BY-LAWS

OF

SOUTHWEST DRESSAGE CHAMPIONSHIPS, INC.

(hereinafter called the "SWDC ")

 

 

 

ARTICLE I

 

Purpose, Membership, and Voting

 

 Section 1.1.  Purpose.  The purpose of the SWDC is to maintain an administrative structure for qualification and awards for the annual SWDC championships (the Championships), encourage competition, ensure a first-rate championship show and manage funds to fulfill this purpose.

 

Section 1.2.  Membership.  There shall be no members of the SWDC;  however, voting privileges shall be afforded to anyone attending an annual or special meeting and also to those persons who are entitled to vote by proxy pursuant to Section 1.7 hereof.

 

Section 1.3.  Annual Meeting.  An annual meeting for the election of the Chairman of the Board (the Chairman) and the transaction of such other business as may properly come before such meeting shall be held at such time, on such date and in such place as may be specified by the Board.  Absent unusual circumstances, the annual meeting of the SWDC will be held in conjunction with the SWDC Championship show.  

 

Section 1.4.  Special Meetings.

 

       (a)  Special meetings be called at any time and place for any purpose or purposes by the Chairman.

 

       (b)  No business shall be considered and voted upon at a special meeting unless such business was included in the purpose or purposes set forth in the notice of the meeting and the notice was published in accordance with Section 1.8 of these Bylaws.

 

Section 1.5.  Organization of Meetings.  At all meetings of the SWDC, the Chairman shall act as chairman of the meeting; and the Treasurer or, if the Treasurer is unavailable, any person appointed by the Chairman of the meeting shall act as secretary of the meeting and keep the minutes of the meeting.

 

Section 1.6   Voting.  Each individual who attends an annual or special meeting shall be entitled to one vote on each item as to which a vote is required. Unless otherwise set forth in these by-laws, the only matters that may be voted upon at an annual or special meeting are the election of the Chairman, a amendment to a substantive provision of the Rules or Regulations (as contrasted with an administrative provision, which may be amended by the Board of Directors from time to time without a vote, an annual or special meeting) and an amendment to these by-laws.

 

Section 1.7.  Voting by Proxy.  Except as provided in Section 2.5 of these By-Laws (or any other provision of these By-Laws that may be adopted in the future relating to the removal of the Chairman), in the event an individual cannot attend an annual or special meeting, she may submit a written proxy indicating the vote she wishes to cast on the matter(s) to be voted upon at the meeting or appointing an individual who will attend the meeting in person to vote in her place if and only if (a) she represents a horse show that is a qualifying competition for the SWDC Championships (with only one vote allowed per horse show), or (b) she has ridden in a qualifying class for the current years Championship (or, if the vote is to be taken prior to May 1 of any year, in a qualifying class for the prior years Championships).  No other individuals may vote by proxy at any annual or special meeting.

 

Section 1.8.  Notices of Meetings.   Notices of annual or special meetings must be published in the Region 9 newsletter or similar publication at least 60 days prior to the date of the meeting and must include all items to be voted upon at the meeting.  Any item that is not included in the notice of the meeting will not be considered to have been properly brought before the meeting and may not be voted upon at the meeting.  Any vote purported to have been taken on a matter not included in a notice given in accordance with this Section 1.8 shall have no force or effect whatsoever.

 

Section 1.9.  Inclusion of Items in Notice.  Any individual wishing to include an item in the notice for an annual or special meeting shall submit the proposal in writing to the Rules and Bylaws Chairman at least 90 days prior to the date of the meeting. If the item is a proper subject for a vote under these bylaws, it will be included in the notice and submitted to a vote at the meeting.

 

Section 1.10.  Vote Required.  A plurality vote shall be required to elect the Chairman.  Any proposed amendment to the Bylaws or the Rules and Regulations shall require the affirmative vote of at least two-thirds of the individuals present in person or by proxy at a meeting called for that purpose.

