Updated Jan. 23, 2019
Article 1: Offices
- Principal Office. The principal office of the Association shall be located at any place either within or outside the Commonwealth of Kentucky as designated in the Association’s most current Annual Report filed with the Kentucky Secretary of State. The Association may have such other offices, either within or without the Commonwealth of Kentucky, as the Board of Directors of the Association (“Board”) may deem advisable from time to time.
- Registered Office. The Association shall maintain a registered office in the Commonwealth of Kentucky as required by Kentucky law. The address of the registered office may be changed from time to time by the Board.
Article 2: No Capital Shares
- 2.1 No Capital Shares. The Association shall have no capital shares or shareholders, and its business and affairs shall not be conducted for private pecuniary gain or profit, nor shall any of the Association’s gain, profit or property inure to the incorporators thereof, nor officer or director thereof, except as otherwise provided in Section 3 of Article II of the Association’s Articles of Incorporation (“Articles”) with respect to compensation for services rendered, but the Association’s entire gain, profit, net earnings and property shall be devoted exclusively to the charitable and other uses and purposes set out in Article II of the Articles.
Article 3: Purpose
- 3.1 Purpose.The Association is organized to accomplish said purposes, the Association recognizes all the rules, regulations and statutes of the studbook, established by “Het Friesch Paarden Stamboek: (K.F.P.S.), the Friesian horse studbook authority in The Netherlands. The Association shall be the designated registrar in North America and shall provide registration of all eligible Friesian horses which have a traceable record documenting correct parentage. Registration documents attest only to pedigree and do not constitute proof of ownership and are the exclusive property of the Association. In carrying out its corporate purposes, the Association shall have all of the powers allowed corporations by Chapter 273 of the Kentucky Revised Statutes, including, but not limited to, receiving gifts, bequests and contributions in any form, and using, applying, investing and reinvesting the principal and income therefrom or distributing the same for the above purposes.
- 3.2 Excluded Activities. The Association’s primary activity is to pursue its exempt purposes, and the Association cannot engage in business activity of a kind that is ordinarily carried on for profit.
Article 4: Policies
- 4.1 Noncommercial and Nonpartisan. The Association shall be noncommercial and nonpartisan.
- 4.2 Powers. The Association shall have and exercise all powers necessary or convenient to effect its purposes and in particular all powers, if any, as are set forth in the Articles and in KRS 273.171 as now stated and as hereafter amended.
- 4.3 No Contrary Purpose. The Association, its name, or the name of any of its directors, officers, or members, in their corporate capacities, shall not be associated with any commercial or partisan interest or concern or any purpose contrary to the objectives or purposes of the Association.
- 4.4 Cooperation with Third Parties. The Association may cooperate with other organizations and/or agents or individuals concerned with the promotion of the purposes and objectives of the Association, but no individual shall legally bind the Association without proper authorization of the Board.
Article 5: Members
- 5.1 Members. Any person who subscribes to the purposes, objectives and policies of the Association and meets the requirements set forth in these Bylaws may become a member of the Association. Eligibility for membership shall be determined at the time of the initial application and subsequently when the membership is renewed. All members agree to abide by the rules and regulations of the Association and these Bylaws or by rules and regulations and Bylaws as may hereafter be determined by amendment or by resolution of the Board.
- 5.2 Classes of Membership Association shall have the following classes of membership:
- Full. Any person who is an owner of a least one registered Friesian horse and who is a legal resident of a North American country can become a Full Member of the Association. A Full Member in good standing is eligible for election to the Board of the Association.
- Sport/Pleasure. Any person who is an owner of a least one registered Friesian horse and who is a legal resident of a North American country can become a Sport/Pleasure Member of the Association. A Sport/Pleasure Member in good standing is eligible for election to the Board of the Association.
- Business, Breeders & Sellers. Two or more members of a family who are legal residents of a North American country, or a legally recognized business entity organized in a North American country may become a Business, Breeders & Sellers members of the Association provided at least one registered Friesian horse is owned by the family or business entity. For the purposes of this category, the term “family” is defined as a husband and/or wife and all children under the age of eighteen (18) years. One member of the group who is at least eighteen (18) years of age, in good standing, is eligible for election to the Board.
