North Texas Hunter Jumper Club, Inc.
Table of Contents
Section 1. Name
Section 2. Principal Office
Section 3. Registered Office
Section 1. Memberships
Section 2. Classes of Memberships
Section 3. Terms of Memberships
Section 4. Loss of Membership
Section 5. Dues
Section 6. Rights and Responsibilities of Membership
Article V. Board of Directors
Section 1. General Powers
Section 2. Number
Section 3. Election of Directors
Section 4. Terms and Limitations
Section 5. Duties of Directors
Section 6. Meetings
Section 7. Quorum
Section 8. Vacancies
Section 9. Informal Action by Directors
Section 10. Attendance Requirements
Section 11. Termination
Section 12. Director Emeritus
Section 1. Officers
Section 2. Terms of Office
Section 3. President
Section 4. Vice President
Section 5. Recording Secretary
Section 6. Corresponding Secretary
Section 7. Treasurer
Section 1. Annual Meeting
Section 2 General Meeting
Section 3. Special Meeting
Section 4. Quorum
Section 5. Use of Proxies
Section 1. Standing Committees
Section 2. Other Committees
Section 3. Chairperson
Section 4. Vacancies
Section 5. Quorum
Section 6. Nominating Committee
Section 7. Election Committee
Section 8. Show Committee
Section 9. NTHJC Annual Awards Banquet
Section 1. Funds
Section 2. Calendar Year
Section 3. Audit of Financial Records
Section 4. Books and Records
Section 1. All checks and drafts
Section 2. Deposits
Section 3. Gifts
Section 4. Operation Prohibitions
Glossary of Terms
a. Fiscal Year- December 1st through November 30th
b. Calendar Year- January 1st through December 31st
c. Majority- over 50% of the eligible voting members in attendance, who participate either in person or virtually
d. Quorum- quorum for a meeting shall consist of fifteen (15) or more Board Members
Name and Offices
Section 1. Name The name of the Corporation shall be the North Texas Hunter Jumper Club, Inc., and shall henceforth be referred to as NTHJC.
Section 2. Principal Office The principal office of the Corporation, in the State of Texas, shall be in one of the following Texas counties: Collin, Dallas, Denton, or Tarrant. The Corporation may have such other offices either within or without the State of Texas, as the Board of Directors may determine or as the affairs of the Corporation may require from time to time.
Section 3. Registered Offices The Corporation shall have, and continuously maintain in the State of Texas, a registered office and a registered agent whose office is identical with such registered office, as required by the Texas Non-Profit Corporation Act. The registered office may be, but not need to be, identical with the principal office in the State of Texas, and the address of the registered office may be changed from time to time by the Board of Directors.
The mission of the NTHJC is to provide a high quality schooling show experiences that promotes horse and rider safety, fundamentals, sportsmanship and to foster a life-long learning for the equestrian sport.
The following are basic policies of the NTHJC:
a. The corporation shall be noncommercial, nonsectarian and nonpartisan.
b. The name of the corporation or the names of any members in their official capacities shall not be used to endorse or promote a commercial concern or in conjunction with partisan interest or for any purpose not appropriately related to promotion of the purpose of the Corporation.
c. The Corporation shall non-directly or indirectly- participate or intervene (in any way, including the publishing or distribution or statements) in any political campaign on behalf of, or in opposition to, any candidate for public office, or devote more than an insubstantial part of its activities to attempting to influence legislation by propaganda or otherwise. Notwithstanding, the NTHJC will make reasonable effort to inform the members of pending legislation or political issues that may impact the equine community through posting to the NTHJC website; however, it will take no position on such legislation or issue.
d. The Corporation does not have capital stock or share and shall never be privately owned. No part of the net earnings of the Corporation shall insure itself to the benefit of, or be distributed to its members, directors, trustees, officers or other private persons except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II hereof.
e. Notwithstanding any other provisions of these articles, the Corporation shall not carry on any other activities not permitted to be carried on (i) by a Corporation exempt from a Federal income tax under Section 501(c)(5) of the Internal Revenue Code, or (ii) by a Corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.
f. Upon the dissolution of this Corporation, after paying or adequately providing for the debts and obligation of the Corporation in conformity with the statutes hereafter described, the remaining assets shall be distributed to one or more non-profit funds, foundations, or organizations which have established their tax exempt status under Section 501(c)(3) of the Internal Revenue Code.
