BY-LAWS OF THE LOUISIANA QUARTER HORSE BREEDERS ASSOCIATION
(amended effective as of May 9, 2014, ratified June 14, 2014)
Business Office of Association
The Association may have such offices, either within or without the State of Louisiana as the Board of Directors may determine from time to time.
Article 1– A.
Declaration of Purpose, Not-For-Profit Status and Official Registrar of Accredited Quarter Horses
The Association shall be and remain a not for profit state corporation which is statutorily recognized as the State of Louisiana's sole official registrar for purposes of registering of accredited quarter horses foaled in Louisiana. As such, the LQHBA is a public or quasi-public nonprofit corporation designated to perform a governmental or proprietary function. (As adopted November 9, 2012)
Members of the Association
Section 1. There are hereby created two classes of membership in the association, which are identified as follows:
- Regular Members
- Lifetime Members
Members may become regular members or they may become lifetime members, as defined below.
Section 2. A regular member is a natural or artificial person created pursuant to Louisiana law, who is actively interested in Quarter Horses. To be a regular member, a natural person must be at least eighteen (18) years of age or older. Subject to the provisions of Article II., Section 5 of these By-Laws adopted March 11, 2006, to be a regular member, an artificial person, defined to mean a corporation, Louisiana Limited Liability Company or Louisiana Limited Liability Partnership, must have its principal place of business in the state of Louisiana. A regular member in good standing is one who has paid his current dues. Subject to the provisions of Article II., Section 4 and Article III., Section 4 of these By-Laws, each member in good standing shall be entitled to one (1) vote on each matter submitted to a vote of the members, if he has completed one (1) full year of membership.
Section 3. Any regular member may become a lifetime member by paying lifetime membership dues as set by the Board of Directors.
(As amended March 25, 2011)
Section 4. Only those members who have been members of the Association for at least one (1) full year prior to the meeting of the general membership, whether it be the annual meeting or a special meeting may vote at the membership meeting. Notwithstanding anything contained in these By-Laws to the contrary, any regular member who has not paid his dues on or prior to the last day of the month preceding the annual or special meeting of the members shall be considered a member not in good standing and shall not be entitled to vote at the membership meeting. (As amended April 9, 2011)
Notwithstanding anything contained in these By-Laws to the contrary, the LQHBA board of directors does hereby recognize and affirm the principle of one-member, one vote and as such effective with the Annual Meeting of the Members in 2012, no member shall be allowed to vote for or on behalf of a “Related Business Person” of a member otherwise in good standing. Related Business Person is hereby defined as:
i.) A partnership in which the Member directly or indirectly own more than 5% of the capital interest or the profits interest;
ii.) A limited liability company, limited liability partnership corporation or unincorporated association or any other “artificial person” otherwise recognizable under the laws of the state of Louisiana in which the member directly or indirectly owns or controls more than 5% in value of the outstanding interest.
iii.) A tax-exempt charitable or educational organization directly or indirectly controlled, in any manner or by any method, by you or by a member of your family, whether or not this control is legally enforceable.
iv.) Members of an existing Member’s family. This includes brothers, sisters, half-brothers and half-sisters, spouse, ancestors (parents, grandparents, great-grandparents), and lineal descendants (children, grandchildren, great-grandchildren) and any other family member within the fourth degree.”
(as adopted February 10, 2012)
Section 5. A resident of the State of Louisiana, as used in these by-laws, is an individual, partnership, firm, corporation, Limited Liability Corporation or company, which has its domicile in the State of Louisiana along with the following requirements and criteria:
- The individual shall be a resident and domiciliary of the State of Louisiana.
- The individual shall be registered to vote within the State of Louisiana.
- The individual shall have a valid Louisiana Driver’s License with a Louisiana address shown on said license.
- The individual(s) vehicle must be registered within the State of Louisiana and reflect his residential and domiciliary address within the State of Louisiana.
- PARTNERSHIP, FIRM, CORPORATION, LIMITED LIABILITY CORPORATION OR COMPANY:
1. The partnership, firm, corporation or limited liability corporation or company shall have been formed and registered as a Louisiana entity within the State of Louisiana.
2. The partnership, firm, corporation or limited liability corporation or company shall have its principal place of business in the State of Louisiana.
3. The partnership, firm, corporation or limited liability corporation or company shall show the State of Louisiana as its principal place of business along with a residential and domiciliary address for purposes of federal and state income tax returns.
