Membership - ByLaws February  4, 2023

 

AMENDED AND RESTATED BYLAWS

LOUISIANA QUARTER HORSE BREEDERS ASSOCIATION

 

STATE OF LOUISIANA                                 

 

PARISH OF RAPIDES

 

BE IT KNOWN, that effective on this 14th day of March, 2022, personally came and appeared, President of  the board of directors of Louisiana Quarter Horse Breeders Association, (the “Corporation” or “Association”), a nonprofit corporation organized under the laws of the State of Louisiana having its principal place of business located at  105 Carlyon Ln, Alexandria, LA 71303 who declared that pursuant to a Resolution of the board of directors dated March 14, 2022 authorizing the restatement of the Bylaws of the Corporation, the Bylaws of the Corporation and any previous amendments thereto are amended and restated in its entirety to read as set forth below.  The effective date (the “Effective Date”) of these Amended and Restated Bylaws (the “Bylaws”) shall be March 14, 2022, as follows:

 

ARTICLE 1

NAME AND PURPOSE

 

            Section 1.1      Name.  Pursuant to LRS 4:186, The name of the Corporation shall be Louisiana Quarter Horse Breeders Association (hereinafter sometimes the “Association” or “Corporation”).  The Association shall have and continuously maintain a registered office and its principal place of business 105 Carlyon Ln, Alexandria, LA 71303 as required by the Louisiana Nonprofit Corporation Act, La. R.S. 12:201, et. seq. (the “Act”).  The registered agent shall be either an individual resident of the State of Louisiana or a corporation authorized to transact business in the State of Louisiana.

 

            Section 1.2      General Purpose.  The Corporation is organized and shall be operated for all purposes consistent with LRS 4:179 and shall be a not-for-profit state corporation which shall serve as the State of Louisiana’s sole registrar of accredited quarter horses foaled in Louisiana.    Within the framework and limitations of the foregoing, the general purpose of the Corporation shall also include any and all activities reasonably intended to promote quarter horse breeding and racing in the state of Louisiana as well as any other acts lawful under the laws and regulations of the state of Louisiana and the United States of America.

 

            Section 1.3      Additional Purpose Provisions.

 

(a)  No part of the net earnings of the Corporation shall inure to the benefit of or be distributable to its members (if any), officers, directors, 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 purpose set forth in Section 2 of this Article.

(b)   The Corporation shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of the Amended and Restated Articles of Incorporation or these Bylaws, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(5) of the Internal Revenue Code (“Code”), or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Code, or the corresponding section of any future federal tax code.

(c)   The Corporation will neither have nor exercise any power, nor will it engage directly or indirectly in any activity, that would invalidate its status as a not-for-profit corporation.

 

Section 1.4     Definitions.  Capitalized terms not defined herein or in the Declaration

shall have the meaning specified or used in the Business Corporation Act (R. S. 12:101, et seq., the “Act”)

 

            Section 1.5      Prohibited Acts.  Notwithstanding any other provision of the Amended and Restated Articles of Incorporation or these Bylaws, no director, officer, employee, or agent of the Corporation is permitted to take any action or carry on any activity by or on behalf of the Corporation, which is not permitted to be taken or carried on by an organization exempt under Section 501(c)(5) of the Code.

 

ARTICLE 2.

MEMBERS

 

    Section  2.1                         Classes of Membership.  The Corporation shall have two classes of

membership, regular and lifetime members.

 

Section 2. 2                 Members defined. 

A regular member is a natural or artificial person created pursuant to Louisiana law, who accepts the Purposes of the Corporation and agrees to be bound by these bylaws. 

(a)        To be a regular member, a natural person must be at least eighteen (18) years of age or older.  In order to vote, a regular member must, i.)   be  in good standing for a minimum period of one year, ii.)  has paid his current dues and, iii.) otherwise complies with these by-laws, as the same may be determined by the board of directors.  Each member in good standing shall be entitled to one (1) vote on each matter submitted to a vote of the members.

(b)       Artificial Person is defined to mean a Business Corporation, Partnership, Limited Liability Company or Limited Liability Partnership doing business in the state of Louisiana.

Section 2.3      Any regular member may become a lifetime member upon payment of the lifetime membership dues as set by the Board of Directors.

Section 2.4      Each Member is entitled to one vote.  Voting by Proxy is not permitted. Voting shall be either in person at the Annual Meeting as hereinafter provided or by mail in accordance with any plan of election that may hereafter be adopted by the board of directors.

Section 2.5  Voting on behalf of a Related Business Interest Prohibited.  A Member shall not vote on behalf of a Related Business Interest.  “Related Business Interests” is defined to mean an Artificial Person in which the Member directly or indirectly owns more than 5% of the capital, units of ownership or stock.

