Rule Change Proposals

[kaykay]

retain a “free” grace period of 90 days to conduct business

As a footnote 90 days was selected to compensate or allow a provision for those needing to conduct business with the organization which would be effected by our variation of "dates" on certain issues that being Nov 1 VS Dec 31...90 days allows one month after the end of the calendar year to complete any business without the need to renew membership for an additional year

So effectively I can let my membership lapse and still register and transfer horses etc up to and including day 91?

 

[RayVik]

So effectively I can let my membership lapse and still register and transfer horses etc up to and including day 91?

Yes that is correct as our present registration rules apply.

An example of those benefiting would be members owning Shetlands who would either be required to renew to meet the Dec 31 of yearling year deadline or face DNA testing. This bylaw would impact this and other issues and fills the gap between time variances we have in our rules for certain matters affected by our membership dates and prevents members from being penalized or having to renew just to do limited business for those differences in our rules.

 

[kaykay]

Yes that is correct as our present registration rules apply.

Someone must have forgot to tell the office that. A person from this very forum emailed me last Jan as the office had returned all their paperwork with a note that because their membership expired they could not do registry work. They incorrectly thought they had until Jan 1st. Which made perfect sense to me and her once I told her the correct dates.

Current Bylaw on Termination of Members:

Section 2.11 – Termination of Membership

Any member of the Corporation may be expelled by a majority vote of the Board of Directors for: (1) dishonesty in the registration or transfer of Shetland Ponies, Miniature Horses, American Show Ponies, or other small equines registered by the Corporation; (2) failure to abide by the rules and regulations of the Corporation as established by the Board of Directors; (3) any other conduct derogatory to the best interests of the Corporation, provided that such member shall have any additional relief provided in the Articles of Incorporation referring to expulsion. In connection with any proposed expulsion of a member, the procedure shall be as follows:

© The passing of a motion by a majority of the Directors specifying the charges against the member involved.

The mailing or delivery by the Director of Operations within ten days of a copy of such motion to the member involved.

The member, by giving written notice by personal service or by certified mail, return receipt requested, addressed to the Director of Operations within ten days of the date of mailing the notice by the notice by the Corporation, shall have the privilege of appearing before the Board of Directors for the purpose of making any explanation of, or defense to, such charges, and to have the matter reconsidered by the Board.

In the event the member involved requests an appearance before the Board, a meeting of the Board of Directors shall be held in a designated location within such time from the date the Corporation receives notice from the member as may be determined by the Board of Directors, but in any event on or before the expiration of six months. The member shall appear at said meeting and present whatever evidence the member wishes for the Board to consider in connection with the matter. The board shall advise the member of its decision immediately following the meeting, and the Director of Operations shall, within ten days thereafter, mail a copy of the decision to the member via certified mail, return receipt requested. For purposes of this Section, notice shall be deemed to have been delivered on the date personal service is made or as of the date the party to whom the notice is sent via certified mail accepts delivery of the notice.

Not withstanding the provisions of this Section, a member may receive disciplinary action, including but not limited to a suspension of membership privileges for a period of time pursuant to the rules and regulations of the Corporation.

Revision of the Bylaw:

Section 2.8 Termination of Membership.

The membership of each member of the Corporation will terminate upon the member's death, resignation, expulsion, or failure to pay dues as next described. Unless otherwise determined by the Board of Directors, each member's membership will immediately terminate if his or her membership dues have not been paid within ninety-one (91) days after such member's dues were due. Members terminated as a result of expulsion may not renew their membership in the Corporation without obtaining the affirmative vote of at least two-thirds of all the directors. Members terminated as a result of non-payment of dues may reactivate their membership in the Corporation within two years after such termination by the payment of all current and past due membership dues. Members terminated as a result of resignation or for non-payment of dues in excess of two years may renew their membership only by re-application for membership in the Corporation. Any member may resign by filing a written resignation with the Director of Operations, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments or other charges theretofore accrued and unpaid.

Section 2.7- Suspension.

Expulsion and Disciplinary Action

Any member may be suspended or expelled from membership with or without cause upon the affirmative vote of at least three fourths (3/4) of all the directors if, in the discretion of the Board of Directors as indicated by such vote, such suspension or expulsion would be in the best interests of the Corporation. In connection with any proposed expulsion of a member, a member shall have any additional relief provided in the Articles of Incorporation referring to expulsion.

Nothing in these Bylaws shall be construed as granting to any member a continued membership or expectation of membership in the Corporation.

Not withstanding the provisions of this Section, a member may receive disciplinary action, including but not limited to a suspension of membership privileges for a period of time pursuant to the rules and regulations of the Corporation.

Current Bylaw

Section 2.8 – Membership Cards

Membership shall be evidenced by the issuance of a card by the Director of Operations. Membership shall not be transferable. Fees paid, therefore, shall not be reimbursable and all memberships shall expire with the death of the member.

In the event of the death of a member, such person’s membership may be continued to his or her legal representative during the settlement of the deceased member’s estate for a period not exceeding two years from the date of issuance of Letters Testamentary or Letters of Office, provided that the legal representative shall not be entitled to voting powers. No such legal representative shall be recognized by the Corporation as such representative until he or she has filed with the Corporation a certified copy of the instrument evidencing his or her authority as such legal representative.

Revision

Section 2.4 - Membership Cards

Membership shall be evidenced by the issuance of a card by the Director of Operations. Membership shall not be transferable. Fees paid, therefore, shall not be reimbursable and all memberships shall expire with the death of the member.

We have unfortunately lost a lot of awesome members during the last year. I shudder to think of what their families will have to go through to settle their estate if this revision goes through. So according to this, if a member dies, their legal representative has to become a member of ASPC.

