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HAT By-Laws
ARTICLE I – NAME AND PURPOSE Section 1. Name
The name of the organization
shall be “Horseman’s Association of Texoma”, also abbreviated as “HAT” or
“H.A.T.” (the Association), a Texas nonprofit association as defined in
Title 6, Chapter 252 of the Texas Business Organizational Code.
Section 2. Purpose
The purposes of the Association
shall be the promotion of horsemanship, sportsmanship, and fellowship
between horse owners and enthusiasts; and to promote the growth and
development of the equine industry at large in the Texoma region, which is
generally recognized as those counties in north Texas and south Oklahoma
within close proximity to the Red River and Lake Texoma.
Section 3. Motto
The motto of the Association
shall be “Horsemanship, Sportsmanship, Fellowship”.
Section 4.
Principal Office
The principal place of business
for the Association shall be identified and maintained by the Board of
Directors, and may be changed from time to time as needed. Business of the
Association may be carried out at any place determined as convenient and
appropriate by the Board of Directors.
Section 5. Fiscal
Year
For the purposes of membership
and accounting, the fiscal year of the Association will follow a calendar
year, beginning on January 1 and ending on December 31.
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Section 1.
Membership Categories
There shall be two types of
regular membership categories, Individual and Family. Additional
categories may also be created by the Board of Directors for specific
purposes as needed.
Section 1(a).
Individual Membership
An individual membership
consists of a single individual person of any age. An individual
membership shall become active when an application form for membership and
appropriate dues payment have been received by the Treasurer of the
Association. Individuals under the age of eighteen who wish to apply for
an individual membership must also submit written permission from a parent
or legal guardian with their application and dues payment.
Section 1(b).
Family Membership
A family membership consists of
all those individual persons, regardless of age, residing as a family at
the same physical mailing address and location. A family membership shall
become active when an application form for membership listing all family
members and appropriate dues payment have been received by the Treasurer
of the Association.
Section 2.
Diversity
Membership in the Association is open to all persons without regard to
age, gender, race or color, ethnic or cultural background, marital status,
religious preference, place of residence, sexual orientation, financial
status, or nationality.
Section 3.
Membership Term and Dues
All memberships applied for and
dues assessed shall be active and effective for a term of one fiscal year,
unless specifically designated otherwise by the Board of Directors. The
dues structure, which includes the dues amounts, payment options, and any
pro-rating or other adjustments not specifically defined in these By-Laws,
shall be determined by the Board of Directors. Dues are not refundable.
Section 4.
Expirations and Renewals
All active memberships in the
Association shall expire at the end of each fiscal year, except that new
members who join within a period of ninety days prior to the end of the
current fiscal year shall be entitled to active membership status without
interruption through the end of the next fiscal year. Other exceptions may
also be designated by the Board of Directors when appropriate. To avoid
inactive status, active members must renew their memberships prior to the
expiration date. Renewals shall be accepted at any time in advance of the
expiration date.
Section 5. Inactive
Status and Reinstatement
A membership becomes inactive
when the end of the current fiscal year has passed and the member has not
submitted a dues payment for the next fiscal year. An inactive membership
shall be reinstated without prejudice upon receipt of the appropriate dues
payment by the Treasurer of the Association. If the membership has been
inactive for a period of more than one fiscal year, the inactive member
must also submit a new application form for membership with the dues
payment.
Section 6. General
Rights of Members
All active members regardless of
age retain all those rights of membership in the Association not
specifically defined otherwise in these By-Laws or through amendments or
other actions of the Board of Directors.
Section 7. Voting
All active members of the
Association ages eighteen and over shall be eligible to vote on any
business brought before the Association requiring a vote during any
regular or special meeting of the membership. In such matters, each member
shall have one vote.
Section 8. Member
Obligation to Follow Association Rules
These By-Laws constitute a binding legal agreement between the Association
and its members which may be supplemented by amendments and actions of the
Board of Directors. Members of the Association are bound by these By-Laws
and all amendments and actions of the Board of Directors or voting members
of the Association.
