Bylaws of the Guardian Arabian Horse eClub ARTICLE I: NAME, MISSION, PURPOSE, AND ORGANIZATION SECTION A: NAME The name of the association shall be Guardian Arabian Horse eClub (GAHeC), hereinafter referred to in these bylaws as the Club. SECTION B: MISSION To offer fellow Arabian Horse lovers an online opportunity to participate in an AHA club, where the primary goal is to preserve, protect, and defend the Arabian Horse, and to support those people who love them, independent of bloodlines, disciplines, or other pursuits. SECTION C: PURPOSE This Club has been formed to support our mission and to offer the benefits of AHA affiliation to its members. To achieve this end, the Club shall: 1. Foster, encourage, and mentor online participation by the Arabian Horse Community. 2. Formulate programs and engage in such other activities that are in the best interest of purebred and partbred Arabian horses and their owners (present and future). Focus on developing the online potential of AHA clubs. 3. Cooperate with the Arabian Horse Association (AHA) and with other relevant organizations, associations, societies, and individuals to support the welfare of the purebred and partbred Arabian horse. 4. Preserve and protect the legacy and heritage of the Arabian horse breed. 5. Do any and all things necessary or appropriate to accomplish the foregoing objectives and to respect the interest of the members, hereof, as owners, breeders, and admirers of the purebred and partbred Arabian horse. This Club does not contemplate pecuniary gain or profit to the members hereof and it is organized for nonprofit purposes. Section D: Location As an Internet-based club, the principal place of business will be the club mailing list/forum. Any land-mail correspondence will be to the appropriate officer. All email and physical mailing addresses will be part of the public record of club members. Section E: Fiscal Year The fiscal year of the club will be January 1 through December 31 of each year. Section F: Governance As an Arabian Horse Association (AHA) chartered club, GAHeC shall abide by the current rules of AHA. ARTICLE II: MEMBERSHIP SECTION A: CLASSES OF MEMBERSHIP This Organization shall be composed of the following four (4) classes of membership: 1. Adult Affiliate Members 2. Junior Affiliate Members 3. Lifetime Affiliate Members 4. Social Members SECTION B: QUALIFICATIONS Members shall be persons of responsibility, integrity and sound moral character and their membership should be in the best interest of the Club. Members shall have paid such dues as may be established by the Club. 1. Affiliate Member: To qualify for membership as an adult member of the Club, a person shall be 18 years of age or over and shall have paid such dues as has been established by the Club, together with those additional dues and charges set forth by AHA. An adult member shall have voting privileges and shall be eligible for any office of AHA or the Club. 2. Junior Affiliate Member: To qualify for membership as a Junior member of the Club, a person shall be under 18 years of age (age for the purpose of this membership shall be considered to be the age attained as of January 1 of the year in which application is submitted) and shall have paid such dues as has been established by the Club together with those additional dues and charges set forth by AHA. They shall not have voting privileges or be eligible for any office other than those privileges and officers of the Arabian Horse Youth Association (AHYA). 3. Life Members: Those AHA life members, choosing the Club as their affiliate club, shall pay such Club dues as set forth by the Club. A life member shall have all privileges as an Affiliate member. 4. Social Member: To qualify for membership as a Social member of the Club, a person may be any age. A Social member shall have all voting privileges except those pertaining to AHA policies and procedures and may not hold executive officer and delegate positions. Dues shall be paid as has been established by the Club. SECTION C: ELECTION TO MEMBERSHIP Any person desiring membership in the Club may request a membership application from the Club. The completed application, accompanied by the established fees or dues, shall be submitted to the Club. The Executive Committee shall review the applicant’s qualifications, shall within 30 days of submission present the applicant and their recommendation re: approval or rejection to the membership at the next normal monthly meeting, and solicit a vote on approval or denial of membership. The Secretary shall notify that applicant of their acceptance or denial of membership and add the new member’s name to the Club’s roster within the time frame in effect as designated by the Club at that time. SECTION D: TERMINATION OF MEMBERSHIP Membership in this Club shall be suspended if regular dues are more than 60 days delinquent. A late notice shall be mailed after regular payment is 30 days delinquent. If membership dues are not paid in full, membership shall be terminated. A reinstatement fee, in additional to regular member dues, may be required for a member to be reinstated. If for any reason any member of the club decides to bring litigation against it or its executive committee, they will agree to arbitration before going to court. Any member of the Club may be suspended or expelled by a majority vote of the Executive Committee, subject to ratification by a majority vote of club membership, for failure to abide by the rules and regulations of the Club concerning unsportsmanlike conduct or for any action which is opposed to or detrimental to the objectives and/or purposes of the Club. The member shall be notified in writing of said action and shall be given the opportunity to appear before a special Executive Committee meeting called for that specific purpose. This special meeting shall be held in closed online discussion. Upon termination of membership, a prorated portion of the current year’s dues shall be remitted to the expelled member. ARTICLE III: FEES AND ASSESSMENTS SECTION A: FEES Fee schedules shall be determined by a majority vote of the membership present at a regularly constituted meeting, preceded by at least 30 days notice to the membership of a proposed change. There must be a quorum present for such a vote. SECTION B: ASSESSMENTS Special assessments, recommended by the Executive committee, may be levied by a majority vote of the membership present at a regularly constituted business meeting, preceded by at least 10 days notice in writing to the membership of the proposed assessment. There shall be a quorum present for such a vote. ARTICLE IV: GENERAL POWERS AND DUTIES OF OFFICERS SECTION A: EXECUTIVE COMMITTEE The Executive Committee shall consist of 1) President, 2) Vice-President, 3) Secretary, 4) Treasurer, and 5) Immediate Past President. 