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By-Laws of the VCMHC

Last updated and approved by the General Membership
on November 17, 2012

ARTICLE I. NAME

The name of this club shall be “The Virginia-Carolinas Morgan Horse Club.”

ARTICLE II. OBJECTS AND PURPOSES

The objects and purposes of the Club shall be:
To promote good fellowship among Morgan horse owners and friends;
To encourage and promote all the many activities in which Morgan horses excel;
To acquaint the people of the Southeast with the virtues of the Morgan horse and  the
contributions of the Morgan to our heritage; and to cooperate with and support the programs of the  American Morgan Horse Association.

ARTICLE III. GOVERNMENT

The government of this club shall be vested in its membership and shall be self-regulating except that persons 17 years of age and under shall not be voting members.

ARTICLE IV. MEMBERSHIP AND DUES

Section 1:  ELIGIBILITY. Membership in the club shall be open to any person owning a Morgan Horse or any person having an interest in the Morgan breed, upon payment of dues regardless of place of residence.

Section 2:  CLASSES OF MEMBERSHIP. Membership classes include family, couples, adult, youth, junior and honorary. Family memberships include all adults and children in a family unit. Couple memberships include two adults. Adult members are defined to be members in good standing who are 21 years of age or older on January 1, of the current year. Youth members are defined to be members in good standing who are 18 to 20 years of age on January 1 of the current year. Junior members are less than 18 years of age on January 1 of the current year.

Section 3:  VOTING RIGHTS. Only those members 18 years or older shall be entitled to vote at the annual or regular meetings, and voting rights shall be limited to two votes per family membership.  ‘Couple’ memberships shall also be entitled to two votes.  ‘Honorary’ members may not vote on club business, but receive all other rights and privileges of membership.

Section 4:  DUES. Annual dues for all classes of membership shall be published regularly in the club newsletter. All dues are due on January 1st of each year and shall be payable in advance. Upon payment of the annual dues, a member shall be considered to be in good standing. Changes in annual dues for any class of membership may be made by majority vote of the membership at any business meeting of the club. Upon recommendation of the Board of Directors, the members may elect persons to an Honorary Life Membership, and any member so elected shall be exempt from the payment of dues. Individual life memberships may be purchased upon the approval of the Board of Directors, for a sum to be set by the Board of Directors and published annually in the club newsletter.

ARTICLE V. FISCAL OPERATIONS

The fiscal year and operations of the club shall be from January 1 to December 31 of each year.

ARTICLE VI. BOARD OF DIRECTORS

Section 1. GENERAL POWERS. The Board of Directors shall have all the usual powers of a Board of Directors of a membership corporation and shall govern and direct the affairs of the organization. It shall make all rules and regulations that it deems necessary or proper for the government of the organization and for the due and orderly conduct of its affairs and the management of its property, consistent with its charter and these bylaws. The Board shall have authority over all funds, securities and properties of the corporation and select all banks, trust companies, and other depositories. All committees of the organization shall be considered creations of the Board and will operate subject to its authority, but Committees may be established or discontinued on majority vote of the membership at any business meeting of the club.

Section 2:  NUMBER AND TERM. At each biennial November meeting of the members of this club, a Board of Directors shall be elected from the members in good standing and who are members from the states of Virginia, North Carolina and South Carolina, which a Board shall be composed of nine (9) members:  the hereinafter-mentioned four officers, the immediate past president and four other directors who are not office holders. One of the four latter directors shall always be the elected chair of the Show committee.

Three of the directors shall be elected at the November meeting of the membership during years in which there is no general election of officers. The directorship reserved for the Chair of the Show committee shall be filled at the time of his or her selection by the Show Committee. The term of this director shall be set by his or her tenure as Chair of the show Committee.

Section 3:  DISMISSALS AND RESIGNATIONS. Any Director who fails to attend two successive meetings of the Board of Directors without prior notice acceptable to the Board, shall cease to be qualified as a Director and his office shall be declared vacant. Said vacancy shall be filled in accordance with Article IV, Section 9.

Section 4:  REGULAR MEETINGS. The Board may elect to hold regular public meetings once or more times a year. the dates and agendas for the meetings will be published in the club’s newsletter.

Section 5:  SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the President or any two Directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of North Carolina, as the place for holding any special meeting of the Board called by them with the support of a majority of Directors.

Section 6:  NOTICE. Notice of any special meeting of the Board of Directors shall be given at least two days prior to any such meeting by written notice delivered personally or sent by mail or telegram to each Director at his address as shown by records of the corporation.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company.  Any Director may waive notice of any meeting.  The attendance of any Director at any meeting shall constitute a waiver of notice of such meetings, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these bylaws.

Section 7:  QUORUM.  A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board but if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

Section 8:  MANNER OF ACTING.  The act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number quired by law or by these by-laws.

