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Bylaws


BYLAWS OF THE
GYPSY HORSE ASSOCIATION, INC.
A VERMONT NONPROFIT CORPORATION
             

These Bylaws constitute the code of rules adopted by the Gypsy Horse Association for the regulation and management of its affairs. As a nonprofit corporation, the organization shall carry out such purposes as described in Section 501(C)5 of the Internal Revenue Code and Title 11B: Nonprofit Corporations of the State of Vermont.

 

ARTICLE I
NAME

The name of the nonprofit corporation shall be the Gypsy Horse Association, Inc., and it shall be referred to herein as the “Corporation,” the “Association,” or the “GHA.”

 

ARTICLE II
PURPOSE

The primary purpose for which the Corporation was formed is the preservation, promotion, propagation, and registration of horses of a specific breed originally and presently bred by the Romany people of the British Isles.  This horse has been known by a number of names, Proper Cob, Gypsy Cob, Coloured Cob, Irish Cob, Tinker Horse, and most recently, Gypsy Vanner.  The Association will refer to this horse as the Gypsy Horse but will be accepting and non-discriminating of the other names by which this horse is called.

In addition, the Corporation also exists for the following specific functions:

  1. To maintain, operate, promote, and support effective registry record keeping functions.
  2. To maintain, protect, and document the heritage of the Gypsy Horse and implement any and all necessary rules and procedures to accomplish this end.
  3. To aid and encourage the breeding, exhibition, and perpetuation of the Gypsy Horse by coordinating and encouraging the participation of Gypsy Horses in open competition events, activities, and multiple discipline competitions, including recreation.
  4. To devise and promulgate horse show and other activity rules, regulations, and standards and to provide for the education and licensing of judges and officials necessary for events and activities.
  5. To promote, educate, and stimulate popular interest in the outstanding qualities of the Gypsy Horse.
  6. To provide of their breeding, genetics, and husbandry.  To do so, the organization will publish and disseminate useful information and provide activities to assist and encourage the development and maintenance of the highest quality of Gypsy Horse.
  7. To coordinate, encourage, assist with, and conduct exhibits and demos for the purpose of demonstrating and promoting the outstanding performance, beauty, and gentle demeanor of the Gypsy Horse.
  8. To provide guidance and engage in fund raising activities to further the purposes of the organization.
  9. To aid, foster, and promote the preservation and use of the Gypsy Horse and engage in activities and undertakings incidental to this objective.

The Association will exercise all the powers and duties set forth in these Bylaws and in the Articles of Incorporation and will have and exercise any and all powers, rights, and privileges which a corporation organized under Vermont Nonprofit Title 11B may now or hereafter have or exercise.  The Association is organized pursuant to the laws of the State of Vermont Nonprofit Title 11B and is organized for nonprofit purposes only.  All purposes and activities of the “Corporation” will be in accordance with those described in Section 501(C)5 of the Internal Revenue Code.

 

ARTICLE III
MEMBERSHP

Section 1.  Membership Categories

In the membership categories defined below, an “adult” membership category is restricted to persons 18 years or older. A “youth” category is restricted to persons less than 18 years of age.

General Member. A General Member of the Gypsy Horse Association is an adult membership class. A General Member becomes such by paying, on an annual basis, such dues as set forth by the Gypsy Horse Association for this membership category. A General Member is entitled to one (1) vote in such elections as Article III, Section 8, and Articles IV, V, and VIII below define as being ones in which a General, Founding Lifetime, or Lifetime Member is entitled to vote. In addition, a General Member may hold any and all offices in the organization, including a seat on the Board of Directors, except where holding any combination of offices violates the Bylaws of the Gypsy Horse Association as set forth herein, any law of the State of Vermont, or any federal law. 

Associate Member. An Associate Member of the Gypsy Horse Association is an adult membership class. An Associate Member becomes such by paying, on an annual basis, such dues as set forth by the Gypsy Horse Association for this membership category. An Associate Member is not entitled to vote in any election held by the Gypsy Horse Association nor is an Associate Member allowed to hold any office in the Gypsy Horse Association.

Youth Member. A Youth Member is a youth membership class of the Gypsy Horse Association. A Youth Member becomes such by paying, on an annual basis, at any time on or before his or her 18th birthday such dues as set forth by the Gypsy Horse Association for this membership category. A Youth Member is not entitled to vote in any election held by the Gypsy Horse Association nor is a Youth Member allowed to hold any office in the Gypsy Horse Association.

