certificate from the Secretary of State for proof of Domestic
BY-LAWS OF HENDERSON SADDIJE ASSOCIATION ARTIC[ ..EI NAME AND PURPOSE SECTION 1: Name. This nonpartisan, nonprofit, nonsectarian, equestrian organization shall be known by the name of Henderson Saddle Association (dba HSA) whose place of principal office is to be located at 6490 Wiesner Way, Henderson, Nevada 89011, in Clark County. Said equestrian corporation is organized exclusively for charitable and education 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 corresponding section of any future federal tax code. SECTION 2: Purpose. The purpose of this corporation is to educate the public on equestrian activities, assist with wild horse preservation, provide a place for youth and adults to participate in rodeo, gymkhana, roping, mounted cowboy action shooting, and other equestrian events, to operate stables, riding arenas, clubhouse, groundskeeper home, provide relevant services to the members hereof, and to provide assistance to outside groups to further education programs for youth and adults. ARTICLEH IVffiMRERSHIP CI.lAS~~ES SECTION 1: Classes following four (4) categories: and Qualifications. The General Membership IS divided into the 1. Individual Membership: Shall consist of those individuals eighteen (18) years of age or older, who have applied for and been accepted as a member of HSA and who meet any additional requirements for membership that may be imposed by the Board of Directors at their discretion. This member may run for a Board of Directors position or Officer position at the Annual Membership Meeting. 2. Family MembershiR: Shall consist of a married couple of a husband and wife and/or family (children under the age of eighteen (18) years of age). Proof of marriage must be submitted with the membership application. If there are two adults as a Family Membership, only one (l) of the adult individuals may vote, run for a Board of Directors position or Officer position. The children of a Family Membership must join HSA under their own membership if they marry prior to the age of twenty-one (21) or prior to their twenty-first (21 SI) birthday, if single. If the child is away at college or in the armed services or for religious obligations at the time of their twenty-first (21 SI) birthday, they may join as soon as they return, A special membership fee of $100 will apply, The special membership rate will only apply when the proper paperwork is produced (current enrollment verification to accredited college or university or active duty status). 3. Joint Membership: Shall consist of two individuals eighteen (18) years of age or older and have entered into a domestic partnership. They must provide a signed and notarized certificate from the Secretary of State for proof of Domestic Partnership pursuant to Nevada Approved September 10, 2014 Page 1 of 12 Revised Statues for the State of Nevada. Only one 0) of the individuals may vote, run for a Board of Director position or Officer position. 4. Honorary Membership: The Board of Directors may designate individuals who do not qualify under the foregoing categories as an Honorary Member, using such criteria as the Board may develop. An Honorary Member can attend meetings and speak, but does not hold any voting rights, may not make any motions, may not hold an office as either a Board of Director or Officer of HSA, nor may they own a corral or keep a horse or horses on the property. A. An individual who has provided or provides a major contribution to HSA may be considered for designation as an Honorary Member. B. A former individual with an Individual Membership, Family Membership, or Joint Membership and who was in good standing may be considered for designation as an Honorary Member. C. An Honorary Member may attend meetings, but does not have voting rights. ARTICLEll JOINING THE HSA - NEW l\1~MBERS SECTION 1: Requirements: 1. Payment. Payment in full of the required initial membership fee of one thousand dollars ($1,000.00). An initial nonrefundable deposit of five hundred dollars ($500.00) must be submitted when membership paperwork is submitted. The balance of the membership fee of five hundred ($500.00) must be paid in full before the individual can be accepted as a member. Probation period will commence when the initial nonrefundable deposit of five hundred dollars ($500.00) has been paid. 2. Probation. Completion of six (6) months of probation consisting of the following requirements: A. Completion of twenty (20) hours of community service; B. Attendance at four (4) Genera! Membership Meetings during the six (6) months of probation; C. After completion of tile probationary period, the new member must obtain two (2) letters of reference from two (2) members in good standing (current on dues, lease assessments, late fees, miscellaneous assessments, fines, miscellaneous fees, and not on probation). The new member must present the letters before the Board of Directors for final membership recognition or denial. D. During the six (6) month probationary period, the new member may keep a horse(s) on HSA property in a current member's corral. The Board of Directors must be notified, by the new member, how many horse(s) they have on property and whose corrals the horse(s) are being kept at. E. During the six (6) month