TRSC Bylaws
ARTICLE 1
Offices
1.1) Offices: The principal office of the Corporation shall be located at the current secretary's residence, which may be either within or without the State of Minnesota.
ARTICLE 2
General Membership
2.1) General Membership: To apply for membership, applicants must submit in person at a general membership meeting a written application form along with the designated initiation fee to the secretary of the Corporation. No one under 18 (eighteen) years of age will be admitted as a member unless accompanied by a parent member, or legal guardian member.
2.2) Lifetime Honorary Membership: In recognition of significant contributions to the Corporation, the Board of Directors may grant an individual or family honorary lifetime membership. A nominee for lifetime honorary membership must have been a member for a minimum of 10 (ten) years. A lifetime honorary membership must be approved by a two‑thirds (2/3) vote of the Board members present at any regular or duly called Board meeting. A lifetime honorary membership shall have all the rights and privileges as a general membership. No more than 5 (five) lifetime honorary memberships shall be in existence at any one time.
2.3) Transferability: A member may not voluntarily or involuntarily transfer its membership or any right arising there from.
2.4) Voting Rights: Each member of the Corporation eighteen (18) years of age and older as of January 1st shall be entitled to one vote on each matter submitted to a vote of the members at any regular or duly called general membership meeting. There shall be no proxy votes or absentee ballots. All members of the Corporation, regardless of age, are eligible to vote on the extra event held at closed club shows.
2.5) Dues: Each individual membership or family membership shall pay yearly dues in the amount set forth from time to time by the Board of Directors and approved by a majority of the eligible voting members present at any regular or duly called general membership meeting. The deadline for payment of dues is January 1st, after January 1st a late fee shall be incurred. When any membership is in default of payment of dues for a period of three (3) months, that membership shall be terminated.
2.6) Scheduled Meetings: Meetings are held monthly, March through November. The December meeting of the members shall be held for the purpose of the annual elections of a Board of Directors, election of Officers and the transaction of any other business coming before it.
2.7) Special meetings of the members: Special meetings of the members may be called at any time by the President, the Board of Directors, or by request of not less than fifteen percent (15%) of the eligible voting members.
2.8) Notice of Meetings: A calendar of events is sent out by the President each year listings the Corporations meetings and activities. No notice shall be required for scheduled meetings. Written notice will be mailed ten (10) days prior to the date of the annual election meeting and meetings for amendments to Articles and By-laws. Notice of special meetings will be made to all members.
2.9) Place of Meetings: Place of meetings is left up to the Board of Directors and the general membership.
2.10) Termination of Membership: Membership may be terminated for any just cause. After an appropriate hearing, the Board of Directors by an affirmative vote of two-thirds (2/3) of all the members of the Board may recommend to the general membership termination of membership of any member. Membership may be removed from any member with at least a two-thirds (2/3) affirmative vote of the eligible voting members present at a special meeting of the membership called for this purpose or at any other meeting of the general membership held in accordance with these By-laws. Members may also be expelled or suspended for default in the payment of dues by the deadline fixed in these By-laws.
2.11) Resignation: Any member may resign by filing a written resignation with the Secretary.
2.12) Reinstatement: Upon written request signed by a former member and the required late fee plus delinquent dues, and filed with the secretary, the Board of Directors, by the affirmative vote of two-thirds (2/3) of the eligible voting members present at a general membership meeting, may reinstate such former member to membership upon such terms as the Board of Directors may deem appropriate.
2.13) Quorum: Fifteen percent (15%) of the membership shall constitute a quorum for the transaction of Corporation business.
ARTICLE 3
Board of Directors
3.1) General Powers: The business, property, and affairs of the Corporation shall be managed by a Board of Directors In accordance with the provisions of the Articles of Incorporation and The By-laws approved the general membership. A Director must be a member in good standing of the Saddle Club.
