PHBA Board of Directors minutes

March 19, 2005

Lakeside hotel-new Orleans

New Orleans, LA

The meeting called to order by Dr Bill Taggart at 9:15 AM.

AQHA JUDGE SYSTEM

AQHA Director of Information Technology Billy Smith gave a power point presentation on the AQHA Judge Sure System application using PDAs and laptops.

PHBA YOUTH SCHOLARSHIP & EDUCATONAL FUND

In attendance were Lowanda McDowell, Louise “Lulu” Wilcox, Bob Henderson, Ashley Ahlfinger, Pat Proco, Scott Holanda, Gordon Bauer, Carol Brown, and MaryAnn Fielitz.

Bob Henderson moved to approve the minutes as read and was seconded by Gordon Bauer. Motion carried.

Bob Henderson made a motion to accept the treasurer’s report as read and seconded by Louise Wilcox. Motion carried.

In review of current scholarship recipients;

A motion was made and seconded to accept all requirements and criteria for the following applicants; Kelsey Guthrie, Jennifer Compton, Paul Bogart, Natalie Beaver, Lindsay Reinhardt, Samantha Davidson, Leslie Osborn, Kyle Anderson, and Mary Kaul. Motion carried.

A motion was made and seconded to not renew Matthew Haven’s Scholarship because requirements had not been met and to suggest reapplication providing required information as defined in the bylaws. Motion Carried.

Review Action of new scholarship applicants;

A motion was made and seconded for Savannah Wise and Lindsey Missel to reapply for the scholarship after meeting unfulfilled requirements. Motion Carried.

A motion was made and seconded to accept the application of Leeann McNally, Kathryn Mix, Jessica Blakewood, Sarah Corgill, and Krystle Daulton who met requirements for application. Motion Carried.

A motion was made and seconded to accept the application of Leeann McNally, Kathryn Mix, Jessica Blakewood, Sarah Corgill, and Krystle Daulton for scholarships. Motion Carried.

A motion was made and seconded to heighten our scholastic expectations, our initial increase in GPA criteria will move to a 2.75 GPA for new applicants in 2006 and to continue to address acceptance criteria for scholarship awards to ensure equitable and far distribution of available funds. Also, to further define ACT and SAT scores to match the National Standards by score. Motion Carried.

A motion was made and seconded for a plaque to be hung in the PHBA office where names can be added to Honor Outstanding Service for the Board of Visitors. The plaque will be titled “The Youth Scholarship Board of Visitors, In Honor of Outstanding Service”. Motion carried.

A motion was made and seconded to add Jim Narregan, Wanda Stephens, Cindy Chilton, Robert Meyers, OPEA, Ina Beck, and Marion Henderson to the Board of Visitors. Previous members and new members of this honorary position will be added to the plaque. Motion carried.

A motion was made and seconded for MaryAnn Fielitz to act upon getting the plaque made and it is understood that we will post the names on the web page and recognize them accordingly. Motion Carried.

A motion was made and seconded to accept the election of expiring term directors Proco, Proco, and Wilcox. Motion Carried.

Bob Henderson moved to elect Scott Holanda as Chairman and was seconded by Mary Ann Fielitz. Motion Carried.

Motion made by Louise Wilcox to regretfully accept Carol Brown’s resignation, seconded by MaryAnn Fielitz. Motion Carried Regretfully

Bob Henderson moved to elect Pat Proco as the Treasurer, seconded by MaryAnn Fielitz. Motion Carried.

Louise Wilcox moved to elect Ashley Ahlfinger as Secretary, seconded by Lowanda McDowell. Motion carried.

MaryAnn Fielitz moved to elect Bob Henderson as Vice President, seconded by Louise Wilcox. Motion carried.

Bob Henderson moved to accept Heather Williams to fill the position vacated as a result of Carol Brown’s resignation, seconded by Louise Wilcox. Accepted by acclimation.

Following a significant internal review it was determined that an audit would not be necessary at this time motion made and seconded. Motion Carried.

Louise Wilcox made a motion to have a “Womanless Beauty Pageant” involving the Past Presidents and any others we think might be good candidates. This will be a highly decorated fundraiser for the YS & EF. Lowanda McDowell seconded the motion. Motion Carried.

Raising money to complete the Bob Barnet Designer Scholarship fund was discussed. Pat Proco moved to have a pledge collection to be passed around Saturday morning to help raise funds. Scott Holanda seconded motion. Motion carried.

T Krehbiel reported that last year the YS & E F developed “Designer Scholarships”.  The first one that we hope to complete is the Bob Barnett Scholarship.  OPEA made a significant donation in his name.  Barnett was a wonderful member of OPEA and PHBA.  He was a 24kt gold person.  Krehbiel would like to see each APA to create a Designer Scholarship, which is relevant in to your part of the country.  Krehbiel asked the PHBA Youth Association members to stand. 

Ahlfinger reported that Bob Henderson had researched and suggested a vehicle for donations to the scholarship fund. The scholarship is a $5,000 dollar or larger amount with a single premium life insurance policy. The owner and beneficiary must be the PHBA Youth Scholarship & Educational Fund and the premiums are100% deductible.

T Krehbiel appointed a subcommittee, led by MaryAnn Fielitz, to raise funds selling apparel. The subcommittee will be designing a logo specific to the Youth Scholarship & Educational Fund. Other committee members appointed were Louise Wilcox, Lowanda McDowell, Heather Williams and Pat Proco. 

Wilcox indicated that the bags would now be passed around.

