
in which he or she will run for at least ninety (90) days
preceding the election. For purposes of this section,
residency shall be determined by the address on the
latest federal income tax return filed by the individual
or by the address listed on the individual’s driver’s
license.
(d) To be eligible to serve as a Director occupying the
“Shetland Seat,” the majority of animals registered by
the Corporation, and owned by the individual for the
five (5) consecutive years immediately preceding the
election in which the individual will run for Director,
must be Shetlands. The number of animals and their
ownership shall be verified by the registration on
record at the home office of the Corporation by the
Director of Operations. The term “majority” shall
mean at least one more than one-half of the animals.
For example, if an individual owns eight (8) animals
registered by the Corporation, five (5) of the animals
must be registered Shetlands.
In the event an Area has no individual who is eligible
to serve as a Director occupying the “Shetland Seat,”
the Area may elect an individual who is eligible to
serve under the qualifications required for the “Open
Seat.” In such event, the individual shall serve for a
term of one (1) year.
(e) To be eligible to serve as a Director occupying the
“Open Seat,” the individual must have owned
Shetland Ponies, Miniature Horses or American Show
Ponies for the five (5) consecutive years immediately
preceding the election in which the individual will run
for Director.
Article IX – Officers
Section 9.1 – Enumeration
The officers of the Corporation shall be a President, one or
more Vice Presidents as determined from time to time by the
Board of Directors, a Director of Operations and a Director of
Finance. The Board of Directors may also elect such other
officers as it shall deem appropriate. Officers whose authority
and duties are not prescribed in these Bylaws shall have the
authority and perform the duties as prescribed, from time to
time, by the Board of Directors. The Director of Operations and
Director of Finance shall not be named from the Board of
Directors and may or may not be the same person.
Section 9.2 – Election and Term of Office
The officers of the Corporation shall be elected at the
annual meeting of the Board of Directors and shall hold office
until their successors are elected and qualified or until their
death, resignation or removal. Vacancies may be filled or new
offices created and filled at any meeting of the Board of
Directors. Election of an officer shall not of itself create
contract rights. Any officer elected by the Board of Directors
may be removed by the Board whenever in its judgment the
best interests of the Corporation would be served thereby. Such
removal shall be without prejudice to the contract rights, if any,
of the person so removed.
Section 9.3 – President
The President shall be the principal executive officer of the
Corporation. Subject to the direction and control of the Board
of Directors, the President shall have overall supervision,
direction and control of the business and affairs of the
Corporation and shall perform all duties incidental to the office
of President and such other duties as may be assigned to him or
her by the Board of Directors. Except in those instances in
which the authority to execute is expressly delegated to another
officer or agent of the Corporation or a different mode of
execution is expressly delegated to another officer or agent of
the Corporation or a different mode of execution is expressly
prescribed by the Board of Directors, the President may execute
for the Corporation any contracts, deeds, mortgages, bonds or
other instruments which the Board of Directors has authorized
to be executed, and he or she may accomplish such execution
either under or without the seal of the corporation and either
individually or with the Director of Operations, or any other
officer thereunto authorized by the Board of Directors,
according to the requirements of the form of the instrument.
The President may vote all securities which the Corporation is
entitled to vote, except as and to the extent such authority shall
be vested in a different officer or agent of the corporation by
the Board of Directors.
Section 9.4 – Vice President
The Vice President shall perform such duties and have
such other powers as shall be assigned to him or her by the
President or Board of Directors. Further, in the absence of the
President or in the event of his or her inability or refusal to act,
the Vice President shall perform the duties of the President and,
when so acting, shall have all the powers of and be subject to
all the restrictions upon the President.
