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INTERNATIONAL MORAB BREEDERS’ ASSOCIATION, INC.
BYLAWS
Article I:
Board of Directors (BOD)
Section 1. Election.
a. There shall be seven directors elected from the
Association voting membership that serve three-year terms. Terms are
staggered so that approximately one-third of the directors are elected
each year.
b.
Candidates must be voting members that are current with dues payment,
own
a
Morab registered in the voting members name with IMR,
have served as a volunteer for IMBA in some capacity,
be a member in the year prior to the year in which the ballot will
be cast or by petitioning the BOD and receiving approval, and not
currently being considered for removal from membership. The Nominating
Committee shall notify any member who submitted a biography but does not
qualify; such individual may appeal to the BOD for approval.
Each candidate
must submit his/her biography such that it is received by the Nominating
Committee Chair by August 15.
The biographies may not include references to another candidate running
for the IMBA Board of Directors, either to encourage or discourage
members from voting for that candidate. The Nominating Committee shall
review each biography to assure that this guideline is met and shall
promptly return biographies to candidates with an explanation if this
guideline is not met. The Nominating Committee shall accept a valid
biography regardless of any spelling or grammatical errors and shall not
edit the biography but print as presented. There is a maximum of 550
words for the biography and a form shall be available for candidates on
the website. [Adopted Nov. 2008]
c.
Even if elected, immediate family members such as parent, child, or
sibling, may not serve on the IMBA BOD at the same time. [Adopted
Nov. 2008]
d.
Board
members may serve a maximum of two three year terms consecutively.
[Adopted Nov. 2008]
e At least one nomination will be placed for each
position, with accommodations made for write-in entries. A write-in
candidate may be elected but must have the same qualifications as a
nominated candidate to hold a seat on the BOD. [Adopted Nov. 2008]
f.
Ballots for
directors nominated by the Nominating Committee shall be mailed to the
voting membership no more than 45 and no less than 30 days prior to the
Annual Meeting of Members. Ballots must be mailed to the location
designated on the ballot and must be post-marked at least 7 days prior
to the Annual Meeting of Members. A person whose application to join
IMBA is postmarked by September 15 will receive a ballot for the current
year; after that date the membership will be carried into the next year.
(Adopted 11-4-06)
g. Vacancies shall be filled by the BOD from the voting
membership.
h. A board member may resign by submitting a written
resignation to the Chairperson. The resignation is effective as soon as
it is received. If a board member resigns mid-term, he/she must be
re-elected to serve again on the board. [Adopted Nov. 2009]
i. As membership increases, the number of BOD may
increase in increments of 2 directorships to maintain an odd number
total. At least one director may be elected from each region if the
region has at least 25 voting members prior to a June 15th
deadline for nominations. If a region with 25 members fails to offer a
nominee by the June 15th deadline before the Annual Meeting
of Members, the total number of board members shall remain an odd
number.
Section 2.
Oath of Office
Before
taking office, each director will sign in front of one non-family member
witness, date and file with the Registrar, the following Oath of
Office: “I do solemnly pledge that I will, to the best of my abilities,
perform the duties of this office. At the close of my official term, I
will turn over to my successor, all books, records and other properties,
including funds, of the Association, that may be in my possession. I
will also deliver all such properties to the Association upon lawful
demand. During my term of office for the IMBA, I will not serve as a
director/officer of any other Morab, Arabian, or Morgan Registry. I
will at all times devote my efforts to further the objectives and best
interests of the Association.” The Registrar will send a copy of the
signed oath to the Secretary for his/her files.
Section 3.
Duties and powers.
The BOD
shall have authority and responsibility for the following:
Enter into
contracts, pay debts, make investments, keep a good accounting of all
financial transactions, establish and set pay and/or benefits for an
Association Executive and/or staff; approve and remove Association
memberships, appoint the Executive Director, Registrar, Webmaster and
approve committee members nominated by the Chairperson.
A director
must be a member in good standing throughout his/her term of office.
If a director
allows his/her membership to lapse for 2 months, the chair shall
immediately call for the director’s membership or resignation. If the
director fails to renew his/her membership within a month after the
chair person’s notice, that director is effectively removed from
office. A director convicted in a court of law of a felony is
effectively removed from office unless as otherwise determined by the
board. [Adopted Nov. 2008]
Section 4.
Expenses
Directors
who incur pre-authorized expenses in the performance of their authorized
duties shall, upon approval by the Executive Committee, be reimbursed
when such expenses are itemized and presented to the respective
Association officer.
Article II:
Officers of the BOD
Section 1.
Composition
Officers
shall be Chairperson, Vice-Chairperson, Secretary and Treasurer.
Section 2.
Election
Officers are
elected annually from and by the BOD at its first regularly scheduled
meeting following the Annual Meeting of Members.
Section 3.
