Click here for the WCHA Bylaws in Adobe Acrobat PDF format.
Click here for the proposed bylaw amendments dated December 18, 2012 in Adobe Acrobat PDF format.
Bylaws of the World Conformation Horse Association (WCHA)
World Conformation Horse Association shall be a non-profit organization exempt under section 501 (c) (6) of the internal revenue service.
We strive to preserve and promote the value of correct conformation in the equine industry.
We believe that correct conformation serves as the foundation to the horse’s ability to successfully perform in any discipline.
We are committed to protecting, preserving, and promoting the conformation standard of the horse and constantly pursuing growth in our industry.
Section 2. Membership Terms, Obligations and Rights. Membership shall be open to any person of any state or country interested in promoting the conformation horse. The Board of Directors may deny membership to anyone deemed to be of not good character and reputation.
Any person having joined this association shall thereby become subject to the rules and bylaws then in force or later adopted by the association, and shall be subject to discipline, fines, suspension or expulsion from the organization as provided in these bylaws and rules. Any expelled member may be reinstated with the approval of the Board of Directors.
Members shall be entitled to vote, attend the annual meeting and special meetings as well as participate in any WCHA events, subject to payment of any associated fees. To exhibit in any WCHA event, the exhibitor must have an individual membership.
- Founding Memberships established in the name of a joint, assumed or trade names, corporate, partnership (general or limited), syndicate or joint venture or decedent’s estate, trust, guardianship or other custodial legal entity shall have the right to designate one individual to vote and exhibit as if they had an individual membership. Such designation is for the life of the membership.
Section 3. Transferability. A joint, assumed or trade names, corporate, partnership (general or limited), syndicate or joint venture or decedent’s estate, trust, guardianship or other custodial legal entity membership shall have the right of survivorship to spouses.
Section 4. Membership in Good Standing, Due Diligence and Disciplinary Action. For voting privileges, member in good standing is defined as one having paid dues for the current membership year, and has not been suspended or expelled.
Members of the Association shall be admitted, denied, retained, disciplined, fined, suspended and expelled in accordance with such rules and regulations as the Board of Directors and/or Executive Committee may, from time to time adopt.
When any member(s) of the association shall be accused of any acts or practices which may be deemed just cause for discipline, fine, suspension or expulsion from the association, said person(s) shall be entitled to a full, fair and impartial hearing before the Executive Committee of the organization where he or she shall be faced by his accuser or be permitted to examine all evidence offered in support of the charge by the accuser or others and where he shall be given full opportunity to refute such evidence, but upon being adjudged guilty of the practice as charged and worthy of discipline, fine, suspension or expulsion by affirmative vote of a majority of the Executive Committee eligible to vote, she/he shall forthwith be so expelled.
Section 5. Failure to Pay. Any member or non-member may be suspended and denied privileges of the WCHA by the Board of Directors and/or Executive Committee of the WCHA for failure to pay when due any obligation owing to the WCHA or to an approved event or for giving a worthless check for entry fees, stall fees, office charges, feed bills incurred at the WCHA approved event or any fees or charges including bank charges for returned check connected with the exhibition of WCHA entries; provided, however, that fifteen (15) days before action by written notice of account due and the intention to suspend or withholding privileges of the WCHA shall be mailed to such member or non-member. Upon suspension, the name of the member or non-member may be published in the WCHA newsletter or other such publication beginning with the next available issue from date of suspension. Any suspension and denial of privileges under this section shall terminate upon full payment of the obligation due the WCHA or WCHA approved event management. Event management must notify the WCHA office of any uncollectible accounts due within 30 days of the closing of the show.
Section 6. Right to Use Likeness. As reciprocal assistance to WCHA for privilege of membership, and participation in approved events, the WCHA may use any photograph or other form of likeness reproductions of a member, event participant, horse owner, or their horses including names of such, to promote WCHA’s objectives and activities including, but not limited to, use by third parties with authorization from WCHA.
Section 7. Member Access to Information. Membership in the association does not entitle any member to examine, review or copy any information that the Board of Directors and/or Executive Committee deem to be proprietary in nature.
Section 2. Dues. Founding Lifetime Membership – $500, only available until September 1, 2007; Lifetime Membership and Annual Membership dues to be set and published as appropriate and are subject to change as determined by the Board of Directors and the Executive Committee.
