Articles of Incorporation for North Carolina Appaloosa Club, Inc. ARTICLE I: The name of this corporation is North Carolina Appaloosa Club. The principal office for the transaction of business of this club shall be located at the residence of the President within North Carolina. The North Carolina Appaloosa Club shall have, and continuously maintain, corporation status in the State of North Carolina as a registered office and agent. ARTICLE II: The purpose of the North Carolina Appaloosa Club is to promote the Appaloosa breed through family activities; to cooperate with and aid in every way possible the programs and functions of the ApHC, and to uphold the policies of the ApHC. Any person who is interested in the Appaloosa breed is eligible for membership. No horse ownership is required; members with registered or unregistered horses are eligible. Subject to the restrictions set forth in these Articles of Incorporation, to engage in other lawful activities, none of which shall be for profit, for which corporations may be organized under the North Carolina Nonprofit Corporation Law. ARTICLE III: The affairs of the corporation shall be managed by its Board of Directors. The number of Directors shall be 9, consisting of 4 officers and 5 committee chairs. The Board of Directors shall be elected by the members at the annual meeting of the corporation which precede the turn of office, to be held on such a date as the By-Laws may provide, and shall hold office until their successors are respectively elected and qualified. Officers shall be elected to serve a three year term, committee chairs shall be elected to serve a two year term as outlined in the bylaws. Only active members of North Carolina Appaloosa Club in good standing shall be entitled to nominate or vote in elections of Directors. ARTICLE IV: Any amendment, restatement or other alteration of these Articles of Incorporation adopted in accordance with the procedures and other provisions set forth in the North Carolina Nonprofit Corporation Law shall be submitted to the active members of the corporation in good standing for approval by means of a mail/email ballot and shall not be approved effective unless approved by at least 2/3 of the votes cast. By-Laws of North Carolina Appaloosa Club. ARTICLE I: Purpose. The purpose of the North Carolina Appaloosa Club is to promote the Appaloosa breed through family activities; to cooperate with and aid in every way possible the programs and functions of the ApHC, and to uphold the policies of the ApHC. Any person who is interested in the Appaloosa breed is eligible for membership. No horse ownership is required; members with registered or unregistered horses are eligible. ARTICLE II: Members. Section 1. There will be three classifications of members: individual adult, individual youth and family members. (Adult members shall be defined as 19 years of age and over; youth members are defined as being 18 years of age and under on January 1 of the current year; family members are defined as parents/guardians and their children having not reached 19 years of age on January 1 of the current year and living in the same home.) Section 2. Fiscal Year. The fiscal or membership year for the North Carolina Appaloosa Club is from January 1 to December 31. Section 3. Voting rights. All paid members above the age of 18 and in good standing with the North Carolina Appaloosa Club shall have the right to cast votes on any subject at any membership meeting. Individual memberships are entitled to one vote; family memberships are entitled to two votes. Section 4. Non-Transferable Membership. The membership in this club is non-transferable. Any attempt to transfer shall immediately void the membership and relieve the club of any obligation to refund any dues paid. Members are encouraged to serve on such committees, panels or work groups as necessary to support the club in its functions. Section 5. Due Process A. Those members abusing or misusing their privileges of membership (ref. Article III Section 7) will have their memberships revoked after an appropriate hearing of the club’s Board of Directors. B. Membership may be terminated for the following reasons: a) Resignation of the member. b) Default in the payment of dues or other monies owed to North Carolina Appaloosa Club. Dues are payable to the treasurer on or before January 1 of the current year. Members in arrears 60 days shall be deemed to be delinquent and will be dropped from the membership roll. c) An egregious act has been committed against officers, directors or other members of North Carolina Appaloosa Club. C. Suspension or revocation for valid cause after an appropriate hearing to the Board of Directors, giving the member involved notice of said hearing and opportunity to be present, upon the affirmative vote of the majority of the Board of Directors. Section 6. Reinstatement. Members may, upon application, be reinstated at the discretion of the Board of Directors. Section 7. Year-end awards. All paid members of the North Carolina Appaloosa Club are eligible to earn year-end awards presented by the club, all high point achievers will be recognized at the end of the fiscal year (ref. Article II Section 2). This includes representing the North Carolina Appaloosa Club at the World Championship Appaloosa Show, as recorded by the club’s Point Keeper. ARTICLE III: Meeting of Members Section 1. Annual Meeting. The annual meeting of the North Carolina Appaloosa Club will be held during the fourth quarter of the year. The installation of officers for the upcoming year will occur on January 1. Section 2. Special Meetings. Special meetings may be called at the request of the Board of Directors as long as 50% of the Board of Directors agrees on the reason for the special meeting. The President can call a meeting at any time, following the requirements of Notices of Meetings. Section 3. Notice of Meeting. There will be two weeks notice given for general membership meetings. Section 4. Quorum. A vote at a general membership meeting will be 2/3 majority rules. Vote of the Board of Directors meeting will be a 2/3 majority rules. In the event of a Board of Directors tie, the vote will be proposed to the general membership to which the 2/3 majority rule applies. Section 5. Voting Rights. All non-youth members and Officers have voting rights as outlined in Article II. The president is a member of the voting body, he or she has the same rights and privileges as all other club members, including the right to make motions, speak in debate, and to vote on all questions. Section 6. Agenda. The President is responsible for outlining an agenda for all meetings. Officers or members that have specific items that they want addressed at a meeting must submit their request via email or mail and it must be received at least 5 days prior to the meeting to be added to the agenda. Items not included on the agenda of the present meeting are not guaranteed to make it to the floor if time does not allow. Section 