By-Laws of Minnesota Arabian Horse Breeders, Inc.
Article 1 – Offices
Section 1 – Principal Office
The principal and registered office of the corporation shall be 18080 County Road 2, Chatfield, MN 55923. The corporation may have such other offices, within the State of Minnesota, as the business of the corporation may require from time to time.
Section 2 – Registered Office
The registered office of the corporation required by the Minnesota Business Corporation Act to be maintained in the State of Minnesota may be, but need not be, identical with the principal office in the State of Minnesota, and the address of the registered office may be changed from time to time by the Board of Directors.
Article 2 – Members
Section 1 – Membership
There shall be three classes of members, namely, Active members, Associate members, and Corporate memberships totaling 50 available memberships.
Section 2 – Active Members
- Active members’ requirements shall be:
Pay $500 annual dues
Pay any indebtedness to MAHB within 30 days of notification
Attend or proxy 50% of corporate activities and meetings
Serve on one committee; contribute at Fall Fest as required
Donate one breeding to corporation at least every other year, if the member solely owns a stallion standing at public stud
Be primary contact for all sponsored stallions
Abide by the rules and regulations of the corporation
- Associate members requirements shall be:
Pay $1,000 annual dues
Pay any indebtedness to MAHB within 30 days of notification
Donate one breeding to corporation at least every other year, if the member solely owns a stallion standing at public stud
Be primary contact for all sponsored stallions
Abide by the rules and regulations of the corporation
- Corporate memberships
Memberships currently owned by MAHB
Board sets price for memberships
May be used to sponsor stallions not sponsored by members
The Board of Directors, in individual instances, under special circumstances, determined by them may waive any or all said requirements.
- Adult members of the same family may attend and be involved in all corporation activities and business; however, said family members together under a farm name shall constitute only one membership and shall be entitled collectively to only one vote on each matter submitted to the vote of the Corporation. Cumulative voting by members is prohibited.
- Failure to comply and abide with these rules may result in the termination, suspension, expulsion of active membership or the transfer of membership from one class to another by two-thirds (2/3) vote of active members present at a duly constituted meeting. Such action, however, shall not be taken without first giving the member an opportunity to appear before the active members, to call witnesses in the member’s own behalf and to make such statements as the member deems relevant.
- Any member may resign from the Corporation.
Section 3 – Prospective Members
Prospective active members can be added to the corporation in one of three (3) following ways:
- Transfer to family member. Only an active member in good standing will have the right during lifetime or at member’s death to transfer the membership to a family member under the following rules and conditions:
- There shall be no initiation fee or cost involved for transfer of membership to a family member.
- The transfer of a membership shall be automatic with no vote on the new membership necessary.
iii. Family members consist of: spouse
- The new family active member must not at time of transfer have any delinquent indebtedness to the corporation.
- In the event of the disability, incompetency or death of an active member, the membership shall pass to a family member by operation of law and/or by designation as beneficiary duly filed by the active member during his or her lifetime with the corporation, provided the prospective member meets the criteria for membership. Approval of the corporation shall not be required. In event of failure of transfer to a family member, the membership shall lapse and revert to the corporation.
- Transfer to non-family member. Only an active member in good standing will have the right to transfer their active membership to a non-family member under the following rules and conditions:
- Our only additional criteria should be, whether or not in our opinion, the prospective new member would be an asset to our corporation.
- Transfer of the active membership must have majority approval by corporation members in attendance at a duly constituted meeting to become effective.
iii. The new non-family active member cannot have any delinquent indebtedness to the corporation.
- Transfer of membership by corporation. All applications for membership owned by the corporation shall be addressed in writing to the Board of Directors. The Board shall in each individual case determine the price and terms of said membership, and any special conditions to be attached thereto. The Board shall notify the membership committee of the prospective new member who, in their judgment at the time would be the best available asset to our corporation. The application for membership upon being submitted to the following rules and conditions. The new member will be approved when the following requirements have been met:
- Our only additional criteria should be, whether or not in our opinion, the prospective new member would be an asset to our corporation.
- The new member must have a majority approval by the corporation members in attendance at a duly constituted meeting to become effective.
iii. The new member cannot have any delinquent indebtedness to the corporation.
- In the event a new member fails to comply with the above criteria, nomination shall be deemed terminated by vote of the Board of Directors.
Section 4 – Waiver of Notice.
Notice of the time, place and purpose of any meeting of members, whether required under the Minnesota Non-Profit Corporation Act, the articles, or the By-Laws, may be waived, in writing, by any member. Such waiver may be given before or after the meeting and shall be filed with the Secretary or entered on the records of the meeting.
Section 5 – Quorum.