Section 9. Disciplinary Actions
A
member may be reprimanded, suspended or have their membership terminated
for cause by the Board of Directors. Cause may include failure to observe
or disregard of these By-Laws or other rules adopted by the Association,
or other actions as defined by the Board of Directors. The disciplinary
action shall occur only after the member has been given a fifteen-day
prior written notice of the proposed discipline and the reasons therefore.
The member shall have the opportunity to be heard, orally or in writing,
not less than five days before the effective date of the discipline by the
Board.
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ARTICLE III – BOARD OF DIRECTORS
Section 1.
Definition and Powers
The Board of Directors is the
governing body of the Association, with the authority and responsibility
for the supervision, control and direction of the Association. All
property of the Association shall be controlled and managed by the Board
of Directors. The Board of Directors shall have the power and authority to
make, amend, repeal and enforce such rules and regulations, not contrary
to these By-Laws, as they may deem necessary concerning the conduct,
management and activities of the Association. The Board may delegate the
management of the affairs of the Association to any person or group,
including elected officers and/or committees, provided the Board shall
retain the responsibility for the actions of such person or group and
further provided that the Board shall in all cases be responsible for the
ultimate policy and direction of the Association.
Section 2.
Composition and Eligibility
The Association shall have five
Directors. Any active member ages eighteen and over may serve on the Board
of Directors. Current officers of the Association may also serve on the
Board.
Section 3. Term of
Service
The term of a Director shall be
two calendar years, commencing on January 1 of the first year following
election to the Board and ending on December 31 of the second year. There
shall be no limitation on the number of terms a person may serve as a
Director.
Section 4.
Nomination and Election
During the month of October
prior to the end of a Director’s term, nominations to fill that Director’s
position shall be accepted by the Board of Directors. Nominations may be
offered by any active member, Officer, or Director, and the incumbent
Director may also self-nominate to become eligible for re-election.
Nominations must be received by the Board of Directors no later than
October 31. At the next regular meeting of the membership following
nominations, an election shall be held in which the members will vote for
one of the nominees to fill the position. A simple majority vote of the
members present shall be sufficient to elect a Director.
Section 5.
Vacancies
In the event a Director position
becomes vacant prior to the end of a Director’s term, the President of the
Association shall appoint another active member to fill the vacancy,
subject to approval by the remaining members of the Board of Directors.
Such appointment shall be limited to the remaining term of the vacant
position.
Section 6.
Resignation and Removal
Resignation from the Board must
be in writing and received by the President of the Association. A Director
may be removed for cause by a majority vote of the remaining Board
members. Cause may include deliberate or extreme disregard for the By-Laws
and other rules of the Association, gross misconduct or negligence with
regard to the duties and responsibilities of the Board of Directors, or
other actions as may be defined by the Board of Directors. Such removal
shall not affect the membership status or other rights of membership
afforded to the removed Director.
Section 7. Voting
In all business matters
presented to the Board of Directors requiring a vote, each Director shall
have one vote.
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Section 1.
Definition and General Powers
The officers of the Association
shall consist of a President, First Vice President, Second Vice President,
Secretary, and Treasurer. Officers shall have the authority and
responsibility to manage the regular and daily activities of the
Association, subject to the direction and supervision of the Board of
Directors; those duties delegated to them through these By-Laws; and those
duties delegated to them by actions of the Board of Directors.
Section 1(a).
President
The President shall be the
Principal Officer of the Association, and shall preside at all meetings of
the membership, the Executive Committee, and the Board of Directors. The
President shall see that all Association By-Laws, rules, and actions of
the Board of Directors are enforced; promote the Association to members
and the general public; and carry out such other duties that may be
prescribed by the Board of Directors.
Section 1(b). First
Vice President
In the absence of the President,
the First Vice President shall have the power of and perform the duties of
the President; promote the Association to members and the general public;
and carry out such other duties that may be prescribed by the Board of
Directors.
Section 1(c).
Second Vice President
In the absence of the First Vice
President, or in the event the First Vice President has assumed the duties
of the President while the President is in absence, the Second Vice
President shall have the power of and perform the duties of the First Vice
President; promote the Association to members and the general public; and
carry out such other duties that may be prescribed by the Board of
Directors.
Section 1(d).
Secretary
The Secretary shall record the
minutes of all membership and Board of Directors meetings, serve as the
custodian for all official documents and records of the Association;
promote the Association to members and the general public; and carry out
such other duties that may be prescribed by the Board of Directors.
