Adopted November 1, 2010
BYLAWS OF The United States PRE Association (USPRE)
Section 1. Registered Office. The USPRE Association shall at all times maintain in the State of Florida registered agent, whose business office shall be the registered office of the Barron and Kogan CPAs, 12788 Forest Hill Blvd., Wellington, FL 33414.
Section 2. Other Offices. The USPRE Association may also have such other offices within or without the State of Michigan as the Board of Directors may, from time to time, designate, and as the business and affairs of the USPRE Association may require.
Section 1. Nature of Corporation. The USPRE Association is a nonprofit corporation formed under the Florida State Statutes which is organized and shall be operated in accordance with the meaning and provisions of Section 501(c)(3) of the Internal Revenue Code and the regulations issued thereunder.
Section 2. Primary Purposes. The USPRE Association is organized for the purposes set forth in its Articles of Incorporation which are filed with the State of Florida, which are:
a. To celebrate and promote the Pure Spanish Horse (P.R.E.);
b. Maintain cordial relations with and adhere to the regulations of the Spanish P.R.E Stud Book as managed by its regulating authority in Spain;
c. Promote among its members and to the public a better understanding of P.R.E. horsemanship with emphasis on Dressage;
d. Promote good sportsmanship among THE USPRE ASSOCIATION members, friends and other organizations;
e. Sponsor competitions and other activities for the purpose of furthering the art of P.R.E dressage and other educational activities at the local, state and national levels;
f. Organize public P.R.E. exhibitions and clinics
g. Stimulate the publicity and improvement of the “Pura Raza Espanola” (PRE) horse; together with all other matters necessary or convenient to further the interests of the P.R.E. breed
Membership in the USPRE ASSOCIATION shall be open to anyone interested in and willing to work to support its purposes, regardless of age, sex, race, religion or national origin.
Section 1. Members of the USPRE ASSOCIATION shall be admitted, retained and expelled in accordance with such rules and regulations as the Board of Directors may, from time to time, adopt. In all matters governed by the vote of the Board of Directors.
Section 2. The regular annual meeting of the members shall be held at such time and place as may be established by the Board of Directors for the purpose of the transaction of business as may be brought before the meeting. Prior notice to members of any annual, regular or special meeting of members may be given by written notice to members sent at least thirty (30) days prior to the scheduled meeting either (1) by separate written notice, or (2) contained in a conspicuous place in a16 regularly published official membership communication. Notice shall be deemed to be delivered when the separate written notice or the membership communication containing such notice shall be deposited in the United States mail, addressed to the member at the current address as it appears on the records of THE USPRE ASSOCIATION, with postage pre-paid.
Section 3. Special meetings of the USPRE ASSOCIATION members may be held at such time and place as may be designated in the notice, whenever called in writing by direction of the President or by a majority of the Board of Directors, or by notice signed by not less than twenty (20 %) percent of the members then in good standing. Notice of each special meeting, indicating briefly the object or objects thereof, shall be given in the same manner as provided with respect to notice of annual meetings.
Section 4. At any meeting of the members held in accordance with the foregoing provisions as to notice, the members attending such meeting shall constitute a quorum for all purposes unless the representation of a larger number should be required by law. To exercise voting privileges, a member must be a member in good standing and physically present at a meeting, which privilege cannot be delegated by proxy.
Section 5. Any officer of THE USPRE ASSOCIATION may call the meeting of the members to order and may act as chairman of such meeting, precedence being given as follows: President, Vice President, Executive Director and the Treasurer. In the absence of all such officers, members present may elect a chairman. The Executive Director of the USPRE ASSOCIATION shall act as Secretary of all meetings of the members, but in his absence, the Directors may appoint any person to act as secretary of the meeting.
Section 6. Whenever in these Bylaws the term member or members shall be used, unless otherwise specified, it shall mean a member or members having the right to vote.
Section 7. Classes of Membership, Privileges & Obligations
a. Full Membership. A full member of the USPRE ASSOCIATION shall enjoy all rights and obligations through his/her right to vote on all appropriate matters of policy and by participating in all activities of the Association.
b. Associate Membership. All associate members of the USPRE ASSOCIATION shall be active members, enjoying all rights, but having restricted privileges and obligations of membership.
c. Membership Dues. The Board of Directors shall annually establish the dues structure for THE USPRE ASSOCIATION. Membership dues are payable on or before January 1st of each year.
d. Membership in the THE USPRE ASSOCIATION shall constitute a pledge to abide by and be bound by the by-laws then in force and that thereafter be adopted by the rules and regulations established from time to time by the Board of Directors.
e. Membership meetings shall be scheduled by the Board of Directors for the purpose of presenting programs of interest and to conduct such business as deemed necessary. If a quorum is not available for the advertised vote, that vote shall be decided by the Board of Directors at their next meeting.