Members and Dues
Section 1. Membership Any person who is interested in the purposes of the organization shall be eligible for membership and may become a member upon payment of the requisite dues. The organization shall have four classes of memberships with such status and privileges as to voting or other legal equitable rights in the organization as the Board of Directors may determine.
Section 2. Classes of Memberships The four classes of memberships shall be:
a. Senior Memberships: Those members who are eighteen (18) years of age or older at the start of the fiscal year (December 1). This membership holds voting privileges.
b. Junior Memberships: Those members who are under the age of eighteen (18) years of age at the start of the fiscal year (December 1). This membership holds no voting privileges.
c. Permanent Barn Memberships: Barns may pay a one-time fee for membership to be included on the NTHJC website. Barn memberships hold no voting privileges.
d. Life Memberships: Those members who, by payment of requisite dues, become Life Members and are no longer required to pay annual dues. Life Members may either be Senior Members with voting privileges or Junior Members without voting privileges until attainment of their 18th birthday.
Section 3. Terms of Membership Memberships shall be good for the fiscal year (December 1 through November 30) except for Permanent Barn Memberships and Life Memberships.
Section 4. Loss of Membership The Board of Directors, by affirmative vote of two-thirds of all the members of the Board, may suspend or expel a member for good cause after an appropriate hearing, of which the member who is being considered, shall have received reasonable, advanced notice. At such hearing, the member who is under consideration shall be entitled to present evidence and/or agreements concerning his/her membership.
Section 5. Dues Annual membership dues shall be determined by the Board of Directors and are payable by December 1. There shall be no pro-ration of membership dues for a partial year.
Section 6. Rights of Membership Only Senior Members in good standing of the Corporation shall be eligible to participate in the business meetings or serve in any elected or appointed position.
Board of Directors
Section 1. General Powers The affairs of the Corporation shall be managed by the Board of Directors, who shall exercise all general powers conferred by the laws of the State of Texas upon corporations organized under the Texas Non-Profit Corporation Act and shall have such additional powers and duties as are specifically provided by the Articles of Incorporation and by these Bylaws.
Section 2. Number The Board of Directors shall consist of twenty (20) persons, including those Officers provided in Article VI, Section I. The initial Directors are named in the Articles of Incorporation, but such initial Board may, at its organization meetings or at any other meeting (annual or special), be increased or decreased from time to time by resolution adopted by the affirmative vote of a majority of the Directors, but no decrease shall have the effect of shortening the term of any incumbent Director. If the Board increases the number of members of the Board as authorized herein, such newly created positions may be filled by election at any meeting of the Senior Members.
Section 3. Election of Directors The Nominating Committee, appointed in accordance with Article VIII, Section 6, shall choose and select of nominees to the Board of Directors, which shall be composed of Senior Members in good standing. The slate of nominees shall be mailed or emailed to all members, at their last known addresses, at least thirty (30) calendar days before the end of the year. The Senior Member shall elect to the Board of Directors those eligible nominees receiving the most votes cast by the Senior Members returning verified ballots, whether included on the slate presented by the Nominating Committee or whether nominated by write-in nomination for the ballot.
Section 4. Terms and Limitations The Board of Directors shall assume their official duties following the close of the NTHJC Annual Awards Banquet and shall serve for a term of one year or until their successors are elected and assume the duties of office.
Section 5. Duties of Directors
a. To exercise all powers of the Corporation and to do all such lawful acts and things as are provided by statute and by the Articles of Incorporation and by these Bylaws.
b. To determine in what manner funds of the Corporation shall be spent and see that the Corporation is operating strictly in accordance with its character.
c. At least sixty (60) days prior to the end of the fiscal year (November 30), to appoint a Nominating Committee consisting of three (3) to five (5) Senior Members with no more than one (1) Director to serve in such capacity.
