Bylaws2011

CORPORATION BYLAWS OF
CENTRAL TEXAS EVENTING ASSOCIATION

ARTICLE I
Title, Objects, Location, Corporate Seal

    1. Title: This Association shall be known as the CENTRAL TEXAS EVENTING ASSOCIATION, INC., and shall at all times be operated and conducted as a non-profit association in accordance with the laws of the State of Texas, providing for such organizations and by which it shall acquire all such rights as granted to associations of this kind.

    2. Objects: The education relative to, and the promotion and sponsorship of, Eventing (as defined by the United States Eventing Association at all levels, to include not only organizational aspects, but also the actual training and development of both horse and rider.

    3. Place of Business: The principal place of business shall be San Antonio, Bexar County, Texas, but its members or officers may be residents of any state, territory, or country, and business may be carried on at any place convenient to such members or officials as may be participating.

    4. Corporate Seal: The seal of the Association shall be in charge of the Secretary and shall be in the form impressed hereon immediately below:

ARTICLE II
Chapters

    1. It is the policy of the Association to encourage and recognize the establishment of the local Chapters which have the objective of furthering the purpose of this Association through local meetings and sponsorship of educational activities and/or competition relating to eventing.

    2. A Chapter must have a minimum of five (5) members, and every Chapter shall be a member of the Association. Each Chapter shall furnish the Association with a current roster of Chapter membership by January 30 of each calendar year and shall present the names of their elected officers for publication at the annual business meeting of the Association.

    3. A Chapter may apply for formal recognition by informing the Association President of the Chapter’s name and its proposed area of jurisdiction, and by providing copies of its Constitution, Bylaws, and current membership roster. Acceptance of the Chapter shall by determined by majority votes of the Directors of the Association.

ARTICLE III
Members

    1. Members of the Association shall by 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 members, each member in good standing shall be entitled to one vote.

    2. The regular annual meeting of the members shall by held at such time and place as may be fixed by resolution of the Board of Directors for the purpose of electing directors and for the transaction of such other business as may be brought before the meeting. Notice of the annual meeting shall be given by mailing written notice stating the time and place of such meeting to each member’s last known address as it appears in the Association’s records not less than fifteen (15) days prior to the date of such meeting.

    3. Special meetings of the 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.

    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 physically present at a meeting, or delegate such voting privilege by means of a duly executed written proxy.

    5. Any officer of the 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, Secretary, and Treasurer. In the absence of all such officers, members present may elect a chairman

    The Secretary of the Association shall act as Secretary of all meetings of the members but in his/her absence the Directors may appoint any person to act as Secretary of the meeting.

    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. Each type of membership shall be entitled to one vote.

ARTICLE IV
Directors

    1. The business and property of the Association shall be managed and controlled by the Board of Directors.

    The number of elected Directors will be five (5) up to one hundred (100) members, at which time two (2) more Directors will be added for each additional one hundred (100) members. Each Director shall serve for a term of two (2) years. Of the Directors, the even number closest to one-half (1/2) of the total shall be elected in even years and the remainder in odd years.

    2. In case of any vacancy in the Board of Directors by death, resignation, disqualification, increase in number, or other cause, the remaining Directors by affirmative vote of a majority thereof may elect a successor.

    3. The regular annual meeting of the Board of Directors shall be held immediately following the annual members’ 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, of which no notice shall be required.

    4. Special meetings of the Board of Directors shall be held whenever called by direction of the President or by two-thirds of the Directors for the time being in office.

    The Secretary shall give notice of each special meeting by mailing or telephoning the same to each Director at least fifteen (15) days before the meeting; such notice may be waived by any Director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.

    At any meeting at which every Director may be present, even though without any notice, any business may be transacted.

    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.

    6. At meetings of the Board of Directors, business shall be transacted in such order as the Board of Directors may determine.

    7. The written contracts of the Association shall be executed on behalf of the Association by the President or Vice-President and attested by the Secretary-Treasurer and the corporate seal.

