AFFILIATE BYLAWS AND AMENDMENTS
ARTICLE I
Incorporation
Section 1. - Name
The name of this corporation shall be:
THE FIRST MISSOURI STATE FQHR AFFILIATE.
(Hereafter referred to as "Affiliate").
Section 2. - Place of Business (Approved July 8, 2000, Revised January 11, 2003)
The permanent address and registered agent of the corporation shall be the affiliate secretary. Appropriate forms will be filed with the secretary of state at each change in the office of affiliate secretary.
Section 3. - Designation
This corporation is a mutual benefit corporation pursuant to Chapter 355.881 RSMo. (Approved December 12, 2000)
Section 4. - Term and Fiscal Year
The period of duration of the corporation is perpetual. The "Affiliate's" fiscal year shall begin January 1st through December 31st of each year. (Approved July 8, 2000)
Section 5. - Purpose
The specific purpose of this corporation is to preserve, protect and perpetuate the working cow horse bloodlines of the Foundation Quarter Horse, and to do any other thing authorized by law to promote the interests of members in THE FIRST MISSOURI STATE FQHR AFFILIATE. (Approved December 12, 2000)
Notwithstanding any other provision of these Bylaws and Amendments, this "Affiliate" shall not, except to an unsubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this "Affiliate". (Approved December 12, 2000)
Section 6. - Corporate Logo
The logo of the "Affiliate" shall be kept by the Secretary, and shall be as follows:
Section 7. - Not-for-Profit
Paragraph A.: The "Affiliate" shall be a not-for-profit entity. The "Affiliate" shall not be conducted or operated for profit and no part of any or remainder or residue from dues, donations, fund raisers, or any source of financial gain to the "Affiliate" shall belong to, be used by, nor benefit any individual member, individual, non-member, or individual officer. Funds may be raised to benefit any other non-profit entity if agreed upon by the "Affiliate". The funds raised for that entity shall be turned over in full, less any expenses incurred by the "Affiliate", unless otherwise arranged in advance. (Approved July 8, 2000)
Paragraph B.: No part of the net earnings of the "Affiliate" shall inure to the benefit of, or be distributable to, its members, directors, officers, and other private persons, except that the "Affiliate" shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article I, Section 5 hereof. (Approved December 12, 2000)
Paragraph C.: No substantial part of the activities of the corporation shall be carrying on or propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in, any political campaign on behalf of any candidate for public office. (Approved December 12, 2000)
Section 8. - Dissolution of Assets
The "Affiliate" is to provide for the distribution of its assets upon dissolution as a corporation pursuant to Sections 355.661 through 355.746 RSMo as follows:
Paragraph A.: Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization of scientific or educational purposes as shall at the time qualify as an exempt organization under Section 502 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. In the event that the Board of Directors shall be unable to agree upon such disposition or shall fail to dispose of any such assets within one year of dissolution, then said assets shall be disposed of by the Circuit Court of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations as said Court shall determine which are organized and operated exclusively for such purposes. (Approved December 12, 2000)
Paragraph B.: In the event that the "Affiliate" ceases to exist or is discontinued, all funds, proceeds, documents, mailing lists, account books, bank accounts, advertising, or promotional items shall be returned to and become the permanent property of "FQHR" Sterling, Colorado. (Approved July 8, 2000)
Section 8. - Dissolution of Assets (continued)
Paragraph C.: In the event that there is a need/desire to dissolve THE FIRST MISSOURI STATE FQHR AFFILIATE, there must be a written petition signed by no less than two-thirds (2/3) of the registered membership. A "Special Meeting" shall be held after notification of all current card carrying members, to vote on the dissolution. (Approved July 8, 2000)
Section 9. - Rulemaking
Paragraph A.: The principles outlined in the current edition of the FQHR Sterling, Colorado rule book regarding the corporate articles are hereby adopted by the "Affiliate", as the same articles, bylaws, and amendments used by the "Affiliate". Any changes needed by the "Affiliate" would be voted on and passed by a two-thirds (2/3) majority and incorporated into policy and these bylaws and amendments during a regular meeting of its members. (Approved April 29, 2000)
Paragraph B.: No officer, regional representative, or member may make any decision for any show that would supercede or negate the "FQHR" Sterling, Colorado current rule book. Any questions regarding issues not addressed in the Sterling, Colorado rule book shall be placed in written form, approved by the "Affiliate", and submitted to officers of the "Affiliate", who in turn will forward the information to the Sterling, Colorado office for review and approval or rejection. No member, regional representative, nor officer of the "Affiliate" shall have the authority to change, alter, or reject any rule/decision issued by Sterling, Colorado. Any member, elected official, or regional representative who does not abide by this rule shall be subject to a disciplinary hearing. (Approved April 29, 2000)
Paragraph C.: No election, or "Affiliate" business affecting rules or changes within the "Affiliate" may be conducted without the notification in writing to all members of the "Affiliate" being given written notice via regular mail, fourteen (14) days prior to such meeting taking place. All members of the "Affiliate" shall be given equal opportunity to participate and give voice to any meeting or action conducted by the "Affiliate". (Approved April 29, 2000)
ARTICLE II
Election Procedures and Responsibilities
Section 1. - Election of Officers (Approved February 2, 2000)
Paragraph A.: No officer may be nominated or elected for any office unless that person is a dues paying/card carrying member of the "FQHR" Sterling, Colorado home office. At the time of elections, any person wishing to pay their dues and fill out a membership request to the Sterling, Colorado "FQHR" may do so before the nominating/voting process begins.
