ARTICLE I. NAME

The legal name of this organization shall be known as the Great Lakes Arabian Horse Association. 

ARTICLE II.  PURPOSE

An organization composed of interested individuals to promote an interest in Arabian horses in Upper Michigan, to hold shows, to have clinics, and to have competitions and endurance riding, The corporation will operate exclusively for the purposes as set forth herein and shall be of a social, educational and community, non-profit basis, of which no part of the net earnings shall inure to the benefit of any corporate member or individual.  To accept, hold, invest, reinvest, and administer any gifts, bequests, devisees, benefits, or trusts (but not to act as trustee of any trust), and property of any kind and nature, without limitation as to the amount or value, and to use, disburse or donate the income thereof for educational and charitable purposes.  To donate or give the income or interest from property of the corporation outright to other organizations or associations, provided that such organizations and associations be organized and operated exclusively for educational, religious, or charitable purposes.  The corporation shall have the power to acquire real and personal property by purchase, gift, devise or bequest, and to hold, lease, own, accept and dispose of the same for the particular objects of the corporations; and to take such further actions as shall be necessary and appropriate for the corporation and within the purposes set forth herein.  The powers and purposes of the corporation as organized shall be confined to those which are allowable under Section 501 of the Internal Revenue Code of 1954, as amended, or any successor section thereof.  In addition to the foregoing, the corporation shall have powers that may be lawful for non-profit corporations under the laws of the State of Michigan and shall be limited in all respects to the activities in furtherance of exempt purposes within the scope of Section 501 of the Internal Revenue Code of 1954, as amended.  In the event of dissolution, all assets, real and personal, shall be distributed to such organizations as are qualified as tax exempt under Section 501 of the Internal Revenue Code or the corresponding provisions of a future United States Internal Revenue Law. 

ARTICLE III.  MEMBERSHIP

Section 1:  Qualifications

Membership shall be open to all interested individuals residing in the Upper Peninsula area. 

Section 2:  Voting

Every member in good standing is entitled to one vote on each matter submitted to a vote, unless otherwise provided in the Articles of Incorporation.  A vote may be cast either orally or in writing.  Only paid members shall be able to nominate and cast ballots in elections. 

Section 3:  Rights

Every member shall have the right to participate in all corporate activities.  Members shall receive newsletters and be informed of all corporate activities. 

Section 4:  Expulsion

Any member which shall fail to pay dues or any properly levied assessment or which shall engage in activities which jeopardize the tax-exempt status of the Corporation, shall be expelled from membership or have such other actions taken against him as the Corporate Board of Directors, in its discretion, determines to be reasonable necessary. 

Section 5:  Dues

There shall be an annual dues for membership in the Corporation, the amount of said dues to be determined at such time as specified by the majority of the membes.  Annual dues for active members shall be payable at the first meeting of the Corporation in each fiscal year.  New members shall pay dues for the current fiscal year upon admittance to membership. 

ARTICLE IV:  BOARD OF DIRECTORS

Section 1:  Number and Selection

The business and affairs of the Corporation shall be managed by its Board of Directors.  The number of Directors of the Corporation shall be seven (7).  Each director shall hold office for the term for which he is elected and until his successor shall have been elected and qualified or until his resignation or removal. 

Section 2:  Term of Office

Election to the Board of Directors shall be made yearly at the annual meeting held in February of each year.  Each Director shall be elected for a term of one year.  Any vacancy shall be filled by the Board of Directors for the unexpired term. 

Section 4:  Powers

The Board of Directors shall have all the usual powers of directors of a business organization and the immediate government and direction of the affairs of the Corporation.  It shall make all rules and regulations which it deems necessary or proper for the government of the Corporation, the orderly conduct of its affairs, and the management of its property, not inconsistent with the Articles of Incorporation and the terms of the provisions of Section 501(c) (3) of the Internal Revenue Code of 1954, as amended, or any successor section thereof. 

Section 5:  Protection of Directors

No personal contribution shall be required by the directors of the Corporation.  Except as required by law, there shall be no personal liability on the part of directors of the Corporation and the Corporation shall indemnify such directors as provided by the By-Laws. 

ARTICLE V:  OFFICERS

Section 1:  Number

The officers shall be President, Vice President, Secretary and Treasurer.  These officers shall assume their duties upon election.  They shall be elected by the Board of Directors at the annual meeting for a term of one year and until their successors are duly elected and qualified.  Any vacancy in office during a term shall be filled by the Board of Directors. 

