The name of this organization shall be MISSOURI VALLEY MORGAN HORSE CLUB, INC., herein referred to as the Club.

The purpose of this Club is to foster the enjoyment, use and knowledge of the Morgan Horse. In furtherance of this goal, the Club will disseminate educational material, sponsor and promote equestrian activities such as clinics, seminars, trail rides, activities and competitive events, and encourage others to do likewise. The Club will participate in any program or activity deemed advisable by its membership, provided that it does not conflict with conditions governing a non-profit educational organization as defined by The United States Department of Internal Revenue. The Club will cooperate with other local and national organizations and individuals interested in the development of the Morgan Horse.

Section 1. Classes of Membership
There shall be three classes of membership: Individual, Family, and Youth.
A) An Individual Member shall have the right to vote, hold office, and participate in all Club activities.
B) A Family Membership shall include two votes, and give each member of the family living in the same household the right to hold office and participate in all Club activities.
C) A Youth Member, an individual under the age of 19 as of January 1, shall be deemed to be an associate member of the Club without voting power.

Section 2. Amount of Dues
The amount of annual dues for each class of membership shall be established by a majority vote of the Board of Directors of the Club. Prior to each Annual Meeting of the Club, the Board may alter the membership dues for the ensuing membership year. If the Board does not take action on the question of membership dues prior to the Annual Meeting, the dues in effect at the time of the Annual Meeting shall continue in effect throughout the ensuing year.

Section 3. Date of Payment
Dues shall be due on or before November 1 for each membership year. Any member delinquent with regard to the payment of dues as of January 1 of each membership year shall cease to be a member of the Club. Memberships may be purchased at any time during the membership year, but no reduction in membership fee shall be allowed.

Section 4. Revocation of Memberships
Any member may be dropped from the membership for conduct detrimental to the interests of the Club. A two- thirds vote of the Board of Directors shall be required to effect a revocation of membership. Prior to voting on a motion of revocation, the Board must notify, in writing, the membership subject to the motion that, 1) a vote will be taken on a motion to revoke his or her membership and, 2) he or she may request a hearing before the Board of Directors prior to the vote. If no hearing is requested, the Board may proceed directly to a vote. A person whose membership is revoked may apply for reinstatement to the Club membership at any time after the revocation takes effect. A two-thirds vote of the Board of Directors shall be required for reinstatement.

Section 5. Membership Year
The membership year shall run from November 1 through October 31.

Section 1. President
The President shall preside at all meetings of the Club. The President may call a special meeting of the Club, subject to the approval by the Board of Directors. The President shall not vote on any issue except to break a tie.

Section 2. President Elect
The President-Elect shall, in the absence of the President or upon his or her request, perform all the duties of the President. In the event that the office of president becomes vacant, the President-Elect shall succeed the President. The President-Elect shall be liaison to the American Morgan Horse Association.

Section 3. Secretary
The Secretary shall keep minutes of all meetings of the Club and be responsible for maintaining records of all business transacted at meetings.

Section 4. Treasurer
The Treasurer shall be the general financial officer of the Club. He or she shall collect monies due the Club, keep full and accurate accounts of all receipts and disbursements, deposit all monies and other valuables in depositories designated by the Board of Directors and pay all bills of the Club. He or she shall report to the Board, when so requested, the financial status of the Club. He or she shall make an annual report to the Club of its financial condition.

Section 1. Number of Officers
The Board of Directors shall consist of eleven adult Club members. Five of the eleven seats shall be occupied by the President, President-Elect, Secretary, Treasurer, and the immediate past President of the Club. The individuals elected to each of these Club offices shall hold the same offices on the Board of Directors. An additional twelfth seat shall be filled by a youth member of the Club, provided that a youth member who is willing and able to assume the duties and responsibilities of board membership as identified by the nominating committee, or nominated from the floor at the Annual Meeting. In the event that no youth member is nominated for the position, the position shall remain unfilled.

Section 2. Election
Board members shall be elected at the Annual Meeting by a majority of voting members present or represented by proxy. Each Board member’s term of office shall commence following his or her election. Board members shall not be eligible to succeed themselves after two consecutive terms. A partial term (such as from an appointment) shall not be considered a term for succession purposes.

Section 3. Election Protocol
The membership shall elect six board members whose terms of office shall be two years. Members of the annual meeting of 1992 shall elect three Board Members to replace those whose terms expire in 1992. Beginning with the 1993 Annual Meeting, the membership shall, each year, elect three board members, each of whom shall serve a two-year term of office. The membership shall elect one youth member (provided one is available and willing) whose term of office shall be one year (see Section 1 above).

Section 4. Responsibilities
A) The Board of Directors shall be responsible for the general management of the affairs of the Club. B) The Board of Directors shall make and enforce the rules of the Club and of the Board. It shall use its discretion in adopting rules recommended by the respective committees or the general membership.

Section 5. Quorum
At all meetings of the Board of Directors, a simple majority of its members shall constitute a quorum.

Section 6. Vacancies
In the event of a vacancy on the Board of Directors, the Board shall name a member to fill such vacancy until a successor can be elected to complete the term.

Section 7. Records and Reports
The Board of Directors shall keep a record of its proceedings and shall report at the Annual Meeting of the Club, or at any general meeting, any matters which, in its judgment, require the action of the members.

Section 8. Time and Place of Meetings
All meetings of the Board of Directors shall be held at such time and place as the Board of Directors shall direct. Members of the Club may attend any Board meeting. Board meetings will be held only after at least five days notice to board members. Whenever possible, notice of Board meetings shall be printed in the Club newsletter.

