vtmorganhorse

Article I – NAME

This corporation is the Vermont Morgan Horse Association, Inc.

Article II – OBJECT

The Vermont Morgan Horse Association (“Association”) is organized exclusively for educational purposes. Those educational purposes include, but are not limited to, disseminating the unique history of the Morgan breed, sponsoring activities to further the public’s knowledge of the Morgan Horse as a versatile pleasure, breeding and show animal, and providing scholarship and educational opportunities for young adults.

Article III – MEMBERSHIP           

  1. Morgan owners, friends, and enthusiasts are invited to apply to become a member in good standing upon written application accompanied with payment of one year’s dues. Membership criteria shall be accepted, regardless of state of residence. Members must be in good standing to vote at meetings of the Association or be elected to office. Members 18 years of age and older are entitled to one vote each.
  2. Memberships categories are as follows: Individuals, Families, Youth and Life.
  3. Individual: Individual members shall be 18 years of age and older. An individual membership shall entitle that person to all rights and privileges upon payment of a one-year fee.
  4. Family: Family Memberships are restricted to immediate members of the family, defined as adult, spouse and/or partner and may include minor children under 18 years of age.
  5. Junior: Junior members shall be under 18 years of age. Youth membership dues shall be one-half of the individual membership fee.
  6. Life: Life membership is open to an individual 18 years or over upon payment of a fee as determined by the Board of Directors. Life Members are entitled to all rights and privileges of an Individual member for the balance of that person’s lifetime. Life members shall be exempt from payment of annual dues.
  7. Membership in the Association is on a yearly basis (with the exception of Life members) for the period January 1 through December 31.
  8. The Board of Directors shall determine annual dues for Individual, Family, Youth and Life (1 time) membership dues. Thirty days’ notice is required to notify the membership of any changes of dues.

Article IV – BOARD OF DIRECTORS AND OFFICERS  

  1. BOARD OF DIRECTORS

The Board of Directors of the Association shall be composed of twelve active members of the Association who are in good standing. Directors are elected by vote by the majority present or by proxy at the annual meeting of the Association. All Directors shall serve a three-year term.  The terms will be staggered.

  1. The Board of Directors shall manage the business and affairs of the Association.
  2. After approval of the Association budget by the membership, the Board of Directors must approve all non-budgeted or non-routine expenditures of funds.
  3. Vacancies on the Board of Directors shall be filled by the President with input from the Board of Directors. The President after discussion with the Board, will appoint the replacement for the remaining term of the vacating Director.
  4. QUORUM: A majority of the members of the Board shall constitute a quorum. Participating in Board Meeting(s) may be done in person, phone or other electronic method.
  5. OFFICERS

The Officers of the Association shall be a President, a Vice-President, a Secretary and a Treasurer. The Board of Directors shall elect the President, Vice-President, Secretary and Treasurer after its election by the members, and a meeting shall be held without notice for this purpose immediately after the Annual Meeting of the Members. All officers shall serve a one-year term.  All Officers and Directors of the Association shall be active members of the Association in good standing. The President and Secretary of the Association shall be active members of AMHA.

  1. PRESIDENT shall preside at all meetings of the Board and Association Members, review and/or sign all documents on behalf of the Association with input from the Board, appoint all committees, and shall call any special meetings of the Association or the Board of Directors.
  2. VICE-PRESIDENT shall exercise any power or duty of the President in their absence.
  3. SECRETARY shall post all notices to members, carry on all correspondence for the Association and the committees, and keep accurate minutes of all meetings of the members and of the Board of Directors.
  4. TREASURER shall receive and keep records of all monies, debts, obligations, etc. of the Association. The treasurer may sign checks and make distributions from time to time according to the budget with the exception of non-budgeted or over-budget items, which must be authorized by the Board of Directors for the purpose of meeting financial obligations of the Association. A complete financial report will be given by the treasurer at the Annual Meeting.
  5. ELECTIONS

The terms of the Directors shall be staggered so that only 1/3 of the directors will be up for election any year. Members of the Board of Directors shall be elected for a term of three years.

  1. NOMINATIONS. Following the report of the Nominating Committee, proxies and nominations from the floor will be accepted.
  2. ELIGIBILITY OF CANDIDATES. The Secretary of the association shall confirm the eligibility of all candidates, i.e., that they are active members of the Association in good standing as of January 1 and have been active members for at least one year.
  3. ELIGIBILITY OF VOTING MEMBERS. The Secretary of the Association shall confirm the eligibility of all voting members. To be eligible to vote, a person must be an active member of the Association in good standing in the current year.
  4. VOTING. All votes will be cast in person or by proxy at the Annual Meeting.

