Georgia Paint Horse Club

Georgia Paint Horse Club

Constitution and By-Laws

Article 1

Name, Purpose, Location and Corporate Seal

Section 1:  Name.  This organization shall be named the Georgia Paint Horse Club.  The official abbreviation shall be GPHC.

Section 2:  Purpose.  The Georgia Paint Horse Club shall at all times be operated and conducted as a nonprofit organization in accordance with the laws of the State of Georgia. 

The purposes of the GPHC are as follows:

            *  To promote interest in the Paint Horse as a breed.

            *  To promote and stimulate interest in the Paint Horse in cooperation

               with  the programs and functions of the American Paint Horse

                Association.

            *  To promote the Paint Horse through horse shows, clinics, racing,

                pleasure/trail riding , and all other activities of the same nature.

            *  To educate the public about all the qualities of the Paint Horse and the

                American Paint Horse Association.

            *  To promote great horsemanship, great sportsmanship and

                camaraderie.

            *  To encourage membership in both regional and national levels.

Section 3:  Location.  The GPHC shall cover the entire state of Georgia, but its members may be residents of any state.  The principal place of business shall be the address of the current duly elected President, but business may be carried out at any place established by the Executive Committee.

Article II

Membership, Rights, Quorum, General Membership Meetings and Special Meetings of Members

Section 1:  Membership.  Membership shall be open to all persons who subscribe to the aims of the Club, abide by the By-Laws, rules and regulations of the GPHC.  Memberships shall assist in furthering the aims and objectives of GPHC by being in accordance with the rules and regulations adopted by the

Executive Committee and Board Members

Membership categories are as the following:

            *  Individual Youth membership up to the age of 18, as of January 1^st;    

               no voting privileges

            *  Individual Adult membership (19 & over); 1 (one) voting privilege.

            *  Family Membership - spouse and unmarried dependents 18 &

                under; 2 (two) voting privileges.  (Youth are non-voting members.)

            *  Farm Membership; 2 (two) voting privileges, extended to farm

                owners.

 Memberships are due annually and expire December 31^st of the current membership year.  Nominal, non-refundable fees as established by the Board of Directors must accompany each application in order for applicant to be a member in good standing and entitle membership holder to votes as described above. 

Members in good standing shall be defined as:  a member with current dues paid and no monies outstanding to the GPHC for any GPHC activity.  A member in good standing shall also be defined as a member who exhibits sportsmanship like conduct at all GPHC events.  This good standing member will also assist with procedures and practices that are for the betterment of GPHC.

Section 2:  Rights.  All GPHC members shall have equal rights, interest and responsibilities with respect to the club and its entire properties.  No shares of stock will be issued to any member.  To hold office and committee assignments the member must be in good standing. 

Section 3:  Quorum.  Any number of members of the GPHC present shall constitute a quorum for the purpose of conducting GPHC business at a general membership meeting.  Except as provided elsewhere in the by-laws, a simple majority vote of the members present at any meeting of the membership shall be sufficient to approve any matter brought before the membership for action.  No business shall be conducted without a quorum being present, with the exception of adjourning the meeting until a quorum shall be present.  Absentee or vote by proxy will not be allowed at any general or special membership meeting.

Section 4:  General Membership Meeting.  The general membership meeting will be held as needed to discuss new and old business at different locations around the membership base.  Each meeting will be posted on the club web site www.georgiapainthorseclub.com at least 2 weeks prior to the meeting date and every member in good standing will receive an email as well.  If special topics are to be discussed and/or voted upon, members will be notified of these topics by email and on the web site.  During scheduled show months the meeting will be held on the Saturday evening after the last class of the day.  The general membership meeting will be governed by Roberts Rules of Order.

Section 5:  Special Meetings of Members.    Special meetings of the members may be held at such times as the following:

            *  By majority of the Board of Directors

            *  By notice signed by not less than 25% (twenty-five percent)                        of members in good standing.

            *  In the notice whenever called in writing by direction of the President.

Notice of each special meeting indicating briefly the objectives will be given in the same manner as provided with respect to the general membership meetings.