Section 1(e).
Treasurer
The Treasurer shall collect,
deposit, and disburse the monies of the Association in accordance with
provisions in the By-Laws or as prescribed by the Board of Directors;
maintain the financial accounting and records of the Association and make
such available for review by the Board of Directors and the general
membership; promote the Association to members and the general public; and
carry out such other duties that may be prescribed by the Board of
Directors.
Section 2. Emeritus
and Honorary Officers
In recognition of their
contributions to the Association, those members who have previously served
as President shall be granted the permanent emeritus title of Past
President, with that person who has most recently vacated the position to
be called Immediate Past President. The Board of Directors may also act to
convey other honorary titles upon active or inactive members and
non-members. All emeritus and honorary titles shall be in name only, and
shall not convey or imply any specific duties or special privileges
prescribed upon the person so granted.
Section 3.
Eligibility
Any active member ages eighteen
and over may serve as an Officer. Current members of the Board of
Directors may also serve as Officers.
Section 4. Term of
Service
The term of an Officer shall be
one calendar year, commencing on January 1 of the year following election
and ending on December 31. There shall be no limitation on the number of
terms a person may serve as an Officer.
Section 5.
Nomination and Election
During the month of October
prior to the end of a Officer’s term, nominations to fill that position
shall be accepted by the Board of Directors. Nominations may be offered by
any active member, Officer, or Director, and the incumbent Officer may
also self-nominate to be eligible for re-election. Nominations must be
received by the Board of Directors no later than October 31. At the next
regular meeting of the membership, an election shall be held in which the
members will vote for one of the nominees to fill the position. A simple
majority vote of the members present shall be sufficient to elect an
Officer.
Section 6.
Vacancies
In the event the President’s
position becomes vacant prior to the end of the current term, the First
Vice President of the Association shall assume the vacancy for the
remainder of the term. In the event any other Officer’s position becomes
vacant prior to the end of the current term, including the vacancy newly
created when the First Vice President fills the vacancy of the President,
the President shall appoint another active member to fill the vacancy,
subject to approval by the Board of Directors. Such appointment shall be
limited to the remaining term of the vacant position.
Section 7.
Resignation and Removal
Resignations of Officers must be
in writing and received by the President or the Board of Directors. An
Officer may be removed for cause by a majority vote of the Board of
Directors. Cause may include deliberate or extreme disregard for the
By-Laws and other rules of the Association, gross misconduct or negligence
with regard to the duties and responsibilities of the Officer’s position,
or other actions as may be defined by the Board of Directors. Such removal
shall not affect the membership status or other rights of membership
afforded to the removed Officer.
Section 7. Voting
In all business matters
presented to the Officers requiring a vote, each Officer shall have one
vote.
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Section 1.
Definition and Establishment of Committees
The Board of Directors shall
have the authority to establish standing and ad hoc committees to provide
programs and services to the membership and facilitate the business of the
Association. Each committee shall consist of one Committee Chair and
various committee members, the number of which shall be determined by the
Board as being sufficient to carry out the objectives and responsibilities
of each given committee.
Section 2. Standing
Committees
The Association shall have the
following standing committees: Communications, Education, Ethics,
Executive, Fundraising and Sponsorship, Shows and Events, and Youth &
Youth Scholarship.
Section 2(a).
Communications Committee
The Communications Committee
shall be responsible for the collection, management, and distribution of
all news and information regarding the Association to and from its
members, Officers, Directors, and the general public. The committee shall
develop and manage all official communications of the Association
including flyers, brochures, newsletters, press releases, media inquiries,
websites, and all other printed, recorded, and electronic media.
Section 2(b).
Education Committee
The Education Committee shall be
responsible for the development, promotion, operation, and management of
educational programs and services to benefit and enhance the collective
knowledge of the Association, its membership, and the general public.
Programs and services include guest speakers, clinics/demonstrations,
audio/visual or printed materials, barn or facility tours, and other
educational resources.
Section 2(c).
