CONSTITUTION AND BY-LAWS OF THE ALABAMA PALOMINO EXHIBITORS ASSOCIATION

As amended January, 2005

Article I Name, Purpose, Location, Incorporation

Section 1. Name:

This Affiliate Palomino Association hereinafter referred to, as APA shall be called the Alabama Palomino Exhibitors Association.  The official four letter abbreviation shall be APEA.

Section 2.

The APEA is a non-profit corporation chartered under the laws of the state of Alabama.

Section 3. Purpose

                This APEA is organized for the purpose of promoting, stimulating interest and providing means for improving the Palomino Horse and further the interest of its members through cooperation and collaboration with the Palomino Horse Breeders of America, Inc. (PHBA).

Section 4.

                There shall be no capital stock, and in lieu thereof, written evidence of membership shall be given to each member upon payment of current dues.

Section 5 - Location:

                The APEA shall encompass the area or state of Alabama.

Section 6:

                The fiscal year shall be January 1 to December 31.

Article II Membership:

Section 1 - Membership:

                The membership shall consist of persons, firms, partnerships, ranches, and organizations that are interested in the purpose and objectives of this APA and PHBA.  Concurrent membership in PHBA and the APEA is required.  Proof of membership is considered to be the APEA designation on the membership card issued by PHBA or by membership lists provided by the PHBA to the officers of the APA. 

Section 2 - Membership Types:

                Regular memberships and multiple memberships within a family shall include membership in both this APA and PHBA.  The membership fee and dues of such APA shall not exceed those of PHBA.  Membership fees are due and payable on or before January 1 of each year and paid directly to PHBA, 15253 East Skelly Drive, Tulsa, OK  74116-2637, (918) 438-1234.

Section 3:

                Membership is required within this APA and PHBA to hold an elected office.

Section 4 - Associate memberships:

                Associate memberships will be available to out-or state residents for certain benefits, limited to year-end awards.

Article III APA Officers, PHBA Directors, Elections

Section 1 - Officers:

                The APA Executive Committee shall be the following officers: President, two Vice- President(s), Secretary, and Treasurer, who shall be elected by the members of the APA.  Officers may be nominated from the floor at the yearly membership meeting and the officers shall serve for a period of one year and until their successors are elected. These officers will not succeed themselves more than three years, thus limiting an officer to four consecutive terms.  The President, Secretary, and Treasurer must all be from separate households.

Section 2- Duties and Power of the Officers:

a)      President:  The President shall be the chief executive officer of the APA and shall have general direction and charge of the conduct and operation of the APA, subject to the authority of the Board of Directors.  The President shall have the authority to execute all documents of every nature on the APA’S behalf, and shall see that all directives and resolutions of the board of directors are carried into effect.  She/He shall preside as chairman at all meetings of the members and of the Board of Directors.  Contracted personnel for shows (e.g., show secretary, ring stewards) serve at the discretion of the President, with the approval of the Executive Committee.  

b)      Vice president(s): In the absence or inability to act of the President, the Vice President(s), in the order of their designation, shall perform the duties of the President.  They shall perform such duties as may be assigned by the President or Board of Directors.

c)      Secretary:  The Secretary shall be directly responsible to the President for the operation and management of the business of office.  The Secretary shall keep a record of the minutes of the APA meetings, state and federal government documents, or any other reports that may be required, and conduct the correspondence of the APA.  The Secretary shall give notice of all regular and special meetings to the members of the APA, Board of Directors, or Executive Committee.  The Secretary shall keep a record of all the members and their addresses.

d)      Treasurer:  The Treasurer shall collect, hold and disburse, under the direction of the APA Board of Directors, all monies of the APA, keep books or accounts, submit a statement of accounts at regular meetings, exhibit a full account of receipts and disbursements during the past fiscal year and file all required local, state, and federal tax reports.  The Treasurer shall prepare an annual budget, and have the records audited annually by a third-party disinterested person.

e)      Secretary/Treasurer:  The Secretary/Treasurer office may be combined into one office if desired by the APA membership.

Section 3 -PHBA National and PHBA Alternate National Directors:

                At the annual meeting there shall be PHBA National Directors and an equal number of PHBA Alternate National Directors elected to represent this APA at PHBA meetings.  Each National Director and Alternate National Director shall be a member of PHBA and this APA.  PHBA National directors and PHBA Alternate National directors shall be nominated from the floor at the yearly membership meeting and the officers shall serve for a period of one (1) year and until their successors are elected and qualified.

Section 4:

                The term of office shall begin January 1 of each year and end December 31^st or until their successors are elected.

Section 5 - Vacancies:

                A Vacancy in the Executive Committee or the Board of Directors shall be filled at a regular meeting.  A member shall hold office for the un-expired term of his predecessor or until his successor is elected.  The Board of Directors may appoint a person to fill a vacancy in the Executive Committee as interim until elections can be held.  

Section 6 - Fidelity Bond:

                All officers or members of the APA, who may be handling any of the funds of the APA, shall be bonded at the expense of the APA for the faithful discharge of his/her duties.

Article IV APA Board of Directors

Section 1- Power of the Board of Directors:

                The business and property of the club shall be managed and controlled by the board of directors and the Executive Committee hereinafter created and empowered.  Members of the Board of Directors and the Executive Committee may succeed themselves in office but each person must be elected and re-elected individually.

Section 2 - Number of APA directors:

                The Board of Directors shall consist of at least five members who are regular members of the APA and PHBA.

