Constitution and By-Laws of the Michigan Palomino Horse Association, Inc.

Article I – Name, Purpose, Location, Incorporation

Section 1:	Name-
The Affiliate Palomino Association shall be called the Michigan Palomino Horse Association.  The official four letter abbreviation shall be MPHA.

Section 2:	MPHA is a non-profit corporation chartered under the laws of the state of Michigan.

Section 3:  	Purpose-
	MPHA is organized for the purposes of promoting, stimulating interest and providing means for improving the Palomino Horse and further the interest of its members through cooperation and consistent with the Palomino Horse Breeders of America, Inc. (PHBA)

Section 4:	There shall be no capital stock, and in lieu thereof, written evidence of membership shall be given to each member upon payment of current dues.

Section 5:	Location-
	MPHA shall cover the area of the state of Michigan including its Upper Peninsula.

Section 6:	The fiscal year shall begin January 1 of the current year.

Article II – Membership

Section 1:	Membership-
	The membership shall consist of persons, firms, partnerships, corporations, and organizations who are interested in the purpose and objectives of MPHA and PHBA.  Concurrent membership in PHBA and MPHA is required.

Section 2:	Membership Types-
	Regular membership types and multiple memberships within a family shall include membership in both MPHA and PHBA.  The membership fee and dues of MPHA shall not exceed those of PHBA.  Membership fees are due and payable on or before January 1 of each year and paid directly to PHBA, 15253 E. Skelly Dr., Tulsa, OK, (918) 438-1234.  Lifetime memberships are available.

Section 3: 	Membership is required within MPHA to hold an elected office.

Section 4:	Associate Memberships-
	Associate memberships will be available to residents and non-residents equally.  All shall be eligible for year-end awards and futurity programs.

Article III – MPHA Officers, PHBA Directors, Elections

Section 1:	Executive Board-

	The MPHA Executive Board shall be the following officers:  President, 3 Vice-Presidents, Secretary, Treasurer, and such other officers as may be authorized by the Board of Directors and who shall be elected by the Board of Directors.  Officers shall be nominated from the floor at the annual meeting and the officers shall serve for a period of 1 year and until their successors are elected or except as limited in Section 3 infra.

Section 2:	Duties and Power of the Officers-
(a)	President:  The President shall be the chief executive officer of the MPHA and shall have general direction and charge of the conduct and operation of the MPHA, subject to the authority of the Board of Directors.  The President shall have the authority to execute all documents of the nature in its behalf and shall see that all directives and resolutions of the Board of Directors are carried into effect.  (S)He shall preside as chair at all meetings of the members and of the Board of Directors.
(b)	Vice Presidents:  In the absence or inability to act of the President, the Vice Presidents in the order of their designation shall perform the duties of the President.  They shall perform such duties as may be assigned by the President or the Board of Directors.
(c)	Secretary:  The secretary shall be directly responsible to the President for the operation and management of the business office.  The secretary shall keep a record of the minutes of the MPHA meetings, state and federal government documents, or any other reports that may be required and conduct the correspondence of the MPHA.  The Secretary shall give notice of all regular and special meetings to the members of the MPHA, Board of Directors, or Executive Board.  The Secretary shall keep a record of all members and their addresses.
(d)	Treasurer:  The Treasurer shall collect, hold and disburse, under the direction of the MPHA Board of Directors, all monies of the MPHA, keep all monies of the MPHA, keep books or accounts, submit a statement of accounts at regular meetings, exhibit  a full record of receipts and disbursements during the fiscal year past and file annual IRS reports.  The Treasurer shall prepare an annual budget, and have the records audited annually by a third-party disinterested person
Section 3:	PHBA National and PHBA Alternate National Directors-
At the annual meeting there shall be PHBA National Directors and an equal number of PHBA Alternate National Directors elected to represent MPHA a PHBA meetings.  Each National Director and Alternate National Director shall be a member of PHBA and MPHA.  PHBA National Directors and PHBA Alternate Nation Directors shall be nominated from the floor at the annual membership meeting and the officers shall serve for a period of one (1) year and until their successors are elected and qualified.

Section 4:	The term of office shall begin January 1 of each year.

Section 5:	Vacancies-
A Vacancy in the Executive Board of Board of Directors shall be filled at a regular meeting.  A member shall hold office for the un-expired term of his predecessor or until his successor is elected.

Section 6:	Fidelity Bond-
Any and all officers or members of the MPHA, who may be handling any funds of the MPHA, shall be bonded at the expense of the MPHA for the faithful discharge of his/her duties.

Article IV – MPHA Board of Directors

Section 1: 	Power of the Board of Directors-
The business and property of the club shall be managed and controlled by the Board of Directors and the Executive Board hereinafter created and empowered.  Members of the Board of Directors and the Executive Board may succeed themselves in office but each person must be elected and re-elected individually, subject to Section 3, supra.