Ethics Committee
The Ethics Committee shall be
responsible for receiving and investigating complaints made by active
members with regard to the actions of other members, Officers, and
Directors to determine if such actions are in violation of the By-Laws,
rules, or actions of the Board of Directors, or are not in the best
interests of the Association. All such complaints must be presented to the
committee in writing. The committee will present its findings following
each investigation to the Board of Directors for further action.
Section 2(d).
Executive Committee
The Executive Committee is a
standing administrative committee, and shall consist of all current
Officers, Directors, and Committee Chairs of the Association, as well as
other active members so designated by the Board of Directors. The
President of the Association shall serve as the Committee Chair. The
purpose of this committee shall be to provide assistance to the Board of
Directors as the Board manages the policies, goals, and direction of the
Association
Section 2(e).
Fundraising and Sponsorship Committee
The Fundraising and Sponsorship
Committee shall be responsible for the development, promotion, operation,
and management of all activities to raise funds to finance the
Association’s programs. Activities may include soliciting sponsorships
from businesses and/or individuals; organizing and operating fundraising
contests, raffles, auctions, sales, and similar events; and other such
activities as may be approved by the Board of Directors.
Section 2(f). Shows
and Events Committee
The Shows and Events Committee
shall be responsible for the development, promotion, operation, and
management of horse shows, riding clinics, playdays, trail rides, and
other similar events.
Section 2(g). Youth
& Youth Scholarship Committee
The Youth & Youth Scholarship
Committee shall be responsible for the development, promotion, operation,
and management of all programs and services the Association provides to
all youth ages 17 and under, including the Youth Scholarship program.
Section 3. Ad Hoc
Committees
Ad hoc or temporary committees
may be created by the Board of Directors at any time and for any purpose
that is in accordance with the purpose and goals of the Association. An ad
hoc committee must be given a specific objective which must not conflict
with the activities of any other standing or active ad hoc committee, and
a finite period of time in which to operate.
Section 4.
Eligibility
Any active member regardless of
age may serve on a committee. Any active member ages eighteen or older may
serve as a Committee Chair. Current Officers and Directors may also serve
on a committee or as a Committee Chair.
Section 5. Term of
Service
The term of a Committee Chair or
committee member shall be one calendar year, commencing on January 1 of
the year following appointment and ending on December 31. There shall be
no limitation on the number of terms a person may serve as a Committee
Chair or committee member.
Section 6.
Appointment to Committees
The Board of Directors shall
appoint Committee Chairs for all standing and ad hoc committees. Members
may be nominated or volunteer to serve as a Committee Chair or committee
member without nomination, subject to approval by the Board of Directors.
Section 7.
Vacancies
In the event a Committee
Chair’s or committee member’s position becomes vacant prior to the end of
the current term, the President may appoint another active member to fill
the vacancy, subject to approval by the Board of Directors. Such
appointment shall be limited to the remainder of the current term of the
vacant position.
Section 8.
Resignation and Removal
Resignations of Committee Chairs
and committee members must be in writing and received by the President or
the Board of Directors. A Committee Chair or committee member may be
removed for cause by a majority vote of the Board of Directors. Cause may
include deliberate or extreme disregard for the By-Laws and other rules of
the Association, gross misconduct or negligence with regard to the duties
and responsibilities of the committee, or other actions as may be defined
by the Board of Directors. Such removal shall not affect the membership
status or other rights of membership afforded to the removed Committee
Chair or committee member.
Section 9. Voting
In all business matters
presented to a Committee requiring a vote, the Committee Chair and each
committee member shall have one vote.
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Section 1(a).
Membership Meetings
The Association shall hold
meetings of the membership for the purpose of receiving input from, and
presenting information to, the members on the actions of the Board of
Directors and Committees; presenting educational programs and offering
entertainment for the benefit of all in attendance; and to transact other
business that may be brought before the membership. These meetings shall
be held monthly, and shall be conducted at a time and in a manner
designated by the Board of Directors.
Section 1(b).
Board of Directors Meetings
The Board of Directors shall
hold meetings for the purpose of managing the direction, policies and
goals of the Association, and to transact any required Association
business presented to the Board. These meetings shall be held whenever the
business of the Association requires them but no less than quarterly, and
shall be conducted at a time and in a manner designated by the Board of
Directors. The Board may elect to hold Executive Committee Meetings in
conjunction with or in the place of these meetings.
