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CONSTITUTION AND BY-LAWS
OF
ALAMO PALOMINO EXHIBITOR'S
ASSOCIATION
Adopted by the General Membership Feb.
25, 2006
ARTICLE I
NAME, PURPOSE,
AND INCORPORATION
Section 1. Name: This
Association shall be known as the ALAMO PALOMINO EXHIBITOR'S
ASSOCIATION, hereafter known as ALPEA. It shall be
incorporated as a non-profit organization in accordance with
the laws of the State of Texas.
Section 2. Purpose: This
association is organized for the purpose of promoting the
Palomino Horse. It shall promote the showing of the Palomino
Horse in PHBA shows, and to generally strive to upgrade the
Palomino breed.
Section
3. Location: The home office, principal place of
business and legal address of ALPEA shall be the same as the
current President. ALPEA shall cover an area
approximately 100 miles North of Austin, West to EI Paso,
East to Victoria, and South through the Rio Grand Valley.
Section 4. Corporate Seal:
The corporate seal of the ALPEA shall have inscribed thereon
the name of the association and the words "Corporate Seal".
Section 5. Capitol Stock: There shall be no capitol
stock in lieu of stock certificates, written evidence of
membership shall be issued to each member, and shall be
signed by the President and attested to by the Secretary,
with the corporate seal affixed.
Section 6. Fiscal Year: The fiscal year of this
association shall be January 1 to December 31, inclusive.
ARTICLE II
MEMBERSHIP
Section 1. Qualifications:
All persons, firms, partnerships, or organizations
interested in the development of the Palomino Horse may
become members of this association. The initial membership
fee shall be five dollars ($5.00). Each applicant must be in
good standing with PHBA and/or ALPEA. For all voting
purposes only one vote is allotted to each "membership" and
only one individual .in a "membership" may serve in any
elected position. All memberships must be in good standing
for a period of 60 days to vote in ALPEA elections, and for
a period of 60 days to vote on other issues.
Section 2. Delinquency: A
member shall be delinquent if his/her annual dues are not
paid by the membership’s expiration date, and forfeits all
privileges of membership.
Section 3. Transfer of Membership:
Membership in the ALPEA is transferable between members of
the same family, or partners in the same company. The fee
for transfer of membership shall be one dollar ($1.00).
Section 4. Ultimate Authority: The ultimate authority
of the ALPEA is in the membership, who alone shall be able
to amend its by-laws and to whom its Board of Directors
shall be accountable.
Section 5. Disciplinary Procedures: The Officers and
Board of Directors shall act as the disciplinary committee
for the ALPEA. The disciplinary procedures followed shall be
the same as the disciplinary procedures outlined in the PHBA
handbook. Any person(s) suspended by PHBA shall also be
suspended by ALPEA.
Section 6. ALPEA Lifetime Memberships: An ALPEA
adult individual lifetime membership cost $50 per
membership.
Section 7. Honorary Lifetime
Memberships: Honorary Lifetime Memberships and
Directors may be named by the Board of Directors for
outstanding service and dedication the ALPEA.
Section 8. Written Notice:
Written notification for any and all ALPEA issues, events,
business, etc. shall be via USPS mail, electronic mail
(e-mail), AND/OR web site postings.
ARTICLE III
DIRECTORS AND
OFFICERS
Section 1. Directors: The
Board of Directors shall consist of one Director for the
charter plus one for each twenty-five (25) members or major
fraction thereof as of record on December 31 of the year
preceding the next annual meeting. The Board shall be
elected by the ALPEA membership. The Board shall consist of
the duly elected President, Vice-President, Secretary,
Treasurer, Parliamentarian, Sergeant-At-Arms, President of
ALPEA-A, Vice President ALPEA-A, and Past President.
The term of office of all officers and directors shall be
from January 1 through December 31 of the subsequent fiscal
year following the election of officers and directors. The
election must be held within one year of the last election.
ALPEA must be the major affiliate of anyone serving as an
officer or director.
Section 2. Qualifications:
All Officers and Directors of ALPEA shall be members in good
standing of PHBA/ALPEA, and shall have demonstrated their
commitment to both ALPEA and the Palomino Horse. All
Officers and Directors shall have been a member of ALPEA for
a period of one (1) year prior to their term in office.
Section 3. Authority: The
Board of Directors shall have the authority to conduct the
affairs of the ALPEA in accordance with the By-laws for
promotion of the Palomino Horse. The Board of Directors
shall not obligate the ALPEA to any expenditure, which would
cause a debt carry-over at the end of the fiscal year
without a two-thirds majority vote of the membership.
Section 4. Officers: The
membership shall elect annually the following officers:
President, Vice-President, Secretary, and Treasurer,
Parliamentarian, and Sergeant-At-Arms. The office of
Secretary and Treasurer may be held by the same person.
Also elected shall be six (6) vice-presidents to serve as
chairpersons of the following committees: (1) Show (2)
Youth (3) Public Relations (4) Special Events (5) Non-PHBA
Open Shows and Membership (6) Futurity. The elected
officers shall serve a term of one year but may succeed
themselves at the next election.
Section 5. Authority of Officers:
The chief executive officer shall be the President, who
shall have the specific duties of carrying out programs
approved by the membership and the Board of Directors - and
have the general supervision of the affairs of the
Association.
The Vice-President shall be
available to assume the office of Presidency should the seat
become vacant. He/She shall also perform duties as delegated
by the President.