Section 2:  President

The duties of the President of the corporation shall be to direct the overall operation of the organization.  The President shall appoint special committees, as required, and shall represent the corporation before the public, either personally or through delegates, and shall have and perform such further duties as may be delegated to him/her by the Board of Directors. 

Section 3: Vice President

The duties of the Vice President of the corporation shall be to perform all of the duties of the President of the corporation in the event of his/her absence or inability for any reason to perform said duties.  The Vice President shall perform such further duties as may be delegated to him/her by the Board of Directors.

Section 4:  Secretary

The duties of the Secretary of the Corporation shall be to provide minutes of the meetings of the Corporation and handle all correspondence.  The Secretary shall perform such further duties as may be delegated to him/her by the Board of Directors.

Section 5:  Treasurer

The duties of the Treasurer of the corporation shall be to maintain the checking account for the Corporation. The Treasurer shall be authorized to sign all checks on behalf of the Corporation.  All accounts payable over $500.00   shall require approval of the Board of Directors. 

Section 6:  Other Officers

The Board of Directors shall have the power to direct such subordinate officers, employees, or agents, as may be necessary, in their judgment, for the conduct of the business of the Corporation and designate their title and compensation, if any.

Section 7:  Responsibilities

The officers and members of the Board of Directors of the Corporation shall use their best efforts to carry out in good faith the purposes and exercise the powers expressed in the By-Laws of the Corporation in such manner as to further the aims and purposes of the Corporation, not inconsistent with the Articles of Incorporation and the terms and provisions of Sections 501 (c) (3) of the Internal Revenue Code of 1954, as amended, or any successor section thereof. 

ARTICLE VI.  MEETINGS

Section 1:  Annual Meeting

An annual meeting of the members shall be held in February of each year to elect the Board of Directors and transact such other business as may be necessary.  Other meetings shall be called at the discretion of the Board of Directors.

At the annual meeting of the Corporation, the President shall give a report of all material matters, financial and otherwise, of the Corporation for the preceding year.

Section 2: Special Meetings

Special meetings of the members may be called by the Board of Directors as the deem necessary.

Section 3:  Notice of Meeting

Written notice of the time, place and purpose of any members’ meeting shall be given to each member, either personally or by mail, not less than five (5) days nor more than sixty (60) days before the meeting.  If mailed, notice shall be deemed given by depositing the same in a post office box, postage prepaid, and addressed to the last-known address of such member.

Such notice of meeting shall state the time and place where such meeting shall be held, and shall briefly set forth the matters to be considered; except that the failure to set forth the matters to be considered shall not affect in any way the consideration of such matter at the meeting unless objected to by the majority of members present at such meeting. 

Notice of any meeting may be waived by any member in writing.  Attendance at any meeting shall constitute a waiver of notice.

Section 4:  Quorum

A majority of the members of the Board then in office, or of the members of a committee thereof, constitutes a quorum for the transaction of business.  The vote of the majority of members present at a meeting at which a quorum is present constitutes the action of the Board or of the committee.

ARTICLE VII.  COMMITTEES

Section 1:  Committees

The President shall appoint, with the approval of the Board of Directors, such special committees as may be required, from time to time, to assist the Board, such as: nominating committee, budget committee, show committee, distance riding committee, clinic committee, newsletter committee, promotion committee, and membership committee.

ARTICLE VIII.  REPORTS

Section 1:  Reports

The President shall present an annual report to the Corporation Board of Directors and to members, reviewing the year.  This annual report shall include a financial report prepared by the Treasurer which shall be transmitted by the Secretary to the Board of Directors and any members of the Corporation that shall request a copy. 

Additional financial reports shall be made available to the members of the Board of Directors or other legally entitled entity in such form and at such times as may be requested.

ARTICLE IX.  GIFTS

Section 1:  Donations

The Board of Directors of the Corporation is empowered to accept donations of money, personal property, or real estate by way of gift, devise, bequest, or otherwise hold title thereto for the benefit and purpose of the Corporation, and to use said property in accordance with the terms of the deed, gift, devise, or bequest of such property, if any, and otherwise the same shall be used in a manner not inconsistent with the purposes of the Corporation and as a majority of the Board of Directors shall direct; except that the same shall be consistent in all respects with the stated purposes of the Corporation as set forth in Article II of the Articles of Incorporation.