Section 2.6      Member Suspension or Expulsion.  The Board of Directors may suspend or expel any regular member, lifetime member from the Association by a 2/3rds vote of the Directors present at a meeting of the Board held to consider a complaint against such member for violating the bylaws of the Corporation, any rules and regulations of the Association or for conduct determined by the Board to be injurious to the Association or its objectives, including but not limited to the following:

a.      A Member has been convicted of a felony as defined under the laws of the United

 States or any state.

b.   A Member has converted funds or property of the Association, committed fraud in any manner affecting the business and affairs of the Corporation or otherwise has caused material financial damage, harm or injury to the Corporation.

c.   A regular or lifetime member falsely registered, or aided and assisted another in falsely registering a horse with the American Quarter Horse Association of the   Louisiana Quarter Horse Breeders Association.

d.     A regular or lifetime member has acted intentionally or in a grossly negligent manner which resulted in substantial damage or harm to the Association or to the Quarter Horse Industry.

 

e.      A regular or lifetime member has failed to pay any account owed to the Association within sixty (60) days of notice by certified mail of the overdue account.

 

f.       A regular or lifetime member has failed to abide by these Bylaws or violated a material rule or regulation of the Association.

Section 2.7      Right to Hearing.  Notwithstanding any statement to the contrary, loss of Membership shall occur only after a hearing is held by the Board of Directors following written notice to the affected Member of the date, time and place of the hearing.

Section 2.8      Members List.  The Board of Directors shall prepare and make available a list of the Association’s members in accordance with Louisiana R.S. 12:223.

Article 3.

MEETINGS OF THE MEMBERS OF THE ASSOCIATION

 

Section 3.1      Annual Meeting.  Except as hereinafter provided, the annual meeting of the membership shall be held after sixty (60) days written notice as hereinafter provided to each member.  An Annual Meeting shall be held once a year on the third Saturday in March at the corporate headquarters in Alexandria, Louisiana or on such other date(s) and places as may be designated by the Board of Directors. 

 

            Section 3.2      Special Meeting.  A special meeting of the membership may be called by a majority of the Board of Directors or a majority of the Members in good standing.

 

            Section 3.3      Notice of Meeting.  Written notice of a special meeting of the membership stating the place, day, hour and purpose of any special meeting of the membership shall be directed to each member by USPS, electronic mail, or in any manner usual and customary which is reasonably determined by the board or the Executive Director to give actual notice of the date, time, place and purpose  of the meeting to include posting to the Corporation’s website, not less than ten (10) or more than fifty (50) days before the date of the meeting.  If given by USPS mail, notice of any meeting shall be deemed to be delivered to the member when mailed to their address as it appears on the records of the corporation. 

           

Section 3.4      Quorum.   Five percent of all members, present in person, shall constitute a quorum for the transaction of business at all meetings of the members.  Members present at a meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of a quorum during the course of the meeting of Members.

 

Section 3.5      Agenda.  Unless otherwise provided by the Board of Directors, the Agenda for the Annual Meeting shall be as follows:

a.      Call to Order.

b.     Establishment of a quorum.

c.      Old Business.

d.     New Business.

e.      Election of directors – 

f.      Election Certification by the board of directors.

g.     Other business.

h.     Adjournment.

 

Section 3.6.     Force Majeure or Declaration of National or State Emergency.   The board of directors may suspend or cancel the Annual or any special Meeting of the members upon majority vote of the directors at any regular or special meeting of the board called to consider that proposal which cancellation or suspension of the Meeting of the Members shall be upon such terms and conditions as the board deems reasonable and necessary but only upon a finding by the board of either of the following:

 

a.       An affirmative finding by the board of a "force majeure" (defined to mean those events which make it difficult or commercially impossible or impractical to carry out and perform the normal business of the Association at the Annual or Special  Meeting to include the threat or actual occurrence of a terrorist attack, war, labor stoppages, extreme weather or other such events beyond the control of the Association).

b.       An affirmative finding by the board that the President of the United States has declared a National Emergency or the Governor of the state of Louisiana has declared a state-wide or regional emergency which declaration(s) materially affects the conduct of business at a Members’ meeting of this Association.

c.       In the event of declaration of a force majeure, national or state emergency or that the Annual or Special Meeting should be suspended or canceled for other reasons by the board; or, in the event of a declaration of a national or state emergency, the board of directors shall adopt alternative procedures for the conduct of business and affairs of the Association to include the certification of candidacy, counting of votes, certification of election of members to the board of directors, election of officers of the board together with any and all such other old, new or other business which would have been considered at such Members’ meeting.

 

ARTICLE 4

BOARD OF DIRECTORS

 

            Section 4.1      General Powers.

 

a.      There shall be a Board of Directors of the Corporation, which shall manage, supervise, and control the business, property and affairs of the Corporation, except as otherwise expressly provided by the Articles of the Corporation (as amended), these Bylaws or the Act.  These powers shall extend and include by the board’s sole discretion to authorize and to make any lawful agreements or contracts, payments, or grants of funds to any suitable agency, organization, individuals for payment of breeder awards or otherwise, education, promotion, development and publicity in furtherance of or relevant to, the purpose and objects of this Association.

 

b.     The Board of Directors shall have all powers to initiate and operate such endeavors as are consistent with the Purposes of the Corporation.