The Secretary shall keep
the record of minutes of each meeting. He/She shall also
write and keep record of all correspondence and shall be
responsible for notification of meetings and be the
ex-officio secretary of all committees.
The
Treasurer shall have general lawful responsibility for the
financial affairs of the association as directed by lawful
action of the membership, including collection and receipt
of funds, deposits in banks or other insured financial
institutions, and withdrawal of such funds. He/She shall be
bonded in his performance of duties and the cost shall be
paid by ALPEA. He/She shall report to the annual meetings on
the financial position and review the past year's financial
operations, and assist the Directors in anticipating the
financial needs and preparation of the budget for the coming
year.
The Parliamentarian shall be
thoroughly familiar with the ALPEA By-laws and Roberts Rules
of Order, Revised. He/She shall determine the legitimacy of
any procedural question arising during the conducting of
ALPEA business at all meetings. He/She shall keep the Board
of Directors and members on task in accordance with the
agenda.
The Sergeant-At-Arms shall maintain
order at all meetings and functions of ALPEA and has the
authority, at the request of the President or presiding
officer, to remove any disruptive person(s) in attendance at
these meetings or functions. He /She may, or may not utilize
the local law enforcement agencies when such action is
deemed necessary and appropriate.
Section 6. Attendance: All
Officers and Directors must attend at least three (3)
meeting per year. The Board of Directors may decide by a
two-thirds majority to remove any Officer or Director who
has missed two (2) consecutive meetings without cause. The
Secretary of ALPEA will then notify said member in writing
of the decision of the Board of Directors.
Section 7. Vacancies In Offices: Any vacancy on the
ALPEA Board of Directors shall be filled by an appointment
by the President, and approved by the members of the Board
of Directors.
ARTICLE IV
MEETING AND
METHOD OF VOTING
Section 1. Membership Meetings:
There shall be two annual membership meetings of the ALPEA
each year at a time and place designated by the Board of
Directors. The purpose of these meetings shall be: (I) to
seat the new Officers and Directors of ALPEA and to
formalize plans, goals, and objectives for the current
fiscal year and shall be held in January of each year. (2)
The second membership meeting shall be for the purpose of
electing a new set of Officers by December 31 of each year.
Fifteen (15) days written notice shall be given by the
Secretary of ALPEA for annual meetings. In addition to
the two annual membership meetings , all routine monthly
board meetings shall be open for all ALPEA members - with
speaking privileges, as well as voting privileges as
outlined in Art. II.
Section 2. Board of Directors
Meeting: There shall be annual meetings of the Board
of Directors immediately following the annual membership
meetings. Special meetings by the Board of Directors may be
called by the President of the ALPEA. All special meetings
must conform to the requirements as to location and
notification as set forth in Section I, Article IV above. A
quorum shall be three Board Of Directors (BoD) or six BoD
and officers combined..
Section 3. Committee Meetings: Any Chairman of anyone
of the committees shall call a special meeting through the
office of the President. Such meetings shall have ten (10)
days notice.
Section 4.
Procedure: Wherever not otherwise specified by the
By-laws, Roberts Rules Of Order, Revised will be the final
authority on procedure.
ARTICLE V
AMENDING BY
-LAWS
Section 1. Notice: Any member
of the ALPEA or Board of Directors member may propose an
amendment to the By-laws of the ALPEA by submitting such
amendment to the Secretary in writing no less than thirty
(30) days before the next membership meeting at which time
the amendment shall be voted on.
Section 2. Voting and Effective Date
of Amendments: Amendments to the by-laws shall be
voted only by the membership by a two-thirds majority vote
of the total qualified voters present and voting as outlined
in the methods of voting set forth in Section I, Article II.
Any amendment passed at the membership meeting shall take
effect immediately.
Article VI
INDEMNIFICATION
ALPEA
shall indemnify and hold harmless any officer, director, of
Director At Large of ALPEA legal expenses, judgment, and
expenses of settlement which ALPEA approves actually and
reasonable incurred in connection with an actual or
threatened legal proceeding, if such person acted legally,
in good faith, and was duly authorized to act on behalf of
ALPEA in the transaction from which legal liability arose
which was official ALPEA business (except in relation to
matters in which he/she shall have been guilty of negligence
or misconduct, or in violation of the By-laws in respect to
the matter in which indemnity is sought).
Article VII
SEVERABILITY
If any section of any part of these By-laws or the
application thereof to any person or circumstance is held
invalid, such invalidity does not affect the validity of the
other sections, parts, or applications of the By-laws -
which can be given effect without the invalid section of any
part; And, to this end, the provisions of these By-laws are
several.
Article VIII
DISSOLUTION
Upon the dissolution of the Association, the Board of
Directors shall, - after paying or making provisions for the
payment of all of the liabilities of the association -
dispose of all assets of the Association in such manner, or
to such organization(s) organized and operated exclusively
for charitable, education, religious, or scientific purposes
as shall at the time qualify as an exempt organization(s)
under section 501 (c) (3) of the Internal Revenue Code of
1954 (or the corresponding provisions of any future United
States Internal Revenue Law), as the Board of Directors
shall determine. Any such asset not so disposed of shall be
disposed of by the District Court of the county in which the
principal office of the association is then located,
exclusively for such purposes or to such organization(s) as
said Court shall determine which are organized and operated
exclusively for such purposes.
Last Revised
Feb. 25, 2006 |