1. Duties a. Establish the agenda for Club meetings. b. Arbitrate conflicts of interest among the membership of the Club which affect Club operation and effectiveness. May designate a mediator to perform this arbitration. c. Resolve and/or carry out any disciplinary action necessary from mediated conflicts. d. Designate a nominating committee to solicit candidates for office and draw up a prospective slate of nominees for election as Executive Officers of the Club and AHA delegate(s). e. Resolve conflicts of interest between the Club and any external organization. SECTION B: EXECUTIVE OFFICERS: The elected officers of the Club shall be President, Vice President, Secretary, and Treasurer. The term of office shall be for one (1) year. The President can serve no more than two consecutive terms. In order to qualify for an Executive Officer position an individual must hold an adult affiliated membership in the Club. 1. Duties a. President: Shall preside at all meetings of the Club. Shall serve as Chairman of the Executive Committee. The President shall appoint such committees and/or commissions as are necessary and shall not vote on Club matters except in election of Officers and AHA delegate(s) and to resolve a tie vote. b. Vice President: Shall carry out the duties of the President in the absence of the President. c. Secretary: Shall record the minutes of the Club and Executive Committee meetings. Maintains all records as may be required with a copy archived in a designated area. Shall conduct all incoming and outgoing correspondence of the Club, with the exception of work assigned to others, wherein copies of all incoming and outgoing correspondence by others will be supplied to the Club Secretary for file. Until such time that the Club determines that a Membership Chair is needed, shall keep the official membership roster containing names and addresses of all members. Election or termination of membership shall be recorded together with the date on which membership began or ceased. d. Treasurer: Shall maintain accurate records of all monies collected and disbursed by the Club. These records shall be maintained in a standard, simple accounting format and be made available to members upon written request. SECTION C: REMOVAL AND RESIGNATION OF OFFICERS In the event that any elected Executive Officer is unable to fulfill his/her duties and does not tender a resignation, the balance of the Executive Committee shall determine the necessity for a replacement, subject to ratification by the voting membership. Two-thirds majority of the voting membership present at the time the vote is taken is required for recall. Any member of the Executive Committee or other elected officer may resign at any time by giving written notice to the President. The resignation will be effective the date of such notice or a date specified therein. A failure of any officer to attend three consecutive regular Club meetings without prior notice to the membership shall be construed as a resignation of that Officer. Nominations for replacement will be accepted from the general membership and a special election held. ARTICLE V: MEETINGS SECTION A: MEETINGS OF THE MEMBERSHIP 1. Regular Meeting: Regular meetings of the Club shall be held monthly using an online chat service. Every attempt will be made to assure that all members can effectively use the designated chat. A tentative agenda will be emailed or posted on the club forum at least one week ahead of the scheduled meeting. 2. Special Meeting: a. Special meetings may be called by the President of the Club, provided notice stating purpose or agenda, date and time is provided to the membership via email or forum post at least three days in advance. b. The membership, as defined by a majority of voting members at a general meeting, has the option to petition the President for any particular action. This petition requires the President to call a special meeting for this particular agenda item(s) 3. Executive Committee Meeting: Regular meetings may be held at the discretion of the Executive Committee. The agenda, date, and time of any meetings shall be emailed to the membership for comment. 4. Quorum a. General membership meeting: A quorum shall consist of 1/2 of the voting members of the club. b. Special meeting. A quorum shall consist of the voting members present. c. Executive Committee meeting: A quorum shall consist of the officers present. SECTION B: VOTING Each adult member in good standing shall have one vote, and voting by proxy shall not be allowed. Social members shall have voting privileges regarding club elections or other ballots, but may not vote on AHA elections. General voting may be via voice vote at scheduled meetings. Elections will be via secret ballot. SECTION C. MEETINGS OF THE EXECUTIVE COMMITTEE The Executive Committee may meet as described in SECTION A, 3. above. All measures and/or actions shall be carried by a clear majority vote, subject to ratification of the membership. In the absence of a quorum, the Officers present may adjourn the meeting to a specified time and place but cannot conduct any other business. SECTION D: NOTICE OF MEETINGS Notice of scheduled meetings shall be via email or forum post by the Secretary. SECTION E: PARLIAMENTARY AUTHORITY The rules contained in Robert’s Rules