Corporation Bylaws - Article III

ARTICLE III: [blank_start]DIRECTORS[blank_end] Section 1. The [blank_start]business[blank_end] and [blank_start]property[blank_end] of AQHA shall be managed and controlled by the [blank_start]Board of Directors[blank_end] and an [blank_start]Executive Committee[blank_end] hereinafter created and empowered. The Board of Directors shall be comprised of members of annually [blank_start]Elected[blank_end] Directors, [blank_start]Past[blank_end] AQHA [blank_start]Presidents[blank_end], Directors [blank_start]Emeritus[blank_end], Directors-at-[blank_start]Large[blank_end], [blank_start]Honorary[blank_end] [blank_start]Vice[blank_end] [blank_start]Presidents[blank_end], International [blank_start]District[blank_end] [blank_start]Directors[blank_end] and [blank_start]Appointed[blank_end] International Directors.

Section 1. Elected Directors, Past AQHA Presidents, Directors Emeritus, Directors-at-Large, Honorary Vice Presidents and International District Directors shall have the privilege of attending all [blank_start]Board of Directors[blank_end] meetings, taking part in [blank_start]discussion[blank_end] and [blank_start]voting[blank_end], unless otherwise specified herein. Appointed International Directors shall not have [blank_start]voting[blank_end] [blank_start]privileges[blank_end] but may attend all Board of Directors [blank_start]meetings[blank_end] and take part in [blank_start]discussion[blank_end].

Section 1. It is a privilege, not a right to serve on the [blank_start]Board of Directors[blank_end]. Throughout his/her tenure, a Director must: (1) remain an AQHA member in [blank_start]good[blank_end] [blank_start]standing[blank_end], (2) adhere to AQHA rules and regulations pertaining to [blank_start]membership[blank_end] conduct, (3) conduct themselves in an [blank_start]exemplary[blank_end] [blank_start]manner[blank_end] such as to favorably reflect on the Board of Directors and AQHA, and (4) refrain from conduct that is [blank_start]detrimental[blank_end] to the interest of AQHA, its [blank_start]programs[blank_end], [blank_start]policies[blank_end], [blank_start]objectives[blank_end] and harmonious relationship of its members. A Director’s conduct is subject to continual [blank_start]review[blank_end], and a Director’s service on the Board of Directors may be [blank_start]terminated[blank_end] or rejected by the Board of Directors with or without [blank_start]notice[blank_end] and [blank_start]formal[blank_end] [blank_start]hearing[blank_end]. If a Director’s service on the Board of Directors is terminated by the Board of Directors, or if a [blank_start]resignation[blank_end] in lieu of such termination is accepted, such Director shall be ineligible to be nominated to serve as a [blank_start]Director[blank_end] for a minimum of [blank_start]seven[blank_end] years from the date of their termination or resignation.

Section 1. (a) Elected Directors. (1) The number of Elected Director(s) that may represent a [blank_start]Representative[blank_end] [blank_start]District[blank_end] shall be determined by an [blank_start]Annual[blank_end] [blank_start]Allocation[blank_end] [blank_start]formula[blank_end] which is based on the number of active AQHA numbered and appendix horses (“[blank_start]Active[blank_end] [blank_start]Horse[blank_end] [blank_start]Population[blank_end]”) within such a Representative District as of [blank_start]September 30[blank_end] of the preceding year. (2) In accordance with the Annual Allocation formula, the number of Elected Directors will be frozen permanently at [blank_start]150[blank_end], with a tolerance of [blank_start]two[blank_end] percent ([blank_start]2[blank_end]%) to allow for mathematical variances. ("[blank_start]Elected[blank_end] [blank_start]Director[blank_end] Number”).

Section 1. (a) Elected Directors (3) The term “[blank_start]Horse[blank_end] [blank_start]Population[blank_end] [blank_start]Factor[blank_end]” shall mean the total [blank_start]Active[blank_end] [blank_start]Horse[blank_end] [blank_start]Population[blank_end] in the world divided by the Elected Director Number. For example, if, for a particular year, the total Active Horse Population in the world on [blank_start]September 30[blank_end]th is 3,000,000 and the Elected Director Number is [blank_start]150[blank_end], the Horse Population Factor would be 20,000 (3,000,000 divided by 150). (4) A [blank_start]Representative[blank_end] [blank_start]District[blank_end] is entitled to be represented by [blank_start]Elected[blank_end] Director(s) who are annually nominated and elected as provided herein.