- Associate. Any person who is not a legal resident of a North American country or who is a legal resident of a North American country but does not own a registered Friesian horse can become an Associate Member of the Association. An Associate Member is not eligible for election to the Board.
- Honorary. Any person who has made a significant personal contribution to the Association or to the goals or principles of the Association may be nominated by an Association member, in good standing, to become an Honorary Member of the Association. Individuals so nominated must be seconded by another Association member, in good standing, and elected by unanimous vote of the Board. An Honorary Member shall not be assessed an annual membership fee. An Honorary Member is not eligible for election to the Board.
- 5.3 Voting Membership Association shall have the following classes of voting membership:
- Board Voting Members Board Voting Members of the Association are those Sport/Pleasure, Full. Business and Breeders & Sellers Members from time to time qualified to vote as members of the Board of Directors.
- General Voting Members. General Voting Members of the Association are those Sport/Pleasure, Full, Business and Breeders & Sellers Members in good standing.
- Balloting. Whenever elections are required by these Bylaws, unless otherwise provided herein, the election process shall follow the procedures set forth by the Board of Directors.
- 5.4 Membership Fee The Association shall require that annual membership fees be paid by its members in accordance with the members’ status as defined by Section 5.2 and in accordance with those fees set by the Board and published in the rules and regulations of the Association. If any member shall default in a payment of dues for a period of sixty (60) days, the member shall not be considered in good standing and shall not have any privileges of membership. Membership privileges shall be reinstated and the member shall be in good standing upon receipt of the membership fee and any past due assessments.
- 5.5 Participation. Only members in good standing shall be permitted to participate and vote in the meetings of the Association or to serve in any capacity.
- 5.6 Suspension or Termination of Membership. Suspension or termination of membership, other than for failure to pay membership dues pursuant to 5.4, shall only occur after a member’s due process rights have been protected and only upon a majority vote of the Board.
- The Board may suspend or terminate a member’s’ privileges for the following reasons: violation(s) of the Associations Bylaws and or rules and regulations; if a member deals unfairly with the Association or its members; or is guilty of misconduct or behavior injurious to the Association; or upon receipt of notice and verification that disciplinary action has been taken by an administrative agency, arbitration or other tribunal body, humane society or court of law, whether civil, criminal, arbitral or administrative and such action or judgment is final.
- Any Board member may petition the Board to suspend or terminate a member. Additionally, any five (5) members who are eligible to vote under their membership status and who are in good standing may petition the Board to suspend or terminate a member.
- No disciplinary action may be taken without first giving the accused member proper notice of the alleged wrongdoings; such notice shall be in writing and shall identify the bylaw, rule or regulation allegedly violated; shall contain a concise statement of the facts surrounding the alleged violation(s); advise the member of the time and place in which the allegations are to be heard; advise the member that he has a right to be assisted by legal counsel, if desired; the right to call witnesses and present oral and written evidence and argument; the right to confront adverse witnesses, and the right to have a record made of the proceeding, if desired.
- The member so charged must be given written notice at least thirty (30) days prior to the meeting of the Board. In the event the member is unable to be present at the meeting, he may, within ten (10) days of receipt of the written notice, petition the Board to continue the matter, but such continuance may not exceed sixty (60) days from the initial written notice. In the event the member does not timely petition the Board for a continuance, then the Board shall proceed with the hearing on the original date set and the member shall have waived any right to object to said hearing date.
- The decision of the Board may be rendered orally, shall be final and may be made effective immediately, but shall be reduced to writing at the earliest possible time, shall include findings of fact and conclusions, and shall be promptly provided to the member. Upon receipt of the written decision, the member may within thirty (30) days of said receipt, appeal the decision by petitioning the Board, in writing, to reconsider. The Board shall render that decision within thirty (30) days of receipt of the appeal. Sanctions rendered by the Board shall be held in abeyance pending the appeal.