(As amended on March 11, 2006)
Section 6. Regular membership can be attained by executing the appropriate forms to accompanied by the fees as stated in Article IX of the by-laws.
Section 7. The Board of Directors may 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 rules and regulations of the Association or for conduct determined by the Board to be injurious to the Association or its objectives. Any regular member lifetime member against whom a complaint is lodged shall be notified in writing of the complaint and shall be given the opportunity to appear before the Board of Directors in an open meeting to offer any defense to the complaint. (as amended March 25, 2011)
Section 8. Permanent or temporary loss of membership in the Association will result when, by a 2/3rds vote of the Board of Directors present at the meeting, it is determined that:
- A regular or lifetime member has been convicted of a felony as defined under the laws of the United States or any state.
- A regular or lifetime member falsely registered, or aided as assisted another in falsely registering a horse with the American Quarter Horse Association of the Louisiana Quarter Horse Breeders Association.
- A regular or lifetime member has acted willfully and wantonly in a manner in which to cause substantial damage or harm to the Association or to the Quarter Horse Industry.
- A regular or lifetime member failed to pay the annual membership dues prior to March 31 of the year for which dues are owed or has failed to pay dues within thirty (30) days after the same are payable.
- A regular or lifetime member has failed to pay any account owed the Association within sixty (60) days of notice by certified mail of the overdue account.
- A regular or lifetime member has violated a rule or regulation of the Association.
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 of the hearing to the regular or lifetime member. (as amended March 25, 2011).
MEMBERSHIP MEETINGS OF THE ASSOCIATION
Section 1. An annual meeting of the membership shall be held after thirty (30) days written notice to each member. The time and place of the meeting shall be designated by the Board of Directors.
Section 2. A special meeting of the membership may be called by a majority of the Board of Directors or a majority of the regular and lifetime members in good standing.
Section 3. Written notice stating the place, day and hour of any meeting of the membership shall be delivered, either personally or by mail, to each member, not less than ten (10) or more than fifty (50) days before the date of the meeting. Notice of any meeting shall be deemed to be delivered to the member at his address as it appears on the records of the corporation.
Section 4. Only those members who have been members of the Association for at least one (1) full year prior to the meeting of the general membership, whether it be the annual meeting or a special meeting may vote at the membership meeting. (As amended March 20, 2001).
Section 5. Regular or lifetime members must be present at meetings of the general membership, whether it is the annual meeting or a special meeting, to vote. No voting by proxy shall be allowed.
Directors of the Association
- A majority of the members of the Board of Directors must be in attendance to transact any Association business. Members of the Board of Directors must be present at meetings of the Board to vote. Members of the Board of Directors may participate and vote in any regular, special or emergency meeting by phone. No voting by proxy will be allowed. (as amended May 9, 2014, ratified June 14, 2014)
- General Powers. The affairs of the Association shall be managed by its Board of Directors, which shall have full power and by its sole discretion to authorize and to make contracts with and grants of funds to any suitable agency, organization, individuals for research experimentation, education, promotion, development and publicity in furtherance of or relevant to, the purpose and objects of this Association.
Section 2. The affairs of the Association are to be carried on by a Board of Directors, which shall consist of not less than ten (10) more (sic) than fourteen (14) regular or lifetime members of the Association who shall be elected by the regular and lifetime members in good standing, at the annual meeting of the members.
The Notice of the annual meeting shall contain a notice that members of the Board of Directors will be elected at the annual meeting by the members in good standing.
At a board meeting to be held just prior to the general membership meeting, the board shall appoint a nominating committee, who shall nominate persons for membership on the Board of Directors. This action by the committee does not preclude nomination by the general membership for the Board of Directors, which are made by registered mail to the LQHBA office sixty (60) days prior to the annual membership meeting and election of directors. (As amended by Motion on March 20, 2001).
Section 3. Terms of Office. The current directors shall serve until their successors are duly elected. Members in each of the districts are designated as “A”, “B” or “C” members. All present members designated “A” members shall serve until the general membership meeting an election held in 2002. All present members designated as “B” members shall serve until the general membership meeting and election held in 2003. Al present members designated as “C” members shall serve until the general membership meeting and election held in 2004.
