ByLaws
BY-LAWS OF THE NORTH CAROLINA HORSE COUNCIL
Article 1 - Title
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;
- promote and endorse 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
Any business, person or organization which has an interest in furthering the purposes of the organization shall be eligible to become a member of this organization
Section B. Classes
- Individual - one person over the age of eighteen. An individual member is entitled to one vote.
- Life member - any individual member who pays for a lifetime membership. A life member is entitled to one vote.
- Farm - any farm or stable. A farm is entitled to one vote.
- Breed/Discipline/Trade Organization - including but not limited to farriers association(s), veterinary association (s), breed associations. An organization is entitled to one vote.
- Industry supporter - any business which serves the horse industry through its products or services. An industry supporter is entitled to one vote.
- Junior - one person under the age of eighteen. Junior members are not entitled to vote.
- Associate member - anyone who fills out an application and who certifies that he/she lives in North Carolina and owns a horse or anyone who is a member of a horse association that is a member of the NCHC may be an associate member. Associate members are not entitled to vote but may attend general meetings.
- Honorary â anyone elected by a unanimous 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 vote or hold office
Section C. Dues
- Annual dues are payable with applications for membership and thereafter on the first day of January of each succeeding year. The Board of Directors shall set such dues as it deems necessary for the proper operation of the organization
- Membership shall become effective upon receipt of the appropriate dues by the organization, and recording thereof
Section D. Resignation
Any member may resign from the organization by giving written or oral notice of such intention to the Secretary of the organization.
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 general membership meeting will be held in January of each year at a place and date designated by the Executive Committee. Special meetings may be held at the discretion of the Executive Committee or Board of Directors. Announcement of such meetings shall be by written notice at least fourteen (14) days prior to the date of the meeting.
A quorum shall be composed of the number of members present at a duly called meeting
Robert's Rules of Order for parliamentary procedure of permanent societies shall govern the order of business and conduct of the meeting. This may be altered or suspended at any meeting by a majority voice of the members present.
Section G. Voting Rights
Those members entitled to vote as per Article 3, Section B shall elect the elected members of the Board of Directors. There is 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. All membership classes shall have one vote. An organization membership with no appointive powers shall have no vote unless otherwise specified. (See Article 4, Section A, 2.c
Article 4 - Governance of the Organization
Section A. Board of Directors
- Authority, Duties and Responsibilities
- 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 direct the overall direction and activity of the organization through the election of officers and the promulgation and approval of plans and policies.
- Election of Officers
The Board of Directors shall elect the officers in accordance with Article 5, Section C.
- Appointment of Executive Committee members
The Board of Directors shall appoint four of its members to serve as members of the Executive Committee for a term of 2 years on alternate years.
- 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.
- Depository of Funds
The Board of Directors shall designate the depositories for the funds of the NCHC.
- 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.
- Audits
At least once in each year the Board of Directors shall secure the services of a competent public auditor or accountant to render a report in writing thereon, which report shall be submitted to the members of the organization at the annual meeting.
- 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.
- 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
- Elected Directors
There shall be 30 elected directors who shall serve a 2-year term. Nominations shall be in such a manner that terms shall end on alternating years for half of the Directors
- Governmental Directors
The specified representative from each of the following government and educational organizations shall serve as a Director:
North Carolina Department of Agriculture Horse Specialist
Western North Carolina Horse Complex Manager
North Carolina State Fair Horse Complex Representative
North Carolina State University Extension Horse Husbandry Commodity Coordinator
North Carolina State University Horse Teaching Program Coordinator
North Carolina State College of Veterinary Medicine Representative
Martin Community College Equine Technology Program Director
St. Andrews College Equine Program Director
North Carolina A&T University Equine Program Coordinator
North Carolina State University Extension REINS Coordinator
Senator Bob Martin Agriculture Center Manager
Eastern District REINS Representative
Central District REINS Representative
Western District REINS Representative
- 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 60 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
- Meetings
- 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.
- Notice
Notice of any regular or special meeting of the Board of Directors shall 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 or messenger. 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
- 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.
- 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. Any and all business may be transacted at a special meeting. Each call for a special meeting shall be in writing or otherwise and shall state the business to be transacted and the time and place of such meeting
- 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
- 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. The Executive Committee shall have responsibility for the day-to day operations of the organization. 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.
- Membership
The Executive Committee shall consist of the President and officers of the organization, four members of the Board of Directors appointed by the President for a two-year term and four members elected by the Board of Directors for a two-year term on alternate years..
- Meetings
- 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.
- 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 or messenger. 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.
- 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.
- Special meetings
A special meeting of the Executive Committee shall be held whenever called by the President or a majority of the Executive Committee. Any and all business may be transacted at a special meeting. Each call for a special meeting shall be in writing or otherwise and shall state the business to be transacted and the time and place of such meeting.
- 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 Presidentâs appointment.
Section C. Officers
- 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
- The Officers of this organization shall be President, Vice-President, Secretary, Treasurer, and Past President.
- 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.
- 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.li>
- Duties of the Past President
The Past President shall be a member of the Board of Directors and shall perform such duties as prescribed by the Board of Directors.
- 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.
- 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.
- 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 Boardâs 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
Education Committee
Equine Health and Welfare Committee
FacilitiesCommittee
Legislative & Regulatory Committee
Marketing and Promotion Committee
Membership and Development Committee
Trails Committee
Ways and MeansCommittee
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 general membership meeting, with the approval of the Executive Committee, the President shall name a Nominating Committee of at least three persons
Section B. Nominating Process
- 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.
- 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 to the Secretary at least forty-five (45) days prior to the next annual meeting. The Secretary shall make the list of nominees available to the general membership by mailing a copy of the proposed slate of nominees to the last recorded address of each member simultaneously with the notice of the meeting. Publication of the slate of nominees in the organization newsletter shall constitute adequate notice to the membership of said nominees.
- 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.
- Additional nominations of members in good standing may be made by members in good standing at the annual general 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 at the annual general meeting in January. Officers shall be elected from the newly constituted Board by a majority vote of the Directors at the annual general meeting in January in odd-numbered years. 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. There shall be no voting proxy. The Directors shall elect four members of the Executive Committee following the election of Officers.
Section D. Limitations on Service
All elected officials shall be individual members in good standing with a minimum age of eighteen (18) and 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
- 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.
- Executive Committee members must attend a minimum of four of the six scheduled 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 âPurposes of the Organization." Decisions to approve funding shall be based on the existing strategic plan, budget, or recommendations from the Grants committee.
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 general 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 within fourteen (14) days prior to the special or regularly called meeting of the Board of Directors. Notices appearing in the newsletter, if in the mail 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 within fourteen (14) days prior to the special or regularly called meeting of the Board of Directors. Notices appearing in the newsletter, if in the mail 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 organizationâs 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 such other employees as may be deemed necessary and to set their level of compensation. The Executive Director shall have charge of the business of the NCHC under the direction of the Executive Committee.
Section I. Office
The Board of Directors shall have the power to establish and maintain a North Carolina Horse Council office.