BOARD OF DIRECTORS
Section 1. General Powers. The Board of Directors shall have the general power to manage and control the affairs and property of theUnited States PRE Association, and shall have full power, by majority vote, to adopt rules and regulations governing the action of the Board of Directors.
It is a privilege, not a right to serve on the Board of Directors. Throughout his/her tenure, a Director must (1) remain an THE USPRE ASSOCIATION member is good standing, (2) adhere to THE USPRE ASSOCIATION rules and regulations pertaining to membership conduct and (3) conduct themselves in an exemplary manner such as to favorably reflect on the Board of Directors and THE USPRE ASSOCIATION. A Director’s conduct is subject to continual review, and a Director’s service on the Board of Directors may be terminated or rejected by the Board of Directors for cause detrimental to the interest of the USPRE ASSOCIATION its programs, policies, objectives and harmonious relationship of its members.
(a) Past Presidents. All Past Presidents of the USPRE ASSOCIATION shall have lifetime tenure on the Board of Directors;
(b) Directors Emeriti. The Board of Directors shall contain a category of Director Emeritus, in recognition of the individual who has, in the past, served THE USPRE ASSOCIATION faithfully as an Elected Director, Honorary Director or International Appointed Director which category shall be designated with lifetime tenure, on the following basis: The individual who has reached the age of 70 years, having served the previous ten (10) consecutive years as an Elected Director, Honorary or Appointed International Director. Upon reaching his/her 70th birthday, he/she will continue as an Elected Director, Honorary Director or International Appointed Director until the next annual meeting, whereupon he/she will automatically be elevated to Director Emeritus, thereby, creating a vacancy to be filled by either the (1) election of an Elected Director or International District Director in his/her Representative District or International District subject to the Annual Allocation or (2) the appointment of an Appointed International Director subject to Article III Section 1(f ). Directors Emeriti will be awarded life membership in the USPRE ASSOCIATION.
(c) International Directors. Each officially recognized international affiliate shall appoint one Appointed International Director, whose term shall be for two years and thereafter until his/her successor is appointed. The current president of the international affiliate shall certify in writing to THE USPRE ASSOCIATION Executive Director his/her board’s appointment at least thirty (30) days prior to the annual meeting of the Board of Directors. Appointed International Directors shall be domiciled in the country that his/her international affiliate represents by actual residence therein, having the intent to make it his/her permanent home. To be eligible to become an Appointed International Director, an individual shall have been a member in good standing of the USPRE ASSOCIATION.
(d) Advisory Board. Advisors to the USPRE ASSOCIATION will be nominated at the sole discretion of the Board and will serve for a term of one (1) year. Advisors are not eligible to vote.
That in accordance with the mission statement of the USPRE ASSOCIATION, Elected Directors, Appointed Honorary Directors, International Directors and Advisors are expected to assist in the provision of beneficial services for its members. These services should enhance and encourage P.R.E. ownership and participation.
Section 2. Number, Election, and Term of Office. The Board of Directors shall consist of no less than five (5), and no more than ten (10) members. Directors need not be residents of the State of Florida. Election to the Board of Directors shall be by majority vote of the members of the Board of Directors, which shall occur, except in the case of filling vacancies, at each annual meeting thereof. Each Director shall hold office for a term of three (3) years and thereafter until his successor is elected and qualified.
Section 3. In case of any vacancy in the Board of Directors by death, resignation, disqualification, increase in number or other cause, the President, with the advice and consent of the Executive Committee, shall appoint a qualified successor to serve until the next general election of Directors at an annual meeting of members. In cases of any increase in the number of Directors, the additional Directors shall be elected by the Directors then in office and shall serve as such until the election and qualification of their successors by the members.
Section 4. The regular annual meeting of the Board of Directors shall be immediately following the annual open member’s meeting, and no notice shall be required for any such regular meeting of the Board. The Board, by rule, may provide for other regular meetings at stated times and places.
