FHANA Bylaw Change 6.5 Annual & General Meetings

The FHANA Board of Directors would like to introduce to the membership a bylaw change that is up for discussion with the upcoming Board of Directors vote.

This bylaw change was introduced to the FHANA Board of Directors by the 35th Anniversary Committee in August of 2019 where a motion was brought forth out of the committee “That the FHANA Board reviews the constitution with regards to the fact that the AGM only can take place during the winter months and that the board will consider to change this bylaw so that the AGM can be held on any day of the year”.

The Board Liaison Ms. Allison Thomas was instructed by the committee to bring this motion to the board for discussion and consideration.

During the Sept. 17, 2019 Board of Directors meeting: “Ms. Thomas reported that the committee would like the Board to re-visit the By-law concerning the timing of the FHANA AGM for discussion at the October meeting.  The Committee feels that the winter timing of the AGM is biased against the more northern regions.  Mr. Smith reported that this Bylaw has been discussed before and that no new information has been brought forward to warrant revisiting this change.  Mr. Tice reported this was discussed in Oct. 2017 and voted on in Nov. 2017”.

No motion from the committee was brought forward regarding this item until further discussion could take place.

During the Oct. 2019 Board meeting, Ms. Thomas made the following motion with the discussion points from this meeting along with the discussion points from when this was originally brought forward in 2017:

Ms. Thomas per the recommendation of the 35th Anniversary Committee: Motion made by Ms. Thomas that The Annual General Meeting of the Board shall be held 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.  Motion seconded by Ms. Rogala-Hobbs. This motion was previously presented in November 2017.  Please see discussion from that meeting below.

Transcript from Nov. 21, 2017 BOD Minutes-ii. Proposed Bylaw Amendment (Jack) Proposal presented by Mr. Vanderkooy during the Oct. 2017 meeting: Motion made by Dr. Palermo: That the FHANA Board of Directors agree to amend the relevant part of Bylaw 6.5 which is titled “Annual and General Meetings” with the new wording found in red at beginning of this memo. If adopted, this Bylaw Amendment will be placed on the 2018 Ballot for ratification by the membership.  Motion seconded by Mr. Steenbeek.  Mr. Vanderkooy presented the memo that was originally presented in October for discussion

Dr. Palermo thinks that opening the AGM up and allowing the board in the future to move the AGM for special events and putting this out to the membership instead of the board making the decision. She believes it is important to see if the membership is willing. It is good for the board to be flexible in the future, and that the board will not do something the membership does not want the board to do. She also sees cost effectiveness for the budget to have one event in the year rather than having two events in a year as well as it would be cost effective for the members to come to both events if they are in one place. It would be a financial gain for members to come to one event. Mr. Tice reported though he feels it is important to have our AGM in the 1st quarter of the year, he reported that he was in favor of the options that were presented to him regarding the changes.  He added that he does receives requests from members to move the AGM meeting later in the year to allow for them to attend at the beginning of the breeding season and so close in proximity to the stallion show in the Netherlands.

He felt that FHANA would still able to take care of business in the 1st quarter.  He felt that if there was an opportunity to combine an event, we should investigate that option but would not be in favor of moving the AGM on an annual basis.  Mr. Steenbeek reported that he was in favor of this change.  Mr. Smith reported that his conversation with the membership it did not matter if the events were combined.  It would not influence their decisions to attend.  Ms. Austin had the same response as Mr. Smith.  The membership was in favor of having the AGM in the first quarter and there was no benefit in this change.  Ms. McClelland reported that there are many pros & cons to this proposal, but the membership in her area reported they are in favor of keeping the AGM in the first quarter.  Ms. Renico reported that the members she spoke with were in favor of having an event around the regularly scheduled Annual Meeting and this should be held in the first quarter.  Roll Call Vote: Dr. Palermo-Yes, Mr. Steenbeek-Yes, Mr. Smith-No, Ms. Austin-No, Ms. McClelland-No, Ms. Renico-No. The motion is not approved.

Ms. Thomas reported that with the current wording of the bylaw, this event cannot be held in conjunction with any other event unless the event takes place in the Winter.  This could also limit the locations the AGM could take place.  Ms. DePuydt asked Dr. Palermo to restate her position on this change.  Dr. Palermo reported that she did not like the limitations on the event and that it would be nice to have the ability to move it.  She added this would give us more flexibility, but she did not have any club or location in mind with her reasoning.  Dr. Palermo would like to see it taken out of the bylaws so it is no longer a board decision on when and where the event will take place but put back into the hands of the membership.  Mr. Smith reported that the AGM is a business function for the membership, that over time we have made an event of it, and that it was put in place for its current time of year for several reasons such as foaling season, breeding season, and inspections.  Motion approved.   Mr. Smith  opposed.  Mr. Tice was directed to place this on the upcoming election ballot. 

This bylaw change is being brought forward to the membership per the FHANA Bylaws:

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.

The FHANA Board of Directors would encourage you to contact any of them to discuss their points and reasoning behind this bylaw change.

FHANA Board of Directors Contact information