CONSTITUTION AND BY-LAWS OF THE

______________________________________________________________________________

(Club name)

______________________________________________________________________________

(Date of Origins)

Article I Name, Purpose, Location, Incorporation

Section 1. Name: 

This Affiliate Palomino Association hereinafter referred to, as APA shall be called the
 _________________________________________________________Association.  The official four or 
five letter abbreviation shall be ________________________.

Section 2. 

This APA is a non-profit corporation chartered under the laws of the state 
of ___________________________________.

Section 3. Purpose

                This APA is organized for the purpose of promoting, stimulating interest and providing 
means for improving the Palomino Horse and further the interest of its members through cooperation 
and collaboration with the Palomino Horse Breeders of America, Inc. (PHBA).

Section 4. 

                There shall be no capital stock, and in lieu thereof, written evidence of membership shall 
be given to each member upon payment of current dues.

Section 5 - Location:

                This APA shall encompass the area or state(s) of _____________________________________.

Section 6:

                The fiscal year shall be___________________ to___________.

Article II Membership:

Section 1 - Membership:

                The membership shall consist of persons, firms, partnerships, ranches, and 
organizations that are interested in the purpose and objectives of this APA and PHBA.  
Concurrent membership in PHBA and this APA is required.  

Section 2 - Membership Types:

                Regular memberships and multiple memberships within a family shall include 
membership in both this APA and PHBA.  The membership fee and dues of such APA shall not 
exceed those of PHBA.  Membership fees are due and payable on or before January 1 of each year 
and paid directly to PHBA, 15253 East Skelly Drive, Tulsa, OK  74116-2637, (918) 438-1234. Lifetime 
memberships are available in this APA at the cost of $___________________.

Section 3:

                Membership is required within this APA and PHBA to hold an elected office.

Section 4 - Associate memberships:

                Associate memberships will not be available to in state or out-or state residents for certain
benefits, limited to, year-end awards, futurity programs, voting benefits, office holding privileges. (Specify)

Article III APA Officers, PHBA Directors, Elections

Section 1 - Officers:

                The APA Executive Committee shall be the following officers: President, President-elect,
 ________ Vice- President(s), Secretary, and Treasurer, who shall be elected by the members of the APA.  
Officers may be nominated from the floor at the yearly membership meeting and the officers shall serve 
for a period of one year and until their successors are elected. 

Section 2- Duties and Power of the Officers:

President:  The President shall be the chief executive officer of the APA and shall have general direction 
and charge of the conduct and operation of the APA, subject to the authority of the Board of Directors.  
The President shall have the authority to execute all documents of every nature on the APA’S behalf, 
and shall see that all directives and resolutions of the board of directors are carried into effect.  
She/He shall preside as chairman at all meetings of the members and of the Board of Directors 

President-Elect:  The President-Elect shall perform the duties of the President in case of absence or 
incapacity of the President.  The President-Elect will move into the position of President the following year. 
 If for any reason the President-Elect becomes the acting President to complete the term of office for the 
President, the President-Elect’s term as President shall not be accelerated. 

Vice president(s): In the absence or inability to act of the President, or President-Elect, the Vice 
President(s), in the order of their designation, shall perform the duties of the President.  They shall 
perform such duties as may be assigned by the President or Board of Directors. 

Secretary:  The Secretary shall be directly responsible to the President for the operation and management 
of the business of office.  The Secretary shall keep a record of the minutes of the APA meetings, state and 
federal government documents, or any other reports that may be required, and conduct the correspondence 
of the APA.  The Secretary shall give notice of all regular and special meetings to the members of the APA, 
Board of Directors, or Executive Board.  The Secretary shall keep a record of all the members and their 
addresses. 

Treasurer:  The Treasurer shall collect, hold and disburse, under the direction of the APA Board of Directors, 
all monies of the APA, keep books or accounts, submit a statement of accounts at regular meetings, exhibit a 
full account of receipts and disbursements during the past fiscal year and file all required local, state, and
federal tax reports.  The Treasurer shall prepare an annual budget, and have the records audited 
annually by a third-party disinterested person. 

Secretary/Treasurer:  The Secretary/Treasurer office may be combined into one office if desired by the APA 
membership. 

Section 3 -PHBA National and PHBA Alternate National Directors:

                At the annual meeting there shall be PHBA National Directors and an equal number of 
PHBA Alternate National Directors elected to represent this APA at PHBA meetings.  Each National 
Director and Alternate National Director shall be a member of PHBA and this APA.  PHBA National 
directors and PHBA Alternate National directors shall be nominated from the floor at the yearly 
membership meeting and the officers shall serve for a period of one (1) year and until their 
successors are elected and qualified. 

Section 4:

                The term of office shall begin January 1 of each year and end December 31st or until 
their successors are elected.

Section 5 - Vacancies:

                A Vacancy in the Executive Committee or the Board of Directors shall be filled at a regular 
meeting.  A member shall hold office for the un-expired term of his predecessor or until his successor
is elected, except for the office of President where the President-Elect shall be acting President for the 
balance of the President’s term.

Section 6 - Fidelity Bond:

                All officers or members of the APA, who may be handling any of the funds of the APA, 
shall be bonded at the expense of the APA for the faithful discharge of his/her duties.

Article IV APA Board of Directors

Section 1- Power of the Board of Directors:

                The business and property of the club shall be managed and controlled by the board of 
directors and the Executive Board hereinafter created and empowered.  Members of the Board of 
Directors and the Executive Board may succeed themselves in office but each person must be elected 
and re-elected individually, except for the President and President-Elect.

Section 2 - Number of APA directors:

                The Board of Directors shall consist of ______________members who are regular 
members of the APA and PHBA.

