SAN ANTONIO SADDLE HORSE ASSOCIATION
A NON-PROFIT ORGANIZATION
ARTICLE ONE
ARTICLES OF INCORPORATION
The provisions of the Articles of Incorporation of this organization are hereby
made a part of these By-Laws.
PURPOSE
The purposes for which the corporation is organized are:
To promote interest in owning, breeding, training and showing American Saddlebred
horses and other recognized fine horse breeds; to promote the teaching of equestrian
skills and showmanship; and to encourage organized competition, in the spirit of good
sportsmanship, among horse owners, trainers and riders to advance the development and
appreciation of fine horses and skillful horsemanship.
OFFICES
The principal office of the corporation shall be at 9 Spring Hill Dr., Boerne,
Texas, 78006. The location of the principal office may be changed at any time by the
Board of Directors.
ARTICLE TWO
MEMBERS
Section One. Election of members. The number of members of the corporation
shall be not less then three (3). The Board of Directors, by affirmative vote of two-thirds
(2/3) of its members present at any meeting shall elect the members of the corporation.
Section Two. Election of members. The Secretary of the corporation shall
provide a letter to persons interested in membership. Upon acceptance of this invitation
by payment of nonrefundable, annual dues and membership application, to the Secretary
such persons shall be qualified as members of the corporation. Persons may also be
members of SASHA by the payment in full of the current dues.
Section Three. Voting rights. Each member shall be entitled to one vote on each
matter submitted to a vote of the members.
Section Four. Termination of membership. The Board of Directors by
affirmative vote of two-thirds (2/3) of all of the members of the Board may suspend or
expel a member.
Section Five. Resignation. Any member may resign by filing a written
resignation with the Secretary, or failure to renew membership.
ARTICLE THREE
MEETINGS OF MEMBERS
Section One. Annual Meeting. The annual meeting of the members shall be held
on any day in the fourth week of April, at the hour designated by the Secretary for the
purpose of electing directors, and for the transaction of such other business as may come
before the meeting.
Section Two. Regular Meetings. Regular meetings of the members shall be the
fourth Monday of each month unless otherwise designated.
Section Three. Special Meetings. Special meetings of the members may be
called by the President, the Board of Directors, or not less than one-fifth (1/5) of the
members of the Corporation.
Section Four. Place of Meeting. The place of meeting for any annual meeting of
for any special meeting shall be the principal office of the corporation unless otherwise
designated.
Section Five. Notice of Meetings. Written notice or notice by telephone,
electronically, or in person of any meeting of the members shall be made to each member
entitled to vote at such meeting not less than 10 nor more than 30 days before the date of
such meeting. Such notice may be waived by the members.
Section Six. Quorum. The members holding one-half (1/2) of the votes which
may be cast at any meeting shall constitute a quorum at each meeting. If a quorum is not
present at any meeting of members, a majority of the members present may adjourn the
meeting from time to time without further notice.
Section Seven. Proxies. At any meeting of members, a member entitled to vote
may vote by proxy executed in writing by the member. No proxy shall be valid after
eleven months from the date of its execution.
Section Eight. Conduct of Meeting. The President, or in his absence, the Vice-
President, shall preside at meetings of the membership. The Secretary shall act as the
secretary of the membership meeting and shall keep separate minutes thereof.
ARTICLE FOUR
BOARD OF DIRECTORS
Section One. Affairs. The affairs of the corporation shall be managed by its
Board of Directors. Each member of the Board shall be a member of the corporation.
Section Two. Election, Number, and Tenure. The number of directors shall be
not less than three (3) nor more than twenty-five (25). The Directors shall be elected by
an affirmative vote of two-thirds (2/3) of the members present at the annual meeting of
the members. Each director shall hold office until the next annual meeting of members
until his successor shall have been elected and qualified. The Board of Directors shall
also include the President, Vice-President, Secretary and Treasurer of the corporation,
and be entitled to one (1) vote.
Section Three. Annual Meetings. A regular annual meeting of the Board of
Directors shall be held immediately after the annual meeting of members and without
notice.
Section Four. Special Meetings. Special 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 such a meeting may fix any place in the City of San Antonio or
surrounding counties, as the place for holding any special meeting of the Board called by
them. Notice of any special meeting shall be given at least two days previously thereto in
writing, by telephone, electronically, or in person.
