GEORGIA PASO FINO HORSE ASSOCIATION, INC. -- BYLAWS

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Article I: Name and Territorial Limits

Section 1: The Organization shall be known as "Georgia Paso Fino Horse Association, Inc" as designated in the Certificate of Incorporation.

Article II: Objects and Purposes

Section 1: The object and purposes of the Organization shall be to improve, enhance and promote the Paso Fino horse and to engage in such other and further related functions and/or activities requisite to carrying out such objects and purposes.

Article III: Membership

Section 1: Any person meeting the age requirement prescribed and interested in the objects and purposes of the Organization shall be eligible for membership application. Membership runs from November 1^st through October 31^st of each year.

Section 2: All application forms for membership shall be submitted to the Secretary of the Organization. Upon receipt of said application form with the appropriate dues enclosed, the Secretary shall transmit to new member a membership and add the new member to the mailing and membership lists.

Section 3: An updated membership list shall be maintained by the Secretary and distributed along with the current by-laws once a year to all members.

Section 4: All proposed voting members must be eighteen (18) years of age or older.

Section 5: Individual membership shall consist of not more than one (1) member of the same family or household.

Section 6: Family membership shall consist of a family or household of two (2) persons or more. Family membership will be one (1) vote per each adult with a two (2) vote maximum per family.

Section 7: Associate members are persons who belong to and vote with another regional group at National elections but also belong to this Organization. Such members shall have no voting privileges and shall not be eligible for Georgia offices or awards. (See also Article III, Section 11)

Section 8: Junior members are those persons under age eighteen (18) and meet all requirements for membership as set forth herein. Junior members shall not have voting rights.

Section 9: Lifetime membership shall be conferred by the Board and shall consist of not more than two (2) voting adult members of the same family or household.

Section 10: Farm/Business membership shall consist of legal entities only and are allowed one (1) vote per farm/business membership.

Section 11: At any GPFHA promotional event, priority for participation will be as follows: GPFHA members in good standing shall be considered first, followed by Associate members and then non-members may be considered.

Article IV: Dues

Section 1: Dues shall be set from time to time by a majority vote of the members in good standing in attendance of the meeting where the vote will be taken and countable by proxy at which the question of dues is presented.

Section 2: The annual dues in the amount designated by the Organization shall be payable on October 1^st of each year. However, dues paid by persons joining the Organization between the dates of August 1^st and September 30^th shall be regarded as the annual dues for the ensuing year.

Section 3: Any person failing to pay the annual dues or other assessments imposed by the Organization (such as non-payment) for a period of thirty (30) days after the due notice thereof, shall cease to be a member of the Organization unless the time for such payment is extended by the Board of Directors. Such extension, however, shall not exceed a period of thirty (30) days.

Article V: Membership Discipline

Section 1: The Board of Directors may censure, suspend or expel from the Organization any member charged with acts or conduct detrimental to the Organization provided such charges are sustained after a due and proper hearing before said Board. At that time, the accused will be afforded an opportunity to defend against such charges. A majority vote of the Board shall be required for the expulsion of any member against whom a charge has been sustained in the manner aforesaid. The Secretary shall notify the accused member in writing of the charges and set such a time as directed by the Board of Directors for the accused.

Article VI: Officers

Section 1: The officers of the Organization shall consist of a President, Vice President, Secretary, Treasurer and a National Board Representative. The National Board Representative is a voting member. Such officers may be elected by ballot in early October and shall take office November 1^s of each year. The past president shall remain on the Board in an advisory capacity but will not participate in any voting.

Section 2: No person shall be elected an officer of the Organization unless such person has been an active member in good standing for at least six (6) months prior to the election.

Section 3: No member shall simultaneously hold more than one (1) elective office with the exception of the National Board Representative.

Section 4: The term of office shall be a period of two (2) years. The President, Treasurer and the National Board Representative shall have terms that are re-elected on even calendar years. The Vice-President and Secretary shall have terms that are re-elected on odd calendar year. All officers shall be elected by ballot in early October and shall take office November 1^s of the year in which their respective election is held.

Article VII: Duties of Officers

Section 1: The President shall be the Executive Officer of the Organization and preside over all meetings including the meetings of the Board of Directors. He/She shall have the right to appoint all committees for the Organization and serve as Ex-officio member excepting on the Nominating committee. He/She shall have the right to appoint a Parliamentarian who shall be the procedural advisor of the Organization.

Section 2: The Vice-President shall, during the absence or incapacity of the President, perform the duties, functions and perform such other duties as assigned to him/her by the President or the Board of Directors. The Vice President shall serve as Director of any and all show(s) sponsored by the Organization.

