Bylaws

ARTICLE I

NAME AND OBJECTIVES

Section 1.1 – NAME
The name of this organization is TRANCAS RIDERS AND ROPERS.

Section 1.2 – OBJECTIVES
The objectives shall be to develop good horsemanship and sportsmanship, demonstrate humane care of horses, establish and improve trails, and provide activities that answer the needs of the club as a whole; these shall include gymkhanas, horse shows, trail rides, and wholesome family horse-related functions.

ARTICLE II

MEMBER

Section 2.1 – CLASSES OF MEMBERS
There shall be two classes of members: single memberships, who shall be members 18 years of age or older; and family memberships, who shall be members under 18 years of age.

Section 2.2 – QUALIFICATION AND ADMISSION OF MEMBERS
A member shall be any person who shall have paid the dues specified by the Executive Board, except that the Board may designate honorary members. Junior membership must be accompanied by a parent membership.

Section 2.3 – TERMINATION OF MEMBERSHIP
A membership shall terminate upon the death or resignation of a member, upon nonpayment of dues, or upon his expulsion by a majority vote of the Executive Board. A member may be expelled for conduct, which the Executive Board determines to be clearly inconsistent with and inimical to the objectives and best interests of the organization. Said expelled member may appeal to the membership as a whole at a special meeting or the next regular meeting. A two-thirds vote of the senior members present and voting shall be required to confirm the expulsion of a member. A member may not transfer his membership or rights, and any attempted transfer of a membership shall cause such membership to terminate automatically. All rights of a member in the organization shall cease upon termination of his membership.

Section 2.4 – DUES
The Executive Board shall determine the amount of dues for each year. Dues shall be paid on the basis of a calendar year, and are delinquent on March 15. The initial dues of a new member shall be the full amount for the calendar year in which the member is admitted and shall be paid upon admission, except that new members admitted after July 1 of any year shall pay only one-half of the annual dues.

Section 2.5 – MEETINGS OF MEMBERS
Each year at the January Executive Board meeting, the dates of the general membership meetings shall be determined. The regular meeting held in December is designated as the annual meeting of members at which officers of the organization are to be elected. Special meetings of members may be held at any time pursuant to resolution of the Executive Board or to call by written request signed by at least 20 senior members in good standing (or 10% of the senior membership, whichever is less). A member shall be deemed in good standing if said member’s dues are not delinquent. Notice of meetings, whether regular or special, shall be given each member by mailing a copy of such notice to the address of the member as it appears on the membership roster of the organization. Such notice shall be mailed 10 days prior to the meeting and shall state time and place of meeting, and if it is a special meeting, it shall state the purpose for which the meeting is called.

Section 2.6 – VOTING
Each senior member in good standing on the date of voting shall have one vote. Junior member shall not be entitled to vote. The presence of 40 senior members (or 20% of the total senior membership, whichever is less) in good standing shall constitute a quorum, excluding amendment of the bylaws. Any senior member in good standing may appoint another senior member in good standing to vote as such member’s proxy. All proxies shall be in writing and signed by the party granting the proxy and the proxy holder. All proxies shall be filed at the meeting with the secretary and may be revoked by appearance in person prior to the voting.

ARTICLE III

EXECUTIVE BOARD

Section 3.1 – QUALIFICATIONS
The Executive Board shall consist of four elected Officers and the immediate past President as Parliamentarian, together with four Directors elected by, a majority vote of these elected Officers.

Section 3.2 – ELECTION AND TERM OF OFFICE
All Officers shall hold office for a one-year term commencing on January 1 and expiring on December 31 of each year, or until their respective successors are elected. On or before October 1 of each year, the President shall appoint a Nominating Committee to consist of five senior members in good standing. Thirty days preceding the election, the Nominating Committee shall report their selections to the membership and any additional nominations may be made from the floor at a general meeting by a nomination and a second. The notice of the meeting at which Officers are to be elected shall set forth those nominated. Written notice shall be given to all voting members two weeks prior to any meeting at which the election of officers is to be held. Voting shall be by secret ballot. All elections will be determined by simple majority of, senior members in good standing voting. At the beginning of the election meeting, the President shall appoint three inspectors to supervise the election process.

Section 3.3 – MEETINGS
The current President shall call a joint meeting of the old and new Executive Board within 30 days following the annual meeting of members. Other meetings of the Executive Board may be called by the President or by a majority of the Board. Notice of such meetings shall be given each Officer and Director not less than three days before such meeting by phone or by mailing a copy of such notice to the address of the Officer or Director as it appears in the membership roster. Notice to a Director or Officer is waived by the personal appearance of the Director or Officer at the meeting, and also may be waived by written waiver signed by the Director or Officer. Action of the Executive Board may also be taken by unanimous written consent.