All directors elected after 2001 shall serve three (3) year terms, provided however that any director who serves as President of the
Board of Directors during the last year of his term, shall continue to serve as a director for one (1) additional year, following the year during which he serves as President.
“A” members: (will serve until 2002)
Northern District – None
Central District – Johnny Dowden
South Central District – Rodney Verret
Southeast District – Geral Averett, Jr.
Southwest District – Mark Petry
“B” members: (will serve until 2003)
Northern District – Gailor Phares
Central District – Jim Mitchell
South Central District – W. O. Bergeron
Southwest District – Charles Lyles
“C” members (will serve until 2004):
Northern District – Winston Landry
Central District – Lee Ray Hayes
South Central District – Kenny Patton
Southeast District – Earl Bankston
Southwest District – Greg Beauchamp
(as amended by motion on May 15, 2001).
Section 4. Vacancies occurring in the membership of the Board shall be filled by the Board of Directors, the succession Director to serve until the next annual meeting of members and until his successor shall be elected and qualified.
Section 5. Regular Annual Meetings. A regular annual meeting of the Board of Directors shall be held without other notice than these by-laws, immediately before or after, and at the same place as the annual meeting of members.
Section 6. Emergency meetings. Emergency meeting of the Board of Directors may be called by the President or the First Vice-President, or any three (3) Directors by phone with twenty-four (24) hours notice of the meeting. Business may be carried on if a quorum is present.
Section 7. Special Meetings. Special Meetings of the Board of Directors may be called by the President or the First Vice President, or any three (3) Directors after ten (10) days written notice to each member of the Board. Business may be conducted if a quorum is present.
Section 8. The Board of Directors shall have the power to elect or appoint all necessary officers, committees, to employ an executive secretary, agents, clerks and workmen; to require any of them to give cash bond for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine, to dismiss any appointed officer or employee and generally control all the officers of the Association.
Section 9. Candidates for membership on the Board of Directors must meet the following qualifications:
- The candidate must have been a 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;
- The candidate must be an owner and breeder of Louisiana bred quarter horses, which horses are involved in the racing industry; and,
- The candidate must meet the domicile requirements contained in the Articles of Incorporation.
Section 10. Dismissal. Any board member that misses three (3)
consecutive board meetings may be dismissed from the board by a 2/3rds vote of the board members present at a meeting where the board member in question has been notified in writing of the meeting and the intention to dismiss. (As amended on February 19, 2001)
Officers of the Association
Section 1. The Executive Committee of the Association shall be the immediate Past President, First Vice-President, Second Vice-President, and Secretary-Treasurer; each of whom may be a Director whose power and duties shall be delegated by the Board of Directors.
Section 2. 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 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 the term.
Section 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-Treasurer, 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. The President 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 of the Association or the Chairman of such committees. The President shall be ex-officio member of all committees unless otherwise ordered.
Section 5. Vice-President. In the absence of the President or in the event of his inability or refusal to act, the First 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. Likewise, in the absence of the First Vice-President or in the event of his inability or refusal to act, the Second Vice-President shall perform his duties and when so acting shall have all the powers of and be subject to all the restrictions placed upon the President.
Section 6. Secretary-Treasurer. The Secretary-Treasurer shall in general perform all of the duties incidental to the office of Secretary-Treasurer. He 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-Treasurer may be delegated by the Board of Directors to the Executive Secretary hired by the Board pursuant to these by-laws.
Authorization of Instruments
Section 1. All checks, drafts or orders from (sic) 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 the Secretary-Treasurer and countersigned by the President or one (1) of the Vice-Presidents of the Association.
Certificate of Membership
Section 1. The Board of Directors may provide for the issuance of certificates evidencing membership in the Association which shall be in such form as may be determined by the Board, and shall be numbered consecutively, stating the name and address of each member and the date of issuance of the certificates, which data shall be entered on the records of the Association. Lost, mutilated or destroyed certificates may be replaced on such terms and conditions as the Board of Directors may determine.
Section 1. The fiscal year of the Association shall begin on the first day of January in each year and end on the last day of December in each year.
