BY-LAWS OF INTERNATIONAL HERITAGE WALKING HORSE ASSOCIATION, INC.
Article I – Corporation
- The registered office of the Corporation in the State of WISCONSIN shall be at PO BOX 267 WHITEHALL, WI 54773. The registered agents in charge thereof shall be NANCY BERGMAN and DIANE SCZEPANSKI.
- The Corporation may also have offices at such other places as the Board of Directors may from time to time appoint or the activities of the Corporation may require.
Article II- Seal
- The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization, and the words “International Heritage Walking Horse Registry, Inc. Est. 2015”.
- Membership shall consist of persons who are interested in the preservation and breeding of the Heritage Walking Horse. The Executive Board will review applications and must approve all members.
Article IV- Directors
- The business and affairs of the Corporation shall be managed by its Executive Board, of which SIX members shall be considered active directors and FIVE members of the Advisory Board of Directors who may advise and counsel but who have no voting rights in the Corporation. The Executive and Advisory directors need not be residents of this state. The active Executive Board will serve indefinitely and Advisory Board of Directors shall serve a five year appointment or until an earlier resignation or removal takes place.
In order to be considered for appointment or election as an Advisory Board of Directors member, the candidate must be of unimpeachable character and must have no incidents of misappropriation of funds, conviction as felons for any offense, allegations relating to the inappropriate use of funds from any other corporation, or any violation of the Horse Protection Act, either federal or USDA certified HIO, or conviction at even the misdemeanor level for a violation of cruelty to animals law.
- Regular Meetings; Regular meetings of the board shall be held without notice in October at a place as shall be determined by the Executive Board.
- Special Meetings; Special meetings of the Board may be called by the President on a minimum of 5 days’ notice to each director, either by telephone, mail or by email. Special meetings may also be called by the President or the Secretary in the same manner and upon like notice after the written request of a majority of sitting active directors.
- Quorum; A simple majority of the total number of active directors shall constitute a quorum for the transaction of business.
- Consent in Lieu of Meeting; Any action taken, required or permitted to be taken at any meeting of the Executive Board, or of any committee thereof, may be taken without a meeting of all the members of the Executive Board or the committee, as the case may be, with consent thereto in writing and the writing or writings on file with the minutes of the proceedings of the Executive Board or committee. The Executive Board may hold its meetings, and have an office or offices, outside of this state.
- Telephone Conference; One or more active directors may participate in a meeting of the Executive Board, of a committee of the board, or of Advisory directors, by means of a conference call by which all persons participating in the meeting can hear each other. Participation in this manner shall constitute presence in person at such meeting.
The Executive Board may, by resolution adopted by a majority of directors in office, establish one or more committees to consist of one or more directors of the Corporation. Any such committee to the extent provided in the resolution of the Board or in the by-laws, shall have and may exercise authority and powers of the Board, except that no committee shall have authority over the following:
- The adoption, amendment , repeal or rescinding of the By-Laws;
- The amendment or repeal of any resolution of the full Board;
- Action on matters committed by the By-Laws or Resolution of the Board to another committee;
- The execution of contracts binding on the Corporation;
The Executive Board may designate one or more directors as alternate members of any committee, who may replace absent members or disqualified members at any meeting of the committee. In the absence or disqualification of a member, the member or members present at any meeting and not disqualified from voting whether or not he or they constitute a quorum may unanimously appoint another director from either the active or the advisory board to act at the meeting in the place of any such absent or disqualified member. Each committee of the Executive Board shall serve at the pleasure of the Executive Board and may be disbanded at any time by the action of a simple majority of the active Board.
- Compensation. Executive Board members as such, shall not receive any salary for their services but may, by resolution, be allowed expense of attendance.
Article V- Officers
- Selection of Officers; The initial Executive Director of the Corporation shall be chosen by of the Executive Board, who will also select the President and the Secretary, and Treasurer. Subsequent selections will be made by vote of the Executive Board. The Executive Board may also choose a chairman, who may be the same person as the president, one or more vice presidents and any other officers it shall deem as necessary. Any number of offices may be held by the same person.
- Salaries; There will not be salaries paid to Executive Board members or Advisory Board of Directors. Materials expenses will be compensated.