Board of directors meeting

National Board of Directors meeting was called to order by President Dr Bill Taggart.  Taggart introduced the court reporter.  Taggart provided guidelines for speaking.  Taggart introduced the PHBA Executive Board.  Myra Meyers Parliamentarian. 

Quorum

A Quorum is met with 133 National Directors and 13 Past Presidents.

GENERAL MANAGERS REPORT

Chilton introduced herself and gave a report on the year’s activities

.

March Board of directors meeting minutes

J B Stewart moved to approve minutes as distributed and printed. E Jayjohn seconded the motion.  The motion was approved unanimously.

January special board of directors meeting minutes

Rea moved to accept as distributed. Herrmann seconded the motion and printed.  The motion was approved unanimously.

Treasurer’s report

D Guthrie reported that he was goal setter and that Ahlfinger set the bar high for all the reports to follow.  Guthrie indicated that the journal entries were not received prior to the balance sheet being distributed to the directors by the CPA.  A corrected balance sheet was distributed after the original was mailed.  The total cash and CDs is $327,625.  Fixed assets are $203,462.  Total is $547, 818.  Guthrie reported that the balance sheet is prepared on a cost bases.  The numbers are cash basis.  The fixed assets are the building and computer.  Guthrie wanted to relate that the numbers, for example, the cost of the building is on a cost basis.  The building and land is worth a lot more money but we don’t prepare a market-based value.  Guthrie indicated that he would be happy to answer any questions.  We had income of $1,002,834.  The expenses were $1,039,477.  That was reconciled with balance sheet.  We are launching a software system fundraiser that will give an improvement over the current software.  PHBA has $327,625 in the bank and that is a wonderful place to be at the start of the year.  Guthrie thanked them for their time. 

Wilcox reported that the PHBA Y S & E F raised $1272.  Of that amount $200 was donated to the Barnett Scholarship.  There are also some pledges.

Buresh reported that she and C Henderson had started this Computer software fund raising.  In the old days that membership were risk takers.  PHBA had one of the earliest computers of any breed associations.  The membership also took risks and raised money.  The EB has already raised $1000. 

T Krehbiel reported that Proco and Fielitz were responsible of verifying the count of National Directors.  We have 132 National Directors.  Taggart reported that there are 13 Past Presidents in addition to that number.

T Krehbiel moved to include the Treasurer’s Report in the Board of Directors minutes.  Jayjohn seconded the motion.  The motion was approved unanimously.

Finance & Management & Sponsorship Committee

F Holub reported that the Committee minutes were accepted as distributed.  Guthrie gave an overview of the financial statement and adjusting journal entries.  The Committee has indicated that they will put their concerns in writing to the accountant. It was requested that the CPA get back with Guthrie about these concerns.  There were concerns about accounting knowledge in the PHBA office.  It was mentioned that an independent accountant reviews the numbers and audit.  Ohler gave an overview of four accounting packages that were under consideration. Each Committee member was assigned responsibilities to attend other committee meetings.  It was recommended to secure and accountant to step up to the plate and accept responsibilities.  Funding needs for other define process of bookkeeping it being handled in regard to responsibility, execution, and the process in order to yield useful and accurate financial information. T May requested funding to purchase original artwork by Bill French which was estimated to cost between $2000-$3000.  The Committee recommended the purchase of the original French artwork.  D Nell requested $600 on behalf of the Show Management Ad Hoc Committee requested $600 for new Show Secretary handbooks.  The Committee recommended this be funded.  Race requested $240 on behalf of the Golden Trails and Recreational Riding Committee to purchase membership patches and certificates. The Committee recommended the funding of the Golden Trails programs.  L Baskerville on behalf of the World Horse Sale Committee requested $2000 for advertising.  It was recommended that this be funded.  The Committee recommended that the new accounting package and appropriate training by June 1.  It was recommended that a letter of concern be drafted with concerns.  The subcommittee was B Missel, D Nell, G Peay, V Marlow and F Holub. 

The letter is as follows.

“Based on the financial data and information that this Committee has received we find it woefully inaccurate.  Therefore we feel that it is impossible to do our jobs.  We received three different versions of the same financial reports for the 2005 Convention and none of them gave us the information that we need to make intelligent decisions.  It is our recommendation that analysis of need be completed as soon as possible.  This would include a review of financial statements and chart of account formats, software required, training needed, financial personnel requirements, a reasonable allocation of income and accurate financial statements on a timely basis.  We feel this process will provide PHBA long-term benefits in the following areas:  Cost reduction and expense minimization, timely decision making, trust and cooperation between members, office staff and PHBA Executive Board.  It is our intentions to offer our assistance.  The ultimate responsibility for the health and welfare of this organization’s lies with the staff and Executive Board of this organization.”

Holub felt that the deeper that he researched the more he was unable to reconcile.  PHBA has an extremely ancient financial package and a staff, which is limited.  PHBA is limited by our ability to spend time with our CPA.  Holub indicated that by the end of the week he was very optimist about the answers that he received to his questions.  He felt that is a great direction for PHBA.

T Krehbiel moved to approve to include the Committee report in the Board of Directors minutes.  J B Stewart seconded the motion.  The motion was approved unanimously.

Nominating committee

Executive Board elections

C Henderson reported that the Committee recommendation for President Elect is Chuck Creekmore.  C Henderson called for additional nominations three times.  B Henderson moved to close the nominations and accept the recommendation.  T Krehbiel seconded the motion.  The motion was approved unanimously.

C Henderson reported the recommendation for Vice President is Alda Buresh.  C Henderson called for additional nominations three times.  B Henderson moved to close the nominations and accept the recommendation.  Fielitz seconded the motion.  The motion was approved unanimously.