Section 1. (a) Elected Directors (5) Each U.S. [blank_start]state[blank_end], [blank_start]Canadian[blank_end] province or international country having a major portion of the [blank_start]Horse[blank_end] [blank_start]Population[blank_end] [blank_start]Factor[blank_end] shall constitute a [blank_start]Representative[blank_end] District. (6) By majority vote of the [blank_start]Executive Committee[blank_end], where a U.S. state or Canadian province has less than a major portion of the Horse [blank_start]Population[blank_end] Factor, it may be grouped with one or more other U.S. states or Canadian provinces to form a [blank_start]Representative[blank_end] [blank_start]District[blank_end] that has at least a major portion of the Horse Population [blank_start]Factor[blank_end].

Section 1. (a) Elected Directors (7) Alternatively and by majority vote of the [blank_start]Executive Committee[blank_end], if a U.S. state or Canadian province has less than a major portion of the [blank_start]Horse[blank_end] Population Factor, it may be: (i) grouped with one or more other U.S. states or Canadian [blank_start]provinces[blank_end] to form a [blank_start]Representative[blank_end] District having at least [blank_start]25[blank_end]% of the Horse Population [blank_start]Factor[blank_end]; or (ii) allowed to [blank_start]stand[blank_end] [blank_start]alone[blank_end] to form a Representative [blank_start]District[blank_end] having at least [blank_start]25[blank_end]% of the Horse [blank_start]Population[blank_end] Factor.

Section 1. (a) Elected Directors (8) Where an [blank_start]international[blank_end] [blank_start]country[blank_end] has less than a major portion of the Horse Population Factor but has at least [blank_start]25[blank_end]% of the Horse Population Factor, it shall constitute a [blank_start]Representative[blank_end] [blank_start]District[blank_end]. (9) The Elected Director position gained as a result of the application of subsections (a)(7) or (a)(8) above shall not be counted toward the [blank_start]Elected[blank_end] [blank_start]Director[blank_end] Number referenced in (a)(2) above.

Section 1. (a) Elected Directors (10) A Representative District, after gaining its initial [blank_start]Elected[blank_end] [blank_start]Director[blank_end], shall be entitled to be represented by an additional Elected Director when the Representative District reaches an Active Horse Population equal to or greater than [blank_start]1.5[blank_end] times the Horse Population Factor. Thereafter, the Active Horse Population a Representative District must have to gain additional Elected Directors is equal to the following formula: ((Current number of [blank_start]Elected[blank_end] [blank_start]Directors[blank_end] plus [blank_start].5[blank_end]) multiplied by the [blank_start]Horse[blank_end] [blank_start]Population[blank_end] [blank_start]Factor[blank_end]).

Section 1. (a) Elected Directors (11) A Representative District shall not lose an Elected Director Position unless, for [blank_start]three[blank_end] ([blank_start]3[blank_end]) consecutive years (“[blank_start]Grace[blank_end] [blank_start]Period[blank_end]”), its Active Horse Population remains below the Active Horse Population number otherwise required for the Representative District to maintain its current number of Elected Directors. During the [blank_start]three[blank_end] ([blank_start]3[blank_end]) year Grace Period, the following shall apply: (i) the Elected Director Position that would have otherwise been lost due to a decline in [blank_start]Active[blank_end] [blank_start]Horse[blank_end] [blank_start]Population[blank_end] shall not be counted towards the [blank_start]Elected[blank_end] [blank_start]Director[blank_end] Number; and (ii) [blank_start]vacancies[blank_end] created by elevations of [blank_start]Elected[blank_end] [blank_start]Directors[blank_end] shall not be filled.

Section 1. (a) Elected Directors (12) Each Elected Director shall be domiciled in the [blank_start]Representative[blank_end] [blank_start]District[blank_end] which he/she represents by actual residence therein, having the intent to make it his/her [blank_start]permanent[blank_end] [blank_start]home[blank_end]. To be eligible for election and to serve on the [blank_start]Board of Directors[blank_end], an individual shall have been a member in [blank_start]good[blank_end] [blank_start]standing[blank_end] of AQHA for [blank_start]three[blank_end] consecutive and uninterrupted years immediately previous to nomination. Elected Directors shall serve for a period of [blank_start]one[blank_end] [blank_start]year[blank_end] and until the general election of Elected Directors at the next [blank_start]Membership[blank_end] [blank_start]Business[blank_end] [blank_start]Meeting[blank_end].