Section 1. Effective ______, 201__, annual dues of the Association shall be $40.00 for regular members. Membership runs from January 1 through December 31 of each calendar year. Dues will be $40.00 per year if paid before or at the time of the annual meeting of the Association and $50.00 if paid after the annual meeting. New members will pay $40.00 per year for dues regardless of when they join the Association. A new member is one who was not a member the previous year. Dues paid in October through December by a new member shall constitute payment of dues for the following year’s membership. The date the dues are received by the Association shall be recorded as the members’ official date of enrollment for the purpose of the rule requiring membership for one year to be eligible to vote at a meeting of the membership. Membership in this association is not transferable or assignable. A lifetime membership in the Association is available at a fee of One Hundred Fifty Dollars ($150.00) and is not transferable. (As amended March 25, 2011 & as amended June 27, 2012).
Accreditation of Louisiana Bred Foals
Section 1. Membership:
- An individual, partnership, corporation or any entity attempting to accredit a foal shall be a member in good standing in this Association. Membership can be attained as stated above.
Section 2. Foaling Report:
- A resident member of the State of Louisiana as used in
these By-Laws shall complete and file a Foaling Report which
shall be mailed to the Association on each foal on or before
July 1 of the year foaled or within forty-five days of foaling.
This report must be accompanied by a fee of $40.00 per foal.
This fee is non-refundable and cannot be applied to the
accreditation of any other foal. (as amended June 25, 2013)
A-1. A Member of the Association who is not a resident of the
State of Louisiana shall, i.) Complete and file an Out-of-State
Mare Report together with a fee of $200.00 per report which shall be mailed to the Association relating to each foal on or before July 1, ii.) include on each such report the municipal address and complete driving directions as to the location where the mare is located, the name of the trainer or custodian responsible for the mare and the telephone number(s) for the contact person responsible for each mare. This fee is non-refundable and cannot be applied to the accreditation of any other foal. (as amended June 25, 2013).
- Foals not reported by July 1st or within forty-five (45)
days after foaling are eligible for accreditation until December 31st of the year foaled, however, the foaling report must be accompanied by a fee of $250.00. This fee is not refundable or transferable.
(as amended June 25, 2013).
- Foals which are not reported by December 31st of the year foaled are eligible for accreditation. However, these foals must be reported on the foaling report form and must be accompanied by a fee of $500.00 until December 31st of the year following foaling. This fee is not refundable or transferable. All applications in this category must be approved by the executive committee of the Association.
- Under no condition will a foal reported after December 31st of its yearling year be eligible for accreditation as a Louisiana Bred.
- The postmarked date of the envelope containing the foaling report will be taken as the official date of application.
Section 3. Blood typing, DNA testing and Conditions of Accreditations:
- In order to have a foal accredited Louisiana Bred, the mare and stallion will have to have a DNA test or have its blood typed before the Association will issue a Certificate of Accreditation as hereinafter set forth.
- To secure a blood typing kit or a DNA kit, the member must contact the American Quarter Horse Association at its offices, Post Office Box 200, Amarillo, Texas 79120, Phone (806) 376-4811.
- A breeder shall be designated as the owner or lessee of the mare at the time of foaling.
- All stallion owners or lessees for the purpose of breeder and stallion awards shall be designated as the owner or lessee at the time of service.
- The foal may be accredited if it is by a stallion standing in the State of Louisiana from January 1st through December 31st of the year the foal is conceived.
- For the purpose of this definition, a stallion shall be deemed standing within the State of Louisiana if it is physically within the boundary of the State at all times during that period.
- If a stallion is removed from the State of Louisiana for racing, consignment to an out of state public auction, or for medical purposes, it must be reported in writing to the Association prior to leaving the State and must be reported in writing when it returns.
- All stallions standing in the State of Louisiana for the purpose of breeding and siring accredited Louisiana bred foals must be blood typed or have a DNA test completed prior to commencement of the breeding season.
- All stallions standing in the State of Louisiana for the purpose of breeding and siring accredited Louisiana bred foals must file a copy of the AQHA stallion breeding report with the Association prior to or on December 1st of each breeding season.
- Owners wanting to participate in the stallion award program shall forward a fee of $250.00 for each stallion to accompany the stallion breeding report. (as amended on June 25, 2013).
- If a breeding stallion is standing in the State of Louisiana and is transferred or removed from the State of Louisiana, said stallion is prohibited from returning to the State of Louisiana the following breeding season. (as added on September 25, 2009).
- The foal may be accredited if is out of a mare confined within the boundaries of the State of Louisiana from conception of the foal until the consummation of the accreditation process. A foal must be officially accredited Louisiana bred prior to its leaving the state.