Section 3: The Secretary shall record the minutes of all meetings, maintain accurate records of the membership, conduct the correspondence for the Organization as may be required and perform such other duties as may be assigned to him/her by the President or the Board of Directors. The Secretary may, with approval of the Board, designate another member in good standing to whom the Secretary may formally delegate specific portions of the Secretarial duties.

Section 4: The Treasurer shall collect all dues and assessments, informing the Secretary of the status of active members. He/She shall receive, deposit and disperse all monies authorized by the Organization. As well, he/she shall maintain an accurate accounting of all financial transactions, submit interim reports during the year when requested by the President or the Board of Directors and submit at the annual meeting a report of all receipts, disbursements and the financial status of the Organization. The Treasurer shall be the Chairperson of the Finance Committee and perform such other duties as may be assigned to him/her by the President or the Board of Directors.

Section 5: The National Board Representative shall receive input from the Officers, Board of Directors and general membership prior to representing the Organization at the PFHA meetings. He/She shall attend all GPFHA Board Meetings. He/She should periodically report in the Organization newsletter of activities and events important to the membership and perform such duties as may be assigned to him/her by the President or the Board of Directors.

When rule changes, issues or other votes are to take place at the PFHA meetings, the Georgia National Board Representative shall vote the majority position of the membership. In the event individual members’ votes are to be counted, such as the national election of officers, the Representative shall vote all ballots on a percentage basis the way all eligible voting members in the GPFHA voted at the general meeting held prior to the National meeting for that purpose. In the event of runoffs, new percentages shall be calculated and votes cast accordingly.

Section 6: The aforesaid officers shall perform the duties and functions prescribed by the by-laws and such functions and duties as may be adopted and implemented by the Organization in accordance with proper parliamentary procedure.

Article VIII: Board of Directors

Section 1: The Board of Directors shall be comprised of the officers of the Organization and three (3) elected Directors. The past President may also remain as a member of the Board in an advisory capacity but may not participate in any voting.

Section 2: The term of office for each Director shall be two (2) years. Two (2) of the Directors shall be elected on odd calendar years and one (1) of the Directors shall be elected on even calendar years. All Directors shall be elected by ballot in Early October and shall take office November 1^st of the year in which their respective election is held.

Section 3: The Board of Directors shall be the governing body of the Organization and shall determine all matters of policy which may arise during the interval between annual or other regular meeting, accept new members, hear all charges against members, and discipline members in accordance with the provisions herein above provided, prepare the budget, approve disbursements and counsel with all committees.

Section 4: The Board of Directors shall meet regularly at least four (4) times a year and at such other times and places as may be in conjunction with the general membership meetings (see Article IX, Section 6) at the discretion of the Board of Directors.

Section 5: The Board of Directors shall have the right to fill by appointment a vacancy on the Board. A member appointed to fill a vacancy shall remain an officer or director until his/her successor has been elected by members at the next annual meeting.

Section 6: The Board of Directors shall have the right to declare a vacancy to its membership when any member, without just cause, fails to attend two (2) consecutive Board Meetings.

Section 7: No Director shall receive any compensation from the Organization for acting as such. However, any Director may be reimbursed for his/her expenses incurred in the performance of his/her duties.

Section 8: All meetings of the Board shall be open to all members. Members other that Directors may not participate in any discussion or deliberation unless expressly authorized by the Board. The Board may adjourn a meeting and reconvene in executive session to discuss and vote upon "personnel matters."

Section 9: The presence in person or by telephone of a majority of the Board members shall be requisite for the transaction of business at any Board of Directors meeting. One (1) or more Directors may participate and vote during any regular or special meeting of the Board by telephone conference call or similar communication equipment by means of which all persons participating in the meeting can hear one another at the same time.

Section 1: Regular periodic meetings shall be called at the direction of the President. There shall be at least three (3) business meetings held each year, one of which must be in October to accommodate the annual election of Officers and Directors.

Section 2: Special meetings may be called by the President or Board of Directors. In addition, such meetings must be called when requested in writing by a committee comprised of at least one-third (1/3) of the members in good standing. The exact purpose of all special meetings must be stated in the notice thereof.

Section 3: Written notice of all meetings shall be given to the membership thirty (30) days prior to said meeting; setting forth the date, time and place of such meetings. In the event that an emergency meeting is required, oral notice of such a meetings shall be deemed due notice.

Section 4: The order of business at all meetings shall begin with the qualifying of members present. (See Article III, Section 2).

Section 5: All membership meetings of the Organization may be held by any number of members being present. Any actions of such general meetings shall require a simple majority of the voting membership present and all duly recorded proxies, except as otherwise provided by these by-laws.

Article X: Elections

Section 1: The President shall appoint a Nominating Committee chairperson who is a member in good standing and is not at the time an Officer or Director of the Organization. This committee must be appointed at least six (6) months prior to the October elections. The Nominating Committee shall prepare a list of candidates for all Officer and Director positions up for election for that year. This list of candidates shall be made available to the general membership at least three (3) weeks prior to the elections. Announcement of the list of candidates may be made through the Organizations newsletter and/or by written notice mailed to the membership by the Secretary.

