Section 1. Board of Directors.
The Board of Directors shall be comprised of Regional Directors, voting members of the Executive Committee and eligible Past Presidents as described herein. All corporate powers shall be exercised by or under the authority of the Board of Directors and the affairs of the WCHA shall be managed under the direction of the Board, except as otherwise provided by law.
Section 2. Officers. The elected officers of the Association shall be a President, President-Elect, Immediate Past-President, 2nd Past President, and two (2) duly elected members of the Board of Directors, all of whom shall be chosen by, and serve at the pleasure of the Board of Directors, herein known as the Executive Committee. Additionally, the Executive Director, Secretary and Treasurer shall be appointed by the President and approved by the EC and will serve as non-voting officers of the Executive Board. The day-to-day business and property of the WCHA shall be managed by the Executive Director.
- The Director vacancies created by electing two (2) Directors to the Executive Committee will be backfilled by a special vote of the membership
Each Executive Committee officer, unless stated otherwise, shall have the authority and shall perform the duties set forth in these Bylaws or by resolution of the Board or by direction of an officer authorized by the Board to prescribe the duties and authority of other officers. The Board may also appoint additional officers as it deems expedient for the proper conduct of the business of the Association, each of whom shall have such authority and shall perform such duties as the Board of Directors may determine. One person may hold two or more Board offices, but no Board officer may act in more than one capacity where action of two or more officers is required.
Section 3. Term of Office. Each officer (exception: Secretary, Treasurer) shall be elected by the Board of Directors to serve a one-year term of office, and may be re-elected to a second term. Each Board officer’s term of office shall begin the following calendar year.
Section 4. Removal and Resignation. The Board of Directors may remove an officer at any time, with or without cause. Any officer may resign at any time by giving written notice to the Association without prejudice to the rights, if any, of the Association under any contract to which the officer is a party. Any resignation shall take effect at the date of the receipt of the notice or at any later time specified in the notice, unless otherwise specified in the notice. The acceptance of the resignation shall not be necessary to make it effective.
Section 5. President/Board Chairperson. The Executive Director and/or President shall lead the Board of Directors in performing its duties and responsibilities, including, if present, presiding at all meetings of the Board of Directors, and shall perform all other duties incident to the office or properly required by the Board of Directors. The President will vote only in the event of a tie vote by either the Board of Directors or the Executive Committee.
Following the President’s calendar year term in office the President Elect will automatically be elevated to President the beginning of the following calendar year.
Section 6. President-Elect. In the absence or disability of the Board President, the President-Elect shall perform the duties of the Board President. When so acting, the President-Elect shall have all the powers of and be subject to all the restrictions upon the Board President. The President-Elect shall have such other powers and perform such other duties prescribed for them by the Board of Directors or the Board President. The President-Elect shall normally accede to the office of Board President upon the completion of the Board President’s term of office. The President-Elect will retain full voting privileges during a Board of Directors meeting and during an Executive Board meeting, unless presiding over said meeting.
The President Elect shall be recommended by the Executive Committee and elected by majority vote of the Board of Directors present at designated meeting of the Board held in December.
Section 7. Secretary. The Secretary shall keep or cause to be kept a book of minutes of all meetings and actions of Directors and committees of Directors. The minutes of each meeting shall state the time and place that it was held and such other information as shall be necessary to determine the actions taken and whether the meeting was held in accordance with the law and these Bylaws. The Secretary shall cause notice to be given of all meetings of Directors and committees as required by the Bylaws. The Secretary shall have such other powers and perform such other duties as may be prescribed by the Board of Directors, the Executive Director or Executive Committee. The Secretary may appoint, with approval of the Board, a Director to assist in performance of all or part of the duties of the Administrative Consultant. The Secretary is not given the right to vote during a Board of Directors meeting nor during an Executive Board meeting.
Section 8. Immediate Past President. The Immediate Past President shall offer consistency and guidance to the President, and shall have all rights as other duly-elected Executive Committee Members and shall have such other powers and perform such other duties prescribed for them by the Board of Directors or the Board President. Immediate Past President will retain full voting privileges during a Board of Directors meeting and during an Executive Board meeting.
Section 9. 2nd Past President. The 2nd Past President shall offer consistency and guidance to the Executive Board, and shall have all rights as other duly-elected Executive Committee Members and shall have such other powers and perform such other duties prescribed for them by the Board of Directors or the Board President. 2nd Past President will retain full voting privileges during a Board of Directors meeting and during an Executive Board meeting.
