|Kentucky Horse Council, Inc. Bylaws|
Article I. Name and Purpose
Section 1 - The name of this organization shall be the Kentucky Horse Council, Inc. (hereinafter “KHC”).
Section 2 – The purpose of the Kentucky Horse Council shall be the protection of, education for and development within the horse industry in Kentucky.
Articles II. Offices
KHC shall have its principal office at the Kentucky Horse Park, 4063 Iron Works Parkway, Building B, Suite 2, Lexington Kentucky, 40511 or such other place or places as the Board of Directors shall determine from time to time.
Article III. Membership
Generally. KHC shall have six (6) classes or more of members, whose eligibility and rights shall be determined in accordance with this Section, as amended from time to time by the Board. Dues for each category shall be established annually for the following year. The designation of such classes and the qualification of such classes shall be a follows:
Section 2 – State Districts
The Board may divide the Commonwealth of Kentucky into regional districts, and such divisions may be modified from time to time if the Board determines that such action is in the best interest of the membership. If such districts are created, one liaison from each district may be elected by the membership of that district to serve a one-year term and will be responsible for keeping their constituents informed of KHC activities and the KHC informed of regional matters.
Section 3 – Voting
Termination of Membership. Membership in KHC shall be terminated:
Section 5 – Evidence of Membership
The Board may provide for the issuance of certificates, decals or other evidence of membership in KHC, which shall be in such form or forms determined by the Board.
Section 6 – Membership Year
Each membership year in KHC shall commence on January 1 and end on December 31.
Section 7 – Application and Admission of Members
All applications for membership shall be in writing or through on-line membership forms and shall be accompanied by payment of the annual dues. Applications shall be effective upon receipt and payment of the appropriate dues. Dues shall not be pro-rated.
Section 8 - Membership Dues
The minimum membership dues and/or fees shall be determined by a schedule established by the Board, from time to time. All membership dues shall be payable annually, in advance. The Board specifically reserves the right to set additional fees to underwrite special programs and services of KHC.
Section 9 – Annual Meeting
The annual meeting of the members of KHC shall normally be held in November of each year. The Board may alter the date for any reason(s) determined appropriate by the Board. Notice of the annual meeting of the members shall be mailed not less than twenty (20) days prior to the date of the annual meeting and may be a part of an official publication of KHC.
Section 10 – Special Meetings of Members
Special meetings of the members of KHC may be called by the President, the Board, the Executive Committee, or by the members having ten percent (10%) or more of the votes entitled to be cast at a meeting. Any notice of a special meeting shall state the place, day and hour of the meeting and the purpose thereof, and shall be given not less than ten (10) nor more than thirty-five (35) days prior to the meeting.
Article IV. Board of Directors
Section 1 – Responsibilities
The business and affairs of KHC shall be managed by its Board of Directors (“Board”), which shall be responsible for the accomplishment of the purposes of KHC. Consistent with such purposes, the Board may employ an Executive Director, one or more Administrators and such other officers and employees as necessary and, in addition to such other activities as KHC shall deem to be consistent with its purposes, shall establish such policies as may be consistent with accomplishment of the corporate purposes.
In conjunction with the foregoing, the Board shall appoint such committees and delegate such authority to the committees so appointed as is consistent with these Bylaws, and shall do and perform such other acts as are necessary to carry out the purposes for which KHC is created.
Section 2 – Number and Tenure of Board Members
The directors shall number between twelve (12) and twenty-three (23) voting members and shall be broadly representative of all of the horse industries and breeds in Kentucky. One Board position shall be reserved for a representative of one of the schools of higher education offering equine focused degrees within the Commonwealth of Kentucky. The Executive Director of the Kentucky Horse Council shall be a non-voting member of the Board.
Section 3 – Term of Office
Elected Directors shall serve for a three (3) year term except as provided for in these bylaws. Directors shall not serve more than two consecutive elected terms. Directors may be re-elected to the board following a one year absence from the board.
Section 4 – Selection and Election of Directors
Members are encouraged and will be invited to submit names to the Nominating Committee. Each year the Nominating Committee will create and present a slate of new directors. The slate will be presented to the board for review prior to the annual membership meeting. Following approval by the board, the slate will be presented to the membership at the annual membership meeting. Members will be asked to vote on the presented slate or to nominate candidates from the floor or through write-in nominations. The persons receiving the largest number of votes to fill vacancies will be declared elected as Directors and take office upon adjournment of the annual meeting of the members.
Section 5 – Vacancies
In the event of a vacancy or vacancies on the Board with respect to a Director, the Executive Committee shall fill any vacancy by electing a replacement director recommended by the President, whose term of office shall be for the unexpired term of his predecessor. Partial terms of office served in this manner shall not count toward the term limits described in Article IV, Section 3.
Section 6 – Regular Meetings
In addition to the annual meeting, the Board of Directors may provide by resolution additional regular meetings of the Board, either within or without the State of Kentucky, without notice other than such resolution.
Section 7 – Special Meetings
Special meetings of the Board may be called by the President and shall be called on the written request of the Executive Committee. Except in cases of emergency, notice of any special meeting of the Board of Directors shall be given at least ten (10) days prior thereto by written notice delivered personally or sent by mail, telegram, e-mail or facsimile transmission to each Director at his or her address as shown by the records of KHC. Any Director may waive notice of any meeting.
