Article 1: Name & Duration

• The name of this coroporation is Southern Oregon Appaloosa Promoters. The principal office for the transaction of buisness of this club shall be located at the club post office box:
• P.O. Box 321
• Malin, OR 97632
  

Article 2:  Purposes & Powers

• The purposes for which the corporation is organized are:

    A. To promote the Appaloosa horse at the regional level, cooperation with &  aid in every way the ApHC, & to abide by the Rules & Regulations printed in the current Official Handbook of the Appaloosa Horse Club.

    B. To preserve, improve & standardize the breed of horses known as Appaloosa

    C. To promote the breeding, use & exhibition of Appaloosa horses.  Subject to the restrictions set forth in these Articles of Incorporation, to engage in other lawful activities, none of which will be for profit, for which corporations may be organized under the Oregon Nonprofit Corporation Law.  In furtherance of the foregoing purposes the corporation shall have & may exercise all the rights & powers given to nonprofit corporations under the Oregon Nonprofit Corporation Law.

Article III:  Restrictions

    This corporation is intended to qualify as a tax-exempt organization within the meaning of Section 501 (c)(5) of Internal Revenue Code of 1954, as amended.  Not withstanding any provision of these Restated Articles of Incorporation apparently to the contrary,  the affairs of the corporation shall be conducted in such a manner as to qualify for tax exemption under that Section or the corresponding provision of any future Federal Tax Laws. No part of the net earnings of the corporation shall inure to the benifit of any member.

Article IV:  Board of Directors

 The affairs of the coroporation shall be managed by its Board of Directors. The number of Directors shall be 5 (five) The Board of Directors shall be elected by the members at the annual meeting of the corporation to be held on a date as the By-Laws may provide, & shall hold office until their successors are respectively elected & qualified.  Directors shall be elected to serve as stated in the specifications of the By-Laws. Only active members of Southern Oregon Appaloosa Promoters in good standing shall be entitiled to nominate or vote in elections of Directors.

Article V:  Dissolution

Upon intention of the club to dissolve & disband the corporation, there shall be held a general membership meeting 30 (thirty) days prior to the dissolution.  The purpose of the meeting will be to review the paymenst & provisions for payment of all the liabilities of the corporation & to designate the recipient or recipients of the balance of the monies held in club accounts & all assets remaining. All designation will be held in accordance within the corresponding future state & federal tax code laws.  

Article VI:  Amendments of Articles

Any amendment, restatement or other alteration of these Articles of Incorporation adopted in accordance with the procedures & other provisions set forth in the Oregon Nonprofit Corporation Law shall be submitted to the members of the corporation in good standing for approval by means of a mail ballot & shall not be approved effective unless approved by at least 2/3 (two-thirds) of the votes cast.               

By-Laws of Southern Oregon Appaloosa Promoters

Article I: Purpose

The purpose for which the corporation is organized are:

A. To promote the Appaloosa horse at the regional level, cooperate with & aid in every way the ApHC, & to abide by the Rules & Regulations printed in the current Official handbook of the Appaloosa Horse Club.

B. To preserve, improve & standardize the breed of horses known as the Appaloosa

C. To promote the breeding, use & exhibition of Appaloosa horses.

Subject to the restrictions set forth in the Articles of Incorporation, to engage in other lawful activities, none of which shall be for profit, for which corporations may be organized under the Oregon Nonprofit Law.

In furtherance of the foregoing purposes the corporation shall have & may exercise all the rights & powers given to nonprofit corporations under the Oregon Nonprofit Corporation Law.

Article II: Members

• Section 1 - There will be four(4) classifications of members

"Individual Adult" defined as 19 years of age & over.

"Couple" defined as those who are married or otherwise legally recognized as common-law.

"Youth" defined as being 18 years of age & under on January 1st of the current year

"Family" defined as parents/guardians & their children having not reached 19 years of age on January 1st of the current year, & living in the same household.