Section 6. Meetings The Board of Directors shall hold a minimum of four (4) meetings per fiscal year, which may be called by the President with a minimum of five (5) days posted or emailed notice to each Director or by mutual consent of all Directors without notice. Special meetings of the Board of Directors may be called at any time by the President, or upon the request in writing of one-third (1/3) of the total members of the Board of Directors. Once written requests have been received from at least 1/3 of the Board of Directors, a meeting shall be called with no less than three (3) business days written notice.
Section 7. Quorum A majority of the total members of the Board of Directors shall constitute a quorum for transaction of business at all meetings and the act of a majority (51%+) of the Directors present at a meeting at which a quorum is present.
Section 8. Vacancies Any vacancy occurring in the Board of Directors, for any other reason than an increase in the maximum number of Directors, may be filled by the affirmative vote of majority (51%+) of the remaining Directors (even though less than a quorum) and not just those present at the meeting. A Director elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor(s) in office.
Section 9. Informal Action by Directors Any action required by law to be taken or which may be taken at a meeting of the Board of Directors, may be taken without any meeting if a consent in writing, setting forth the action so taken shall be signed by all of the Directors.
Section 10. Attendance Requirements Any member of the Board of Directors who is absent from three (3) meetings within any one (1) fiscal year as defined in Article 6, Sec. 3 may be replaced at the discretion of the President.
Section 11. Termination Upon a three-fourths vote (3/4) of the Board of Directors and any Senior Members in meeting attendance, at any regular or special meeting, the term of any Director can be terminated.
Section 12. Director Emeritus In addition to Directors provided for in these Bylaws, the club shall have a class of Directors known as “Director Emeritus.” This special status is automatically extended to all former club Presidents who have successfully completed their term. A Director Emeritus shall possess all of the duties and privileges of a NTHJC Member or Director, except as follows:
a. The Director Emeritus hall not be required to attend meetings, nor be counted in determining a quorum.
b. The Director Emeritus will not be considered in the number of Directors, as defined in Article V, Section 2.
c. As a Member, the Director Emeritus shall not pay dues.
Section 1. Officers The officers of the Corporation shall consist of a President, Vice President, a Recording Secretary, a Corresponding Secretary, and a Treasurer. Eligibility for selected Officer Positions include:
a. To be eligible for election as President or as Treasurer, a nominee must have served as least one (1) term on the Board of Directors within the three (3) years immediately preceding the election.
These prerequisites will be used by the Nominating Committee in preparing the nomination slate for these purposes. The elected officers shall be members of the Board of Directors and eligible to vote. No person shall hold more than one office at any time. The officers shall perform all the usual duties incidental to the duties assigned to them by the Board of Directors.
Section 2. Election of Officers and Board of Directors The Officers and Board of Directors of the Corporation shall be nominated by the Senior Members via mail or email ballot distributed to all members by the end of the fiscal year (November 30). The officers and Board of Directors of the Corporation shall be elected within twenty (20) calendar days of submitted nomination ballot. This ballot will be approved by a majority of the current Board of Directors as defined in Article 5, Sec. 3). The Senior Members shall elect as Officers and Board of Directors those eligible nominees receiving the most votes cast by the Senior Members returning verified ballots.
Section 3. Term of Office The officers of the Corporation shall hold office for a term of one (1) year and thereafter until their successors are elected and assume the duties of office.
Section 4. President The President shall:
a. preside at all meetings of the Board of Directors and the Corporation; in the event the President is unable to preside at a meeting, he/she may appoint the Vice-President to preside in the President’s absence.