- If a mare in foal is removed from the State of Louisiana because of being consigned to an out of state public auction, or for medical purposes, it must be reported in writing to the Association prior to leaving the state and the mare must be back in the State of Louisiana within ten (10 days of the sale or return from medical purposes and reported in writing the date of return for the foal to remain eligible for its accreditation.
- Mares owned by out of state residents that are leased to Louisiana residents for the purpose of obtaining a Louisiana bred foal are subject to the following rule: The lease must be officially received and recorded with the AQHA by July 1st of the breeding year and a copy of the lease must be mailed to the Association by certified U. S. mail by July 1st of the breeding year.
- Whenever an out of state resident who is boarding a mare in Louisiana for the purpose of obtaining an accredited Louisiana bred foal sell the mare, the transfer report must be received and recorded by the AQHA within fourteen (14) days of the date of the sale and the Association must be notified in writing within fourteen (14) days of the date of sale. If the location of the mare changes when the sale transaction takes place, the seller must notify the Association the day the mare is moved and advise the Association of the mare’s location by certified U.S. mail.
- All out of state owners boarding mare (sic) in Louisiana to obtain Louisiana bred accreditation must furnish the Association with a copy of the mare’s AQHA registration certificate (front and back), along with complete directions as to the location where the mares are being boarded in this state by July 1st of each breeding season. This must be mailed by certified U. S. mail to the Association’s office.
- An out of state owner is defined as a member who is not domiciled in the State of Louisiana.
- Anytime an out of state owner moves his mare within the State of Louisiana, it must be reported to the Association in writing by certified U. S. mail the day the mare is moved along with directions to the new location.
- All mares are subject to inspection at any time by the Association.
- Frozen embryos may be collected and carried over to the next breeding season for purposes of Louisiana accreditation. In addition, all other Louisiana accreditation requirements must be met. (As amended September 25, 2009)
- In the event multiple embryos are harvested from a single
mare which embryos may be eligible for accreditation by the LQHBA, only one (1) foal may be nominated for accreditation from the multiple embryos and that foal must ultimately be accredited as Louisiana Bred before it is nominated to any Louisiana Bred Stakes Race. (Adopted May 15, 2012)
Section 4. Rules – Interpretation
- Each individual, partnership, or a corporation who attempts to accredit a foal with the Association agrees to be bound by the rules of the AQHA, the Association and the Louisiana State Racing Commission. If there is a conflict in the rules, then the rules of the Association shall p[prevail and shall be enforced by the Association through its Board of Directors.
- The staff of the LQHBA shall accredit or deny accreditation
of Louisiana Bred Foals in strict compliance with this Article X. 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 certified mail, return receipt requested, 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 meeting 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. (Adopted May 15, 2012).
Amendments to 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.
(NO TITLE - ? AMENDMENT TO THE ARTICLES OF INCORPORATION?)
The articles of this Association may be amended by a 2/3rds vote of the regular and lifetime members present at the annual meeting or at a special meeting called for the purpose of amending the article.
XIII. INDEMNIFICATION OF OFFICERS AND DIRECTORS
The corporation shall indemnify and hold harmless each director and officer now or hereafter serving the corporation from and against any and all claims and liabilities to which he may be or become subject by reason of his now or hereafter being or having heretofore been a director or officer of the corporation and/or by reason of his alleged acts or omissions as such director or officer, whether or not he continues to be such director or officer, at the time when any such claim or liability is asserted, and shall reimburse each such director and officer for all legal and other expenses reasonably incurred by him in connection with defending any and all such claims or liabilities, including amounts paid or agreed to be paid in connection with reasonable settlements made before final adjudication with the approval of the board of directors, whether or not he continues to be such director or officer at the time such expenses are incurred; provided, however, that no director or officer shall be indemnified against any claim or liability arising out of his own willful misconduct or shall be indemnified against or reimbursed for any expenses incurred in defending any such claim or liability or in settling the same unless in the judgment of the directors of the corporation the director or officer against whom such claim or liability is asserted has not been guilty of willful misconduct. The foregoing right of indemnification shall not be exclusive of any other rights to which any director or officer may be entitled as a matter of law. The directors and officers of this corporation are authorized to purchase insurance to indemnify them against liability for their acts. (adopted February 1, 2014)
XIV. PAYMENT OF 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. (adopted February 1, 2014).