Bylaws

Western States Farrier Association Bylaws

 

Office

 

~101 Office:

The principal location for the transaction of business is the residence of the current president. The  Board of Directors may change the location of the principal office.

 

Membership

 

~201 Membership:

(a) Membership categories shall be: Student Membership, Regular Membership, Honorary              Membership, Mentor Membership and Gold Card Membership.

 

~202 Voting Membership:

 (a) Voting members shall be individuals who have complied with ~212.

 

~203 Student Membership:

(a) Shall be any first year student of farriery.

(1) By means of a school or

(2) An apprenticeship or

(3) Who has complied with ~212 (a) (2)

(b) is limited to one year from inception.

 

~204 Regular Membership:

(a) Shall be a person, company or organization and has complied with ~212 (1).

 

~205 Honorary Membership:

(a) Shall be a person who has met the following qualifications:

(1) been nominated by a member in good standing and accepted by a majority vote of the       Board of Directors.

 

~206 Mentor Membership:

(a) Shall be a person who is at least 60 years old

 

~207 Gold Card Membership:

(a) Shall be a member who has met the following qualifications:

(1) been nominated by a member in good standing and accepted by a majority vote of the       Board of Directors.

(2) must have been shoeing/teaching farriery for at least 20 years

(b) A Gold Card Membership:

(1) is a life membership

(2) does not pay dues

(3) has a vote

 

( c) Only one Gold Card Membership can be awarded per calendar year

 

 

 

 

 

~208 Voting Rights of Members:

(a) Each voting member is entitled to only one vote.

 

~209 Annual General Membership Meeting:

(a) The Annual General Membership Meeting shall be held as determined by a resolution of the Board of Directors.

(b) Written notice of the time and place of the annual meeting shall:

(1) be sent to every voting member by mail or any other form of communication

(2) to the members of address of record

(3) shall be mailed or delivered at least 14 days before the date of the meeting

 

~210 Special Meetings:

(a) Special meetings for any purpose(s) shall be called:

(1) at any time by the President

(2) by a majority of the Board of Directors

(b) By notice to comply with ~209 (b) (1) (2) (3)

 

~211 Quorum:

(a) The Quorum for any meeting of the members shall be 10% of the voting members in attendance

 

~212 Membership Dues:

(a) Dues shall be determined by the majority of the Board of Directors

(1) Regular members shall pay an annual membership dues of $75 annually.

(2) Student members shall pay a membership dues of $25 annually, their first year

(3) Mentor members shall pay a membership dues of $25 annually.

(4) Honorary and Gold Card members pay no dues for lifetime.

(b) All dues are payable annually on or by the third week of May each year

 

~213 Statement of Dues:

(a) There shall be sent to each member’s address of record a statement of dues then payable

 

~214 Procedure for Admission to Membership:

(a) Membership shall be accepted on receipt of a completed application form accompanied by                  membership dues as describe in ~212.

 

~215 Expulsion of Members:

(a) Any member may be expelled or suspended by the affirmative vote of the Board of Directors for            conduct which the Board of Directors shall deem inimical the best interests of the association.

(b) The membership of any such person and all rights pertaining to that membership shall terminate          immediately on expulsion.

 

 

 

 

 

 

 

 

Directors

 

~301 Number and Qualifications:

(a) The authorized number of Directors shall be seven until:

(1) changed by the Articles of Incorporation or

(2) by amendment to these Bylaws adopted by the members

(b) Each Director shall be a voting member

(c)  If a person ceased to be a voting member then they shall also cease to be a Director

 

 

 

~302 Quorum:

(a) A majority of the Board of Directors shall constitute a quorum for the transaction of business.

 

~303 Voting and voting rights of Directors:

(a) Each member of the Board of Directors shall have only one vote, except:

(1) The Chair does not have a vote except in the case of a tie vote.

(b) Each member of the Board of Directors may assign a proxy vote if:

(1) the proxy vote is assigned to a member in good standing who is one the Executive Board

(2) at the time of the meeting, verified authorization assigned to the proxy vote has been sent       to or is in the possession of:

(a) An Executive Board member

(b) The President

(c) The letter assigning the proxy vote:

(1) shall be given to the Secretary and entered into the Minutes of the meeting

(2) may be specific to one vote or general for the whole meeting

(3) is binding and may not be contested

 

~304 Election and Terms of Office:

(a) The general membership shall elect all Directors for a term of two years.

(1) Directors may serve after their term has expired until a successor is elected or appointed.

(b) Successors of Directors who terms of office are expiring shall be put in nomination at the Annual          General Membership Meeting.

(c) Election shall be by mail balloting following the nominations.

(d) Ballots shall be mailed to each voting member at their address of record and:

(1) be accompanied by Self Addressed envelope with no return address.

(e) Ballots must be returned and in the hands of the Elections Committee no later than the date              specified on the ballot.

(f) Late ballots will not be counted.

(g) New Directors shall take office 30 days after the end of the election date.

 

~305 Vacancies:

(a) Vacancies in the Board shall be:

(1) Be filled by a majority vote of the Board of Directors or

(2) by the sole remaining Director

(b) The appointed Director shall serve out the remainder of the term.

 

 

 

~306 Place of Meeting:

(a) Regular meeting of the Board of Directors shall be:

(1) at any place within or without the state, that has been designated by resolution or consent        of the Board.

 

~307 Meetings:

(a) Meeting of the Board of Directors for any reason shall be:

(1) shall be called at any time by the President or

(2) by any two Directors.