b. have the duty of appointing such committees (other than the Nominating Committee);
c. be an ex-officio member of all standing committees except the Nominating Committee;
d. confirm that a quorum is present before conducting any business at any meeting of the Corporation;
e. make an annual report to the Corporation;
f. perform such other duties a may be prescribed in these Bylaws or assigned by the Board of Directors;
g. have the authority to sign all checks; and
h. sign all contracts, agreements, and legal documents;
i. establish a meeting calendar at the start of each fiscal year to ensure all activities required by the Bylaws are executed in a timely fashion;
j. furnish bond, at the expense of the Corporation, for the faithful performance of his/her duties
Section 5. Vice-President The Vice-President shall:
a. perform such duties as assigned by the President or Board of Directors;
b. in the absence, inability or refusal to act of the President, the Vice-President shall be temporarily invested with all power and duties of the President; and
c. be the chairperson of the NTHJC Awards Banquet Committee
Section 6. Recording Secretary The Recording Secretary Shall:
a. keep an accurate record of the minutes of all meetings of the members and the Board of Directors;
b. keep custody of the corporate records of the Corporation;
c. keep a register of the contact information of each Director which shall be furnished to the Secretary by each Director;
d. see that all notices are duly given in accordance to the provisions of the Bylaws or as required by law, including informing members of the Board of Director meetings at least five calendar (5) days in advance of each meeting;
e. perform such duties as shall be assigned by the President or Board of Directors; and,
f. keep custody of all correspondence that may, from time to time, occur between the Board of Directors and the Membership;
Section 7. Corresponding Secretary/Web Coordinator The Corresponding Secretary/Web Coordinator shall:
a. create, maintain, update, and oversee a third party’s maintenance of a website to be owned by the NTHJC and used for the sole purpose of providing club-related information to the NTHJC membership. Further, the Corresponding Secretary/ Web Coordinator will maintain appropriate technical/user documentation with regard to the website, and share passwords and other vital information with the President to ensure continued availability of such site;
b. retain an accurate, current list of memberships and contact information
c. email members and post to the Club’s social media sites information regarding NTHJC approved shows/prize lists, cancelations, or other relevant information;
Section 8. Treasurer The treasurer shall:
a. receive all money due and payable to the Corporation and promptly deposit the same in the name of the Corporation in such banks, trust companies or other depositories as shall be selected by the Board of Directors;
b. keep a correct account of all monies received and paid out; and pay such bills as are approved by the Board of Directors or the members;
c. have the authority to sign all checks;
d. report at each meeting of the Board of Directors, and at such times as the President or Board of Directors may request, the financial condition of the Corporation;
e. furnish bond, at the expense of the Corporation, for the faithful performance of his/her duties;
f. if asked, at the end of the term of office, promptly deliver the books to an accountant elected by the Board of Directors for such audit or review as the Board of Directors shall determine, and;
g. perform such duties as shall be assigned by the President of Board of Directors.
Meetings of the Senior Members
Section 1. Annual Meeting The Annual Meeting shall be held in the Winter of each year, as such time and place may be determined by a majority of the Board of Directors upon at least ten (10) calendar days written notice posted on the NTHJC website.
Section 2. General Meeting A General Meeting of the Senior Members shall be held in January or February of each year at a time and place determined by the Board of Directors upon at least ten (10) calendar days written notice posted on the NTHJC website. The NTHJC Annual Awards Banquet may be substituted for the General Meeting.
Section 3. Special Meetings Special Meetings may be called by the President, or the Board of Directors or upon written request of twenty five percent (1/4) of the Senior Members, by giving five (5) calendar days’ notice mailed or emailed to all Senior Members at their last known addresses or posted on the NTHJC website. The business of the Special Meeting shall be stated in the call of the meeting.
Section 4. Quorum A quorum for a meeting shall consist of fifteen (15) members, two (2) of whom shall be members of the Board of Directors. For the transaction of business, the vote of a majority of the Senior Members at a meeting shall be the act of the Senior Membership unless the vote of a greater number is required by statute.
Section 5. Use of Proxies Proxies shall not be permitted at any meeting, including meetings of the Board of Directors.
Section 1. Standing Committees Standing Committees are those committees deemed necessary for the proper administration and governance of the Corporation and shall include: Nominating Committee, Show Committee, NTHJC Annual Awards Banquet Committee, Election Committee and any other Standing Committees the Board of Directors may establish.
Section 2. Other Committees Other committees may be established by the Board of Directors in order to fulfill specific functions of the Corporation.
Section 3. Chairperson Unless otherwise specified, one member of each committee shall be appointed chairperson by the person or persons authorized to appoint the members thereof.
Section 4. Vacancies Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
Section 5. Quorum Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of the majority of the committee members present at a meeting at which a quorum is present shall be the act of the committee.
