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Bylaws

ByLaws of the Greater Houston Horse Council, Inc.

ARTICLE I – NAME

The name of the Corporation is GREATER HOUSTON HORSE COUNCIL, INC.

(“Council”)

ARTICLE II – PURPOSE
 
  1. The purpose for which the Corporation is organized shall be to promote the common interest of the Greater Houston area’s horsemen and horsewomen.
  2. The purpose or purposes for which the corporation is organized are to receive and maintain a fund or funds of real or personal property, or both, and subject to the restrictions and limitations hereinafter set forth, to use and apply the whole or any part of the income thereof exclusively for charitable, religious, scientific, literary or educational purposes either directly or by contribution to organizations that qualify as exempt organizations under Section 501 © (5) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended, or any other sections of the Internal Revenue Code.

ARTICLE III – MEMBERS
Section 1. Eligibility. Any individual, family, business, or organization interested in the objectives of the Greater Houston Horse Council shall be eligible for membership and may become a member by presenting the name to the secretary and paying the required dues.
Section 2. Dues. The annual dues for all classes of membership shall be set by the Board of Directors (“Board”) and shall be payable January 1st. Dues become delinquent on February 1st at which time notices will be mailed by the secretary. Any member whose dues remain unpaid on April 1st shall be automatically dropped from membership.
Section 3. Voting. Each membership shall be entitled to one vote, except that a family membership shall be allowed two votes if there are two adult family members.

ARTICLE IV – OFFICERS
Section 1. Elected Officers.  The officers of the Council shall be elected by the membership and shall be as follows: President, Vice-president, Secretary and Treasurer. Additional officers may be elected or appointed by the directors as deemed necessary. All of the officers shall be elected by ballot. A simple majority vote of eligible and present members shall elect.
Section 2. Qualifications. Only members in good standing shall be eligible to hold office.
Section 3. Terms. Each officer shall hold office for one year beginning January 1st and continuing until December 31st, or until his successor is elected.
Section 4. Duties. These officers shall perform the duties prescribed in these bylaws and by the parliamentary authority adopted by the Council. (See Article VIII – Parliamentary Authority)
    A. The President shall:
     
  1. be the principal executive officer of the Council under the authority of the Board;
  2. supervise all of the business and affairs of the Council;
  3. preside at all meetings of the Council and of the Board;
  4. be authorized to sign checks in the absence of the treasurer;
  5. perform other duties as directed by the Board.
    B. The Vice President shall:
     
  1. in the absence of the president, serve as presiding officer;
  2. in case of the resignation or death of the president, automatically become president;
  3. perform other duties as may be assigned to him or her by the president or the Board.
    C. The Secretary shall:
     
  1. keep the minutes of the Council’s meetings and the Board’s meetings;
  2. see that all notices are given according to these bylaws;
  3. be custodian of the records and legal documents of the Council;
  4. keep a register with the name, address, telephone number, and classification of all members which shall be furnished by the members;
  5. with the help of the treasurer, present a current list of delegates in good standing to the President before voting takes place;
  6. perform other duties assigned by the president or Board.
    D. The Treasurer shall:
     
  1. be bonded for a sum sufficient to protect the Council from loss, as determined by the Board.
  2. have custody of, and be responsible for, the funds and investments of the Council;
  3. collect dues and other funds and give receipts as directed by the Board;
  4. deposit all moneys in the name of the Council in banks or other depositories as directed or approved by the Board;
  5. disburse moneys only after approval or at direction of the Board;
  6. keep an accurate account of all moneys received and disbursed;
  7. perform other duties assigned by the president or the Board.

