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National Pole Bending
Association Bylaws
PURPOSE: Promoting the
equine event of pole bending, including aged events such
as pole bending futurities or derbies as well as open
events such as 2D and 3D pole bendings.
POWERS: Subject to any
limitations expressly approved by the Board of Directors
as provided in the Bylaws, the Association shall have
all powers necessary to accomplish the purposes of the
Association.
DIRECTORS:
Number of Directors, Initial
Directors: The Board of Directors will consist of a
minimum of three and a maximum of seven directors. The
Initial Directors shall be: Douglas S. Brown, Timothy P.
Parker, Kate Ristow and Marc Ristow. Each Initial
Director shall serve until such Initial Director resigns
as a Director or is removed as provided in the Bylaws.
Additional Directors,
Replacement Directors: Additional Directors can be
appointed at any time upon recommendation of the
president and approval of the Board of Directors.
Replacement Directors may be appointed to replace
Additional Directors or Replacement Directors at any
time upon recommendation of the president and approval
of the Board of Directors. Additional Directors and
Replacement Directors shall take office immediately upon
appointment and serve until such Additional Director or
Replacement Director resigns or is removed or replaced
in accordance with the Bylaws.
Removal of Directors and Initial
Directors: Directors (other than Initial Directors)
can be removed with or without cause upon recommendation
of the president and approval of the Board of Directors.
Initial Directors may be removed with or without cause
by a vote of a majority of the Initial Directors. The
size of the Board of Directors may be reduced (but to
not less than three Directors) at any time upon
recommendation of the president and approval of the
Board of Directors. Such reduction shall be effective
immediately after such vote of the Board of Directors.
Appointment of Directors: In
the event that a Director resigns from the Board of
Directors or is removed by a vote of the Board of
Directors or the Initial Directors, as the case may be,
and the Board of Directors does not simultaneously
appoint a Replacement Director or reduce the size of the
Board of Directors, the president shall appoint a
Replacement Director. Such Replacement Director shall
take office immediately upon appointment and serve until
such Replacement Director resigns or is removed in
accordance with the Bylaws.
No Liability: No Director
shall have any personal liability for any action taken
in his or her capacity as a director in good faith.
OFFICERS:
President: The initial
president shall be appointed by the Initial Directors at
the initial meeting of the Board of Directors.
Thereafter, the president shall be appointed by the
Board of Directors at the first meeting thereof in each
odd numbered calendar year, commencing with calendar
year 2007. The president shall be the chief executive
and chief operating officer of the Association and shall
be charged with the general supervision and control of
the Association. The president shall exercise all powers
of the Association except those expressly granted to the
vice president or the secretary/treasurer in the Bylaws
or Association Rules. The president shall preside over
all meetings of the Board of Directors and shall be
required to report to the Directors at each meeting of
the Board of Directors as to significant actions taken
by the president since the date of the last meeting of
the Board of Directors. The president shall remain in
office until a successor is appointed in accordance with
the Bylaws.
Vice President: The initial
vice president shall be appointed by the Initial
Directors at the initial meeting of the Board of
Directors. Thereafter, the vice president shall be
appointed by the Board of Directors at the first meeting
thereof in each odd numbered calendar year, commencing
with calendar year 2007. In the absence of the
president, the vice president shall perform the duties
of the president at any Board of Directors meeting. In
addition, the vice president shall exercise any power of
the Association expressly granted to the vice president
in the Bylaws or Association Rules or in a written
action of the president. The vice president shall remain
in office until a successor is appointed in accordance
with the Bylaws.
Secretary/Treasurer: The
initial secretary/treasurer shall be appointed by the
Initial Directors at the initial meeting of the Board of
Directors . Thereafter, the secretary/treasurer shall be
appointed by the Board of Directors at the first meeting
thereof in each odd numbered calendar year, commencing
with calendar year 2007. The secretary/treasurer shall
be the chief financial officer of the Association and
shall exercise any power of the Association expressly
granted to the secretary/treasurer in the Bylaws or
Association Rules or in a written action of the
president. The secretary/treasurer shall remain in
office until a successor is appointed in accordance with
the Bylaws.