Article V – Meetings           

  1. The annual meeting of the Association shall be held between the third weekend in October and the third weekend in November.
  2. Notice of the Annual Meeting shall be sent in writing by the Secretary to all members in good standing 30-45 days before the date of the meeting.
  3. Special meetings may be held upon call by the President and notice in writing shall be sent to all members in good standing not less than ten days before the date of the meeting.
  4. Meetings of the Board may be held upon call by the President or by request of three members of the Board. Members of the Board shall be notified in writing, by telephone or in person at least twenty-four hours before the time of the meeting.
  5. Notices of meetings shall include the date, hour, place and agenda.
  6. Order of business at the Annual Meeting shall be:
  • Review of the minutes of previous annual meeting
  • Report of the Secretary
  • Report of the Treasurer
  • Report of the Board of Directors
  • Report of the VMHA Show(s) Committee Chair(s)
  • Unfinished business
  • Announcement of Election Results and installment of the new Board of Directors.
  • New Business
  • Discussions
  • Election and Announcement of new Officers by the Board of Directors at the next meeting of the Board.
  • Adjournment
  1. A quorum of the Association consists of 10% of its members present and voting in person or by proxy.

Article VI – COMMITTEES

  1. The President shall set all committees and appoint all committee Chairs necessary to carry on the business of the Association except for the Nominating Committee, which shall be chosen by the Board of Directors. The Chairs of the committees will appoint the members of the committee (except for nominating). The President shall be Ex-officio member of all committees.
  2. All committees shall make full report of their activities at the Annual Meeting unless otherwise instructed by a vote of the Association.
  3. STANDING COMMITTEES
  4. NOMINATING COMMITTEE – to consist of three active members of the association, and it is the duty of this committee to nominate and place on a ballot at least five Director candidates, three of whom shall be elected to the Board by the membership, prior to the annual meeting of the Association. The report of the Nominating Committee shall be forwarded to the President by September 30. The nominating committee shall also place on the ballot the name of any eligible member who submits in writing a request to be placed on the ballot and sent to the secretary by September 15.
  5. BUDGET/FINANCE COMMITTEE – to consist of three active members of the association to review and make annual budgetary or fiduciary recommendations.
  6. AUDITING COMMITTEE – to consist of two active members of the Association and an external CPA. It shall be the duty of the committee to audit all financial records of the Association and to render its report at each annual meeting held during the first quarter of the year.
  7. PROMOTION COMMITTEE – to help promote the objectives of the Association through various activities.
  8. HISTORICAL COMMITTEE – To preserve the history of the Association.
  9. SHOW COMMITTEES – The VMHA Show  Chair(s) are appointed by the Board of Directors. Committee Chair(s) of the VMHA Show(s) shall appoint the Show Committees. NOTE: A Director may be appointed as a VMHA Show Chair while retaining their Board of Director term and role.
  10. OTHER COMMITTEES – may be recommended by the Board of Directors to the President at any meeting of the Association or Board of Directors.

Article VII – DISPOSITION OF PROPERTY UPON DISSOLUTION

A special meeting and a majority vote of the membership shall be required to dissolve the ASSOCIATION. Upon the dissolution of the corporation (ASSOCIATION), assets shall be distributed to one or more exempt purposes within the meaning of section 501(c)3 or (c)5 of the Internal Revenue Code or the corresponding section of any future federal tax code. Assets shall be dispersed to one or more non-profit organization(s) with similar mission(s) based upon a recommendation of the Board of Directors.

Article VIII – AMENDMENTS        

These Bylaws may be amended, repealed or replaced by a vote of two-thirds of the members represented in person or by proxy at any meeting of the Association if notice of the meeting states the proposed amendment or repeal and provided all the members of the association have been notified with a minimum 30-days notice of the proposed change(s).

ARTICLE IX – FEDERAL RULES   

The organization will take all reasonable and necessary steps to be considered eligible under section 501(c)5 or 501(c)3 of the Internal Revenue Code, or corresponding section of any future Federal tax code.

ARTICLE X – VERMONT STATUTES        

Any matters pertaining to members and membership not specifically address in these bylaws will conform to Title 11B of the Statutes of the State of Vermont.

ARTICLE XI – STANDARDS OF CONDUCT

The Association expects and requires its directors to conform to Vermont Statutes Title 11 B, Section 8.30, General standards for directors, and Section 8.31, Director conflict of interest. VMHA recommends and expects that all persons will conduct themselves in an honest, forthright, ethical, and sportsmanlike manner.

ARTICLE XII – FISCAL YEAR       

The fiscal year of the corporation shall begin on the first day of December and end on the last day of November in each year.

ARTICLE 1 – NAME

This corporation is the Vermont Morgan Horse Association, Inc.

