NCMA - Bylaws

(Old Version)

By-Laws of the North Central Morgan Association, Inc.

Article I -- Name

The name of this corporation is the North Central Morgan Association, Incorporated.

Article II -- Object

The purpose of this corporation is to promote the Morgan Horse; to perpetuate the emulation of the Morgan Horse; to sponsor and promote private, public, or social activities and endeavors fostering good horsemanship, pride in ownership, and enjoyment of Morgan Horses.

Article III -- Membership

Sec. 1. Membership in this Corporation shall be open to any individual or any family group who owns a Morgan Horse, or has interest in the Morgan Horse.

Sec. 2. The Corporation shall issue the following classes of membership:
(a) Individual Membership: defined as any individual person;
(b) Family Group Membership: defined as not more than two generations and comprised of a father and/or mother and all of their children who have not yet attained the age of 18 years. A person who has attained this age must apply for a seperate membership, either for himself or herself as an individual, or, if said person has established a new family group, for his or her new family group.
(c) Junior Membership (non-voting): defined as a person under 18 whose parents are not members of this corporation.

Sec. 3. The Membership fee shall be an annual dues as follows:

(a) Individual Membership
$20.00
(b) Family Group Membership
$20.00
(c) Junior Membership
$ 4.00

Sec. 4. These dues shall be payable on January 1st of each year such individual or family group desires to be a member of this Corporation.

Sec. 5. Membership shall terminate the last day of December of each year and if a member does not renew his or her membership by payment of the subsequent year's annual dues within 60 days thereafter, such member shall be dropped from the rolls.

Sec. 6. Application for membership shall be made in writing to the Treasurer, who will add the name of the member the corporation's membership roll and who will issue a membership card to such applicant, which card shall show that dues have been paid and shall bear date of expiration of membership.

Article IV -- Officers

Sec. 1. The Officers of the corporation shall be a President, Vice-President, Secretary, and Treasurer.

Sec. 2. The Directors of the corporation shall be two (2) members elected at large and seven (7) members, one elected by each District as defined hereafter.

Sec. 3. The Executive Committee of the corporation shall consist of the current Officers and Directors of the corporation.

Article V -- Elections

Sec. 1. The Officers shall be elected at the annual meeting by the general membership and shall serve for a period of one year or until their successors are elected.

Sec. 2. The At-Large Directors shall be elected at the annual meeting by the general membership and shall serve for a period of one year or until their successors are elected.

Sec. 3. The District Directors and their Alternates shall be elected at a meeting of their District prior to the annual meeting of the corporation. They shall serve for a period of two years or until their successors are elected. Directors from odd numbered districts shall be elected in odd numbered years, and directors from even numbered districts shall be elected in even numbered years.

Sec. 4. If, by the annual meeting of the corporation, any district has not yet elected a District Director and Alternate, the general membership shall at that time elect a member at large to fill that position. A director or alternate so elected shall serve for a period of two years, just as if they had been elected by the district.

Article VI -- Districts

The following districts shall be used for electing the District Directors of the corporation:
# 1
the Northwest District, being a district bounded on the east by Highway 59 and on the south by Highway 12;
# 2
the Southwest District, being a district bounded on the east by Highway 59 and on the north by Highway 12;
# 3
the North Central District, being a district bounded on the west by Highway 59, on the east by the Wisconsin border, and on the south by Highway 12 and Districts No. 6 and No. 7 as described hereinafter;
# 4
the South Central District, being a district bounded on the west by Highway 59, on the east by the Wisconsin border, and on the north by Highway 12 and Districts No. 6 and No. 7 as described hereinafter;
# 5
Wisconsin;
# 6
the Twin Cities--West District, being a district bounded on the east by Interstate 35 running south out of downtown Minneapolis and Highway 65 running north out of downtown Minneapolis, on the west by Highway 25, on the north by Highway 95, and on the south by Highway 19;
# 7
the Twin Cities--East District, being a district bounded on the west by Interstate 35 running south out of downtown Minneapolis and Highway 65 running north out of downtown Minneapolis, on the east by the Wisconsin border, on the north by Highway 95, and on the south by Highway 19.

Article VII -- Duties of Officers

Sec. 1. The President shall preside at all meetings of the corporation; shall act as chair of the Executive Committee; shall appoint all Committees as required, shall call special meetings of the corporation and of the Executive Committee; and shall perform all other duties usually assigned to this office.

Sec. 2. The Vice-President shall, in the absence of or inability of the President, perform all of the duties of the office of President.

Sec. 3. The Secretary shall conduct general correspondence of the corporation, shall send all notices of meetings of the corporation and Executive Committee; and shall record the minutes of all such meetings upon the book of records of the corporation.