    8. At the regular annual meeting of the Board of Directors, the Board shall proceed to the election of officers of the Association.

    9. 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 of these Bylaws, as they may deem expedient concerning the conduct, management and activities of the 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, regulations, the expenditures of money, the auditing of books and records, the awarding of championships, the conducting of shows, contests, exhibitions, sales and social functions and other details relating to the general purposes of the 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 by any member to move the revision or specified amendment of any rule or regulation shall have been mailed to all members at least thirty (30) days in advance of the meeting.

10. The Business and Property of the Association shall be managed and controlled by the Board of Directors (the “Board”).

    The number of elected Directors will be five (5) up to one hundred (100) members, at which time 2 more Directors will be added for each additional one hundred (100) members. The Board shall be divided into two classes. Class A shall consist of one (1) Junior Board Member. A “Junior Board Member” shall be a person under the age of 18 on December 1 of the membership year following the election of such member. If no such person meeting the definition of Junior Board Member is a candidate for election, the Class A Director may be any other person. The Class A Director shall serve for a term of one (1) year. If the Class A Director shall resign or otherwise cease to fill such position, the successor Class A Director shall be a Junior Board Member who shall be elected in accordance with Section 2 of this Article IV. If no such person meeting the definition of Junior Board Member is a candidate for election, the Class A Director may be any other person. Class B shall consist of the remaining number of Directors. No more than one (1) Junior Board Member may be a Class B Director. Class B Directors shall serve for a term of two (2) years. Of the Class B Directors, the even number closest to one-half (1/2) of the total shall be elected in even years and the remainder in odd years.

Junior Board members shall be members at-large and shall not hold positions as Officers of the Association.

With respect to a CTEA Family Membership, only one member of a family may be a candidate for or serve on the Board of Directors. If a family member of a candidate is a director, or if more than one member of a family is a candidate for Director, at least one candidate must be an individual member.

ARTICLE V
Elective Officers and Duties

    1. Officers: The elective officers of the Association shall be the President, Vice-President and Secretary –Treasurer, 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, and such officers shall hold office for the period of one (1) year and until their successors are elected and qualified.

    2. President: The President shall be the chief executive officer of the Association and shall preside at all meetings of the Board of Directors. He shall see that Bylaws, rules and regulations of the 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.

    3. Vice-President: In the absence of the President, the Vice-President shall have the powers and shall perform the duties of the President and such other duties as may be prescribed by the Board of Directors.

    4. Secretary: The Secretary shall keep the minutes of all membership and directors meetings. He shall be the custodian for the safekeeping of all documents and records of the Association. He shall be the ex officio secretary of all committees appointed by the President or Board of Directors. He shall make a report of the secretarial office to the Board of Directors when demanded and to all annual membership meetings, and shall perform such other duties as may be prescribed by the Board of Directors from time to time.

    5. Treasurer: The Treasurer shall collect all monies due to the Association. He shall disburse the same only upon itemized demands and upon the order of the Board of Directors. He shall account for all 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 cause to be submitted to the annual meeting of the members, a detailed budget of the proposed and anticipated expenditures for the forthcoming calendar year of the Association. Upon approval of this said budget, or its modification, it becomes binding upon the officers of the Association and cannot be exceeded in the total amount set forth by more than ten (10) percent without a majority vote of the Board of Directors.

    6. Membership/Points Chairman/: The Membership/Points Chairman shall track all points earned by members towards annual awards within the association, local, state, and national awards. Also, keep track of paid memberships and member information.

    7. Auditing of Accounts: This Association shall conduct its affairs on the calendar year basis, same to begin January 1 and ending on December 31.

8. As regards the CTEA Board of Directors, and service as an Officer of the organization:

Professional equestrians shall be permitted to be either elected or appointed to the Board, and to serve as Officers, with the following restrictions.
•    At no time shall more than one-half of the Board be professional equestrians.
•    At no time shall more than one professional employed by the same barn or trainer or owner be permitted to serve simultaneously.
•    At no time shall both the President and the Vice-President be professionals.

