| UNITED STATES ARABIAN HORSE REGISTRY BYLAWS
The name of this organization shall be the UNITED STATES ARABIAN HORSE REGISTRY, hereinafter referred to as USAHR. ARTICLE II (LOCATION) Section 2.1 Principle Office USAHR shall maintain a principal office and registered agent as required
by the laws for non-profit corporations of the State of New Mexico. Its principle
office may be the office address, or in lieu of same, the residence address
of the President or any officer, member of the Board of Directors, Board of
Trustees or any Regular Member of Arabian Horse Fair Association (AHFA) in
good standing. Its registered agent may be the President, or in lieu of same,
any Regular Member of AHFA is good standing. Section 2.2 Offices USAHR office(s) will be consolidated within the AHFA framework as the Board of Trustees may determine or the affairs of the USAHR may require from time to time. The principal office of USAHR may be changed from time to time by the Board of Trustees and the Board of Directors of AHFA; provided, however, that any such proposed change shall first be submitted to the members of AHFA for approval by means of a mail ballot and/or electronic email ballot and shall not be made unless approved by a two-thirds majority of the votes cast of all the membership. ARTICLE III (PURPOSE) Section 3.1 The purpose shall be to collect, record and preserve the pedigrees of Arabian horses, to maintain a Stud Book and registry, and to stimulate and regulate any and all other matters such as may pertain to the history, breeding, exhibition, publicity, sale, racing or improvements of this breed. Section 3.2 USAHR operates under and within the auspices of AHFA. ARTICLE IV (DEFINITION) Purebred Arabian: To include and be recognized as an Arabian horse as one of pure Arabian lineage acceptable in accordance with the standard and/or the standard of a recognized Society and the progeny of pure bred sires and dams acceptable for registration by the Society. ARTICLE V (MEMBERSHIP) Membership in USAHR shall consist of individuals and/or farms/ranches located with the boundaries of the United States of America, Mexico and Canada in the membership affiliation with AHFA. ARTICLE VI (MEETINGS) Section 6.1 Annual Meetings There shall be an annual election meeting that is part of the annual election meeting of AHFA. A regular annual meeting of the Board of Trustees shall be held annually following the annual membership’s meeting in conjunction with the AHFA Board of Directors meeting and no notice shall be required for any such regular meeting of the Board of Trustees. Meetings of the Board of Trustees may be called by or at the request of the President or any two Trustees. A majority of the Board of Trustees shall constitute a quorum for the transaction of business at any meeting of the Board either in person or via email. The act of a majority of the Trustees at a meeting at which a quorum is present either in person or via email shall be the act of the Board of Trustees. Notice of any meeting of the Board of Trustees shall be given in writing or via email to each Trustee at least ten (10) days prior to such meeting. If mailed either email or US Postal mail, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the Trustee at his/her address as it appears in AHFA records with postage prepaid or by the date of the transmittal via email. Section 6.2 Special Meetings Special meetings of the Board of Trustees may be called by or at the request of the President or any two trustees. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of New Mexico, as the place for holding any special meeting of the Board called by them. ARTICLE VII (TRUSTEES) Section 7.1 (President) The President of the Board of Trustees for USAHR shall be the principal executive officer of AHFA (President of the Board of Directors) and shall in general supervise and control all of the business and affairs of USAHR as approved by the Board of Trustees for USAHR. The President shall preside at all meetings of the members and of the Board of Trustees whether it be a in-person meeting or via email. In general, he/she shall perform all duties incident to the office of the President and such other duties as may be prescribed by the Board of Trustees from time to time. Section 7.2 Terms and Election of Trustees The terms of the Trustees shall be staggered in accordance with the following provisions: The six Trustees shall be divided into three (3) groups, the first group of two (a), the second group of two (b), and the third group of two (c). Each to consist of two Trustees, with the terms of the Trustees of the first group to expire in one year from the time of election of the first group (a) and thereafter to be two years in length; the second group (b) terms to expire in two years from the time of election and the third group (c) terms to expire in three years from the time of election. No trustee may serve for more than two (2) consecutive terms. Section 7.3 Trustee Emeritus The Board of Trustees shall contain a category of Trustee Emeritus, in recognition of the individual who has, in the past, served USAHR faithfully as a regular Trustee and be designated with lifetime tenure as an honorary advisor. The individual who has reached the age of seventy (70) years, will continue as a regular Trustee until the next annual meeting, whereupon he/she will automatically be elevated to the status of Trustee Emeritus, thereby creating a vacancy to be filled by election of a regular Trustee. Section 7.4 Affairs and Finances The affairs and finances of USAHR shall be managed and/or approved by the Board of Trustees of USAHR. Trustees shall be elected from and by the Regular Members in good standing. In order to have a working Board of Trustees, the Trustees need to be present at the Board meetings, either in person or via email. Therefore, it is deemed grounds for removal from the Board of Trustees whenever any Trustee misses three consecutive Board meetings either in person or via email without good cause being shown. At least ten (10) days prior to a Board meeting at which removal of such a Trustee is to be considered, notice in writing shall be given affording such Trustee an opportunity to provide good cause for missing the three consecutive meetings either in person or via email. After consideration of all reason and causes presented, any removal of such Trustee shall take place only after a vote as specified in the following paragraph. Section 7.5 Information Release Policy A. Certain information about AHFA/USAHR members or work may be confidential. Neither AHFA nor USAHR will not disclose sensitive or legal matters, hearing results, Executive Committee meetings or any legal actions taken by AHFA or USAHR, unless AHFA and USAHR elects to disclose such information. B. Information that may be released without written consent of the owner or other affected person includes:
