The Area 26 directors
The Area 26 directors
NCHA Director since 2016
Will serve until Director Election 2019
Focus: Secretaries and European Championship
Languages: Luxembourgish, German, French and English
Section One. The Board of Directors shall have the power and authority to make, amend, repeal and enforce such rules and regulations, not contrary to law, or this Constitution and Bylaws, as they deem necessary concerning the conduct, management and activities of the Association, the admission, classification, qualification, supervision and expulsion of members, removal of officers, the rules and regulations setting the procedure of such suspen- sion, expulsion or removal, the fixing and collecting of dues and fees, the expenditure of money, the auditing of books and records, the conducting of shows, contests and exhibitions and other details relating to the general purposes of the Association, subject to approval, revision or amendment by the members at any regular or special meeting of the members called in ac- cordance with this Constitution and Bylaws.
Section Two. The Board of Directors of the Association shall consist of one director for every seventy-five members in good standing of the Asso- ciation in a Director District as outlined below. The Board of Directors shall include the President, President-Elect, Vice President of the Association and members of the Executive Committee. In addition, subject to the provisions herein regarding removal of Directors, all past Presidents of the Association shall be lifetime “Life Directors” and shall continue to possess full voting privileges. The Executive Director shall be an ex officio non-voting member of the Board of Directors.
Section Three. The Board of Directors shall be elected in the following manner:
(a) By September 30 of the year prior to the annual meeting of the mem- bers, the Executive Director shall cause to be determined the identity and total number of all members in good standing of the Association and categorize the membership into geographical areas (Director Dis- tricts) based upon each member’s state or country of residence. Except as set out below, each state shall be considered one separate Director District; Western Canada, Central Canada and Eastern Canada shall each be considered one separate Director District; and all other foreign countries shall each be considered one separate Director District. Any state with less than seventy-five members in good standing shall be combined with another state(s) in geographical proximity thereto to make up one Director District. Establishment of all Director Districts shall be by or at the direction of the Executive Director, with the ap- proval of the Executive Committee. Any state, section of Canada or other foreign country having at least seventy-five members in good standing shall constitute its own Director District and not be combined with any other state, section of Canada or other foreign country. Any state, section of Canada or other foreign country which constitutes a Director District may request of the Association that it be divided into two Director Districts at any time after such state, section of Canada or other foreign country has 1,500 or more members in good standing, and may request of the Association that it be divided into three Direc- tor Districts at any time such state, section of Canada or other foreign country has 3,000 or more members in good standing. Such a request shall be in writing and must be signed by a majority of the Directors within said state, section of Canada or other foreign country. Such request shall include proposed boundary lines for each new Director District. Said boundary lines shall be drawn so that each new Director District shall contain approximately an equal number of members. In no event may any state, section of Canada or other foreign country be divided into more than four Director Districts.
(b) Not later than December 20 prior to the annual meeting of the mem- bers, the Executive Director shall cause to be published Director Con- sent Forms in the Cutting Horse Chatter. The Director Consent Form shall contain an explanation of the eligibility requirements and com- mitments for service on the Board of Directors which shall include, but not be limited to, the following:
- (i) membership in the Association in good standing for a minimum of three years;
- (ii) attainment of at least twenty-one years of age;
- (iii) agreement to attend Directors’ meetings as set forth herein;
- (iv) permanent or primary residence in the Director District the memberseeks to represent, which shall be determined by the address used by such member for governmental election voting purposes, or, if such member is not registered to vote, by the address used by such member in the member’s most recent federal income tax return; and
- (v) absence of any felony convictions on record.
Any member in good standing who meets the above eligibility require-
ments, including any incumbent Director eligible for re-election, and is will- ing to make the commitments necessary to serve on the Board of Directors if elected shall so indicate on the Director Consent Form and return same via U.S. mail to the Executive Director or his designee by January 15 in order to be eligible for election to the Board of Directors. Any incumbent Director who does not return a Director Consent Form in a timely manner shall not be eligible for re-election. The Executive Director shall cause to be tabulated all Director Consent Forms, and those persons meeting said requirements and indicating assent to the commitments necessary to serve on the Board of Directors shall be categorized according to their respective Director Districts. Any questions regarding whether a member meets such eligibility requirements shall be resolved conclusively by the President, in the President’s sole discretion. Any incumbent director who has two or more unexcused absences from regular meetings of the Board of Directors shall be ineligible to run for Director for the next term.
(c) The Executive Director shall cause to be determined the number of Directors to be elected from each Director District on the basis of
one Director for every seventy-five members (or fraction thereof) within said Director District. Each Director District shall be entitled to be represented by at least one Director, and a Director District whose membership exceeds seventy-five members and totals a num- ber that is not equally divisible by seventy-five, shall be entitled to an additional Director if its membership totals at least thirty-eight members more than a number divisible by seventy-five. By March 1, the Executive Director shall cause a Director Election Ballot to be sent via email (and/or by U.S. mail) to each member as outlined in Article II, Section Five, as determined pursuant to paragraph (a) of this Section Three, listing the names of all persons in said member’s Director District from whom a properly completed Director Consent Form has been received in a timely manner; provided, however, if the number of Director Consent Forms timely received from eli- gible members resident in a particular Director District is less than or equal to the number of Directors to be elected from such Direc- tor District, any member resident in such Director District who has timely submitted a properly completed Director Consent Form shall be deemed to be elected as a Director representing such Director District, and it shall not be necessary to submit Director Election Ballots to the members in such Director District.