Section 3.4 – VACANCIES
Any vacancy on the Executive Board caused by death, resignation, or disability of a Director or Officer shall be filled by a majority vote of the remaining Directors and Officers or by the sole remaining Director or Officer.

Section 3.5 – QUORUM
A majority of the Executive Board shall be necessary to constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the Executive Board present at a meeting duly held at which a quorum is present shall be regarded as an act of the Directors and Officers of the Executive Board unless a greater number be required by law or by the Articles of Incorporation.

Section 3.6 – APPROVAL OF MINUTES
The transactions of any meeting of the Executive Board however called and noticed or wherever held, shall be as valid as though had at a meeting duly held if each of the Directors and Officers not present approves in writing the minutes of such meeting. All such approvals shall be filed with the records of the organization or made a part of the minutes of the meeting.

ARTICLE IV

OFFICERS

Section 4.1 – OFFICERS
The Officers of the organization shall be a President, a Vice-President, a Secretary and a Treasurer.

Section 4.2 – REMOVAL AND RESIGNATION
Any Officer or Director may resign. Any Director may be removed for just cause by the Executive Board at any time. Any Officer may be removed for just cause by a vote of the membership. Vacancies caused by death, resignation, or removal of any Officer or Director may be filled by appointment by the Executive Board, or by the President until such appointment by the Executive Board.

Section 4.3 – PRESIDENT
The President shall be the executive officer of the organization and, subject to the control of the Executive Board, shall have general supervision, direction, and control of the affairs of the organization. He shall preside at all meetings of members and meetings of the Executive Board.

Section 4.4 – VICE PRESIDENT
The Vice President shall, in the absence or disability of the President, perform all the duties of the President, and when so acting shall have the powers of, and be subject to, the restriction upon the President.

Section 4.5 – SECRETARY
The Secretary shall keep, at a place specified by the Executive Board, a book of minutes of all meetings of the Executive Board and members, with the time and place of holding, how called or authorized, the notice thereof given, the names of those present at Executive Board meetings, the number and names of members present or represented by valid proxy at members’ meetings, and the proceedings thereof. The Secretary, or a person designated by the Executive Board, shall also keep a register showing the names and addresses of the members and the classification of membership (senior or junior).

Section 4.6 – TREASURER
The Treasurer shall keep and maintain adequate and correct books of account showing the past and current receipts and disbursements of the organization and an account of its cash and other assets, if any. Such books of account shall at reasonable times be open to inspection by any member. The Treasurer shall deposit all moneys of the organization with such depositaries as are designated by the Executive Board and shall disburse the funds of the organization as may be ordered by the Executive Board and shall render to the President or the Executive Board, upon request, statements of the financial condition of the organization. Withdrawals from the bank account of the organization may be made only by check of the organization signed by at least two Officers.

ARTICLE V

MISCELLANEOUS

Section 5.1 – EXECUTION OF DOCUMENTS
The Executive Board may authorize any Officer or Officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the organization and such authority may be general or confined to specific instances; and, unless so authorized by the Executive Board. No Officer, agent, or other person shall have any power or authority to bind the organization by any contract or engagement or to pledge its credit or to render it liable for any purpose or to any amount.

Section 5.2 – INSPECTION OF BYLAWS
The organization shall keep in its Secretary’s files the original or a copy of these bylaws, as amended or otherwise altered to date, certified by the Secretary, which shall be open to inspection by the members at all reasonable times.

Section 5.3 – CONSTRUCTION AND DEFINITIONS
Unless the context otherwise requires, the general provisions, rules of construction, and definitions contained in the California General Nonprofit Corporation Law shall govern the construction of these bylaws.

Section 5.4 – RULES OF ORDER
The rules contained in Roberts Rules of Order, revised, shall govern all members’ meetings and Executive Board meetings of the organization, except in instances of conflict between said Rules of Order and the Articles of Incorporation or bylaws of the organization or provisions of law.

Section 5.5 – JUNIOR ADVISORY BOARD
The junior members are authorized to establish a Junior Advisory Board, with Directors and Officers, for the purpose of presenting ideas and concerns to the Executive Board for its consideration and possible adoption. Any action or recommendation by the Junior Advisory Board is simply advisory.

ARTICLE VI

AMENDMENTS

Section 6.1 – POWER OF MEMBERS
New bylaws may be adopted or these bylaws may be amended or repealed by the written assent of a majority of the voting members except as otherwise provided by law or by the Articles of Incorporation.

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