probationary period, the new member shall not purchase a corral from any current member. F. If a new member is unable to complete the probationary requirements within the six (6) months of probation, the new member must contact the Board of Directors to request an extension oftime. Only one (l) extension of tirie may be requested by a new member. SECTION 2: Penmnal Liability of a Member. The private property of HSA or of any member, officer, or director shall not be liable for any debts, obligations, or liabilities of the HSA. Each member shall assume and be responsible for his/her Approved September 10, 2014 Page 2 of 12 own safety or that of their children or any guest they bring on the HSA property. A signed Accident Waiver and Release of Liability form must be on file with HSA No member may sue HSA. ARTICLE IV lVIEMBERSHIP DUES, LEASES, ANn ASSESSMENTS SECTION 1: Annual Membership Dues. Annual dues shall be paid by each class of membership except for Honorary Membership. Annual dues are four hundred dollars ($400.00). Annual dues are payable in two (2) equal installments due on January 1SI and July 1st of each year. SECTION 2: Annual Lease Assessmentst Annual lease assessments shall be paid by each member that leases a corral space from HSA. Annual lease assessments are four hundred dollars ($400.00) per year for one (1) corral and eight hundred dollars ($800.00) per year for two (2) corrals. Annual lease assessments are payable in two (2) equal installments due on January 151 and July 1 SI of each year. Annual lease assessments shali be paid by each member that leases a steerlgoat pen space from HSA. Annual lease assessments are four hundred dollars ($400.00) per year for one (1) steer/goat pen and eight hundred dollars ($800.00) for two (2) steer/goat pens. Annual lease assessments are payable in two (2) equal installments due on January 151 and July 151 of each year. SECTION 3: Late Fees, Assessments, Fines, Miscellianeous Fees. Late fees of fifty dollars ($50.00) will be added to the amount due if the account is not paid by January 3151 and/or July 31 st. Late fees of one hundred dollars ($100.00) will be added to the amount due if the account is not paid by February 28th and/or September 30th• If dues, lease assessments, late fees, miscellaneous assessments, miscellaneous fees and fines are not paid on the above mentioned dates, membership will be revoked on March 31st andlor October 31 st. SECTION 4: Horse Corral Space I Steer/Goat Pen:~ Each membership class, with the exception of Honorary Membership, may lease a maximum of two (2) horse corral spaces from HSA. Each member that has acquired a horse corral space(s) and/or steer/goat penes) shall Sig11 a lease agreement with the HSA. All members that are leasing a horse corral space(s) and/or steer/goat penes) are responsible for all dues, lease assessments, late fees, miscellaneous assessments, fines, and miscellaneous fees associated with their leased space(s) regardless of any agreements between a member and any member sub-leasing the leased spacers). The Board of Directors will have no interaction between the leasee and sub-leasee (boarder). ARTICLE V MElVIDERSmP RESIGNATION, TERM:INATION. iJlEATH AND REINSTATEMENT SECTION 1: Resignation. Any member desiring to resign from the HSA shall submit his/her resignation in writing to the Secretary, who shall present it to the Board of Directors for action. No member's resignation shall be accepted until his dues, lease assessments, late fees, miscellaneous assessments, fines, or miscellaneous fees are paid. SECTION 2: Termination. Termination of a member's membership shall be for the following reasons: 1. Non-payment of dues, lease assessments, late fees, miscellaneous assessments, fines, or miscellaneous fees. If a member is terminated for non-payment of the mentioned reasons, Approved September 10, 2014 Page 3 of 12 reinstatement may be determined at the discretion of the Board of Directors if all amounts in arrears are brought current. A reinstatement fee of one half (1/2) of the current initial membership fee of one thousand dollars ($1,000.00) is also required. 2. Failure to pass corral inspections as required by current HSA Operating Rules. 3. Memberfs) actions in violation of HSA Bylaws and/or current HSA Operating Rules, including any local, state or federal laws broken on HSA property. 4. Member(s) actions that endanger the HSA or cause harm to self, HSA or destruction of HSA property. 5. Violations of any contractual agreement between a member and the HSA Board of Directors not completed according to the contract (subject to review by the Board of Director). SECTION 3: Termination Procedures. Nonpayment of dues, lease assessments, late fees, miscellaneous assessments, fines, or miscellaneous fees: 1. After the thirty day (30) billing period, delinquent members will be given a thirty (30) day notice by U.S. Mail to remedy the delinquency including late fees, and cost of postage charged for mailing to the leasee. 2. If the delinquency is not remedied within thirty (30) days, a second letter will be sent certified mail, return receipt requested, stating that the membership will be terminated in thirty (30) days if delinquencies are not made current includin g additional late fees, and cost of postage charged for mailing to the Ieasee. 