Section 9.5 – Director of Operations
The Director of Operations (sometimes referred to as
“Secretary”), shall keep a record of all proceedings of the
Board of Directors in a book to be kept for that purpose; see
that all notices are duly given in accordance with the provisions
of these Bylaws or as required by law; be custodian of the
Corporate records and of the Seal of the Corporation; and
perform all duties incidental to the office of Director of
Operations and such other duties as from time to time may be
assigned by the President of the Board of Directors, consistent
with the Articles of Incorporation, Bylaws, Rules, and written
30
policies of the Corporation. The Director of Operations shall be
supervised by the Board of Directors through the President, and
shall be hired or terminated upon majority vote of the Board of
Directors. The Director of Operations shall also have the dayto-
day management of the Corporation in all normal operations
unless otherwise specified herein or unless otherwise
designated by the Board of Directors. Among the duties of the
Director of Operations shall be the supervising of the Stud
Book, the general management of the Registry Office,
maintaining personnel, including the hiring and firing of office
staff (with the exception of those employees supervised by the
Director of Finance and the Director of Marketing), carrying
out Corporate policy, and all other duties incidental to the
management of the Registry Office. The Director of Operations
shall be authorized to approve any registrations, transfers, color
and marking corrections, etc., that, in his or her opinion,
conform to the requirements as established by the Board of
Directors. The Director of Operations shall be an ex officio
member of the Board of Directors and of all committees and
shall report all committee recommendations (with the exception
of the Finance Committee, Journal Committee, and Breed
Promotion Committee) to the Board of Directors. The Director
of Operations shall work with the Director of Finance and the
Director of Marketing to prepare the budget discussed in
Section 9.6 below.
Section 9.6 – Director of Finance
The Director of Finance (sometimes referred to as
“Treasurer”) shall have charge of and be responsible for the
maintenance of adequate books of account for the Corporation,
have charge and custody of all funds and securities of the
Corporation and be responsible for the receipt and
disbursement thereof; and perform all duties incident to the
Office of Director of Finance and such other duties as may be
assigned to him or her by the President or the Board of
Directors. The Director of Finance shall be supervised by the
Board of Directors. With the approval of the Board of
Directors, the Director of Finance may delegate specified duties
to an Assistant Director of Finance or other person for the
effective conduct of the affairs of the Corporation. The Director
of Finance shall serve as an ex officio member of the Board of
Directors, and of all committees, and shall report all Finance
Committee recommendations to the Board of Directors. The
Director of Finance shall work with the Director of Operations
and the Director of Marketing to prepare and submit to the
31
Board of Directors, on a yearly basis, a detailed budget of the
proposed and anticipated revenues and expenditures of the
Corporation for its approval. The Director of Finance shall be
responsible for the hiring and firing of the Assistant Director of
Finance.
Section 9.7 – Director of Marketing
The Director of Marketing shall be supervised by the
Board of Directors through the President. The Director of
Marketing shall be responsible for all aspects of the
Corporation’s marketing and advertising, including but not
limited to marketing and advertising of all programs, products,
and services offered by the Corporation. The Director of
Marketing shall serve as an ex officio member of the Board of
Directors and all committees, and shall report all
recommendations of The Journal Committee and Breed
Promotion Committee to the Board of Directors. The Director
of Marketing shall work with the Director of Finance and the
Director of Operations to prepare the budget discussed in
Section 9.6.
Article X – General Provisions
Section 10.8 – Amendments
These Bylaws may be amended from time to time by a
majority vote of the Board of Directors at any meeting at which
a quorum is present. All proposed amendments to the Bylaws
must be submitted in writing to the Board of Directors at least
ninety (90) days prior to the meeting at which the amendment
will be considered.
*Definition of Board of Directors Quorum, from
Article VI – Directors
Section 6.9 – Quorum
A majority of the members of the Board of Directors shall
constitute a quorum for the transaction of business, provided
that if less than a majority of the Directors are present at such
meeting, a majority of the Directors present may adjourn the
meeting to another time without further notice.
First off, I just starting looking through the AMHR(Shetland) website to see how much ‘business’ information is available, such as audit reports or meeting minutes. It doesn’t have much of anything. Does this mean AMHR is hiding stuff from the membership?
Why isn’t there any kind of budget information? Are they in trouble financially, and they don’t want us to know? Why aren’t the audit reports available, with line by line expenses? Are they spending money on things they don’t want us to know about? How much money does AMHR(Shetland) have in the bank? Maybe they are broke?