Paragraph B.: No person shall be nominated or elected for any office unless that person is present for the election, and is a dues paying card carrying member of the "Affiliate". Any person wishing to join the "Affiliate" may do so before the nominating/voting process begins.
Paragraph C.: Each member may be present in order to submit their election ballot for officers and directors, however there will be absentee ballots permitted. The Secretary shall be responsible for ensuring current and correct membership status. (Amended March 3, 2001)
Paragraph D.: A nominating committee shall be formed in January of each year. This committee will consist of no less than 3 current members of the affiliate. The purpose of this committee is to identify nominees for the next year’s slate of officers. These nominations will be made during the October general membership meeting. (Approved January 11, 2003)
Section 2. - Officer Vacancies
Any vacancies of officers due to resignation, illness, death, disciplinary action, or any reason which shall prevent the officer from carrying out the responsibility of such office shall be replaced within fourteen (14) days by the remaining members of the Executive Committee. Notice shall be sent to entire "Affiliate" membership informing them of a "Special Meeting", given the time and place of the meeting for the purpose of a "Special Election". The members present at such "Special Election" meeting shall nominate, vote, and elect a replacement. The new officer must be elected by a majority of present members for the "Special Election". (Approved July 8, 2000) (Amended March 3, 2001)
Section 3. - Terms of Office (Approved July 8, 2000)
Paragraph A.: The terms of office for all elected officers, shall be one (1) year.
Paragraph B.: Outgoing officers shall turn over all documents, notes, promotional items, mailing lists, financial records, bank accounts, membership lists, membership cards, and any other documents, records, and items necessary to carry out the responsibilities of the office. All officers shall transfer the above items within twenty-one (21) days of leaving office. Any officer/board member/or person possessing such records or items belonging to the "Affiliate" who refuses to turn over such documents within the allotted time frame, shall be subject to sanctions by the "Affiliate". Upon such sanctions, the "FQHR" Sterling, Colorado home office will be notified. Any additional decisions handed down by the home office will also be imposed.
Section 4. - Duties and Responsibilities
Paragraph A.: Officers are responsible to the membership to file reports of the minutes from each and every meeting, and that the membership shall receive copies of the minutes from the meetings via regular mail within thirty (30) days of each meeting. Only elected officers are allowed to conduct "Affiliate" business and activities with the FQHR Sterling, Colorado home office, and are responsible for reporting pertinent information from the home office to its membership. Any member who is found to continually afflict "Affiliate" business with the home office in a detrimental manner shall be subject to a disciplinary hearing of the Board of Directors. If found guilty of such conduct, the person or persons involved in such affliction shall be barred and denied the privilege of holding office and membership in the "Affiliate" for life. (Approved April 29, 2000) (Amended March 3, 2001)
Paragraph B.: No person regardless of sex, color, race, religion, political affiliation, handicap, or age is to be denied access to the "Affiliate" or any of its regional events. Any elected officer, regional representative, or member who knowingly participates in any such activity shall be subject to a hearing. If found guilty of such conduct, the person or persons involved in such activity shall be barred and denied the privilege of holding office and membership in the "Affiliate" for life. (Approved April 29, 2000)
Paragraph C.: Any officer, member, or Board of Director who intentionally files a false report, whether it be a financial report, minutes report, committee report, or regional representatives report with the willful intention of misleading, concealing information, concealing activities, padding points reports, defrauding, stealing, or cheating shall be placed upon immediate suspension with all authority, responsibilities, and privileges removed. All documents, funds, mailing lists, promotional items, and any other material not mentioned pertaining to the official business functions or relevant to the operation of the "Affiliate" shall be returned to the "Affiliate's" permanent address until such issues are addressed and resolved by the officers and the Board of Directors, as well as the "FQHR" Sterling, Colorado home office. (Approved July 8, 2000)
Section 5. - Board of Directors
Paragraph A.: Upon election of officers, a Board of Directors shall be elected/appointed, consisting of six (6) elected members, and the Executive Committee, consisting of President, Vice-President, Secretary, and Treasurer. These members shall consist of the four (4) Regional Directors, a National Representative, and Youth Director. (Approved July 8, 2000) (Amended January 11, 2003)
Paragraph B.: The term for elected official on the Board of Directors shall be one (1) year, unless an action occurs that would require sanctions levied, and dismissal to be the terms of such sanction. (Approved July 8, 2000) (Amended March 3, 2001)
Paragraph C.: Any Board Director who is dismissed, terminated, or otherwise unable to serve his/her full term shall be replaced at the next election for Board of Directors, unless the number of Board members fall below three (3) in any given year. There must be more than three (3) Board members at all times. (Approved July 8, 2000)
Paragraph D.: The Board of Directors shall have general supervision of the affiliate between general membership meetings in order to conduct business on behalf of the affiliate, provided a quorum of the Board is present. A quorum of the Board shall consist of four (4) Board members.
