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CONSTITUTION AND BY-LAWS
OF
ALAMO PALOMINO
EXHIBITOR'S ASSOCIATION
Adopted by the General Membership Feb. 25, 2006
ARTICLE I
NAME, PURPOSE, AND INCORPORATION
Section 1. Name: This Association
shall be known as the ALAMO PALOMINO EXHIBITOR'S ASSOCIATION, hereafter
known as ALPEA. It shall be incorporated as a non-profit organization
in accordance with the laws of the State of Texas.
Section 2. Purpose:
This association is organized for the purpose of promoting the Palomino
Horse. It shall promote the showing of the Palomino Horse in PHBA
shows, and to generally strive to upgrade the Palomino breed.
Section 3. Location:
The home office, principal place of business and legal address of ALPEA
shall be the same as the current President. ALPEA shall cover an
area approximately 100 miles North of Austin, West to EI Paso, East to
Victoria, and South through the Rio Grand Valley.
Section 4. Corporate
Seal: The corporate seal of the ALPEA shall have inscribed
thereon the name of the association and the words "Corporate Seal".
Section 5. Capitol
Stock: There shall be no capitol stock in lieu of stock
certificates, written evidence of membership shall be issued to each
member, and shall be signed by the President and attested to by the
Secretary, with the corporate seal affixed.
Section 6. Fiscal
Year: The fiscal year of this association shall be January 1 to
December 31, inclusive.
ARTICLE II
MEMBERSHIP
Section 1. Qualifications: All
persons, firms, partnerships, or organizations interested in the
development of the Palomino Horse may become members of this
association. The initial membership fee shall be five dollars ($5.00).
Each applicant must be in good standing with PHBA and/or ALPEA. For all
voting purposes only one vote is allotted to each "membership" and only
one individual .in a "membership" may serve in any elected position.
All memberships must be in good standing for a period of 60 days to
vote in ALPEA elections, and for a period of 60 days to vote on other
issues.
Section 2.
Delinquency: A member shall be delinquent if his/her annual dues
are not paid by the membership’s expiration date, and forfeits all
privileges of membership.
Section 3. Transfer
of Membership: Membership in the ALPEA is transferable between
members of the same family, or partners in the same company. The fee
for transfer of membership shall be one dollar ($1.00).
Section 4. Ultimate
Authority: The ultimate authority of the ALPEA is in the
membership, who alone shall be able to amend its by-laws and to whom
its Board of Directors shall be accountable.
Section 5.
Disciplinary Procedures: The Officers and Board of Directors
shall act as the disciplinary committee for the ALPEA. The disciplinary
procedures followed shall be the same as the disciplinary procedures
outlined in the PHBA handbook. Any person(s) suspended by PHBA shall
also be suspended by ALPEA.
Section 6. ALPEA
Lifetime Memberships: An ALPEA adult individual lifetime
membership cost $50 per membership.
Section 7. Honorary
Lifetime Memberships: Honorary Lifetime Memberships and
Directors may be named by the Board of Directors for outstanding
service and dedication the ALPEA.
Section 8. Written
Notice: Written notification for any and all ALPEA issues,
events, business, etc. shall be via USPS mail, electronic mail
(e-mail), AND/OR web site postings.
ARTICLE III
DIRECTORS AND OFFICERS
Section 1. Directors: The Board of
Directors shall consist of one Director for the charter plus one for
each twenty-five (25) members or major fraction thereof as of record on
December 31 of the year preceding the next annual meeting. The Board
shall be elected by the ALPEA membership. The Board shall consist of
the duly elected President, Vice-President, Secretary, Treasurer,
Parliamentarian, Sergeant-At-Arms, President of ALPEA-A, Vice President
ALPEA-A, and Past President.
The term of office of all officers and directors
shall be from January 1 through December 31 of the subsequent fiscal
year following the election of officers and directors. The election
must be held within one year of the last election. ALPEA must be the
major affiliate of anyone serving as an officer or director.
Section 2.
Qualifications: All Officers and Directors of ALPEA shall be
members in good standing of PHBA/ALPEA, and shall have demonstrated
their commitment to both ALPEA and the Palomino Horse. All Officers and
Directors shall have been a member of ALPEA for a period of one (1)
year prior to their term in office.
Section 3. Authority:
The Board of Directors shall have the authority to conduct the affairs
of the ALPEA in accordance with the By-laws for promotion of the
Palomino Horse. The Board of Directors shall not obligate the ALPEA to
any expenditure, which would cause a debt carry-over at the end of the
fiscal year without a two-thirds majority vote of the membership.
Section 4. Officers:
The membership shall elect annually the following officers: President,
Vice-President, Secretary, and Treasurer, Parliamentarian, and
Sergeant-At-Arms. The office of Secretary and Treasurer may be held by
the same person. Also elected shall be six (6) vice-presidents to
serve as chairpersons of the following committees: (1) Show (2)
Youth (3) Public Relations (4) Special Events (5) Non-PHBA Open Shows
and Membership (6) Futurity. The elected officers shall serve a
term of one year but may succeed themselves at the next election.
Section 5. Authority
of Officers: The chief executive officer shall be the President,
who shall have the specific duties of carrying out programs approved by
the membership and the Board of Directors - and have the general
supervision of the affairs of the Association.
The Vice-President shall be available to assume the
office of Presidency should the seat become vacant. He/She shall also
perform duties as delegated by the President.
