NORTHEAST MOUNTAIN HORSE CLUB, INC.

Articles of Bylaws and Rules

Article 1 Authority

1.1 Name and Status
This nonprofit corporation shall be known as the Northeast Mountain Horse Club, Inc. (the club) and shall at all times be operated and conducted as a nonprofit corporation under the laws of the Commonwealth of Pennsylvania and is entitled to all the rights and privileges thereof.

1.2 Purpose
The corporation is incorporated under the nonprofit corporation law by the Commonwealth of Pennsylvania for the purpose or purposes; to aid and encourage the preservation, promotion, breeding, development and education of the Mountain Horse. It is organized exclusively for charitable, educational, and recreational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations, under section 501(c)(3) of the internal revenue code, or the corresponding section of any future federal tax code.

1.3 Term
The term for which the corporation is to exist is perpetual. 

1.4 Assets and Properties
The corporation is organized upon a nonstock basis. All assets and properties of this corporation shall be owned solely by the corporation and no part of its net income or assets shall ever inure to the benefit of any director, officer or member thereof, or to the benefit of any private individual, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and make payments and distributions in furtherance of the purposes set forth in paragraph 1.2 of these articles of incorporation. Such assets and properties shall be dedicated to the purposes as set forth in paragraph 1.2 of these articles of incorporation. 

1.5 Political Activities
No substantial activities of the corporation shall be carrying on of 
propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Not withstanding any other provision of these articles of incorporation, the corporation shall not, except to and insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of the corporation.

1.6 Dissolution
In the event of the dissolution of this corporation, net assets remaining 
after payment of all just debts shall be distributed for one or more exempt 
purpose within the meaning of section 501(c)(3) of the internal revenue code, or the corresponding section of any future US federal tax code or to the federal government, or to a state or local government, or other organization so designated by the most recent executive board. Any such assets not distributed shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the corporation is then located.

Article 2 Place of Business
The principal place of business for the Northeast Mountain Horse Club, 
Inc. shall be in the Commonwealth of Pennsylvania at the address on file with the office of the Secretary of State. 

Article 3 Bylaws and Rules Committee
A bylaws and rules committee shall be appointed by the executive board. This committee shall periodically review the bylaws and rules; shall receive and review suggested changes and/or additions submitted in writing by club members; submit such suggested changes and/or additions to the executive board for processing in accordance with the bylaws and rules. At a minimum, a bylaws and rules review shall be required every 5 years.

Article 4 Membership

4.1 Types of Membership
There shall be three types of membership; (A) Single Membership (B) Family Membership (C) Junior Membership
4.1a A Single Membership shall be a person who has attained the age of 18 years as of January 1st of calendar year and does not share the membership. 
4.1b A Family Membership shall be an established group of individuals who live as a unit in society. It must consist of at least one but not more than two adult members and those dependent minor (under the age of 18) children for whom the adult(s) have legal guardianship responsibility. Any document filed in a name of a minor shall require the approval and signature of a parent or legal guardian. 
4.1c A Junior Membership shall be a person who has not attained the age of 18 years and shall require the approval and signature of a parent or legal guardian on the membership application. 

4.2 Classes of Members
(A) Voting Members (B) Non Voting Members
4.2a Voting Members shall consist of individual members over the age of 18 years and are members in good standing.
4.2b Non Voting Members shall consist of individual members that have not reached 18 years of age and are junior members of a family membership or are individual junior member.

4.3 Conditions of Membership
All members must be a member in good standing under the following conditions;
1. Are current in their dues
2. Agree to conduct themselves within the club by these articles of bylaws 
and rules.
3. Are not under suspension or have been expelled from any non-profit National Mountain Horse Association.
4. Has not been found guilty in any legal suit, civil or otherwise for any 
wrong doing involving in anyway, Mountain Horse(s).
4.3a The removal of a member(s) can result from a majority vote of a quorum of the executive board if it is agreed upon that the member(s) does not meet the conditions of the bylaws.
4.4 Membership Period 
Membership period shall be for one calendar year from January 1st to 
December 31st . 
4.5 Membership Dues
Membership dues shall be in the amount as specified by the membership at a General Meeting in which the transaction of club business is official and is documented in the club minutes.
4.6 Honorary Membership
The Executive Board shall be empowered to grant one year Honorary Memberships for significant contributions to the club. Such membership shall be without payment of dues.