- All written documents required under this section of the bylaws shall be forwarded by mail, hand-delivery, email or fax to the Association’s principal place of business.
- Suspension or termination of membership, whether voluntary or involuntary, does not release a member from the liability for any outstanding fees or assessments.
- 5.7 Resignation. Members, in good standing, wishing to resign from the Association shall give written notice to that effect to the Association at its principal place of business. The Association shall accept the resignation upon receipt of any outstanding fees and assessments.
- 5.8 Voting Rights Those Members entitled to vote shall only have the right to elect directors and vote on any other matters determined by the Board.
Article 6: Directors
- 6.1 General Powers. All corporate power shall be exercised by or under the authority of the Board, and the business and affairs of the Association shall be managed under the direction of the Board, subject to any limitations set forth in the Articles. Without limiting the generality of the foregoing, the Board shall exercise the following powers:
- Promulgate, maintain and enforce the rules and regulations which govern the routine affairs of the Association;
- Set, alter or amend fees, dues and assessments at any time it is warranted;
- Establish appropriate office facilities in order to conduct the Association’s business and to engage, remunerated and discharge staff as necessary for the efficient and effective operation of the affairs of the Association;
- Designate the bank of the Association and determine from time to time who shall have signing authority for transaction involving bank accounts of the Association;
- Institute, conduct, defend, compound or abandon any legal proceedings by or against the Association, Board or staff concerning the affairs of the Association and also to compound and allow time for payment or settlement of any debts due and of any claims or demands by or against the Association.
- Delegate any of the Board’s power to committees, provided such committees are established and function as prescribed in Article 9 of these Bylaws.
- 6.2 Number of Directors. The Board shall consist of at least five (5) but not more than seven (7) directors. The Directors need not be residents of the Commonwealth of Kentucky
- 6.3 Term of Directors. The term of office of the Directors shall be as follows:
- Directors shall hold office for three (3) years except as hereinafter provided;
- At the first Board meeting following the election of Directors, the Directors who were elected three (3) years previously shall retire from office, including any Director who was appointed to office to complete an unexpired term of a Director who had vacated his office, provided that the Director who vacated his office had been elected to office three (3) years previously.
- A retiring Director shall retain office until the dissolution of the first Board meeting following the election of his successor.
- In the event a vacancy occurs on the Board, including a vacancy resulting from an increase in the number of directors, such vacancy may be filled by the affirmative vote of the majority of the remaining directors though less than a quorum of the Board. A director elected to fill a vacancy shall be elected for the unexpired term of such director’s predecessor in office. Only those members who are eligible to hold office and who are in good standing may be elected to such office.
- Subject to the right to vary the number of Directors, the Association shall fill the vacated offices annually by electing a like number of persons to be Directors.
- At a meeting of the Board called expressly for that purpose, any Director may be removed for cause by a two-thirds (2/3) vote of all the Directors. Notwithstanding the above sentence, any Director who fails to attend three (3) consecutive Board meetings, without a satisfactory excuse to the other Board members, may be removed from office. Notice of said meeting shall comply with the notice requirements for special meetings set for below. Unless the Director is also to be suspended or terminated as a member of the Association, the requirements of 5.6 are not mandated for removal of a Director for cause. Any member of the Board may resign from the Board at any time by giving written notice to the Board. A resignation shall be effective when the notice is delivered unless the notice specifies a later effective date.
- A member may serve as a director for no more than 9 consecutive years (3 regular terms of 3 years). After serving for 9 consecutive years, a member may run again after remaining out of office for one and a half years.
- A Director may be brought for removal from the Board by the membership for conduct unbecoming of a Director including, but not limited to, failure to follow FHANA bylaws or conflict of interest, provided the removal petition is submitted to the Executive Director. The petition must name the Director for removal, state the reasons for removal, name the petitioner, and include twenty-five percent of the eligible general voting members signed with names and membership numbers. The Executive Director has five business days to validate the petition and respond to the petitioner. If the petition is valid and meets the requirements of removal, the Board shall call a special board meeting in accordance with 6.3.6 within seven days after responding to the petitioner. If the petition is deemed invalid, the Executive Director will respond to the petitioner with the reasons the petition does not meet the requirements.
