KApOA By-Laws

BY-LAWS

For

October 16, 2005

Article I

NAME

Section 1. The name of the Association shall be the Kentucky Appaloosa Owners Association and is hereafter in these By-Laws referred to as the Association.

Article II

PURPOSE

Section 1. The purpose of the Kentucky Appaloosa Owners Association is to provide leadership to support and improve the status of the Appaloosa horse in Kentucky.

Section 2. Prosecution of Purpose

The purpose of the KApOA is to provide leadership to support and improve the Kentucky Appaloosa industry. In order to properly prosecute this purpose, KApOA will operate as a 501 (c) (6) Not For Profit organization in accordance with the applicable laws of the United States and the Commonwealth of Kentucky, and shall collect and spend all monies in a duly budgeted manner as approved by the Board of Directors. The Association’s business and affairs shall not be conducted for private pecuniary gain or profit, nor shall any of its gain, profit, or property inure to any officer or director there of, except as compensation for services actually rendered, but its entire gain, profit, net earnings, and property shall be devoted exclusively to further the purposes for which the Association is organized.

Article III

FISCAL YEAR

Section 1. The fiscal year for the Association shall be from January 1 through December 31.

Article IV

OFFICES

Section 1. The principal office of the Association shall be in Kentucky in whatever area deemed necessary and prudent by the Board of Directors to most effectively achieve the goals and objectives of the KApOA.

Article V

RULES OF ORDER

Section 1. The rules of the order and parliamentary procedure for this Association will be according to Robert’s Rules of Order.

Section 2. A QUORUM for KApOA will consist of the voting members present, at any properly called meeting.

Section 3. A Properly Called Meeting is one in which notice of the meeting is mailed at least 10 days in advance. The one exception deals with changes to the Bylaws which require a thirty day written notice to the members.

Article VI

MEMBERSHIP

Section 1. Membership in the Kentucky Appaloosa Owners Association shall be open to any individual who has an interest in the Appaloosa industry of Kentucky and is a member of one of the three Kentucky ApHC regional clubs.

Section 2. Membership categories of the KApOA shall be defined as follows:

A. Individual: Any individual having a direct interest in the Appaloosa industry of Kentucky, upon payment of dues, shall be accepted as a member of the KApOA. Youth members, less than 18 years of age, will be covered under their parents’ dues, but will not have voting rights until obtaining the age of 18.

B. Joint: Any husband and wife of the same family such that they would act as two individual members upon payment of dues shall be accepted as Joint members of the KApOA. They will each have one vote in all business matters of the Association.

Section 3. Associate: Any individual or organization having a general interest in the Appaloosa industry of Kentucky upon payment of dues shall be accepted as an Associate of the KApOA. Associates are perceived to be those without ownership interest in an Appaloosa, not active in Appaloosa shows or racing and not members of one of the three Kentucky ApHC regional clubs.

Section 4. DUES of the KApOA will be $10.00 per calendar year. This will apply to either individual or joint members.

Section 5. VOTING of the membership will be accomplished through Individual and Joint members at a properly called meeting. Associates will have no voting rights, nor will they be eligible to hold office as an officer or director.

Section 6. TERMINATION of membership may take place after a 30 day notice and an opportunity to be heard, by the Board of Directors, for conduct which violates the fundamental objectives of the Association, brings the organization into disrepute or for knowing violations of the laws of Kentucky or the United States. Termination of membership may be accomplished by 2/3 vote of the Board of Directors.

Article VII

BOARD OF DIRECTORS

Section 1. The AUTHORITY of the Board of Directors (hereafter referred to as the Board) shall be:

A. To have general powers of supervision of the business and affairs of the Association. The Board shall make all necessary rules and regulations that are consistent with the law, these By-Laws, or the stated will of the membership for the management of the business, establish policy and provide guidance for the Association.

B. To require that any elected officer, or employee charged with responsibility for the custody of any of its sums of money or property give bond for the same. The cost of said bond will be borne by the Association.

C. Shall keep a complete record of all its acts and the proceedings of its meetings and shall present a full financial statement at the annual meeting of the Association including an annual audit of each to the accounts of the Association showing in detail the conditions and affairs of the Association. Written minutes of each Board meeting shall be kept.

D. Shall approve an annual budget for each account of the Association.

Section 2. The COMPOSITION of the Board of Directors will be as follows:

A. Officers of the Association – President, Vice President ( Program Coordinator for all Standing Committees ), Secretary, Treasurer and Pointkeeper.