 

c.      The Board of Directors shall have the power to acquire by purchase, gift, devise, bequest, annuity, or otherwise, real and personal property of every kind and nature and to hold, use, lease, mortgage, or dispose of same; and shall have all other powers as are vested in the Board of Directors by the Act, applicable state and federal law, the Articles of the Corporation (as amended), and/or these Bylaws.

 

d.     The Board of Directors shall have the power to make grants, donations, gifts, distributions or transfers of the Corporations property and/or assets and agreements regarding those actions, in accordance with its established charitable purposes and in accordance with the Articles (as amended), these Bylaws and applicable state and federal law and regulation.

 

 

            Section 4.2      Number and Qualifications.

 

a.        The Board of Directors of the Corporation shall be composed of not less than 10 and no more than 13 individuals.  The number of directors may be increased (but not above 16) and decreased (but not below 10) by a majority vote of the Board of Directors then in office at any regular or special meeting. No decrease in the number of directors shall have the effect of shortening the term of any incumbent director.

 

b.   Candidates for nomination to the Board of Directors must meet the following qualifications: 

i.      The nominee must have been a natural, regular or lifetime member of the

Association for at least two (2) years immediately prior to the date upon which the election or appointment to the Board of Directors is conducted.

ii.   The nominee must be a breeder of Louisiana bred quarter horses for two (2) years preceding the election.    

iii.   The nominee shall, at the time of their nomination and, if elected, throughout the term in office, remain in good standing, remain qualified to serve and shall be domiciled in the state of Louisiana and in the district from which the nominee is domiciled.

iv.    Domicile, for the purpose of election, from a district means the maintenance of a principal domestic residence within the district from which elected.  Domicile within a district shall mean the nominee’s habitual residence is within the district and two or more of the following facts exists: 

a.               the nominee, if he owns his residence within the district, claims

 homestead exemption for residence.

            b.         the nominee is a registered voter within the district.

b.               the nominee’s address as shown on his Louisiana driver’s license is

 within the district.

c.               the nominee lists his residence within the district as his residence

 on federal or state income tax returns.

d.               the registration for any vehicle owned by the nominee reflects

residence in the district.

v.     The nominee must agree that as a condition to their service as a director of

 the Association, they shall sign a certificate agreeing to abide by and be

bound by these By-Laws to include specifically the Director’s Code of Conduct as provided in Section 4.7.

                        vi.  Board Districts:

The Association shall be divided into four (5) geographical Districts as follows:   

a.      Central District consisting of the parishes of Vernon, Rapides, Avoyelles, Evangeline & St. Landry

b.     South Central District consisting of the parishes of Vermillion, Lafayette, St. Martin, Iberia & St. Mary.

c.      Southeast District consisting of the parishes of Pointe Coupee, West Feliciana, East Feliciana, St. Helena, Tangipahoa, Washington, St. Tammany, Livingston, East Baton Rouge, West Baton Rouge, Iberville, Ascension, St. James, Assumption, St. John the Baptist, St. Charles, Lafourche, Terrebonne, Plaquemine, St. Bernard, Orleans and Jefferson

d.     Southwest District consisting of the parishes of Beauregard, Allen, Calcasieu, Cameron, Jefferson Davis and Acadia.

e.      North District consisting of the parishes of Caddo, Desoto, Red River, Sabine, Natchitoches, Bienville, Claiborne, Lincoln, Jackson, Winn, Grant, Union, Ouachita, Caldwell, LaSalle, Morehouse, Richland, Franklin, Catahoula, Madison, Tensas, Concordia, West Carroll, East Carroll.

 

            Section 4.3.     Nomination:

 

a.        The Notice of the Annual Meeting shall contain a notice that members of the

 Board of Directors will be elected by the members who are in good standing.

b.        Nomination of a Member for election to the Board of Directors shall be made, in

 writing, by any Member, with actual receipt in the Corporation’s office not later than sixty (60) days prior to the annual membership meeting and election of directors.  Members may self-nominate themselves for election to the board of directors which self-nomination must otherwise be in accordance with these By-Laws.

c.        Upon receipt of a nomination of a member for election to the Board of Directors,

 the Executive Director of the Association or his designee shall make an initial determination of the nominee’s qualifications to serve as a member of the Association’s Board of Directors.

d.        Upon the initial determination of a nominee’s eligibility, notice of the names and addresses of record of each nominee shall be provided by USPS mail, fax, or email to the Association’s board of directors who shall have seven (7) days from the date of the notice of the initial determination within which to object to the qualifications of a nominee, which objection must then be reported to the full board of directors for acceptance or rejection.

e.        If no objection is made to the initial determination of a nominee’s eligibility by a member of the board of directors; or, if the objection was rejected by a majority vote of the board of directors, then and in either event, notice of the names and addresses of record of each nominee shall be provided by USPS mail, fax, email, posting on the Corporation’s website or any other manner of communication reasonably calculated to provide notice of the nomination to the members of the Association.  The notice of the initial determination of a nominee’s eligibility shall state that the membership shall have fifteen (15) days from the date of the notice of initial determination within which to object to the qualifications of a nominee, in default of which the nominee’s qualification shall become final.