ARTICLE 11 – OBJECT

The Vermont Morgan Horse Association (“Association”) is organized exclusively for educational purposes. Those educational purposes include, but are not limited to, disseminating the unique history of the Morgan breed, sponsoring activities to further the public’s knowledge of the Morgan horse as a versatile pleasure, breeding and show animal, and providing scholarship and educational opportunities for young adults.

ARTICLE III – MEMBERSHIP

Any person interested in Morgan horses may become an active member in good standing upon written application accompanied by payment, in advance, of one year’s dues as voted by the membership. Memberships may be for individuals, families, and youth. Only members 14 years of age and older may vote. Family memberships are restricted to immediate members of the family. “Immediate family” shall be defined as husband, wife, and minor children. “Youth members” shall be 21 years of age and younger. Youth membership dues shall be one-half of the individual membership fee. “Lifetime members,” upon payment of a fee as determined by the membership, shall be entitled to all rights and privileges of a regular member for the balance of that person’s lifetime. Thirty days notice to membership to change dues.

ARTICLE IV- OFFICERS

a) The officers of the Association shall be a President, Vice-President, Treasurer, Clerk, VMHA Show manager, and six directors. They shall be elected at the Annual Meeting for terms of one year, with the exception of the Directors who shall have three year terms, and shall serve until their successors are elected.
b) The Executive Committee shall consist of the Officers and Directors whose terms as members of the Executive Committee shall be concurrent with their terms as elected officers.

ARTICLE V- DUTIES OF OFFICERS

a) The President shall preside at all meetings of the Association, and act as Chairman of the Executive Committee. Unless voted by the Association, he shall appoint all committees, except the Nominating Committee, which shall be appointed by the Executive Committee. He shall call special meetings of the Association and of the Executive Committee and perform all other duties usually assigned to this office. The President shall be Ex-officio of all committees.
b) The Vice-president, in the absence or inability of the President, shall perform the duties of the President.
c) The Treasurer shall receive and keep records of all monies, debts, obligations etc. of the Association. He may sign checks and make disbursements from time to time when authorized by the Executive Committee, for the purpose of meeting financial obligations of the Association. He shall give a complete financial report at each Annual Meeting. The fiscal year shall end on the last day of September.
d) The clerk shall conduct the correspondence of the Association, shall send notice of the meetings of the Association and the Executive Committee, and shall record all minutes of those meetings upon the records of the Association.
e) The Executive Committee shall manage the current and ordinary business of the Association, and shall display ways and means of achieving the object of the Association.

ARTICLE VI -VACANCIES IN ELECTED OFFICES

When a vacancy occurs in any office from any cause before the normal end of the term for that office, the president shall appoint a member to the office for the unexpired term.

ARTICLE VII – MEETINGS

a) The annual meeting of the Association shall be held between the third weekend in October and the third weekend in November.
b) Notice of the Annual Meeting shall be sent in writing by the Clerk to all members in good standing one month before the date of the meeting.
c) Special meetings may be held from time to time upon call by the President and notice in writing shall be sent to all members in good standing not less than ten days before the date of the meeting.
d) Meetings of the Executive Committee may be held from time to time upon call by the President or by request of three members of the Committee. Members of the Committee shall be notified in writing, by telephone or in person at least twenty-four hours before the time of the meeting.
e) Notices of meetings shall include the date, hour, place and agenda.
f) Order of business at the Annual Meeting shall be:
Reading of the minutes of previous meeting
Report of the Clerk
Report of the Treasurer
Report of the Executive Committee
Reading of Communications
Unfinished business
Election and Installation of Officers
New Business
Discussions
Adjournment
a) A quorum of the Association consists of fifteen of its members present and voting in person.
b) A quorum of the Executive Committee consists of five of its members present and voting.

ARTICLE VIII – COMMITTEES

a) The President shall appoint from time to time such standing committees as may be authorized by a vote of the Association.
b) All committees shall make full report of their activities at the Annual Meeting unless otherwise instructed by a vote of the Association.

ARTICLE IX – DISPOSITION OF PROPERTY
UPON DISSOLUTION

Upon dissolution of the VMHA, its assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code (or corresponding section of any future federal tax code) to the University of Vermont for use in its Morgan Horse related programs, such as the UVM Morgan Horse Farm, provided that the University of Vermont is exempt under section 501(c)(3), or otherwise eligible to receive the funds, at the time the dissolution takes place. Alternatively, if the University of Vermont is not eligible to accept the assets of the VMHA upon its dissolution or if the University of Vermont has no Morgan Horse related programs, the assets of the VMHA shall be distributed to the federal government, or to a state or local government, for a public purpose.

ARTICLE X – AMENDMENTS

These By-laws may be amended or replaced by vote of two-thirds of the members represented in person at any meeting of the Association if notice of the meeting states the proposed amendment or repeal.