Section 3. Additional Fees. The Board of Directors and/or Executive Committee may set other fees associated with membership at their discretion.
- Due to the amount of work and responsibility required to successfully launch the WCHA, for the initial two (2) year term, the Governing Body will consist of the five (5) members Executive Committee governing as a team without officer titles and role designation. The roles and responsibilities, consistent with those outlined in the bylaws, will be split as appropriate amongst the Executive Committee, so not to overburden any one role or individual. Each member of the Executive Committee shall have voting rights on the Executive Committee. The Governing Body structure will revert to the officer titles and role designation described in Section 1 above upon the second election.
- During the second election only, candidates to fill the officer titles and roles on the Executive Committee will come from the current Executive Committee Members and/or Board of Directors. In subsequent elections, Executive Committee Members will be elected from the Board of Directors as described in Article VII, Election and Term Limits, Sections 4, 5 and 6 respectively.
- A Treasurer will also be appointed by the President to serve a two (2) year term, with the right to serve three (3) consecutive terms. The Treasurer shall serve on the Executive Committee in a non-voting capacity as well as be responsible for implementing appropriate auditing standards and activities.
- The Initial President of WCHA shall also have the right to appoint Lifetime Ex Officio Directors-at-Large from the Founding Executive Committee. The Ex-Officio Director(s)-at-Large will have the same responsibilities and voting rights as a Board of Director as long as they have attended the previous annual meeting as well as will serve as an Advisor(s) in a non-voting capacity to the Executive Committee.
Section 2. Past Presidents. After serving their term on the Executive Committee, all Past Presidents shall automatically become a lifetime Director-at-Large.
Section 3. Board of Directors. The Board of Directors, shall consist of 16 (sixteen) members elected by the members in good standing of the Association. The Executive Committee shall consist of 5 (five) members 4 (four) of which are elected by the Board of Directors.
Section 4. Regional Representation. The Board of Directors will be elected from 8 (eight) regional geographical areas outlined below.
Region I: WA, OR, NV, CA, AK, HI, AZ, ID, UT
Region II: MT, WY, ND, SD, CO
Region III: NM, TX, LA, Mexico
Region IV: NE, KS, OK, AR
Region V: MN, WI, IA, IL, MO
Region VI: FL, GA, SC, NC, MS, AL, TN
Region VII: IN, MI, OH, KY, WV
Region VIII: PA, ME, VT, NH, MA, RI, NY, NJ, DE, MD, CT, DC, VA
Canada will be split into three of the existing Regions (Region I, Region II and Region VII)
To assist with the initial WCHA launch, up to six Directors-at-Large may be appointed by the Executive Committee for the initial term of office following the guidelines described in Section 5 below whereby the Executive Committee will try to maintain a mix of owner/breeders and professional horsemen/horsewomen or service industry provider. Consideration as to whether to continue to maintain these Directors-at-Large in subsequent terms will be made by the Executive Committee and recommended to the current Board of Directors for approval in advance of providing guidance to the Nominating Committee for the second election of Board of Directors.
Consideration to establishing an International Region will be given upon reaching critical mass as determined by the Executive Committee and recommended to the Board of Directors for approval.
Section 5. Regional Director Representation. Each region will be represented by two (2) Directors; one (1) breeder/owner, and one (1) professional horseman or horsewoman/ industry service provider.
Section 6. Breeder/Owner. The owner/breeder discussed in section 5, should own at least one (1) horse, or breed at least one (1) horse per year, and not train horses for the public.
Section 7. Professional/Service Provider. The professional/service provider discussed in section 5 should make a living training horses for the public, or whose occupation is equine related and approved by the Executive Committee.
Section 8. Director Classification. The Executive Committee will have complete authority in determining the classification of any present or future Board Member.
Section 2. Membership Nominating Recommendations. The Nominating Committee will accept recommendations, and applications from all members interested in being considered for the Board of Directors starting ninety (90) days prior to the designated annual meeting. The Nominating Committee will present the proposed slate of Board of Directors to the Executive Committee for approval sixty (60) days prior to the designated annual meeting.
- The Nominating Committee shall nominate one Director for each vacancy. Each nomination will be accompanied by a write-in opportunity on the voting ballot.