Founding Lifetime Member. A Founding Lifetime Member is an adult membership class. A Founding Lifetime Member becomes such by paying a onetime fee to be determined by the initial Board of Directors and to be paid not later than a date to be determined by the initial Board of Directors. A Founding Lifetime Member is also required to pay a $10 maintenance fee annually beginning January 1, 2015, and due on April 1st of that and each year thereafter.  A Founding Lifetime Member is entitled to one (1) vote in such elections as Article III, Section 8, and Articles IV, V, and VIII below define as being ones in which General, Founding Lifetime, and Lifetime Members are entitled to vote. In addition, a Founding Lifetime Member may hold any and all offices in the organization, including a seat on the Board of Directors, except where holding any combination of offices violates the Bylaws of the Gypsy Horse Association as set forth herein, any law of the State of Vermont, or any federal law.

Lifetime Membership. A Lifetime Member is an adult membership class. A Lifetime Member becomes such by paying a onetime fee such as determined by the Gypsy Horse Association and is available beginning April 1, 2008.  A Lifetime Member is also required to pay a $10 maintenance fee annually beginning seven (7) years after the first January 1st in which the member assumed his or her Lifetime Membership. This maintenance fee is due on April 1st of that and each succeeding year. A Lifetime Member is entitled to one (1) vote in such elections as Article III, Section 8, and Articles IV, V, and VIII below define as being ones in which General, Founding Lifetime, and Lifetime Members are entitled to vote. In addition, a Lifetime Member may hold any and all offices in the organization, including a seat on the Board of Directors, except where holding any combination of offices violates the Bylaws of the Gypsy Horse Association as set forth herein, any law of the State of Vermont, or any federal law.

Section 2.  Dues

  1. Any change of dues of 10% or less per year for General, Associate, Youth, or Lifetime Memberships may be voted by the Board of Directors.
  2. Any change in dues over 10% per year for General, Associate, Youth, or Lifetime Memberships shall be recommended by the Board of Directors and voted upon by those classes of members entitled to vote as defined in Article III, Section 1 of these Bylaws.
  3. The membership year for General, Associate, General Family, and Youth will commence upon the postmarked or electronic transaction date of payment to the GHA and will expire on the last day of the anniversary month in the following year. Annual dues are payable before the end of the expiration month. Renewal paid any time prior to the expiration date will retain the same original expiration month. The member will lose all membership privileges on the expiration date if dues are not paid as of the expiration date.
  4. Any member delinquent in payment of dues by more than sixty (60) days will cease to be a member on the 61st day after the due date. 
  5. Any Founding Lifetime or Lifetime member delinquent in payment of the nominal annual maintenance fee when applicable will have their right to vote suspended as of the 61st day after the due date and until their fee is paid.
  6. A lapsed membership fee of $25.00 will be assessed for Delinquent dues paid after the 61st day after the due date.

Section 3.  Removal

Any member may be terminated, suspended or expelled from membership by a majority vote of the Board of Directors after appropriate notice and hearing for cause, including but not limited to the following:

  1. Violation of any provision of these Bylaws or any other rule or regulation adopted pursuant to these Bylaws.
  2. Any public action or conduct while representing the Association at shows, expos, or other organized events which may cause liability to the Association.

Removal Procedure shall be in accordance with 6.31 Termination; expulsion and suspension of Vermont Title 11B: Nonprofit Corporations.  

Section 4.  Resignation 

Any Member may resign by filing written resignation with the President.  A resignation does not relieve a member of an obligation to pay dues, assessments, or other charges accrued and unpaid.

Section 5.  Transfer of Membership

Membership in this Association is not transferable or assignable

Section 6.  Cessation of Property Interest 

All rights, title, and interest, both legal and equitable, of a Member in and to any property of the Association ceases in the event of any of the following:  (1) expulsion or termination of Membership; (2) failure to pay dues owed to the Association; (3) resignation; or (4) death. 

Section 7.   List of Members
The Association shall maintain an up-to-date and accurate list of its members, including, but not limited to, membership category, name, and contact information.  Members are responsible for notifying the Gypsy Horse Association in writing of any change to their contact information.  The Gypsy Horse Association will not sell its membership list nor will it make public that member profile information (name, address, phone number, etc.) which any member has requested not be made public.  

