Amended And Restated Bylaws Of Mid-America Horse Show Association, Inc.

ARTICLE II PURPOSE
The purpose of the Association is to organize, promote and administer equestrian shows and competitions as a means to support and develop amateur athletes for national competition; promote an environment for members to fully realize their capabilities and enjoy their investments with American Saddlebreds, Road Horses and Ponies; to promote the proper and humane care of horses; to foster public interest in equestrian events, and to carry on all activities in furtherance thereof.

ARTICLE III MEMBERSHIP
Membership in the Association shall be open to persons or organizations in the following categories:

• Junior Member: Any person 17 years of age and under.
• Senior Member: Any person 18 years of age and over.
• Family Membership: All members of immediate family, including students and unmarried children under age 25 living at home.
• Business Membership: Use of commercial name.
• Horse Show Member: Any horse show served by the Association.

ARTICLE IV FEES
The Board of Directors shall establish and publish a list of dues for each classification of membership and shall establish and publish a list of fees for each classification of horse show desiring to be affiliated with this Association.

ARTICLE V - OFFICERS, DIRECTORS, AND ADVISORS

1. There shall be a President, a First Vice President, a Second Vice President, and a Secretary / Treasurer, who shall be Directors. There shall be ten additional Directors. The President shall not serve more than three (3) annual terms in succession. The immediate past President shall be an Ex-Officio Director until a new past President succeeds him or her.
   
   
2. On each January 1 st, the ten Directors who are not Officers shall have unexpired terms of office as follows: three Directors for three years; three Directors for two years; and four Directors for one year. The Directors who are Officers shall serve for one year. A Director or Officer whose term has expired shall nonetheless continue to serve until his or her successor is duly elected and qualified. The Directors and Officers shall be elected to fill expiring terms in the manner provided in Article VII.
   
   
3. The President shall appoint an advisory board of consultants.
   
   
4. A Director may resign by giving written notice to the President, the Secretary, or the Board of Directors. A Director may be removed for cause by the affirmative vote of a majority of the Directors then in office present and voting at a meeting of the Board of Director at which a quorum is present. Any vacancy shall be filled by the Board of Directors in the manner provided in Section 7.8.
   
   
5. Any Director, Officer or Advisor who misses two (2) meetings in succession without notification to the President or the Secretary may forfeit office.
   
   

ARTICLE VI - DUTIES OF THE OFFICERS AND DIRECTORS

1. The President shall preside at all meetings of the Association and of the Board of Directors. The President shall be the principal executive officer of the Association and, subject to the control and direction of the Directors, shall be in charge of the business and the affairs of the Association.
   
   
2. The First Vice President, and in his or her absence the Second Vice President, shall perform all duties of the President in the absence or inability of the President. In the planned absence of the President, the President shall appoint a President Pro-tem.
3. The Secretary / Treasurer shall be custodian of the records of the Association and shall cause:

   Notice to be given of all meetings of the Board of Directors,
   Taking of minutes of such meetings,
   And maintaining all records of the Association.
   

   The Secretary / Treasurer shall be responsible for overseeing the duties of an Executive Secretary, if any, hired by the Association.
   
   
4. The Secretary/ Treasurer shall be the principal accounting and financial officer of the Association, shall have charge of all monies of the Association, and shall oversee the collection of all dues, payment of all expenses, and keeping records of all receipts and expenditures. The Secretary/Treasurer shall give a written report of the same at the annual meeting of the Board of Directors and shall sign and file all necessary Federal and State forms.
   
   
5. The President shall appoint an Executive Committee consisting of the Officers and at least one other Director. The executive committee shall have the authority to act on behalf of the full Board of Directors between regularly scheduled meetings when necessary. Complete minutes shall be kept of all such meetings and sent to all Board members within ten days.

   Standing Committees shall be as follows:

   Horse Show Advisory Committee
   Membership/points Committee
   Publications
   Nominating (see section 7.1)
   

   The President may appoint other committees for such purposes as delegated by the President. The President shall appoint the Chairperson of any and all committees and shall specify the duties of each Chairperson.
   
   
6. The Board of Directors shall have the general power to:
   1. Control and manage the affairs, funds, and property of the Association.
   2. Disburse the monies of the Association and dispose of its property in fulfillment of its purposes and goals, provided however that the fundamental and basic purpose of the Association shall not thereby be amended or changed, and provided further, that the Board of Directors shall not permit any part of the net earnings or capital of the Association to inure to the benefit of any member of the Board of Directors.
   3. Establish and publish all competition rules for "A" and "B" rated shows operating under this Association's affiliation, and rules used to determine year end trophies.

   No action or activity may be taken by the Board of Directors, it's officers or any employee that would in anyway prevent this Association from qualification (or continuing to qualify) as an organization as defined by the Internal Revenue Code.

   No substantial activity or finances of the Association shall be used to influence legislation or candidate for public office.

   The Association may not accumulate its income in amounts deemed in excess of reasonable amounts for operations of its

   goals and purpose allowing for operation of current or subsequent year. Any action may be taken at a meeting of the Board of Directors, or a committee thereof, or may be taken without a meeting if a consent in writing setting forth the Action so taken is signed by all Directors entitled to vote with respect to the subject matter thereof.