Section 9:  VACANCIES.  Any Director who resigns or otherwise states an intention not to serve on the Board of Directors may be immediately replaced by the affirmative vote of the majority of the remaining Directors, though less than a quorum of the Board of Directors.  A Director elected to fill a vacancy shall serve out the unexpired term of his predecessor in office.

Section 10:  INFORMAL ACTION BY DIRECTORS.  Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the Directors.

Section 11:  SUBCOMMITTEES OF THE BOARD OF DIRECTORS.  In order to facilitate its business, the Board of Directors may appoint special subcommittees as needed.  The Board shall define the purposes of such subcommittees at its discretion, except that all recommendations of such subcommittees must be approved by a majority of Directors at any meeting at which a quorum is present.  The Finance Subcommittee of the Board will be a continuing operating unit within the Board and will have responsibility for:

  • Recommending an annual budget to the Board
  • Monitoring the financial performance of the organization throughout the operating year and recommending to the Board adjustments in either budget or club initiatives to keep the club on budget
  • Monitoring all financial vendors and transactions of the club to protect the integrity of the financial system and records
  • Working with outside agencies (such as state government, tax authorities, or other external interests having a legitimate interest in the financial records of the organization)
  • Evaluating bids of financial vendors proposing services to the club
  • Arranging for and monitoring all audits of club financial records, and
  • Assessing and recommending other financial services (such as liability or property insurance, bank loans, or lines of credit) to the Board

A Subcommittee of the Board will be appointed on an as-needed basis by the President for the purpose of considering proposals to amend the Bylaws. Proposed amendments must be approved by a majority of the Board and subsequently must be submitted to the membership at any regular business meeting for approval according to the provisions of Article IX.

ARTICLE VII.  OFFICERS

Section 1:  OFFICERS.  The officers of the corporation shall be a President, a Vice-President, a Secretary, and a Treasurer.  At the discretion of the Board, assistant secretaries and treasurers may also function under the authority of these by-laws, except that they may be appointed by the President to assist the Secretary and Treasurer as needed.

Section 2:  ELECTION AND TERM OF OFFICE.  The Officers shall be elected biannually by majority vote of the membership and shall be dues paying members for at least one year prior to the biannual meeting.  Said newly elected officers shall take office effective immediately following their election.

Section 3:  VACANCIES.  A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 4:  PRESIDENT.  The President shall be the chief executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation.  The President shall see that all orders and resolutions of the Board of Directors are carried into effect.In order to conduct the policies of the Board, the President may occasionally make assignments to or seek support from other officers of the organization (the Vice-President, Treasurer, Secretary, and any assistant treasurers or secretaries) and Committee Chairs.  Compensated staff services must be approved by the Board.  The President shall preside at all meetings of the members and at meetings of the Board of Directors.  He may sign, with the Secretary or any other proper officer of the corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these by-laws or by statutes to some other officer or agent of the corporation, and in general, he shall perform all duties as may be prescribed by the Board of Directors from time to time.

Section 5:  VICE-PRESIDENT.  In the absence of the President or in event of his inability or refusal to act, the Vice-President shall perform the duties of the President, and when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President.  The Vice-President may perform such other duties as from time to time may be assigned to him by the President or the Board of Directors.  The Vice-President shall chair the Promotion Committee.

Section 6:  TREASURER.  The Treasurer and all assistant Treasurers are subject to the authority of the Board of
Directors and the President.

The Treasurer shall ensure that any agent or financial services vendor to the club is bonded for the faithful discharge of his duties in such sum and with such surety to sureties as the Board of Directors shall determine.  He will ensure that generally accepted accounting procedures are followed and that complete records are maintained by vendors, agents, officers, committee chairs and other active club members as are required to support periodic audits of the organization’s books. The Treasurer shall be responsible for the proper administration of all funds and securities of the corporation; ensure that proper vouchers and receipts are received for moneys payable to any member of the club, and receipts given for moneys and property due, payable or donated to the corporation from any source whatsoever; and ensure that all moneys are deposited in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.  A retiring Treasurer shall at first Board Meeting or within 3 months after completion of term(or leaving office for other reasons) deliver to the new treasurer all moneys and records of the organization in his custody, with a supplemental report covering all transactions since the last report to the present.

Section 7:  SECRETARY.  The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these By-laws or as required by law; be custodian of the corporate records; and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these by-laws, keep a register of the post office address of each member which shall be furnished to the Secretary by such member; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

Section 8: REMOVAL FROM OFFICE.  Any officer may be suspended from his duties at any time by a two-thirds majority vote of the Board for dereliction of duties or for behavior which is harmful to the interests of the club.  Temporary replacements of those officers may be selected by majority vote of the Board of Directors.  These replacements may be voted on by the membership at the next regular meeting of the club, or may serve out the un-expired terms of replaced officers, or both, depending on the length of the un-expired term remaining, at the discretion of the Board of Directors.

ARTICLE VIII. MEETINGS

Section 1:  THE ANNUAL MEETING OF MEMBERS. The annual meeting of the members shall be held in November in each year at such time and place as may be designated by the Board of Directors.