• Section 2 - Voting Rights

  All paid members of Southern Oregon Appaloosa Promoters above the age of 18, in good standing, shall have the right to cast votes on any subject at any membership meeting. Individual Adult members are entitled to one(1) vote; couple & family memberships are entitled to two(2) votes.

• Section 3 - Membership in this club is not transferable
• The membership in this club is non-transferable.  Any attempt to transfer shall immediately void the membership & relieve the club of any obligation to refund any dues paid.                    

• Section 4 - Due Process
• A. Revocation of Membership
• Those members abusing or misusing their privileges of membership will have their memberships revoked after an appropriate hearing of the club's Board of Directors. Suspention or revocation for valid cause after an appropriate hearing to the Board of Directors, giving the member involved notice fo said hearing & opportunity to be present, upon the affirmation vote of the majority of the Board of Directors.
• B. Reasons for Termination
• Membership may be terminated for the following reasons:
• Resignation of the member
• Default in the payment of dues or other monies owed to Southern Oregon Appaloosa Promoters. Dues are payable to the treasurer on or before October 1st of the current year. Memberships shall be valid for one fiscal year from October 1st of the current year & expire October 1st of the following year. Membership cards & membership information packets shall be distributed by the secretary in January of each year. Members in arrears 60 days shall be deemed to be delinquent & will be dropped from the membership roll.
• An egregious act has been committed against officers, directors or other members of Souther Oregon Appaloosa Promoters.
• C. Reinstatement
• Members may, upon application, be reinstated at the discretion of the Board of Directors & vote of the general membership
• Section 5: Service of Members
• Members are encouraged to serve on committees, panels or work groups to support the club in its functions
• Section 6  End of Year Club Membership Awards
• All paid members of Southern Oregon Appaloosa Promoters are eligible to earn year end awards presented by the club. This includes representing the Southern Oregon Appaloosa Promoters at the World Champion Appaloosa Show, as recorded in the club's point system. The points keeper shall formulate the hi-points award system proposals & the specified date of application & shall submit to the general membership for approval by January 30th.

Article III - Meeting of Members

• Section 1 Monthly Meetings

General membership meetings are to be held once a month at a place & time as voted on by the membership.  Changes of regularly scheduled day, place & time of meetings shall require a 30 day written notice to all members reguarding the change.

• Section 2 - Annual Meeting

There shall be an annual meeting to be held in November of each year for the purpose of the election of new officers.

• Section 3 - Special Meeting

Special meetings of the members may be called by the President, the Board of Directors or not less than two-thirds of the members having the right to vote at such a meeting. The place of special meetings shall be as designated in the notice of such meeting.

• Section 4 - Board of Directors Meeting

The Board of Directors shall meet on an as needed basis. The meeting shall be separate & prior to the general membership meeting.

• Section 5 - Quorum

Those members present at any annual or special meeting of members shall constitute a quorum at such meetings. General membership meetings & annual meetings must require attendance of at least 3 (three) Board of Directors to constitute a Quorum.

• Section 6 - Voting Rights

At any general membership, special, Board of Directors or annual meeting of members, all members in good standing are eligible to vote either in person or by mail.

Article IV Parlimentary Governance

• Section 1 -  Manner of Acting

All meeting of the members, Board of Directors & committees shall follow the rules contained in the current edition of "Robert's Rules of Order, Newly Revised" shall govern the club in all circumstances to which said rules are applicable & in which they are not in conflict ro inconsistance with By-Laws &/or speical rules of order the club may adapt from time to time.

• Section 2 - Order of Buisness

The Order of Buisness of the membership meeting shall be as follows:

• a. Call to Order & attendance taken including the roll call of Directors & Officers
• b. Reading & approval of the minutes of previous meeting
• c. Treasurer's report on all receipts & disbursments since previous meeting
• d. Acting on new membership applications &/or correspondance
• e. Committee reports
• f. Unfinished/ Old Buisness
• g. New Buisness
• h. Election of Officers (at annual meeting or any vacancies)
• i. Call for adjornment

Article V - Board of Directors

• Section 1 - Election & Tenure

At the annual meeting of the members 5 (five) directors are to be elected. Five directors for a 2 year term. The affairs of the club shall be managed by it's Board of Directors. From the entire elected board, the members may vote their preferences for President, Vice-President, Secretary & Treasurer. No more than 2 board members & only one officer may be elected from the same family. Family members are defined in Article II, Section 1. Officers shall serve a one year term & can be re-elected for consecutive years.