Section 6. Nominating Committee At least sixty (60) days prior to the end of the fiscal year, the Board of Directors shall appoint a Nominating Committee consisting of three (3) to five (5) Senior Members with no more than one (1) Director to serve in such capacity. The Nominating Committee shall choose and select a slate of Officers and Directors to be presented to the Board of Directors. Upon approval by the Board of Directors as voted by a majority in attendance at the Board meeting, the slate of Officers and Directors shall be presented by ballots either mailed or emailed to Senior Members of the Corporation at their last known addresses. The Senior Members shall elect as the Board of Directors those eligible nominees receiving the most votes cast by the Senior Members.
Section 7. Election Committee At least sixty (60) days prior to the end of the fiscal year, the Board of Directors shall appoint an Election Committee consisting of three (3) to five (5) members independent of the Nominating Committee, with no more than one (1) Director to serve in such capacity. The Election Committee shall receive the confirmed election ballot from the Nomination Committee. The Election Committee shall be responsible for establishing a secure forum for electronic voting and determine an Election Committee member mailing address for paper votes to be received. The Election Committee Chairperson and one committee member will have access to the electronic forum’s password. The Committee member receiving the paper ballots will secure them and will remain unopened until the Committee meets to tabulate votes. Within fourteen (14) calendar days of the expiration of the voting period, the Election Committee shall meet to tabulate and confirm all electronic and paper votes. The Election Committee will provide a cumulative, final count to the Nominating Committee and Board of Directors for review before the results are presented to the general membership. The final count will be signed off on by all Election Committee members. All electronic and paper votes shall be kept in a secure location for the duration of the following show year.
Section 8. Show Committee A Show Committee, consisting of no more than six (6) members, one of whom shall be a member of the Board of Directors, shall be stablished yearly following the Annual Meeting. The Chairpersons shall be appointed by the President. The following provisions shall govern this committee:
a. the majority decisions of the committee shall be forwarded to the Board of Directors for formal, action, if any.
b. the chairpersons of the committee, if not a member of the Board of Directors, shall be entitled to attend, as a nonvoting member, all meetings of the Board of Directors.
c. The committee shall be responsible for reviewing and recommending revisions to the Rules and Guidelines for shows prior to the start of each new show season. Any revisions must be approved by the Board of Directors.
d. the committee shall be responsible for reviewing the prize list of each NTHJC recognized show before its publication.
e. the committee chair, or committee member appointed by the chair, shall be responsible for reviewing all complaints NTHJC recognized shows.
f. the committee shall be responsible for reviewing the show facilities and course designs, if needed, before and NTHJC recognized show.
g. at least one member of the committee shall be a member of the Show Committee of any NTHJC recognized show.
h. a Show Committee Secretary shall be appointed by the Show Committee Chair to keep an accurate record of all member registrations, and rider and horse award points. The Show Committee Secretary, if not a member of the Show Committee, is entitled to attend, as a nonvoting member, all meetings of the Show Committee. With approval by the Board of Directors, a third party can be hired to assist the Show Committee Secretary in maintain records.
i. as time-sensitive issues arise requiring an immediate decision or action to ensure the interests of the membership are maintained, the Show Committee may, with a unanimous vote and under the guidance of the Officers of the Corporation, make reasonable decisions and actions will reported to the full Board of Directors at the next meeting.
j. shall be responsible for the planning and management of all Club-managed shows during the season, including, but not limited to determining location and date, judge, classes offered, and prizes.
k. shall secure one (1) member of the Board of Directors to remain on the show premises to assist the show office collect the deposit, review the financials, and close out the books for the day.
Section 9. NTHJC Annual Awards Banquet Committee The Vice-President shall be the chairperson of this committee. This committee is responsible for the planning of the Annual Awards Banquet, including, but is not limited to, determining location and date, notification of members, and award selection.
Section 1. Funds All funds for NTHJC shall be spent for the sole purpose of furthering the objectives of NTHJC.
Section 2. Calendar Year The fiscal year of the organization shall begin on January 1 and end on December 31.