- 6.4 Election of Directors.The election of the Board of Directors shall be conducted as follows:
- On or before January 1st of each year, the Association shall mail to each general voting member a notice that the Association will receive nomination for the office of Director. The notice shall provide a period of no less than thirty (30) days in which to return the nominations.
- Any two (2) general voting members, in good standing, may nominate any other member who is eligible to hold office and in good standing with the Association, other than a body corporate, for election as a Director by a written letter addressed to the Secretary at the principal office of the Association, provided that the member so nominated has endorsed his consent to such nomination in writing.
- All such nominations must be received by the Secretary at the office of the Association on or before the date specified for the receiving of nominations and any nomination received after such date shall be invalid.
- To avoid conflicts of interest, nominees for the Board of Directors shall not be board officers for any non-FHANA horse related association for a period of one (1) year prior to receiving a nomination to the Board and shall not serve as a board officer for any other FHANA or non-FHANA horse related association while serving on the Board, if elected.
- Shall cause one (1) email ballot form to be sent to the email address on file with the FHANA secretary with voting instructions to be emailed to all FHANA members. The ballot form includes a link to a secure site with the voter’s personal registration code embedded. Once a ballot has been cast using this code, it will not work again, and will become official. For those members who still require a paper ballot, this will still be accommodated and those votes will be tallied electronically. The voting instruction will provide at least thirty (30) days to return the paper ballot, or to cast the ballot electronically
- A parent, child, sibling, spouse, or domestic partner of an existing officer on the Board shall not hold an office on the Board at the same time.
- General voting members shall vote for the election of Director by completing the ballot or electronic ballot in accordance with the voting instructions and return the ballot to the address set forth in the voting instructions or submit electronically. Ballots postmarked or certified received after the deadline specified in the voting instructions shall be invalid.
- The President, or Vice-President, if the President is unavailable to do so, shall appoint two (2) members who are not members of the Board to act as a jury for the counting of the ballots. If two members are not available for appointment as a jury, a disinterest non-member(s) may be appointed.
- Within fifteen (15) days of the deadline for ballot postmarks, or electronic submissions, the Secretary of the Association or his designee shall count all ballots duly received in the presence of the jury so appointed. The results of the election shall be certified by the Secretary, or his designee, if appointed and the jury.
- Should a tie vote occur, the two candidates shall be consulted by the Board to determine if one is willing to cede the position to the other. If neither candidate is willing to cede to the other, the Board shall then vote to break the tie. The candidate receiving the majority of the votes cast by the Board will thereby be chosen as the Director.
- The results of the election shall be announced to the general membership at the next scheduled mailing to the membership following the certification of the election.
- Ballots shall be retained for ninety (90) days following the announcement of the election results to the membership
- 6.5 Annual and General Meetings. The Board of Directors shall meet a minimum of eight (8) times per year, including one time in person. Meeting via teleconference is permissible for all meetings except that meeting designated as the Annual meeting. The Annual meeting of the Board shall be held in the winter at such time and place as the President may direct upon at least thirty (30) days prior notice in writing, given personally, by mail, e-mail, or fax, to all of the Directors of the Association for the purpose of electing officers and the transaction of such other business as may properly come before the meeting. The Board may also hold a Fall general meeting but may provide by resolution the time and place, either within or without the Commonwealth of Kentucky, for the holding of this and other general meetings without other notice than such resolution.
- 6.6 Special Meetings. Special meetings of the Board may be called by, or at the request of, the President or any three (3) directors of the Association.
- 6.7 Notice of Meeting. Notice of the date, time and place of any special meeting shall be given at least three (3) days prior thereto by written notice mailed, e-mailed, faxed or delivered personally to each director at the director’s business address. 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 prepaid. If notice be given by fax, such notice shall be deemed to be delivered when receipt of the fax is confirmed by return fax or other writing by the intended recipient. Unless otherwise provided in these Bylaws or by Kentucky law, the notice shall not be required to describe the purpose of the special meeting.