The Secretary shall keep the record of minutes of
each meeting. He/She shall also write and keep record of all
correspondence and shall be responsible for notification of meetings
and be the ex-officio secretary of all committees.
The Treasurer shall have general lawful
responsibility for the financial affairs of the association as directed
by lawful action of the membership, including collection and receipt of
funds, deposits in banks or other insured financial institutions, and
withdrawal of such funds. He/She shall be bonded in his performance of
duties and the cost shall be paid by ALPEA. He/She shall report to the
annual meetings on the financial position and review the past year's
financial operations, and assist the Directors in anticipating the
financial needs and preparation of the budget for the coming year.
The Parliamentarian shall be thoroughly familiar
with the ALPEA By-laws and Roberts Rules of Order, Revised. He/She
shall determine the legitimacy of any procedural question arising
during the conducting of ALPEA business at all meetings. He/She shall
keep the Board of Directors and members on task in accordance with the
agenda.
The Sergeant-At-Arms shall maintain order at all
meetings and functions of ALPEA and has the authority, at the request
of the President or presiding officer, to remove any disruptive
person(s) in attendance at these meetings or functions. He /She may, or
may not utilize the local law enforcement agencies when such action is
deemed necessary and appropriate.
Section 6.
Attendance: All Officers and Directors must attend at least
three (3) meeting per year. The Board of Directors may decide by a
two-thirds majority to remove any Officer or Director who has missed
two (2) consecutive meetings without cause. The Secretary of ALPEA will
then notify said member in writing of the decision of the Board of
Directors.
Section 7. Vacancies
In Offices: Any vacancy on the ALPEA Board of Directors shall be
filled by an appointment by the President, and approved by the members
of the Board of Directors.
ARTICLE IV
MEETING AND METHOD OF VOTING
Section 1. Membership Meetings:
There shall be two annual membership meetings of the ALPEA each year at
a time and place designated by the Board of Directors. The purpose of
these meetings shall be: (I) to seat the new Officers and Directors of
ALPEA and to formalize plans, goals, and objectives for the current
fiscal year and shall be held in January of each year. (2) The second
membership meeting shall be for the purpose of electing a new set of
Officers by December 31 of each year. Fifteen (15) days written notice
shall be given by the Secretary of ALPEA for annual meetings. In
addition to the two annual membership meetings , all routine monthly
board meetings shall be open for all ALPEA members - with speaking
privileges, as well as voting privileges as outlined in Art. II.
Section 2. Board of
Directors Meeting: There shall be annual meetings of the Board
of Directors immediately following the annual membership meetings.
Special meetings by the Board of Directors may be called by the
President of the ALPEA. All special meetings must conform to the
requirements as to location and notification as set forth in Section I,
Article IV above. A quorum shall be three Board Of Directors (BoD) or
six BoD and officers combined..
Section 3. Committee
Meetings: Any Chairman of anyone of the committees shall call a
special meeting through the office of the President. Such meetings
shall have ten (10) days notice.
Section 4. Procedure:
Wherever not otherwise specified by the By-laws, Roberts Rules Of
Order, Revised will be the final authority on procedure.
ARTICLE V
AMENDING BY -LAWS
Section 1. Notice: Any member of the
ALPEA or Board of Directors member may propose an amendment to the
By-laws of the ALPEA by submitting such amendment to the Secretary in
writing no less than thirty (30) days before the next membership
meeting at which time the amendment shall be voted on.
Section 2. Voting
and Effective Date of Amendments: Amendments to the by-laws
shall be voted only by the membership by a two-thirds majority vote of
the total qualified voters present and voting as outlined in the
methods of voting set forth in Section I, Article II. Any
amendment passed at the membership meeting shall take effect
immediately.
Article VI
INDEMNIFICATION
ALPEA shall indemnify and hold harmless any officer, director, of
Director At Large of ALPEA legal expenses, judgment, and expenses of
settlement which ALPEA approves actually and reasonable incurred in
connection with an actual or threatened legal proceeding, if such
person acted legally, in good faith, and was duly authorized to act on
behalf of ALPEA in the transaction from which legal liability arose
which was official ALPEA business (except in relation to matters in
which he/she shall have been guilty of negligence or misconduct, or in
violation of the By-laws in respect to the matter in which indemnity is
sought).
Article VII
SEVERABILITY
If any section of any part of these By-laws or the application
thereof to any person or circumstance is held invalid, such invalidity
does not affect the validity of the other sections, parts, or
applications of the By-laws - which can be given effect without the
invalid section of any part; And, to this end, the provisions of these
By-laws are several.
Article VIII
DISSOLUTION
Upon the dissolution of the Association, the Board of Directors
shall, - after paying or making provisions for the payment of all of
the liabilities of the association - dispose of all assets of the
Association in such manner, or to such organization(s) organized and
operated exclusively for charitable, education, religious, or
scientific purposes as shall at the time qualify as an exempt
organization(s) under section 501 (c) (3) of the Internal Revenue Code
of 1954 (or the corresponding provisions of any future United States
Internal Revenue Law), as the Board of Directors shall determine. Any
such asset not so disposed of shall be disposed of by the District
Court of the county in which the principal office of the association is
then located, exclusively for such purposes or to such organization(s)
as said Court shall determine which are organized and operated
exclusively for such purposes.
Last
Revised Feb. 25, 2006
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