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By-Laws
OF THE NORTH CAROLINA HORSE COUNCIL
Updated May 2010

This document shall constitute the by-laws of the North Carolina Horse Council, hereinafter referred to as the organization or NCHC.

Article 2 - Purposes
The purposes of this organization shall be to:
represent and promote generally all aspects of the horse industry and horse recreation throughout the State of North Carolina;
endorse and promote legislation considered favorable to the organization and its membership;
support organizations and horse programs which complement the interests of the organization and its membership;
promote equine teaching, research and extension;
inform and educate the general public;
aid in the protection and care of horses.

Article 3 - Membership
Section A. Eligibility

Subject to the provisions of these bylaws, any individual person or any business, or organization which has an interest in furthering the purposes of the organization shall be eligible to become a member of this organization.
1. Memberships are not transferable

Section B. Classes

The organization shall have eight classes of members. The designation of such classes and the qualifications and rights of the members of such classes shall be as follows:

1. Individual - one person over the age of eighteen. An individual member in good standing is entitled to one membership vote.
2. Life member - any individual member who pays for a lifetime membership. A life member in good standing is entitled to one membership vote.
3. Breed/Discipline/Trade Organization - including but not limited to farriers association(s), veterinary association(s), breed association(s), etc.. An organization member in good standing is entitled to one membership vote.
4. Industry supporter - Any business or organization which through its products, services, mission, or otherwise through its ordinary course of business, serves or is related directly or indirectly to the horse industry. An industry supporter member in good standing is entitled to one vote.
5. Junior - one individual under the age of eighteen. Junior members are not entitled to a membership vote.
6. Associate member - any individual who fills out a association membership application certifying that he/she lives in North Carolina and owns a horse, or any individual who is a member of a horse association that is otherwise a member of the NCHC may be an associate member. Associate members are not entitled to a membership vote but may attend general meetings.
7. Honorary - anyone elected by a majority vote of the Directors present at a Board of Directors meeting. Honorary members shall be exempt from payment of any dues and entitled to all privileges of individual members except the right to a membership vote or the right to hold any office including that of an executive committee member.
8. Advisory Member: This category includes any person assigned herein to serve on the NCHC Board of Directors in a non-voting advisory capacity due to their official position within an affiliated organization or institution. These members are entitled to all privileges of individual members except the right to a membership vote or the right to hold any office.

Section C. Dues & Voting Rights

1. Annual Dues: Annual membership dues are payable with applications (new and renewal) for all membership classes to which the right to a membership vote is appurtenant, and thereafter on the first day of January of each succeeding year. The Board of Directors shall set such membership dues as it deems necessary for the proper operation of the organization
2. Good Standing: "Membership in good standing" for purposes of determining whether a voting member may cast their membership vote shall be contingent upon the actual receipt by the organization of such member's respective membership dues not less than thirty days prior to any meeting at which the vote of such member is cast. If a member's applicable membership dues are not received by the organization at least thirty days prior to any membership meeting (including but not limited to any annual membership meeting), such member shall not be entitled to cast any vote therein.
3. Voting Rights & Limitations: Those members in good standing entitled to vote as per Article 3, Section B shall elect the members of the Board of Directors at the annual membership meeting as provided herein. There shall be no further entitlement to vote on any matter with which the organization is concerned unless the membership is requested to do so by the Board of Directors, for advisory purposes. The Board of Directors or the Executive Committee may submit for advisory purposes any matter or issue to the members at a meeting called in accordance with these By-Laws or by a mail referendum.

Section D. Resignation & Refund of Dues

Any member may resign from the organization by giving written or oral notice of such intention to the Secretary of the organization. No refunds of any membership dues shall be payable to any member for any reason including but not limited to any resignation of such member.

Section E. Suspension, Expulsion & Dropping from the Rolls

Any member may be suspended for a period (to be determined by the Board of Directors) or expelled for cause (such as violation of any of the By-laws or rules of the organization), or for conduct prejudicial to the best interests of the NCHC. Suspension or expulsion shall be by a two-thirds (2/3) vote of the Board of Directors, provided that a statement of charges shall have been mailed by registered mail to the member subject to the charges at his/her last recorded address at least fifteen (15) days prior to the meeting at which final action is taken thereon. This statement shall be accompanied by a notice of the time and place where the Board of Directors is to take action. The subject member shall be given an opportunity to present a defense at the time and place of the aforementioned meeting

Any member who fails to pay their dues, subscriptions or assessments within thirty (30) days from the time they become due may be dropped from the rolls upon a majority vote of the Executive Committee, and thereupon forfeits all privileges.