Section 8.  Membership Voting Rights

Each Founding Lifetime, Lifetime, and General member in good standing shall be entitled to one (1) vote on each matter presented to the membership for vote. Matters presented to the membership for vote may be submitted to a vote at the Annual or a Special Membership meeting or on paper ballot via the USPS

Only Founding Lifetime, Lifetime, and General Members in good standing shall have the right to vote at the Annual Meeting of the members on those items specified in Section 9 below as well as to vote on such other issues as the Board may choose to bring before the members.

Section 9.  Membership Meetings

ANNUAL MEETING

There shall be an annual meeting of the members upon such date and time and at such place as the Board shall determine. Notice will be provided to the membership no less than ninety (90) days prior to the meeting and shall include the meeting’s location, date, and time.

Any member in good standing may attend the annual meeting. During the annual meeting, members eligible to vote shall have the right to vote on the following matters: 

1. Approval of any amendments to the Bylaws that may be proposed by the Board.

2. Any other matters the Board may choose to bring before the members.

3. Any amendments to the Bylaws, rules, or other matters of concern to the Association, may be proposed by the membership via petition signed by 30% of the membership eligible to vote at the time of the initiation of the petition and the petition having been presented to the Board of Directors via the President or Secretary no less that 60 days prior to the annual meeting. 

In addition to changes initiated by petition, members can propose matters to be addressed and voted upon at the Annual Meeting, provided such matters are submitted to the Board of Directors via the President or Secretary at least sixty (60) days prior to the Annual Meeting.  The Board will review any such requests and decide if such matters should be held for a vote at said Annual Meeting or if the matter should be tabled for more discussion and possibly an election by paper ballot to the entire membership.

  1. Annual Meeting Agenda - An agenda will be provided to the membership no less than 45 days prior to the annual meeting.  The agenda will be posted to the Association Website, by email and by US postal Mail, as necessary to ensure all members are notified.
  2. Proxy - Vote by proxy is allowed at the annual meeting as provided in Vermont Title 11B: Nonprofit Corporations.

Section 10.  Quorum and Voting

Each voting member in good standing shall have one (1) vote at any meeting of the members. With the exceptions of amending the Bylaws or of electing officers or members of the Board of Directors, a quorum at any meeting of the members shall consist of a majority of members eligible to vote. In all matters to be voted on at any meeting of the membership, except for the election of officers and directors of the Board of Directors and except for a vote to amend the Bylaws, a majority of the votes cast at a meeting at which a quorum is present, in person or via proxy, shall constitute the action of the members. 

Each voting member in good standing shall have one (1) vote in any paper ballot election held by the Association.  Except where the vote by paper ballot concerns amending the bylaws, a majority of votes cast by paper ballot shall constitute the action of the members. For amendment of the Bylaws, a quorum consists of two-thirds of the membership eligible to vote.

Section 11. Process of Election

Process of Board of Director Elections and Officers – Election of Directors and Officers for which the membership votes will be by paper ballot under the supervision of a CPA or Notary.  Return deadlines will clearly be indicated on each ballot.

The eligible voter’s list will be posted on the GHA website no less than fourteen (14) days before the ballot mailing date.

The candidates list will be announced on the GHA website no less than fourteen (14) days before the ballot mailing date.

The official eligible voter’s list will be provided to a CPA firm or notary public for validation of the return of ballots and the official count of returned the ballots. 

 

ARTICLE IV
BOARD OF DIRECTORS

Section 1.  Powers

There shall be a Board of Directors of the Corporation, which shall supervise and control the business, property, and affairs of the Corporation, except as otherwise provided by law, the Articles of Incorporation of the Corporation, or these Bylaws.  The powers of the Board include but are not limited to the fixing and collecting of fees, regulations regarding the maintenance of the stud book, registration, expenditures of money, keeping of books and records, establishment of standards and show rules,  incentive programs, exhibitions, auctions and Association social functions and all other activities relating to the general purposes of Gypsy Horse Association.

The rules and regulations governing the fees and registration policies and procedures will be established, approved, amended, repealed and enforced by the Board of Directors.  These rules and regulations will not be contrary to Vermont law or the Corporation Bylaws or the Corporation Articles of Incorporation.

Section 2.  Number and Qualifications

The members of the initial Board of Directors of the Corporation shall be those individuals named in the Articles of Incorporation and shall serve until their successors are elected and qualified. The Board of Directors of the Corporation shall be composed of no less than 4 and no more than 7 individuals.  The number of directors may be decreased, but no decrease shall have the effect of shortening the term of any incumbent director.   The number of directors may be increased by vote of the membership as set forth in Article VIII, Bylaws.