Section 2:	Number of Directors-
Members, who are residents of the State of Michigan and are elected in accordance with the procedures for the election of National Directors as set forth in the Official Handbook of the PHBA, shall be MPHA State Directors.  The President, 3 Vice Presidents, Secretary and Treasurer shall serve as National Directors and the remaining number of National/MPHA Directors shall be determined by the Official Handbook of the PHBA allocation procedure.

Section 3:  	Chairman-
The President shall serve as Chairman of the Board, voting only to break a tie.

Section 4:	Term of Office-
The Board of Directors shall serve for 1 year beginning January 1 following their election or until their successors are elected.

Section 5:	Long Term Financial Commitment-
The Board of Directors shall make no financial commitments extending beyond their term of office or leave a deficit to be assumed by successors, except for contractual obligations deemed fiscally in the best interest of MPHA, i.e. show grounds, etc.

Article V – Committees

Section 1:	Executive Committee-
		See Article III, Section 1-Executive Board

Section 2:	The Standing Committees-
The President shall submit to the Board of Directors for conformation the appointment of Chairman of all standing committees.

Section 3:	Members of all standing committees shall be members of MPHA.  The duties of all committees shall be such as may be delegated by the President and subject to the authority and approval of the Board of Directors.

Article VI – Meetings

Section 1: 	 Notice of Meetings-
	Notice of the annual or regular meetings shall be mailed, postage prepaid, by the Secretary to each member of MPHA at least 10 days prior to the meeting.  Notice shall be to the last known address of each member in good standing, stating time, date and location thereof.  Electronic mail and facsimile transmissions meeting the above criteria are acceptable.

Section 2:	Special meetings-
	Notice of special meetings shall be mailed, postage prepaid, by the Secretary to each member of the MPHA at least 5 days prior to the last known address of each member in good standing, stating time, date and location thereof.  Notice of each special meeting shall indicate briefly the subject matter of discussion.  Special meetings may be called by the President or in his/her absence a majority of the Executive Board.

Section 3:	Electronic Notification-
	Notice of the special meetings may be done by acknowledged telephonic communication or facsimile transmission providing the other terms and conditions set forth in Section 2 are contained within the notice.

Section 4:	Quorum-
	For all voting purposes, the members present at any properly called meeting shall be deemed a quorum for that meeting.

Section 5:	Voting Privileges-
	For all voting purposes only one (1) vote is allocated to each membership and two (2) votes for a joint membership.  For the annual meeting each member whose dues were paid on or before ninety (90) days prior to the meeting may vote.

Article VII – Amendments

Section 1:	The By-laws of MPHA may be amended at any meeting of the membership by a majority of such members present providing such has been furnished in writing to said members fifteen (15) days prior to such meeting.

Article VIII – Rules

Section 1:	The Board of Directors and/or Executive Board for establishing the rules and supplementary amendments to the articles of incorporation by By-laws.  The rules shall be published and available for distribution to the members of MPHA with annual review conducted by the Chairman of the By-laws Committee with a view toward updating when necessary.

Article IX

Section1:	Robert’s Rules of Order – Newly Revised shall prevail wherever not otherwise provided herein.

Article X – Disciplinary Procedure

Section 1:	The provisions for disciplinary procedure shall be carried in compliance with the By-laws of the PHBA and shall be incorporated into this document and shall be the procedure used by the MPHA for disciplining their members.

Section 2:	Any person who shall accept the privileges extended by these By-laws or any other rules or policies of the MPHA, competing in any show or contest shall, by participation, be deemed to have given his/her consent of the provisions relating to disciplinary procedures.

Section 3:	Any person suspended by the PHBA is automatically suspended by the MPHA.

Article XI – Indemnification

Section 1:	Each director, officer and committee person of MPHA shall be indemnified by the MPHA against all costs, expenses and liabilities reasonably incurred by him/her in connection with or resulting from any action, suit or proceeding to which he/she may be make party by reason of his/her being or having been a director, officer or committee person of the MPHA, except in relation to matters which shall have been occasioned by the willful misconduct or dishonesty of such an officer, director or committee person.

Article XII – Dissolution

Section 1:	Upon dissolution of the corporation, the MPHA Board of Directors shall, after paying or making provisions for payment of all of the liabilities of the corporation, dispose of all the assets of the corporation by donating its net assets to the PHBA Youth Scholarship Fund, Inc. an Oklahoma non-profit corporation.

Section 2:	Donation to the PHBA Youth Scholarship Fund, Inc. is contingent upon the Internal Revenue Service Code of 1954 (or any future corresponding provisions) allowing MPHA, a Section 501.(c) 5 corporation donating its’ net assets to the PHBA Youth Scholarship Fund, a 501. (c) 3 corporation.  If this gift is barred the net assets of MPHA shall be distributed in accordance with a two-thirds (2/3) vote of the MPHA Board of Directors.

Prepared by:
James W. Narregan, Esq.
NARREGAN LAW OFFICES, P.C.
219 W. Walnut
Kalamazoo, MI 49007
(6160 382-5835

	Resolved at the MPHA annual meeting held in November 2002 by a unanimous vote of the membership.

	Revised at the MPHA membership meeting held on July 2, 2005.