Section 1. (a) Elected Directors (13) The [blank_start]Nominations[blank_end] and [blank_start]Credentials[blank_end] Committee shall meet before the [blank_start]Membership[blank_end] [blank_start]Business[blank_end] Meeting to give members or representatives from [blank_start]state[blank_end], country, [blank_start]provincial[blank_end] or [blank_start]regional[blank_end] organizations an opportunity to present credentials of individuals for nomination and election to the Board as [blank_start]Elected[blank_end] [blank_start]Directors[blank_end]. (14) In order for the [blank_start]Nominations[blank_end] and [blank_start]Credentials[blank_end] Committee to consider a nomination of an individual, [blank_start]written[blank_end] credentials must be received by the office of the [blank_start]Executive[blank_end] [blank_start]Vice[blank_end] [blank_start]President[blank_end] on or before [blank_start]February 1[blank_end] of the year that such credentials are to be reviewed by the Nominations and Credentials Committee. Such filing deadline may be extended by the [blank_start]Executive Committee[blank_end] upon finding of [blank_start]extraordinary[blank_end] circumstances.

Section 1. (a) Elected Directors (15) In addition to other relevant matters concerning the individual under consideration, the [blank_start]Nominations[blank_end] and [blank_start]Credentials[blank_end] [blank_start]Committee[blank_end] will evaluate candidates according to criteria established by the [blank_start]Executive Committee[blank_end]. (16) At the [blank_start]Membership[blank_end] [blank_start]Business[blank_end] Meeting, the [blank_start]Chairman[blank_end] of the Nominations and Credentials Committee will present the Nominations and Credentials Committee’s slate of nominations for [blank_start]Elected[blank_end] [blank_start]Directors[blank_end], and thereafter, nominations from the [blank_start]floor[blank_end] will be received by the [blank_start]President[blank_end]. To be eligible for nomination for Elected Director from the floor at the [blank_start]Membership[blank_end] [blank_start]Business[blank_end] Meeting, an individual’s [blank_start]membership[blank_end] credentials must have previously been presented to the Nomination and Credentials Committee as set forth above. Nominations received from the floor will be received only in opposition to a particular [blank_start]individual[blank_end], and not in opposition to the total [blank_start]slate[blank_end] for a particular [blank_start]state[blank_end], country, [blank_start]province[blank_end] or region. At the close of nominations, the [blank_start]President[blank_end] will conduct the election.

Section 1. (b) Past Presidents. All Past Presidents of AQHA shall have [blank_start]lifetime[blank_end] [blank_start]tenure[blank_end] on the [blank_start]Board of Directors[blank_end];

Section 1. (c) Directors Emeritus. The Board of Directors shall contain a category of Director [blank_start]Emeritus[blank_end], in recognition of the individual who has, in the past, served AQHA [blank_start]faithfully[blank_end] as an [blank_start]Elected[blank_end] Director, [blank_start]International[blank_end] [blank_start]District[blank_end] Director or [blank_start]Appointed[blank_end] International Director, which category shall be designated with [blank_start]lifetime[blank_end] [blank_start]tenure[blank_end], on the following basis: The individual who has reached the age of [blank_start]65[blank_end] years, having served [blank_start]ten[blank_end] ([blank_start]10[blank_end]) cumulative years as an Elected Director, International District Director or Appointed International Director. Upon reaching his/her [blank_start]65[blank_end]th birthday, he/she will continue as an Elected Director, International District Director or Appointed International Director until the next [blank_start]Annual[blank_end] [blank_start]Membership[blank_end] [blank_start]Meeting[blank_end], whereupon he/she will automatically be elevated to Director [blank_start]Emeritus[blank_end], thereby creating a vacancy to be filled by either the (1) election of an [blank_start]Elected[blank_end] [blank_start]Director[blank_end] or International [blank_start]District[blank_end] Director in his/her [blank_start]Representative[blank_end] [blank_start]District[blank_end] or International District subject to the [blank_start]Annual[blank_end] [blank_start]Allocation[blank_end] or (2) the appointment of an [blank_start]Appointed[blank_end] International Director subject to Article III Section 1(f).