The presence, in person, of at least thirty percent (30%) of the members entitled to vote at the meeting shall constitute a quorum for the transaction of business. In the absence of a quorum, those present in person or proxy may adjourn to such day at they shall, by majority vote, agree upon, and a notice of such adjournment shall, be mailed to each member entitled to vote at least seven (7) days before such adjourned meeting. The members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the with drawl of enough members to leave less than a quorum.
Section 6 – Voting Rights.
Every member of record at the date fixed for the determination of the persons entitled to vote at the meeting of the members, or, if no date has been fixed, then at the date of the meeting, shall be entitled at such meeting to one vote.
Section 7 – Proxies.
A shareholder may case his vote in person or through proxy. The appointment of a proxy shall be in writing, filed with the Secretary at or before the meeting. The authority of a proxy, if not coupled with an interest, may be terminated at will. Unless otherwise provided, in the appointment, the proxy’s authority will cease two (2) months after the appointment.
Section 8 – Informal Action by Members.
Any action required to be taken at a meeting of the members, or any other action which maybe taken at the meeting of the members, may be taken without a meeting if a consent in writing, settling forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof. Such action shall be effective on the date on which the last signature is placed on such writing or writings, or such earlier effective date as is set forth therein.
Section 9 – Overriding of Directors.
Any action of the Directors except for a By-Law change may be overridden by a majority vote of the members entitled to vote at any regular or special meeting of the members of notice of the proposed subject matter for the vote be contained in the notice of the meeting.
ARTICLE IV. BOARD OF DIRECTORS
Section 1 – Number – Qualifications.
The business of the corporation shall be managed by a board of seven directors. Six directors shall be elected by the members and one annually by the Board of Directors. Directors must be members in good standing of the corporation.
Section 2 – Term.
- The six directors elected by the members shall serve staggered terms of three years subject, however, that during the directors first term the term may be shorter by vote of the members in order that the terms of all directors be staggered so that not more than two directors be elected each year to terms that will expire the same year. Each director shall hold office until his or her successor shall have been elected and qualified. The director’s term shall not commence until the conclusion of the meeting at which the director was elected.
- The term of the director to be elected by the Board of Directors annually shall be one year. In the event the Board of Directors fail for a period of 75 days or more to duly elect such director, then the director shall be elected by a vote of the members.
Section 3 – Regular Meetings.
A regular annual meeting of the Board of Directors for the election of officers and the transaction of any other business shall be held without notice, immediately after, and at the same place as, the annual meeting of members. The Board of Directors may provide by resolution the time and place, either within or without the State of Minnesota for holding of additional regular meetings of the Board without other notice than such resolution.
Section 4 – Special Meetings.
Special meetings of the Board of Directors may be called for any purpose or purposes, at any time, by the President, Vice-President or any member of the Board. It shall be the duty of the officer or member of the Board calling the meeting to cause notice of not less than one day to be given to the other members of the Board. Any director may waive notice of any meeting.
Section 5 – Quorum.
A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board. The acts of a majority of Directors present at a meeting at which a quorum is present, shall be the acts of the Board of Directors.
Section 6 – Action in Writing.
Any action which could be taken at a meeting of the Board of Directors may be taken without a meeting if done in writing signed by all Directors.
Section 7 – Vacancies.
Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number 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 8 – Compensation of Directors.
Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors may be allowed their expenses for attendance at meetings of the Board. Nothing herein contained shall be construed to preclude any director from serving in any other capacity of the corporation and receiving compensation therefor.
Section 9 – Indemnification of Directors and Officers.
Each Director or officer of the corporation, whether or not then in office, shall be indemnified against reasonable costs and expenses (including counsel fees) incurred by him in connection with any action, suit or proceeding to which he may be a party by reason of his being or having been a Director, or officer of the corporation, except in relation to matters as to which he may be finally adjudged in such action, suit or proceeding to have been derelict in the performance of his duties such as Director or officer; and that the foregoing right of indemnification shall not be exclusive of other rights to which he shall be entitled as a matter of law.
Section 10 – Removal of Directors.
The entire Board of Directors or any individual Director may be removed from office, with or without cause, by vote of the majority of the members present at a meeting of the members. Neither a Director nor the entire Board shall be removed from the office unless the notice of the annual or special meeting at which removal is to be considered states such purpose. When the Board or anyone or more of the Directors be so removed, new Directors may be elected by the members at the same meeting.
Section 11 – Duties of Directors.
In addition to those duties normally performed by the Directors, the Board shall have the power to determine the policies of the corporation and to direct and set the corporation’s entertainment, budgets and program.
ARTICLE V. OFFICERS
Section 1 – Election – Term – Qualifications.
The officers of the corporations hall be a President, a Secretary and a Treasurer, and, if the Board of Directors so elects, one or more Vice Presidents, an such other officers as the Board of Directors may from time to time designate. The Board of Directors shall elect such officers annually at the regular annual meeting of the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Vice President, and the officers of President and Secretary. All officers must be members in good standing of the corporation.