- 6.8 Waiver of Notice. A director may waive any notice required by the Articles, these Bylaws or Kentucky law before or after the date and time stated in the notice. The waiver shall be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records. A director’s attendance at or participation in a meeting shall constitute a waiver of notice of such meeting, unless the director at the beginning of the meeting, or promptly upon the director’s arrival, objects to the holding of the meeting or transacting business at the meeting because the meeting is not lawfully called or convened.
- 6.9 Quorum and Voting. Unless the Articles require a greater or lesser number, a majority of the number of directors fixed by these Bylaws shall constitute a quorum of the Board; provided, however, that 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.
- 6.10 Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board, unless otherwise required by the Articles or these Bylaws.
- 6.11 Action by Written Consent. Any action required or permitted to be taken by the Board at a meeting may be taken without a meeting if consent in writing, setting forth the action so taken, shall be signed by all of the directors.
- 6.12 Proxies.At all meetings of the Board, proxies are not permitted.
- 6.13 Member Attendance. Members in good standing may attend the Annual meeting and the Fall general meeting, if one is held, as observers. The Board may adjourn, excuse observers, and otherwise regulate their meetings and proceedings as they deem appropriate; questions arising in any meeting shall be decided by a majority of the Board. Association staff and Association members, in good standing, representing certain issues may be invited by the Board to enter into discussion or present during the meetings but are not entitled to do so, without permission, and are not entitled to vote.
Article 7: Indemnity and Insurance
- 7.1 Indemnity.The Association hereby acknowledges that each and every director of the Association shall be deemed to have assumed office on the express understanding agreement, and representation that every director of the Association and his heirs, executors and administrators, shall from time to time and at all times be indemnified and held harmless out of the funds of the Association from and against all costs, charges and expenses whatsoever which such director sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against him for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him in or about the execution of the duties of his office, and also from and against all other costs, charges and expenses which he sustains or incurs in or about, or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his own willful neglect or default, dereliction of duty or conflict of interest.
- 7.2 Insurance.The Association shall purchase and maintain insurance on behalf of the Directors and Officers of the Association against liability asserted against him or omissions in furtherance of his duties as a Director or Officer of the Association.
Article 8: General Standards of Conduct
- 8.1 Discharge of Duties.The primary fiduciary responsibility of each Director is to the Association. In addition, each Director and Officer shall discharge his duties in a manner the individual believes to be in the best interest of the Association, in good faith, and in a manner the individual believes to be in the best interest of the members he represents. Failure to comply with these standards may result in removal from the office by a two-thirds (2/3) vote of all the Directors.
- 8.2 Liability to the Association and its members. A Director or Officer shall not be liable to the Association or its members for any action taken or omitted to be taken as a Director or Officer, as the case may be, if, in connection with such action or omission, the Director or Officer performed the duties of the position in compliance with 8.1.
Article 9: Conflict of Interest
- 9.1 Conflict of Interest.The Board of Directors shall adopt a Conflict of Interest policy. Any Actual or potential conflict of interest which could result in a direct or indirect benefit of any kind to a Director or Officer must be disclosed in good faith before voting on any matters before the board of Directors. If the Board finds that any Director or Officer does have a conflict of interest with regards to a matter before the Board, that individual shall not vote or use his personal influence on the matter, or be present during the final discussion or vote, but may be counted in determining the quorum. The minutes of the meeting shall reflect that the conflict was disclosed, that the interested Director or Officer was not present during the final discussion or vote and that the interested individual abstained from voting. All questions as to whether a conflict of interest exists shall be resolved by a vote of the Board of Directors in which the interested individual shall not vote. A Conflict of Interest disclosure shall be furnished annually to the Board by each Director and Officer.
Article 10: Officers
- 10.1 Required Officers. The Association shall have the officers described in these Bylaws or appointed by the Board in accordance with these Bylaws. The Secretary shall be responsible for preparing minutes of the directors’ meetings and for authenticating records of the Association.