Section Five. Quorum. A majority of the Board of Directors shall constitute a
quorum for the transaction of business at any meeting of the Board; but if less than a
majority of the directors are present at said meeting, a majority of the directors present
may adjourn the meeting from time to time without further notice.
Section Six. Vacancy. Any vacancy occurring in the Board of Directors shall be
filled by the Board of Directors. A director elected to fill a vacancy shall be elected for
the unexpired term of his predecessor in office.
Section Seven. Compensation. No compensation shall be paid to any director for
his services as a director.
ARTICLE FIVE
OFFICERS
Section One. Elections. The officers of the corporation shall be a President, a
Vice President, a Secretary and a Treasurer, and such other officers as may be determined
by the members. The Board of Directors shall propose members of the association for
the offices of the corporation and the members shall elect such officers at their regular
annual meeting.
Section Two. Removal. Any officer elected by the members may be removed by
the members whenever in their judgment the best interests of the corporation would be
served thereby.
Section Three. Vacancy. A vacancy in any office may be filled by the Board of
Directors for the unexpired portion of the term.
Section Four. President. The President shall be the principal executive officer of
the corporation and shall in general supervise all of the affairs of the corporation. He
shall preside at all meetings of the members and of the Board of Directors. He may sign
with the Secretary of any proper officer of the corporation authorized by the Board of
Directors, any deeds, mortgages, contracts, or other instruments which the Board of
Directors has authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors.
Section Five. Secretary. The Secretary shall keep the minutes of the meetings of
the members and of the Board of Directors in the minute book provided for that purpose,
and he shall see that all notices are given in accordance with these By-laws and be a
custodian of the corporate records. He shall keep a register of the post office address of
each member which shall be furnished to the Secretary by same, and in general shall
perform all duties incident to the office of Secretary.
Section Six. Treasurer. The Treasurer shall have charge and custody and be
responsible for all funds and securities of the corporation; receive and give receipts for
monies due and payable to the corporation from any source whatsoever; and shall deposit
all such monies in the name of the corporation in such bank as shall be selected by the
Board of Directors; and in general perform all the duties incident to the office of
Treasurer.
ARTICLE SIX
CHECKS, NOTES, AND OTHER PAYMENTS
All checks, drafts, of orders for the payment of money, notes, or other evidences
of indebtedness issued in the name of the corporation shall be signed by such officer or
officers as determined by the Board of Directors. In the absence of such determination
such instrument shall by signed by the Treasurer.
ARTICLE SEVEN
GIFTS
The Board of Directors may accept on behalf of the corporation any contribution,
gift, bequest, or devise for the purposes of the corporation as expressed in its Articles of
Incorporation. Such gifts shall be recorded and acknowledgement given.
ARTICLE EIGHT
CERTIFICATES OF MEMBERSHIP
The Board of Directors may provide for the issuance of certificates evidencing
membership in the corporation which shall be in such form as may be determined by the
Board. A letter from the Secretary or from the President shall constitute such a certificate
unless otherwise provided by the Board of Directors. The name and address of each
member and the date of issuance of the certificate shall be entered on the records of the
corporation.
ARTICLE NINE
BOOKS AND RECORDS
The corporation shall keep correct and complete books and records of account,
and shall also keep minutes of the proceedings of its members and Board of Directors.
All books and records of the corporation may be inspected by any member of his agent or
attorney for any proper purpose at any reasonable time.
ARTICLE TEN
FISCAL YEAR
The fiscal year of the corporation shall begin on the 1st day of February and the
end of the last day of January in each year.
ARTICLE ELEVEN
DUES
The Board of Directors may determine from time to time the amount of dues, if
any, payable to the corporation by its members.
ARTICLE TWELVE
SEAL
The seal of the corporation shall be in the form of a circle and shall have inscribed
thereon the corporate name and the words "corporate seal".
ARTICLE THIRTEEN
These By-laws may be altered, amended, or appealed, and new By-laws may be
adopted by majority of the directors present at any regular meeting or at any special
meeting if at least two days notice either in writing or by telephone, electronically, or by
person is given of intention to alter, amend, or appeal, or to adopt the By-laws at such
meeting.