ARTICLE V – MEETINGS
Section 1. Annual Meeting. The annual meeting of the Council shall be held during the month of November on the date and at the time and place set by the Board. The purpose of the annual meeting shall be for electing directors and hearing the annual report of the Board and any other business on the agenda. Notice of the annual meeting shall be published in the September Council newsletter or mailed to all classes of members at least forty-five (45) days in advance.
Section 2. Special meetings. Special meetings may be called by the president, Board, or at the request of at least ten delegates. Unless published in the Council newsletter, all classes of membership shall be notified of the date, hour, place and purpose (s) of a special meeting at least three (3) business days in advance, personally or by mail at the direction of the president or persons calling the meeting. If mailed, it must be postmarked not less than five business days prior to the date of the meeting and addressed to the member as his address appears in the secretary’s register.
Section 3. Open Meetings. Unless specifically stated as a closed meeting, attendance and participation in discussions is welcomed by all classifications of membership.
 

ARTICLE VI – BOARD OF DIRECTORS
Section 1. The Board shall have all power and authority over the affairs of the Council.
Section 2. There shall be a total of twelve directors divided into three groups of four directors each serving staggered terms. Directors shall serve three (3) years or until their successors are elected. Each year one group of four directors rotates off the board; two (2) groups remain on the Board and three new directors are elected at the annual meeting, and the president-elect appoints one. Any member in good standing may be elected to serve as director.
Section 3. Directors shall be expected to attend all meetings possible and to participate in the activities of the Council. Absence from three (3) consecutive meetings without an excuse deemed acceptable by other Board members shall cause the unexcused director’s position to become vacant.
Section 4. Election of Directors
   
  1. The Board shall announce in the September Council newsletter details of the election to take place at the Council’s annual meeting in November.
   
  1. Members in good standing who choose to be candidates for the position of director shall be listed in the October Council newsletter along with a brief biographical sketch submitted by the candidates.
   
  1. The election shall be by ballot, and a simple majority of elegible and present members shall elect. In the case of a tie for the third position, a second ballot vote shall break the tie.
Section 5. Election of Officers.  The membership shall elect officers of the Council at the annual meeting in November.
Section 6. Vacancy.  A vacancy occurring on the Board or in an office (except for the office of President) shall be filled by the remaining directors for the unexpired portion of the term, though less than a quorum. Proper notice shall be given and a simple majority vote shall elect.
Section 7 – Meetings
   
  1. Regular meetings of the Board shall be held on the third Monday of the month at a place to be named by the Board, unless otherwise ordered by the Board.
   
  1. Special meetings may be called by the president or upon the request of three (3) members of the Board. Each director shall be given notice in person or by mail at least three (3) days in advance.
Section 8. Quorum. A majority of the twelve directors shall constitute a quorum.
Section 9. Emergency Action. The president shall poll the other members of the Board when action must be taken and a formal meeting is not feasible. A sincere attempt to contact each director shall be made, and a majority of the Board must vote in the affirmative. Unless approved during a conference call, with minutes, the action must be ratified at the next Board meeting.
Section 10. Annual Reports. The Board shall make an annual report to the membership at the Council meeting in November.

ARTICLE VII – COMMITTEES
Committees, standing or special, shall be appointed by the president as the Board shall from time to time deem necessary to carry on the work of the Council.

ARTICLE VIII – PARLIAMENTARY AUTHORITY
The rules contained in the latest edition of the Scott Foresman, Robert’s Rules of Order, Newly Revised, shall govern this Council in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order this Council may adopt.

ARTICLE IX – AMENDMENT OF BYLAWS
These bylaws may be amended at any regular or special meeting of the Council by a two-thirds vote provided that the amendment has been submitted in writing signed by two (2) delegates or directors, and all classes of membership have been notified 30 days in advance by U. S. mail, or by publishing the proposed change in the newsletter or on the website at least 30 days prior to that meeting.

ARTICLE X – DISSOLUTION
Funds shall be used only to accomplish the purposes specified in the bylaws and no part of such funds shall inure, or be distributed to, the members of the Council. Upon dissolution of the Council, any funds remaining shall be distributed by the Board to a non-profit organization which qualifies under Section 501 © (3) of the Internal Revenue Code.
Note: The above was last edited to reflect amendments adopted in November, 2008. Prior to that date, the bylaws were last amended in 2007.

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