(Approved January 11, 2003)
Paragraph E.: The Board of Directors shall meet on the second Saturday in the months of February, March, May, June, August, September, November, and December. Unless otherwise agreed upon by consensus of the Board of Directors. (Approved January 11, 2003)
Section 6. - Duties of Officers and Board of Directors (Approved March 3, 2001)
Paragraph A.: The duties of the President is to preside at all meetings and is chairman of the Board of Directors. The President shall not have a vote on the Board of Directors except to break a tie vote. The President shall appoint all committee chairpersons, with the approval of the Board of Directors. The President shall be the ex-officio member of all committees except any nominating committees. In the absence of the President, any Executive Committee member shall act as an ex-officio member in priority ranking order. Upon expiration of the term of office, the President shall act as Past-President on the Board of Directors.
Paragraph B.: The duties of the Vice-President shall be to act as the president in the absence or inability of the President.
Paragraph C.: The duties of the Secretary shall be to keep full and complete records and minutes of the proceedings of the Board of Directors meetings, Executive Committee meetings, both regular and specially called; and of the Quarterly Membership meetings, both regular and specially called. The Secretary shall keep possession of the records and logos of the "Affiliate". The Secretary shall conduct official correspondence, send notices of meetings to the Board of Directors, develop and mail "Affiliate" newsletters, attest documents and discharge other duties as pertain to that office, or prescribed by the Board of Directors. The Secretary shall be responsible for sending pertinent information to the FQHR Sterling, Colorado home office as necessary. The Secretary shall be responsible for maintaining all membership information pertaining to the "Affiliate", and for forwarding new FQHR memberships to the home office.
Paragraph D.: The Treasurer shall deposit all monies received by the virtue of the office into the "Affiliate's" bank account. Such funds shall be paid out only by check of the "Affiliate", duly signed by the Treasurer and Secretary. The Treasurer shall be responsible for maintaining the bank accounts, financial records, and books of the "Affiliate", and to prepare a financial report for presentation at each meeting of the Board of Directors and Quarterly Membership meetings. The Treasurer is to be a member of any finance committee or committee involving funds of the "Affiliate".
Paragraph E.: The duties of the National Representative are to attend Board of Director meetings, and to attend the National FQHR Roundup and Review meeting sponsored by the FQHR Sterling, Colorado home office and held once per year.
Paragraph F.: The duties of the Regional Director are to serve on the Board of Directors and to encourage and establish memberships within their respective region, conduct at least quarterly meetings of memberships within their regions, and to report all minutes and proceedings to the Executive Committee. The Regional Director shall oversee all regional activities within their respective region, encourage and establish "Affiliate" shows and events, and to promote the continued existence and growth of the "Affiliate" and the interests of its members.
