AHA Member of Region 18

est:~ March 8, 2008

Article l

Name and Organization

Section 1-

This Club shall be known as the :

NORTH STAR ARABIAN ALLIANCE

( NSAA)

Section 2- The objects and purposes for which this organization is formed are: to establish friendly communications and dealings among its members and the exchange of ideas; to aid and encourage the breeding, exhibiting, use and perpetuation of the Arabian, Half-Arabian and Anglo-Arabian horse; to cooperate with all local, provincial and national organizations in the attainment of these objectives; to do any and all lawful things to effectuate such purposes; and to recognize member achievement. To promote and manage exhibits and shows for the education of those interested, and to provide funds for benevolent uses or for providing funds for carrying out the purposes of this organization; and to do all other things, not denied by law, in promoting the purposes of this organization.

Section 3- The Head Office and mailing address of this Association shall be the address of the current President. The membership shall be notified of the current address of the Association after each election and before the changeover of Executive takes place.

Section 4- The fiscal Year of the club shall be January 1^st through December 31^st of each year.

Section 5- There shall be no capital stock. All new members shall be given a copy of the Bylaws.

Section 6- As an ARABIAN HORSE ASSOCIATION (AHA) CHARTERED CLUB, NSAA shall abide by the current rules of AHA.

Article II

Officers and Duties

Section 1- The officers of the club shall be: President, Vice President, Secretary, and Treasurer. The President, Vice President and Treasurer shall be nominated and elected by the general membership. Theses officers shall hold office for a period of one year. The secretary shall be appointed by the President and shall also hold office for a period of one year.

Section 2- The President shall preside at all general and Board of Directors meetings of the Club. The President shall appoint all special and standing committees, chairpersons, and serve as the ex-officiao member of all committees. The President shall conduct the business of the club in accordance with Club Bylaws.

Section 3- The Vice-President shall preside at all general and Board of directors meetings in the absence of the President. The Vice President shall act as chairperson of the Nominating Committee. In the event of a vacancy of the office of the President, the Vice –President shall succeed to that office for the unexpired term.

Section 4- The Secretary shall keep the minutes of all meetings and safeguard the records of the club and shall be ex-officio Secretary of all Board meetings. The Secretary shall conduct, supervise, count and record balloting of all elections and perform such other duties as usually pertain to this office, including those specifically assigned by the President and/or Board of Directors.

Section 5- The Treasurer shall keep and safe guard the funds of the club and keep accurate records of the same. The Treasurer shall be required to report monthly receipts and disbursements of all monies handled through this office. The Treasurer shall also act as Membership Chairperson unless one is appointed separately by the President.

Section 6- Chairpersons of all committees shall serve for a period not to exceed one year unless appointed for a second term.

Section 7- As an AHA chartered club, all officers must be an individual affiliate voting member of AHA through NSAA at the time of election and during their term of office.

Article III

Directors and Duties –( In the event of Incorporation)

Section 1. The number of Directors shall be six (6) No two or more offices may be held concurrently by any member of the Board. The number of Directors may be increased or decreased by amendment of these By-laws by action of the members.

The members of the Board of Directors shall consist of the President, Vice-President, Recording Secretary, Corresponding Secretary, Treasurer, and the last succeeded Past -President of the Association. These Directors shall be elected at the annual meeting of the members except as provided in Section 3 of this Article IV, and each Director shall be elected to serve until the next Annual meeting of the members and until his successor has been elected and has qualified.

In addition to the foregoing officers who shall be members of the Board of Directors, there shall be five (5) additional Directors, all of whom shall be elected for terms of two (2) years each, three (3) of whom shall be elected every two (2) years beginning in odd numbered years and two (2) of whom shall be elected every two (2) years beginning in even numbered years. No Director shall be eligible for re-election to the Board for more than two (2) successive terms.

Section 2. Any Director may resign at any time. The Board of Directors may, by majority vote of all the Directors then in office, remove a Director with cause. The members entitled to vote for the election of Directors may remove a Director with cause.