- Term of Office; The President and Secretary, Treasurer of the Corporation, after the initial appointment will continue to serve at the pleasure of the Executive Board. Other officers will indefinite terms, which may be at the discretion of the Board. Any officer or agent elected or appointed by the incorporator or the Board may be removed by the Executive Board whenever, in its judgment, the best interest of the Corporation will be served thereby.
- The President; The President shall be the chief executive officer of the Corporation. He shall preside at all meetings of the directors. He/She shall have general and active management of the business of the corporation, shall see that all orders and resolutions of the Executive Board are carried into effect, subject to the right of the directors to delegate any specific powers, except such as may be by statute exclusively conferred on the President, to any other officer or officers of the Corporation. He shall be EX OFFICIO a member of all committees, and shall have the general power and duties of supervision and management usually vested in the office of a President of a corporation.
- Vice President.;The Vice President shall serve as a backup official to the President of the Corporation and will attend meetings as able.
- Secretary; The secretary shall attend all sessions of the Executive Board and act as clerk thereof. This officer shall record all the votes of the Corporation and the minutes of all its transactions in a book to be kept for that purpose and shall perform all other duties as assigned.
- Treasurer; The treasurer shall have custody of the corporate funds and securities shall keep full and accurate accounts of receipts and disbursement in books belonging to the Corporation and shall keep the monies of the Corporation in separate account to the credit of the Corporation. He/She shall disburse the funds of the Corporation as may be ordered by the Executive Board, taking proper vouchers for disbursement, and shall render to the President and the Executive Board at regular intervals or whenever it is required, all transactions and financials.
Article VI- Vacancies
- Resignations; Any vacancy occurring in any office of the Corporation by death, resignation, and removal or otherwise shall be filled by the Executive Board. If at any time, by reason of death or resignation or other cause, the Corporation should have no directors in office, then any officer or any executor, administrator, trustee or guardian or other fiduciary entrusted with like responsibility for the person or estate of a director may call a special meeting of the officers in accordance with the provision of these by-laws.
- Resignations Effective at a Future Date; When one or more directors shall resign from the Active Board, effective at a future date, a majority of the directors then in office including those who have resigned shall have power to fill such vacancy or vacancies. The vote taken on filling these vacancies shall take effect when such resignation or resignations become effective.
Article VII- Corporate Records
- Right to Examine Corporate Accounts. Any Executive Board Director shall have the right to examine the Corporation’s books and records for purposes reasonably related to his position as an active or advisory director, upon reasonable notice.
Article VIII- Miscellaneous Provisions
- Checks; All checks or demands for money and notes of the Corporation shall be signed by such the designated treasurer.
- Fiscal Year; The Corporation’s Fiscal Year shall begin on the first day of January.
- Whenever written notice is required to be given to any person doing business with the Corporation, it may be given to the person either personally or by sending a copy of the notice through the mail or by email to the address appearing on the books of the Corporation or supplied by him to the Corporation for the purpose of notice. If the notice is sent by mail it shall be deemed to have been “given” to the person entitled thereto when deposited in the United States Mail or when posted to the internet. Such notice shall specify as pertinent the place, day and hour of meetings, the general nature of business to be transacted or specific requirements that must be fulfilled in order to transact business with the corporation or to complete a transaction with the Corporation.
- Waiver of Notice. Whenever any written notice is required by statute or by the Certificate or the By-Laws of this Corporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
- Resignation; Any director or other officer may resign at any time, such resignation to be in writing, to take effect from the time of its receipt by the Corporation, unless some time is fixed in the resignation and then from that date. The acceptance of a resignation shall not be required to make it effective.
- Establishment of Registry Fees. The establishment of all fees for services provided by the Corporation shall be initially set by the Board of Directors as will all subsequent schedules for fee
Article IX Annual Statement
- Annual Statement; The President and Executive Board shall present at an annual meeting a full and complete statement of the business and affairs of the corporation for the preceding year. Such statement shall be prepared and presented in whatever manner the Executive Board shall deem advisable and need not be verified by a certified public accountant.
Article X Amendments
- Amendments: These by-laws may be amended or repealed, or rescinded by the vote of members of the active Executive Board at any regular or special meeting duly convened after notice for that purpose.