BY-LAWS OF SAN ANTONIO SADDLE HORSE ASSOCIATION, INC. |
ARTICLE ONE OFFICES The principal office of the corporation shall be at 126 Laburnum, San Antonio, Texas. 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 invite by letter those persons elected to membership, upon acceptance of this invitation by notice to the Secretary such persons shall be qualified as members of the corporation. 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. ARTICLE THREE MEETINGS OF MEMBERS Section One. Annual Meeting. An annual meeting of the members shall be held on any day in the third week of January, 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. 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 Three. 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 Four. Notice of Meetings. Written notice or notice by telephone 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 Five. 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 Six. 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. 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. 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 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 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 and a Secretary and 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 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 January and the end of the last day of December 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 or by person is given of intention to alter, amend, or appeal, or to adopt the By-laws at such meeting.
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