Revised February 2016
The permanent office of the Northwest Saddlebred Association, (herein called NWSA), shall be located in the state of Oregon. NWSA may have such offices, either within or without the state of Oregon, as the Board of Directors may designate or as the business of NWSA may require from time to time.
The NWSA is a 501 (c)3 corporation whose purpose is to educate the general public in the Pacific Northwest on the versatility of the American Saddlebred horse, the breed’s historical significance and to encourage its the breeding, training, use, and exhibition. This is to be accomplished through, but not limited to: an annual horse show, the NWSA Youth Group, the NWSA Futurity, and educational projects throughout the year.
Membership shall be open to all persons interested in the promotion, development, protection of the American Saddlebred Horse as a breed and who pay the annual membership fee. NWSA shall have (5) categories of membership. The designation of such and the qualifications and rights of the members of each class shall be as follows:
Senior members shall be 18 years of age or older and shall be entitled to one vote either in person or by proxy on each matter submitted to a vote of members. Senior members shall be eligible for the Board of Directors.
Junior membership shall be open to those 17 years of age or younger. Junior members shall not be eligible for the Board of Directors or voting privileges.
Families (defined as parents and their children 17 years of age and younger) are eligible to vote either in person or by proxy on each matter submitted to a vote of members. Names of the voting members of the family shall be submitted to NWSA together with the membership application and annual dues for the family. All names and ages of the family must be stated on the Annual Membership Renewal Form. Voting members of a family shall be eligible for the Board of Directors.
Upon joining the Association, a stable may have two voting representatives, 18 years of age or older, and will be entitled to two votes either in person or by proxy on each matter submitted to a vote of members. A stable shall have no more than two individuals under a single membership and shall submit the names of its voting representatives together with a membership application and its annual dues. Voting representatives of the stable shall be eligible for the Board of Directors.
Life membership may be chosen under any of the above categories, with the exception of Junior Membership. It will include all privileges of the category chosen. A Life Membership may be purchased from the Association by paying ten times the fee for the current category chosen.
Those eligible to vote at membership meeting must be present at the meetings, except that absentee or proxy ballots will be acceptable upon written request to the Secretary. Absentee or proxy ballots may be used only with reference to the issues raised and publicized in advance of a meeting.
The Annual Meeting of the members shall be held at such time during the first quarter of the calendar year as is set by the Board of Directors for the purpose of electing Directors and conducting such other business as may properly come before the meeting. Those persons eligible to vote who are present at any Annual Meeting shall constitute a quorum.
Special meetings of the members may be called by the President, by three members of the Board of Directors, or by petition of one-third of those eligible to vote at a membership meeting. Written notice stating the place, date, and hour of the meeting, and the purpose for which the meeting is called, shall be mailed or delivered to each person eligible to vote not less than 10 days and no more than 30 days prior to the date of the Special Meeting. Those persons eligible to vote that are present at any Special Meeting shall constitute a quorum at the meeting.
The business affairs of the Association shall be managed by the Board of Directors of 9 persons, who shall be elected to serve three-year terms, plus the Futurity Secretary, who shall be appointed by the NWSA Futurity. The Board of Directors of the NWSA shall at all times conduct its business in a manner consistent with the NWSA’s 501 (c)3 status and all applicable IRS regulations.
No member of the NWSA Board of Directors may enter into any ongoing contractual agreement for any purpose without the knowledge and consent of the Board which shall be recorded in the minutes. In any event, no contractual obligation agreed to by the Board of Directors may extend beyond a one year period.
Terms of office of Directors shall be staggered so that the terms of no more than three Directors expire in any one year. Directors shall be elected from among persons 18 years of age or older who are Senior Members or who voting representatives of Family or Stable Memberships, all who have attended Board Meetings and have shown an interest in the workings of the Association.
The Board of Directors shall meet a minimum of 8 times per year. Additional meetings may be called when necessary. All Board members shall have their position assignment by the February meeting. Only members of the Board of Directors shall be eligible to vote at Board meetings. Six Directors shall be a quorum. A two-thirds vote of the Directors present shall constitute approval or disapproval. Absentee or proxy ballots will be acceptable upon written request to the Secretary. They may be used only with reference to issues raised and publicized in advance of a meeting. Board members are expected to attend all NWSA functions.
At least two months before the Annual Meeting of the voting members, the Board of Directors shall choose a minimum of 3 members from the membership to invite to stand for nominations to the Board at the Annual Meeting. Chosen members will be notified by a designated member of the nominating committee, and will accept or reject the nomination within 4 weeks from the date of the offer. Those who accept the nomination shall be on the official slate at the Annual Convention. Nominations may also be made from the floor of the Annual Membership Meeting provided that any person so nominated indicates their willingness to serve if elected.
A Member of the Board of Directors who misses more than 3 Board Meetings in any one year or who does not perform the duties of their position, shall forfeit their seat on the Board.
Any vacancy from the Board caused by resignation will be filled by a two-thirds vote of the Board of Directors at the following meeting. Exception: the position does not need to be filled if the unexpired term is two months or less.
In order that members may be informed of NWSA Board’s activities, the approved minutes of the NWSA Board of Director’s meetings shall be posted on the NWSA website within two weeks of each Board Meeting.
The Officers of the Association shall be President, Vice President, Secretary, and Treasurer. Officers shall be elected by a two-thirds majority vote by secret ballot, of the Board of Directors from its members at the November meeting. In the case of a Director coming to the end of his/her term, he/she may be elected to an office providing he/she indicates a willingness to be a nominee. The Directors may, at their discretion, re-appoint him/her to the Board of Directors for a new 3-year term.