Article 5 Meetings
5.1 General Membership Meetings
The general meeting of the membership shall be held at least twice a calendar year as scheduling permits with a minimum of twenty day notice. The purpose of these meetings shall include but not limited to receiving reports of the executive board and standing committees, summary of club activities and open discussions concerning the club. Open membership voting on items brought to the meeting by the executive board that require the vote of the general membership 
attending the meeting and if approved, ballots will be mailed to all members for final vote. 

5.2 Special General Membership Meetings
Special meetings of the members may be called by the President or majority of the members of the Executive Board. Notice of a special meeting shall be given by publication (newsletter), E-mail or by phone with no less than ten days prior to the event. 

5.3 Executive Board Meeting
Executive Board Meeting will consist of at least a quorum and will meet as close to quarterly as scheduling permits. The purpose of these meetings will be to conduct business operations. All decisions involving club scheduling, expenses and all business operation decisions will be made by a majority vote of the quorum.
5.3a A quorum will be a minimum of four Board of Directors and two Officers. There can be no decisions or voting at the Executive Board Meeting without the requirements of a quorum being met.

Article 6 Powers of the Membership
6.1 Membership Voting
Voting at general membership meetings on advisory resolutions to the board and voting by ballot for election of Officers and Board Members.
6.2 Nominations
Nominating of a member as a candidate for election as an officer or to the board of directors.
6.3 Motions
Presenting motions to the board for consideration.
6.4 Petitions
Presenting petitions to compel or change action by the board by presentation of a petition signed by 10 percent of the membership compel the following by the board.
1. Scheduling of a special meeting of the membership.
2. Presenting a change or addition to the bylaws and rules of the club that 
are within the Commonwealth of Pennsylvania laws of nonprofit corporation for membership vote by ballot.
6.5 Changes or Amendments
It is required that majority of returned ballots of the general membership 
vote be in favor for any and all changes or amendments to the bylaws and rules contained in these articles.

Article 7 Management
The business and property of the Northeast Mountain Horse Club, Inc. Shall be managed by the board of directors and officers (herein also referred to as the Executive Board), which shall have all the powers, duties, and authority permitted by the articles of the corporation, these bylaws and rules, and any applicable laws. The Executive Board may, in accordance with the provisions of Pennsylvania Revised Statutes, delegate specific powers, duties, and authority of the Executive Board to committees that are appointed by the Executive Board.

Article 8 Board Composition
The Executive Board shall be made up of three officers, a President, a 
Vice-President, a Secretary/Treasurer and six Board of Directors which shall all be of elected positions made by the General Membership.

Article 9 Duties of Officers
9.1 President
The President shall have the full responsibility and authority as Chief 
Executive Officer of the Corporation. The President shall see that the bylaws and rules of the club are followed and enforced and shall ensure that meetings of the Executive Board and General Membership are conducted in an orderly and effective manner. The President shall preside at all meetings of the Executive Board and General Membership unless the Vice-President is requested to fill in. It will be the President that commences all meetings to start and will have the authority to call a special meeting of the Executive Board by telephone, e-mail or any other available technology. Any responsibility and authority normally reserved to Officers but not specifically reserved to an Officer shall be reserved to the President. The President shall be a voting member of the
Executive Board.

9.2 Vice-President
The Vice-President shall assist and advise the President, shall serve as a member of the Executive Board. The Vice-President shall preside at meetings of the Executive Board and General Membership in the absence of the President or at the request of the President. In the event of the removal, resignation or vacancy in the office of the President, the Vice-President shall immediately assume the office and duties of President. In the event of the removal, resignation or vacancy in the office of the Vice-President, the Executive Board shall appoint a Vice-President for the remainder of the term. The Vice-president 
shall be a voting member of the Executive Board.