3. Actions of Violations: The above enforcement and procedures may be postponed or altered only by a majority vote of the Board of Directors and in its discretion if just cause is shown in writing no less than five (5) days prior to the member's effective date of expulsion. 4. Enforcement Procedures: A. After termination of membership, delinquent corral leasee will be notified by certified mail, return receipt requested, to vacate and remove all personal property including livestock, from the corral space within thirty (30) days. B. if the corral space is not vacated as demanded, legal proceedings will be instituted seeking eviction. The terminated member will be held financially responsible for legal fees and all other fees and cost incurred by HSA. C. The corral space leased by the terminated member and all property improvement, including but not limited to barns, fencing, and shades, will be made available at a properly noticed Sealed Bid Auction to the highest bidder. Any or all livestock will be turned over to the proper authority and/or authorities. Only members in good standing (current on dues, lease payments, late fees, assessments, fines, miscellaneous fees, and not on probation) may make a bid on the Auction. The Auction shall take place no more than ninety (90) days after first certified letter to vacate or after the court decision whichever applies. D. If the terminated member is sub-leasing the corral space, the termination notice shall be mailed by certified mail, return receipt requested, simultaneously to the sub-leasee and to the corral leasee, giving the sub-leasee thirty (30) days to vacate the corral space, including cost of postage charged to leasee. SECTION 4: Member's Death. 1. If the member is married and the remammg spouse desires to remain a member, the membership and corral space(s) will be transferred to the remaining spouse. If the spouse does not wish to retain the membership and corral spacers), then the spouse has two hundred forty (240) days from the date of death to dispose of the corral spacers) and any/or all personal property and livestock. Extension of time may be granted under special circumstances at the discretion of the Board of Directors. 2. If the member joined under a joint membership, the membership and corral spacers) will be transferred to the remaining member. If the remaining member does not wish to retain the membership and corral spacers), then the remaining member has two hundred forty (240) Approved September 10, 2014 Page 4 of 12 days from the date of death to dispose of the corral spacers) and any/or all personal property and livestock. Extension of time may be granted under special circumstances at the discretion of the Board of Directors. 3. If the member has no spouse, no next of kin, or leaves the corral space( s) to a non-member, the membershiu wili not be transferred and there will be a two hundred forty day (240) day period from the member's death to remove any/or all personal property and livestock from the corral space(s). If the non-member wishes to become a member, they must begin the membership process within the two hundred forty day (240) day period. TIle corral space(s) and any/or all personal property and livestock will be held for that individual until membership is finalized. 4. If the member chooses to leave their corral spacers) and any/or all personal property and livestock to another member, HSA Board of Directors must be provided with a notarized letter stating such. The letter must be filed in each of the member's personal files. 5. All livestock related expenses will be the responsibility of the estate in all of the above circumstances. SECTION 5: Reinstatement of Member. If a member leaves the HSA and was a member in good standing and left on good terms, then a reinstatement membership fee shall be one half (1/2) of the current initial membership fee of one thousand dollars ($1,000.00). The member must also complete the one half (1/2) of the currently required probationary hours of twenty (20) hours. Reinstatement of a member for any other reasons will be at the discretion of the BO,3.rd of Directors. ARTICLE VI MEMBER VOTING RIC~H:TS SECTION 1: Membel' Voting Rights. An Individual Membership, Family Membership, or JOInt Membership considered in good standing (current on dues" lease assessments, late fees, miscelJaneous assessments, fines, miscellaneous fees, and not 011 probation) shall have the right of one (1) vote at the monthly general membership meetings of the members ofHSA held during the fourth (4th) week of each month and at the annual general membership meeting of the members of HSA held on the first (1 SI) Monday of December, as well as to vote on such other issues as the board may choose to bring before the membership. ~CTION 2: Honorary Members. Honorary Members may attend the monthly general membership meetings and annual general membership meeting of the members ofHSA, but do not have voting rights. ARTICLE VII MEMBERSHIP MEETI~GS SECTION 1: Monthly Meetings. The monthly general membership meeting of the members of the HSA shall be held at its office at 6490 Wiesner Way, Henderson, Nevada 89011, in Clark County, at 6:30 p.m. during the fourth (4th) week of each month. The order of business shall be determined by the President prior to the