C Henderson reported the recommendation for Vice President is Jeff Ohler.  C Henderson called for additional nominations three times. T Krehbiel moved to close the nominations and accept the recommendation.  R Osborn seconded the motion.  The motion was approved unanimously.

C Henderson reported the recommendation for Secretary/Treasurer is Dutch Guthrie.  C Henderson called for additional nominations three times. B Henderson moved to close the nominations and accept the recommendation. Fielitz seconded the motion. The motion was approved unanimously.

Judges Committee elections

C Henderson reported the recommendation for Judge is J Benham Stewart.  C Henderson called for additional nominations three times. B Henderson moved to close the nominations and accept the recommendation. Fielitz seconded the motion. The motion was approved unanimously.

C Henderson reported the recommendation for Past President is C A Cofer.  C Henderson called for additional nominations three times. R Osborn moved to close the nominations and accept the recommendation. T Krehbiel seconded the motion. The motion was approved unanimously.

C Henderson reported the recommendation for Director is Gerald Kennedy.  C Henderson called for additional nominations three times. B Henderson moved to close the nominations and accept the recommendation. Fielitz seconded the motion. The motion was approved unanimously. 

Henderson reported the Committee had been opened up for members and National Directors to be considered for elected positions.  The Committee had 20 people interview.  It was felt that people are our strength and communication our weakness.

Long Range Planning and Reconstruction Task Force

C Henderson reported that the Executive Board had asked for the Nominating Committee to provide three names for this Task Force.  The Committee is furnishing the names of T Krehbiel, B Missel and L McDowell. 

Wilcox moved to include the Committee report in the Board of Directors minutes.  Schroeder seconded the motion.  The motion was approved unanimously.

Hall of Fame COMMITTEE

C Henderson reported that the Committee minutes were approved.  There were not any nominations at this time. 

Fielitz moved to include the Committee report into the Board of Director minutes. Osborn seconded the motion.  The motion was approved unanimously.

Bylaws & General Rules COMMITTEE

Herrmann reported that Bylaws are the only portion of the rulebook where the directors have complete control.  The minutes were approved as distributed. 

Article 3 Section 3 E National Directors, Persons not eligible to be National Directors

Any PHBA member may be elected as a National Director except employees of PHBA or anyone contracted with PHBA to provide professional services or goods. The only exceptions to this rule are PHBA members who are hired to work the PHBA World Shows.

Herrmann reported that this proposal failed in Committee.  Jayjohn moved to accept Committee action. Rea seconded the motion.  The motion was approved unanimously.

Article 5 Section 3. Special Meetings

Since there were so many versions a subcommittee was appointed to review the all proposals regarding this Bylaw.  The subcommittee was Rea, subcommittee chairperson, Proco, M Taggart and E Jayjohn. 

Article 5 Section 5. Quorum. A quorum shall be twenty-five (25) votes twenty-five (25%) percent of the National Directors, defined as follows: Each APA chartered shall be entitled to representation through their National Directors.

A. The maximum vote for any APA shall not exceed the number of national directors present, plus one (1) vote for the APA charter.

B. The membership for which such vote is cast shall be based on the PHBA records as of September 30th of the year preceding the meeting.

Herrmann read the Bylaw, which was recommended for approval as amended.  Rea moved to accept the Committee recommendation.  B Wallace seconded the motion.  The motion was approved unanimously.

Article 5 Section 8.  The right to vote is limited to the National Directors who are physically present at the time the vote is taken in a legally called meeting.

Herrmann read the Bylaw, which was recommended for approval as amended.  Jayjohn moved to accept the Committee recommendation.  Kuznik seconded the motion.  The motion was approved unanimously. 

Article 8 Section 2 President-Elect

B. The President-Elect is an ex-officio member of all committees.

Herrmann read the Bylaw which was recommended for approval.  Rea moved to approve the Bylaw proposal.  E Jayjohn seconded the motion.  The motion was approved unanimously.

Article 8 Section 4 Secretary Treasurer

This Bylaw change was sent to a subcommittee which was R Osborn subcommittee chairperson, Maulden, Rea, Jayjohn, Armstrong.  The Committee did amend all time frames to thirty (30) days.

Article 8 Section 5. Assistant Secretary.

Rea moved sent this to same subcommittee as above for review.

Article 8 Section 8. General Manager.

Add to the end of the job description the following: 

On the first day on the National Convention, the President, President Elect, Immediate Past President, Secretary/Treasurer, and both Vice Presidents of the Executive Board shall evaluate the General Manager based on the Duties and Responsibilities of the GM, (implemented in 2004), outlined in the EB Handbook. The GM will come to this evaluation with a written substantiation of how each responsibility was met the past year. This evaluation by the EB, including strengths and weaknesses with corrective recommendations, shall be in writing and review able, not copy able, by any National Director at the Convention and shall be entered into the EB Policy Book for review by the Board each year. Failure by the General Manager to substantially meet job duties and responsibilities can lead to termination of employment. Termination of the General Manager requires a majority vote of at least five of the nine Executive Board Members. After the conclusion of the ND Meeting at Convention, the newly elected President, President Elect, Immediate Past President, Secretary/Treasurer, and both Vice Presidents of the Executive Board shall meet with the GM to review duties, responsibilities, and expectations of the GM for the coming year. This review will be in writing and added to the EB Policy Book.

Herrmann reported that the Committee did not recommend this for inclusion in the Bylaws.  Rea moved to accept the Committee recommendations.  Kuznik second the motion.  The motion was approved unanimously.