 

Section 4.4.  Election.  In the event of three or more nominees for election to a position on the Board of Directors, the election of an eligible nominee to the board of directors shall be by a plurality of the certified ballots of the members at any annual or special meeting of the members called for that purpose, as hereinafter provided.  In the event of two nominees for election to a position on the Board of Directors, the election of an eligible nominee shall be by a majority of the certified ballots of the members at any annual or special meeting of the members called for that purpose, as hereinafter provided.   In the event of a tie vote, the eligible nominees who received the same number of votes shall both be elected to serve until the next Annual Meeting of the members at which time a run-off election shall be held for that director’s seat.  In such event and prior to the run-off election, each such director shall have full powers, duties and responsibility as all other members of the board and shall have an individual right to cast a vote on any issue at any meeting of the board of directors until such time as his or their successor is elected and qualified.   The election of members to serve as directors shall be in a manner as determined by the board of directors to include, i.) in person; or, ii.)  through the use of ballots by mail, which election shall otherwise be upon such terms, and provisions which afford reasonable notice of and opportunity to vote by all members of the Association.                   

 

            Section 4.5.     Term of Office.

 

Beginning with the Board of Directors with terms beginning in 2022, each director shall be assigned to Class A, Class B or Class C directorships. 

 

a.   Directors in Class A shall have their term expire upon convening of the Annual or Special Meeting of the Members to elect members of the Class A board in 2022 (and every three years thereafter);

 

b.     Directors in Class B shall have their term expire upon convening of the Annual or Special Meeting of the Members to elect members of the Class B board of in 2023 (and every three years thereafter).

 

c.       Directors in Class C shall have their term expire upon convening of the Annual or Special Meeting of the Members to elect members of the Class C board in 2024 (and every three years thereafter);

 

The members of the Board of Directors and the Class assigned to each director whose term begins in 2022 is set forth in Exhibit A. 

 

            Section 4.6.     Vacancies.

 

a.         Any vacancy occurring in the Board of Directors for any reason, or any directorship to be filled, resignation, death or removal may be filled by the Board of Directors at any regular meeting or at a special meeting of the Board of Directors called for that purpose by a majority vote.

b.         Each director elected to fill a vacancy will hold office for the duration of the unexpired term of his or her predecessor in office. 

c.         Nominations for directors to fill any vacancy by reason of an increase in the

 number of directors, resignation, death or removal may be made by any member of the Board of Directors at or prior to any regular meeting or at a special meeting of the Board of Directors called for that purpose.

 

Section 4.7            Director’s Code of Conduct.   

 

Each member of the board of directors shall:

 

a.        Abide in all respects by this Code of Conduct and all other rules and regulations of the association (including but not limited to the Association's articles of incorporation and bylaws) and will ensure that their in the Association remains in good standing at all times. Furthermore, each member of the board of directors will at all times obey applicable federal, state and local laws and regulations and will provide or cause to provide the full cooperation of the Association when requested to do so by those institutions and their persons set in authority as are required to uphold the law.

 

b.     Conduct the business affairs of the Association in good faith and with honesty, integrity, due diligence, and reasonable competence.

 

c.      Except as the board of directors may otherwise require or as otherwise

required by law, no board member shall share, copy, reproduce, transmit, divulge, or otherwise disclose any confidential information related to the affairs of the association and each member of the board will uphold the strict confidentiality of all meetings and other deliberations and communications of the board of directors.

 

d.     Exercise proper authority and good judgment in their dealings with association staff, suppliers, and the general public and will respond to the needs of the association's members in a responsible, respectful, and professional manner.

 

e.      No member shall disclose or use any information provided by the Association or acquired as a consequence of the board member's service to the association in any manner other than in furtherance of his or her board duties.

 

f.      Upon termination of service, a retiring board member shall promptly return to the association all documents, electronic and hard files, reference materials, and other property entrusted to the board member for the purpose of fulfilling his or her job responsibilities.

 

g.     The members of the board of directors shall act at all times in the best interests of the Association and not for personal or third-party gain or financial enrichment. When encountering potential conflicts of interest, board members will identify the conflict and, as required, recuse or physically remove themselves from all discussion and voting on the matter. Specifically, board members shall follow these guidelines:

 

h.     The members of the board of directors shall avoid placing (and avoid the appearance of placing) one's own self- interest or any third-party interest above that of the association.

 

i.       The members of the board of directors shall avoid improperly using board membership or the association's staff, services, equipment, resources, or property for personal or third-party gain or pleasure; board members shall not represent to third parties that their authority as a board member extends any further than that which it actually extends;

 

j.       The members of the board of directors shall avoid outside business, professional or other activities that would directly or indirectly adversely affect the association in a material manner.

