BY-LAWS OF THE FLORIDA MORGAN HORSE ASSOCIATION
Approved and adopted at the Annual Membership Meeting on 1/16/21
BYLAWS OF THE FLORIDA MORGAN HORSE ASSOCIATION
Article I Name
The name of the corporation is Florida Morgan Horse Association, Inc. (the “Association”).
Article II Object
The object of the Association is to encourage and promote interest in, and the breeding and use of, Morgan horses in the State of Florida as versatile horses, in cooperation with the American Morgan Horse Association, a New York Corporation.
Article III Membership
3.1. Any person interested in furthering the object of the Association may become a member of the Association by making application to the Association and payment of the annual membership dues.
3.2 The categories of membership shall include:
• Individual: Individual person regardless of age.
• Family: Immediate family, including children up to 18 years of age living at the same address.
• Farm or Business Partnership: To include membership privileges for two adults associated with the same farm, boarding or training facility. (NOTE: This category will pay the same dues as a family membership.)
3.3 The dues structure shall be established upon recommendation of the Board of Directors, and approval by the majority of the voting members at [a meeting of the Association/the Annual Meeting]. Proposals to modify dues structure shall require at least thirty (30) days’ notice to the membership, either through publication in the Newsletter or by email.
3.4 Membership dues shall be due and payable January 1st of each year.
• Failure to pay membership dues by February 15 shall result in the automatic suspension of that membership.
• Membership may be reinstated upon payment of all dues in arrears.
3.5 Conduct which the Board of Directors deems incompatible with the best interests of the Association shall constitute grounds for termination of membership by recommendation of the Board of Directors and a two- thirds (2/3) vote of the membership present at a meeting.
• Decisions to terminate membership may be appealed to the Board of Directors. Reinstatement requires recommendation of the Board and an affirmative vote by two- thirds (2/3) of the voting membership present at a meeting.
Article IV Board of Directors and Officers
4.1 The Board of Directors shall consist of no more than fourteen (14) members, and shall be constituted as follows:
(1) There shall be nine (9) elected Directors who shall serve staggered terms of two (2) years each. One half of the Directors shall be elected by vote at the Annual Meeting each year.
(2) In addition, the immediate Past President shall automatically become a member of the Board of Directors for the ensuing two (2) years upon completion of his/her term of office.
(3) The remainder of the Board shall be composed of the President, Vice President, Secretary and Treasurer. These officers shall also be the Executive Committee of the Board
4.2 Vacancies on the Board of Directors shall be filled by the remaining members of the Board of Directors. Any replacement Director shall serve the remainder of the unexpired term being filled.
4.3 The Board of Directors shall meet quarterly, either in person or via video conference call. All actions taken by a meeting held by video conference call shall have the same force and effect as actions taken in person. Special meetings of the Board of Directors may be called by the President. A quorum of at least 50% of the Board is required for any meeting of the Board, and unless otherwise stated herein all actions of the Board of Directors subject to vote shall require a majority of those present. Each member of the Board of Directors shall be eligible to vote on all matters before the Board. Any meeting of the Directors shall require seven (7) days written notice, including by email. However, attendance at a meeting by a Director waives any objection to the sufficiency of the notice.
4.4 Directors may be removed by the Board following the third missed meeting during a Director’s term.
4.5 At each annual meeting of the membership (each, an “Annual Meeting”) held in even-numbered years, there shall be elected officers of the Association, to hold office for two (2) years.
4.6 The President and Vice President shall hold office for a maximum of two (2) consecutive terms.
4.7 Duties of the Officers include:
4.7.1 President: The President shall preside at all meetings, sign all documents, and call any special meetings of the Association and of the Board of Directors. The President shall be the general executive officer of the Association and shall see that the policies and programs of the Association are carried out. The President is an ex-officio member of all committees other than the Nominating Committee.
4.7.2 Vice President: The Vice President shall assume the duties and responsibilities of the President should the President be unable to do so, and shall perform other duties as requested by the President.
4.7.3 Secretary: The Secretary shall keep the minutes of all meetings, ensure the publication of all notices to members and carry on all correspondence for the Association.
4.7.4 Treasurer. The Treasurer shall collect monies, arrange for payment of bills and keep accurate records of the Association’s financial affairs.
4.8 All Officers and Directors must be members age 18 or older.
Article V Committees
5.1 Nominating Committee: The Nominating Committee shall be a Standing Committee consisting of three (3) members of the Association in good standing The Nominating Committee shall nominate both Directors and Officers, as described below. Each individual nominated must be a member in good standing of the Association. The Nominating Committee shall automatically disband following the election of Officers and/or Directors at an Annual Meeting.
5.2 Executive Committee: The Executive Committee of the Board of Directors shall be a standing committee consisting of the President, Vice President, Secretary and Treasurer. Meetings of the Executive Committee may be called by the President, the Board of Directors, or any member of the Executive Committee
5.3 Special Committees shall be created from time to time by the Board of Directors. Special Committees shall terminate after one year from their date of appointment unless shortened or extended by the Board.
Article VI Elections
6.1 The Notice of the Annual Meeting shall include the report of the Nominating Committee, including, as relevant, nominations of Officers and Directors. The Notice shall be sent to the membership at least thirty (30) days prior to the Annual Meeting, either through publication in the Newsletter or by email.
6.1.2 Prior to voting at the Annual Meeting, nominations from the floor will be accepted. Any persons nominated, whether by the Nominating Committee or from the floor of the Annual Meeting, must be a member in good standing of the Association.
6.2 Elections shall be by secret ballot. The ballot shall be counted by an ad hoc committee, appointed by the President. Election of any Officer requires a majority of the votes cast. In case of a tie, a second ballot shall be cast, eliminating the candidate(s) who did not tie. If a second tie results, the selection shall be made by a lot draw. Open Director positions shall be filled by the candidates receiving the greatest number of votes, in descending order, until all open positions are filled. In the event of a tie the procedure described above in this Section 6.2, shall be utilized.
6.3 A voting member is an individual, family, or farm/business member age 18 or over, in good standing. Each member shall have no more than one (1) vote.
Article VII Meetings of the Association
7.1 The Association shall meet at least two (2) times a year. The Annual Meeting shall be called during the month of January at such place (within the State of Florida) and time as the Board of Directors shall determine, or as soon thereafter as reasonably convenient.
7.2 At all meetings of the membership, a quorum shall be deemed present when at least fifteen percent (15%) of the voting members are present.
Article VIII Amendment of By-Laws
8.1. These By-Laws may be amended by a majority vote of the members present at a meeting of the membership. Before being presented for a vote, the membership must be provided with at least thirty (30) days’ notice of any proposed amendment, either through publication in the FMHA Newsletter or by email.
Article IX Dissolution
9.1. In the event of dissolution of the Florida Morgan Horse Association, Inc., for any reason, all existing assets of any kind shall go to the American Morgan Horse Educational/Charitable Trust, a New York corporation.