Only these business items listed upon this notice will be up for vote. 

Article III:  Board of Directors

Management, Removal of Director, Power & Authority, and Board of Directors Meetings

Section 1:  Management.  The business and property of GPHC shall be managed and controlled by the Board of Directors and the executive committee.  directors shall be elected to serve of terms of 2 (two) years.   The following are requirements for directorship in GPHC:

            *  Each director elected should be a bona fide resident of the area.

            *  No more than 2 (two) members of any family may sit on the Board

                of Directors at the same time.

            *  Members elected to the Board of Directors will be a member of

               good standing.

            *  All directors must be current members of GPHC a minimum of 1                        (one) year.

 There shall be no less than 5 (five) Board of Directors at any time. The President of GPHC will serve as chairman of the Board and vote only to break a tie. 

Section 2:  Removal of Director.  If a director misses 2 (two) or more meetings with unexcused absences, he/she may be dropped from the Board of Directors and be replaced at the next Board Meeting.  If any director or officer fails to properly discharge his/her duties, they may be removed by majority vote of the Board of Director.  In the event of an vacancy of a Board Director by death, resignation, and/or unauthorized absence, the remaining Directors may elect a successor by an majority vote.

Section 3:  Power & Authority.  The business and property of GPHC shall be controlled and managed by the Board of Directors.  The GPHC Board of Directors shall have the power and authority to make, amend repeal and enforce such rules and regulations, (not contrary to law or the Certificate of Incorporation or these By-Laws) as they deem expedient to the club as stated below.

            *  Conduct, management and activated of GPHC

            *  Removal of Officers & Directors

            *  Admission, classification, qualification, suspension and expulsion of

                members.

            *  Fixing and collecting dues and fees

            *  Auditing books and records of GPHC

            *  Regulation governing the procedures of officers/directors suspensions

                and/or removal

            *  Expenditures of monies

            *  Establishing standing or special committees

            *  Awarding of championships, year end awards and recognition

            *  Conducting shows, contests, exhibitions, races, sales and social

                functions and other details relating to the general purpose of GPHC

Section 4:  Board of Directors Meetings.  The Board of Directors shall meet regularly and at the call of the President or majority of Board members.  Absentee or vote by proxy will not be allowed at any regular or special Board Meeting.  No business will be conducted without a quorum present.  A simple majority vote of the board members shall be sufficient to approve any matter brought before the Board for action.   The Board of Directors meetings will be governed by Roberts Rule of Order.

Article IV:  Officers & Duties

Officers, Written Contracts, President, Vice-President, Secretary, Treasurer and Vacancies.

Section 1:  Officers.  The officers of the GPHC shall be; President, Vice-President, Secretary, and Treasurer and any other officers as may be authorized by the Board of Directors.  GPHC officers will be elected by the general membership in according to current election procedures as follows:

            *  Each director elected should be a bona fide resident of Georgia.

            *  No more than 2 (two) members of any family may sit on the Board

                of Directors at the same time.

            *  Members elected to the Board of Directors will be a member of

                good standing.

            *  All directors must be current members of GPHC a minimum of 1

                (one) year . 

Section 2:  Written Contracts.  The President or Vice President will execute all contracts on behalf of the Club. 

Section 3:  President.  The President shall be the chief executive officer of the GPHC and shall preside at all meetings of the Board of Directors and general membership meetings.  The President shall see that the By-Laws, rules and regulations of GPHC are enforced and that the Board meetings are governed by Roberts Rule of Order.  The President will also perform all other duties that may

 be prescribed by the Board of Directors.

Section 4:  Vice President.  The Vice President shall preside in the absence of the President and perform such duties prescribed by the President and/or the Board of Directors.

Section 5:  Secretary.  The Secretary shall be directly responsible to record minutes of all Board of Director & general membership meetings of the GPHC.  Membership attendance, maintaining current club rosters of all good members and submitting all official reports will also be a requirement of the Secretary.  The Secretary will also notify members of regular and special meeting in accordance with the notification procedures with these By-Laws.