Executive & Finance Committee
Officers
constitute the Executive Committee, which shall supervise and manage the
Association on a daily basis. The committee shall also serve as the
Finance Committee charged with establishing annual budgets, employing
sound financial management and planning for the Association. Any of
these duties may be assigned to the Executive Director with oversight by
the Executive & Finance Committee.
Section 4.
Duties.
The
Chairperson shall preside at all meeting of the Association members, BOD,
Executive Committee, Registry Committee and may represent the
Association at special meetings. The Chairperson shall appoint
committees as provided by these Bylaws and be an ex-officio member of
all committees. The Chairperson shall see that provisions of the
Constitution, Bylaws and Rules are enforced and that resolutions adopted
by the Association are executed, and shall have general supervising
control of the affairs of the Association, and shall report on progress
at BOD meetings and Annual Meeting of Members. The Chairperson may
assign duties to other members of the Association.
The
Vice-chairperson shall perform the duties of the Chairperson in his/her
absence or disability. The Vice-chairperson will also assist in the
planning of program activities and other duties as may be directed by
the Chairperson.
The
Secretary shall take minutes of all Executive Committee meetings, BOD
meetings, including BOD meetings where votes are cast electronically,
and at the Annual Meeting of Members, and promptly provide copies of
drafts and approved minutes to the Registrar. The Secretary shall
maintain or cause to maintain a historical record of all official
Association activities as determined by the BOD, provide correspondence
as requested by the Chairperson and perform duties incidental to the
office. The Secretary shall coordinate these duties with the Registrar
such that copies of all official Association documents are preserved by
the Registrar. In the absence of both the Chairperson and the
Vice-Chairperson, the Secretary may conduct BOD meetings and/or the
Annual Meeting, or may assign this duty to another member of the BOD.
The
Treasurer shall, in cooperation with the Executive Director, keep or
cause to keep a record of all financial accountings of the Association
and present a report of the expenses, revenue, investments and savings
as requested at BOD meetings and Annual Meeting of Members. The
Treasurer shall supervise the Executive Director duty to receive and
disburse, upon receipt of proper vouchers, all funds coming to or
belonging to the Association; he/she shall assure that all deposits of
Association funds are placed in the name of the Association in a bank to
be selected by the Finance Committee. He/she shall keep or cause to
keep an accurate account of all receipts and disbursements
Section 5.
Vacancies.
Any
un-expired term of the Chairperson shall be completed by the
Vice-chairperson.
Any
un-expired term of the Vice-chairperson, Secretary or Treasurer shall be
completed by an appointment made by the Chairperson from the BOD.
Any
un-expired term of a member of the BOD who is not an officer shall be
filled by a nomination from the Chairperson and selected with the
approval of the BOD.
[Adopted Nov. 2009] NOTE: Conflicts with Article 1, Section 1
g.
Article
III: Executive Director
Section 1:
Selection.
The
Executive Director is nominated by the Chairperson and selected with the
approval of the BOD. The Chairperson may develop an interview process
with assistance from the BOD. The positions of Executive Director and
Registrar may be filled by the same person.
Section 2:
Duties
The
Executive Director may assist the Executive & Finance Committee in
conducting the daily business of the Association, including information
services, budgeting, finances and accounting. Under the Treasurer’s
supervision, he/she shall receive and disburse, upon receipt of proper
vouchers, all funds coming to or belonging to the Association; he/she
shall assure that all deposits of Association funds are placed in the
name of the Association in a bank to be selected by the Finance
Committee. He/she shall keep an accurate account of all receipts and
disbursements.
Section 3:
Executive Director’s membership
The
Executive Director shall be a member of the Association
Article IV:
Registrar
Section 1:
Selection.
The
Registrar is nominated by the Chairperson and selected with the approval
of the BOD. The Chairperson may develop an interview process with
assistance from the BOD. The positions of Executive Director and
Registrar may be filled by the same person.
Section 2:
Duties
The
Registrar shall faithfully keep accurate records of the Association
Registry known as the International Morab Registry™ (IMR), shall provide
information and assistance regarding registration, and shall process
registration applications, prepare registration papers and provide
certified copies to deserving applicants in a timely manner. The
Registrar shall receive and preserve futurity records, Region horse show
results and records, and other IMBA-sanctioned event records.
Section 3:
Membership
The
Registrar shall be a member of the Association.
Article V:
Webmaster
Section 1:
Selection
The
webmaster is nominated by the Chairperson and selected with the approval
of the BOD. The Chairperson may develop an interview process with
assistance from the BOD.
Section 2:
Duties
The Webmaster shall preserve, maintain and update
the IMBA website with timely, accurate information presented in an
organized and attractive manner. The Webmaster shall present new
ideas and initiatives for the website to the Chairperson who may elect
to present the initiatives and any drafts to the BOD or other members
for review. The Webmaster shall assure that the IMBA website is
well-maintained, properly administered, and that the domain name is the
property of IMBA, and that the website and the domain name are preserved
unless and until replaced or discontinued by the BOD. The BOD shall
assist the Webmaster in these endeavors.