Section 3.  Election and Term of Office

Except for the members of the Founding Board of Directors, the Directors shall be elected by a majority of the membership.  Elected Directors on the Board shall serve for a term of two (2) years. An elected Director may succeed himself for one consecutive term.  After serving two consecutive terms, an elected Director must vacate his position for at least one year before seeking re-election to another term.  The time of expiration of any Board of Directors seat will be 12:00 Noon December 31st of the year such term is to expire.

Section 4.  Staggered Terms

For the purpose of establishing staggered terms the term for the Founding directors and the initial elected directors shall be as follows:

The founding directors will serve a term ending noon E.S.T. 12/31/2009. Those director seats will be up for election in 2009 and this initial term served as founding directors will be exempt from being counted in regards to determining the limit of two consecutive terms. 

The term for the three additional elected directors elected in 2008 will end noon EST 12/31/2010.

Section 5.  Resignation

Any Director may resign at any time by giving written notice to the President of the Corporation.  Such resignation shall take effect at the time specified therein, or if no time is specified, at the time of acceptance thereof as determined by the President of the Corporation.

Section 6.  Removal

Any Director may be removed by a majority vote of the Board of Directors after appropriate notice and hearing for cause, including but not limited to the following:

  1. Violation of any provision of these Bylaws or any other rule or regulation adopted pursuant to these Bylaws.
  2. Any public action or conduct while representing the Association at shows, expos, or other organized events which may cause liability to the Association. 

Removal Procedure shall be in accordance with 6.31 Termination; expulsion and suspension of Vermont Title 11B: Nonprofit Corporations.  

Section 7.   Vacancies

Vacancies shall be filled by majority vote of the remaining members of the Board of Directors for the unexpired term.

Section 8.  Regular Meetings

A regular annual meeting of the Board of Directors of the Corporation shall be held in the first month of the year, at such time, day and place as shall be designated by the Board of Directors.  Additionally, there will be bi-monthly regular Board of Directors meeting scheduled for the year, at such times and days to be determined by the Board of Directors.

Section 9.  Special Meetings

Special meetings of the Board of Directors may be called at the direction of the President or a majority of the voting Directors then in office, to be held at such time, day, and place as shall be designated in the notice of the meeting.  Special meetings of the Board of Directors may be held in person or by teleconference. Notice of meeting may be by U.S. mail or by email notification. 

Section 10.  Notice

Notice of the time, day, and place of any meeting of the Board of Directors shall be given at least 14 days previous to the meeting and in the manner set forth in Section 9, Article IV.  The purpose for which a special meeting is called shall be stated in the notice.  Any Director may waive notice of any meeting by a written statement executed either before or after the meeting.  Attendance and participation at a meeting without objection to notice shall also constitute a waiver of notice.  

Section 11.  Quorum

A majority of the Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 12.  Manner of Acting

Except as otherwise expressly required by law, the Articles of Incorporation of the Corporation, or these Bylaws, the affirmative vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors.  Each director shall have one vote.   Voting by proxy shall not be permitted.


Section 13.  Unanimous Written Consent in Lieu of a Meeting

The Board may take action without a meeting if written consent as to the action is signed by all of the Directors

Section 14.  Telephone Meeting

Any one or more directors may participate in the meeting of the Board of Directors by means of a conference telephone or similar telecommunications device, which allows all persons participating in the meeting to hear each other.  Participation by telephone shall be equivalent to presence in person at a meeting for the purposes of determining if a quorum is present.

Section 15.  Conflicts of Interest

  1. In the event that any Director has a conflict of interest that might properly limit such director’s fair and impartial participation in Board deliberations or decisions, such director shall inform the Board as to the circumstances of such conflict.  If those circumstances require the nonparticipation of the affected director, the Board may nonetheless request from the director any appropriate nonconfidential information which might inform its decisions.  “Conflict of interest”, as referred to herein, shall include but shall not be limited to, any transaction by or with the Corporation in which a director has a direct or indirect personal interest, or any transaction in which a director is unable to exercise impartial judgment or otherwise act in the best interests of the Corporation.

  2. No director shall cast a vote, nor take part in the final deliberation in any matter in which he or she, members of his or her immediate family or any organization to which such director has allegiance, has a personal interest that may be seen as competing with the interest of the Corporation.  Any director who believes he or she may have such a conflict of interest shall so notify the Board prior to deliberation on the matter in question, and the Board shall make the final determination as to whether any director has a conflict of interest in any matter.  The minutes of the Board meeting shall reflect disclosure of any conflict of interest and the recusal of the interested director.