Section 6:  Treasurer.  The Treasurer shall be directly responsible to the President for the proper management of all monies and property of the GPHC and will prescribe the necessary recordkeeping meeting requirements of the Club, State and Federal Government.  He/or she shall set up an annual line item budget, submit the records for an annual fiscal report, and provide accurate records for tax filing to an accountant.   The Treasurer will be responsible for the  distribution of these financial reports to all club members in good standing.  In addition, the Treasurer will present a treasures report at each club meeting. 

Full financial accountability for GPHC rests with the membership.  Membership in good standing is entitled to review and challenge the treasurer’s report.

Note:  Article VII Section 3D, American Paint Horse Association Official Book. “All funds generated by all activities….must be accounted for to the Regional Club.”

Section 7:  Vacancies.  All vacancies in the positions of the officers of GPHC shall be filled by a member of the Board of Directors for the unexpired term.  Those succeeding or appointed shall serve until the election and acceptance of their duly qualified successors come into the vacant position.

Article V:  Elections.

Nominating Committee, Officer Election Procedures, Term of Office 

Section 1:  Nominating Committee.  The President of GPHC will appoint a nominating committee at least 90 (ninety) days prior to the annual membership meeting.  The committee shall consist of at least 2 (two) good standing members.  All members of good standing of the GPHC may submit nominations for Officers/Directors during this time of the nomination committee forum.  When the nominating committee has fulfilled their obligations, the committee will give this information to the GPHC Secretary to prepare and present the slate of nominees for each office and director position to the membership of GPHC. 

Section 2:  Officer Election Procedures.  The election of the GPHC officers and directors will be conducted by mail ballot prepared by the Secretary 2 (two) months prior to the annual membership meeting.  The results of the election will be announced at the annual membership meeting.  Ballots containing the slate of nominees for officers and/or directors will be sent by mail to all good standing members of GPHC.  These ballots will have noted the specified date to be returned so they may be counted by an outside Certified Public Accountant Firm and be ready to be presented at the annual membership meeting.  A simple majority of votes for the nominee will be elected.  Election results will be forwarded by the GPHC Secretary to the American Paint Horse Association with 14 (fourteen) days of the election.

Section 3:  Terms of Office.  Officers shall serve for the term of 1 (one) year until their successor is duly elected and qualified.  Official duties shall be assumed at the time of the announcement of the annual membership meeting.   Board members shall serve a 2 (two) year staggered term with the past President. 

Article VI:  Amendments.

Section 1:  Amendments.

The By-Laws of the GPHC may be amended or revised by affirmative majority vote at the annual membership meeting.  Any revision of the amendments must be attached to the By-Laws, within the correct body of the text and a copy of the amended amendments to the By-Laws will be submitted with the proper copies to the American Paint Horse Association for review.  This submission will be the responsibility of the GPHC Secretary. 

Article VII:  Indemnification.

Section 1:  Indemnification.

Each officer, director and/or committee member of the GPHC shall be indemnified by the GPHC against all costs, expenses and liabilities reasonable incurred by him/her in connection with/or resulting from any action, suit or proceeding to which he/she may be made a party by reason of his/her being or having been a director, officer and/or committee member of the GPHC, except in relation to matters which shall have been occasioned by the willful misconduct or dishonesty of such officer, director and/or committee member.  The foregoing right indemnification shall cover amounts paid in settlement of any such action, suit or proceeding when such settlement appears to be the interest of GPHC.  The foregoing rights shall be in addition to any other rights to which such officer, director and/or committee member may be entitled as a matter of law. 

Article VIII:  Dissolution.

Section 1:  Dissolution.

Upon the dissolution of the corporation, the board of Directors, shall, after paying and/or making provisions for the payment of all the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation, such manner, or to such organization or organizations under Section 501.C(5) of the Internal Revenue code of 19549 or the corresponding provisions of any future United States Internal Revenue Law, as the Board of Directors shall determine.  The American Paint Horse Association, Fort Worth Texas is to be given first consideration.