 

k.     Procedure for Review for alleged violations of the Code of Conduct:

 

i.    Any complaint of board member’s or officer’s violation of this Code of Conduct

shall be in writing and mailed to the President/Chair of the Board (c/o of the Association) by any means reasonable and necessary to include ordinary mail, fax, certified mail or electronic mail specifying the date and facts alleged to constitute a violation of this Code. 

ii.   Upon receipt, the President may, a.) unilaterally deny taking any action on the complaint; or, b.) call a special meeting of the Association’s Board of Directors to consider the complaint.  Notwithstanding anything contained herein to the contrary, any three (3) members of the Association’s board of directors may call a special meeting of the board of directors for the purpose of considering a written or verbal complaint of a violation of this Code.

 

l.        Discipline, Sanctions or Penalties for Violation.

                                                              i.     In the event of a complaint of board member’s or officer’s violation of this Code which is referred to the board of directors for a special meeting, a copy of the complaint together with notice of the date, time and place of the special meeting shall be sent by certified mail, return receipt requested, to that person accused of the violation for his or her written response within five days of actual receipt of the complaint.

                                                            ii.      In the event of a complaint of a board member’s or officer’s violation of this Code which is referred to the full board of directors, a special meeting shall be called in accordance with the By-Laws of the Association for the board to consider both the complaint and the response.

                                                          iii.     Following the meeting called to consider the complaint of a violation of this Code, upon majority vote of the members of the board of directors then in attendance, any of the following actions may be taken:

a.      The complaint may be dismissed.

b.     The person accused may be determined to have violated this Code and as a result, sanctioned as follows:

i.)     Written reprimand to be made a part of the minutes of the Association;

ii.)   Suspension of any portion or all sums to be paid to the accused to include specifically but not exclusively, per diem, travel or other emoluments of office;

iii.) Suspension of the accused’s participation as a director of the Association for such period of time, not to exceed three years, to include the right to participate in any business and affairs of the Association and to vote thereon;

iv.) Any and all other such action reasonable and necessary to include any revocation of membership in the Association as may be provided in the By-Laws of the Association.

 

            Section 4.8      Removal of Directors.   A director may be removed by majority vote of the Board of Directors then in office, if:

 

a.      The director is absent from three (3) consecutive regular or special meetings of the Board of Directors.  The President of the Board of Directors is empowered to excuse directors from attendance for a reason deemed adequate by the President of the Board of Directors. The President of the Board of Directors shall not have the power to excuse himself or herself from the board meeting attendance and in that case, the President-Elect of the Board of Directors shall excuse the President; or

b.     For cause, to include violation of the Code of Conduct, if before any meeting of the Board of Directors at which a vote on removal will be made, the director in question is given electronic or written notification of the Board of Directors’ intention to discuss his or her case and is given the opportunity to be heard at the meeting of the Board of Directors at which a vote on removal will be made.

 

            Section 4.9      Meetings of the Board of Directors.  The Board of Directors shall have not fewer than four (4) regular quarterly meetings each calendar year at times and places fixed by the President or Chair of the board.  The regular quarterly meeting shall be held in the City of Alexandria, Louisiana or such other places as the said officer deems meet and proper.   Notice of the time and place of the regular quarterly meeting shall be sent by or at the direction of the Secretary to each director at least three (3) days prior to said meeting.  Notice may be given electronically via facsimile, e-mail or other electronic delivery methods permitted by Louisiana law. Notice may be waived in writing by a director, either before or after the meeting.  Attendance of a director at any regular meeting shall constitute a waiver of notice of such meeting except where the director attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.     All Meetings of the Board of Directors may be held in person, telephonically or through the use of video conferencing in any manner reasonably intended to allow each director to participate in the discussion. 

 

 

 

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          Section 4.10            Special Meetings of the Board of Directors.  Special meetings of the Board of Directors may be called by the President, or in his or her absence, by the Vice President, or by written request from any three (3) directors requesting the Secretary to issue a call.  Notice of each special meeting must be delivered by or at the direction of the Secretary to each director at least twenty-four (24) hours prior to the day on which the meeting is to be held.  Notice may be given electronically via facsimile, e-mail or other electronic delivery methods reasonably calculated to give actual notice of the date, time and place of the meeting. Notice may be waived in writing by a director, either before or after the meeting.  Attendance of a director at any special meeting shall constitute a waiver of notice of such meeting except where the director attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Notice of any special meeting shall include the date, time and place in the City of Alexandria.

 

          Section 4.11            Quorum, voting procedures and virtual attendance.

 

a.           A majority of the directors then in office immediately before a meeting shall

           constitute a quorum for the transaction of general business at that meeting of the                    Board of Directors.  No business shall be considered by the Board of Directors

           at any meeting at which a quorum is not present. 

b.       Except as otherwise expressly required by the Act, the Amended and Restated Articles of Incorporation of the Corporation or these Bylaws, the affirmative vote of a majority of the directors present or represented at any meeting at which a quorum is present or represented shall be the act of the Board of Directors. 

c.        Each director shall have one vote.

d.       Voting by proxy shall not be permitted. 

e.        Manner of Attendance at meetings.  Directors may participate in and hold meetings of a committee, regular or special board meetings by means of conference telephone or other electronic equipment or methods permitted by the Act whereby all of the directors participating in the meeting can simultaneously communicate with each other, and participation in such meeting will constitute attendance and presence in person at such meeting, except where a director participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

 

          Section 4.12            Unanimous Written Consent In Lieu of a Meeting.  The Board of Directors may take action without a meeting upon unanimous written consent in either a physical or electronic manner reasonably intended to display the director’s approval of the action.