meeting. SECTION 2: SpedaI Meetings. Special meetings of the general membership shall concern those matters that need to be addressed by not only the board of directors, but also by the general membership. These meetings may be called by the president or a simple majority of the board of directors. A petition signed by five percent (5%) of voting members may also call a special meeting. Approved September 10, 2014 Page 5 of 12 Printed notice of the time and place of special meetings shall be delivered to each member by mail or by electronic mail or by fax not less than ten (10) days before the special meeting. SECTION 3: Quorum and Voting for Monthly Meetings amI Sl!cchal Meetings. Only one class, in good standing (current on dues, lease assessments, late fees, miscellaneous assessments, fines, miscellaneous fees, and not on probation), shall have one (1 ) vote at the monthly meetings and special meetings of the general membership. The members present at any properly announced meeting shall constitute a quorum. A majority of votes cast by the members in attendance at a meeting shall constitute the action of the members. (1) individual of a membership SECTION 4: Annual General Membersbip Meeting. There shall be an annual general membership meeting of the members of HSA to be conducted at its office located at 6490 Wiesner Way, Henderson, Nevada 89011, in Clark County, at 6:30p.m. on the first (P~ Monday of December of each year. During the annual meeting, voting members shall have the right to vote on the following matters: 1. Election of the Officers; 2. Election of the Board of Directors; 3. Transaction of such other business as may be brought before the meeting. SECTION 5: Quorum and voting for Amma! General. Membership Meeting. Only one(l) individual of a membership class, in good standing (current on dues, lease assessments, late fees, miscellaneous assessments, fines, miscellaneous fees, and not on probation), shall have one (1) vote at the annual general membership meeting. A quorum shall consist of fifty-one percent (5 J %) of the total eligible voting members. Voting at the annual general membership meeting shall be by mailed ballot or personal attendance. A majority of votes cast at the annual general membership meeting shall constitute the action of the members. ARTICLEvrn BOARD OF DIRECTORS SECTION 1: Genet'at Powers. The Board of Directors shall have full power and authority of the business and affairs of HSA. The directors shall not be allowed or paid any expenses incurred in attending any meeting of the board or membership, and shall not receive any salaries or compensation for their board services. SECTION 2: Number. Consistent with the Articles of Incorporation, the affairs of HSA shall be managed by a Board of Directors consisting of five (5) directors. The number of directors may only be changed by amendment of the bylaws of HSA. SECTION 3: Qualifications. Any member of HSA in good standing (current on dues, lease assessments, late fees, miscellaneous assessments, fines, miscellaneous fees, and not on probation) and having reached the age of eighteen (18) shall be eligible for election as a member of the Board of Directors. SECTION 4: Election and Term of Office. The members of the Board of Directors shall be elected by the voting members at the Annual General Membership Meeting held on the first (l SI) Monday of December of each year. A member of the Board of Directors may serve for more than one term. Director #2 and Director #4 shall be elected biannually in the even numbered year and their term shall begin on the first (1SI) day of the month of January of the odd numbered year immediately following the Annual General Membership Meeting at which they are elected. Director # 1, Director #3, and Director #5 shall be elected biannually in the odd numbered year and their term shall begin on the first (1 SI) day of the month of January of the even numbered year immediately following the Annual General Membership Meeting at which they are elected. Approved September 10, 2014 Page 6 of 12 SECTION 5: Resignation, termination, and absences. Resignation from the board shall be in writing and received by the Secretary. A board member shall be terminated from the board due to excessive absences, more than two unexcused absences in a row from board or membership meetings in a year. A board member may be removed for not maintaining good standing by a unanimous vote of the remaining directors at any regular or special board meeting of the directors called expressly for that purpose. SECTION 6: Vacancy. Vacancies on the Board of Directors shall be filled by an affirmative vote of a majority of the directors then in office at a regular or special meeting called for that purpose. The Board of Directors reserves the right to appoint any member that is in good standing ( current on all dues, lease assessments, late fees, miscellaneous assessments, fines, miscellaneous fees, and not on probation) to fill the vacant position. SECTION 7: Ouorum and !