I didn’t see anything that talked about how much they are spending on the new horsestudbook, or any discussion about the decision to buy into it. Does anyone know how much that is costing and what we are getting from them for our money? We don’t even know what we are getting, and they haven’t consulted the membership.
I looked for the minutes of their Annual Meeting, but I couldn’t find them. It only had two days worth of Board Member minutes; those were for 7 and 10 November 2007. I also noticed that they didn’t have any detail about the discussion on each of the items up for vote in those meetings. Shouldn’t they give us details about the discussion? How are we to know what is going on? I bet they don’t want us know.
What happened on the 8th and 9th of November? I don’t see any minutes from the Membership meeting. I didn’t see any results from a membership vote. Did the members vote? If so, where are the results of that vote, or don’t the members have a say? I thought they did, but if they did, it’s not recorded. Did the membership even get a chance to help run their organization? I guess I must have missed the webcast they set up for the membership who couldn't get to the meeting to watch? Oh, no, that was AMHA that did that, wasn't it? I guess AMHR(Shetland) doesn't want their members that can't afford to travel to know what's going on.
But, if you want a real eye-opener about how much ‘say’ the membership has in AMHR(Shetland), and how few people it takes to control the organization, just read the rule book. You will see who really has the power, and it isn’t the membership, it is the Board.
If everyone is upset because the AMHA By-Laws are voted on by too small of a group of MEMBERS, then people should be furious about what AMHR(Shetland) does. At least with AMHA it takes a two-thirds vote of the MEMBERS to change By-Laws, not 5 Directors at a Board of Directors meeting. The AMHR(Shetland) Board of Directors can make By-law changes for the entire organization, and they don’t have to do it at the Annual Meeting, any Board meeting will do. And, according to the rules, By-Laws can be amended by the vote of only five Directors. If that sounds impossible, just read the rules.
To do business, the Board of Directors only needs a quorum, and a quorum is made of a simple majority. There are 16 Directors, so it only takes 9 to have a quorum. And it only takes a simple majority of the Directors present (if there’s a quorum) to change a By-Law. So, if there are 9 Directors for the quorum, it only takes five votes to have a majority. But, even if the vote is unanimous, only 16 people are making the decisions for the entire membership!!!!
And, if the AMHR(Shetland) Board does something the Membership doesn’t like, and the members want to get a special meeting to vote on an issue, they can, but it comes at a price, and the Board can make it difficult. It is fairly easy to call for the meeting (it just take 100 signatures), but the board doesn’t have to schedule the meeting for up to 6 months, and then they only have to provide 5 days notice of when they will hold it. So, it they don’t want to listen to the Members, all they have to do is put them off for six months, and then give five days notice of the meeting. That make is VERY difficult to plan for a trip to a meeting. It is hard to arrange vacation time on short notice, and plane fares are expensive if you can’t buy them far enough in advance.
And then, to further dissuade people from asking for a special meeting, they expect the members who ask for the meeting to pay all costs associated with the meeting, “… including but not limited to rental of meeting facilities and costs associated with reimbursing the Corporation for the costs associated with having employees, advisors of the Corporation and members of the Board of Directors attend said meeting.” There is nothing to stop them bringing everyone from the office, or additional people such as attorneys, or any other ‘experts’ they wanted, and then they could charge all the expenses back on to the members. Talk about intimidation!!!
And, there is a lot of discussion that AMHA’s rules are inconsistent. How about AMHR/Shetland? Can you mail in a vote or not? Yes, and No, if you read the rule book. In one section it says, “An appropriate form of ballot shall accompany the notice of the meeting, and the copy of the proposed amendment, if
they are mailed, and shall be printed in conjunction with said notice and copy of amendment if printed in the magazine. Any member may vote by marking the same ”yes” or ”no”, signing his name, and mailing the same to the Secretary.” But, in another is says, “Each qualifying member shall be entitled to one vote per membership card as described in sections 2.2, 2.3, and 2.5 on each matter submitted to a vote of the members, said voting rights to be exercised in person and not by mail or other means.” Which one are we to believe? They shouldn’t be talking out of both sides of their mouths.