Article VI:
Membership
Section 1:
Types of membership
A.
Breeder membership. Those actively engaged in breeding Morabs may
apply to the Board of Directors (BOD) for this membership; applications
are reviewed by the BOD and accepted or rejected. Those accepted may
vote on issues brought to voting members by the BOD. There are 3 types
of Breeder membership:
1)
Individual breeder membership has one vote for each election held.
2) Family
breeder membership has two votes for each election held. Voting
privileges are limited to 2 adults living in the household. Those under
18 living in the household may not vote in IMBA but are eligible for
membership in the International Morab Breeders’ Youth Association (IMBYA)
and would have voting rights in IMBYA.
3) Life
breeder membership has one vote for each election held.
Each Life breeder member
shall receive notification in January of odd numbered years, a request
for a response to indicate if he/she wishes to continue receiving IMBA
publications and if he/she currently owns a Morab. If no response is
received, he/she shall be given a second notification explaining that
unless they indicate interest within 2 weeks, no further IMBA
publications shall be mailed to that person and his/her status is
considered “inactive.” In order to become active again, he/she must
petition the Executive Director or Registrar and so request. Life
members who no longer own a Morab will be considered “Associate Life
member.” An Associate Life member is no longer eligible to vote, but
may choose to continue all other benefits of membership. An
Associate Life member may regain voting privileges upon proof of owning
an IMR Morab registered in his/her name. [Adopted Nov. 2008]
B. Owner
membership. Those who are current owners, age 18 or above, of
International Morab Registry™ (IMR) Morabs may apply to the BOD for this
membership; applications are reviewed by the BOD and accepted or
rejected. Those accepted may vote on issues brought to voting members
by the BOD.
C. Associate membership. Those who are Morab trainers,
Arabian and Morgan breeders offering stock for sale and others
interested in Morabs may apply to the Board of Directors (BOD) for this
membership; applications are reviewed by the BOD and accepted or
rejected. Those accepted may participate in Association activities but
may not vote on issues brought to voting members by the BOD.
Section 2.
Duties of all members.
It shall be
the duty of each member to cooperative with and as possible, assist the
BOD in the discharge of its duties and to follow the Association’s
Constitution, Bylaws and Registry Rules.
Section 3.
Membership dues and other fees
Dues for the
various membership categories are recommended by the BOD and determined
by the voting membership at the annual meeting. Fees for various
services are established by the BOD.
Section 4.
Removal of membership
Any member
may be removed from membership by two-thirds vote of the BOD after the
accused member has been duly notified and given due process by
presenting his/her case at a meeting held for such purpose by the BOD.
Reasons for removal are significant violations of the Association’s
Constitution, Bylaws, or Rules, or actions grossly contrary to the best
interests of the Association. Such removal shall be based on a
preponderance of evidence against the member. A person whose membership
has been removed may apply to the BOD to have his/her membership
restored one year after the effective date of the removal.
Article
VII: Meetings
Section 1.
Annual Meeting of Members
The Annual
Meeting of Members shall be held annually in a place, on a date and time
determined by the BOD. The Executive Director shall distribute notice
of the meeting at least 30 days in advance. The notice may include
official ballots of candidates for the BOD. The meeting is open to all
members and their guests. Only current voting members may vote. The
Chairperson or any other BOD may request personal identification in
order to verify membership status and voting eligibility.
Section 2.
Special Meetings of Members
Special
meetings of the members may be called by the Chairperson at any time
with at least 30 days advanced notice given to the members by the
Executive Director. Members may petition for a special meeting by
obtaining signatures of ¼ of the Voting Members on a petition that
states the purpose of such meetings. Only current voting members may
vote. The Chairperson or any other BOD may request personal
identification in order to verify membership status and voting
eligibility.
Section 3.
BOD Meetings
The BOD
shall meet at least annually in a place, on a date and time determined
by the BOD that immediately precedes and/or follows the Annual Meeting
of Members. The BOD may conduct discussions, committee planning and
vote on BOD matters via electronic media. Only members of the BOD may
vote at BOD meetings.
Section 4.
Order of Business.
The business
of all meetings shall be conducted according to Robert’s Rules of Order,
with the Chairperson either serving as parliamentarian or appointing
another BOD as parliamentarian at the beginning of the meeting. A
quorum consists of over fifty percent of the members of the BOD. The
presence of a quorum will be noted by the Chairperson who calls the
meeting to order. Here follows a suggested order of business.
Call to
order.
Take
attendance and determine a quorum.
Reading of
minutes of previous meeting.
Officer and
Committee reports
Old business
New business
Set time and
place of next meeting.
Adjournment.