Section 9. Executive Session
The Board of Directors may go into Executive Session. Minutes taken in conjunction with such an executive session should state only that the board went into executive session and the outcome of any vote taken during the executive session.

Section 10. Delegation to Committees
The Board of Directors shall delegate to the various committees such duties and powers as it shall deem necessary or desirable.

Section 11. Compensation
The Directors shall receive no compensation for services as Directors, nor shall they be compensated for expenses incurred in connection with attendance at meetings or the Board of Directors.

Section 12. Fiscal Year, Audit and Additional Duties
The Board of Directors shall establish the fiscal year of the Club, safeguard the securities, properties and assets of the Club, approve all major expenditures and the annual budget, and determine dues and assessments. The board shall approve a person to provide an annual, independent audit of the financial records.

Section 13. Impeachment, Recall and Removal from Office
Any Board member may be removed from office, and/or from the board of Directors, for failure to effectively and faithfully discharge his or her duties, or for conduct detrimental to the interests of the Club. Malfeasance or misconduct includes, but is not limited to, chronic absence from the scheduled meetings of the Board, and failure to follow the rules of the Club as specified in the Bylaws. Articles of impeachment may be presented to the Board by any board member, without petition, or by any general member presenting a petition signed by at least one-fourth of the voting membership of the Association, at any regular or special meeting. The Articles of Impeachment shall be considered by the Board at a special or regular meeting to be held not sooner than ten days or more than 60 days following their presentation. A simple majority vote of the board of Directors present at that meeting shall be necessary to impeach any board member and/or officer.

Following a vote to impeach, the board shall, within five days:

1. notify the member subject to the action that the Articles of Impeachment have been approved;

2. furnish a written copy of the Articles of Impeachment to the Impeached member;

3. notify the member that he or she may request a hearing before the board prior to a vote to remove from office; and

4. notify the member of the date, time and place of the meeting at which the hearing will be held.

Section 1. Standing Committees
The Standing Committees of the Club shall consist of Membership, Competitions, Education, Publicity, and Youth. Special committees may be established as deemed necessary by the Board of Directors.

Section 2. Appointments
All committees shall be appointed by the President.

Section 3. Nominating Committees
A Nominating Committee, consisting of two members, may be appointed by the President prior to the Annual Meeting. None of the committee members can be members of the Board of Directors. The Nominating Committee shall present a slate of officers and candidates for the Board of Directors at the Annual Meeting. Any nominee not intending to be present at the election must submit to the nominating committee, in writing, his or her willingness to serve in that capacity.

Section 4. Duties of Standing Committees
The duties of the Standing Committees shall be as follows:

1. The Membership Committee shall be responsible for the collection of dues, keeping an accurate membership list and recruiting new members.

2. The Competitions Committee shall be responsible for the organization and conduct of all competitions sponsored by the Club.

3. The Education Committee shall be responsible for clinics and special programs.

4. The Publicity Committee shall be responsible for seeing that all activities of the Club receive appropriate publicity and for the editing and publishing of any newsletter issued by the Club.

5. The Youth Committee shall be responsible for organizing and coordinating activities and programs for youth interested in the Morgan Horse.

Section 1. Meetings
There shall be an Annual Meeting of the Club and such other meetings as called by the President with the approval of the Board of Directors.

Section 2. Notification
The membership shall be given reasonable written notice of the time and place of membership meetings.

Section 3. Annual Meetings
An Annual Meeting of the Club shall be held in October, if possible. Members shall be notified at least 20 days in advance of the meeting. Election of Officers and Board Members shall take place at this meeting.

Section 4. Order of Business
The order of business for meetings of the board of Directors and of meetings of the Club shall be:

1. Approval of minutes and treasurer’s reports

2. Reports of officers

3. Reports of committees

4. Unfinished business

5. New business

6. Adjournment

Section 5. Annual Meeting Order of Business
The order of business for the Annual Meeting shall be:

1. Introduction of new members

2. Approval of minutes of the last annual meeting

3. Reports of officers

4. Unfinished business

5. Election of officers

6. Election of board members

7. New business

8. Adjournment

Section 6. Quorum and Proxies
At a meeting of the members, a quorum shall consist of one-fourth of the number of current voting members. Members may be represented by proxies. In order to be valid, a proxy statement shall be in writing and shall be submitted to the President before or at the meeting at which the proxy is to be exercised. The proxy statement shall be signed and dated by the member designating the proxy, and it shall name the proxy. Each voting member shall be entitled to exercise one proxy vote.

Section 1.
The Bylaws of the Club may be amended or repealed by the members of the Club at any membership meeting. A proposed amendment to the Bylaws shall be presented in writing to the membership at least 20 days prior to the meeting of the members at which it will be voted on.

Section 2.
A vote of two-thirds of the voting members present or represented by proxy at a meeting shall be necessary to pass an amendment to the Bylaws.

In the event of dissolution of the Club or any termination of its activities, all of its assets shall be paid over or transferred to: 1) The American Morgan Horse Association, or 2) any other organization under the Internal Revenue Code, contributions to which are tax deductible for federal income tax purposes. The provisions provided in Article X hereof shall remain in full force and effect and shall not be rescinded, altered or amended in any manner whatsoever.

The foregoing bylaws were adopted as the bylaws of the Missouri Valley Morgan Horse Club, Inc. by Resolution made, seconded and carried at a regular meeting of the membership of the Missouri Valley Morgan Horse Club, Inc. in 1992.