What about the Officers of the AMHR/Shetland organization? Do the Members decide on the President, Vice-President, Secretary, Treasurer, or any of the other Officers? NOPE. They are all elected by the Board of Director at the Annual Meeting, and if I’m reading the rules correctly, they are not picked from the Board, but are separate. If that’s so, then they don’t have to have any ‘qualifications’ when it comes to raising Shetland Ponies or Miniature horses. So, people with no ‘horse-sense’ can be elected to run the organization with the vote of a few as 5 people, and no more than 16. (Remember the quorum rules, and the simple majority?)
Oh, just for information, does anyone even know how many members there are in AMHR/Shetland, and how those number break down between the minis and ponies? I keep hearing the number of 6,000-12,000 for AMHA. How does that compare?
If you want to read the Directors Meeting minutes, you can go on line and look at them, if you really want to. (http://www.shetlandminiature.com/board_members.asp#BoardMeetingMinutes) Below are some of the rules from AMHR/Shetland that I have been referencing in my comments
SECTION I AMENDED ARTICLES OF
INCORPORATION OF THE AMERICAN SHETLAND
PONY CLUB..........................................................................
Article IX – Bylaws
For the purpose of regulating and transacting the business
of this Club, Bylaws shall be adopted by the Board of
Directors, as the same may be necessary and advisable from
time to time, as provided by these Articles and the law of the
State of Illinois. Any such By-law may be amended or repealed
by the Board of Directors, or a majority vote of those present
and voting at any annual meeting. All Bylaws existing at the
time of the adoption of these Articles shall remain in full force
and effect until the same shall have been changed or amended
by action of the Board of Directors or the membership.
Article X – Amendments
These Articles may be amended by the Association at an
annual meeting of the members and a two-thirds (2/3) vote of
same. Written notice must be given not later than thirty (30)
days prior to the meeting when said changes are contemplated
and said contemplated changes must be sent to the members
with the said notice.
An appropriate form of ballot shall accompany the notice
of the meeting, and the copy of the proposed amendment, if
they are mailed, and shall be printed in conjunction with said
notice and copy of amendment if printed in the magazine. Any
member may vote by marking the same ”yes” or ”no”, signing
his name, and mailing the same to the Secretary. Such votes by
mail shall be referred to a committee of three at the meeting,
which shall make its report and cast the votes accordingly.
SECTION II BYLAWS OF THE AMERICAN
SHETLAND PONY CLUB
Article II – Members
Section 2.10 – Voting Rights
Each qualifying member shall be entitled to one vote per
membership card as described in sections 2.2, 2.3, and 2.5 on
each matter submitted to a vote of the members, said voting
rights to be exercised in person and not by mail or other means.
Section 3.2 – Special Meetings
Special meetings may be called by the President at the
direction of the Board of Directors or upon written request of
one hundred (100) members then entitled to vote. In the event
of a special meeting called by the members, the Board of
Directors shall set the date and time of the special meeting,
with said meeting to be scheduled for a date that is within six
months from the date the corporation receives the written
request from the members. Notice of the special meeting shall
be given not less than five (5) nor more than sixty (60) days
prior to the meeting. The notice shall state concisely the
purpose of said special meeting, and no other business shall be
transacted at such meeting. Additionally, in the event of a
special meeting called by the members, the members requesting
the special meeting shall be responsible for all costs associated
with the meeting, including but not limited to rental of meeting
facilities and costs associated with reimbursing the Corporation
for the costs associated with having employees, advisors of the
Corporation and members of the Board of Directors attend said
meeting.
Article VI – Directors
Section 6.1 – General Powers
The affairs of the Corporation shall be managed by its
Board of Directors. The Board of Directors shall have final
decision-making authority on all matters that come before the
general membership at any annual or special meeting with the
exception of any changes to the Articles of Incorporation.
Section 6.2 – Number and Term
The number of Directors shall be sixteen (16), and each
Director shall be elected for a term of three years. Each newly
elected Director shall assume office at the first scheduled Board
of Directors meeting following his or her election. Each Area
shall be represented by one Director occupying the “Shetland
Seat” and one Director occupying the “Open Seat.” The terms
“Shetland Seat” and “Open Seat” are defined in Section 6.3
below.