 

 

Section 4.13            Presumption of Assent.  Any Director of the Association who is present at a meeting of the Board of Directors at which time action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting and unless he or she shall file his or her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof.  Such right to dissent shall not apply to a Director who voted in favor of such action.

 

Section 4.14                Open Meetings.  Regular and special meetings of the Board of Directors shall be open to Members of the Association but Members who are not Directors may not participate in any deliberations or discussion unless the Board of Directors expressly so authorizes such participation during the meeting.  The Board of Directors may adjourn any meeting and reconvene in closed executive session to discuss and seek consensus involving personnel, pending or threatened litigation, individual Member issues or any other matter for which a claim of privilege or confidentiality is made by the affected parties and agreement of the Board of Directors.  The general nature of the business to be considered in closed executive session shall first be announced in open session,

 

Section 4.15                Ex-Officio or Emeritus Directors.  The Board of Directors may designate any former Director as an Ex-Officio or Emeritus member of the Board of Directors.  A person designated as an ex-officio or emeritus member of the Board of Directors shall be entitled to notice of and to attend meetings of the Board of Directors.  The ex-officio or emeritus member shall not be entitled to vote.

 

            Section 4.16                Compensation.  Members of the Board of Directors shall not receive any salaries or other compensation for their service as directors; provided, however, a director may be paid a per diem for each day in attendance at meetings of the board or in pursuit of board assigned duties and responsibilities, all as may be approved by the board; and, Members of the board of directors may be reimbursed for any reasonable out-of-pocket expenses actually incurred for the benefit of the Corporation.  Any reimbursement shall be approved by the Board of Directors. The Corporation shall not loan money or property to, provide collateral for or guarantee the obligation of, any director.

 

            Section 4.17                Authorization to Fix Breeder Awards.  The board of directors shall fix the amount of breeder awards to be paid by the corporation.   Any such breeder awards shall first be budgeted for payments to the breeders of Louisiana accredited quarter horses which are otherwise eligible for payment in the current year in which such sums are budgeted.  The board of directors may also pay any breeder awards owed to breeders of Louisiana accredited quarter horses for prior years but only after all breeder awards are paid to breeders for the current year.  In the event of the application for or claim of entitlement to breeder awards for prior years, the board shall consider the corporation’s retained earnings, estimated revenues dedicated for such all breeder awards and any and all other resources of the corporation which the board of directors, exercising its best business judgment deems meet and proper before approving any such award for prior years or race seasons.

 

 

Article 5.

Officers of the Association

 

Section 5.1      The Officers of the Association shall be the President, First Vice President, Second Vice President, and Secretary, each of whom shall be a Director whose power and duties shall be delegated by the Board of Directors.  The board may engage, hire or otherwise retain the services of an Executive Director to serve in an administrative capacity upon such terms and conditions and subject to the delegation of authority by the board.

 

Section 5.1.1   The Executive Committee of the Association shall be the Officers of the Association, each of whom shall be Directors whose powers and duties shall be delegated by the Board of Directors.  The Executive Committee shall appoint such committees as may be deemed desirable and define their duties.  Meetings of the committees may be called at any time by the President or the Chairman of such committees.  The President shall be ex-officio member of all committees unless otherwise ordered.

 

            Section 5.2      Election of Officers.  Following adjournment of the Annual Meeting of the Members, the Officers of the Association shall be elected annually by the Board of Directors, each officer to serve until the next annual meeting or until his successor shall have been duly elected and qualified.

 

            Section 5.3     Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or otherwise shall be filled by the Board of Directors for the unexpired portion of   that director’s term.

 

            Section 5.4      President.  The President shall be chairman of the executive committee of the Association. He shall preside at all Association, Board of Directors and Executive Committee meeting and may sign with the Secretary, Executive Director or any other proper officer when authorized by the Board of Directors, any instruments which the Board of Directors has authorized to be executed; and in general he shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. 

 

            Section 5.5      Vice-President.  In the absence of the President or in the event of their death, disability, inability or refusal to act, upon approval of the board, the Vice-President shall perform his duties and when so acting shall have all the powers of an be subject to all the restrictions placed upon the President. 

 

            Section 5.6      Secretary.  The Secretary shall in general perform all of the duties incidental to the office of Secretary.  The Secretary or their designee shall keep the minutes of the meetings of the members and Directors, see that all notices are duly given, have custodian of the Association’s records and of the seal of the Association and keep a register of the post office address of each member and shall perform such other duties as may from time to time be assigned to him by the President or by the Board of Directors.  The duties of the Secretary may be delegated by the Board of Directors to the Executive Secretary hired by the Board pursuant to these by-laws.

 

Article 6.

Authorization of Instruments

 

            All checks, drafts or orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Association shall be signed by such officer or officers, agent or agents of the Association and in a manner as shall, from time to time be determined by the resolution of the Board of Directors.  In the absence of such determination by the Board of Directors, such instruments shall be signed by any two of the following: the President, Secretary and/or the Association’s Executive Director.