Section 3. If any vacancies occur in the Board of Directors by reason of death, resignation, retirement, disqualification or removal from office, or otherwise, the Directors then in office, although less than a quorum, may by majority vote choose a successor or successors to fill such vacancies or the newly created Directorship and the Directors so chosen shall hold office until the next Annual meeting of the membership and until their successors shall be duly elected and qualified unless sooner displaced; provided, however, that if in the event of any such vacancies, the Directors remaining in office shall be unable, by majority vote, to fill such vacancies within ninety (90) days of the occurrence thereof, the President or the Secretary shall call a special meeting of the members for the purpose of electing Directors to fill such vacancies.

Section 4. Regular meetings of the Board of Directors shall be held immediately succeeding the Annual members meeting and then at least every other month thereafter and as deemed necessary by the President. Notice of the meeting shall be given at least ten (10) days before the date of the meeting. The President may hold a special meeting of the Board of Directors with notice thereof delivered personally or by telephone or by e-mail or by facsimile machine (fax) or by the Canada Post with five (5) days notice.

Section 5. Compensation - Directors as such, shall serve without compensation, provided, however, that by resolution of the members, Directors may be reimbursed for actual out-of-pocket expenses incurred in connection with the performance of their duties.

Section 6. A Director must be an Individual member in good standing with this Association and with AHA.

Section 7. The presence of fifty (50) per cent of the Officers and Directors shall be necessary to constitute a quorum for the transaction of business by the Board of Directors. No business shall be conducted until a quorum is present.

Section 8. The duties of the directors shall be to advise the Club in promoting, encouraging and fostering interest in the Arabian horse. The directors shall review and act on potential member applications and function in the capacity of an Ethics Review Committee.

Section 9. The secretary shall serve as an ex- officio member of the Board of Directors.

Section 10. The Publicity Chairperson shall be an honorary, nonvoting member of the Board of Directors and shall be responsible for the publication of the newsletter. If no separate Publicity Chairperson is appointed, the Secretary shall assume the responsibility of the Newsletter.

Section11. As an AHA chartered club all Directors must be an individual affiliate voting member of AHA through NSAA at the time of election and during their term of office.

ARTICLE IV –

OFFICERS ( In the Event of incorporation)

Section 1. Executive Officers. The officers of the Corporation shall be a President, one or more Vice-Presidents, a Recording Secretary, a Corresponding Secretary, a Treasurer and such other officers as the Board of Directors may determine.

Section 2. Authority and Rules. All officers, as between themselves and the Corporation, shall have such authority and perform such duties in the management of the Corporation as may be provided in these By-laws, or to the extent not so provided, by the Board of Directors.

Section 3. Term of Office. All officers shall be elected by the members and shall hold office for one (1) two (2) year term or until the next Annual meeting of the members or until their successors are elected. In the event that any office is unopposed, the term of that office shall be extended for an indefinite period. However, that office must be voted on at the Annual meeting at which time nominations may be accepted from the floor.

Section 4. Removal from office. Any officer elected by the membership or appointed by the Board may be removed with cause at any time by the Board and with or without cause at any time by the members.

Section 5. Compensation. Officers shall serve without compensation; provided, however, that by resolution of the Board of Directors, officers may be reimbursed for actual out-of-pocket expenses incurred in connection with the performance of their duties.

Section 6. Vacancies. If an office becomes vacant for any reason, the Board of Directors shall fill such vacancy. Any officer so appointed or elected by the Board shall serve only until such time as the unexpired term of his predecessor shall have expired unless re-elected by the members or reappointed by the Board.

Section 7. President. The President shall be the Chief Executive officer of the Corporation. He shall preside at all the meetings of the members or the Directors; he shall be ex officio member of all standing committees, shall have general and active management and control of the business and affairs of the Corporation subject to the control of the Board of Directors and shall see that all orders and resolutions of the Board are carried into effect.

Section 8. Vice-President. The Vice-President or, if there be more than one, the Vice-Presidents in order or their seniority or in any order determined by the Board, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall generally assist the President and perform such other duties as the Board of Directors shall prescribe.

Section 9. Recording Secretary. The Recording Secretary shall attend all meetings of the Board and all meetings of the members and record all votes and the minutes of all proceedings in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give or cause to be given, notice of all meetings of members and special meetings of the Board of Directors and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he shall act. He shall keep in safe custody the seal of the Corporation and, when authorized by the Board, affix the same to any instrument requiring it, and, when so affixed, it shall be attested by his signature or by the signature of an Assistant Secretary. He shall keep in safe custody the Certificate books and such other books and records as the Board may direct and shall perform all such other duties incident to the office of Secretary.