3.2) Nominations: Nominees for a Senior Director position must be 18 (eighteen) years of age and older as of the year they are to take office. Nominees for a Junior Director position must be 17 (seventeen) years of age and under as of the year they are to take office. Individuals nominated by the Board of Directors will be posted and must be identified by the close of the November General Membership Meeting. Nominations will not be accepted from the floor at the annual election meeting. An individual shall not be considered a candidate for a Director position unless they are a member in good standing and were a member of the Corporation on January 1st of the election.
3.3) Number, Term of Office and Qualification: The Corporation shall have nine (9) Directors, composed of President, Vice-President, Secretary, Treasurer, three (3) Senior Directors (18 years of age or over) and two (2) Junior Directors (17 years of age or younger as of the first of the year in which they take office), and the past president in an advisory capacity. Each Director shall hold office until the next annual election meeting and until his/her successor shall have been elected. There shall be no more than one member on the Board from the same membership. No Senior Director or Junior Director shall be elected to more than 2 (two) consecutive terms.
3.4) Scheduled Meetings: All meetings of the Board of Directors may be called by or at the request of the president or any two Directors. The person or persons authorized to call meetings of the Board may fix any place to hold the meeting.
3.5) Notice: All Directors to be notified of any meetings.
3.6) Removal of a Board Member: A Board of Director of the Corporation may be removed for just cause after an appropriate hearing by an affirmative vote of two‑thirds (2/3) of the eligible voting members present at a special meeting of the membership called for this purpose or at any other meeting of the general membership held in accordance with these By-laws.
3.7) Vacancy or Resignation: Any Director may resign at any time by giving written notice to the secretary. The Board of Directors at any meeting thereof may fill any vacancy of the Board resulting from removal, resignation or death. A Director appointed to fill a vacancy shall be appointed for the unexpired term of his/her predecessor in office. Unexpired terms do not count as part of the two (2) consecutive term limit if that member is then elected to a Director position at the next annual election meeting.
3.8) Quorum: A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board.
3.9) Attendance: Any Director who is absent from three (3) consecutive general meetings without excuse satisfactory to the Board shall be deemed to have surrendered his/her office as Director.
3.10) Compensation: No Director shall receive any compensation for his/her services as a Director unless such compensation is authorized by resolution of the Board of Directors and by the member delegates. Nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefore.
ARTICLE 4
Officers
4.1) Number of Officers: The Officers of the Corporation shall be a President, a Vice President, a Secretary, and a Treasurer. Officers must be members of the Board of Directors.
4.2) Nominations: Nominees for an Officer position must be 18 (eighteen) years of age and older as of the year they are to take office. Individuals nominated by the Board of Directors will be posted and must be identified by the close of the November General Membership Meeting. Nominations will not be accepted from the floor at the annual election meeting. An individual shall not be considered a candidate for an Officer position unless they are a member in good standing and were a member of the Corporation on January 1st of the election.
4.3) Election, Term of Office and Qualification: The Officers shall be elected by a majority of the eligible voting members votes at the annual election meeting in December. Each such Officer shall serve for one year and until the next annual election meeting and until his/her successor is elected or until he/she has been removed in the manner hereinafter provided. No member shall be elected to the same office more than two (2) consecutive terms.
4.4) Removal of an Officer: An Officer of the Corporation may be removed for just cause after an appropriate hearing by an affirmative vote of two-thirds (2/3) of the eligible voting members present at a special meeting of the membership called for this purpose or at any other meeting of the general membership held in accordance with these By-laws.
4.5) Vacancy or Resignation: Any Officer may resign at any time by giving written notice to the secretary. Any vacancy of the Board resulting from removal or any vacancy resulting from resignation or death may be filled by the Board of Directors at any meeting thereof. An Officer appointed to fill a vacancy shall be appointed for the unexpired term of his/her predecessor in office. Unexpired terms do not count as part of two (2) consecutive terms in office if that person is then elected to an office at the next annual election meeting.