Section 1(c).
Committee Meetings
With the exception of the
Executive Committee, all standing and ad hoc committees shall hold
meetings for the purpose of planning, developing, operating, and managing
the specific objectives assigned to them. These meetings shall be held
whenever the business of a particular committee requires them but no less
than quarterly, and shall be conducted at a time and in a manner
designated by the individual Committee Chairs.
Section 1(d).
Executive Committee Meetings
The Executive Committee shall
hold meetings for the purpose of providing information and commentary to
the Board of Directors regarding
proposed or pending actions by the Board, and to receive the actions and
decisions of the Board for distribution to the membership. These meetings
shall be held whenever the business of the Association requires them but
no less than quarterly, and shall be conducted at a time and in a manner
designated by the Board of Directors.
Section 1(e).
Special Meetings
A special meeting of the
membership, Board of Directors, or any committee may be requested at any
time by the President or the Board of Directors, and only for the purpose
of addressing a specific issue or to transact business that cannot be
handled during a regularly scheduled meeting due to scheduling or other
constraints or requirements. Special meetings shall be held at a time and
in a manner that will accommodate as many of the desired attendees as
possible.
Section 2. Meeting
Methods
Meetings shall be conducted in
person at a single location wherever possible or practical. If meeting in
person is not possible or practical due to time, inability to secure a
meeting location, distance of attendees from a meeting location,
conditions creating hazardous travel for attendees, or other similar
circumstances, alternative methods for conducting the meeting may be used
including use of telephone conference calls and speakerphones; electronic
services such as e-mail, message boards, and instant message/chat room
services; or other means that are available to all expected attendees.
Section 3. Open
Meetings
Unless specifically announced
in advance, all meetings of the Association are open to the general public
and all members both active and inactive.
Section 4. Quorums
A majority of the number of
Directors currently in office will constitute a quorum for conducting
business at Board of Directors and Executive Committee meetings. The
number of members required to constitute a quorum for conducting business
at membership and all other committee meetings shall be the number of
voting members present at the meeting.
Section 5. Notice
of Meetings
Notice for all upcoming
meetings shall be posted and distributed as far in advance as possible to
allow all interested individuals ample time to make arrangements
permitting them to attend.
Section 6. Meeting
Agenda
Whenever possible, an agenda
listing the topics to be discussed and the order of program to be followed
during the meeting shall be drafted and made available in advance to all
attendees. All active members, Officers, and Directors may request or
suggest topics or other items of business to be included on a meeting
agenda. In lieu of a specific agenda tailored to the requirements of the
meeting, the following general agenda shall be used:
- Call to Order
- Recording of
Attendance
- Program or
Presentation
- Reading and
Approval of Minutes
- Committee Reports
- Old Business
- New Business
- General Discussion
- Adjourn
Section 7.
Parliamentary Authority
The rules contained in the
current edition of Robert’s Rules of Order Newly Revised
shall govern the Association in all cases to which they are applicable and
in which they are not inconsistent with these bylaws and any special rules
of order the Association may adopt.
Section 8. Conduct
of Meeting Attendees
Meeting attendees shall conduct
themselves with civility and refrain from the use of vulgar or offensive
language. Disruptive behavior shall not be tolerated and may result in
removal from the meeting or other disciplinary action.
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ARTICLE VII – INDEMNIFICATION AND
INSURANCE
Section 1.
Indemnification
To the fullest extent permitted
by law, the Association shall indemnify and hold harmless all Officers,
Directors, Committee Chairs, committee members, Contracted Service
Providers, Event Volunteers, and other Association Staff and Employees
against all claims arising out of any alleged or actual action or inaction
in the good-faith performance of their duties. No member, Officer,
Director, Committee Chair, committee member, Contracted Service Provider,
Event Volunteer, or other Association Staff and Employees shall be held
personally or otherwise liable for any of the debts or obligations of the
Association.
Section 2.
Insurance
The Association shall have the
right to purchase and maintain insurance to the fullest extent permitted
by law on behalf of its members, Officers, Directors, Committee Chairs,
committee members, Contracted Service Providers, Event Volunteers, and
other Association Staff and Employees against any liability asserted
against or incurred by these persons arising out of their status as such.