of Order Revised shall govern the Club in all cases to which they are applicable. ARTICLE VI: FINANCIAL SECTION A: GAHeC is a non-profit organization. All funds shall be used in accordance with our stated purpose and to provide for the continued functioning of the club. SECTION B: The treasurer will present any and all propective payments to the membership body either via email or at a regularly scheduled meeting for approval by majority vote, unless said funds have been donated to the club to satisfy a specific requirement or purpose. SECTION C: At the close of the fiscal year the books will be made available to the general membership for review. This financial statement will be posted in the club archives. SECTION D: Should the Club be dissolved, any remaining funds net any outstanding obligations shall be donated to a charity or other benevolent use as determined by majority vote of the members. ARTICLE VII: AFFILIATION SECTION A: ARABIAN HORSE ASSOCIATION The club shall maintain an active affiliate membership status in the Arabian Horse Association (AHA). SECTION B: DELEGATE(S) TO AHA CONVENTION AND OTHER AHA FUNCTIONS AHA Delegate(s) will be nominated according to the same policies and procedures as the Executive Officers. The term of office for an elected delegate shall be one year. The full expense of representation shall be the burden of the delegate until such time as the Club may financially support partially or fully such activities. Duties of the delegate(s) are : Represent the Club at the Region 8 meetings, the annual AHA Convention, and any other function of the AHA where the Club voting authority is required. Report to the Club membership the proceedings of each event. ARTICLE VIII: ELECTIONS SECTION A: ELECTION PROCEDURE All club elections, including the Executive Officers and the AHA Delegate(s), shall be conducted via private email ballot. Elections will take place on or before November 1. Ballots shall be sent via email to the Club Secretary or a designated Election Coordinator for tally. Results will be presented at the November club meeting and via email to all members. In the event of a tie vote for any contested office, the November meeting will include a run-off unless the membership in attendence at that meeting moves and passes that the current Executive Committee be called upon to break the tie. SECTION B: NOMINATING COMMITTEE/FLOOR NOMINATION A nominating committee may be appointed by the Executive Committee in September of each election year. This committee shall solicit candidates from the membership and prepare a slate of nominees for the Executive Officers and AHA Delegate(s). This slate shall be presented to the membership at the October meeting and shall be available to all voting members via email and/or forum publication. Floor nominations for Executive Officers and the AHA Delegate(s) shall be accepted at the October meeting. In the event that no nominating committee has been appointed, all nominations shall be accepted from the floor. ARTICLE IX: COMMITTEES AND COMMISSIONS SECTION A: TYPES AND DESCRIPTION 1. Standing Committees: a. The Executive Committee shall establish standing committees as they deem necessary to efficiently conduct the business, educational and social affairs of the Club. b. Any member of the General Membership may volunteer to be a member of a standing committee. 2. Commissions: a. The Executive Committee shall establish any commissions as they deem necessary to efficiently conduct the business and educational affairs of the Club. b. Members on these commissions will be elected by either the Executive Committee or General Membership as is defined upon establishment. 5. Ad hoc Committees a. The President may appoint ad hoc committees as he/she deems necessary to efficiently conduct the affairs of the Club. SECTION B. COMMITTEE ROSTER The Secretary of the Club shall maintain a roster of all committees, unless there is a Membership Chair in position who will maintain this responsibility. The term of office of all committee and commission members shall begin when so appointed and terminate at the end of each election year or when the assignment is completed if before that date. ARTICLE X: AMENDMENTS These by-laws may be amended or replaced at a regular or special meeting of the membership or by private ballot via email, as determined by the Executive Committee. Thirty (30) days notice of the proposed changes must be emailed to the membership before any voting may take place. Approval requires a two-thirds majority vote of a quorum (1/2 of the voting members of the club) in attendance at the scheduled meeting. If a quorum is not available, voting will revert to email ballot. Approval via email ballot requires a two-thirds majority of all voting members. All approved amendments shall be dated, signed by the President, and sent to AHA along with a cover letter signed by both the President and the Club Secretary. ARTICLE XI: POLICIES, PROCEDURES AND PURPOSES Any policies, procedures, or purposes not addressed in these bylaws will be resolved by reference to the AHA "Policies, Procedures, and Purposes" if pertinent. These procedures may be changed by a simple majority vote of the membership at a general meeting provided the item is listed on the Agenda for that meeting. ARTICLE XII: ENACTMENT These by laws shall take effect and be in force from and after passage by the membership of the Club. KNOW ALL MEN BY THESE PRESENT: That we, the undersigned, being members of the organizational group of the Guardian Arabian Horse eClub do hereby certify that the foregoing bylaws, consisting of twelve (12) articles were duly adopted as the bylaws of the Guardian Arabian Horse eClub on the _______ day of ___________, 2005. ATTEST: _____________________________________________________________________ President _____________________________________________________________________ Vice President _____________________________________________________________________ Secretary _____________________________________________________________________ Treasurer