Section 16.  Reliance on Reports

A Director in the discharge of duty imposed or power conferred on such Director, may rely in good faith and with ordinary care on information, opinions, reports, or statements concerning the Corporation or another person, that were prepared or presented by officers or employees of the Corporation, legal counsel, public accountants, or a committee of the Board of Directors of which the Director is not a member.

Section 17.  Appointments

The Board of Directors has the authority to appoint or hire for compensation, a Registrar for the Association to record and issue registration certificates. 

 

ARTICLE V
OFFICERS

Section 1.  Officers

The officers of the Corporation shall consist of a President, Vice President, Secretary, and a Treasurer.  The Corporation shall have other such assistant officers as the Board of Directors may deem necessary, and such officers as the Board of Directors may deem necessary, and such officers shall have the authority prescribed by the Board.  One person may hold more than one office, other than offices of President and Vice President and President and Secretary.

Section 2.  Election of Officers

The officers of the Corporation shall be elected by the voting members annually, by paper ballot to be mailed to the membership.  A majority of votes cast by those members eligible to vote shall constitute the action of the membership.

Section 3.  Term of Office

The officers of the Corporation shall take office as of the end of their predecessors’ terms, and shall hold officer for one year terminating at 12:00 noon EST on December 31st of the term year. Officers elected in 2008 shall hold office until 12:00 EST December 31, 2009. The time of expiration of any subsequent officer of the Corporation will be 12:00 Noon December 31st of the year such term is expiring.

Section 4.  Resignation

Any officer may resign at any time by giving written notice to the President  and/or Secretary of the Corporation.  Such resignation shall take place at the time specified in the notice, or if no time is specified, then immediately.

Section 5.  Removal

Any officer may be removed from office, with or without cause, by a majority vote of the voting members at any regular or special meeting of the members expressly for that purpose.  Any officer may be removed from office, with cause, by a majority vote of the Board of Directors.

Removal Procedure shall be in accordance with 6.31 Termination; expulsion and suspension of Vermont Title 11B: Nonprofit Corporations.  

Section 6.  Vacancies 

A vacancy in any office shall be filled by a majority of votes by the Board of Directors for the unexpired term.

Section 7.  President

The President shall give active direction and have control of the business and affairs of the Corporation.  He or she may sign contracts or other instruments which the Board of Directors has authorized to be executed and shall perform all duties incident to the office of President as may be prescribed by the Board of Directors. The President is entitled to one (1) vote for any matters upon which the Board of Directors sets forth for a vote at any meetings of the Board of Directors.

Section 8. Vice President

In the absence of the President, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.  In addition, the Vice President shall perform such duties as from time to time may be assigned to him or her by the President or by the Board of Directors.

Section 9.  Secretary

The Secretary shall keep the minutes of the meetings of the Board of Directors; see that all notices are duly given in accordance with the provisions of these Bylaws, ensure staff members keep corporate records; and in general perform all duties incident to the office of Secretary and such other duties as may be assigned by the Board of Directors.

Section 10.  Treasurer

The treasurer shall be responsible for and oversee all financial administration of the Corporation.  The treasurer shall ensure staff members properly receive and give receipts for moneys due and payable to the Corporation and deposit all such moneys in the name of the Corporation in appropriate banks, and in general perform all duties incident to the office of the Treasurer and such other duties as from time to time may be assigned to him or her by the Board of Directors.

Section 11.  Bonding

If requested by the Board of Directors, any person entrusted with the handling of funds or valuable property of the Corporation shall furnish, at the expense of the Corporation, a fidelity bond, approved by the Board of Directors.

 

ARTICLE VI
COMMITTEES

 Section 1.  Committees of Directors

The Board of Directors, by resolution adopted by a majority of the directors in office, may designate and appoint one or more committees, each consisting of two or more directors, which committees shall have and exercise the authority of the Board of Directors in the governance of the Corporation.  However, no committee shall have the authority to amend or repeal these Bylaws, elect or remove any officer or director, adopt a plan of merger, or authorize the voluntary dissolution of the Corporation.

Section 2.  Executive Committees and Task Force

The Board of Directors may create and appoint members to such other committees and task forces as they shall deem appropriate.  Such committees and task forces shall have the power and duties designated by the Board of Directors, and shall give advice and make non-binding recommendations to the Board. 