Section 10. Treasurer. The Treasurer shall be responsible for the oversight of the financial condition and affairs of the Association. The Treasurer shall oversee and keep the Board informed of the financial condition of the Association and of audit or financial review results. In conjunction with other Directors or officers, the Treasurer shall oversee budget preparation and shall ensure that appropriate financial reports, including an account of major transactions and the financial condition of the Association, are made available to the Board of Directors on a timely basis or as may be required by the Board of Directors. The Treasurer shall perform all duties properly required by the Board of Directors or the President. The Treasurer may appoint, with approval of the Board a qualified fiscal agent or member of the staff to assist in performance of all or part of the duties of the Treasurer. The Treasurer, unless an elected Board Member, is not given the right to vote during a Board of Directors meeting nor during an Executive Board meeting.
Section 11. Non-Director Officers. The Board of Directors may designate additional officer positions of the Association and may appoint and assign duties to other non-Director officers of the Association. Non-director Officers are not given the right to vote during a Board of Directors meeting nor during an Executive Board meeting.
Section 12. Regional Representation. The Board of Directors will be elected from four (4) regional geographical areas outlined below.
Region I: WA, ID, OR, NV, CA, AK, HI, UT, AZ, MT, WY, NM, CO, Saskatchewan, Alberta and British Columbia, Canada
Region II: SD, ND, TX, LA, Mexico, NE, KS, OK, AR, MS, AL
Region III: WI, IL, MO, IN, MI, OH, KY, TN, IA, MN, PA, Manitoba, Canada
Region IV: FL, GA, SC, NC, WV, PA, ME, VT, NH, MA, RI, NY, NJ, DE, MD, CT, DC, VA and Ontario, Canada
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 13. Regional Director Representation. Each region will be represented by four (4) Directors: no less than one (1) Owner/Breeder, and no less than one (1) Professional/Judge/Industry Service Provider.
- Owner/Breeder. The Owners/Breeders should own at least one (1) horse, or breed at least one (1) horse per year, and not train or breed horses for the public or receive remuneration for instructing individuals, or hold an accredited judges card with a major equine breed association, such as WCHA, Quarter Horse, Paint, Pinto, Buckskin or Palomino. The Executive Committee reserves the right to make the final determination as to what constitutes a major equine breed association or an Industry Service Provider.
- Professional/Judge/Industry Service Provider. The Professional/Judge/Industry Service Provider should make a living training or breeding horses for the public or instructing individuals for remuneration and/or hold an accredited judges card with a major equine breed association, such as WCHA, Quarter Horse, Paint, Pinto, Buckskin or Palomino or work in an industry related business, such as veterinarian, farm manager, etc. The Executive Committee reserves the right to make the final determination as to what constitutes a major equine breed association or whose occupation is industry service provider related and approved by the Executive Committee.
Section 14. Past Presidents. After serving their term on the Executive Committee, a Past President shall automatically become a Lifetime Director-at-Large with all the rights of a member of the Board of Directors providing they participate in no less than fifty percent of regularly held meetings each calendar year of the Board of Directors.
Section 15. Director Classification. The Nominating Committee will determine the classification of any present or future Board Member as described in Article VI, Section 13.
Section 16. Terms.
- All directors shall be elected to serve no less than a three-year term but not to exceed two (2) three year terms. (exception: Past Presidents)
- Director terms shall be staggered so that approximately one third of the number of directors will end their terms in any given year.
- The term of office shall begin the 1st day of the Calendar year of the election year and end the end of the calendar year at such a time a successor has been elected.
Section 17. Qualifications and Election of Directors. To be eligible to serve as a director on the Board of Directors, the individual must be 25 years of age and an affiliate within affiliate classifications created by the Board of Directors. The individual must reside within the region they will represent.
Section 18. Vacancies. The President may fill vacancies due to resignation, death, or removal of Directors or may appoint a Director to fill a previously unfilled board position, subject to the maximum number of directors under these Bylaws.
Section 19. Removal of Directors. A director may be removed by two-thirds vote of the Board of Directors then in office, if:
- the Director is absent and unexcused from two or more meetings of the Board of Directors in a twelve month period. The Board President is empowered to excuse directors from attendance for a reason deemed adequate by the Board President. The President shall not have the power to excuse him/herself from the board meeting attendance and in that case, the Board President-Elect shall excuse the President. Or:
- for cause or no cause, if before any meeting of the board at which a vote on removal will be made the Director in question is given electronic or written notification of the Board’s intention to discuss her/his case and is given the opportunity to be heard at a meeting of the Board.
Section 20. Compensation for Board Service. Directors shall receive no compensation for carrying out their duties as directors. The board may adopt policies providing for reasonable reimbursement of directors for expenses incurred in conjunction with carrying out board responsibilities.
Section 21. Compensation for Professional Services by Directors. Directors are not restricted from being remunerated for professional services provided to the Association. Such remuneration shall be reasonable and fair to the Association and must be reviewed and approved in accordance with the board Conflict of Interest policy and state law.