Article  7.

Fiscal Year

 

            The fiscal year of the Association shall begin on the first day of 1st day of January in each year and end on the last day of December in each year.

 

Article   8.

Membership Dues

 

Membership Dues shall be fixed or approved by the Board of Directors not less often than annually and shall be shown by reference to Exhibit 8, attached hereto.

 

Article 9.

Rules

 

            Section 9.1      Rules.  The Board of Directors shall have the right to establish and amend, from time to time, reasonable rules, and regulations for:  i.) the accreditation of Louisiana Bred Quarter Horses, ii.) the administration of the Association and the enforcement of these By-Laws, iii.)  the Annual Yearling Sale or any other action or other event held by or in which the Association may have an interest, iv.) the actions of any standing or special committee of the Board of Directors, iv.) for any other matter in which the Association has a reasonable need to promulgate rules and regulations.

            Section 9.2      Adoption and Amendment.  Any rule may be adopted, amended, or terminated by the Board of Directors, provided that the rule and the requisite Board of Directors approval are properly recorded as a resolution in the minutes of the Board of Directors.

 

Articles 10.

Obligations of Members and Enforcement

             

Section 10.1    Each member or individual, partnership, or a corporation who attempts to accredit a foal with the Association agrees to be bound by these By-Laws, the Association’s Rules and Regulations as well as the rules of the AQHA, and the Louisiana State Racing Commission.  If there is a conflict in the rules, then the rules of the Association shall prevail and shall be enforced by the Association through its Board of Directors.

Section 10.2    The staff of the LQHBA shall accredit or deny accreditation of Louisiana Bred Foals in strict compliance with these By-Laws.  In the event of dispute relating to accreditation or a denial of accreditation, an appeal may be made to the Board of Directors, which appeal shall be in writing, by any written communication which is trackable to/from Sender and Recipient to include USPS certified mail, FedEx and UPS addressed to the Executive Director at the principal place of business of the Association and received by the Association not later than 10 days prior to any regular or special meetings of the Board of Directors.  In such event, the appeal shall be placed on the agenda of the next meeting of the Board of Directors, whose determination by majority vote shall be final with respect to the accreditation of Louisiana Bred Foals.

            Section 10.3    In addition to all other remedies provided for in these By-Laws, the violation of any provision of these By-Laws shall give the Board of Director the right, after notice and hearing, except in the case of an emergency, in addition to any other rights set forth in these By-Laws to enjoin, abate or remedy by appropriate legal proceedings, either at law or in equity, the continuance of any breach or to impose fines after notice and hearing. 

 

Article 11.

Association’s Right of Set-Off

 

            To the extent permitted by law, the Association may at any time apply any breeder awards or other funds of money held by the Association in a member’s name or for which the member may have a claim, directly or indirectly as a stockholder, member or other beneficiary, against any unpaid obligation by that the member may owe to the Association to include any existing or future indebtedness and obligations of whatever nature and kind, to include principal, interest, costs, expenses and reasonable attorney fees.

Article 12.

Indemnification and Insurance

 

                        Section 12.1    Indemnification.  Each person who is or was a Director, officer, or committee member of the Association, or any person who, while a Director, officer, or committee member of the Association, or any person who, while a Director, officer, or committee member of the Association, is or was serving at the request of the Association as a Director, officer, committee member, partner, venture, proprietor, employee, agent, or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise, and the heirs, executors, or administrators or estate of such person, shall be indemnified by the Association to the fullest extent permitted or authorized by the Act or any successor provision, as amended from time to time, against any liability, cost or expense incurred by such person in his or her capacity as a Director, officer, or committee member, or arising out of his or her status as a Director, officer, or committee member, including, without limitation, any act or omission deemed to constitute simple negligence.   Provided, however, that the foregoing indemnity obligations shall not a apply to acts or omission of a Director which are deemed criminal, as a result of willful misconduct, or outside the scope or capacity of his or her duties and/or office. The rights granted pursuant to this Article 13 shall be deemed contract rights, and no repeal or amendment of this Article 13 shall have the effect of limiting or denying any such rights with respect to actions taken or proceedings arising prior to any such amendment or repeal.

 

                        Section 12.2    Advance Payments.  The Association may, but shall not be obligated to, pay expenses incurred in defending a  civil suit or proceeding arising out of a Director’s, officer’s, or committee member’s capacity or status as Director, officer, or committee member in advance of the final disposition of such action, suit or proceeding, without any determination as to the person’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such person in advance of the final disposition of a proceeding shall be made only upon delivery to the Association of both a written affirmation by such person of his or her good-faith belief that he or she has met the standard of conduct necessary for indemnification under this Article 13 and a written undertaking, by or on behalf of such person, to repay all amounts so advanced if it is ultimately determined that such person is not entitled to be indemnified under this Article 13 or otherwise.