Section 6.3 – Qualifications for Director
In order to be eligible to serve as a Director of the
Corporation, an individual member must satisfy all of the
following requirements:
(a) The individual must have been an Adult member in
good standing for the five (5) consecutive years
immediately preceding the election in which the
individual will run for Director.
(b) The individual must have attended at least two (2) of
the annual meetings of the American Shetland Pony
Club in the five (5) consecutive years immediatelypreceding the election in which the individual will run
for Director.
© The individual must have been a resident of the Area
in which he or she will run for at least ninety (90) days
preceding the election. For purposes of this section,
residency shall be determined by the address on the
latest federal income tax return filed by the individual
or by the address listed on the individual’s driver’s
license.
(d) To be eligible to serve as a Director occupying the
“Shetland Seat,” the majority of animals registered by
the Corporation, and owned by the individual for the
five (5) consecutive years immediately preceding the
election in which the individual will run for Director,
must be Shetlands. The number of animals and their
ownership shall be verified by the registration on
record at the home office of the Corporation by the
Director of Operations. The term “majority” shall
mean at least one more than one-half of the animals.
For example, if an individual owns eight (8) animals
registered by the Corporation, five (5) of the animals
must be registered Shetlands.
In the event an Area has no individual who is eligible
to serve as a Director occupying the “Shetland Seat,”
the Area may elect an individual who is eligible to
serve under the qualifications required for the “Open
Seat.” In such event, the individual shall serve for a
term of one (1) year.
(e) To be eligible to serve as a Director occupying the
“Open Seat,” the individual must have owned
Shetland Ponies, Miniature Horses or American Show
Ponies for the five (5) consecutive years immediately
preceding the election in which the individual will run
for Director.
Article IX – Officers
Section 9.1 – Enumeration
The officers of the Corporation shall be a President, one or
more Vice Presidents as determined from time to time by the
Board of Directors, a Director of Operations and a Director of
Finance. The Board of Directors may also elect such other
officers as it shall deem appropriate. Officers whose authority
and duties are not prescribed in these Bylaws shall have the
authority and perform the duties as prescribed, from time to
time, by the Board of Directors. The Director of Operations and
Director of Finance shall not be named from the Board of
Directors and may or may not be the same person.
Section 9.2 – Election and Term of Office
The officers of the Corporation shall be elected at the
annual meeting of the Board of Directors and shall hold office
until their successors are elected and qualified or until their
death, resignation or removal. Vacancies may be filled or new
offices created and filled at any meeting of the Board of
Directors. Election of an officer shall not of itself create
contract rights. Any officer elected by the Board of Directors
may be removed by the Board whenever in its judgment the
best interests of the Corporation would be served thereby. Such
removal shall be without prejudice to the contract rights, if any,
of the person so removed.
Section 9.3 – President
The President shall be the principal executive officer of the
Corporation. Subject to the direction and control of the Board
of Directors, the President shall have overall supervision,
direction and control of the business and affairs of the
Corporation and shall perform all duties incidental to the office
of President and such other duties as may be assigned to him or
her by the Board of Directors. Except in those instances in
which the authority to execute is expressly delegated to another
officer or agent of the Corporation or a different mode of
execution is expressly delegated to another officer or agent of
the Corporation or a different mode of execution is expressly
prescribed by the Board of Directors, the President may execute
for the Corporation any contracts, deeds, mortgages, bonds or
other instruments which the Board of Directors has authorized
to be executed, and he or she may accomplish such execution
either under or without the seal of the corporation and either
individually or with the Director of Operations, or any other
officer thereunto authorized by the Board of Directors,
according to the requirements of the form of the instrument.
The President may vote all securities which the Corporation is
entitled to vote, except as and to the extent such authority shall
be vested in a different officer or agent of the corporation by
the Board of Directors.
Section 9.4 – Vice President
The Vice President shall perform such duties and have
such other powers as shall be assigned to him or her by the
President or Board of Directors. Further, in the absence of the
President or in the event of his or her inability or refusal to act,
the Vice President shall perform the duties of the President and,
when so acting, shall have all the powers of and be subject to
all the restrictions upon the President.