Section 1. (d) Directors-at-Large. An individual who has served [blank_start]fifteen[blank_end] cumulative terms as an [blank_start]Elected[blank_end] Director, International [blank_start]District[blank_end] Director or [blank_start]Appointed[blank_end] International Director, at the expiration of the [blank_start]fifteenth[blank_end] term, shall automatically receive designation as “[blank_start]Director[blank_end]- [blank_start]at[blank_end]-[blank_start]Large[blank_end],” and serve with [blank_start]lifetime[blank_end] [blank_start]tenure[blank_end] on the Board of Directors, thereby, creating a vacancy to be filled by either the (1) election of an Elected Director or International District Director in his/her [blank_start]Representative[blank_end] [blank_start]District[blank_end] or International District subject to the [blank_start]Annual[blank_end] [blank_start]Allocation[blank_end] or (2) appointment of an [blank_start]Appointed[blank_end] [blank_start]International[blank_end] Director subject to Article III Section 1(f).

Section 1. (e) Honorary Vice President. The Board of Directors shall contain a category of Honorary Vice President in recognition of individuals who merit such [blank_start]honor[blank_end] by reason of distinguished [blank_start]service[blank_end] to AQHA. All Honorary Vice Presidents of AQHA shall have [blank_start]lifetime[blank_end] [blank_start]tenure[blank_end] on the Board of Directors. In order for the Nominations and Credentials Committee to consider a nomination of an individual for Honorary Vice President, written credentials shall be received by the office of the [blank_start]Executive[blank_end] [blank_start]Vice[blank_end] [blank_start]President[blank_end] on or before [blank_start]January 1[blank_end] of the year that such credentials are to be reviewed by the Nominations and Credentials Committee. Such filing deadline may be extended by the [blank_start]Executive Committee[blank_end] upon finding of extraordinary circumstances. At the [blank_start]Membership[blank_end] [blank_start]Business[blank_end] [blank_start]Meeting[blank_end], the [blank_start]Chairman[blank_end] of the Nominations and Credentials Committee will present the Nominations and Credentials Committee’s slate of nomination(s), if any, for Honorary Vice President(s). Nomination(s) for Honorary Vice President(s) will not be received from the [blank_start]floor[blank_end]. After presentation of the Nominations and Credentials Committee’s slate of nomination(s) for Honorary Vice President, the [blank_start]President[blank_end] will conduct the election.

Section 1. (f) International Directors. Each officially recognized [blank_start]international[blank_end] [blank_start]affiliate[blank_end] shall appoint one Appointed International Director. The current president of the international affiliate shall certify in writing to AQHA’s [blank_start]Executive[blank_end] [blank_start]Vice[blank_end] [blank_start]President[blank_end] his/her board’s appointment to serve as the Appointed International Director at least [blank_start]thirty[blank_end] ([blank_start]30[blank_end]) days prior to the annual meeting of the [blank_start]Board of Directors[blank_end]. Appointed International Directors shall be in addition to an international country’s [blank_start]Elected[blank_end] Director(s), if any, specified in Article III Section 1(a) above. Appointed International Directors shall be domiciled in the country that his/her international affiliate represents by actual residence therein, having the intent to make it his/her permanent home. To be eligible to become an Appointed International Director, an individual shall be a member in [blank_start]good[blank_end] [blank_start]standing[blank_end] of AQHA. Depending upon which international affiliate an Appointed International Director represents, an Appointed International Director shall represent one of the following International Districts: (1) [blank_start]Europe[blank_end]; (2) [blank_start]Mexico[blank_end], [blank_start]South[blank_end] and [blank_start]Central[blank_end] [blank_start]America[blank_end]; or (3) [blank_start]Oceana[blank_end] and others.