Section 3. Audit of Financial Records The financial records of the organization may be audited annually after the close of the calendar year by a professional auditor. A written report of the audit shall be submitted to the Board of Directors and shall be kept on file.
Section 4. Books and Records The Corporation shall:
a. keep correct and complete books and records of accounts;
b. Keep correct and complete minutes of proceedings of its Board of Directors;
c. keep at the principal address, a record giving the names and addresses of all members of the Board of Directors.
Checks, Deposits, and Funds
Section 1. All Checks and Drafts All checks, drafts, and orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by the Treasurer or by the President in the absences or inability of the Treasurer to do so.
Section 2. Deposits All funds of the Corporation shall be promptly deposited to the credit of the Corporation at such banks, trust, companies, or other depositories as the Board of Directors may select.
Section 3. Gifts The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or device for the general purpose or for any special purpose of the Corporation.
Section 4. Operation Prohibitions The Corporation, its Board of Directors, officers and agents, shall not do any act which shall constitute a basis for denial of tax exemption under applicable laws. In particular:
a. The Corporation shall not: (1). Lend any part of its income or corpus, without receipt of adequate security and a reasonable tare of interest; (2). Pay any compensation, in excess of a reasonable allowance for salaries or other compensation for personal services actually rendered; (3). Make any part of its services available on a preferential basis; (4). Make any substantial purchase of securities or any other property for more than adequate consideration in money or money’s worth; (5). Sell any substantial part of its securities or other property for less than an adequate consideration in money or money’s worth; (6). Engage in any other transaction which results in a substantial diversion of its income or corpus to a person who has made a substantial contribution to the Corporation. A member of the family of such person, or a corporation controlled by such person.
b. The Corporation shall not accumulate out of income amounts which are: (1). Unreasonable in amount or duration in order to carry out the purpose or function constituting the basis for tax exemption; (2). Used to a substantial degree for purposes or function constituting the basis for tax exemption; (3). Invested in such a manner to jeopardize the carrying out of the purpose or function constituting the basis for tax exemption.
Non-Liability of Board of Directors
To the greatest extent permitted under the Texas Non-Profit Corporation Act and all other applicable laws at the time, (a) NTHJC, Inc. and its directors, officers and committee chairpersons shall not be liable to its members for acts or omissions to act or any statement or any omissions or errors there in published or circulated by NTHJC, Inc., and its directors, officers or chairpersons acting in such capacities; and (b) each present and future member shall be deemed to have expressly released NTHJC, Inc. and it directors, officers and chairpersons of and from any and all liability (1) for such action, omissions, statements or omissions or errors published or circulated and (2) by reason of any agreement, contracts, obligations, acts or plans entered into or undertaken by NTHJC, Inc. on behalf of its members.
Amendment of Bylaws
These Bylaws may be amended, altered, or repealed and new Bylaws may be adopted by a two-thirds (2/3) vote of the Senior Members who return a mail in email ballot. The ballot will be distributed to all Senior Members at their last known address, and must be returned with in fourteen (14) days of the date of mailing. In addition, notice of the Bylaws amendment will be posted on the NTHJC website at the time the ballot is mailed.
The rules contained in the current edition of Robert’s Rules of Order, Newly Revised, shall govern the Corporation in all cases to which they are applicable and in which they are note in conflict with these Bylaws or the Articles of Incorporation.
The Corporation may, buy is not required to, have a seal and may conduct all activities in furtherance of its purpose and execute all instruments necessary to any transactions conducted by the Corporation without imprinting of a seal on said instruments.
Waiver of Notice
Whenever any notice is required to be given under the provisions of the Texas Non-Profit Corporation Act or under the provisions of the Articles of Incorporation or Bylaws of the Corporation a waiver thereof in writing signed by the person or persons entitled to such notice whether before or after the time stated therein shall be deemed equivalent to the giving of such notice.
Any archive of the Corporation is established in order to maintain and preserve the history of the Corporation. It shall be maintained by the Recording Secretary and contain all documents and other materials of historical significance to the Corporation. In furthering these objectives, the immediate past President shall prepare a repost of the activities of the Corporation during the year of his/her service and shall place this report with the archives.