(b) Notice of the time and place of special meeting shall be:

(1) Be delivered personally to each Director or

(2) sent to each Director by mail or

(3) be sent by any other form of communication or

(4) sent to the Director’s address of record

(5) the notice shall be made at least  five days before the holding of the meeting.

(c)  The transactions of any meetings of the Board of Directors, however called and noticed and whenever held, shall be as valid as though enacted at a meeting held after regular role call and notice if, a quorum is present.

 

~308 Actions without a Meeting:

(a) Any action by the Board of Directors may be taken without a meeting if all members of the Board         individually and collectively consent to this action.

(b) Such consent shall be recorded and filed with the Minutes of the proceedings of the Board.

 

~309 Compensation:

(a) The Board of Directors shall receive no compensation for their services as Directors.

(b) However, out of pocket expenses due to Association business shall be reimbursed upon a                   majority vote of the Board of Directors.

 

~310 Powers of Directors:

(a) Subject to limitations of the Constitution, other sections of the Bylaws, all powers of the                     Association shall be exercise by or under the authority of, and the business and affairs of the               corporations shall be controlled by the Board of Directors, without limiting the general powers.

(b) The Board of Directors shall have the following powers:

(1) to select and remove all other Directors, Officers, agents and/or employees of the

Association.

(a) prescribe such powers and duties for them as may not be inconsistent with the law,

the Constitution or Bylaws.

(b) Fix their compensation.

(2) to conduct, manage and control the affairs of the Association and:

(3) make rules and regulations, not inconsistent with law, the Constitution or the Bylaws

(4) to borrow money and incur indebtedness for the purposes of the Association

(5) and for that purpose to be caused and executed and delivered, in the Association name:

(a) promissory notes

(b) bonds

(c) deeds of trust

(d) mortgages

(e) pledges

(f) hypothecation’s or other evidence of debt and securities

 

 

Officers

 

~401 Officers:

(a) The Officers of the Association shall be:

(1) President

(2) Vice President

(3) Secretary

(4) Treasurer

(b) The Officers plus three Directors shall make up the complete Board.

 

~402 Elections:

(a) The general membership shall elect all Officers for terms of two years.

 

~403 Vacancies:

(a) A vacancy in any office because of:

(1) death

(2) resignation

(3) removal

(4) withdrawal

(5) disqualification or otherwise

(b) Shall be filled by the Board of Directors as prescribed in ~304.

 

~404 Duties of the President:

(a) Subject to the Board of Directors, the President shall have:

(1) general supervision, direction and control of the business and affairs of the Association

(2) shall preside at all meetings of the members and Directors

(3) shall have such other powers and duties as may be prescribed from time to time by the            Board of Directors

(4) shall submit the Board of Director’s letter to the newsletter

(a) this letter may be written by the President or Board member but must be submitted by the President.

 

~405 Duties of the Vice President:

(a) In the absence or disability of the President, the Vice President shall preform all the duties of the          President.

(b) In so acting shall have all the powers of the President.

(c) The Vice President shall have such other powers and preform such other duties as may be                  prescribed by the Board of Directors.

 

~406 Duties of the Secretary:

(a) The Secretary shall:

(1) Keep a full and complete record of the Minutes of the Board of Directors meetings

(2) and any general membership meetings

(3) shall submit the Secretary’s report to the newsletter

(4) organize agenda of past and new business for Board meetings

(5) notify all Board members at least five days prior to all meetings

(6) receive submissions for agenda items

(7) act as a liaison with members at large and make service of such notices as may be       necessary or proper

(8) shall supervise that keeping of the records of the Corporation

(9) shall discharge such other duties of the office as prescribed by the Board of Directors.

 

~407 Duties of the Treasurer:

(a) The Treasurer shall:

(1) be handed and shall receive and safely keep all funds of the Association

(2) shall deposit them in the bank(s) that may be designated by the Board of Directors

(3) the funds shall be paid out upon signing the checks belonging to the Association

(4) shall submit all financial reports to:

(a) The Board of Directors

(b) the newsletter

(5) shall have such other powers and preform such other duties as may be prescribed from            time to time by the Board of Directors.

 

Miscellaneous

 

~501 Execution of Documents:

(a) The Board of Directors may authorize any Officer or agent to enter into any contract or execute             any instrument in the name of and on behalf of the Association.

(b) This authority may be general or confined to specific instances.

(c) Unless so authorized by the Board of Directors, no Officer, agent or other person shall have the            authority to:

(1) to bind the Association by any contract or engagement or

(2) to pledge it’s credit or

(3) to render it liable for any purpose of any amount

 

~502 Inspection of Bylaws:

(a) The Association shall keep the original copy of these Bylaws, as amended or otherwise altered to        date, certified by the Secretary, which shall be open to inspection by all the members at all                   reasonable times.

 

~503 Rules of Order:

(a) The rules contained in Robert’s Rules of Order, revised, shall govern all members meetings and        Director’s meetings.

(b) Except in instance of conflict between Robert’s Rules of Order and the Articles of Incorporation,           or  Bylaws, or provisions of law.

 

Amendment of Bylaws

 

~601 Bylaws:

(a) Bylaws may be amended or repealed and new Bylaws adopted by the vote of a Quorum of the             members of the Board of Directors at any Director’s meeting.

(b) Except that a Bylaw fixing or changing the number of Directors may be adopted, amended, or               repealed only:

(1) by the vote or written consent of a majority of voting members

(2) a meeting of voting members called for that purpose:

(1) the majority shall be a Quorum as per ~211

(2) a majority vote is required