\Sion. At any meeting of the Board of Directors a majority of the directors then in office shall constitute a quorum. If a quorum is present, action is taken by a majority vote of the directors present, except as otherwise provided by these bylaws. Where the law or these bylaws requires a majority vote of the directors in office, sllch action is taken by that majority as required. SECTION 8: Proxies. There shall be no voting by proxy at any meeting of the Board of Directors. SECTION 9: Regular Meeting~ Regular meetings of the Board of Directors shall be held at HSA's principal office, or at another designated place, at a time as determined by the Board of Directors during the second and fourth week of each month. SECTION 10: Special Meetings. Special meetings of the Board of Directors may be called at the direction of the President or by a written notice fiied with the Secretary by one-third (1/3) of the directors then in office. Notice of special meetings of the Board of Directors shall be delivered to each director personally by telephone or by mail or by electronic mail or by fax not less than two (2) business days prior to said special meeting. SECTION 11: Executive Session of tile Board of Directors. An executive session of the board may be called by the President under the following circumstances: (a) on the advice of counsel, (b) to discuss current pending legal matters, (c) to consult with the auditors, (d) to discuss or act on personnel issues, or to address such matters as the board deems appropriate. At the option of the President, or upon majority vote of the directors, an executive session of the board may be called. Only members of the board are entitled to attend an executive session, but they may invite others to stay at the pleasure of the board. Board members may discuss the business conducted in an executive session only with other board members as directed by the President, persons present in the executive session by invitation of the President andlor board, and others upon advice of counsel. Those present shall be reminded that the executive session deliberations are confidential. The Executive Session should have its own set of minutes. These minutes should be clearly marked "executive session" and also marked "confidential." These minutes are only for the eyes of members of the body that met in executive session and any persons the body chooses to share them with. No individual member or group of members who are part of the body can independently determine to share these minutes with other people. The only way the minutes can be shared with other people is if, in a meeting, the body votes to share them with particular other people. SECTION 12: Alternative Meeting Venue. Any regular or special meeting of the Board of Directors may be held by telephone, telecommunications or electronic means, as long as all Board members can hear or read each other's communications during the meeting or all communications during the meeting are immediately transmitted to each participating director, and each participating director is Approved September 10, 2014 Page 7 of 12 able to immediately send messages to all other participating directors. All participating directors shall be informed that a meeting is taking place at which official business may be transacted. SECTION 13: Actin" by Consent. Any action required or permitted to the Board may be taken without a meeting if consent in writing, setting forth the be signed by all the directors. An Emergency Action Form must be signed and eight (48)-hours, filed at the HSA office, reported at the next meeting of the documented in the minutes. SECTION 14: Connicts of Intercst. be taken at a meeting of action to be taken, shall completed within fortyboard of directors and In the event that any board member has a conflict of interest that may limit his or her fair and impartial participation in board deliberations or decisions, such director shall inform the Board as to the circumstances of such conflict. If those circumstances require the nonparticipation of the affected director, the Board may nonetheless request from the director any appropriate non-confidential information which might influence its decisions. "Conflict of Interest," as referred to herein, shall include but shall not be limited to, any transaction by or with HSA in which a director has a direct or indirect personal interest, or any transaction in which a director is unable to exercise impartial judgment or otherwise act in the best interest of the HSA. No director shall cast a vote, nor take part in the final deliberation in any matter in which he or she, members of his or her immediate family or any organization to which such director has allegiance, has a vested interest that may be seen as competing with the interest of the HSA. Any director who believes he or she may have such a conflict of interest shall so notify the Board prior to deliberation on the matter in question, and the Board shall make the final determination as to whether any director has a conflict of interest in any matter. The minutes of the Board meeting shall reflect disclosure of any confl ict of interest and the recusal of the interested director. ARTICLE IX COMMITTEES SECTION 1: Committee Formation. Unless otherwise provided in the articles or bylaws, the Board of Directors may designate one or more committees which, to the extent provided in the bylaws or in the resolution or resolutions designating such committee or committees, have and may exercise the powers of the Board of Directors in the management of the business and affairs of HSA. The committee or committees may have such name or names as may be stated in the bylaws or as may be determined from time to time by resolution adopted by the Board of Directors. The President shall appoint all committee chairs. SEeTON 2: Finance Committee. The Treasurer is the chair of the Finance Committee, which includes three (3) board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plans, and the annual budget. The board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the board. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the board showing income, expenditures, and pending income. The financial records of the organization are public information and shall be made available to the membership, board members, and the public. SECTION 3: Audit Committee. The Archivist Director is the chair of the Audit Committee, which is comprised of three (3) members of HSA in good standing (current on dues, lease assessments, late fees, miscellaneous assessments, fines, miscellaneous fees, and not on probation). The committee is to perform an internal audit of the books and records of HSA and report their findings and recommendations to the Board of Directors. The Finance Committee Chair/Treasurer shall not be a member of the Audit Committee. Approved September 10, 2014 Page 8 of 12 SEeTON 4: Election Committee. The Election Committee shall consist of three (3) members that are in good standing (current on ail dues, lease assessments, late fees, miscellaneous assessments, fines, miscellaneous fees, and not on probation) and are not currently serving as a director or as an officer. The committee shall be responsible for soliciting and nominating directors and officers for election at the annual membership meeting. SECTION 5: Tabulation Committee. The tabulation committee shall consist of three (3) members that are in good standing (current on all dues, lease payments, late fees, assessments, fines, miscellaneous fees, and not on probation) and are not currently serving as a director or as an officer. The tabulation committee shall be selected at the first (1 SI) Board Meeting in November. This committee shall be responsible for the opening and tallying of the ballots during the election and voting process. SECTION 6: Other Committees and Tasli :Forces. The Board of Directors shall create and appoint members to committees and task forces as they shall deem appropriate. Such committees and task forces shall have the power and duties designated by the Board of Directors, and shall give advice and make non-binding recommendations to the board. SECTION 7: Terms. The term of a committee chair and committee members shall be one year. Chairs and members may be appointed to successive terms. SECTION 8: Limitations on the Powers of Committees. No committee may amend, alter or repeal the bylaws; elect, appoint or remove any member of any such committee or any Board of Director of HSA; amend or repeal the Articles of Incorporation, adopt a plan of merger or a plan of consolidation with another corporation or entity; authorize the sale, lease or exchange of any or ail the property and assets of HSA; authorize the voluntary dissolution of HSA or revoke proceedings therefor; adopt a plan for the distribution of the assets of HSA; or amend, alter or repeal any resolution of the Board of Directors unless it provides by its terms that it may be amended, altered or repealed by a committee. ARTICLE X OFFICERS SECTION 1: Officers and Qualifications. The officers of HSA shall consist of a President, Vice President, Treasurer, Secretary, and other such officers as the Board may appoint. These officers shall perform the duties as described within these bylaws. Any member ofHSA in good standing (current on dues, lease assessments, late fees, miscellaneous assessments, fines, miscellaneous fees, and not on probation) and having reach the age of eighteen (18) shall be eligible for election as an officer. The officers shall not be allowed or paid any expenses incurred in attending any meeting of the board or membership, and shall not receive any salaries or compensation for their services. SECTION 2: Election and Term of Office. The officers shall be elected by the voting members at the Annual Genera! Membership Meeting of the members on the first (I") Monday of December of each year. An officer may serve for more than one term. The President and Treasurer shall be elected biannually in the even numbered years and their term shall begin on the first (1 SI) day of the month of January of the odd numbered year immediately following the Annual General Membership Meeting at which they are elected. The Vice President and Secretary shall be elected biannually in the odd numbered years and their term shall begin on the first (l'~ day of the month of January of the even numbered year immediately following the Annual General Membership Meeting at which they are elected. SECTION 3: Removal and/or Resignation. Resignation of an officer shall be in writing and received by the Board of Directors. An officer shall be terminated due to excess absences, more than two (2) unexcused absences from board or membership meetings in a year. Approved September 10,2014 Page 9 of 12 SECTION 4: Vacancy. A vacancy in any office shall be filled by the Board of Directors not later than the first