Article 8 Section 10. Authority of the Executive Board. The Board of National Directors may authorize the Executive Board to conduct such phases of the business of PHBA as are not specifically reserved for the Board of National Directors by the By-Laws. This authority is renewed each year at the annual National Directors meeting by the officer elections, and may be redefined by the Board of National Directors at any time at the National Convention.

A. The Executive Board shall have general supervision of the affairs of PHBA and its other officers in the performance of their duties.

Herrmann reported that the Committee recommended the inclusion as written into the Bylaws.  Rea moved to accept the Committee actions.  Jayjohn seconded the motion.

The motion was approved unanimously.

Article 9 Section 7

Amending PHBA Bylaws must comply with federal and Oklahoma State laws in order to be included in the PHBA rulebook.

Herrmann reported the Committee approved this as submitted.  B Wallace moved to approve the Committee recommendation.  Seconded the motion.  The motion was approved unanimously. 

Art 13 Recall

Article 13 Recall

Section 1. Any member of the Executive Board or the General Manager may be removed from office with or without cause as herein provided. A recall petition(s) demanding the removal of such officer/general manager shall be submitted to the Executive Secretary of the Association. Such recall petition(s) shall be signed by at least twenty-five percent (25%) of the current members of the Board of Directors.

Section 2. Petition forms shall be provided to any Director requesting same following the filing of an affidavit by one or more Directors with the Executive Secretary stating the name of the Director or officer sought to be removed. The Executive Secretary shall record the name of the director to whom petition forms were issued, the date of such issuance and the number of forms issued, certifying on each form the date and the name of the director to whom it was issued.

Section 3. All forms comprising a recall petition shall be assembled and filed with the Executive Secretary within forty-five (45) days after the filing of the affidavit required in Section 2 above. The signature of the petitioners shall be properly notarized.

Section 4. In the event that the required number of properly verified signatures to said recall petition are not received by the Executive Secretary within forty-five (45) days of the affidavit filing required in Section 2, above, the Executive Secretary shall notify those directors having filed petitions that the recall petition was insufficient and that said insufficiency does not prejudice the filing of a new affidavit for the same purpose.

Section 5. Not more than five (5) days following determination by the Executive Secretary that the petition(s) received are sufficient, he shall notify in writing the officer/general manager whose removal is sought by such action. This notice shall be delivered in hand or shall be delivered by certified mail. If said officer/general manager does not render his resignation within seven (7) days of receipt of such notice, the Executive Secretary shall within fifteen (15) days of the aforesaid determination, direct and conduct an election by mail ballot of the Directors of the Association. Said balloting must be completed and returned to the Executive Secretary no less than fifteen (15) days after direction of same.

Section 6. The aforesaid ballots shall conform to the following requirements: With respect to each person whose removal is sought, the question shall be submitted, “Shall ____ be removed from the office of _____ by recall?” Immediately following each such question shall be printed in the ballot the two (2) propositions in the order set forth: For the recall of (name of person), and Against the recall of (name of person). Immediately to the left of the proposition shall be placed a square in which the Director by making a cross mark (X), may vote for either of such propositions.

Section 7. Should a majority of votes cast at a recall election be against the removal of the officer/general manager named on the ballot, such officer shall continue in office for the remainder of his term, subject to recall as before. However, no recall petition shall be filed against an officer within ninety (90) days after such recall petition has failed to remove him. If a majority of the votes cast at a recall election be for the removal, he shall be deemed removed from office.

Herrmann reported that the Committee did not recommend approval of this proposal.  Rea moved to accept the actions of the Committee.  Wallace seconded the motion.

The motion was approved unanimously.

General Rules

Rule 33 was recommend as written.

Article 8 Section 4 Secretary Treasurer

I. S/he shall post the official minutes of all Executive Board meeting on the PHBA website with thirty (30) days of each meeting and shall have them printed in the PHBA magazine at the first issue possible. Official minutes shall consist of the following:  All Executive Board minutes of their actions except those regarding personnel matters, potential or current litigation, disciplinary actions or hearings, CRC recommendations or contract negotiations.

J. S/he shall send all appropriate monthly financial reports and data to each Financial Management Committee member within thirty (30) days of the close of each month.

Herrmann read the Bylaws as amended which the Committee is recommending for approval.  E Jayjohn moved to accept the Committee’s wording of the Bylaw proposal.  B Wallace seconded the motion. The motion was accepted unanimously.

Article 8 Section 5. Assistant Secretary.

A. The Assistant Secretary will prepare the minutes of the Executive Board meeting for distribution in the Palomino Horses Magazine and/or the PHBA website which will contain Executive Board minutes of their actions except those regarding personnel matters, potential or current litigation, disciplinary actions or hearings, CRC recommendations or contract negotiations. 

1. The minutes shall be reviewed by legal prior.

2. The minutes shall be approved by the Executive Board prior to distribution

Herrmann read the Bylaw proposal as amended and recommended for approval.  E Jayjohn moved to accept the Committee recommendation.  Fielitz seconded the motion. 

The motion was approved unanimously. 

Article 5 Section 3. Special Meetings. Special Board of Directors meetings may be called by The PHBA President upon thirty (30) days written notice to PHBA or 

A. Submitted by Petition signed by twenty-five percent (25%) fifty five (55%) of the current National Directors, or

B. Petition signed by twenty-five percent (25%) of current PHBA members.

1. The petition shall contain the exact purpose(s) of the special meeting, which are urgent and require action by PHBA before the next scheduled national meeting.  Only business mentioned in the call of the special meeting can be transacted at such a special meeting.  If, at a special meeting it becomes urgent in an emergency to take action for which no notice was given, that action, to become legal must be ratified by PHBA at the next regularly scheduled national meeting.