Section 10. Assistant/Corresponding Secretary. The Corresponding Secretary, if any, shall in the absence or disability of the Recording Secretary, perform the duties and exercise the powers of the Recording Secretary and shall perform such other duties as the Board of Directors or the Recording Secretary shall prescribe.

Section 11. Treasurer. The Treasurer shall have the care and custody of the Corporate funds, and other financial effects, including securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and Directors at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as the Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond for such term, in such sum and with such surety or sureties as shall be satisfactory to the Board for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

Section 12. Assistant Treasurer. The Assistant Treasurer, if any, shall in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties as the Board of Directors or the treasurer will describe.

ARTICLE V - MEETINGS

Section 1. The Annual meeting of members for the election of Officers or Directors and the transaction of other business shall be held on either the third or fourth weekend of October as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Special meetings of the members, for any purpose or purposes, unless otherwise prescribed by the By-laws of the Association or by the Certificate of Incorporation may be called by the President or by three members of the Board of Directors and shall be called by the Secretary at the request, in writing of twenty-five (25%) per cent of the members who may, in writing demand the call of a Special meeting specifying the date and month thereof which shall not be less than two (2) weeks nor more than one (1) month from the date of such written demand.

Section 3. Whenever written notice of a meeting is given, such notice shall state the place, date and hour of the meeting, and unless it is the Annual meeting, indicate that it is being issued by or at the direction of the person or persons calling the meeting, state the purpose or purposes for which the meeting is called and be given, personally by first-class mail, to each name on the membership list maintained by the Association being postmarked not less than ten (10) days nor more than fifty (50) days before the date of the meeting: except however, if the meeting shall be called at the request of a member pursuant to Section 2 of this Article V.

Section 4. Notwithstanding the provisions of any of the foregoing sections, a meeting of the members of this Association may be held at any time and place and any action may be taken thereat, if notice is waived in writing by every member having the right to vote at the meeting.

Section 5. The presence in person of ten (10) per cent of the Individual members in good standing or at least 10 members shall be necessary to constitute a quorum for the transaction of business. If, however such quorum shall not be present or represented at any meeting of the members, the members entitled to vote thereat present in person, shall have the power to adjourn the meeting from time to time until a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed.

Section 6. All meetings shall be conducted by the Roberts Rules of order.

Article VI

Nominations and Elections

Section 1. The Nominating Committee shall consist of four members: the Vice-President, acting as chairperson: one director appointed by the President, and two other members from the general membership excluding, if possible, officers and members of the Board.

Section 2. The Nominating Committee shall report at the September general meeting. Nominations from the floor shall be in order at this meeting. Elections shall be conducted at the November general meeting.

Section 3. Absentee Ballots will be furnished with the November meeting notice.

Section 4. Voting shall be held by secret ballot for any office for which there is more than one candidate. The candidates shall be elected by a majority of the voting members.

Section 5. Installation of Officers and Directors shall be held at or before the January meeting. Term of office shall begin upon installation.

Article VII

Memberships, Voting Rights and Dues

Section 1. Eligibility for active membership in good standing:

(a) Any individual of good character and reputation interested in Arabian Horses and promoting good Horsemanship.

(b) Payment of annual dues for the membership year which shall run from Jan 1 to Dec 31.

Section 2. Types of memberships:

          1) INDIVIDUAL MEMBERSHIP - This voting membership is for individuals eighteen (18) years old and older who subscribe for membership in the Arabian Horse Association, Inc. (AHA) through NSAA. Individual members may participate in all activities and programs of NSAA and are entitled to hold office, vote, be on a committee and / be a delegate at the regional or national levels.

          2) AFFILIATE MEMBERSHIP - This non-voting membership is for individuals eighteen (18) years old and older who are members of AHA through another club. Affiliate members may participate in the activities and programs of NSAA, but may not hold office or serve as Region 18 delegates.