Section 2:  Expenditures

All funds, monies and other property or income from property of the Corporation shall be expended for such purposes as are described in the Articles of Incorporation, and as authorized by the Board of Directors.  The Board shall authorize payment of expenses and such incidental expenses as may, from time to time, become necessary.  Such money shall be drawn out only by checks signed by the Treasurer which may also be countersigned by the   n/a  or other designated officer or person. 

ARTICLE X.  AMENDMENTS

Section 1.  Amendments

These By-Laws may be amend by a majority of those present at any regular or special meeting of the voting membership, but no amendment shall be in order at any meeting unless written notice of the proposed amendment is included in the notice of meeting as provided in Article VI, Section 3, of these By-Laws.

ARTICLE XI.  COMPENSATION OF DIRECTORS AND OFFICERS

Members of the Board of Directors and officers of the Corporation shall not receive compensation for the performance of their duties in behalf of the Corporation; except that such Directors and officers may be reimbursed for actual expenses incurred in behalf of the Corporation upon approval by a majority of the members of the Board of Directors present at any regular or special meeting. 

ARTICLE XII.  REMOVAL OF DIRECTORS AND OFFICERS

A Director may be removed, with or without cause, by vote of a majority of the members entitled to vote at an election of Directors.  An officer may be removed, with or without cause, by a vote of the majority of the Board of Directors entitled to vote.

ARTICLE XIII.  ACTION WITHOUT MEETING

The Board of Directors may take any action required or permitted to be taken without meeting, if before such action is taken, all members of the Board of Directors consent thereto in writing.  The written consents shall be filed with the minutes of the proceedings of the Board of Directors, and shall have the same effect as a vote of the Board of Directors at a properly called and noticed regular or special meeting.

ARTICLE XIV.  INDEMNIFICATION

Each Director and Officer of the Corporation shall discharge the duties of his position in good faith and with that degree of diligence, care, and skill which an ordinary prudent man would exercise under similar circumstances in a like position. 

The Corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, completed, or pending action, suit or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the Corporation, by reason of the fact that he is or was a Director, Officer, Employee, or agent of the Corporation against expenses, including reasonable attorney’s fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if he acted in good faith and in a manner he reasonably believed to be in and not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, that there is no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create an assumption that the person did not act in good faith and in a manner which he reasonably believed to be in and not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

The Corporation shall have the power to indemnify any person who was or is a party to or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a Director, Officer, employee, or agent of the Corporation, against expenses, including reasonable attorney’s fees actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in and not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been judged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the Court in which action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such Court shall deem proper. 

To the extent that a Director, officer, employee, or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding, or in defense of any claim, issue, or matter herein, he shall be indemnified against expenses, including reasonable attorney’s fees, actually and reasonably incurred by him in connection therewith.  Any indemnification hereunder shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee, or agent is proper in the circumstances because has met the applicable standards of conduct set forth herein,.  Such determination shall be made either by the Board of Directors by majority vote of the Board of Directors, consisting of directors who were not parties to said action, suit, or proceeding; and if a majority of disinterested members of the Board of Directors is not obtainable, or if directed by a majority of disinterested members of the Board of Directors, by independent legal counsel in a written opinion.  The liability of the Corporation for indemnification hereunder shall be limited by the financial ability of the Corporation to provide such indemnification, and such financial ability shall be considered by the Board of Directors or independent legal counsel determining indemnification as hereinbefore provided.

Expense incurred in defending a civil or criminal action, suit, or proceeding as hereinbefore described may be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding as authorized in the same manner as indemnification upon receipt of an undertaking by or on behalf of the director, officer, employee, or agent to repay such amount unless it shall ultimately be determined that he is entitled to indemnification by the Corporation.

The indemnification provided herein continues as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of his heirs, executors, and administrators.  The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such.   

ARTICLE XV.  DISSOLUTION

The Board of Directors may, by unanimous vote, direct that the Corporation be liquidated or dissolved, and in such case, said liquidation or dissolution shall be governed by the terms and provisions of Article VII of the Articles of Incorporation.  Liquidation and dissolution may also occur as provided by the laws of the United States and State of Michigan, and in such event, such liquidation and dissolution shall be governed by the terms and provisions of Article VII of the Articles of Incorporation.  In no event upon dissolution shall the funds inure to the benefit of the private members.  Any funds remaining shall be donated to and organization of like purposes qualified uner Section 501 (c) (3) of the Internal Revenue Code of 1954, as amended, or any successor section thereof.