B. Regional Directors, one from each Kentucky ApHC regional club.

Section 3. DESCRIPTION AND DUTIES of the positions on the Board is as follows:

A. Officers will be elected by a general vote of the members at the Annual Meeting. All members will have full voting authority with the exception of Associates. Board members will serve as described in ARTICLE VIII. The President will act as chairman of the Board.

B. Regional Directors will be elected or appointed from within the membership of each Kentucky ApHC regional club.

Section 4. Director’s seats shall be filled only by those persons who are qualified voting members of the Association.

Section 5. The TERMS of the Officers shall be for two years and shall begin and end with the close of the Annual Meeting of the Association. The exception is that the original officers elected will serve from October, 2005 through December, 2007. Regional Directors serving by appointment will be consistent with their terms of appointment. For the initial terms, the Regional Directors will serve staggered terms determined by lot. The West KY ApHC Director will serve a three year initial term, the BGSApHC Director a two year term and the KY Mid-State ApHC Director a one year term. Correspondingly, following the KY Mid-State Director’s one year term, their new Director will begin a three year term.

Section 6. VACANCIES of a Director’s position will be filled by appointment of the President for the completion of the term. When appointed to complete a term, a Director is entitled to an additional full term. Vacancy of a Regional Director’s position must be filled from within the membership of the regional ApHC club for which the vacancy exists.

Section 7. REMOVAL OF DIRECTORS may be accomplished whenever, in the judgment of 2/3 of the Board of Directors, by a vote, the best interest of the Association would be served.

Section 8. MEETINGS of the Board will be quarterly at the call of the President, who acts as chairman of the Board. SPECIAL MEETINGS may be called by or at the request of the chairman, or by written petition of 1/3 of the directors of the Board. Special meetings may be held via e-mail or conference call.

Section 9. NOTICE of quarterly meetings shall be sent at least 10 days prior to the meeting date, giving the time, place, date and purpose of the meeting.

Section 10. ATTENDANCE at the meetings of the Board of Directors shall be required at a minimum of ½ of the Board meetings during a Fiscal year. Failure to attend ½ of the meetings without cause for one year, shall be interpreted as a resignation from the Board and the seat will be declared vacant.

Article VIII

OFFICERS

Section 1. The Officers of the Association will hold one of five offices. They are President, Vice President, Secretary, Treasurer and Pointkeeper.

Section 2. Election of Officers will be by the members at the Annual Meeting by majority vote.

Section 3. Qualification of Officers will be restricted to any qualified voting member of the Association, who is in good standing.

Section 4. Removal of any officer may be accomplished by a 2/3 vote of the Board, when in its judgment, the best interest of the Association would be served.

Section 5. Vacancies in an officer position shall be filled by the President. Should the President’s position become vacant, it will be filled by the Vice President for the remainder of the term. He/she will in turn appoint a new Vice President for the remainder of the term.

Article IX

COMMITTEES

Section 1. There shall be four STANDING COMMITTEES of the Association: Breeding/Halter, Performance, Trail and Youth. The Board shall appoint the members and chairman of each committee. Each committee must have a minimum of three members.

Section 2. There shall be APPOINTED COMMITTEES of whatever responsibility and number deemed necessary to carry out the programs of the Association. All appointed committees shall be appointed by the Board and charged with a specific purpose and shall report to the Board. Any committee chairman can appoint any necessary subcommittees to carry out the mission of the committee.

Section 3. ELIGIBILITY for committee membership will be open to any qualified voting member in good standing with the Association. There will always be a minimum of two youths who will serve as advisors on the Youth Committee.

Article X

OTHER ISSUES

Section 1. OFFICE equipment and supplies shall be provided as necessary for the Board and Committees.

Section 2. COMPENSATION of the Board and all Committees shall be limited to reimbursement of expenses incurred while undertaking their duties and responsibilities for the Association activities. This reimbursement will only be made for activities approved by the Board prior to incurrence and documented by paid receipts.

Section 3. AMENDMENTS to these By-Laws may be accomplished by a 2/3 majority vote of the members at a regular or called meeting. Only the subject matter of the amendments properly published in the call of the meeting shall be considered. All such meetings require a thirty day written notice to the members.

Section 4. Upon DISSOLUTION of the Association by a vote of the members, all of the business property and assets of the Association remaining after payment and discharge of its obligations shall be distributed to a equine scholarship fund under the auspices of the Animal Science Department, College of Agriculture, University of Kentucky or if not possible, to another organization selected by the Board of Directors which qualifies for exemption from federal income taxation pursuant to section 501 (c) (6) of the Internal Revenue code or corresponding provisions of any subsequent federal tax laws.