C. Information that may not be released without written consent of the owner or other affected person includes:
D. AHFA or USAHR may disclose any information in its possession if compelled to do so by properly issued court order or subpoena or for any other proper corporate purpose. Section 7.6 Board of Trustees Procedures The Board of Trustees shall adopt, amend and/or eliminate a rule and/or regulation only in the following manner. a) A motion proposing to adopt, amend and/or eliminate a rule and/or regulation shall be approved (approval motion) or disapproved (disapproval motion) by the Board of Trustees at a meeting (proposal meeting) conducted at least ninety days before a regular meeting of the Board of Trustees. b) All approved motions and disapproved motions shall be published and distributed to the general membership of AHFA through the Internet website within sixty days after the proposal meeting along with notice of a regular meeting of the Board of Trustees (the rule change meeting) to be conducted at least ninety days following the proposal meeting at which approval motions and disapproval motions will be considered by the Board of Trustees. c) Following such publication, distribution and notice of members, the Board of Trustees may amend, and/or eliminate a rule and/or regulation by adopting an approval motion or disapproval motion at the rule change meeting. For the Board of Trustees to adopt a rule and/or regulation the above process outlined in Section 7.5 a) and b) will be followed, provided, however, that any such proposed change shall first be submitted to the members of AHFA for approval by means of a mail ballot and/or electronic email ballot or by in-person vote at the general membership meeting and shall not be made unless approved by a two-thirds majority of the votes cast of all the membership. At such rule change meeting the Board of Trustees may also make related amendments to the approval motion or disapproval motion. d) Notwithstanding the above, the Board of Trustees may adopt, amend, and/or eliminate a rule and/or regulation at any meeting without following the procedures set forth in this section, provided a separate motion be approved with specific findings of fact determining that the welfare and/or orderly administration of USAHR will be better served without following the procedures set forth in this section. Section 7.7 Vacancies a) Any vacancy occurring on the Board of Trustees and any trusteeship to be filled by reason of an increase in the number of trustees may be filled by the affirmative vote of a majority of the remaining trustees, though less than a quorum of the Board of Trustees; provided, however, that a special election by members shall be conducted consistent with the provisions of these Bylaws if the un-expired term of the vacancy to be filled exceeds one year. The Board of Trustees may make a temporary appointment of any trusteeship to be filled by appointing an AHFA member pending such special election as required above. A trustee elected to fill a vacancy shall be elected for the un-expired term of the trustee's predecessor in office. b) Any Trustee may resign by writing a written resignation to either the President or the Executive Director. Section 7.8 Compensation Trustees shall not receive any stated salaries for their services as directors or officers, but by resolution of the Board of Trustees may be paid for their expenses, if any, of attendance at each meeting of the Board, and may be paid their expenses incurred in the performance of the business of USAHR as previously authorized by the Board of Trustees; but nothing herein contained shall be construed to preclude any trustee from serving USAHR in any other capacity, with the exception of the Executive Director, and receiving compensation therefore. Section 7.9 Informal Action by Trustees Any action required by law to be taken at a meeting of trustees, or any action which may be taken at a meeting of trustees, may be taken without a meeting if a consent in writing, setting forth the action so taken shall be signed by all of the trustees. Section 7.10 Employees and Staff Decisions The President and the Board of Trustees shall approve or reject recommendations on any policies or procedures to be implemented by the Executive Director and/or staff employees, which approval of such shall not be unreasonably withheld. In determining the reasonableness of withholding such approval, among other things, the Board of Trustees may consider the effect of the recommendations on the quality, information, speed, and integrity of the services as they exist for USAHR. All employees shall be subject to the personnel policies and procedures applied uniformly to employees or classifications of employees of USAHR and are subject to discipline, including discharge, should they fail to conduct themselves in accordance with such policies and procedures as the same may be modified from time to time. Nothing contained in this document shall restrict the rights of USAHR in any manner “for cause” discharge. 7.11 Assets and Transfer of Assets a) The effective date for the transfer of the registration database to USAHR shall be when there are no outstanding obligations unpaid by the incorporators of USAHR for the purchase of information data for the registration database and when a sufficient time has elapsed to where USAHR in and of itself is sufficiently established to be financially solvent and capable of purchasing these assets. b) On the effective date, the assets consisting of the USAHR registration
database, as such database changes from time to time, shall be licensed to
USAHR as per these bylaws. The legal ownership of the database shall remain
with USAHR so that registration and other related activities may continue
should a bankruptcy or dissolution of AHFA occur; however AHFA shall have
the exclusive right to use the database, in perpetuity without payment of
royalty, with respect to its activities relating to purebred Arabian horses.