Section 5. A majority of the number of Directors shall constitute a quorum for the transaction of business, but if at any meeting of the Board there may be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum shall be present.
Section 6. The Board of Directors shall have the power and authority to make, amend, repeal and enforce such rules and regulations, not contrary to law or the Certificate of Incorporation or these Bylaws, as they may deem expedient concerning the conduct, management and activities of the USPRE ASSOCIATION, the admission, classification, qualification, suspension and expulsion of members, removal of officers, the rules and regulations governing the procedure of such suspension and expulsion and removal, the fixing and collecting of dues and fees, registration, expenditures of money, auditing of books and records, awarding of championships, conducting of shows, contests, exhibitions, clinics, sales and social functions and other details relating to the general purposes of the USPRE ASSOCIATION, all, however, subject to revision or amendment by the members at any regular or special meeting of the members, provided written notice of intention of any rule or regulation shall have been mailed to all members at least 30 days in advance of the meeting.
Section 7. The Board of Directors, from time to time, may create and empower other committees, general or special.
Section 1. There is hereby created a Management Committee consisting of the President, Vice President, Executive Director and one additional Board member. It is the responsibility of the management committee to oversee all matters relating to the internal and external operations of the The USPRE ASSOCIATION.
Section 2. The President and Vice President shall fill all vacancies in the Committee occurring between annual meetings of THE USPRE ASSOCIATION.
Section 3. The Management Committee shall meet whenever and wherever called by direction of the President, Vice President or two members of the Committee acting jointly, of which meeting the Executive Director shall give five (5) days written notice, but such notice may be waived by any member.
Section 4. The Committee may act, without convening in meeting, by written resolution signed by all members thereof and duly entered in THE USPRE ASSOCIATION records. At all meetings of the Committee, three members shall constitute a quorum.
Elective Officers & Duties
Section 1. Officers: The officers of THE USPRE ASSOCIATION shall be the President, Vice President, Executive Director and such other officers as may be authorized from time to time by the Board of Directors, who shall be elected by the Board of Directors. Such officers shall hold office for the period of three years, which appointments may be renewed by the Board of Directors for successive three year periods.
Section 2. President: The President shall be the chief executive officer of THE USPRE ASSOCIATION and shall preside at all meetings of the Board of Directors. He shall see that the Bylaws, rules and regulations of THE USPRE ASSOCIATION are enforced, and shall perform all other duties that may be prescribed from time to time by the Board of Directors. He shall be ex officio member of all committees.
Section 3. Vice President(s): The Board of Directors of the USPRE Association may appoint up to two (2) Vice Presidents, who will share the responsibilities described herein.The Vice President(s) shall be the chief operating & financial officers of THE USPRE ASSOCIATION and, in the absence of the President, the Vice President(s) shall have the powers and perform the duties of the President and such other duties as may be prescribed by the Board of Directors.
Section 12. Resignation; Removal.
(a) A Director may resign from the Board of Directors at any time by giving notice of his resignation in writing addressed to the President or Secretary of theUSPRE Associationor by presenting his written resignation at an annual, regular, or special meeting of the Board of Directors.
(b) Except as otherwise provided by law, at any meeting of the Board of Directors called expressly for that purpose, any Director may be removed, with or without cause, by the vote of a majority of the Directors then in office.
EXECUTIVE DIRECTOR & TREASURER
Section 1. In addition to the officers named in Article VI, Section 1, there shall be the appointive offices of Executive Director and Treasurer of THE USPRE ASSOCIATION. These offices shall be filled by the Executive Committee by appointment of qualified individuals, the term of such appointment to be for a period of no greater than three years, with provision for termination of appointment for cause, which appointment may be renewed by the Executive Committee for successive three year periods. Other provisions of said appointment, shall be on such terms as the Executive Committee, at its discretion, may determine. The offices of Executive Director and Treasurer may be held by the same person.
Section 2. Duties of Executive Director & Treasurer
(a) Executive Director: The Executive Director and, pursuant to direction of the Executive Committee, shall implement the actions, decisions and directions of the Board of Directors and Executive Committee; and shall manage THE USPRE ASSOCIATION’s physical facilities and personnel.
(b) Secretary. He/She shall keep the minutes of all membership and Directors meetings. He/She shall be the custodian for the safekeeping of all documents and records of THE USPRE ASSOCIATION… He shall collect all monies due THE USPRE ASSOCIATION and turn the same over to the Treasurer. He/She shall edit and compile He shall make a report of his office to the Board of Directors when demanded and to the annual membership meeting, and shall perform such other duties as may be prescribed by the Board of Directors from time to time.
