Article I – OBJECTS AND PURPOSES
1. The objects and purposes of the Thoroughbred Owners and Breeders Association, Inc. (the “Association”) are:
a. To improve Thoroughbred breeding and racing,
b. To gather and disseminate information which can be used to improve conditions, practices or methods employed in the breeding, raising, selling and racing of Thoroughbreds;
c. To investigate, report and eliminate in any lawful way all practices detrimental to the Thoroughbred industry;
d. To promote and maintain mutual understanding and respect between the public and Thoroughbred industry;
e. To advise with national, state and local governments on matters affecting the Thoroughbred industry; and
f. To assist, promote and encourage cooperative effort among Thoroughbred owners, breeders and others to achieve the foregoing objects and purposes.
2. For any purposes of the Association and not for pecuniary profit, the Association shall have the following powers:
a. To take, own, hold, deal in, mortgage and otherwise give liens against, and to lease, sell, exchange, transfer, or in any manner whatever, to dispose of real property, within or without the State of Delaware, wherever situated;
b. To build, purchase or obtain by devise, gift or otherwise, any and all real and personal property within or without the State of Delaware wherever situated.
c. To enter into, make and perform contracts of every kind for any lawful purpose;
d. Without limitation as to amount, to borrow or raise moneys, to draw, make, accept, endorse, discount, execute, pledge, issue, sell or otherwise dispose of promissory notes, drafts, bills of exchange, warranties, bonds, debentures and other instruments, whether negotiable or non-negotiable, transferable or non-transferable, and evidences of indebtedness, whether secured by mortgage or otherwise, either alone or jointly with any other person or corporation, or the whole or any other part of the property of the corporation to be acquired; to confer upon the holders of any of its obligations such power, rights and privileges as from time to time may be deemed advisable by the Board of Trustees; except as may be specifically prohibited by law, to lend money with or without collateral or other security;
e. To edit, print, publish and distribute any letters, bulletins, papers, periodicals or books, and to produce and disseminate by any other means of communication information of value to Thoroughbred owners and breeders;
f. To have one or more offices to conduct business, carry on its operations and promote its objects and purposes both within and without the State of Delaware and in other states of the United States without restrictions as to place or numbers; and
g. To do all and everything necessary and proper for the accomplishment of any of the purposes or the attainments of any of the objects or the furtherance of any of the powers hereinbefore set forth, and not for pecuniary profit, either alone or in association with other corporations, firms, or individuals, and to do every other act or acts, thing or things, incidental or appurtenant to or growing out of or connecting with the aforesaid objects or powers, or any part or parts thereof, provided the same be not inconsistent with the laws under which the Association is organized.
The enumeration herein of the objects and purposes of this Association shall be construed as powers as well as objects and purposes, and shall not be deemed to exclude by inference any powers, objects or purposes which this Association is empowered to exercise, whether expressly by force of the laws of the State of Delaware now or hereinafter in effect, or impliedly by the reasonable construction of said laws.
Article II - PRINCIPAL OFFICE
The principal office of the Association in the State of Delaware shall be located at 229 South State Street, in the City of Dover, County of Kent. The registered agent in charge thereof is the United States Corporation Company, Dover, Delaware 19901. The Association shall maintain an office in the Commonwealth of Kentucky and other states whose location shall be determined by the Board of Trustees. The Association shall conduct business at such other offices as the Trustees deem necessary from time to time.
Article III - MEMBERSHIP
1. Class of Members The membership of this Association shall consist of thoroughbred owners, breeders and others and shall be divided into the following classes: (a) Sponsor Members – consisting of those persons who have paid or subscribed to pay an initiation fee of One Thousand Dollars ($1,000.00) or such other amount as may be established from time to time by the Board of Trustees, and who shall be elected as Sponsor Members by the Board of Trustees. (b) Regular Members – consisting of those persons other than Sponsor Members who shall pay an initiation fee of Two Hundred Twenty Five Dollars ($225.00) or such other amount as may be established from time to time by the Board of Trustees. (c) State Association Members – consisting of state associations of owners and/or breeders. (d) Junior Members – consisting of those persons who have not reached the age of eighteen (18) and who are not Sponsor or Regular Members. Junior Members may not vote at annual or special meetings and shall not receive a subscription to The Blood-Horse magazine. (e) Family Members – consisting of married couples and families, not including Sponsor Members, who shall pay an initiation fee of Three Hundred Fifty Dollars ($350.00) or such other amount as may be established from time to time by the Board of Trustees. (f) Corporate Members – consisting of those legal entities, both foreign and domestic, which are registered as a corporation, and legally authorized to conduct business, which shall pay an initiation fee of Five Hundred Dollars ($500.00) or such other amount as may be established from time to time by the Board of Trustees. 2. Election of Members All Sponsor members shall be elected by the Board of Trustees at a regular or special meeting. An affirmative vote of a majority of the members of the Board of Trustees shall be required for election. 3. Annual Dues (a) Annual dues for each Sponsor and Regular shall be Two Hundred Twenty Five Dollars ($225.00) or such other amount as may be established from time to time by the Board of Trustees. (b) Annual dues for each Junior Member shall be Twenty-Five Dollars ($25.00) or such other amount as may be established from time to time by the Board of Trustees. 4. Transfer of Membership Membership in the Association shall be nontransferable. 