 

                        Section 12.3    Appearance as a Witness.  Notwithstanding any other provision of this Article 13, the Association may, but shall not  be obligated to  pay or reimburse expenses incurred by a Director, officer or committee member in connection with his or her appearance as a witnesses or other participation in a proceeding at a time  when he or she is not a named defendant or respondent in the proceeding.

 

                        Section 12.4    Indemnification of Employees and Agents.  The Association, by adoption of a resolution of the Board of Directors, may, but shall not be obligated to, indemnify and advance expenses to an employee or agent of the Association to the same extent and subject to the same conditions under which the Association may indemnify and advance expenses to Directors, officers and committee members under this Article 13.

 

                        Section 12.5    Non-Exclusive.  The indemnification provided by this Article 13 shall not be exclusive of any other rights to which those seeking indemnification may be entitled as a matter of law or under any agreement or otherwise.

 

                        Section 12.6    Insurance.  The Association may, but shall not be obligated to, maintain insurance at its expense, to protect itself and any person who is or was a Director, officer, committee member, employee or agent of the Association or is or was serving at the request of the Association as a Director, officer, committee member, partner, venture, proprietor, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise against any liability asserted against him or her and any liability, cost, or expense incurred by him or her in such capacity or arising out of his or her status as such a person, whether or not the Association would have the power to indemnify such person against that liability under this Article 13 or the Act.

 

Article 13.

Amendment of By-Laws

 

The Board of Directors shall have the power to make, amend, and repeal the By –Laws to govern this Association, provided they are in accordance with and do not conflict with the Articles of Incorporation.

 

Article 14.

General Provisions

 

                        Section 14.1    Contracts.  The President shall have the power and authority to execute, on behalf of the Association, contracts or instruments in the usual and regular course of business, and in addition the Board of Directors may authorize any officer or officers, agent or agents of the Association to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances. Unless so authorized by the Board of Directors or these Bylaws, no officer, agent, or employee shall have any power or authority to bind the Association by any contract or engagement, or to pledge its credit or to render it pecuniary liable for any purpose or in any amount.

 

                          Section 14.2    Checks, Drafts, etc.  All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Association shall be signed by such officers, employees or agents of the Association as shall from time to time be authorized pursuant to these Bylaws or by resolution of the Board of Directors.

 

                        Section 14.3    Depositories.  All funds of the Association shall be deposited from time to time to the credit of the Association in such banks or other depositories as the Board of Directors may from time to time designate, and upon such terms and conditions as shall be fixed by the Board of Directors. The Board of Directors may from time to time authorize the opening and maintaining within any such depository as it may designate, of general and special accounts, and may make such special rules and regulations with respect thereto as it may deem expedient.

 

                        Section 14.4    Delegation of Responsibilities.  Except as otherwise provided by the Declaration, the Articles, these Bylaws, or the laws of the State of Louisiana, the Board of Directors may delegate certain of its responsibilities or the responsibilities of Officers of the Association to an Executive Director or other officer, agent or attorney in fact.

 

                        Section 14.5    Action by Non-Unanimous Written Consent. Unless otherwise restricted by law, the Articles or these Bylaws, any action required or permitted to be taken at any meeting of the Members, members of the Board of Directors, or members of any committee of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action to be so taken, is signed by a sufficient number of Members, members of the Board of Directors, or committee members as would be necessary to take that action at a meeting at which all of the Members, members of the Board of Directors, or committee members were present and voted. Such written consent shall bear the date of the signature of each Member, member of the Board of Directors, or committee member who signs the consent, and such written consent shall not be effective unless, within sixty (60) days after the date of the earliest dated consent, a consent or consents signed by the required number of Members, members of the Board of Directors, or committee is delivered to the Association. Delivery shall be by hand or certified or registered mail, return receipt requested.   Prior notice of the proposed action shall be given to all Members, directors, or committee members who would be entitled to vote on the proposed action. Prompt notice of the taking of any action by Members, members of the Board of Directors, or committee members without a meeting by less than a unanimous written consent shall be give to all Members, members of the Board of Directors or committee members who did not consent in writing to the action. This Section may not be used to avoid the requirement of an annual meeting.

 

                        Section 14.6    Meetings by Conference Telephone.        The Members, members of the Board of Directors, or members of any committee of the Board of Directors may participate in and hold a meeting of the Members, members of the Board of Directors, or committee members by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in such meeting shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

 

 

                        Section 14.7    Conflicting Provisions.  If any provision of these Bylaws conflicts with any provision of the Articles of Incorporation of the Association or the laws of the State of Louisiana, such conflicting Bylaws provision shall be null and void, but all other provisions of these Bylaws shall remain in full force and effect. In the case of any conflict between the Articles and these Bylaws, the Articles shall control.

 

             Section 14.8 Severability.  Invalidation of any provision of these Bylaws, by judgment or court order, shall in no wise affect any other provision which shall remain in full force and effect.  

 

Section 14.9   Waiver.  No restriction, condition, obligation or covenant contained in

these Bylaws shall be deemed to have been abrogated or waived by reason of failure to enforce the same, irrespective of the number of violations or breaches thereof which may occur.