ARTICLE VI
Amendments

The Board of Directors shall have the power to make, amend and repeal the Bylaws of the Association by vote of the majority of the Directors at any regular or special meeting of the Board, subject to the right of the members to rescind or amend any such Bylaws in the same manner as provided in Section 9, Article III for the revision or the amendment of rules and regulations.

ARTICLE VII
Dissolution

In the event of liquidation or dissolution of this organization, no monies shall revert to the benefit of any member, officer or director. Such funds shall inure to the benefit of the United States Eventing Association or its successor, the USEF, or some other non-profit organization involved in equestrian activities, to be determined by the Board of Directors at the time of dissolution.

a. All monetary assets, subsequent to payment of any debts outstanding, will be donated to the United States Eventing Association.

b. All material (non-monetary) assets will be publicly advertised for sale, with the proceeds thereof to be donated to the USEA.

c. In the event that no reasonable offer of purchase is received for certain material assets, these properties will be donated to any Dressage Society, Pony Club or Eventing Association found to be deserving, in need, and within a reasonable shipping distance. Determination of the beneficiaries will be made by the Board of Directors, with final approval residing with the remaining general membership, by secret ballot. Shipping costs will be paid by the beneficiaries.

ARTICLE VIII
Membership Rules and Regulation

    1. Membership shall not be limited to natural persons, but may include corporations, firms, institutions of learning, executors, administrators, and trustees. Membership cards and proper receipts shall be issued upon acceptance of fees.

    2. Membership in the Association is a privilege, not a right, application for which shall be made on forms and by fees and procedures prescribed from time to time by the Association. Membership, or application therefore, may be terminated or rejected by the Board of Directors for cause detrimental to the interest of the Association, its programs, policies, objectives, and harmonious relationship of its members, as determined by the Board. Termination or application rejection proceedings under this paragraph shall be conducted under the Association’s disciplinary procedure for notice, hearing and temporary suspension. The effect of termination or rejection may be denial of the privileges of the Association as set forth in the Association’s disciplinary procedures.

    3. The annual fee for the membership shall be established by the Board of Directors. This fee shall be due and payable on January 1 of each year and shall be considered delinquent if not paid within thirty (30) days thereafter. Notice to the members of fees payable shall be sent to members at their last known address not less than thirty (30) days prior to the end of the calendar year.

    4. When an annual membership becomes delinquent, the membership can be reinstated by simply paying the current year’s dues. There is no penalty for reinstatement.

5. Annual membership dues will be reappraised on an annual basis, to allow for rising operating and postal costs. For the upcoming membership year, dues for Individual Membership will be $35. Family Membership rates will be $45. Persons who joined CTEA in September through November of the current year will be allowed to retain their memberships through the following November, at no additional charge.

6. As regards the CTEA Membership and High-Point Awards Year:

a. The membership and High-Point Awards Year for the CTEA will be December 1 through November 30 of the following calendar year.

b. Any points earned by a given horse and rider in approved events scheduled after November 30th will be credited toward the following Awards year.

7. As regards CTEA High-Point Awards, the divisions will follow USEA divisions: Prelim Rider and Horse, Training Rider and Horse, Novice Rider and Horse, Beginner Novice Rider and Horse. Professionals are not eligible for awards in Novice and Beginner Novice categories.

ARTICLE IX
Disciplinary Procedure

    1. Any member may be disciplined, suspended, or expelled from the Association and any member or non-member may be denied any or all privileges of the Association by the Board Directors, whenever it shall have been established by satisfactory evidence that such member or non-member had violated any pertinent rule of the Association.

    2. USA Equestrian rules regarding use of drugs will be followed.

    3. Whenever anyone shall be accused of any violation, he shall be given not less than fifteen (15) days notice of a time and place for hearing such accusation by the Board of Directors or by an appropriate committee, at which time and place he shall have the opportunity, in person, or by counsel, to be heard and to present evidence in his own behalf and to hear and refute evidence offered against him.

    4. The decision and action of such Committee shall be final and binding on all parties.