   
   
   

1. On or before March 1, the President shall appoint a nominating committee consisting of three (3) members of the Board of Directors. The nominating committee appointments shall be approved by a majority vote of the members of the Board of Directors present at the March meeting.
2. All nominees who are to be considered for election as a Director and an Officer shall be current members of the Association.
3. It shall be the duty of the nominating committee to select a slate of nominees for election as Directors and Officers to fill expiring terms.
4. At the October meeting of the Board of Directors, the following actions shall be taken:
   1. The nominating committee shall present its slate after obtaining the consent of each nominee to serve, if elected. The slate must be approved by a majority vote of those Board members present.
   2. The Secretary/Treasurer shall cause to be mailed to the eligible membership (see Section 7.5) by October 20 the slate of directors and officers approved by the Board along with instructions for making additional nominations for directors and officers (see Section 7.6).
   
   
   
5. To be eligible to designate additional nominees and to vote for directors and officers, dues for the current year must be paid to the Secretary/Treasurer not later than July 1 of that year. Senior members, life members, family membership, and business membership will have one vote. The latter two shall be voted by the person named on the membership card. Horse show members and junior members are not eligible to vote.
   
   
6. Additional nominations for up to four directors (including officers) may be made by any ten eligible members by submitting a proposal in writing to the designee of the Secretary/Treasurer, together with the written consent of such nominee(s). Such nominee(s) must meet the qualifications under Section 7.2, and the nomination(s) must be postmarked by November 1. If no additional nominations are received, the slate is considered accepted and the nominees take office on January 1 and continue in office for the specified term.
   
   
7. If additional nominations are made, the President shall appoint a Ballot Committee to supervise the election process. The Ballot Committee shall consist of one member of the Board and two members at large. At the November Board meeting the President shall present the Ballot Committee selections, which must be approved by a majority vote of those Board members present. The President shall have prepared ballots, containing the names of nominees arranged alphabetically and including brief biographical information on each nominee. A small blank envelope along with a larger envelope identified as the MAHSA Ballot Envelope, shall be supplied with each ballot. The reverse side of the larger Ballot envelope shall have the eligible voter's name typed or printed on it and shall provide a space for the voter's signature. The front side of the envelope shall be addressed to the Ballot Committee Chairperson and marked "Ballot Enclosed." The ballot will instruct the voter to seal the marked ballot in the smaller envelope and place this envelope in the larger MAHSA Ballot envelope. The back of the larger MAHSA Ballot envelope must be signed and dated before mailing. The ballot shall state that the ballot will not be counted unless the MAHSA Ballot envelope is signed by the eligible voting member.

   The ballots will be mailed to all eligible members by November 25. Voting will be mailed ballot only, and the ballot must be returned to the Chairperson of the Ballot Committee; and be postmarked by December 10. The Ballot Committee Chairperson shall hold the ballots in their sealed postmarked envelopes for counting by the entire Ballot Committee.

   The results of the election shall be announced in the next Board Notes. The ballots shall be retained until January 1 and then destroyed. The Officers and Directors shall take office on January 1 and continue in office for the specified term
   
   

8. Any vacancy or vacancies created on the Board or of an Officer by resignation, death, removal, or lack of attendance shall be reported to the Board of Directors at the next meeting after the vacancy occurs. Any Board member may propose a nominee to fill a vacancy by submitting a proposal in writing to the President for such nomination, together with a resume of the person(s). The President shall submit these names at the following Board meeting to be voted upon individually by the Board of Directors by written ballot. The nominees must be approved by a majority of those Board members present at a meeting at which a quorum is present.
   
   

1. The annual meeting of the Board of Directors shall be held each year on such day and at such time and place as the Board of Directors may designate. Notice of the Annual Meeting shall be sent via first class mail to all Directors at least five days prior to such meeting.
   
   
2. Other meetings may be called at the discretion of the Board of Directors. Notice shall be given to the Directors at least five days prior to the meeting; such notice shall be either via first class mail, electronic mail, or by fax.
   
   

ARTICLE X- FINANCES

1. The Treasurer shall cause the deposit of all funds of the Association in one or more financial institutions to be named by the Board of Directors. Funds in excess of current needs shall be deposited in interest bearing accounts. No single financial institution shall have at any time more than $100,000.00 of Association funds.
   
   
2. Each year, the President may appoint an outside auditor to make a thorough review of all financial transactions and report its findings to the Board of Directors.
   
   
3. At the beginning of each fiscal year, the President shall prepare or cause to be prepared a budget of estimated income and estimated expenditures for the year for consideration by the Board of Directors.
   
   

ARTICLE XII- FISCAL YEAR
The fiscal year shall be from January 1 to December 31, inclusive.

ARTICLE XIII- AMENDMENTS
These bylaws and rules and the Articles of Incorporation may be amended or repealed or changed at any meeting of the Board of Directors by a two-thirds vote of Directors in office provided such action is included in the notice of the meeting at which the vote is taken. Any amendment may provide for the dissolution of the Association. Interpretation of these by-laws and rules are to be referred to the Board of Directors for decision. Any procedure not prescribed by these by laws shall be governed by the latest edition of Roberts Rules of Order, revised.

ARTICLE XIV DISSOLUTION
In the event of liquidation, dissolution, termination or winding up of the Association (whether voluntary, involuntary or by decision of law), after all liabilities of the Association have been satisfied, the Board of Directors shall dispose of all remaining assets of the organization to only organizations which have obtained the same classification under the current Internal Revenue Code. This shall be accomplished within six (6) months of said dissolution.