- 10.2 Appointment and Term of Office. The officers of the Association shall be elected by the Board at the first, and thereafter at each annual, meeting of the Board. If the appointment of officers shall not be made at any such meeting, such appointment shall be made as soon thereafter as is practicable. Vacancies may be filled or new offices created and filled at any meeting of the Board. Each officer shall hold office until such officer’s successor shall be duly elected or until such officer’s death or until such officer shall resign or shall have been removed in the manner hereinafter provided. The President must have served as a Director at least one (1) year prior to his election as President.
- 10.3 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board for the unexpired portion of the term.
- 10.4 President. The President shall be the chief executive officer of the Association and shall, in general, supervise and control the affairs and business of the Association, subject to control by the Board. The President may sign any deeds, mortgages, bonds, contracts or other instruments which the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws to some other officer or agent of the Association, or shall be required by law to be otherwise signed or executed. The President shall, in general, perform all duties incident to the office of President and such other duties as may be prescribed by the Board from time to time.
- 10.5 Vice-President. In the absence of the President, or in the event of the President’s death, 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. A Vice-President shall perform such other duties as from time to time may be assigned to such person by the President or the Board.
- 10.6 Treasurer. The Treasurer, shall have charge and custody of, and be responsible for, all funds and securities of the Association, receive and give receipts for monies due and payable to the Association from any source whatsoever, and deposit all such monies in the name of the Association in such banks, trust companies and other depositories as shall be selected in accordance with the provisions of these Bylaws, 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 the Treasurer by the President or the Board. If required by the Board, the Treasurer shall give a bond for the faithful discharge of such officer’s duties (which may, but need not be, paid by the Association) in such sum and with such surety or sureties as the Board shall determine.
- 10.7 Secretary. The Secretary shall keep the minutes of the meetings of the Board in one or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law, be custodian of the corporate records and of the seal, if any, of the Association, be responsible for authenticating records of the Association, keep a register of the mailing address of each director 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 the Secretary by the President or the Board.
Article 11: Accounts, Loans, Contracts, Checks, Deposits and Audits
- 11.1 Accounts. The Board shall cause true accounts to be kept of the sums of money received and expended by the Association and the matters for which such receipts and expenditures occur. The books of accounts shall be kept at the principal office of the Association by the Board and shall always be open to inspection by the Directors.
- 11.2 Corporate Loans. No loans shall be contracted on behalf of the Association, and no evidences of indebtedness shall be issued in the Association’s name, unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances.
- 11.3 Contracts. Contracts, documents or instruments in writing requiring the signature of the Association shall be signed by any two (2) Directors, one of whom must be the President or Vice-President. All contracts, documents and instruments in writing so signed shall be binding on the Association without any further authorization or formality. Without limiting the generality of the foregoing, the term “contracts, documents and instruments in writing: shall include deeds, mortgages, hypothecs, charges, conveyances, transfers, and assignments of property, real or personal, immovable or movable, agreements, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfers and assignments of shares, share warrants, stocks, bonds, debentures of other securities and all paper writings. Such authority may be general or confined to specific instances.
- 11.4 Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association shall be signed by such officer or agent of the Association and in such manner as shall, from time to time, be determined by resolution of the Board.
- 11.5 Deposits. All funds of the Association not otherwise employed shall be deposited, from time to time, to the credit of the Association in such banks, trust companies and other depositories as the Board may select.
- 11.6 Review, Reconciliation, and Audits. A review and reconciliation of the accounts of the Association shall be performed on a yearly basis. The individual conducting such review shall be an independent certified public accountant appointed and secured by the Board. Only upon the recommendation of the individual, will a full audit be conducted. The remuneration of the individual shall be negotiated and fixed by the Board. The reports will be kept on file at the principal office of the Association.