Section 2:  ANNUAL MEETING OF THE BOARD.  The Board of Directors shall meet at least once annually.

Section 3.  OTHER REGULAR MEETINGS.  In addition to the annual meeting, additional regular meetings of the Members and of the Board of Directors may be held at such time and place as may be designated by the Board of Directors.

Section 4.  SPECIAL MEETINGS.  Special meetings of the Members may be held from time to time at such time and place as may be designated by the Board of Directors or the President upon notice in writing as provided for in Article VII Section 5.  Such special meetings may be called among other purposes to coincide with and to encourage attendance at Horse Shows, Field Days, or Trail Rides being sponsored by this Club and/or being held in any of the States of Virginia, North Carolina and South Carolina

Section 5:  MEETING LOCATIONS.  Any and all meetings of the Members whether annual, regular, or special shall be held in the states of Virginia, North Carolina and South Carolina.  For all meetings of the Members, notice shall be given at least 21 days prior to the date of that meeting and shall designate place, time and purpose.

Section 6:  QUORUMS.  A quorum for any meeting of the Members shall consist of 15 members present and voting in person and who shall be in good standing.  At all meetings of the membership, absent members in good standing may vote by a signed proxy in writing.  Voting Members shall be members in good standing for at least seven days prior to the meeting at which they vote.

Section 7:  MAJORITY VOTE.  Except as provided in Article X, Amendments, action may be taken by a majority of those in attendance at any members meeting or Directors meeting at which a quorum is present.

ARTICLE IX.  COMMITTEES

Section 1:  THE NOMINATING COMMITTEE.  A Nominating committee, to consist of three active members in good standing who are Members from the states of Virginia, North Carolina and South Carolina shall be named by the President to nominate officers, committee chairs, and members of the Board of Directors as provided above, and it shall be the duty of this committee to present such nominations at the biennial membership meeting. Other nominations may be made from the floor.

Between elections, the Nominating Committee shall also propose candidates to the Board of Directors in the event of resignations or removals of Directors, Officers, and Committee Chair seats  which become vacant at the time of the first membership meeting following the Southern States Morgan Horse Show.

Section 2:  LIST OF COMMITTEES.  Chairmen from the following approved committees shall be elected from the floor bi-annually by the membership at the year end business and awards meeting.
1.  Awards          5.  Roster                       9. Website
2.  Promotion    6.  Youth Activities   10. Historical Archives
3.  Newsletter    7.  Membership
4.  Program        8.  Sport Horse
These Chairmen will select their own committee members for their term of office.

The membership may establish by majority vote such other committees as it desires at any business meeting of the club.  Similarly, non functioning committees may be dissolved by majority vote of the members at similar occasions.

Section 3:  SHOW COMMITTEE.  The Show Committee, to consist of fifteen (15) members, shall be elected by the general membership at the first meeting of the club following the Southern States Horse Show.  The election of the Show Committee shall be held in the following manner:  the members shall elect five (5) Show committee members each year to serve a three year term, so that the Show Committee membership of each year shall consist of ten (10) incumbent members and five (5) newly elected members.  This election shall take place at the first scheduled meeting of the general membership following the Southern States Morgan Horse Show.

The elected membership of the Show Committee will elect its chairperson from among its membership within one month of the first general meeting following the Southern States Morgan Horse Show.

Should any member of the Show Committee resign before the expiration of his or her term, the remaining members of the Show Committee shall appoint a person from the general membership of the Club, with said person to serve out the un-expired term of the member who resigned.

Any Show Committee member who misses two consecutive Show Committee meetings without a prior approved reason as allowed by the Show Committee Chairperson, shall be subject to removal by the Chair upon majority vote by the Show committee.  Upon removal, the remaining members of the Show Committee may elect a replacement in the manner set forth above.

Section 4:  SPECIAL COMMITTEES.  The Board of Directors may appoint from time to time such other special or temporary committees as may be necessary to carry on the business of the Club.

Section 5:  REMOVALS FROM OFFICE.  The Board of Directors may remove from office either temporarily or permanently any committee chairperson or officer, whether elected by other committee members or not, for improprieties or behavior hurtful to the interests of the club.  Replacements of those officers may be appointed by the Board on majority vote or replace by other members of those committees at the discretion of the Board.

ARTICLE X.  AMENDMENTS

These By-laws may be amended or repealed at any annual or regular meeting of the Members upon a two-thirds vote of the Members present, in person or by proxy, upon notice of any such amendment or amendments or upon notice of such repeal, provided due notice has been given to the members in accordance with the provisions of Article VIII, Section 5, thereof.

ARTICLE XI.  DISSOLUTION OF CLUB

In the event of dissolution of the Virginia – Carolinas Morgan Club for any reason, any existing funds in the treasury or other assets at the time shall go the American Morgan Horse Association, Inc.

ARTICLE XII

Any item not covered herein shall be covered by Roberts Rules of Order.

*Revised and adopted July 14th, 2007