The secretary/treasurer shall keep and maintain
adequate books and records of account showing the
receipts and disbursements of the Association, and an
account of the Association's cash and other assets, if
any. Such books and accounts shall at all times be open
to inspection by the Directors. The secretary/treasurer
shall render to the president and/or the Board of
Directors, upon request, statements of the financial
condition of the Association.
The signature of the secretary/treasurer, together
with the signature of the president or vice president,
shall be required upon all checks and drafts of the
Association.
Subordinate Officers:
Subordinate officers may be appointed by the president
and shall perform such duties as shall be prescribed
from time to time by the president.
No Liability: No officer
shall have any personal liability for any action taken
in his or her capacity as an officer in good faith.
MEETINGS, VOTING:
Meetings: Meetings of the
Board of Directors shall be governed by the Bylaws and
Association Rules. There shall be at least one meeting
of the Board of Directors each calendar year which
meeting shall be called by written order of the
president. Meetings may be held in person or by
telephone conference call or by such other means as may
be approved in Association Rules. A majority of
Directors can waive the requirement of a meeting and
approve or ratify by written resolution any action if
such waiver, approval or ratification is recommended by
the president.
Quorum, Voting: No action
may be taken by the Board of Directors at a meeting
unless a quorum of Directors is present. A quorum shall
consist of two Directors, unless the Association Rules
increase such number. Except as set forth in the
succeeding sentence, a majority of all Directors shall
be required to approve any action by the Board of
Directors. In the event that a quorum of Directors is
present at a meeting but not a majority of Directors, no
action may be taken by the Board of Directors except
that any action recommended by the president may be
approved by a majority of Directors present and voting.
PRINCIPAL OFFICE:
Principal Office: The
initial principal office of the Association shall be at:
6060 Linne Road, Paso Robles, CA 93446. Thereafter, the
principal office of the Association shall be the address
of the president from time to time, unless otherwise
provided in the Association Rules.
MISCELLANEOUS:
No Compensation: No officer
or Director shall receive compensation from the
Association for service as an officer or Director other
than reimbursement of actual out-of-pocket expenses as
authorized by the president in accordance with
Association Rules.
Execution of Documents: The
president may enter into any contract or execute any
instrument in the name of and on behalf of the
Association. Such authority shall be general in nature
unless expressly restricted by a written action
recommended by the president and approved by the Board
of Directors. Unless authorized by the president, no
officer, agent or other person shall have any power or
authority to bind the Association by any contract or
engagement or to pledge the credit or to render the
Association liable for any purpose or to any account.
Inspection of Bylaws: The
Association shall keep at its principal office the
original or a copy of the Bylaws, as amended or
otherwise altered to date, certified by the
secretary/treasurer, which shall be open for inspection
by the Directors at all reasonable times during business
hours.
Dissolution: In the event
that the Association in any manner and for any cause is
dissolved and after payment or adequate provision for
the payment of all debts and liabilities of the
Association, all of the remaining funds, assets and
properties of the Association shall be paid and
distributed to another equine association recommended by
the president and approved in writing by the Board of
Directors which promotes the purposes of the
Association.
Bylaws: New Bylaws or
amendments to the Bylaws may be approved upon the
recommendation of the president and approval of the
Board of Directors. No Bylaws or amendments to the
Bylaws may be approved unless the complete text thereof
has been provided to all Directors at least 30 days
prior to the consideration thereof. No change to the
text of such Bylaws or amendments to the Bylaws may be
approved by the Board of Directors without an additional
30-day notice unless such change is approved by a
unanimous vote of the Directors present and voting.
Association Rules:
Association Rules and amendments to Association Rules
may be approved upon the recommendation of the president
and approval by the Board of Directors. No Association
Rules or amendments to Association Rules may be approved
unless the complete text thereof has been provided to
all Directors at least 30 days prior to the
consideration thereof. No change to the text of such
Association Rules or amendments to the Association Rules
may be approved by the Board of Directors without an
additional 30-day notice unless such change is approved
by a unanimous vote of the Directors present and voting.
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