7. Manner of Acting. All Officers & members are expected to behave professionally, be courteous and show good sportsmanship to one another at all times. Abuse to each other or to animals will not be tolerated and will be grounds for dismissal by majority vote of the Board. Members are also subject to disciplinary action, suspension, or termination due to a misuse of membership for financial or political gain. Abuse and misuse of membership as well as general rules of the club are defined by the official ApHC handbook. ARTICLE IV: Board of Directors Section 1. General Powers. The Board of Directors shall define the policies of the North Carolina Appaloosa Club, and shall have administrative directions and management of this association. Section 2. Tenure. The Board of Directors will meet no less than twice a year and must meet within 45 days of a North Carolina Appaloosa Club sanctioned event. Section 3. Election. Four Officers shall be elected for a term of three years, five committee chairs shall be elected for a term of two years, with these directors elected at the annual meeting of the year prior to the turn of office. It is preferred that only one Board member or Officer be elected from the same household. To bypass this recommendation the Board must unanimously agree. Section 4. Vacancies. In the event of death, written resignation or refusal to serve on the Board, these vacancies shall be filled by the membership through nomination and vote at the general membership meeting which most closely follows the vacancy. Should any member of the Board be absent from two regularly scheduled Board meetings during the fiscal year (ref. Article II Section 2) of this club without just reason accepted by the Board, the position may be declared vacant on a majority vote of the Directors present. ARTICLE V: Officers. Section 1. President. The President shall be the Chief Executive Officer. He/She shall in general supervise the business and affairs of the club. He/She shall preside at all meetings of the members and of the Board of Directors. He/She will approve, with the Treasurer, all transactions that are drawn from the club's bank accounts; and in general, perform such other duties as may be prescribed by the Board of Directors from time to time. Section 2. Vice-President. In the absence of the President or in the event of his/her inability or refusal to act, the Vice-President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. He/She shall perform such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors. It shall also be his/her responsibility to supervise committees, attend their meetings and furnish a report of their activities when requested by the President. Section 3. Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors and of the members in books provided for that purpose, see that all notices are duly given in accordance with the provisions of these By-Laws, and be custodian of the corporate records. The Secretary shall also be responsible for all fees and dues, and shall remit the same to the Treasurer. The Secretary may be assigned other duties and functions as designated by the Board of Directors. Section 4. Treasurer. The Treasurer shall keep an accurate record of the books and accounts, and shall deposit all club funds in such banks or banks as approved by the Board of Directors. Such money shall only be withdrawn by the Treasurer and the President. All disbursements must be approved by the Board of Directors prior to payment. A financial report shall be given to the members at all membership meetings. The club's books will be audited annually by a three-member committee appointed by the Board of Directors. ARTICLE VI: Committees. Section 1. Committees. The members of a committee shall be members in good standing of the club. Committees may house no more than 3 members at any time, this number includes the committee chair. The Board of Directors shall appoint a Chairman to such committee as they deem necessary. The Chairman of such a committee must be at least 18 years of age and in good standing with the club. Section 2. Term of Committee. The term for any Chairman position or committee member is two years, unless the committee is terminated sooner. Section 3. Show. Responsibilities include securing show dates with ApHC, hiring judges, class schedules, and securing locations. Section 4. Point Keeper. Responsibilities include keeping accurate tabulations of the points, reporting the standings periodically, and handling the distribution of the World Championship Appaloosa Show entry forms. Points will be audited each year by the 3 member committee appointed by the Board of Directors. Section 5. Youth. Responsibilities include creating fun activities that include youth members age 18 and under in accordance with ApHC rules. Such activities include outreach through 4-H, FFA, Pony Club and other such organizations to mentor, educate, and support. Section 6. Fundraising. Responsibilities include researching effective methods of fundraising and creating financial opportunities for both members and non members to contribute to the North Carolina Appaloosa Club. These methods shall be presented before the Board of Directors for approval. Section 7: Membership: Responsibilities include organizing community outreach and events to increase membership and member involvement. This committee shall also keep the membership roll containing the mailing addresses and contact information of all members and report it to the secretary. It is the responsibility of each member to keep the Membership committee informed of any contact or address change. ARTICLE VII: Conduct and Order of Business Section 1. Conduct. Except as required by statute or as otherwise provided in these By-Laws, all meetings of the members, Board of Directors and Committees shall be in accordance with Roberts Rules of Order. Section 2. Order of Business. Order of business of the membership meeting shall be as follows A. Roll call of Directors and Officers and noting of absentees. B. Reading and approval of minutes of the previous meeting. C. Treasurer's report on all receipts and disbursements since previous meeting. D. Acting on new membership applications. E. Approval of bills, communications, etc. F. Reports of committees. G. Unfinished/Old business. H. New business. I. Elections of Directors (any vacancies as well as the annual Elections J. Being no other business, adjournment ARTICLE VIII: Dissolution Upon dissolution or final liquidation of the corporation, after payment or provision for payment of all of the liabilities of the corporation, the remaining assets of the corporation shall be distributed to such tax exempt organization or organizations selected by the Board of Directors which are related to or share the purposes of this corporation and are exempt from Federal income taxation pursuant to Section 501 (c)(3) or Section 501 (c)(5) of the Internal Revenue Code of 1954, or corresponding provisions of any future Federal Tax Laws.