Section F. Membership Meetings

An annual membership meeting will be held in January of each year at a place and date designated by the Executive Committee. Special membership meetings may be held at the discretion of the Executive Committee or Board of Directors. Announcement of such meetings shall be by written notice or electronic notice including email, fax or telephone at least fourteen (14) days prior to the date of the meeting. Notice may be given by these methods using information provided on the members' application or renewal form. These forms may be updated by the member throughout the year. In addition, notice of meetings may be given by publication upon the website and/or newsletter.

A quorum shall be composed of the number of members present at a duly called meeting.

The most recently published version of Robert's Rules of Order Newly Revised, In Brief, shall govern the order of business and conduct of membership meetings. This may be altered or suspended at any membership meeting by a majority vote of the members present at such meeting.

Article 4 - Governance of the Organization
Section A. Board of Directors

1. Authority, Duties and Responsibilities
1. Role in governing of the organization.
The Board of Directors shall generally supervise the affairs of the NCHC and shall require proper records to be kept of all business transactions. The Board of Directors shall guide the overall direction and activity of the organization through the election of officers and the promulgation and approval of plans and policies.
2. Election of Officers.
The Board of Directors shall elect the officers in accordance with Article 5, Section C.

3. Appointment of Executive Committee members.
Each year the Board of Directors shall elect two of its members to serve as members of the Executive Committee for a term of 2 years
Each year the Board of Directors shall elect two advisory members to serve as members of the Executive Committee for a term of 1` years
4. Observance of Charter and By-laws.
The Board of Directors shall enforce the observance by all members of all provisions of the Charter and By-laws of the North Carolina Horse Council.
5. Depository of Funds.
The Board of Directors shall designate the depositories for the funds of the NCHC.
6. Bonds.
The Board of Directors may require the Executive Director and all other officers, agents, and employees charged by the organization with responsibility for the custody of its funds or negotiable instruments to give adequate bonds. Such bonds, unless cash security is given, shall be furnished by a responsible bonding company and approved by the Board of Directors and the cost thereof shall be paid by the NCHC.
7. Audits.
At least once in each year the Board of Directors shall secure the services of a competent public auditor or accountant to conduct a compilation, review or audit the financial books and render a report in writing thereon, which report shall be submitted to the members of the organization at the annual meeting. A full audit of the books shall be completed at least once every 3 years
8. Strategic Plans.
The Board of Directors shall consider strategic plans, and adopt, amend or reject them, as is determined to be in the best interest of the organization.
2. Membership and Categories of Directors
The Board of Directors shall include the officers of the organization and three categories of Directors. Each member of the Board is entitled to one vote with the exception of the Advisory Directors who serve ex-officio without voting power and are not subject to election.
1. Elected Directors
There shall be 30 members elected as directors who shall each serve a 2 year term. Terms of service for one half of the Directors shall end each year.
2. Advisory Directors
The specified representative from each of the following organizations shall serve as an Advisory Director:

Two members from this category will be elected each year by the Board of Directors to serve a one year term on the Executive Committee of the organization.
3. Organizational Directors
Any Breed/Discipline/Trade organization formed or existing within the state with twenty-five (25) or more active members, whose purpose is related to equines, is eligible, with the payment of the appropriate dues, to have a representative to serve on the Board of Directors, for such a term as it shall determine. Said organization shall contact the NCHC with the name of its representative prior to January 1 of each year. If the association or organization fails to appoint a representative by January 1, the Board of Directors may appoint one. In order to vote, an organization first joining the NCHC must pay its dues and name a Director at least 30 days prior to voting. For Breed/Discipline/Trade Organizations renewing their memberships, dues and any naming of a director must be accomplished by January 1 of the succeeding year
3. Meetings
1. Number and location
Meetings of the Board of Directors shall be held at least three times a year at such time and place as the board may determine.
2. Notice
Notice of any regular or special meeting of the Board of Directors may be mailed to each member of the Board at least ten days prior to the time of such meeting. Directors may also be notified by telephone, email, fax or messenger. In addition, notice of meetings may be given by publication upon the website and/or newsletter. Anything in these By-Laws or in a resolution adopted by the Board of Directors to the contrary not-with-standing, proper notice of any meeting of the Board of Directors shall be deemed to have been given to any Director if such notice shall be waived by him/her in writing before or after the meeting. A Director who attends a meeting shall be deemed to have had timely and proper notice thereof, unless he/she attends for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.
3. Quorum
The number of Directors present at a meeting (in accordance with proper notification) shall constitute a quorum at any meeting of the Board, provided any two officers, are present. Unless otherwise stated, a majority vote of the Board of Directors shall mean a majority of those present at a duly called meeting.
4. Attendance
Any one or more directors may participate in a meeting of the Board of Directors by means of a conference telephone or similar communications device that allows all persons participating in the meeting to hear each other. Participation by these means shall e deemed presence in person at the meeting.
5. Special Meetings
A special meeting of the Board of Directors shall be held whenever called by the President or by a majority of the Directors.. Each call for a special meeting shall be in writing and shall state the business to be transacted and the time and place of such meeting and no other business shall be transacted without providing prior notice thereof.
4. Vacancies
Whenever a vacancy occurs on the Board of Directors, other than from the expiration of a term of office, the remaining Directors shall appoint someone to fill the vacancy until the next annual meeting of the members. For Directors appointed by organizations, those organizations shall appoint someone to fill their vacancies.

Section B. Executive Committee

1. Authority, Duties, Responsibilities and Role in Governance of the Organization
The Executive Committee shall conduct the affairs of the NCHC and shall make all rules and regulations not inconsistent with law or with these By-laws for the management of the business and guidance of the members, officers, employees and agents of the organization. The Executive Committee shall carry out activities consistent with the purposes and goals of the organization in accordance with the plans and policies of the Board of Directors. Actions of the Executive Committee shall not require the prior approval or ratification of the Board of Directors, except the purchase of real property or the execution of promissory notes or other documents for the purpose of borrowing money.
2. Membership
The Executive Committee shall consist of the President and Officers of the organization, two members of the Board of Directors appointed each year by the President for a two year term each, and two members of the Board of Directors elected each year by the Board of Directors for a two year term each. It will also include two ex-officio members from the Advisory category who are elected by the Board of Directors for a one year term.
3. Meetings
1. Number and location
Meetings of the Executive Committee shall be held at least six times a year at such time and place as the Committee may determine.
2. Notice
Notice of a regular or special meeting of the Executive Committee shall be mailed to each committee member at least ten days prior to the time of such meeting. Committee members may also be notified by telephone, email, fax or messenger. In addition, notice of meetings may be given by publication upon the website and/or newsletter. Anything in these By-Laws or in a resolution adopted by the Board of Directors to the contrary not-with-standing, proper notice of any meeting of the Executive Committee shall be deemed to have been given to any member if such notice shall be waived by him/her in writing before or after the meeting. A member who attends a meeting shall be deemed to have had timely and proper notice thereof, unless he/she attends for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.
3. Quorum
A majority of all members serving on the Executive Committee shall constitute a quorum at any meeting of the Executive Committee. Unless otherwise stated, a majority vote of the Executive Committee shall mean a majority of those present at a duly called meeting.
4. Attendance
Any one or more executive directors may participate in a meeting of the Executive Committee by means of a conference telephone or similar communications device that allows all persons participating in the meeting to hear each other. Participation by these means shall be deemed presence in person at the meeting.

5. Special meetings
A special meeting of the Executive Committee shall be held whenever called by the President or a majority of the Executive Committee.. Each call for a special meeting shall be in writing and shall state the business to be transacted and the time and place of such meeting and no other business shall be transacted without providing prior notice thereof.
4. Vacancies
Any vacancy on the Executive Committee, other than through the expiration of a term, shall be filled by the majority vote of the Board of Directors if the vacancy is in one of the seats filled by a Board appointment, or by the President if that vacancy is one of the seats filled by the President's appointment.