Section 3 – Officers of the APA:

                The President, in the absence of the President; the President-Elect then the Vice 
President’s shall serve as Chairman of the Board, voting only to break a tie.  The Secretary 
of the APA shall serve as Secretary of the Board.  If the Secretary is unavailable for the meeting, 
the Chairman shall appoint an acting Secretary for that meeting.

Section 4 - Term of Office:

                The Board of Directors shall serve for __________ year(s) beginning January 1 
following their election or until their successors are elected.

Section 5:

                The Board of Directors shall make no financial commitments extending beyond their term 
of office or leave a deficit to be assumed by successors, except in contractual obligations deemed 
fiscally in the best interest of the APA, i.e. show grounds, judges, etc.

Article V Executive Committee

Section 1:

                Executive Committee shall consist of the President, President Elect, Immediate Past 
President, ______________ Vice Presidents, Secretary and Treasurer of the Association.  This 
committee shall serve as the hearing committee for all disciplinary actions and shall also serve 
as a planning committee to allow for a smoother flow of business and goals between incoming a
nd outgoing Presidents.  Recommendations from the Executive Committee shall be brought before 
the Board of Directors for final review and approval.

Article VI Committees

Section 1:

                The Standing Committees: The President shall submit to the Board of Directors, for 
confirmation of appointments, the following committees: (suggested committees but not limited to)

Awards 

 Budget & Finance 

Horse Shows 

Newsletter 

Section 2:

                Members of all standing committees shall be members of this APA.  The duties of all c
ommittees shall be such as may be delegated by the President and subject to the authority and 
approval of the Board of Directors.

Article VII Meetings

Section 1 - Notice of Meetings:  

                The Secretary shall give notice of the annual and/or regular meetings.  The notice shall be 
mailed, postage prepaid, to the last known address of each member in good standing of the APA 
at least ten (10) days prior to the meeting, stating time, date and location thereof. Meeting notices 
are authorized to be called by the ___________ or the _____________ officers or upon a petition 
signed by 20 or more APA regular members.

Section 2 - Special Meetings:

                The Secretary shall give notice of special meetings.  The notice shall be mailed, postage 
prepaid, to the last known address of each member in good standing of the APA at least five (5) days 
prior to the meeting, stating time, date and location thereof.  Notice of each special meeting shall 
briefly indicate the subjects or matters of discussion.  Special meetings shall be called by the President, 
or, in his/her absence, a majority of the Executive Board.

Section 3 - Quorum:

                The members present at any properly called meeting shall be deemed a quorum for 
that meeting.

Section 4 - Voting Privileges:

                For all voting purposes, only one vote is allotted to each membership and two votes for a joint 
membership.  For the annual meeting, each member whose dues were paid on or before ninety- days (90) 
of the meeting or sixty-days (60) prior to a special meeting may vote.

Article VIII Amendments

Section 1. 

Final and ultimate authority rests with the members of the APA. Amendments may be made to these 
By-Laws upon approval of a majority vote of the members of the APA and the approval of the PHBA 
Board of Directors, providing such amendment (s) have been furnished in writing to the members a 
minimum of fifteen-days (15) prior to such meeting.  

Article IX Rules

Section 1.

The Board of Directors and/or the Executive Committee is responsible for issuing rules for the APA, 
which are consistent with these By-Laws.  The rules, if any, shall be published and distributed to each 
new member of the APA and to existing members upon their request of same.

Article X Section 1.  

Robert's Rules of Order-Newly-Revised shall prevail wherever not otherwise provided herein.

Article XI Disciplinary Procedure

Section 1:

                The provisions for disciplinary procedure for PHBA General Rules shall be utilized for 
disciplining members of this APA.  Specifically Violations; Disciplinary Procedure; Suspension; 
General Notice Procedure; Attorney Fees; Litigation Agreement; where applicable the APA name 
will be in exchange for PHBA.

Section 2:

                Any person who shall accept the privileges extended by the APA, including participation 
in any activities shall be deemed to have given his/her consent of the provisions relating to disciplinary 
procedures and all other provisions of these By-Laws.

Section 3:

                This APA automatically suspends any person suspended by the PHBA.

Article XII Indemnification

Section 1. 

Each director, officer, and committee person of said APA shall be indemnified by the APA 
against all costs, expenses, and liabilities reasonably incurred by him/her in connection with, or 
resulting from, any action, suit, or proceeding to which he/she may be make a party by reason of 
his/her being or having been a director, officer, or committee person of the APA, except in relation to 
matters which shall have been occasioned by the willful misconduct or dishonesty of such an officer, 
director or committee person.  The foregoing indemnification shall cover amounts paid in settlement of 
any such action, suit, proceeding when such settlement appears to be of the interest in the APA.  
The foregoing shall be in addition to any other rights to which such directors, officers, or committee 
person may be entitled as a matter of law.

Article XIII Sever ability

                If any section of any part of these By-Laws or the application thereof to any person or 
circumstance is held invalid, such invalidity shall not affect the other sections, parts, or applications 
of these By-Laws which can be given effect without the invalid section of any part, and to this the provisions 
of these By-Laws are sever able.

Article XIV Dissolution

                Upon the dissolution of the corporation, the Board of Directors shall, after paying or making 
provisions for the payment of all the liabilities of the corporation, dispose of all the assets of the corporation 
exclusively to such organization(s) organized and operated exclusively for agricultural purposes as shall at
the time qualify as exempt organization (s) under Section 501.c (5) of the Internal Revenue Code of 
1954 (or the corresponding provisions of any future US Internal Revenue Law), as the Board of directors 
shall determine.  The Palomino Horse Breeders of America, Inc. Scholarship Fund, Tulsa, OK is to be 
given the right of first refusal.