 

[RayVik]

Someone must have forgot to tell the office that. A person from this very forum emailed me last Jan as the office had returned all their paperwork with a note that because their membership expired they could not do registry work. They incorrectly thought they had until Jan 1st. Which made perfect sense to me and her once I told her the correct dates.

Am I confused but tell the office what?

The revised bylaws deal with this issue not our existing bylaws.

That is exactly the situation with our EXISTING BYLAWS and exactly what I explained above is addressed by the revised bylaws...

For your reference

Existing/Present Bylaw

Section 2.6 – Agents

Any member who desires to have an agent sign breeding

certificates, transfers and other papers that may be necessary to

conduct business between such member and the Corporation

shall file the name and address of the agent with the

Corporation. Such agent shall not be permitted to vote unless

he or she is a member of the Corporation. All notices required

by these Bylaws may be given such agent, unless the member

notifies the Corporate Headquarters that notices should be sent

to the member instead of the agent

Revised bylaws

Section 2.2 - Agents

The following entities may assume authorized agents:

(a) Assumed or Trade Name: A person or persons, or artificial legal entity, such as A. Smith, d/b/a Smith Ranches; Smith Ranches, a sole proprietorship of A. Smith; Smith Ranches; or any other designation not being the legal name of the person or artificial legal entity.

(b) Corporations in good standing in the state or country of their incorporation.

© General or Limited Partnerships, and Limited Liability Companies in good standing in the state, province or country of their organization.

(d) Syndicates or joint ventures, in good standing in the state, province or country of their organization.

(e) Decedent's Estate, Trust, Guardianship or other Custodial Legal Entity. In the event of the death of a member, such person's membership may be continued to his or her legal representative during the settlement of the deceased member's estate for a period not exceeding two years from the date of issuance of Letters of Office, provided that the legal representative shall not be entitled to voting powers. No such legal representative shall be recognized by the Corporation as such representative until he or she has filed with the Corporation a certified copy of the instrument evidencing his or her authority as such legal representative, including but not limited to Letters of Office or a Small Estate Affidavit as described in 755 ILCS §5/25-1 et seq.

Footnote: This section was expanded to deal with several issues involving "agents" and members wanting to conduct estate planning and other risk avoidance issues but unable to under our existing Bylaws.

 

[Minimor]

Actually, now that I’ve read through the current membership by-laws again, I think someone is putting his own interpretation on what the existing by-law actually says.

Yes, it does say that former members may be reinstated by a vote of 2/3 of the BOD—but that particular clause comes after the section that sets out those things that terminate membership:

Section 2.11 – Termination of MembershipAny member of the Corporation may be expelled by a majority vote of the Board of Directors for: (1) dishonesty in the registration or transfer of Shetland Ponies, Miniature Horses, American Show Ponies, or other small equines registered by the Corporation; (2) failure to abide by the rules and regulations of the Corporation as established by the Board of Directors; (3) any other conduct derogatory to the best interests of the Corporation, provided that such member shall have any additional relief provided in the Articles of Incorporation referring to expulsion. In connection with any proposed expulsion of a member, the procedure shall be as follows:

© The passing of a motion by a majority of the Directors specifying the charges against the member involved.

1. The mailing or delivery by the Director of Operations within ten days of a copy of such motion to the member involved.

The member, by giving written notice by personal service or by certified mail, return receipt requested, addressed to the Director of Operations within ten days of the date of mailing the notice by the notice by the Corporation, shall have the privilege of appearing before the Board of Directors for the purpose of making any explanation of, or defense to, such charges, and to have the matter reconsidered by the Board.

In the event the member involved requests an appearance before the Board, a meeting of the Board of Directors shall be held in a designated location within such time from the date the Corporation receives notice from the member as may be determined by the Board of Directors, but in any event on or before the expiration of six months. The member shall appear at said meeting and present whatever evidence the member wishes for the Board to consider in connection with the matter. The board shall advise the member of its decision immediately following the meeting, and the Director of Operations shall, within ten days thereafter, mail a copy of the decision to the member via certified mail, return receipt requested. For purposes of this Section, notice shall be deemed to have been delivered on the date personal service is made or as of the date the party to whom the notice is sent via certified mail accepts delivery of the notice.

Notwithstanding the provisions of this Section, a member may receive disciplinary action, including but not limited to a suspension of membership privileges for a period of time pursuant to the rules and regulations of the Corporation.

Section 2.12 – Resignation

Any member may resign by filing a written resignation with the Director of Operations, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments or other charges theretofore accrued and unpaid.

Section 2.13 – Reinstatement

Upon written request signed by a former member and filed with the Director of Operations, the Board of Directors may by affirmative vote of two-thirds of the members of the Board reinstate such former member to membership upon such terms as the Board of Directors may deem appropriate.

In our existing by-laws there is absolutely nothing that states a membership is “terminated” by failure to pay dues. Obviously if a member doesn’t pay the membership dues when the existing membership expires at the end of the year then he/she is no longer a member, but that doesn’t mean the membership is “terminated” as such—not according to the description of what constitutes termination under our by-laws. Therefore, when that member does pay his/her dues to renew the membership, the BOD does not need to hold a vote to approve the reinstatement of that member. The dues get paid, the membership card gets sent out, and that is that. The individual is once again a member in good standing. There is nothing in the by-laws that says otherwise. Ray’s argument in favor of this by-law change is simply not valid IMO.

Contrary to what anyone says, I don’t see these by-law revisions being a benefit to any of us. When it comes to voting on these revisions I hope the majority will vote NO.