Section C. Officers

1. Role in Governance of the Organization
In addition to the duties set out below, each officer shall serve as a member of the Executive Committee
2. The Officers of this organization shall be President, Vice-President, Secretary, Treasurer, and Past President.
1. Duties of the President
The President shall call and preside at all regular and special meetings of the membership, Board of Directors and Executive Committee. The President, shall perform all acts and duties usually performed by the executive and presiding officer and shall sign all papers of the Board of Directors, providing however, that the Executive Committee may authorize any person to sign any or all checks, contracts or other instruments in writing on behalf of the organization. The President shall perform such other duties as shall be prescribed by the Board of Directors and shall serve ex-officio on all committees except the Nominating Committee.
2. Duties of the Vice President shall be to assist the President in his or her duties and provide leadership in the President's absence. He or she will perform other duties as determined by the President.
3. Duties of the Past President
The Past President shall perform such duties as prescribed by the Board of Directors.
4. Duties of the Secretary
The Secretary shall be responsible for keeping a record of all meetings of the Board of Directors and of the Executive Committee and shall have general charge and supervision of the records for the organization. The Secretary shall also prepare an agenda at the direction of the President for Board of Director meetings and for Executive Committee meetings. Upon the election of a successor, the Secretary shall turn over all records and other property belonging to the organization that the Secretary may have in his/her possession. Copies of all minutes shall be filed in the organization office for permanent record.
5. Duties of the Treasurer
The Treasurer shall oversee the collection of dues from the membership, keep all accounts of the organization, and present the financial reports at each meeting. The Treasurer shall also present a fiscal report at the annual meeting and shall perform any other duties designated by the President or the Executive Committee. Upon the election of a successor, the Treasurer shall turn over all books and possessions of the organization.
3. Vacancy
Any vacancy in an office shall be filled by a member of the Board of Directors upon a majority vote of the Board. The Executive Committee shall make a recommendation as to one or more persons for the Board's consideration

Section D. Standing Committees

At the first meeting of the Executive Committee after their election and/or appointment, or as soon thereafter as is practicable, the President shall appoint the following committees, to consist of as many members as he or she deems advisable, and who shall hold office until the appointment of their successors

Section E. Ad hoc Committees

The President may, at any time, appoint other committees on any subject furthering the purposes of the organization for which there is no standing committee extant

Article 5 - Election and Service of Officers and Directors
Section A. Nominating Committee

At least 90 days prior to each annual membership meeting, with the approval of the Executive Committee, the President shall name a Nominating Committee of at least three persons from the Board of Directors.

Section B. Nominating Process

1. The nominating committee shall prepare a slate of eligible nominees who have agreed to serve if elected, for all open positions for Directors, Officers, and Executive Committee members to be elected by the Board of Directors. Persons nominated must be a current NCHC member or shall become a member 30 days prior to the annual meeting.
2. Each member of the Nominating Committee shall sign the list of nominees and submit such a list to the President, who shall convey the list in writing or email or fax to the Secretary at least forty-five (45) days prior to the next annual membership meeting. The Secretary shall make the list of nominees available to the general membership by mailing, emailing or faxing a copy of the proposed slate of nominees to the last recorded address/email or fax of each member simultaneously with the notice of the meeting. Publication of the slate of nominees in the organization newsletter and/or posted on the website so long as it is available for viewing at least 14 days prior to the annual election shall constitute adequate notice to the membership of said nominees.
3. Any changes proposed by the Nominating Committee to the list prior to the time such list is presented to the membership shall be made in writing and shall be signed by each member of the Nominating Committee.
4. Additional nominations of members in good standing may be made by members in good standing at the annual meeting of the membership provided that the member being nominated has agreed to serve if elected, in writing if not in attendance

Section C. Election Process

Elected Directors shall be elected by a majority vote of the members present and in good standing at the annual membership meeting. Officers shall be elected from the newly constituted Board by a majority vote of the Directors at the annual membership meeting in odd-numbered years only. Voting shall be by secret ballot unless the slate is unopposed. For purposes of the election of Officers, a majority shall be defined as those persons receiving the most votes of all votes cast for that particular position. For other elections which are not for a specific position, the winner(s) of the election shall be those nominees receiving the most votes, up to the number of open positions. The Directors shall elect two members of the Board to serve on of the Executive Committee following each annual election of Directors.
There shall be no voting by proxy.

Section D. Limitations on Service

All elected officials shall be individual members in good standing with a minimum age of eighteen (18) and shall be a resident of North Carolina. Officers can serve no more than two (2) full consecutive two-year terms in a particular position.