2. For any special meeting called by petition, the Secretary/Treasurer shall authenticate compare the list of names and signatures with the current list of PHBA National Directors or PHBA members found on the petition.

C. Within fifteen (15) thirty (30) days after receiving said petition or written request from the PHBA President, PHBA shall mail written notice of such meeting to all members National and Alternate National Directors of the Board of Directors.

D. A list of the National Directors or PHBA members which signed the petition shall be placed in the Palomino Horses Magazine and/or the PHBA website and shall accompany the notice of the meeting.

E. Notice of the special meeting shall also appear in the Palomino Horses Magazine and/or the PHBA website providing no less than sixty (60) days notice of the date and location.

F. The President of PHBA shall select the location, time and date of the Special meeting. 

Article 5 Section 3

Herrmann read the Bylaw as amended for approval.  Kuznik moved to accept the Committee recommendation.  Eischens seconded the motion.  The motion was approved unanimously.

Standing Committees

41.5 Financial Management Committee

This rule was not recommended for approval. 

44. Standing Committees may include, but are not limited to, the following:

Motion made by Bill Taggart, Seconded by Howard Rea to accept as written.  Motion passed.

Amendments

Dennis McCall made a motion, seconded by Howard Rea to change "Marketing" to "Marketing and Public Relations".  Motion passed

Motion made by Howard Rea to remove Show Management Seminar and Training from the list of standing committees, allowing it to remain as an ad hoc committee, Seconded by Bill Tiger.  Motion passed.

 Motion made by Mimi Taggert to change "Public Policy" to "Animal Welfare and Public Policy."  Seconded by Dennis McCall.  Motion passed. 

Complaint Review Committee

76 A.

Motion made by Ron Larson, Seconded by Bill Taggart to accept as written.  Motion passed.

Amendments

Motion made by Valerie Marlow to add the wording suggested to 76 A. to also 86 A., Seconded by Howard Rea.  Motion passed. 

Rule 183

Motion made by Ron Larson, Seconded by BJ Schroeder to accept as written.  Motion passed. 

Jayjohn moved to accept the recommendations of the Committee on General Rules Schroeder second the motion. 

The motion was approved unanimously.

Article 5 Section 2. National Convention. The National Directors may vote on the National Convention three (3) years prior. The National Convention shall be held in Tulsa, OK.

Herrmann reported the Committee did not recommend for approval.  Rea moved to accept the Committee recommendations.  E Jayjohn seconded the motion.  The motion was approved unanimously.

Article 8 Section 4. Secretary/Treasurer. The Secretary/Treasurer shall be responsible for the financial business of PHBA under the direction of the Board of National Directors and the Executive Board.

K. Financial accounts must not exceed FICA limits in any one bank

Herrmann read the Bylaw as amended for approval.  Rea moved to accept the Committee recommendation as amended.   Schroeder seconded the motion.  The motion was approved unanimously.

Article 6 Section 1. Executive Board Meetings. The Executive Board shall meet at such times and places as the President may direct, or it may meet at the call of any five (5) of its members.

A. Adequate notice with an agenda (including time and location) shall be ten (10) days for any special meeting. For regular meetings, a ten (10) day or greater notice shall be mailed by the Secretary/Treasurer to all members of the Executive Board and any National Director who notifies the office they wish to receive this information.

D. Complete minutes of all executive board meeting shall be published on the official website not later than ten (10) working days from the date of the meeting.  The minutes should be in accordance to Roberts Rules of Order Newly Revised.

Herrmann reported that the Committee did not recommend this Bylaw proposal for inclusion.  E Jayjohn moved to approve the Committee recommendations.  Kuznik seconded the motion.  The motion was approved unanimously.

ARTICLE 14

Open Meetings Article

Section 1.  PHBA Policy.  It is the policy of PHBA that the Boards, Committees and subsidiary bodies of PHBA exist to aid in the conduct of the association’s business.  It is the intent of this Article that their actions be taken openly and that their deliberations be conducted openly.

Section 2.  Definitions.  “Meeting”, means any gathering of a majority of a quorum of the members of a PHBA Board, Committee of subsidiary body held for the purpose of discussing PHBA business.

Section 3.  Open Meeting.  All meetings of PHBA Boards, Committees, and subsidiary bodies shall be open to any PHBA member, wishing to attend, except that the Board, Committee or subsidiary body may close a portion of a meeting to PHBA members upon a majority vote of a quorum present, taken at a meeting open to the membership for which notice has been given according to the Constitution and By-Laws.

Section 4.  Closed Session Procedure.  A motion to close any portion of a meeting at a Board, Committee or subsidiary body meeting shall include a description of the reason for the closed session and shall be limited to the permissible closed session topics delineated in Section 5 of this Article.  The vote of each member of the Board, Committee or subsidiary body on the question of holding a portion of a meeting closed to the membership and a citation to the specific exception contained in Section 5 of the Article which authorizes the closing of a meeting to the membership shall be recorded and entered into the minutes of the meeting.

A. Only the topics specified in the motion to close under this Section may be considered and discussed during the closed portion of the meeting.

B. Nothing in this Section or in this Article shall be construed to require that any meeting or portion of a meeting be closed to the membership.  That decision based on the admissible topics for closed meeting listed in Section 5 is made by a majority vote of the quorum present.

C. No final action may be taken at a closed meeting.  All final action taken shall be in the open portion of the meeting and shall be preceded by an open recital of the nature of the matter being considered and such other information as would inform the membership of the business being conducted and recorded in the open meeting.