regular meeting of the Board of Directors following the meeting at which the vacancy was reported. The Board of Directors reserves the right to appoint any member that is in good standing (current on all dues, lease assessments, late fees, miscellaneous assessments, fines, miscellaneous fees, and not on probation) to fill the vacant officer's unexpired term by majority vote. SECTION 5: Other Officers. The Board of Directors shall appoint such other officers and agents as it shall deem necessary or desirable. They shall hold their offices for such terms and shall have such authority and perform such duties as shall be determined by the Board of Directors. SECTION 6: President. The President of HSA shall be the Chief Executive Officer and preside at all meetings of the Board of Directors and General Membership; shall see that the bylaws, operating rules, and building regulations of HSA are enforced; shall be a member ex-officio of any committees appointed by the Board of Directors; shall work in partnership with the Board of Directors to make sure board resolutions are carried out; shall assist the Board of Directors in preparing agenda for board meetings and general membership meetings; shall perform all other duties that may be prescribed by the Board of Directors; shall vote only in the instance of a tie vote by the Board of Directors, shall act as an alternate spokesperson for HSA and shall co-sign all checks with the Treasurer. The President shall also sign off on a biweekly expenditure report prepared by the Treasurer. SECTION 5: Vice-President. The Vice President of HSA shall preside in the absence of the President, and when so acting, shall have all the powers of the President; shall assist the President and perform such duties as prescribed by the President or by the Board of Directors; and shall succeed the President should the office be vacated prior to the annual election, and shall co-sign all checks if the Treasurer or President are not available. SECTION 6: Secretan'. The Secretary of HSA shall be directly responsible to the President for the operation and management of HSA. The Board of Directors may appoint an Assistant Secretary who shall have such powers and perform such duties as may be designated by the Secretary or by the Board of Directors. Duties of the Secretary shall include (a) keeping and maintaining for review the minutes of all HSA board meetings and membership meetings; (b) keeping on file all Committee Reports; (c) serving as custodian of all HSA records; (d) keeping and maintaining a current membership roster including names, addresses, phone numbers and elected positions of all members and their membership status; (e) preparing reports and correspondence as required by the President or Board of Directors; (1) notifying members of regular and special meetings in accordance with the bylaws of HSA; (g) collecting the mail and disbursing it to the appropriate officer a minimum of two (2) times per week; (11) turning in all collected funds to the Treasurer; (i) assuming responsibilities of the President in the absence of the President and Vice President; and G) any other duties as may be prescribed by the by Board of Directors. SECTION 7: Treasurer. The Treasurer shall be responsible for accounts receivable and accounts payable for HSA and shall be responsible for all HSA financial reports at all Board of Directors and General Membership Meetings. The Treasurer shall be responsible for (a) maintaining a complete and accurate account of all funds received and disbursed; (b) depositing all incoming funds in the name of HSA in such financial institutions accounts as shall be determined by the Board of Directors; (c) keeping accurate and complete books and records of accounts in accordance with procedures established by the Board of Directors and in compliance with governmental regulations and standard accounting principles; (d) making all books and records of HSA available for inspection by any director for any proper purpose at any reasonable time; (e) making the books and records available for review by Internal Audit Committee appointed annually by the Board of Directors; (1) keeping and maintaining HSA's checking accounts; (g) assuring that all financial reports, tax returns and other reports as needed are made available to the Board of Directors on a timely basis; and (h) working with the Board of Directors to prepare the annual budget for HSA All checks, drafts, refunds or order of payment of money, notes, or other Approved September 10,2014 Page 10 of 12 evidence of indebtedness issued in the name of HSA shall be signed by either the President or Treasurer; or by the Vice President if the President and Treasurer are not available. The Treasurer shall co-sign all checks with the President or Vice President if the President is not available. The Treasurer shall also prepare a biweekly expenditure report for presentation to the President, or Vice President jf the President is not available, for review and approval. The Treasurer shall give bond to HSA conditioned for the faithful performance of the above duties as Treasurer in the minimum amount of one hundred fifty thousand dollars ($150,000.00), with such security as shall be approved by the Board of Directors, with expense of such bond to be borne by the Treasurer