Section E. Removal from Office

1. Any Officer or Director may be removed by a resolution declaring such removal to be in the best interest of the organization and adopted at any regular or special meeting of the Board of Directors by majority approval of the Directors then in office.
2. Executive Committee members must attend a minimum of four of the six scheduled NCHC board meetings in order to remain on the Executive Committee. If an Executive Committee member misses a fourth meeting in one calendar year, said member will automatically be removed from the Executive Committee.

Section F. Indemnity by the Organization

Subject to any restrictions imposed by the charter of the organization or applicable law, the organization may by action of the Board of Directors indemnify any director or former director against expenses actually and necessarily incurred by him or her in connection with the defense of any action, suit or proceeding in which he or she was made party by reason of having been such a director, except in relation to matters as to which he or she shall be judged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty. The organization may by action of the Board of Directors provide at the expense of the organization insurance protection with respect to such indemnification and other additional protections to the organization and its Board of Directors as shall be permitted by applicable law and governmental regulations, including federal income tax laws and regulations relating to the tax exempt status of the organization and to the conduct of the affairs of the organization.

Article 6. Financial Accountability
Funds may be expended with proper authorization by the Board of Directors or the Executive Committee which are determined to be within the scope of the "Purposes of the Organization." Decisions to approve funding shall be based on the existing strategic plan and budget

Article 7. Amendments to Charter
The charter of the North Carolina Horse Council may be amended by a two-thirds (2/3) majority vote of those active members present at any annual membership meeting or special meeting. No amendments shall be voted upon, however, unless the same shall be filed in writing with the Secretary at least thirty (30) days prior to the special or regularly called meeting of the Board of Directors. The Secretary shall provide notice of such proposed amendments to the membership by mail, email or fax within fourteen (14) days prior to the special or regularly called meeting of the Board of Directors. Notices appearing in the newsletter and/or posted on the website, if in the mail or posted fourteen (14) days preceding the date of the meeting, shall be regarded as due and sufficient notice.

Article 8. Amendments to the By-Laws
These By-Laws may be amended by a two-thirds (2/3) vote of those Board of Directors present at any regular or special meeting. The Secretary shall provide notice of such proposed amendments to the membership by mail or email or fax within fourteen (14) days prior to the special or regularly called meeting of the Board of Directors. Notices appearing in the newsletter and/or posted on the website, if in the mail or posted fourteen (14 days preceding the date of the meeting, shall be regarded as due and sufficient notice.

Article 9. Miscellaneous Provisions
Section A. Printing of the By-laws

After adoption, these By-Laws and the Articles of Incorporation may be printed in pamphlet form and a copy thereof may be delivered to each member and to each person who may later become a member of the organization as shown in the books of record.

Section B. Seal of the Organization

The seal of this organization shall contain these words and figures: NORTH CAROLINA HORSE COUNCIL, 1972, in circular form.

Section C. Fiscal Year

The fiscal year of the NCHC shall commence on the first day of January and end on the last day of December of each year.

Section D. Newsletter

The organization shall publish a newsletter which shall include notices of meetings of the organization's membership, Board of Directors and Executive Committee.

Section E. Property and Debts

Any and all property acquired by or on behalf of the organization shall remain the property of the Council and no member shall have any right thereto. Upon dissolution of the organization all property or assets after payment of debts or obligations of the Council shall be donated, transferred, delivered or conveyed by a majority vote of the Board of Directors to one or more organizations engaged in similar activities that have qualified under chapter 55A of the General Statutes of North Carolina or corresponding provisions of the Internal Revenue Code. No individual or member shall be responsible for, or individually liable for, any debts or obligations of the Council.

Section F. Strategic Plan

From time to time the President shall direct the preparation of a Strategic Plan for the organization for consideration by the Board of Directors.

Section G. Non-profit Status

The organization shall have and issue no capital stock and shall be operated without profit.

Section H. Employment of Executive Director

The Executive Committee with the approval of the Board of Directors shall have the power to employ or to authorize the employment of an Executive Director and to set his/her level of compensation. The Executive Director shall have charge of the business of the NCHC under the direction of the Executive Committee. The Executive Director shall perform such other duties as shall be prescribed by the Board of Directors and shall serve ex-officio on all committees except the Nominating Committee.

Section I. Office

The Board of Directors shall have the power to establish and maintain a North Carolina Horse Council office.