The President shall preside at all meetings of the Association. With the approval of the Board of Directors, the President shall appoint all chairpersons provided for in the Bylaws and such other chairpersons as the Board of Directors may create. The President shall be an ex-officio member of all committees and shall perform such other duties as are set forth in these Bylaws, or as the Board of Directors shall determine.
The Vice President shall perform duties of the President in the event of his/her absence or inability to act. He/she will also perform such other duties as the President may delegate.
The Secretary shall conduct such correspondence of the Association as may be directed by the President of the Board of Directors and shall send a notice of Board Meetings to all Board Members with an agenda 10 days prior to the Board Meeting. The Secretary shall record all minutes of meetings of the Association and of the Board of Directors and mail promptly to all members. The Secretary will contain and preserve the records of the Association, and receive all mail for distribution to the proper individual or chairperson.
The Treasurer will have the care and custody of, and be responsible for the funds of the Association. He/she shall be responsible for the deposit of the funds of the Association in such banks or places of deposit as the Board of Directors may designate, keep proper books of account, promptly pay bills, show disposition of all funds, and make a full report in writing as to the financial position of the Association at the Annual Membership Meeting. The Treasurer shall also present a tentative budget for the year to the Board at the February meeting.
The Board of Directors may authorize Standing or Ad Hoc Committees as needed for proper conduct of NWSA business. Authorization will require a two-thirds vote of the Board. The President shall appoint chairpersons of such Committees.
All Chairpersons shall report on their projects prior to and following the completion of each project. The chairperson of each committee shall present a budget to the Board for approval before the project may commence. Each committee is responsible for notifying and keeping the membership informed about their project.
The Nominating Committee shall select nominees for each vacancy on the Board of Directors. The Nominating Committee shall present the slate of nominees to the Board for its approval. The Nominating Committee shall consist of 3 members, one of whom shall be selected by the membership at the Annual Meeting, one of whom shall be selected by the Board of Directors, and a chairman who shall be appointed by the President. The members of the Nominating Committee shall serve until the next Annual Meeting. Any vacancies on the Nominating Committee shall be filled by the Board of Directors.
The Nominating Committee shall select a slate of 3 or more candidates (a sufficient number to fill any vacant positions on the Board). Upon approval by the Board, the slate of candidates shall be processed as described in Article IV, Section C.
Members of the Convention Committee shall be approved by the Board. The chairperson shall be selected by the President and may be any member of the Association. Membership of the committee will vary from year to year at least in part because the convention venue alternates between Oregon and Washington states. The Chairman of the Silver Circuit awards shall be a member of the Convention Committee. The Convention Committee will organize the annual convention and banquet, any fundraising to be done at the convention, and work with the Silver Circuit Chairperson as to the presentation of the Silver Circuit Awards.
The Annual Fall Classic Horse Show shall have a Manager or Chairperson approved by the Board of Directors. The Manager/Chairperson will sign a contract with the Board of Directors which will indicate his/her duties, and the responsibilities, and compensation, if any. The Manager/Chairperson may request committees for those duties which are not incorporated into his/her contract. The horse show shall have a separate account from the general treasury of the Association (Fall Classic Account). All horse show money will be deposited in this account and all horse show expenses will be paid from these funds. The Manager/Chairperson will present an accounting to the Board of Directors each year at the October meeting.
The NWSA Futurity shall be comprised of an Open Futurity and an Amateur Futurity. Futurity membership shall consist of all NWSA members who have nominated horses to either Futurity within the previous three (3) years. Futurity officers shall consist of no less than a Chairperson, Treasurer, and Futurity Secretary to be elected by the Futurity Membership at the annual meeting. Those eligible for the post of Chairperson, Treasurer, Futurity Secretary, Board Representative, and Futurity Members must be members of the NWSA. The Futurity shall select a representative to sit on the Board of Directors of the NWSA as a voting member.
The Futurity nomination funds shall be held in separate accounts for the Open and Amateur Futurity payouts at the annual Fall Classic and Futurity Horse Show. An additional account, for the purpose of promotion of the Futurity only, will be maintained. This will be funded by projects put on the Futurity, and the Association as approved by the Board of Directors.
The NWSA Youth Group shall have an adult Youth Advisor drawn from the NWSA Board of Directors and a Youth President to be elected by the Youth Group membership at the NWSA Annual Convention. All NWSA members under the age of 18 as of December 1 of the year shall be eligible to participate in the Youth Group. The Youth Group shall maintain its monies in a separate bank account from the general NWSA accounts. Fundraising activities by the Youth Group will serve to support its activities consistent with the purpose of the NWSA. The Youth Advisor shall periodically report to the Board of Directors on Youth activities, proposed activities, and amounts budgeted to support those activities which shall be agreed upon by the NWSA Board of Directors.
The Association will tabulate and present awards at its annual meeting in accordance with Silver Circuit regulations governing presentations of such awards. The Silver Circuit High Point Chairperson and Committee will set up and supervise the presentation of the awards at the annual convention.
In the event of dissolution of this Association, any assets that have been accumulated by the association shall be disposed of to one or more organizations exempt within the meaning of Section 501(c)(3) of Internal Revenue Code that share the purposes of this Association. If necessary, distribution may be made to one or more other nonprofit funds, foundations or corporations which have established tax-exempt status under Section 501(c)(3) of the Internal Revenue Code. Distribution of assets will be determined by the NWSA Board of Directors.
The Board of Directors shall have the power to make Bylaws not inconsistent with the law or Articles of Incorporation of the Association and shall have the power to alter, amend or repeal the same. The Bylaws may also be amended by a two-thirds majority vote at any meeting of the membership, provided written notice, including the text or proposed amendment, shall be given to all members at least 30 days preceding said meeting.
All meetings of the membership of the Association, of the Board of Directors, and of committees shall be governed by Roberts Rules of Order unless the provisions of ORS Chapter 65 provide otherwise