Section 3.  Term of Office

Each member of a committee shall serve for one year until the next annual meeting of the Board of Directors and until a successor is appointed, unless the committee is sooner dissolved.

Section 4.  Vacancies

Vacancies in the membership of committees may be filled by the President of the Board.

Section 5.   Rules

Each committee and task force may adopt its meetings not inconsistent with these Bylaws or with any rules adopted by the Board of Directors.

                                             
ARTICLE VII
INDEMNIFICATION

Unless otherwise prohibited by law, the Corporation shall indemnify any director or officer or any former director or officer, and may by resolution of the Board of Directors indemnify any employee, against any and all expenses and liabilities incurred by him or her in connection with any claim, action, suit, or proceeding to which he or she is made a party by reason of being a director, officer or employee.  However, there shall be no indemnification in relation to matters as to which he or she shall be adjudged to be guilty of a criminal offense or liable to the Corporation for damages arising out of his or her own gross negligence in the performance of a duty to the Corporation.

Amounts paid in indemnification of expenses and liabilities may include, but shall not be limited to, counsel fees and other fees; costs and disbursements; and judgments, fines, and penalties against, and amounts paid in settlement by, such director, officer, or employee.  The Corporation may advance expenses or, where appropriate, may itself undertake the defense of any director, officer or employee.  However, such director, officer, or employee shall repay such expenses if it should be ultimately determined that he or she is not entitled to indemnification under this Article.

 

ARTICLE VIII
BYLAWS

These Bylaws may be amended or new Bylaws adopted only upon the affirmative vote of two-thirds of all of the members entitled to vote.

 

ARTICLE IX
CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1.  Contracts

The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and or on behalf of the Corporation, and such authority may be general or confined to specific business.

Section 2.  Loans

No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors.  Such authority may be general or confined to specific instances.

Section 3.   Checks, Drafts or Orders

All checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as from time to time shall be determined by resolution of the Board of Directors.

Section 4.  Deposits

All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors shall select.

 

  ARTICLE X
BOOKS AND RECORDS

The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of it’s members, Board of Directors and committees having and exercising any of the authority of the Board of Directors, and shall keep at the principal office or in the care of a duly elected Officer of the Corporation, a record giving the names and addresses of the members entitled to vote.  All books and records of the Corporation may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time.

The Corporation shall maintain true and accurate financial records with full and complete entries made with respect to all financial transactions of the Corporation, including all income and expenditures, in accordance with generally accepted accounting practices (GAAP). 

 

          ARTICLE XI
          MISCELLANEOUS PROVISIONS

Section 1.  Fiscal Year

The fiscal year of the Corporation shall be the calendar year.

Section 2.  Notice

Whenever under the provisions of these Bylaws notice is required to be given to a director, officer, or committee member, such notice shall be given in writing by first-class mail or overnight delivery service with postage prepaid to such person at his or her address as it appears on the records of the Corporation.  Such notice shall be deemed to have been given when deposited in the mail or the delivery service. A recipient’s refusal to accept delivery of notice does not nullify the recipient’s having received notice. Notice may also be given orally by telephone or in person, facsimile, electronic mail, or hand delivery, and will be deemed given in accordance with Vermont statute Title 11B: Nonprofit corporation.

Section 3.  Principal Office

The Corporation’s principal office will be located at 228 Sullivan Lane, Robbins, NC.  The Corporation may have such other offices, as the Board of Directors may determine.  The Board of Directors may change the location of any office of the Corporation.

Section  4. Registered Office and Registered Agent

Until the Board of Directors otherwise determines, the registered office and registered agent of the Corporation, shall be the registered office and registered agent as stated in the Articles of Incorporation , but such registered office may be changed from time to time by the Board of Directors in the manner provided by law and need not be identical to the principal place of business of the Corporation.

Section 5.  Relation  to Articles of Incorporation

These Bylaws are subject to, and governed by, the Articles of Incorporation of the Corporation.

Certificate of Adoption of Bylaws

The undersigned hereby certifies that these Bylaws are the true and correct Bylaws of the Corporation voted upon and adopted by Action of the Founding Directors of The Gypsy Horse Association, executed to be effective as of May 14, 2008.

______________________________________
Mary Graybeal, Founding Director

______________________________________
Ella Cummings, Founding Director

______________________________________
Lynn Strauman, Founding Director

_______________________________________
Toni Tidwell, Founding Director