Section 5.  PHBA Meeting Open to the Membership - Exceptions.  All PHBA Board, Committee ands subsidiary body meetings shall be open except for the following:

A. Closed meeting sessions to consider collective bargaining matters between PHBA employees and the Association.

B. Closed meeting sessions held to discuss litigation when an action against, affecting, or on behalf of the PHBA has been filed and is pending, or when PHBA finds that such an action is probable or imminent, in which case the basis for the finding shall be recorded and entered into the minutes of the closed meeting

C. Closed meeting sessions to consider information regarding the appointment, employment, dismissal, or discipline or an employee, an officer, or Judge; or to hear testimony on a complaint lodged against an employee, an officer or Judge to determine its validity.

D.  Closed meeting sessions to consider and hear member disciplinary cases or for discussing matters relating to member disciplinary actions.

Section 6.  Meeting Notices.  All PHBA Boards, Committees and subsidiary bodies holding regular meetings shall give notice of the schedule of regular meetings to the membership at the beginning of each year following the national convention.  The notice shall state the regular dates, times, and places of such meetings.  Minimally the two accepted vehicles for giving notice are the Palomino Horse Magazine and the PHBA website (http//www.palominohba.com).

A. If a change is made in regular meeting dates advanced notice shall be given by utilizing the same two vehicles, if possible.  Additionally, all PHBA Boards, Committees and subsidiary bodies shall supply by US Mail, copies of the notice of its regular meetings, and of the notice of any special, emergency, rescheduled or reconvened meeting to any member that has filed an annual request at the PHBA National office for such notices.

Section 7.  Membership Access to Meetings Held Via Telecommunication.  When PHBA Boards, Committees, and subsidiary bodies find it necessary to conduct PHBA business meetings utilizing telephone conference calling, internet conferencing, of television conferencing, etc. they shall provide technical observational access to any member that has filed an annual request at the PHBA National Office for such access.

Section 8.  Written Minutes of Meetings. 

A. All PHBA Boards, Committees, and subsidiary bodies shall keep written minutes of all their meetings, whether open or closed.  Such minutes shall include, but not be limited to:

1. The date, time, and place of the meeting;

2. The members of the Board, Committee or subsidiary body recorded as either present or absent; and

3. A general description of all matters proposed, discussed or decided upon and a record of any vote taken.

B. The minutes of open meetings shall first be posted on the PHBA website upon approval of such minutes.

C. The minutes of closed meeting sessions shall be available and posted only after the Board, Committee, or subsidiary body determines that it is no longer necessary to protect the association’s interest or the privacy of an individual by keeping them confidential.  They shall annually meet to review minutes of all closed sessions.  At such meetings a determination shall be made and reported in open session that:

1. the need for confidentiality sill exists, or

2. that the closed session minutes or portions thereof no longer require confidential treatment and are open for membership inspection.

Section 9.  Noncompliance.  Willful disregard for the intent and purpose of this article shall be considered grounds for censure.  All actions knowingly taken in violation of this Article’s provisions will be considered null and void.

Herrmann reported that the Committee did not recommend this proposal for inclusions in the Bylaws.  Rea moved to accept the Committee recommendation.  Jayjohn seconded the motion.  Glassford reported as to why it was written based on discussion after the January 8 meeting.  He used the policy of the school board meetings.  There were 134 yeas and 9 nays.  Therefore the actions of the Committee were upheld not to include in the Bylaws.

Rule 31 B. The Executive Board cannot amend or change any registration, general rules or bylaws that have been passed by a unanimous vote of the national directors.

Herrmann reported that the Committee did not recommend this General Rule to be included in the Rulebook. 

Jayjohn moved to suspend Rule 26A to consider a vote on this rule.  Rea second the motion.  Taggart explained that the Rulebook does not address the handling of rules, which are not published by the Board of Directors.  The motion was approved unanimously.

Jayjohn moved to accept the Committee action.  Rea second the motion.  Herrmann reported that the Committee felt that we support the Executive Board who we voted on to handle our business.  Communication would need to be improved.  There were 135 yeas and 10 nays.  The Committee recommendation not to include in the Rulebook was upheld.

APA BY-LAWS

New York

Motion made by Bev Armstrong, seconded by Howard Rea to accept pending the APA addresses the following deficiencies.  Motion passed.

Article XIII  Sever ability

Ohio

Motion made by Carol Simmons, seconded BJ Schroeder by to accept as written.  Motion passed.

Illinois

Motion made by Mimi Taggart, seconded by BJ Schroeder to accept pending the APA addresses the following deficiencies.  Motion passed.

Wisconsin

Motion made by Bev Armstrong, seconded by Dennis McCall to accept pending the APA addresses the following deficiencies.  Motion passed.

The Bylaws Committee would like to suggest that all APA submit their By-Laws to PHBA electronically and publish on their respective APA website. 

B Henderson requested a clarification on the Bylaws about the President-Elect having voting privileges.  Taggart indicated that the Ex Officio member have voting privileges.  Henderson questioned the affect on the Judges Committee.  Henderson made a motion to amend the Bylaw.  Herrmann indicated that this could not be take up at this time.

Herrmann requested for email of the Bylaw and General Rules Committee members. 

Rea moved to include this report into the Board of Directors minutes.  Schroeder seconded the motion.  The motion was approved unanimously.

R Herrmann moved to include the Committee report into the Board of Director minutes.  T Krehbiel seconded the motion.  The motion was approved unanimously.