- The Nominating Committee, shall however, list two Director candidates for each vacancy, one designated as a back-up candidate should there be a candidate selected who turns down the opportunity to be nominated or a newly elected Director becomes elected to the Executive Committee, when presenting the Slate of Board of Directors to the Executive Committee for approval.
Section 3. Proposed Slate of Board of Directors. All current members will be eligible to vote for the Board of Directors. Ballots will be distributed by US mail and/or electronically 45 days in advance of the designated annual meeting date and must be returned to the WCHA office within fifteen (15) days of the designated annual meeting date. Each member will be able to vote for open Director vacancies in all regions. At the designated annual meeting referenced in section 1 and 2, the voting results will be reported by the Nominating Committee to those members in attendance at the annual meeting.
Section 4. President’s Term of Office. The President’s term will be two (2) years, and at the end of that term, the President Elect will automatically be elevated to President at the designated annual meeting.
Section 5. President Elect’s Term of Office. The President Elect shall be elected from the Board of Directors and will serve a two (2) year term, and be elected by majority vote of the Board of Directors at the designated annual meeting.
Section 6. Board Members on Executive Committee. The two (2) Board Member seats on the Executive Committee must come from the Board of Directors and shall serve for the term of the Director’s position they are filling. The Executive Committee Members shall be elected by majority vote of the Board of Directors at the designated annual meeting.
The Director vacancies created by electing two (2) Directors to the Executive Committee will be backfilled by a special vote of the membership.
The Nominating Committee will revert to the approved back-up candidates from the affected region(s) in which the Directors elected to the Executive Committee reside. Should for some reason the back-up candidates not be available, then the Nominating Committee shall identify candidates and present to the Executive Committee for approval.
A vote and results should take place within thirty (30) days of the created vacancy and the newly elected Directors will serve out the remainder of the vacated term.
The two (2) Directors elected to the Executive Committee will serve in a dual role as a Board of Director and Executive Committee member until the new Directors have been elected.
Section 7. Treasurer’s Term of Office. The Treasurer will serve a two (2) year term and is eligible to serve up to three (3) consecutive terms if continuously appointed by the President.
Section 8. Board of Director Terms. All Directors will serve three (3) year terms. At the first designated annual meeting; owners/breeders will serve three (3) year terms, and professionals/service providers will serve two (2) year terms. Each election will result in the rotation of the two (2) and three (3) year terms between the owner/breeder, and the professional/service provider.
Any member of the Board of Directors can serve up to two (2) terms consecutively.
The Executive Committee will serve as the base for the hearing committee for all disciplinary actions and will also serve as the strategic planning committee to make recommendations to the Board of Directors for approval and allow for advance planning and smoother transition of business and goals between incoming and out-going Presidents.
To select, terminate and adjust the roles and responsibilities of all the employees of the WCHA, prescribe their responsibilities and duties, fix their compensation, and require from them dedication and good performance with respect to the responsibilities and duties they perform.
Section 2. Presidential Responsibilities. The President shall preside at all general meetings and the meetings of the Executive Committee, and Board of Directors. Based on recommendations submitted by members, Board of Directors and the Executive Committee, the President shall designate standing committees and other committees/task forces as appropriate as well as appoint members to such for the purpose of conducting business designated by the members and Board of Directors. The President shall also serve as an ex-officio member of all committees. The President shall only have tie breaking voting rights.
Section 3. President Elect Responsibilities. The President Elect shall serve as assistant to the President and act in his absence at all meetings indicated in Sections 1 and 2.
Section 4. Executive Board Member Responsibilities. The two (2) Executive Committee Board members shall serve as assistants to the President and President Elect, and also carry out the business designated by the Board and general membership.
Section 5. Past President Responsiblities. The immediate Past President shall offer consistency and guidance to the President, and shall have all rights as other Executive Committee Members.
Section 6. Board of Directors’ Responsibilities. The Board of Directors is responsible for the management of affairs, property, business and control of policy of the WCHA as well as representation of the interests of the general membership-at-large. The Board of Directors delegates the overall management and direction of the WCHA to the Executive Committee and then carries out the powers vested in them through the acting on and/or approval of recommendations made by the Executive Committee and/or general membership.