Section 2 – Authority – Duties.
- PRESIDENT – The President shall be the chief executive officer of the corporation. He shall preside at Board of Directors and membership meetings. He has authority to act for the corporation in connection with the ordinary business transaction of the corporation. He shall perform such other duties as may be determined from time to time by the Board of Directors.
- VICE PRESIDENT – The absence of the President or in the event of his or her own death, inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors) shall perform the duties of the President, and when so acting, shall have all the powers of an be subject to all restrictions upon the President. Each Vice President shall have such powers and shall perform such duties as from time to time maybe assigned to him or her by the President or by the Board of Directors.
- SECRETARY – The Secretary shall attend all meetings of the members, the Board of Directors and any committee thereof, and keep the minutes of such meetings, give notices, prepare any necessary certified copies of corporate records, and perform such other duties as may be determined from time to time by the Board of Directors.
- TREASURER – The Treasurer shall have charge of the corporate treasury, receiving and keeping the monies of the corporation, and disbursing corporate funds as authorized. The Treasurer shall perform such other duties as may be determined from time to time by the Board of Directors.
ARTICLE VI. COMMITTEES
Section 1 – Executive Committee.
The Board of Directors may designate two or more of its members to constitute an Executive Committee. The President of the corporation shall be a member of the Executive Committee. To the extent determined by the Board, the Executive Committee has the authority of the Board in the management of the business of the corporation.
The Executive Committee shall not only act in the interval between meetings of the Board, and at all times is subject to the control and direction of the Board.
Section 2 – Other Committees.
Committees may be authorized from time to time by the Board of Directors to serve at the pleasure of the Board of Directors. The chairman of such a committee shall be appointed by the Board of Directors, but the chairman of such committee may appoint or remove other members thereof on sub-committees and name their chairman. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
ARTICLE VII. ELECTIONS
Section 1 – Record Date.
The Board of Directors may establish a record date to determine the names of all members in good standing which record date shall be such date which is sixty (60) days prior to the annual membership meeting, and the establishment of such record date shall determine those members who are entitled to vote at the immediately ensuring annual membership meeting.
Section 2 – Nominations.
Nominations of candidates for election to the Board of Directors shall be made by members from the floor of the annual meeting.
Section 3 – Voting.
Each member in good standing as of the record date may vote for as many candidates as there are vacancies on the Board of Directors to be filled. All votes shall be cast in person, and not by proxy; unless there be no contest the voting shall be by closed ballot. Al plurality of the votes cast shall be necessary to elect. The president shall appoint two tellers of the elections, whose duty it shall be to tabulate the ballots cast.
ARTICLE VIII. MEMBERSHIP FEES
Annual membership fees of this corporation, if any, shall be as established by vote of the members.
ARTICLE IX. FISCAL YEAR
The fiscal year of the corporation shall commence on January 1, and end on the last day of December next following.
ARTICLE X. CORPORATE SEAL
The corporation shall not have a corporate seal.
ARTICLE XI. AMENDMENTS
These By-Laws may be amended, altered, added to or repealed by the affirmative vote of a majority of the members at any regular or special meeting of the members if notice of the proposed amendment, alteration, addition or repeal be contained in the notice of the meeting, or by the affirmative vote of a majority of the Board of Directors if the amendment, alteration, addition or repeal be proposed at a regular or special meeting of the Board and adopted at a subsequent regular meeting; provided, however, that the Board of Directors shall not make or alter any By-Law, fixing the number, qualifications, classification or term of the office of Directors and provided further, however, that any By-Laws made by the affirmative vote of a majority of the Board of Directors as provided here may be amended, altered, added to or repealed by the affirmative vote of a majority of the members at any regular or special meeting of the members; also provided that no change of the date for the annual meeting of members shall be made within thirty (30) days before the day on which such meeting is to be held, unless consented to in writing, or by a resolution adopted at a meeting, by sixty (60%) percent of all members entitled to vote at the annual meeting.
Effective: July 1, 1997
Judging & Showing
Under Construction
Mission Statement
Founded in 1979, the Minnesota Arabian Horse Breeders, Inc. is a mix of talented, dedicated people who come together for the purpose of:
* Promoting the beauty, intelligence and versatility of the Arabian breed.
* Enhancing the Medallion Stallion Futurity program recognition therefore increasing value of eligible stallions and offspring.
* Provide fundraising opportunity for charitable organizations.
MAHB, Inc. has produced the richest and longest running amateur only futurity program in the world. Our success has been built from our continued commitment to integrity, passion, competitiveness and spirit.
It is the continuing intent of MAHB, inc. to be the most recognized and most amateur only program in the nation.