Article 12: Committees
- 12.1 Committees. The Board may delegate any of its powers to committees consisting of members in good standing, provided that one or more directors are members of each committee. Each committee shall have such power and authority as the Board may, from time to time, establish for it. However, such delegated power and authority shall be detailed in writing by the Board. The tenure and qualifications of the members of each committee, the time, place and organization of such committeeÕs meetings, the notice required to call any such meeting, the number of members of each such committee that shall constitute a quorum, the affirmative vote of the committee members required effectively to take action at any meeting at which a quorum is present, the action that any such committee can take without a meeting, the method in which a vacancy among the members of such committee can be filled and the procedures by which resignations and removals of members of such committee shall be acted upon or accomplished, shall be determined by the Board relative to such matters, subject to the provisions of Kentucky law.
Article 13: Miscellaneous
- 13.1 Amendments. The Board shall have the power and authority to alter, amend or repeal these Bylaws by the vote of a majority of all the members of the Board. Each such change to the Bylaws shall then be voted on by the membership, whereby 75% of the voting membership who cast votes must be opposed to the change for it to fail. The Board shall send notice of any proposed change to the Bylaws to the membership via electronic mail (if possible) or regular mail. The membership will have fourteen (14) days from the date of the email or notice to vote in favor of or opposition to the proposed change to the Bylaws and the membership shall communicate their votes to the Board via email and/or regular mail.
- 13.2 Fiscal Year.The Board shall have the power to fix, and from time to time change, the fiscal year of the Association.
- 13.3 Inspection of 11.6 Report. The most current report may be open to the inspection of the voting membership, with the exception of personal information about other members contained therein. Voting members wishing to review the report must give fifteen (15) days prior written notice of their intent to inspect the report. Notwithstanding this provision the Board, in its discretion, may disclose the report to its membership at any time, provided any personal information regarding members contained therein is redacted prior to disclosure.
- 13.4 Principles of Construction. These Bylaws are the primary governing document of the Association. Words in any gender shall be deemed to include the other gender; the singular shall be deemed to include the plural and vice versa; headings, captions and underlined paragraph titles are for guidance only and do not in any way limit, amplify, or otherwise modify these Bylaws.
- 13.5 Litigation. No member, or participant in the Association or its programs, may invoke the aid of the courts of the United States or a State without first exhausting all available remedies within the Association and then attempting to resolve the dispute through mediation. Additionally, any lawsuit brought against the Association, its Board, representatives, or staff, (whether or not still a member at the time such suit is brought), or by or on behalf of any such person, shall be commenced and adjudicated only in the United States District Court for the Eastern District of Kentucky or in the Fayette Circuit Court of the State of Kentucky, to the exclusion of the courts of any other jurisdiction or venue.
- 13.6 Seal. The Board may adopt a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Association, Kentucky as the state of incorporation and the word “CORPORATE SEAL.”
- 13.7 Waiver of Notice. Whenever any notice is required to be given under the provisions of these Bylaws, the Articles or Kentucky law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.
- 13.8 Limitations. Notwithstanding any other provision hereof, the Association shall take no action contrary to the provisions of Article II of the Articles and the Association shall only act as permitted under the Code, without subjecting the Association to additional taxes imposed under Subchapter A, Chapter 42, Subtitle D of the Code.
- 13.9 Severability of Provisions. Except as may conflict with the provisions of Article II of the Articles, if any provision of these Bylaws, or its application to any person or circumstances, is held invalid or unenforceable by a court of competent jurisdiction, the remainder of these Bylaws, or the application of such provisions to persons or circumstances other than those to which it was held to be invalid or unenforceable, shall not be affected thereby, and to this extent, the provisions of these Bylaws are severable.
- 13.10 Savings Clause. Failure of literal or complete compliance with provisions of these Bylaws with respect to dates and times of notice, or the sending of receipt of same, or errors in phrasing of notice of proposals, which in the judgment of a majority of the members present at the meetings held do not cause substantial injury to the rights of members, shall not invalidate the actions or proceedings of the Board of Directors or Committees.
- 13.11 Robert’s Rules of Order. The Annual Meeting and other meetings of the Board of Directors shall use the latest authorized edition of Robert’s Rules of Order as a procedural guide. Therefore, failure to comply with Robert’s shall not invalidate or adversely effect any action taken in good faith by the Board. Should Robert’s Rules of Order conflict with Kentucky law, Kentucky law shall control.
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