In addition to acting on recommendations presented by the Executive Committee and/or general membership, the Board of Directors are responsible to recommend to the Executive Officers/Committee such rules, regulations, committees/task forces (including member nominations), and activities/events, as they may deem best for the organization including presentation and judging of the WCHA events.
Each Director is obligated to act as an Advocate for the general memberships’ interests and needs in their respective Region, to include activities such as, soliciting input from membership and prospective members, communicating business and information as appropriate to both the membership and the Executive Committee and other Board Members as appropriate, as well as, actively participating in the coordination and delivery of WCHA activities/events.
Section 7. Treasurer Responsibilities. The Treasurer shall be responsible for all Fiscal Oversight, including, auditing, budgeting, taxation, and advising the Executive Committee and other Committees as appropriate on spending and capital appropriations.
- The Treasurer will assist in supplying an independent auditing firm (appointed by the Board of Directors) with requested support items to verify and substantiate the correctness of the financial reports. The independent auditing firm will then report the results and findings to the Executive Committee.
Section 8. Executive Director Responsibilities. The Executive Director of the WCHA will report to the Executive Committee and primarily be responsible for the performance of the day-to-day actions and activities as well as serve on the Executive Committee in a non- voting capacity.
Section 9. Resignation, Termination and Absences. Resignation from the Executive Committee and Board of Directors must be in writing and received by the President.
Each member of the Executive Committee and Board of Directors shall accept the responsibility of attending all meetings. In the event an Executive Committee member or Board member fails to attend two (2) consecutive meetings without a valid excuse, that fact shall be brought to the attention of the Executive Committee for whatever action is deemed appropriate by the Executive Committee, including removal from office.
- The President has the power vested in them to determine whether an absence is excused or not.
Any Executive Officer or Director may be removed at any meeting but only by a two-thirds vote of all other Executive Officers and Directors. A removal may only be with justified cause. Prior to removal, however, an Executive Officer and/or Director shall have received a copy of the charges against him/her, and be given an opportunity for defense at a meeting of the Executive Committee and Board of Directors.
Section 10. Indemnification. WCHA shall indemnify and hold harmless any officer, director, employee, their personal representatives and heirs, against reasonable legal expenses, judgment, and expenses of settlement which WCHA previously approves, 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 WCHA in the transaction from which legal liability arose which was official WCHA business (except in relation to matters as to which she/he shall have been guilty of negligence or misconduct in respect to the matter in which indemnity is sought.) To preserve the right of indemnity, such litigation, whereupon WCHA shall have the right to direct defense thereof, including, but not limited to, selection of counsel, and direction of settlement negotiations.
Section 2. Past Presidents Voting Rights. All Past Presidents after serving on the Executive Committee will automatically become Directors-at-Large with voting rights only if they were in attendance at the previous year’s annual meeting.
Section 3. Quorum at Executive Committee, Board of Directors and Membership Meetings. Executive Committee – There must be majority participation by the Executive Committee Members to conduct business and a majority vote by the Executive Committee and Board of Directors to effect decision making.
Board of Directors – There must be majority participation by the Board of Directors to conduct business and a majority vote of the Executive Committee and Board of Directors to effect decision making.
Membership – The number of voting members of the WCHA required to constitute a quorum to conduct business in any membership meeting or vote shall be as determined from time to time by the Executive Committee and Board of Directors.
Section 4. Voting Means. When voting takes place at a Board of Directors, or General Membership meeting or other need for a general membership vote, the Chairperson shall decide how the vote is taken.
US Mail or electronic service shall also serve as a means to deliver voting ballots. Guidelines for such shall be determined by the Executive Committee.
Section 2. President Vacancy. If a vacancy occurs in the Presidents position, the President Elect shall automatically fill that position.
Section 3. Executive Committee Board Member Vacancy. If a vacancy occurs in either of the two (2) Board member positions on the Executive Committee, or the President Elect position, by majority vote, the Board of Directors shall decide the successors.
Section 4. Board of Director Vacancy. If a vacancy occurs on the Board of Directors, the President shall appoint a replacement until the next general election, with the exception of a Board of Director(s) vacancy created by the election of a Director(s) to the Executive Committee in which case the vacancy will be filled as outlined in Article VII, Election and Term Limits, Section 6.