(c)Treasurer: The Treasurer shall receive the money turned over to him by the Executive Director and all other money. He shall disburse the same only upon itemized demands and upon the order of the Executive Committee. He shall account for all of the same by itemized statements in detail to each annual meeting of the members and to the Board of Directors when demanded. Also, he shall submit to the Executive Committee, at the first meeting following the annual meeting of the members, a detailed budget of the proposed and anticipated expenditures for the forthcoming fiscal year of THE USPRE ASSOCIATION. Upon approval of this said budget, or its modification, it becomes binding upon the officers of THE USPRE ASSOCIATION and cannot be exceeded in the total amount set forth by more than 10 percent without a majority vote of the Executive Committee.
Section 3. Surety Bonds: The Executive Director and the Treasurer and all other officers or employees of THE USPRE ASSOCIATION who may handle any funds of THE USPRE ASSOCIATION shall give a surety bond to be furnished at the expense of THE USPRE ASSOCIATION for the faithful discharge of his or her duties, if so required by the Executive Committee.
Section 4. Auditing of Accounts: THE USPRE ASSOCIATION shall conduct its affairs on the fiscal year basis, to begin January 1 and end December 31. An annual commercial auditing of the accounts of the Executive Director and the Treasurer shall be made by a certified public accountant at the close of each fiscal year and shall be reported at the next annual meeting of the members following the close of such fiscal year. Such accountant shall be a disinterested person and not a member of THE USPRE ASSOCIATION.
CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section 1. Contracts. The Board of Directors may authorize any Officer or Officers, agent or agents of THE USPRE ASSOCIATION in addition to or in place of the Officers so authorized by the Bylaws, to enter into a contract or execute and deliver any instrument or document in the name and on behalf of the USPRE ASSOCIATIONand such authority may be general or confined to specific instances.
Section 2. Checks, Drafts, and Similar Documents. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the USPRE Association, shall be signed by such Officer or Officers and/or agent or agents of the USPRE ASSOCIATION and in such manner as shall from time to time be determined by resolution of the Board of Directors.
Section 3. Deposits. All funds of the USPRE ASSOCIATION shall be deposited from time to time to the credit of USPRE ASSOCIATION in such banks, trust companies or other depositories as the Board of Directors may select.
Section 4. Gifts and Contributions. The Board of Directors may accept on behalf of the USPRE ASSOCIATION any contribution, gift, bequest, or devise for the general purposes or for any special purpose of theUSPRE ASSOCIATION. Such contributions, gifts, bequests, or devises shall be in conformity with the laws of the United States, the State of Floridaand any other relevant jurisdiction.
BOOKS AND RECORDS
The USPRE ASSOCIATIONshall keep correct and complete books and records of account and also shall keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors.
The fiscal year of USPRE Associationshall begin on the first day of January and end on the last day of December in each year.
WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of the law of the USPRE ASSOCIATIONor under the provisions of the Articles of Incorporation or the Bylaws of the USPRE ASSOCIATION a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
AMENDMENTS TO BYLAWS
The Bylaws may be altered, amended or repealed and new Bylaws may be adopted by majority vote of the Board of Directors present at any annual, regular or special meeting, if at least fifteen (15) days written notice is given of intention to alter, amend or repeal the Bylaws or to adopt new Bylaws at such meeting.
THE USPRE ASSOCIATION shall indemnify and hold harmless any Officer, Director, Past President, Director Emeritus, Honorary Vice President and employee of THE USPRE ASSOCIATION, their personal representatives and heirs, against reasonable legal expense, judgments and expense of settlement that THE USPRE ASSOCIATION previously approved, actually and reasonably 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 THE USPRE ASSOCIATION in the transaction from which legal liability arose, which was official THE USPRE ASSOCIATION business, except in relation to matters as to which he shall have been guilty of negligence or misconduct in respect of the matter in which indemnity is sought. To preserve this right of indemnity, such person shall immediately notify THE USPRE ASSOCIATION of such actual or threatened litigation, whereupon THE USPRE ASSOCIATION shall have the right to direct defense thereof, including, but not limited to, selection of counsel, and direction of settlement negotiations, with the privilege of consent to the selection of counsel to be allowed the indemnified which consent will not be unreasonably withheld.