ARTICLE VIII (CODE OF ETHICS) Code of Ethics for AHFA and USAHR Following are general principles each board member should use to evaluate their conduct in meeting responsibilities to the AHFA Board of Directors and the USAHR Board of Trustees, general membership, and to fellow board members. The ultimate success of the AHFA and USAHR and its programs depends, to a large degree, on the sound judgment and unbiased attitude of the few, who comprise its board of directors.
ARTICLE IX (COMMITTEES AND EXECUTIVE SESSIONS) Section 9.1 Committees The President and Board of Trustees shall appoint regular or special committees as he/she shall deem necessary for the proper management of USAHR. Unless otherwise provided in the resolution of the Board of Directors, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee. The President and the Board of Trustees shall make such determinations and carry out such responsibilities as are designated including those relating to USAHR’s committees including the Registration Committee, Market Developing and Promotion Committee, the Ways and Means Committee and the Racing Committee, should any of these committees so exist or be developed. Section 9.2 Executive Session An executive session is any meeting or part of a meeting of the USAHR board of trustees that is closed to any persons for deliberation on certain matters. Executive session is held for the purpose of free exchange of information on sensitive topics. Any matter discussed in executive session shall remain confidential and shall not be discussed with any person not present in the session. Any board action taken as a result of discussions held within executive session must take place in open meeting of the AFHA board of directors and the USAHR Board of Trustees. The USAHR board of trustees may hold an executive session during any meeting in accordance with the following guidelines and procedures: Executive session may be held for deliberation concerning the following matters:
ARTICLE X (RECORDS) USAHR shall have at its principal office a record giving the names and addresses of the members. USAHR shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its meetings and keep minutes of the Board of Trustees meetings. All records of USAHR may be inspected by any member or his/her agent for any proper purpose at any reasonable time. ARTICLE XI (FISCAL YEAR) Section 11.1 Fiscal year The fiscal year of USAHR shall begin on the first day of September and end on the last day of August in each calendar year. Section 11.2 Auditing of Accounts An annual commercial auditing of the accounts of USAHR and each officer, employee who may handle any funds of USAHR shall be made by a certified public accountant at the close of each fiscal year and shall be reported at the next annual meeting of the Members following the close of such fiscal year. Such accountant shall be a disinterested person and not a member of AHFA or USAHR. Section 11.3 Surety Bonds The President of AHFA and the Board of Trustees, officers or employees of USAHR who may handle any funds of USAHR shall give a surety bond to be furnished at the expense of USAHR for the faithful discharge of his/her duties. ARTICLE XII (FEES AND DUES) USAHR shall charge no extra fee for membership affiliation with AHFA. The Board of Directors may determine from time to time the amount of fees or dues, if any, that would be payable to AHFA by its members. ARTICLE XIII (BYLAW AMENDMENT) The Bylaws may be amended, altered or repealed, and new Bylaws may be
adopted at any meeting either in person or via email held in accordance
with the provisions for a special meeting in Article VI of these Bylaws,
provided that two-thirds of all members vote, by receiving at least two-thirds
(2/3) of the votes which Regular Members present either in person or via
email at such meeting by those who are entitled to vote and majority vote
of the Trustees. Notice of the proposed amendment shall be emailed or
mailed to such members not less than ten (10) days prior to the meeting
at which the amendment is to be voted on. Should any part of these bylaws
not be in accordance with Federal or New Mexico state law, that part only
shall be amended and the rest of this document shall remain
in affect. ARTICLE XIV (WAIVER OF NOTICE) Whenever any notice is required to be given under the provisions of the New Mexico Nonprofit Corporation Act or under the provisions of the Bylaws of USAHR, a waiver thereof in writing or email signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. ARTICLE XV (DISSOLUTION) USAHR shall dissolve and wind up its affairs in the following manner; The Board of Trustees shall adopt a resolution recommending that USAHR be dissolved and directing that the question of such dissolution be submitted to a vote at a meeting of members having voting rights, which may be either an annual, regular or special meeting. Written notice, either through the US Postal mail and/or via email, stating the purpose, or one of the purposes, of the meeting is to consider the advisability of USAHR being dissolved shall be given to such members in the manner provided in these By-Laws. A resolution to dissolve USAHR shall be adopted upon receiving at least two-thirds (2/3) vote of the members entitled to vote, either by person or by US Postal mail and/or via email. Upon dissolution, any AHFA assets remaining will not inure to the benefit of the members of USAHR but will be distributed to some charitable organization. ARTICLE XVI (ROBERT’S RULES) At any meeting, anything not contrary to the Bylaws of USAHR will follow the procedures and be conducted under Robert’s Rules of Order. __________________________________ _______________________ __________________________________ _______________________
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