Section 9.5 – Director of Operations
The Director of Operations (sometimes referred to as
“Secretary”), shall keep a record of all proceedings of the
Board of Directors in a book to be kept for that purpose; see
that all notices are duly given in accordance with the provisions
of these Bylaws or as required by law; be custodian of the
Corporate records and of the Seal of the Corporation; and
perform all duties incidental to the office of Director of
Operations and such other duties as from time to time may be
assigned by the President of the Board of Directors, consistent
with the Articles of Incorporation, Bylaws, Rules, and written
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policies of the Corporation. The Director of Operations shall be
supervised by the Board of Directors through the President, and
shall be hired or terminated upon majority vote of the Board of
Directors. The Director of Operations shall also have the dayto-
day management of the Corporation in all normal operations
unless otherwise specified herein or unless otherwise
designated by the Board of Directors. Among the duties of the
Director of Operations shall be the supervising of the Stud
Book, the general management of the Registry Office,
maintaining personnel, including the hiring and firing of office
staff (with the exception of those employees supervised by the
Director of Finance and the Director of Marketing), carrying
out Corporate policy, and all other duties incidental to the
management of the Registry Office. The Director of Operations
shall be authorized to approve any registrations, transfers, color
and marking corrections, etc., that, in his or her opinion,
conform to the requirements as established by the Board of
Directors. The Director of Operations shall be an ex officio
member of the Board of Directors and of all committees and
shall report all committee recommendations (with the exception
of the Finance Committee, Journal Committee, and Breed
Promotion Committee) to the Board of Directors. The Director
of Operations shall work with the Director of Finance and the
Director of Marketing to prepare the budget discussed in
Section 9.6 below.
Section 9.6 – Director of Finance
The Director of Finance (sometimes referred to as
“Treasurer”) shall have charge of and be responsible for the
maintenance of adequate books of account for the Corporation,
have charge and custody of all funds and securities of the
Corporation and be responsible for the receipt and
disbursement thereof; and perform all duties incident to the
Office of Director of Finance and such other duties as may be
assigned to him or her by the President or the Board of
Directors. The Director of Finance shall be supervised by the
Board of Directors. With the approval of the Board of
Directors, the Director of Finance may delegate specified duties
to an Assistant Director of Finance or other person for the
effective conduct of the affairs of the Corporation. The Director
of Finance shall serve as an ex officio member of the Board of
Directors, and of all committees, and shall report all Finance
Committee recommendations to the Board of Directors. The
Director of Finance shall work with the Director of Operations
and the Director of Marketing to prepare and submit to the
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Board of Directors, on a yearly basis, a detailed budget of the
proposed and anticipated revenues and expenditures of the
Corporation for its approval. The Director of Finance shall be
responsible for the hiring and firing of the Assistant Director of
Finance.
Section 9.7 – Director of Marketing
The Director of Marketing shall be supervised by the
Board of Directors through the President. The Director of
Marketing shall be responsible for all aspects of the
Corporation’s marketing and advertising, including but not
limited to marketing and advertising of all programs, products,
and services offered by the Corporation. The Director of
Marketing shall serve as an ex officio member of the Board of
Directors and all committees, and shall report all
recommendations of The Journal Committee and Breed
Promotion Committee to the Board of Directors. The Director
of Marketing shall work with the Director of Finance and the
Director of Operations to prepare the budget discussed in
Section 9.6.
Article X – General Provisions
Section 10.8 – Amendments
These Bylaws may be amended from time to time by a
majority vote of the Board of Directors at any meeting at which
a quorum is present. All proposed amendments to the Bylaws
must be submitted in writing to the Board of Directors at least
ninety (90) days prior to the meeting at which the amendment
will be considered.
*Definition of Board of Directors Quorum, from
Article VI – Directors
Section 6.9 – Quorum
A majority of the members of the Board of Directors shall
constitute a quorum for the transaction of business, provided
that if less than a majority of the Directors are present at such
meeting, a majority of the Directors present may adjourn the
meeting to another time without further notice.