Sec. 4. The Treasurer shall receive and keep records of all monies, debts, obligations, etc. of the Corporation; shall have the authority to sign checks and make disbursments from time to time upon a majority vote of the Executive Committee for the purpose of meeting the financial obligations of the corporation; and shall render a complete financial report at each annual meeting.

Sec. 5. The Executive Committee shall have and exercise the management of the current and ordinary business of the Corporation. It shall devise ways and means to achieve the objects of the Corporation.

Article VIII -- Vacancies in Elected Offices

Sec. 1. An Alternate shall take the position of the District Director if:
(a) that Director is elected to another office;
(b) that Director leaves the area;
(c) that Director wishes to be relieved of their duties for any reason.

Sec. 2. When a vacancy occurs in any elected office, prior to the normal expiration at the annual meeting, from any cause whatsoever, the Executive Committee shall appoint a member to serve in that position until the next annual election.

Article IX -- Annual Meetings of the Corporation Membership

Sec. 1. The annual meeting of the corporation shall be held in November at a location approved by the Executive Committee.

Sec. 2. Notice of the annual meeting shall be sent in writing to all members in good standing 30 days prior to the date of the meeting. This notice shall include the date, hour, place, and, in the case of special meetings, the agenda of the meeting.

Sec. 3. Each individual or family membership shall be entitled to one vote at all corporation meetings. The member may be represented by proxy by any officer or other member in good standing upon presentation to the Secretary of authorization in writing and signed by the absent member.

Sec. 4. Special meetings may be held from time to time upon the call by the President or a majority of the Executive Committee. Written notice shall be sent to all members in good standing not less than 10 days prior to the date of such meeting.

Sec. 5. The order of business shall be:

  1. Reading of the minutes of the previous meeting;
  2. Report of the Secretary;
  3. Report of the Treasurer;
  4. Report of the Executive Committee;
  5. Reading of Communications;
  6. Unfinished Business;
  7. New Business;
  8. Election and Installation of Officers;

Sec. 6. The conduct of business shall be: No person shall talk on any given item of business or resolution for more than two minutes unless this limitation on time shall be waived by resolution of the membership. (This resolution may be waived by a simple majority vote of the members present.)

Article X -- Meetings of the

Executive Committee

Sec. 1. Meetings of the Executive Committee may be held from time to time upon call by the President or by request of the majority of this committee.

Sec. 2. Members of this committee shall be notified in writing, by telephone, or in person at least 24 hours before the time of the meeting. This notice shall include the date, hour, place, and, in the case of special meetings, the agenda of the meeting.

Sec. 3. Each member of the Executive Committee shall be entitled to one vote at every meeting of the Executive Committee where the member is present; except that:
(a) Alternates shall vote only in the absence of their Director;
(b) the President shall vote only to break a tie vote.

Sec. 4. A quorum shall consist of five members of the Executive Committee present and voting in person.

Article XI -- Committees

Sec. 1. The President may appoint from time to time such standing committees as may be authorized by vote of the corporation, except as otherwise provided herein.

Sec. 2. All Committees shall make full reports of their activities at the annual meeting.

Sec. 3. Nominating Committee:

  1. The Executive Committee shall elect from within its membership a committee composed of three (3) of its members to serve as a nominating committee.
  2. The nominating committee shall select a slate of candidates for offices to submit to the corporation membership.
  3. The selection of the slate of candidates shall be made not less than 30 days prior to the date set of the annual meeting.
  4. The Secretary shall send with the notice of the annual meeting an official Ballot to the membership.
  5. The nominating committee shall request from each candidate a short statement and shall publish such statement unchanged to the membership prior to the annual meeting.
  6. The selection of a slate of candidates by the nominating committee shall not preclude write-in nominations of additional candidates.

Article XII -- Amendments

Sec. 1. Any of the by-laws may be amended, repealed or changed by a vote of a majority of the members represented in person or by proxy at any annual of special meeting of the Corporation; provided that the proposed amendment, repeal, or change was specifically stated in the notice of the meeting sent to the members.

Sec. 2. A proposed amendment, repeal, or change of the by-laws shall be included in the meeting notice and placed on the agenda of the corporation meeting if a majority of the Executive Committee votes to do so; or if 10% of the membership of the corporation petitions the Secretary to do so.

Article XIII -- Ballot by Mail

The Corporation shall have the right to take a ballot of its members on any Corporate business by mail, provided that ballots are mailed to the membership as a whole immediately following the resolution of the Board of Directors directing a submission of such matter to the membership for mail balloting and provided further that at least 20% of the entire membership of the corporation shall remit, by mail, their ballots duly marked within 30 days of the date of mailing the ballots to the membership.

Article XIV -- Effective Date

These by-laws shall be deemed to be effective for all purposes as of April 1, 1989; and shall entirely supersede and replace any and all other by-laws that may previously have been in effect for this corporation.
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Last updated on May 06, 1997
t-bonham@scc.net