Section 2: The manner of voting for such officers shall be by ballot. Additional nominations for any office may be made from the floor prior to the balloting on the submitted slate.

Section 3: Proxy ballots must be received by the Secretary prior to the "call to Order" of the meeting in which the elections are being held. Proxy ballots may be submitted in only one (1) of two (2) ways:

• The Proxy form may define a list of candidates the member wishes to vote for and name the Secretary as the member’s proxy

  or

• The proxy form may name any member in good standing as having the right to vote the proxy as the member deems appropriate. The named member must be present at the meeting to vote the proxy.

One (1) proxy form is required for each voting member who is giving his/her proxy to someone else. Proxies are only valid for the meeting at which they are first recorded and may not be carried over to any subsequent meetings. Families in which there are two (2) voting members shall be entitled to two (2) proxies.

Article XI: Standing Committees

Section 1: There may be the following standing committees:

1. Events or Activities Committee
2. Publicity Committee
3. Show Committee
4. Membership Committee
5. Finance Committee
6. Nominating Committee
7. Trail Committee
8. Parade Committee
9. Fund Raising

Section 2: The President, upon taking office, may appoint the Chairman and members of the aforesaid committees and any additional committee he/she may deem necessary.

Article XII: Organization Procedures

Section 1: "Robert’s Rules of Order" shall constitute the parliamentary authority for all matters of procedure not specifically provided within the by-laws.

Section 2: Amendments of the foregoing by-laws may be adopted by a two-thirds (2/3) vote of the members present in good standing at any meeting of the Organization provided that written notice of the proposed amendment(s) shall have been given to the membership at least two (2) weeks prior to the meeting.

Article XIII: Dissolution of the Organization

Section 1: The Organization may be dissolved by a resolution duly adopted by a two-thirds (2/3) vote of the members present and in good standing at a meeting called for such purpose and upon specified written notice to the membership of at least three (3) weeks prior thereto. In the event of such dissolution, all funds and property of any nature remaining after the payment of all outstanding obligations shall be distributed in accordance with the provisions of the Internal Revenue Service Code relating to the dissolution of Membership Corporations of a similar nature and as further provided in the Articles of Incorporation.

Article XIV: Miscellaneous

Section 1: Conflicts
If there are conflicts or inconsistencies between the provisions of Georgia law, the Articles of Incorporation, the Declaration and these by-laws the following order shall prevail: Provisions of Georgia law, the Declaration, the Articles of Incorporation and finally, the by-laws.

Section 2: Gender and Grammar
The singular, wherever used herein, shall be construed to mean the plural when applicable and the use of the masculine pronoun shall include the neuter and feminine.

Section 3: Severability
Whenever possible, each provision of these by-laws shall be interpreted in such manner as to be effective. If the application of any provision of these by-laws shall be deemed to be prohibited or held invalid, such prohibition or invalidity shall not affect any other provision or the application of any provision which can be given effect without the invalid provision or application and, to this end, the provisions of these by-laws are declared to be severable.

Section 4: Captions
The captions of each Article and Section hereof as to the contents of each Article and Section are inserted only for convenience and are in no way to be construed as defining, limiting, extending or otherwise modifying or adding to the particular Article or Section to which they refer.

Section 5: Perpetuities
If any of the conditions, restrictions or other provisions of these by-laws shall be unlawful, void or voidable for violation of the rule against perpetuities, then such provisions shall continue only until twenty-one (21) years after the death of the last survivor of the now living descendants of Elizabeth II, Queen of England.

Section 6: Indemnification
To the fullest extent allowed by applicable Georgia Law, the Organization shall indemnify every officer and director against any and all expenses, including, without limitation, attorney fees, imposed upon or reasonably incurred by any officer or director in connection with any action, suit or other proceeding (including settlement of any suit or proceeding, if approved by the then Board of Directors) to which such officer or director may be a party by reason of being or having been an officer or director. The officers and directors shall not be liable for any mistake or judgment, negligent or otherwise, except for their own individual willful misfeasance, malfeasance, misconduct or bad faith. The officers and directors shall have no personal liability with respect to any contract or other commitment made by them in good faith on behalf of the Organization (except to the extent that such officers or directors may also be members of the Organization). The Organization shall indemnify and forever hold each such officer and director free and harmless against any and all liability to others on account of any such contract or commitment. Any right to indemnification provided for herein shall not be exclusive of any other rights to which any officer or director or former officer or former director may be entitled. The Organization shall maintain adequate general liability and officers’/director’s liability insurance to fund this organization if such coverage is reasonably available.

Revised 2007
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