 

Section 1.11.  Effective Date of Rule Change.   All rules changes adopted in accordance with these Bylaws, other than extraordinary rule changes described in Section 1.12 below, will become effective as of the qualifying year immediately following the year in which they were adopted.

 

Section 1.12.  Extraordinary Rule Changes.   (a)   Once the qualifying year has begun, the rules for the current Championship qualifying year may not be changed except through an Extraordinary Rule Change.   (b) A Rule change approved  in accordance with Sections 1.6, 1.7, 1.8, 1.9,  and 1.10 of these Bylaws may be deemed an Extraordinary Rule Change if it is determined by the Board that any further delay of a given rule change proposal would create a severe hardship or create or continue a gross unfairness to the SWDC, its members or their horses, and/or its recognized competitions or is determined by the Board to be a matter of health and safety to the horses and riders.   (c)   Extraordinary Rule Changes shall be effective as specified by the Board of Directors and if not specified shall be effective immediately upon passage.

 

 

ARTICLE II

 

Board of Directors

 

Section 2.1.  General Powers.  Subject to the provisions of law, all the corporate powers shall be vested in, and the business and affairs of the SWDC shall be managed by, or under the direction of, the Board of Directors.

 

Section 2.2.  Number.  The number of directors shall be as determined, from time to time, by the Chairman.

 

Section 2.3.  Nomination, Election, and Term of Office.

 

       (a)  Nominations of individuals for election as Chairman shall be made by the Board of Directors or by an individual entitled to vote on the matter in the manner prescribed by Section 1.6 of these bylaws..

 

       (b)  The Chairman shall be elected annually by plurality vote, at the annual meeting of the SWDC.  All other members of the Board shall be chosen by the Chairman, except that a representative of show management of the Championship Show for the relevant year shall automatically be a member of the Board for the year in which that Championship Show is to be held.

 

       (c)  Each member of the Board of Directors shall serve until all of the duties relating to the Championship show for which he or she was elected have been discharged, even if a new Chairman or other new member(s) of the board have been elected or appointed for the next Championship show.

 

Section 2.4.  Resignation.  Any director may resign at any time by delivering a written resignation to the Chairman of the Board.  Unless otherwise specified therein, such resignation shall take effect upon receipt thereof.

 

Section 2.5.  Removal of the Chairman.  The Chairman may be removed from office for just cause only at a special meeting of the members called for that purpose, the notice of which meeting shall be given in accordance with Section 1.7 of these By-Laws and which shall include, in sufficient detail, a description of the grounds on which removal of the Chairman is proposed and the name of the individual proposed to be elected as Chairman in the event the existing Chairman is removed.  Removal of the Chairman shall require the vote of two-thirds of the members present at the meeting in person, and no voting by proxy shall be permitted on any vote regarding the removal of the Chairman.  At any special meeting called for the purpose of removing the Chairman, the Chairman sought to be removed shall be given ample opportunity to present her position and reasons why she opposes removal, including testimony of any other persons, presentation of documents and other steps reasonably designed to present relevant information on the issue to the members present.

 

 

 ARTICLE III

 

Board Meetings

 

Section 3.1.  Annual Meeting of the Board.   In conjunction with the annual meeting of the SWDC, the Board of Directors shall meet for the purposes of organization, the election of officers, and the transaction of other business.  Such meeting may be held on such other date, and at such time and in such place, as shall be specified by the Chairman.  Other meetings of the Board of Directors shall be held from time to time in the discretion of the Chairman.

 

Section 3.2.  Quorum.  The presence at any meeting of the Board of Directors of a majority of the members in office at the time of the meeting of the Board of Directors  shall constitute a quorum for the transaction of business.

 

Section 3.3.  Use of Conference Telephone.  Directors may participate in and hold a meeting of the Board of Directors by means of conference telephone or similar communications equipment, provided that all persons participating in the meeting can hear and communicate with each other.  Such participation 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 3.4.  Voting.  Except as otherwise required by law, the act of a majority of the directors present at a meeting or adjourned meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors.