Section 8 – Referendum Meetings
By mail, email, facsimile or telephone, the President may refer to the Board questions relating to the affairs of the Kentucky Horse Council which in his or her opinion require immediate action. A two-thirds vote of the entire Board is required to take action. The results of such a referendum vote shall be binding on the Board, the KHC, its committees, agents and employees.
Section 9 – Conduct of Meetings
All meetings of the Board shall be chaired by the President, or in his or her absence, the Vice President. No proxies shall be voted at any meeting.
Section 10 – Quorum; Voting
Section 11 – Attendance
Section 12 – Compensation
All voting directors shall serve without compensation.
Section 13- Directors – Emeritus
Upon recommendation by the Nominating Committee, the Board may elect one or more Director(s)-emeritus with the right to attend all regular and special meetings thereof, but with no power to make motions or to vote and who shall not be counted in determining a quorum.
Article V. Officers
Section 1 – Number
The officers of KHC shall be a President, a Vice President, a Secretary, a Treasurer and such other officers as may be designated, from time to time, by the Board of Directors.
Section 2 – Election and Term of Office
Officers shall be elected by the Board of Directors from its membership in a called meeting immediately following the annual membership meeting. Elected officers shall begin their term of office beginning at the conclusion of the annual meeting. The President shall be elected for a term of two (2) years; the Vice-President, Secretary and Treasurer shall be elected for a term of one (1) year. Any officer vacancy shall be filled by the Board for the unexpired portion of the term. A second year of a two-year presidential term may supersede the limit of directors’ service as described in Article IV, Section 3.
Section 3 – Removal of Officers
Any officer may be removed at any time by a majority vote of the Board of Directors.
Section 4 – Duties
The officers of KHC shall have the following duties:
Article VI. Committees
Section 1 – Number
There shall be an Executive Committee, and such other committees as the Board of Directors shall determine.
Section 2 – Executive Committee
The Executive Committee shall consist of the elected officers of KHC and four (4) of the Elected Directors, selected annually by the President and approved by the Board. The Executive Committee shall have and exercise in the intervals between meetings of the Board, all the powers of the Board which may lawfully be delegated in the management of the business and affairs of KHC, or such lesser powers as may, by the direction of the Board, be specified.
Section 3 – Nominating Committee
The Nominating Committee shall consist of not less than three (3) nor more than seven (7) persons selected by the President. The Nominating Committee shall be responsible for receiving all candidate nominations and shall generate a slate of directors who will most effectively work toward the common goals of the Kentucky Horse Council. The Nominating Committee shall also be responsible for recommending directors to fill vacancies on the board. At all times the nominating committee shall be charged with keeping in mind that members of the board of directors shall be broadly representative of all of the horse industry and breeds in Kentucky.
Section 4 – Other Committees
Other committees may, from time to time, be designated by resolution adopted at any meeting of the Board at which a quorum is present.
Section 5 – Term of Office
Each member of a committee shall continue as such until the next annual meeting of the members and until his successor is appointed, unless the committee shall be sooner terminated, the committee member resigns, or the committee member is removed by the affirmative vote of the Board.
Article VII. Bills, Notes, Etc.
Section 1 – Authorization
All bills payable, notes, checks drafts, warrants, or other negotiable instruments of KHC shall be made in the name of KHC and shall be signed by one (1) or more officers as the Board shall from time to time by resolution direct.
Section 2 – Limitation on Authority of Officers
No officer or agent of KHC, either singly or jointly with others, shall have the power to make any note, check, draft, or warrant, or other negotiable instrument, or endorse the same in the name of KHC, or contract or cause to be contracted any debt or liability in the name and on behalf of KHC, except as herein expressly prescribed and provided.
Article VIII. Books and Records
Section 1 - Books and Records
The office of KHC shall keep correct and complete books and records of accounts in KHC and a record of the names and addresses of all members in good standing, entitled to vote.
Section 2 – Minutes
The officers of KHC shall keep, or cause to be kept, minutes of all meetings of the members and the Board, and shall keep minutes or other records of all proceedings of the Board and all committees.
Section 3 – Inspection
All books and records of KHC shall be kept and maintained at its principal office in the State of Kentucky and shall be available for inspection by any member or his agent or attorney, at any reasonable time, for any proper purpose as set forth in KRS 273.233. A review of these books shall be conducted annually at tax time by an outside accounting firm.
Article IX. Indemnification of Officers and Directors
KHC shall indemnify and may advance expenses to all directors, officers, employees or agents of KHC who are, were or are threatened to be made a defendant or respondent to any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) by reason of the fact that he or she is or was a director, officer, employee or agent of KHC (hereafter a “proceeding”), to the fullest extent that is expressly permitted or required by the statutes of the Commonwealth of Kentucky and all other applicable law.
In addition to the foregoing, KHC shall, by action of the Board, have the power to indemnify and to advance expenses to all directors, officers, employees or agents of KHC who are, were or are threatened to be made a defendant or respondent to any proceeding, in such amounts, on such terms and condition, and based upon such standards of conduct as the Board may deem to be in the best interest of KHC.
Article X. Fiscal Year
The fiscal year of the KHC shall be January 1 through December 31.
Article XI. Revisions of Bylaws
These Bylaws shall be reviewed annually. The membership shall be able to submit proposed changed to these bylaws annually. Changes must be received by the Board sixty (60) days prior to the annual meeting. Any modifications to these Bylaws must be approved by a simple majority vote of the membership present at the annual meeting.
Article XII. Procedure
The rules contained in Robert’s Rules of Order shall govern meetings where they are not in conflict with the Bylaws, rules of order or other rules of the Kentucky Horse Council.