4.6) Attendance: Any Officer who is absent from 3 consecutive monthly meetings without excuse satisfactory to the Board shall be deemed to have surrendered his/her office.
4.7) Compensation: No Officer shall receive any compensation for his/her services as an Officer unless such compensation is authorized by resolution of the Board of Directors and by the members. Nothing herein contained shall be construed to preclude any Officer from serving the Corporation in any other capacity and receiving compensation therefor.
4.8) President: The President shall be the Chief Executive Officer of the Corporation, shall preside at all meetings of the members and of the Board of Directors and shall have general control of the business of the Corporation. He/she shall be exofficio a member of all standing committees. He/she may execute and deliver in the name of the Corporation any deeds, mortgages, bonds, contracts, or other instruments pertaining to the business of the Corporation, and in general shall perform all duties incident to the office of the President, and such other duties as may from time to time be prescribed by the Board.
4.9) Vice President: In the absence of the President or in event of the Presidents inability or refusal to act, The Vice President shall have all of the authority and responsibility of the President and shall have such other duties as may from time to time be prescribed by the Board.
4.10) Secretary: The Secretary shall (a) keep or cause to be kept in the minute book proper minutes of the meetings of the members and minutes of the proceedings of all meetings of the Board of Directors and Executive Committee; (b) give all required notices in accordance with the provisions of these By-laws; (c) have custody of the corporate records, except records of the Treasurer which shall be in the custody of the Treasurer; (d) notify members of dues owed to the Corporation; (e) keep a register of the post office address of each member which shall be furnished to the Secretary by such member: (f) perform such other duties as may be assigned to him/her by the Board of Directors.
4.11) Treasurer: The Treasurer shall have charge and custody of all funds of the Corporation. He/she shall keep or cause to be kept an accurate account of all receipts and disbursements and shall render accounts to the Corporation. He/she shall deposit all monies in the name of the Corporation in such banks or depositories, as the Directors shall designate. He/she shall have the power to endorse for deposit all instruments received by the Corporation. He/she shall disburse funds of the Corporation as directed by the Board of Directors. He/she shall perform such other duties as may from time to time be prescribed by the Board of Directors. He/she shall not make any disbursements in excess of $300.00 without prior approval by the Board of Directors. He/she shall perform such other duties as may be assigned to him/her by the Board of Directors.
ARTICLE 5
Committees
5.1) Committees: The President may, from time to time, appoint such committees as it may deem proper, and may prescribe the functions and duties of such committees and the terms of membership of committee members. The President will appoint a chairman authorizing that person to appoint the members thereof. Committees shall adopt the rules governing the Corporation as provided in these By-laws and Articles of Incorporation.
5.2) Removal: Any member thereof a committee may be removed by the President whenever in his/her judgment the best Interest of the Corporation shall be served by such removal.
5.3) 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 appointment.
5.4) Quorum: Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
5.5) Act of committee: Any action or recommendation of committees shall be reported at the first regular meeting of the Board that follows the action of the committee.
ARTICLE 6
Fiscal Year
6.1) Fiscal Year: The fiscal year of the Corporation shall begin on January 1st and end on December 31st of each year.
ARTICLE 7
No Seal
7.1) No Seal: The Corporation shall have no seal.
ARTICLE 8
Contracts
8.1) Contracts: The Board of Directors, except as otherwise provided in these By-laws, may authorize any Officer or Officers, or agent or agents, to enter into any contract, or execute and deliver any Instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances. Unless authorized by the Board of Directors, no Officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement, or to pledge credit, or to render pecuniarily for any purpose or in any amount.
ARTICLE 9
Deposits
9.1) Deposits: All funds of the Corporation shall be deposited to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may designate, or as may be designated by any Officer or Officers or agent or agents of the Corporation to whom such power may be delegated by the Board of Directors. For the purpose of such deposit, any person or persons to whom such Power is so delegated may endorse, assign and deliver checks, drafts, and other orders for the payment of money which are payable to the order of the Corporation.