Section 3. Legal
Notices
As a Texas-based organization,
and in accordance with the laws of Texas, the following legal notice shall
be incorporated into the By-Laws of the Association, and shall appear on
all showbills, registration forms, and similar documents that may be used
for recording attendance at or participation in any Association activities
involving horses within the state of Texas:
WARNING
UNDER TEXAS LAW (CHAPTER 87, CIVIL PRACTICES AND REMEDIES
CODE) AN EQUINE PROFESSIONAL IS NOT LIABLE FOR AN INJURY OR DEATH OF A
PARTICIPANT IN EQUINE ACTIVITIES RESULTING FROM THE INHERENT RISK OF
EQUINE ACTIVITIES.
HAT also conducts
activities within the state of Oklahoma, and in accordance with the laws
of Oklahoma, the following legal notice shall be incorporated into the
By-Laws of the Association, and shall appear on all showbills,
registration forms, and similar documents that may be used for recording
attendance at or participation in any Association activities involving
horses within the state of Oklahoma:
Under Oklahoma Law (Oklahoma Livestock Activities Liability Limitation
Act, §76-50.3) except as provided in subsection B of this section, a
livestock activity sponsor, a participant or a livestock professional
acting in good faith and pursuant to the standards of the livestock
industry shall not be liable for injuries to any person engaged in
livestock activities when such injuries result from the inherent risks of
livestock activities.
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ARTICLE VIII – COMPENSATION AND
EXPENSES
Section 1.
Compensation, Awards and Gifts
No member, Officer, Director,
Committee Chair, committee member, or Event Volunteer shall receive any
salary or other monetary compensation in return for performing their
duties. Such persons shall be allowed to receive non-monetary awards or
gifts from the Association in recognition of their service, with the value
of such awards or gifts to be determined by the Board of Directors.
Section 2. Paid
Staff and Employees
The Board of Directors shall be
authorized to hire and maintain Contracted Service Providers and other
compensated Staff and Employees as needed to assist with providing
specific services to, or performing specific duties for, the Association.
Section 3.
Expenses
All members, Officers,
Directors, Committee Chairs, committee members, Event Volunteers, and
other Association Staff and Employees shall be entitled to receive
compensation for goods and services purchased for or provided to the
Association using personal funds. The Treasurer shall be authorized to
issue payment from the Association’s available funds for such expenses
upon presentation of original or certified copies of invoices or register
receipts clearly indicating the amount of the expenses incurred.
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Section 1.
Authority to Amend
These By-Laws may be
altered, amended, or repealed; and new By-Laws may be adopted upon the
recommendation of the Board of Directors and by the majority vote of the
membership in attendance at any regular or special meeting of the
membership.
Section 2. Proposal
of Amendments
Any active member, Officer, or
Director may propose amendments to these By-Laws. Such proposals shall be
in writing and presented to the Board of Directors for consideration. The
Board shall be charged to review all proposals received in a timely manner
and report their decisions in writing.
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Section 1.
Authority and Process for Disbandment
The Association may
be disbanded at any time. To disband, a recommendation must first be
unanimously approved by the Board of Directors. A special meeting of the
membership must then be called by public notice within fourteen (14)
calendar days for the single purpose of discussing and voting on the
recommendation to disband. A recorded two-thirds (2/3) majority vote by
the members in attendance shall be required for approval of the
disbandment.
Section 2. Disposition of
Assets
If disbandment is
approved by the membership, the Board of Directors shall immediately make
all necessary arrangements for the donation of all Association funds and
physical assets to one or more recognized equine non-profit organizations
of the Board’s choosing. Physical assets may be donated in whole or in
part to the recipient organization(s), depending on their particular need
for the assets, or they may be sold to individual members or the general
public and the resulting proceeds donated instead. Any remaining assets of
the Association that were unable to be sold or donated in this manner, as
well as all Association records, shall then be disposed of by the Board
using any means available.
Section 3. Final Disbandment
Upon completion of
the donation and/or disposal of Association funds and assets, the
disbandment of the Association shall be declared final, and all
Association officers, board members, committee chairs, committee members,
and Association staff and employees shall be released of all remaining
responsibilities and obligations to the Association.
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