9.3 Secretary/Treasurer
The Secretary/Treasurer shall be responsible for maintaining or causing to be maintained, the business records, minutes of all meetings of the Executive Board and General Membership, accurate and detailed financial records for the club. Shall make disbursements and deposits as approved by the Executive Board. Shall maintain bank accounts and prepare or cause to prepare all tax and audit information for the club. Shall have authority to spend normal club operating expenses including postage and office supplies. Must have Executive Board approval to exceed $100.00 for any single expense. In the event of the removal, 
resignation or vacancy in the office of the Secretary/Treasurer, the 
Executive Board shall appoint a Secretary/Treasurer for the remainder of the term. Secretary/Treasurer shall be a voting member of the Executive Board.

Article 10 Duties of Board of Directors
The Board of Directors shall have the responsibility to conduct all business 
matters for the operation of the club within the guidelines of the articles of 
bylaws and rules of the corporation. The Board of Directors shall attend 
quarterly Executive Board and General Membership meetings. Order of business at all meetings will generally follow the current edition of Robert's Rules of Order unless specified differently in the articles of bylaws and rules of the corporation. The board is authorized to take any action it deems appropriate as authorized by the article of the bylaws and rules. In the event of the removal, resignation or vacancy in the office of the Vice-President or the Secretary/Treasurer, the Executive Board shall appoint replacements to fill the vacancies for the remainder of the term. In the event of the removal, resignation or vacancy from the Board of Directors, the Executive Board shall appoint replacements from the general membership to fill the vacancy for the remainder of the term.

Article 11 Committees
Committee chairpersons will be appointed by the Executive Board. The 
chairperson of each committee will appoint their committee members. The chairperson of each committee will attend the quarterly Executive Board meetings or will submit their reports and requests to one of the Officers of the Executive Board prior to the Executive Board meeting for discussion and review at that meeting. The chairpersons will work under the guidelines set up by the Executive Board and all schedules and events to be sanctioned by the club must be approved by the Executive Board.
11.1 Show Committee Chairperson
Shall work on scheduling shows to be sanctioned by club pending approval by the Executive Board.
11.2 Trail Ride Committee Chairperson
Shall work on scheduling trail rides to be sanctioned by club pending 
approval by the Executive Board.
11.3 Clinic Committee Chairperson 
Shall work on scheduling clinics to be sanctioned by club pending 
approval by the Executive Board.
11.3 Newsletter Committee Chairperson
Shall work on club newsletters to the membership under the guidelines of the Executive Board.
11.4 Changes or additions to committee chairpersons or types of committees can be done by a quorum of the Executive Board as the clubs needs grow or change.

Article 12 Elections
Elected terms of all Officers and Board of Directors will be for a term 
of two years, beginning January 1st of odd years and ending December 31st of even years (ex. 01/01/05 to 12/31/06). Nominations will be taken at second meeting of even year with ballots mailed out with general membership to vote. 

Article 13 Indemnity
Each Officer, Director, employee or agent of the club, and each person at its request as a Director, Officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall be held harmless and indemnified by the club against reasonable legal expense, judgments, and expense of settlements which the club previously approved, actually and reasonably incurred in connection with an actual or threatened legal proceeding. The foregoing shall only apply if such person acted legally, in good faith, and was dually authorized to act on behalf of the club in the transaction or act from legal liability arose, and which was official club business and where indemnity is not otherwise contrary to the laws of the Commonwealth of Pennsylvania. Except in relation, the foregoing shall not apply to matters as to which he 
or she shall have been guilty of willful or intentional misconduct or wanton 
or reckless disregard for human rights, safety, or acts known to be unfair in respect of the matter in which indemnity is sought, as finally determined in the proceedings, and where indemnity is not otherwise contrary to the laws of the Commonwealth of Pennsylvania. This section article 13 shall not be construed as limiting the extent of indemnification set forth in the articles of the corporation.

Article 14 Effective Date
These written bylaws and rules will become effective immediately upon 
certification by the first Executive Board of the Northeast Mountain Horse 
Club, Inc. The founding members of the Northeast Mountain Horse Club, Inc. also known as the advisory board will appoint Officers and Board of Directors for the first term of the Executive Board which terms will expire 12/31/06 at which time nominations and elections will commence as written within the articles of bylaws and rules.