Section 2. Standing Committees, Committees and Task Forces./strong> Based on recommendations submitted by members, Board of Directors and the Executive Committee, the President shall designate Standing Committees, other Committees/Task Forces as well as appoint members to such for the purpose of conducting business designated by the members and Board of Directors. The President shall also serve as ex-officio of all committees.
- A majority vote of the Board of Directors may also establish the need for a Committee/Task Force as well as appointment of Committee/Task Force members.
Section 3. Chairpersons. All appointed Chairpersons either will be Board Members of the WCHA or have already served a term as a Board Member.
Standing Committee Chairpersons shall serve a term of three (3) years.
Section 4. Committee Procedures. All Committees/Task Forces are to follow the latest WCHA “Committee Procedures” as approved by the Executive Committee.
Section 5. Committee Focus and Direction. All Committees/Task Forces shall be presented a “written objective”, which can be changed at the direction of the Executive Committee or majority vote of the Board of Directors.
Section 2. Notice of Annual Meeting. Notice of the annual meeting shall be given at least thirty (30) days in advance of such, by written notice, as well as being posted on the WCHA website.
Section 3. Special Meetings. Special meetings of the Executive Committee and Board of Directors may be called at any time by the President, any two (2) members of the Executive Committee or any three (3) members of the Board of Directors.
Section 4. Special Meeting Notification. Special meetings of the general membership may be called by giving thirty (30) days written notice in writing, including notice by e-mail.
Section 5. Emergency Meetings. Emergency meetings of the Executive Committee and/or Board of Directors can be called by the President, or any two (2) Executive Committee Members, such meeting can be held via teleconference, and reasonable notice shall be given for such meeting. The Executive Committee shall determine what reasonable notice is, and what constitutes an emergency meeting.
Section 6. Voting. In all cases should an Executive Committee Member or Board of Director not be present at a meeting they shall not be eligible to vote.
- The only exception shall be in the case of an emergency such as, serious illness or injury of the Executive Committee member or Board of Director, death of a family member, etc., and must be approved by the President.
Section 2. Changes. Any changes in rules or regulations adopted during any year will be effective on January 1 of the following year, or at an earlier date should it appear imperative for the well-being of the WCHA. Membership will be notified of any rules or regulations changes prior to their implementation.
Section 3. Annual Meeting Changes. Any proposed changes in rules or regulations proposed from the floor of any annual meeting must be considered and voted upon by the newly elected Executive Committee and Board of Directors within fifteen (15) days after said annual meeting and if adopted by the Executive Committee and Board of Directors will be effective on January 1 of the following year, or at an earlier date should it appear imperative to the well being of the WCHA. Membership will be notified of any rule or regulation changes prior to their implementation.
Section 4. Infraction. Any charges of infraction of the rules and regulations of the WCHA shall be registered in writing, signed, and filed with the WCHA’s Executive Director who will investigate said charge and make subsequent recommendations for the handling of such matter to the Executive Committee for review and/or hearing.
Section 5. Judges Receipt. Each WCHA approved judge shall receive a current complete set of Bylaws and Rules and Regulations each year. Upon request, WCHA will furnish each member a current Official handbook annually. The current official handbook is also available online at www.conformationhorse.com.
Section 6. Show Management. Show Management will receive one (1) current, complete set of Bylaws and Rules and Regulations in the show packet provided to them by the WCHA.
Section 2. Amendments to Bylaws by the Executive Committee and Board of Directors. Bylaws may also be changed or amended by two-thirds (2/3) vote of the Executive Committee and Board of Directors at two (2) consecutive meetings provided that such proposed changes be published in the WCHA newsletter and web site thirty (30) days prior to the second of the two (2) consecutive meetings where after lifetime and regular members in good standing of the WCHA may express written opinion of the proposed changes to the Executive Director of the Association who shall inform the Executive Committee and Board of Directors of such objections. The Executive Committee and Board of Directors shall consider these objections in its decision to ratify or further modify or amend such Bylaw changes as voted upon at the second of such two (2) consecutive meetings. Such changes and amendments to the Bylaws so voted by the Executive Committee and Board of Directors shall become effective on January 1 of the following year.
Section 2. Dissolution. In the event of dissolution, the Executive Committee, and Board of Directors shall, after paying or making a provision for payment of all liabilities of the WCHA, distribute the net assets to one or more organizations operating as a 501 (c) (3), under the internal revenue code.