• Section 2 - Vacancies

In the event of death, written resignation or refusal to serve on the Board, these vacancies shall be filled by the membership. Should any member of the Board be absent from three regularly scheduled Board meetings during the fiscal year without just reason accepted by the Board, the position may be declared vacant on a majority vote of the Directors present. The unexpected term of such a vacancy will be filled through election by the membership of the next scheduled business meeting.

• Section 3 - General Powers

The Board of Directors shall define the policies of the Southern Oregon Appaloosa Promoters & shall have administrative directions & management of this associtaion subject to the approval of the general membership.

Article VI - Officers & Duties of Office

• Section 1 - President

The President shall be the Cheif Executive Officer. He/She shall in general supervise the buisness & affairs of the club. He/she shall preside at all meetings of the members of the Board of Directors. He will Co-sign, with the treasurer, all checks that are drawn from the club's bank accounts. He/she will perform such other duties as may be prescribed by the Board of Directors.

• 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 duities of the President, & when so acting, shall have all the powers of & 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 by the President or by the Board of Directors. It shall also be his responsibility to supervise committees, attend their meetings & 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 & of the members in records solely for that purpose, see that all notices are duly given in accordance with the provisions of these By-Laws. The secretary shall submit approved minutes to the newsletter committee within a timely manner.

The secretary shall be the custodian of the corporate records. The secretary is responsible for mailing Non-Profit Income Tax forms by April 15th before midnight & keeping a copy of the forms on file in the secretary's records.

The secretary shall also keep the membership roll containing the mailing addresses of all members. It is the responsibility of each member to keep the Secretary informed of any address change or additions to the membership roll. The secretary shall submit a proposed budget for stamps, envelopes & ink/copies for mailing of any club buiness the club approves to be mailed. The secretary may be assigned other duties & functions as designated by the President or Board of Directors.

• Section 4 - Treasurer

The Treasurer shall keep an accurate record of the books & accounts & shall deposit all club funds in such bank or banks as may be approved by the Board of Directors. Such money shall be only withdrawn by check & co-signed by the Treasurer & President. All disbursements must be approved by the general membership prior to payment & upon receiving a receipt/bill. No money can be paid without a receipt to be kept in the Treasurers' record unless it has been pre-approved in a budget from a committee where the amount meets the budget figures or is under the estimated figures. If the amount if higher it will have to be voted upon before the check is written.

A financial report including all disbursements & monies received shall be given to the members at all membership meetings. The treasurer shall keep a hard bond ledger which will be signed & dated by the auditing committee. Treasurer's books will be at meetings & open at all times for review by the membership.

The clubs books will be audited annually by a three-member committee appointed by the general membership. Said committee to be comprised of one Director & two members in good standing of the club who was not in charge of expenditures & monies received for a committee. Any person who was in charge of expenditures & monies received for a committee will not serve on the auditing committee, but will be present durning the audit. The club's books will be audited by November 1st of each year. The Treasurer is responsible for preparing the Non-Profit Organization income tax forms. The treasurer shall be bondable.

Article VII - Committees

• Section 1 - Establishing of Committees

The general membership shall vote on the establishing of special functioning committees to aid in the functioning & activities of the club at the annual meeting. Committees will be established in different divisions of Regulatory Buisness, Fundrasing & Promotional, Shows & Awards & General Activities.

• Section 2 - Committee Members

Members fo the committees shall be comprised of active members in good standing. Sign-up sheets will be available at two consecutive meetings for members wishing to serve on particular committees. Members may only be a member of one committee in each division.

• Section 3 - Chairperson

General membership will vote on the member to be selected as chairperson on each committee.