Taggart mentioned that privacy laws govern National Director information released.  Taggart asked those that might be interested in donating to the Software fund raising be

Guthrie reported that last night through the unselfishness of the members was earned $9,600.  The young people in front of us today are the palate for tomorrow.  We raised $4100 last night in Bob Barnett’s name.  It appears that someone will receive a

phba youth association report

K Guthrie reported that the July 2004 minutes were approved as read by K Herrmann.  P Puthoff read the Treasurer’s report, which was also approved. 

Rule 6002C  Chance Worth moved to accept, Suzie Carey seconded.  Rule passed.

Rule 6231A  Jessica Holub moved to accept, Chance Worth seconded.  Rule passed.

Rule 6235 Pasely Puthoff moved to accept, Lindsey Missel seconded.  Rule passed.

Rule 6235b Suzie Carey moved to accept, Lindsey Missel seconded.  Rule passed.

Rule 6256a Jessica Holub moved to accept, Pasely Puthoff seconded.  Rule passed.

Rule 6258b Suzie moved to accept, Chance Worth seconded.  Rule passed.

Rule 6258d Suzie Carey moved to accept, Chance Worth seconded.  Rule passed.

Rule 7153-7155 to remove the King and Queen contest from the rulebook.  Natalie Craun moved to accept, Kelsey Hermann seconded.

Rule 1648- Lindsey Missel moved to pass the rule change, with the amendment that there is to be a four obstacle minimum in the 5-9 Trail, but it is to be judged the same.  Suzie Carey seconded.  Rule passed.

Rule 7086- Jessica Holub moved to accept, Lindsey Missel seconded.

There was much discussion of the Youth World Show schedule.  The Youth proposed to OPEA that schedule changes be made so that the Trail and Ranch Horse are not running concurrently. 

Pasely Puthoff moved to disregard the tabled discussion of Youth Qualifying points.  Lindsey Missel seconded.

H Williams moved to include the PHBA Youth Association report into the Board of Director minutes.  May seconded the motion.  The motion was approved unanimously. 

YOUTH COMMITTEE

H. Williams reported that she had the privilege of working on the Youth Committee and the OPEA Youth World Show Coordinator.  She is working with Sam Westfall and Robert Meyers who are Co Vice Chairpersons.  She indicated that there are three things that she looks for in a world show. Structure, glamorous, fun.  Help, Financially letter has been sent, Volunteers, help, there will be a kick off bash for the Youth World Show, stick horse race, pizza party, and appreciation booth for parents, Powder Puff Horsemanship.  This will benefit the youth.  We have confirmation from J Jordan, D May, S Tidwell, C Worth, B Linder, T Goble, J B Stewart, F Holub, S Holanda, S Tyrrell, B Taggart, B Missel, G Moore, T Wiens and T Furnish.  Two round trip tickets on Southwest Airline, auto detail, groom and trainer, which is a youth, Calcutta, celebrity of judges.  .  It was recommended that the Youth Dance be moved to an off-site spot, and also that it carries a different theme every year.  The dance will include the Executive Board and Amateur Executive Board.  She also asked opinions on prize changes, and having medallions rather than ribbons. 

Murphy moved to include the Committee report in the Board of Directors minutes.  Fielitz second the motion was approved.  The motion was approved unanimously. 

Youth World Show REPORT

Williams gave the summary of the 2004 Youth World Show. 

World Horse Sale Committee

L Baskerville Baskerville suggested that the sale be run as a business.  Get some nice horses at the sale; quality of horse will make the difference.  He reported that the minutes approved as read. PHBA World Sale History Sheets were addressed and discussion followed regarding financial history, purpose with long-range goals, and guidelines as set by the Executive Board for past and future procedures. Other items addressed were auctioneer, fees charged, pedigree announcer and ringmen.

Motion was made by Gordon Bauer to have Lester Baskerville contact a pedigree reader and negotiate a price.  Seconded by Brady Bedford. Motion to accept passed. Discussion followed concerning committee assignment for the sale.  Assignments are as follows: Ringmen: Terry Furnish, Delbert Johnson, Grey Peay, Steve Tidwell, and Darrel Whitman.  In Gate Person:  Brady Bedford.

Auctioneer: Gordon Bauer.  Gordon will also be responsible to contact consignors regarding information documented on the minimum bid sheet.

Back up Auctioneer: Terry Furnish and Delbert Johnson.

Check in Person, ticket runners, pooper-scooper, stall manager, cashier, and numbers person were all assigned.

Advertising concerns were addressed.  Committee feels a need for more advertising.  Also to include the website, PHBA magazine, Southern Horseman, QH Journal and using trade offs when every possible for this advertising.  Catalogs to be available in sufficient numbers and on timely basis.

Motion made by Delbert Johnson to secure Robin Glenn to add footnotes and secure $3000.00 more to fund advertising.  Terry Furnish seconded. Motion to accept, passed.

Motion was made by Mary Gohmann to place Denise Roese as the position of Sale Clerk.  Seconded by Terry Furnish. Motion to accept, passed.

Motion was made by Greg Peay to place Bill Price in the position of Tote Board Man.  Seconded by Brady Bedford.  Motion to accept passed.

Motion was made by Delbert Johnson to have a multi-horse discount added to the consignment form and implemented by 2005.  Greg Peay seconded.  Motion to accept, passed.

Motion was made by Terry Furnish to accept the change up fees for multi-horse consignors as offered.  Seconded by Delbert Johnson. Motion to accept, passed.

Fees as followed:

One Horse Consignment:

$100 by April 12^th (June and July Advertising)

$100 by May 12^th (July only advertising)

$125 by June 12^th (Catalog only)

$150 after June 12^th.