Paragraph G.: The duties of the Youth Director are to organize and oversee the affiliate youth activities. Conduct meetings with the youth affiliate members, and report all minutes and proceedings to the Board of Directors. The Youth Director shall attend Board of Directors meetings. (Approved January 11, 2003)
Section 7- Annual Auditing Committee
Paragraph A.: Annually the Treasurer will meet with three members of the affiliate for the purpose of reviewing and completing an audit of the Treasurer’s records. This committee will consist of at least one member of the Board of Directors, other than the Treasurer. (Approved December, 2003)
ARTICLE III
Amendments
Section 1. - Requirements
Any amendments to the bylaws of the "Affiliate" must be presented in the written form of a petition. The petition shall then be submitted to the Secretary of the "Affiliate". It will then be the responsibility of the Secretary to present such petition to the elected officers and to the "FQHR" Sterling, Colorado home office for discussion. Within thirty (30) days, the officers must send a copy of such petition, signed by each officer, and the Board of Directors, acknowledging receipt of such petition to each and every member of the "Affiliate". The officer shall schedule a date of the "Special Meeting" along with the petition so that each and every member of the "Affiliate" will be notified that a vote will be taken in order to dispose of the issue. Each individual member shall have the right to vote on the issue, if present for the meeting and possess a current membership card, and has not been sanctioned or had membership rights removed. (Approved July 8, 2000) (Amended March 3, 2001)
Section 2. - Membership
Paragraph A.: Memberships shall be due in January of each year. Persons who join the "Affiliate" as well as "FQHR" Sterling, Colorado after October of each year shall enjoy full membership with voting privileges with membership payment accepted for the proceeding year's membership. (Approved December 12, 2000)
Membership fees shall be as follows:
Family membership: $15.00 - to include all minor children under the age of 18, living in the household, either permanently or temporarily, to be allowed to participate under family membership. Each family membership can have two (2) voting privileges, provided that at least one (1) is 18 years of age or older and is considered to be the accompanying adult. (Approved December 12, 2000) (Amended March 3, 2001)
Single membership: $10.00 - to be one person only. (Approved December 12, 2000)
Life membership: $150.00 - to be one person only, and the same charge as "FQHR" Sterling, Colorado. (Approved April 29, 2000)
Paragraph B.: Any member who is suspended from privileges by AQHA or "FQHR" Sterling, Colorado shall automatically be suspended from privileges of this "Affiliate" for a like period of time, until such suspension is resolved, or reinstatement takes place. Any member, officer, or Board of Director who intentionally withholds information of such sanctions in order to continue privileges shall be barred for life from participation in the "Affiliate" upon discovery of such fraud. (Approved July 8, 2000)
Paragraph C.: General membership meetings will be held on the second Saturday of the months January, April, July, and October. Unless otherwise agreed upon by consensus of the Board of Directors.
Section 3. - Regions (Approved March 18, 2000, Amended January 11, 2003)
The "Affiliate" shall be split into four (4) regions. There shall be no additional membership fees due regional divisions, and any member from another region can participate in any and all regional functions. Each region shall have a regional representative to report to the "Affiliate", and to oversee regional activities. These activities and the duties of the regional representative shall be in accordance with policy, procedures, bylaws, and amendments of the "Affiliate". The four (4) regions are defined as follows:
Region 1: West side of Highway 65 to the Nebraska and Kansas state line, and from Highway 50 north to the Iowa state line.
Region 2: East side of Highway 65 to the Illinois state line, and from Highway 50 north to the Iowa state line.
Region 3: East side of Highway 63 to the Illinois, Kentucky, and Tennessee state lines and south of Highway 50 to the Arkansas state line.
Region 4: West of Highway 63 to the Kansas and Oklahoma state lines and south of Highway 50 to the Arkansas state line.
Section 4. - Show Requirements
Paragraph A.: No shows regardless of the type of show, promotion, fund raiser, fun show, point show, nor instructional show shall be scheduled/produced without the express written approval of the "Affiliate". Officers of the "Affiliate" will in turn, be responsible for notifying the "FQHR" Sterling, Colorado home office for written approval. That written approval may be delivered via regular mail or fax from the home office of "FQHR" Sterling, Colorado. (Approved April 29, 2000)
Paragraph B.: Any elected officer, regional representative, or member who seeks to form any affiliation or uses any membership lists to enlist others to assist them in the formation of that affiliate not directly approved in writing from the "FQHR" Sterling, Colorado home office shall be banned from participating in any points event, voting in any official election, holding any official office, or attend any official meetings until such time as a disciplinary hearing is held. The actions will be addressed by the "Affiliate", and their findings/decisions forwarded immediately to the "FQHR" Sterling, Colorado home office for a final decision on disciplinary action. (Approved April 29, 2000)
Paragraph C.: All shows that are sanctioned "points" shows shall have their points from such "points" events tallied and reported to the "Affiliate" and to the "FQHR" Sterling, Colorado show office within two weeks (14 days) after completion of a show contest. Such report shall be sent via regular mail or fax. All totals shall then be recorded by the Secretary and a listing of the points shall be available to any member upon a verbal or written request to the "Affiliate". Any discrepancies shall be addressed by the "Affiliate" and facts checked and corrected within thirty (30) days of the written notification of such error. Any decision regarding the "points" by the "Affiliate" shall be final, unless that decision is overturned by a rule or direct decision by the "FQHR" Sterling, Colorado show office. (Approved April 29, 2000)
Paragraph D.: All monies and proceeds from any regional event must be returned to the Treasurer of the "Affiliate" for distribution throughout the "Affiliate" as needed for shows and "Affiliate" costs of operation. (Approved April 29, 2000)
END OF
AFFILIATE BYLAWS AND AMENDMENTS