Section 3  Officers of the APA:

                The President (in the absence of the President, then one of the Vice Presidents) shall serve as Chairman of the Board, voting only to break a tie.  The Secretary of the APA shall serve as Secretary of the Board.  If the Secretary is unavailable for the meeting, the Chairman shall appoint an acting Secretary for that meeting.

Section 4 - Term of Office:

                The Board of Directors shall serve for one year beginning January 1 following their election or until their successors are elected.

Section 5:

                The Board of Directors shall make no financial commitments extending beyond their term of office or leave a deficit to be assumed by successors, except in contractual obligations deemed fiscally in the best interest of the APA, i.e. show grounds, judges, etc.

Article V Executive Committee

Section 1:

                The Executive Committee shall consist of the President, Immediate Past President, two Vice Presidents, Secretary and Treasurer of the Association.  This committee shall serve as the hearing committee for all disciplinary actions and shall also serve as a planning committee to allow for a smoother flow of business and goals between incoming and outgoing Presidents.  The Executive Committee shall manage the affairs of the association under the scope of the Board of Directors.  The powers of the Executive Committee may be limited by the Board of Directors as it deems necessary.

Article VI Committees

Section 1:

               Committees: The President shall submit the establishment and the membership of a committee to the Board of Directors as the need arises.  The President shall be an exofficio member of all committees.  Reports from each committee shall be submitted to the Secretary. 

Section 2:

                Members of all committees shall be members of this APA.  The duties of all committees shall be such as may be delegated by the President and subject to the authority and approval of the Board of Directors.

Article VII Meetings

Section 1 - Notice of Meetings: 

                The Secretary shall give notice of the annual and/or regular meetings.  The notice shall be mailed, postage prepaid, to the last known address of each member in good standing of the APA at least thirty (30) days prior to the meeting, stating time, date and location thereof. Meeting notices are authorized to be called by the President, by a majority of the Executive Committee, or upon a petition signed by 20 or more APA regular members (petition to be delivered to the Secretary).

Section 2 - Special Meetings:

                The Secretary shall give notice of special meetings.  The notice shall be mailed, postage prepaid, to the last known address of each member in good standing of the APA at least thirty (30) days prior to the meeting, stating time, date and location thereof.  Notice of each special meeting shall briefly indicate the subjects or matters of discussion.  Special meetings shall be called by the President or, in his/her absence, a majority of the Executive Committee.

Section 3 - Quorum:

                The members present at any properly called meeting shall be deemed a quorum for that meeting, except for meetings to revise these bylaws, which require 25 members to be present. 

Section 4 - Voting Privileges:

                For all voting purposes, only one vote is allotted to each membership and two votes for a joint membership.  For the annual meeting, each member whose dues were paid on or before ninety days (90) of the meeting or sixtydays (60) prior to a special meeting may vote.

Article VIII Amendments

Section 1. 

Final and ultimate authority rests with the members of the APA. Amendments may be made to these By-Laws upon approval of a majority vote of the members of the APA and the approval of the PHBA Board of Directors, providing such amendment (s) have been furnished in writing to the members a minimum of fifteen-days (15) prior to such meeting. 

Article IX Rules

Section 1.

The Board of Directors and/or the Executive Committee is responsible for issuing rules for the APA, which are consistent with these By-Laws.  The rules, if any, shall be published and distributed to each new member of the APA and to existing members upon their request of same.

Section 2.

Published rules should include, but are not limited to, classes to be offered, rules concerning circuit high points, rules concerning year-end high points, rates for entry fees and show expenses, fees for Associate Memberships.

Article X Section 1.  

Robert's Rules of Order-Newly-Revised shall prevail wherever not otherwise provided herein.

Article XI Disciplinary Procedure

Section 1:

                The provisions for disciplinary procedure for PHBA General Rules shall be utilized for disciplining members of this APA.  Specifically Violations; Disciplinary Procedure; Suspension; General Notice Procedure; Attorney Fees; Litigation Agreement; where applicable the APA name will be in exchange for PHBA.

Section 2:

                Any person who shall accept the privileges extended by the APA, including participation in any activities shall be deemed to have given his/her consent of the provisions relating to disciplinary procedures and all other provisions of these By-Laws.

Section 3:

                This APA automatically suspends any person suspended by the PHBA. 

Article XII Indemnification

Section 1. 

Each director, officer, and committee person of said APA shall be indemnified by the APA against all costs, expenses, and liabilities reasonably incurred by him/her in connection with, or resulting from, any action, suit, or proceeding to which he/she may be make a party by reason of his/her being or having been a director, officer, or committee person of the APA, except in relation to matters which shall have been occasioned by the willful misconduct or dishonesty of such an officer, director or committee person.  The foregoing indemnification shall cover amounts paid in settlement of any such action, suit, proceeding when such settlement appears to be of the interest in the APA.  The foregoing shall be in addition to any other rights to which such directors, officers, or committee person may be entitled as a matter of law.

Article XIII Sever ability

                If any section of any part of these By-Laws or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect the other sections, parts, or applications of these By-Laws which can be given effect without the invalid section of any part, and to this the provisions of these By-Laws are sever able.

Article XIV Dissolution

                Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provisions for the payment of all the liabilities of the corporation, dispose of all the assets of the corporation exclusively to such organization(s) organized and operated exclusively for agricultural purposes as shall at the time qualify as exempt organization (s) under Section 501.c (5) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future US Internal Revenue Law), as the Board of Directors shall determine.  The Palomino Horse Breeders of America, Inc. Scholarship Fund, Tulsa, OK is to be given the right of first refusal if the Board of Directors does not specify organizations to receive the assets.