          3) ASSOCIATE MEMBERSHIP - This non-voting membership is for individuals eighteen (18) years old and older who do not wish to be members of AHA, but are interested in the breeding, showing or promotion thereof. Those persons who subscribe for membership in this classification shall not be entitled to membership in AHA through NSAA. An Associate member may participate in the activities and programs of NSAA, but may not hold office, serve as a Region 18 delegate or chair a committee.

          4) YOUTH MEMBERSHIP - This non-voting membership is for individuals under the age of eighteen (18) years as of December 1 of the previous calendar year. A Youth member is entitled to all benefits of AHA and NSAA except the ability to be a delegate to the Annual AHA Convention. Youth members may participate in all activities and programs of NSAA, but may not hold office or chair committees.

5) AHA LIFE (VOTING)- a life member of AHA who has listed this club as his/her “designated” club, may vote, hold office and/or be a delegate in this club

Section 2. A member may be suspended or expelled for conduct prejudicial to the best interests of the Association or for violation of any of the By-laws or provisions a Certificate of Incorporation of the Association. Suspension or expulsion of a member shall be by a two-thirds vote of the entire Board of Directors, provided that a statement of the charges shall have been mailed by registered mail to the member at his last recorded address at least fifteen (15) days before final action is to be taken thereon. This statement of charges shall be accompanied by a notice of the time when and place where the Board of Directors is to take place.

Section 3. Voting Rights are granted only to the individual Affiliate voting members paying affiliate dues through NSAA. Voting by proxy shall not be allowed.

Section 4. Dues:

(a) Dues for the succeeding Calendar year shall be proposed by the Board of Directors and set by vote of the general membership at the October meeting.

(b) The AHA and NSAA membership year shall run from January 1^st to December 31^st preceding the beginning of the membership year and shall become delinquent on Jan 1^st of the membership year.

(d) New members may join AHA and NSAA at anytime but dues shall not be pro- rated.

(e) NSAA shall transmit to AHA the sum assessed by AHA and collect by NSAA/AHA individual affiliate voting members for dues. These dues shall be transmitted to AHA according to AHA specifications and within 30 days of receipt by the club.

Article VIII

Financial

Section 1. This club is a non-profit organization. All funds shall be used in accordance with our stated purpose and to provide for the continued functioning of the Club.

Section 2. To access Club funds shall require two of three authorized signatures approved by the Board of Directors.

Section 3. At the close of the fiscal year the books shall be reviewed by the Board of Directors.

Section 4. Should the club be dissolved, any remaining assets shall be donated for equine research, youth promotion or other selected benevolent use.

Article IX

Amendents

Section 1. These Bylaws may be altered and amended at any meeting of the Club providing a quorum is present , and by a two- thirds (2/3) vote of the regular members present at such a meeting and providing that the proposed amendment or alteration was presented in writing to all members in good standing at least ten days prior to the meeting.

Section 2 All amendments passed shall be dated, signed and sent to AHA along with a cover letter signed by both the Club president and Secretary.

ARTICLE X – PROCEDURE

Section 1. The By-laws of this Association and/or the By-laws of AHA shall be the governing basis for this Association. Should the occasion arise when these By-laws and the AHA By-laws are not sufficient then the current Roberts Rules of Order will be abided by.

Section 2. The President shall have a vote in deadlock situations only.

Section 3. The word "he", wherever used in these By-laws, shall include the feminine "she" as completely as if set out herein.

ARTICLE XI - COMMITTEES

Section 1. The Board of Directors by resolution adopted by a majority of the entire Board may designate a Budget Committee and other standing committees, each consisting of one (1) or more Directors and two (2) or more members, and each of which, shall have authority of the Board, except that no such committee shall have authority as to the following matters:

a) The submission to members of any act requiring members’ approval;

b) The filling of vacancies in the Board of Directors or in any committee

c) The amendment or repeal of the By-laws or the adoption of new By-laws;

d) The amendment or repeal of any resolution of the Board which by its terms shall not be amendable or subject to repeal.

Section 2. The Board of Directors may designate one (1) or more Directors as alternate members of any standing committee who may replace any absent member or members of any meeting of such committee.

Section 3. The Board of Directors may create such special committees as it may deem desirable. The members of such special committees shall be appointed by the President with the consent of the Board.

Section 4. Each committee of the Board of Directors shall serve at the pleasure of the Board.

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