Article
VIII: Committees
Section 1.
General Information
A. Membership
Committee
members are nominated by the Chairperson and appointed with the approval
of the BOD. All members of a committee must be current members of IMBA
unless the Committee is designed to have non-members for a particular
reason approved by the BOD. At least one member of the BOD shall serve
on each standing committee. The term of each committee member is for
one calendar year, and may be extended each year for subsequent terms by
the Chairperson with the approval of the BOD.
B. Duties
The
Committee Chair is responsible for developing any statement of purpose
as prescribed in the Bylaws or by the BOD, for presenting a plan of
action or other recommendations to the BOD for approval, for conducting
the business and fulfilling the purpose of the Committee in accordance
with BOD and/or Bylaw guidelines, and shall present committee progress
reports to the Chairperson. Committee members shall assist the
Committee Chair in fulfilling the purpose of the Committee in accordance
with BOD and/or Bylaw guidelines. Committee expenses must be approved
by the BOD and pre-approval is highly encouraged.
C.
Committee
Reporting
The chairperson shall determine a method of committee
reporting and may call for reports on a quarterly, bi-monthly or monthly
basis. The chair shall give notice to all committee chairs prior to the
deadline for reports. If a committee chair fails to report for two
consecutive reporting periods, the BOD may vote to remove the committee
chair and/or disband the committee if it has not been established in the
bylaws. [Adopted Nov. 2008]
Section 2. Nominating Committee
The
Nominating Committee shall consist of 2 members, at least one of whom
shall also serve on the BOD provided that the member(s) is not up for
re-election. Members are nominated by the Chairperson and approved by
the BOD. These members shall review and nominate qualified candidates
for the BOD. The Nominating Committee shall attempt to nominate
qualified candidates from different geographic regions. Once the new
directors are elected, the committee is automatically dissolved.
(See Article 1, Section 1, part b for additional responsibilities.)
Section 3.
Futurity Committee
The Futurity Committee shall consist of the
Committee Chair and members nominated by the Chairperson and approved by
the BOD. The committee develops, promotes, advertises and produces an
annual Futurity competition program. The committee shall recommend its
program to the BOD for approval. The committee shall develop
qualifications, forms, advertising and records; set and collect fees;
establish classes; determine and issue awards, and file with the
Executive Director/Registrar a written summary report within a month
following the date of each year’s Futurity. The Committee shall
endeavor to establish Futurity programs in all geographic IMBA Regions
that may be established by the BOD.
Section 4.
Youth Program Committee
The Youth Committee shall consist of the
Committee Chair and members nominated by the Chairperson and approved by
the BOD. It shall oversee the activities of the International Morab
Breeders' Youth Association and act as the liaison between that
Association and the BOD.
Section 5. Special Committees and Task Forces
Special Committees and Task Forces shall be
established as deemed necessary. Members shall be nominated by the
Chairperson and appointed with approval of the BOD. Such committees'
purpose, duties, authority and longevity will be determined in writing
by the Chairperson or designee, approved by the BOD, and filed with the
Secretary. Such Committees and Task Forces shall in no way conflict
with the Constitution, Bylaws, or duty of a standing committee.
Section 6.
Bylaws Committee
The Bylaws Committee shall consist of the
Committee Chair and members nominated by the Chairperson and approved by
the BOD. The Chairperson may also elect to serve on the committee.
The committee shall operate under a Statement of Purpose approved by
the BOD.
Section 7. Registry Rules Committee
The Registry Rules Committee shall consist of the
Committee Chair and members nominated by the Chairperson and approved by
the BOD. The committee shall operate under a Statement of Purpose
approved by the BOD.
Section 8: Awards Committee
The Awards Committee shall consist of the
Committee Chair and members nominated by the Chairperson and approved by
the BOD. The committee shall operate under a Statement of Purpose
approved by the BOD. The statement of purpose shall include
administration of the Lifetime Achievement Award Program (LAAP).
Article IX:
Amendments
Section 1.
Vote of Annual Meeting of Members
These Bylaws
may be amended, rescinded or replaced by a two-thirds vote of the
members present at any Annual Meeting of Members or special meeting
called for that reason.
Section 2.
Notice
Proposed
amendments to these Bylaws must be submitted to the Executive Director
at least 120 days prior to the Annual Meeting of Members, who upon
approval of the BOD shall include a copy with the announcement of the
meeting such that members may have a comment period prior to the Annual
Meeting. The Executive Director shall present amendments and member
comments at the Annual Meeting of Members.
Article X:
Association Documents
Section 1.
Preservation of Official Documents
The
Registrar shall, in coordination with the BOD and Committee
Chairpersons, preserve or cause to preserve the official documents of
the Association. [Adopted 11-4-2006]
Last update: September 23, 2010 by Jane
Licht, Chair of the Bylaws and Rules Committee.
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