and reimbursed by HSA. The Board of Directors may appoint an Assistant Treasurer who shall have such powers and perform such duties as may be designated by the Treasurer or by the Board of Directors. The Board of Directors shall require the Assistant Treasurer of HSA to give a bond to HSA in the minimum amount of one hundred fifty thousand dollars ($150,000.00), with such security as it shall approve, as conditioned for the faithful performance of their duties as Assistant Treasurer, the expense of such bond to be borne by the Assistant Treasurer and reimbursed by HSA. ARTICLE XI EXERCISE OF POWERS Al\lJ) PERFOR,.l\UNCE OF DUTIES SECTION 1: Exercise of Powers. Directors and officers shall exercise their powers in good faith and with a view to the interest of the HSA. Subject only to such limitations as may be provided by Chapter 82 of the Nevada Revised Statues, or the Articles of Incorporation of HSA, the Board of Directors has full control over the affairs of HSA. The Board of Directors shall establish the HSA Operating Rules and HSA Building Codes. These rules and codes cannot be changed except by unanimous vote of the entire Board of Directors. SECTION 2: Performance of Dutie~ In performing their respective duties, directors and officers are entitled to rely on information, opinions, reports, books of account or statements, including financial statements and other financial data that are prepared or presented by: 1. One or more directors, officers, employees of l-ISA reasonably believed to be reliable and competent in the matters prepared or presented; 2. Counsel, public accountants or other persons as to matters reasonably believed to be within the pre parer or presenter's professional or expert competence; 3. A committee upon which the person relying on the committee does not serve on the committee. The committee must be established in accordance with these bylaws as to matters within the committee's designated authority and matters on which the committee is reasonably believed to merit confidence. A director or officer is not entitled to rely on such information, opinions, reports, and books of account or statements if the director or officer has knowledge concerning the matter in question that would cause reliance thereon to be unwarranted. SECTION 3: Failure to Exercise Powers. A director or officer must not be found to have failed to exercise their powers in good faith and with a view to the interests of the HSA unless it is proved by clear and convincing evidence that the director or officer has not acted in good faith and in a manner reasonably believed by them to be with a view to the interest of the HSA. SECTION 4: Action Against Director or Officer. Except as otherwise provided in the Articles of Incorporation or Nevada Revised Statutes, no action may be brought against an officer or director of HSA based 011 any act or omission arising from failure in his or her official capacity to exercise due care regarding the management or operation of HSA, unless the act or omission involves intentional misconduct, fraud or Knowing violation of the law Approved September 10, 2014 Page 11 of 12 SECTION 5= The Directors shall have power to authorize and cause to be executed, mortgages, and liens without limit as to the amount upon the property and franchise of this Corporation, and pursuant to the affirmative vote of seventy-five percent (75%) of a quorum, either in person or by proxy, of the membership in good standing assembled in an annual or special meeting; the Directors shall have the authority to dispose in any manner of the personal property of the Corporation; the Directors may, upon affirmative vote of seventy-five percent (75%) of a quorum of the members in good standing assembled in an annual or special meeting, dispose in any manner of the real property of this Corporation. ARTICLE XII n~EMNIFICATION Unless otherwise prohibited by law, the HSA shall indemnify a director or officer or any former director or officer, and may, by resolution of the Board of Directors, indemnify any employee, against any and all expenses and liabilities incurred by them in connection with any claim, action, suit, or proceeding to which they are made a party by reason of being a director, officer, or employee. However, there shall be no indemnification in relation to matters as to which he or she shall be adjudged to be guilty of a criminal offense or liable to the HSA for damages arising out of his or her own gross negligence in the performance of a duty to the HSA. ARTICLE XlII PARLIAMENTARY ATJTHORlTY The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern HSA in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order HSA may adopt. ARTICLE XIV AMENDMENT OR REVISION OF BY -LAWS These bylaws may be amended or revised at any regular or special general membership meeting by a majority vote of a quorum of the membership in good standing, or a consent in writing signed by fifty-one percent (51 %) of the membership in good standing. KNOW ALL MEN BY THESE PRESENTS: That the undersigned, being the Officers and Directors of the HSA, do hereby consent to the foregoing bylaws and adopt the same as and for the bylaws of the HENDERSON SADDLE ASSOCIATION. Approved September 10, 2014 Page 12 of 12
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