Section 1. (f) International Directors At the [blank_start]Annual[blank_end] [blank_start]Convention[blank_end] each International District shall nominate and elect International District Director(s) to represent and vote for their International District during the [blank_start]Board of Directors[blank_end] meetings. The number of International District Director(s) that may represent an International District shall be determined by an [blank_start]International[blank_end] [blank_start]Annual[blank_end] [blank_start]Allocation[blank_end] formula. The International Annual Allocation formula is based on the number of active AQHA [blank_start]numbered[blank_end] and [blank_start]appendix[blank_end] horses as of [blank_start]September 30[blank_end] of the preceding year in the [blank_start]International[blank_end] District discounted to an extent by the number of active AQHA numbered and appendix horses in [blank_start]Representative[blank_end] District(s) within the International District as of September 30 of the preceding year. International District Directors shall serve for a period of [blank_start]one year[blank_end] and until the general election of Directors at the next annual [blank_start]Membership[blank_end] [blank_start]Business[blank_end] [blank_start]Meeting[blank_end]. International District Directors and Appointed International Directors shall serve on the [blank_start]International[blank_end] [blank_start]Committee[blank_end] during their term.

Section 1. (g) Any Elected Director or International District Director who is absent for [blank_start]two[blank_end] consecutive times from the [blank_start]General[blank_end] [blank_start]Board[blank_end] Meeting and [blank_start]New[blank_end] [blank_start]Board[blank_end] Meeting at AQHA’s [blank_start]Annual[blank_end] [blank_start]Convention[blank_end] is automatically removed as a Director without further action, upon his/her [blank_start]second[blank_end] absence, making available for his/her District a vacancy to be filled by regular election of an individual who will represent that District’s interests at AQHA’s Annual Convention and Board of Directors meetings. Failure to attend either the General Board Meeting or the New Board Meeting at an AQHA Annual Convention shall be considered an [blank_start]absence[blank_end]. However, failure to attend both the General Board Meeting and the New Board Meeting at an AQHA Annual Convention shall only be considered [blank_start]one[blank_end] absence. Absences shall be evidenced by [blank_start]roll[blank_end] [blank_start]call[blank_end] at both the General Board Meeting and the New Board Meeting.

Any Director Emeritus, Director-At-Large or Honorary Vice President who is absent for [blank_start]three[blank_end] consecutive times from the General Board Meeting and the New Board Meeting at AQHA’s [blank_start]Annual[blank_end] [blank_start]Convention[blank_end] shall automatically lose their Board of Director [blank_start]voting[blank_end] privilege without further action, upon his/her [blank_start]third[blank_end] absence. Any Director Emeritus, Director-At-Large or Honorary Vice President who loses their [blank_start]voting[blank_end] privilege as a result of this provision shall nevertheless have the privilege of attending all meetings of the Board of Directors and take part in [blank_start]discussions[blank_end]. Any Director Emeritus, Director-At-Large or Honorary Vice President who loses their [blank_start]voting[blank_end] privilege as a result of this provision shall be placed on an [blank_start]honorary[blank_end] [blank_start]board[blank_end] list and may request to have their [blank_start]voting[blank_end] privilege reinstated by requesting such reinstatement to the [blank_start]Executive Committee[blank_end].

Section 1. (h) In accordance with AQHA’s [blank_start]mission[blank_end] [blank_start]statement[blank_end], Elected Directors, Appointed International Directors and International District Directors are expected to assist in the provision of [blank_start]beneficial[blank_end] [blank_start]services[blank_end] for its members. These services should enhance and encourage American Quarter Horse [blank_start]ownership[blank_end] and [blank_start]participation[blank_end] through Director [blank_start]availability[blank_end] and [blank_start]visibility[blank_end] to their respective state, province, country and/or affiliate association. To establish and improve [blank_start]communications[blank_end] between AQHA and its members, Elected Directors, Appointed International Directors and International District Directors shall, during the term of his/her directorship, be a member in [blank_start]good[blank_end] [blank_start]standing[blank_end] of their respective state, province or international affiliate association(s), failure of which shall be reviewed by the [blank_start]Nomination[blank_end] and [blank_start]Credentials[blank_end] Committee. Furthermore, each Elected Director and International District Director should be encouraged to submit a [blank_start]yearly[blank_end] [blank_start]report[blank_end] on the status of the industry in their respective state, province and/or country to aid AQHA in addressing and implementing the needs for [blank_start]members[blank_end].