ARTICLE 10
Indemnification
10.1) Indemnification: To the full extent permitted by law, the Corporation shall indemnify and hold harmless, all Officers, Directors, employees and agents of the Corporation for all acts performed by them in any good faith attempt to fulfill their duties to the Corporation, specifically including all costs and expenses, including attorney fees, incurred in any action, claim or demand concerning any such act. This provision shall be construed so as to provide and require the broadest, most complete and extensive scope of indemnification legally permissible at the time indemnification is sought or provided.
ARTICLE 11
Notices
11.1) Notices: All notices required by these By-laws shall be in writing and shall be given by the Secretary to the Directors or the members entitled thereto a addresses as shown on the records of the Corporation if by mail. Notice may also given in person or by telephone or fax.
ARTICLE 12
Compensation
12.1) Compensation: No
Individual shall receive a salary or remuneration without prior approval of the
Board of Directors and the eligible voting members of the Corporation.
ARTICLE 13
Amendments
13.1) Amendments: These By-laws may be amended or repealed and new By-laws adopted by the affirmative vote of two-thirds (2/3) of the total eligible voting members of the Corporation present at any meeting of the members, provided that notice of such proposed amendment, repeal or addition be included in the notice of the meeting held for such purpose and that such notice be given at least ten (10) days prior to the date of the meeting.
ARTICLE 14
Rules of Order
14.1) Rules of Order: Roberts Rules of Order shall govern the conduct of all meetings of the Corporation except when in conflict with these By-laws or the Articles of Incorporation.
ARTICLE 15
Club Colors
15.1) Club Colors: The colors of the club flag and banners shall be black, red and white.
ARTICLE 16
Drinking
16.1) Drinking: There shall be no excessive drinking while on trail rides or any activity sponsored by the Corporation. Any excessive drinking shall be dealt with by the Board of Directors as provided for in these By-laws.
ARTICLE 17
Show Representation
17.1) Eligibility: Membership on January 1st is required to be eligible to ride under the name of Trail Riders Saddle Club at the Minnesota State Fair. In addition, individuals or one (1) family member must attend a minimum of three (3) general membership meetings and work at a minimum of two (2) of the club closed or open shows.
ARTICLE 18
Royalty
18.1) Royalty: The Corporation shall have royalty consisting of a Queen, a Princess, a Little Miss and a Little Buckaroo.
18.2) Eligibility: Membership on January 1st is required to be eligible for all royalty. The Queen must be 18 (eighteen) years of age or older as of January 1st of the year that they assume their title. The Princess must be between the ages of 14 (fourteen) and 17 (seventeen) as of January 1st of the year that they assume their title. A member may only hold the title of Princess once. The Little Miss must be between the ages of 13 (thirteen) and 11 (eleven) as of January 1st of the year that they assume their title. A member may only hold the title of Little Miss once. The Little Buckaroo must be must be 10 (ten) years or younger as of January 1st of the year that they assume their title. A member may only hold the title of Little Buckaroo once.
18.3) Representation: All Royalty must agree to represent the Corporation in the following manner:
1. Attend all club open shows.
2. Attend five (5) or more general membership meetings.
3. Attend two (2) or more club closed shows.
4. Hand out awards at club open shows and the Washington County Fair.
5. Represent in your best western wear, crown and banner Trail Riders Saddle Club by participating in the Queens ride at all WSCA shows in which you attend.
6. Submit a monthly “Club News” letter to the WSCA Spotlight Editor. This responsibility is to be divided equally between the members of the court.
7. Not represent any other WSCA club as part of their royal court.
CERTIFICATION OF BY-LAWS
The undersigned, Secretary of Trail Riders Saddle Club, Inc., hereby certifies that attached hereto is a true and correct copy of the By-laws of the Corporation.