 

Section 3.5.  Waiver of Notice.  Notice of any meeting of the Board of Directors need not be given to any director if such notice is waived by him or her in writing, either before or after such meeting.  Directors present at a meeting of the Board of Directors shall be deemed to have received, or to have waived, due notice thereof, except where a director attends for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.  Any meeting of the Board of Directors shall be a valid and binding meeting without any notice thereof having been given if all the directors shall be present thereat.

 

Section 3.6.  Director's Assent.  A director who was present or represented at any meeting of the Board of Directors at which any action was authorized or taken shall be presumed to have assented to such action unless such director's dissent there from was either noted in the minutes of the meeting or filed promptly thereafter with the secretary of the meeting.  Such right to dissent shall not apply to a director who voted in favor of such action.

 

Section 3.7.  Action by Consent in Writing.  Any action which may be taken at a meeting of the Board of Directors may be taken by a consent in writing signed by all of the directors.  Any such consent may be signed at any time or times and may be signed in two or more counterparts.

 

 

 

ARTICLE IV

 

Officers

 

Section 4.1.  Principal Officers.

 

       (a)  The principal officers of the SWDC shall be a Chairman of the Board,  a Rules and Bylaws Chairman, an Awards Secretary, a Treasurer and  a Sponsorship Chairman.

 

       (b)  The Chairman may leave any of the offices enumerated in paragraph (a) of this Section vacant, except the offices of Chairman, Treasurer and Awards Secretary.

 

Section 4.2.  Other Officers.  The Chairman may appoint such other officers and agents at any time as may be necessary for the business of the SWDC, each of whom shall have such authority and perform such duties as may be prescribed in these by-laws or by the Board of Directors from time to time.

 

Section 4.3.  Election, Term of Office and Qualifications.

 

       (a)  Except as otherwise provided in these by-laws, the principal officers of the SWDC shall be elected annually by the Board of Directors at its annual meeting and shall serve in his or her position until all duties related to the Championships held in the Championship year for which he or she was elected, even though new officer(s) may have been elected for the next Championship year.

 

      (b)  Each officer shall also be a director of the SWDC.

 

Section 4.4.  Resignation.  Any officer may resign at any time by delivering a written resignation to the Chairman of the Board.  Unless otherwise specified therein, such resignation shall take effect upon receipt thereof.

 

Section 4.5.  Chairman of the Board.  The Chairman of the Board shall preside at all meetings of the SWDC and the Board of Directors.  The Chairman of the Board shall guide the activities and deliberations of the Board of Directors and endeavor to ensure that the Board of Directors is adequately informed and duly consulted and functions effectively in making decisions and carrying out the responsibilities of the Board of Directors.  The Chairman of the Board shall endeavor to ensure that the Board of Directors receives adequate administrative support and is properly organized with respect to the structure, responsibilities, staffing and compensation of principal officers.  The Chairman of the Board shall, working with the other members of the Board of Directors, seek to ensure that Championships are held annually in accordance with the Rules and Regulations in effect for each respective Championship, shall carry out the purposes of the SWDC to the best of their abilities and shall advise and consult with the officers with regard to all significant aspects of the business of the SWDC.

 

Section 4.6.  Treasurer.  The Treasurer shall have all authority and perform all duties incident to the office of treasurer of a  corporation, including responsibility for recording income (from qualification fees and show recognition fees) and expenses (including but not limited to payments for the ribbons and awards to be given at the Championships, fees to the Championship show organizer for volunteer services and calculation and payment of prize money for the Championships), paying bills, maintaining communication with the financial institution(s) where the SWDC’s accounts are held and receiving and reconciling periodic statements in that regard, and periodically reporting to the Chairman and the Board on the financial condition of the organization.  The Treasurer shall  have and exercise all such other powers as from time to time may be assigned by the Chairman.  In addition to these responsibilities, the Treasurer shall attend all meetings of the Board of Directors and keep the minutes of all such meetings or shall appoint another member of the Board to do so at any meeting which the Treasurer cannot attend.