Section 2. In case of any vacancy in the Board of Directors by [blank_start]death[blank_end], [blank_start]resignation[blank_end], [blank_start]disqualification[blank_end], increase in number or other cause, the [blank_start]President[blank_end], with the advice and majority vote of the [blank_start]Executive Committee[blank_end], may appoint a qualified [blank_start]successor[blank_end] to serve until the next general election of Directors at the [blank_start]Membership[blank_end] [blank_start]Business[blank_end] Meeting.

Section 3. The annual meeting of the Board of Directors (“[blank_start]Annual[blank_end] [blank_start]Board[blank_end] Meeting”) shall be held in conjunction with the Annual [blank_start]Membership[blank_end] Meeting. Unless otherwise established by the Board of Directors, the Annual Board Meeting shall consist of [blank_start]two[blank_end] sessions hereinafter referred to as the “[blank_start]General[blank_end] [blank_start]Board[blank_end] Meeting” and the “[blank_start]New[blank_end] [blank_start]Board[blank_end] Meeting”. The General Board Meeting shall be immediately following the [blank_start]Membership[blank_end] [blank_start]General[blank_end] Meeting. The New Board Meeting shall be immediately following the [blank_start]Membership[blank_end] [blank_start]Business[blank_end] Meeting.

Section 4. [blank_start]Special[blank_end] Meetings of the Board of Directors shall be held whenever called by the [blank_start]President[blank_end] with the advice and majority vote of the Executive Committee or by [blank_start]two-thirds[blank_end] of the voting Directors. The [blank_start]Executive[blank_end] Vice President shall give notice of each [blank_start]Special[blank_end] Meeting to each Director by mailing, telephoning, electronically communicating (or by any other means allowed by law) such notice at least [blank_start]15[blank_end] days before the meeting, but such notice may be waived by any Director. Unless otherwise indicated in the notice thereof, any and all [blank_start]business[blank_end] may be transacted at a [blank_start]Special[blank_end] Meeting. Any meeting at which every [blank_start]Director[blank_end] may be present, even though without any notice, any [blank_start]business[blank_end] may be transacted.

Section 5. A majority of the number of Directors present shall constitute a [blank_start]quorum[blank_end] for the transaction of business, but if at any meeting of the Board there may be less than a [blank_start]quorum[blank_end] present, a majority of those present may adjourn the meeting from time to time until a [blank_start]quorum[blank_end] shall be present. To exercise [blank_start]voting[blank_end] privileges, a Director must be [blank_start]physically[blank_end] present at a meeting, which privilege cannot be delegated by [blank_start]proxy[blank_end].

Section 6. At meetings of the Board of Directors, [blank_start]business[blank_end] shall be transacted in such order as the [blank_start]Board of Directors[blank_end] may determine. Section 7. At the [blank_start]New[blank_end] [blank_start]Board[blank_end] Meeting, the Board shall elect officers of [blank_start]AQHA[blank_end]

Section 8. Except as otherwise provided herein, the [blank_start]Bylaws[blank_end] and the rules and regulations pertaining to the [blank_start]registration[blank_end] of horses shall be subject to change only by the [blank_start]Board of Directors[blank_end]. The Board of Directors shall have the power and authority to make, [blank_start]amend[blank_end], [blank_start]repeal[blank_end] and enforce such rules and regulations, not contrary to law or the Certificate of Incorporation or these Bylaws, as they may deem expedient concerning the conduct, management and activities of AQHA, the admission, classification, qualification, [blank_start]suspension[blank_end] and expulsion of members, removal of [blank_start]officers[blank_end], the rules and regulations governing the procedure of such suspension and [blank_start]expulsion[blank_end] and removal, the fixing and collecting of dues and [blank_start]fees[blank_end], regulations regarding maintaining the [blank_start]stud book[blank_end], registration, expenditures of money, auditing of books and [blank_start]records[blank_end], awarding of [blank_start]championships[blank_end], conducting of [blank_start]shows[blank_end], contests, exhibitions, [blank_start]races[blank_end], [blank_start]sales[blank_end] and social functions, creation of [blank_start]committees[blank_end] and other details relating to the general purposes of AQHA, all, however, subject to the right of the membership to propose revisions or [blank_start]amendments[blank_end] and make recommendations to the Board of Directors regarding such matters at any [blank_start]regular[blank_end] or [blank_start]special[blank_end] meeting of the members, provided the notice requirements set forth in this Rulebook have been met.