(d) Not less than sixty days prior to the annual meeting of the members, the Executive Committee shall obtain the voting results as tabulated by the voting entity placed in a timely manner by the members of the Association. Those nominees within each Director District re- ceiving the greatest number of votes shall be deemed elected to the Board of Directors effective as of the commencement of the next annual meeting of the Board of Directors. For example, in a Director District entitled to two Directors, the two out of six nominees on the ballot receiving the largest number of votes will be elected as Direc- tors. Any incumbent Director who does not return a Director Con- sent Form in a timely manner shall not be eligible for re-election. In the event a tally of all ballots received from a particular Director District results in two or more nominees within said Director Dis- trict tying for the last available Director’s position, the tie vote shall be resolved as follows:
- (i) A runoff ballot shall be prepared as soon as possible after the tie vote has been determined listing the names of those nominees who received an equal number of votes. The runoff ballots shall be dis- tributed online (and/or by U.S. Mail) as outlined in Article II, Sec- tion Five to the membership of the Director District involved and each member within said Director District shall be requested to indi- cate his or her choice from among the two or more nominees listed. All runoff election ballots shall be tabulated online or returned via U.S. mail to the tabulation voting entity designated by the Executive Committee within the time period that shall be prescribed in such runoff election ballots.
- (ii) Not later than thirty days prior to the annual meeting of the mem- bers, the runoff ballots submitted in a timely manner from each Di- rector District shall be tabulated. The nominee receiving the greatest number of votes shall fill the Director’s position for which the nomi- nees were tied on the first ballot.
- (iii) In the event a runoff ballot results in a tie vote being cast for two or more previously tied nominees, a second runoff ballot shall be prepared and the procedure set out in this subsection (d) shall be repeated.
(e) The Executive Committee shall cause the results of the balloting for Directors to be tabulated and will report or cause to be reported such results at the next annual meeting of the members, or in the next issue of Cutting Horse Chatter. Directors shall serve for staggered three year terms. Each Director shall hold office for the term for which he is elected and until his successor shall be elected and qualified.
(f) A Director’s term of service will be terminated immediately if the Director serves as an officer or director of an organization which either has affiliates or is affiliated with an organization using in its name the words “cutting horse” and which is not affiliated with the Association.
Section Four. During his or her term of service, any Director who misses two regular meetings of the Board of Directors shall be immediately ter- minated as a Director. A Director shall be considered in attendance at the annual meeting of the Board of Directors only if the Director attends all sessions, which includes the regional directors meeting, and Sessions 1 and 2 of the Board of Directors. Any director who fails to attend two consecutive annual meetings or fails to attend two annual meetings within his/her three year term will be dismissed and will be ineligible to run as a director for the following three years.
Section Five. In the event of a vacancy on the Board of Directors, whether caused by death, resignation, disqualification, termination or any other cause, the President, after polling area directors and regional Executive Committee member, shall have the authority to appoint an individual who meets the qualifications set forth in Section Three (b) of this Article IV to fill the unexpired term of the vacating Director.
Section Six. The Board of Directors shall meet annually, unless otherwise determined by the Board of Directors. This meeting shall be held imme- diately preceding or following the annual meeting of the members of the Association to be held during the annual Association Convention. Unless approved by the affirmative vote of at least three-fourths (3/4) of the Direc- tors present, only such business as is set forth in the written notice of such annual meeting of the Board of Directors shall be transacted at said meeting. Meetings of directors may be held only in person, and may not be held via conference telephone call, the Internet, video conference or any other elec- tronic communications system.
Section Seven. Special meetings of the Board of Directors may be called by the President, or by action of at least thirty percent of the members of the Board of Directors at any time or place, provided valid notice is given to all members of the Board of Directors at least ten days in advance thereof. Only such business as is set forth in the notice of such special meeting shall be transacted at said meeting.
Section Eight. A quorum at any meeting of the Board of Directors shall consist of not less than forty percent of the number of Directors then in of- fice. A simple majority of such quorum shall decide any questions that may come before the meeting; provided, however, that any action taken by vote of the Directors may not be revoked, rescinded or altered for a period of four- teen (14) months from the date of the action, unless the proposal to revoke, rescind or alter the vote or the action receives at least the same amount of af- firmative votes (with respect to both number of votes and voting percentage) as the vote or action initially taken. All meetings of the Board of Directors may be adjourned from day to day or from time to time until a quorum is obtained. Voting at any meeting of the Board of Directors must be in person and voting by proxy shall not be allowed.
Section Nine. The order of business at any regular meeting of the Board of Directors shall be the same as that for a meeting of the members set out in Section Five of Article III. The President shall have the sole discretion to determine the circumstances, if any, under which individuals other than members of the Board of Directors shall be invited to attend meetings of the Board of Directors, and the sole discretion to determine the circumstances under which the Board of Directors shall go into a closed session from which all persons other than directors are excluded.
Section Ten. The Board of Directors, from time to time, may create and empower committees, general or special.
Section Eleven. Any Director who engages in conduct which is, or may be, detrimental to the Association, shall be removed from office upon the affirmative vote of at least two-thirds (2/3) of the Directors present at any meeting of the Board of Directors at which a quorum is present. The deter- mination of whether a Director has engaged in conduct which is, or may be, detrimental to the Association, shall be within the complete discretion of the Directors in attendance.