Two - Three Horse Consignment:

$90 Each by April 12^th (June and July Advertising)

$90 Each by May 12^th (July only Advertising)

$110 Each by June 12^th (Catalog only)

$125 Each after June 12^th.

Four or more Horse Consignment:

$75 Each by April 12^th (June and July Advertising)

$75 Each by May 12^th (July only Advertising)

$100 by June 12^th (Catalog only)

$115 after June 12^th.

Johnston moved to include the Committee report in the Board of Directors minutes.  Parker seconded the motion.  The motion was approved unanimously.

wORLD CHAMPIONSHIP HORSE SHOW COMMITTEE

May reported that the minutes were approved as distributed.  It was requested that all trail and ranch horse not be held concurrently with other trail and ranch horse classes for 2006 recommend for 2005.  The 2001 world show qualifying points were discussed.  Discussion about the buy in policy was discussed.  It resulted a motion to raise the fee to $1500, which was not approved.  A motion to remove qualifying points was defeated.  It was recommended to pool all the judges and pull 5 judges at random and drop the high and the low and average the remaining 3 judges scores.  It was recommended to line up all horses in order of placing under each judge for all classes.  It was recommended to have the class name and year on all world show ribbons.  It was recommended to hire a specified individual to announce the world show. 

Wilcox moved to include the Committee report into the Board of Directors minutes.  A Ahlfinger seconded the motion.  The motion was approved unanimously.

SHOW RULES COMMITTEES

E Jayjohn thanked C Goble who served as Committee Secretary.  Eric began by thanking the Committee members.  He thanked T Goble who served as Vice Chairperson.  Minutes from the 2004 Committee meeting were approved as read.

Rule 3046—Motion to accept made by Gail Craun and Seconded by Marlene Cowie.  Motion to accept proposed change passed.

Rule 3113—Janet Cook made a motion to reject this proposal and Marlene Cowie Seconded.  Considerable discussion took place.  The motion to reject the proposed point scale change passed.  (33 Ayes & 10 Nays)    

A sub-committee was appointed to study the proposals to change the point scale and report back to the Show Rules committee in 2006:  Subcommittee Chairperson is Ginny Baskerville.  Committee members are Fielitz, Cook, G R Stewart, Hoff, H Fleming, R Ready, A Nichols-Phelps, Rea, S Tyrell, M Cowie and Patria Maulden.

Motion by Bill Wallace to refer all proposed changes to the point scale to the sub-committee just created.  Seconded by Helen Fleming.  Motion passed.

Rule 3184—Howard Rea made a motion to accept the proposed change.  Seconded by Jeannie Young.  Motion to accept the proposed change passed. (Reconsidered in Session 2)

Rule 3301-J  - Barbara Osborne made a motion to accept the proposed change.  Seconded by Martha Hoff.  Discussion ensued.  Motion to accept failed.  Then a motion was made by Howard Rea to reject the proposed change.  Seconded by Bill Wallace.  Motion to reject the proposed change passed.

Rule 3310-C—Motion to accept proposed change by Helen Fleming, seconded by Howard Rea.  Motion to accept change passed.

Rule 3315-B.1. Romal—Motion by Howard Rea to accept the proposed change, replacing the EXCEPTION language.  Seconded by Mary Ann Fielitz.  Motion to accept passed.

Rule 3351—Motion to accept proposed changes by Howard Rea, and seconded by Mary Ann Fielitz.  Motion passed.

Rule 3353-C—Motion to accept proposed changes by Howard Rea, and seconded by Wayne Seppelt.  Motion passed.

Rule 3353-D—Motion to accept proposed changes by Howard Rea, and seconded by Patti McElroy.  Motion to accept failed.  Then a motion was made to reject the proposed change by Bill Wallace, seconded by Dawn Frye.  Motion to reject passed. (23 ayes, and 7 nays)

Rule 3374. Hunter In Hand—Motion to accept the proposed new class by Dawn Frye, and seconded by Bill Wallace.  Discussion ensued.  Motion to table until session 2 was made by Mary Ann Fielitz, seconded by Amanda Viator.  Motion to table passed.

Motion to adjourn by Lynda Jayjohn, seconded by Ginny Baskerville.  Motion passed. 

A motion was made to Take From the Table the proposed new Rule 3374. Hunter In Hand by Jeannie Young and seconded by Gene Ray Stewart.  Motion to Take from the Table passed.  Mr. Jayjohn asked Jeannie Young to provide the committee with a little bit of history on this class.  Much discussion ensued.  Motion to accept 3374 failed. (14 ayes, and 15 nays)

Rule 3414—Motion made by Bill Wallace to accept proposed change, seconded by Gene Ray Stewart.  Motion to accept passed.

Rules 3441 & Rule 3446 – A thru J—Motion to reject proposed changes by Scott Tyrell, seconded by Terry Goble.  Discussion ensued.  Motion and second were withdrawn. 

Rule 3441—Motion by Doug May to accept proposed change, seconded by Scott Tyrell.  Motion to accept passed.

Rule 3446-A thru J—Motion to accept the proposed changes with the amendment of deleting 3446-J (including J-1 & J-2) by Doug May and seconded by Scott Tyrell. Motion to accept with the deletions passed.

Rules 3465-A, 3465-B, 3466-B, 3468, 3470, and 3470-A, B, & C.  Motion was made by Doug May to accept all these proposed changes.  Second by Scott Tyrrell.  Motion to accept proposed changes passed.

Rules 3476-D & 3486-G—Motion to accept these proposed changes by Scott Tyrrell, and seconded by Amanda Viator.  Motion to accept passed.