5. Termination of Membership All rights, interest and duties of any member in the property, privileges and affairs of the Association shall cease with the termination of membership. Membership may be terminated in the following manner: (a) All members shall be sent three (3) monthly notices of dues owing and in the event a member has not paid within three months of said member’s annual date, such nonpaying member shall be notified that in the event his dues are not paid with fifteen (15) days, his membership shall be automatically terminated. The officers and executive committee may cancel any member’s subscription to “The Blood-Horse” magazine should that member fail to pay his dues three (3) months after the first notice of payment; (b) A membership may be suspended or canceled for violation of these bylaws or for such conduct as in the opinion of the Board of Trustees is deemed contrary to the purposes and objectives of this Association; provided, however, that before suspending or expelling a member from the Association, the Board of Trustees shall hear and consider the charges preferred against him and shall mail to him at least fifteen (15) days prior to such hearing a notice of the time and place of such hearing and the nature of such charges. A decision to suspend or expel a member shall require the vote of two-thirds (2/3) of the Board of Trustees, and such decision shall be final. In event of expulsion, the membership shall be forfeited to the Association and the member shall not be entitled to any refund of fees previously paid; or (c) Any member may resign from the Association by filing with the Secretary a written resignation. Such resignation shall be effective as to all committees on which such was serving; however such resignation shall not relieve such resigning member of the obligation to pay any fees or other charges theretofore accrued and unpaid. Any member so resigning shall not be entitled to any refund of fees previously paid. 6. Voting Rights (a) Each Sponsor, Regular and State Association Member shall have the right to cast one (1) vote, in person or by proxy, for each Trustee to be elected at the annual meeting and with respect to each matter submitted to the general membership for a vote on which each Sponsor, Regular and State Association Member is entitled to vote. Each State Association which is a State Association Member shall be entitled to one (1) vote. (b) Only Sponsor Members shall have the right to vote with respect to amendments of the Certificate of Incorporation or these bylaws. Such amendments may be adopted by a majority of Sponsor Members present, in person or by proxy, at any regular meeting or adjournment thereof, or at any special meeting; provided, however, the proposed modification, alteration, or amendment to said Certificate of Incorporation or these bylaws is set out in the notice for the meeting at which such proposed amendment is to be adopted. (c) Article VII, Section 5 (Publications Committee) and this Article III, Section 6(c) may be amended or repealed only upon the affirmative vote of two-thirds (2/3) of the Association’s Sponsor Members. Article IV – MEETINGS OF MEMBERS 1. Annual Meeting The annual meeting of the members shall be on a day and at a time designated by the Executive Committee and approved by a majority of the Board of Trustees for the purpose of transacting such business as may come before the meeting, and for the purpose of electing members of the Board of Trustees. Any business may be presented at an annual meeting, regardless of whether such business is referred to in the notice of the meeting. 2. Special Meetings Special meetings of the Sponsor Members may be called by the Chairman, President, by three (3) members of the Board of Trustees, or by twenty (20) of the Sponsor Members by filing a request for such a special meeting with the Secretary who shall thereupon promptly issue a call for a special meeting on a reasonable date in the future. Special meetings of Sponsor Members at which Regular Members and State Association Members are entitled to vote may also be called by thirty (30) of the Regular Members by filing a request for such a meeting with the Secretary who shall thereupon promptly issue a call for a special meeting on a reasonable date in the future. 3. Place of Meeting The Board of Trustees may designate any place, either within or without the State of Delaware, as the place of the meeting for any annual or special meeting. 4. Notice of Meetings Written or printed notice stating the place, day and hour of the meeting, and in the case of special meetings or when required by statute or by these bylaws, the purposes for which the meeting was called, shall be delivered not less than ten (10) nor more than forty-five (45) days before the date of the meeting, either personally or by mail, by or at the discretion of the Chairman, President or the Secretary, or the officer or persons calling the meeting to each Sponsor Member of record entitled to vote at such meeting. If mailed, such notices shall be deemed to be delivered when deposited in the United States Mail in a sealed envelope addressed to the Sponsor Member at the address as it appears on the records of the Association, with postage thereon prepaid. Notice of the annual meeting and all meetings at which Sponsor, Regular and State Association Members are entitled to vote shall also be sent to all such members. 5. Informal Actions by Sponsor Members Any action required to be taken at a meeting at which only the Sponsor Members are entitled to vote may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by two thirds (2/3) of the Sponsor Members entitled to vote with respect to the subject matter thereof. Prompt notice of action taken without a meeting shall be given to those members who have not so consented. 6. Quorum Thirty percent (30%) of the Sponsor Members represented in person or by proxy shall constitute a quorum at any meeting at which only the Sponsor Members are entitled to vote. For the annual meeting and Sponsor Member meetings at which Regular Members and State Association Members are entitled to vote, thirty percent (30%) of all members entitled to vote present, in person or by proxy, shall constitute a quorum for the transaction of business. If a quorum is not present at any meetings of members, a majority of those present may adjourn the meeting from time to time without further notice. The vote of a majority of the Sponsor Members present, in person or by proxy, shall decide any questions that may come before a meeting upon which only the Sponsor Members are entitled to vote. All other questions that may properly come before a meeting shall be decided by a majority of those members present, in person or by proxy, entitled to vote thereon. 7. Proxies At any meeting of Sponsor Members or at the annual meeting, any Sponsor or Regular Member or State Association Member entitled to vote may, either in person or by proxy, executed in writing by the member or its duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Association before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. A proxy may be given only to another member. 8. Election of Trustees Each member shall be entitled to vote, in person or by proxy, for the election of Trustees. Each member shall have the right to vote, in person or by proxy, for as many Trustees as there are to be elected. All elections for the Board of Trustees shall be decided by plurality vote. There shall be no cumulative voting.
Article V - BOARD OF TRUSTEES
1. Duties and Powers (a) The business and affairs of the Association shall be managed by its Board of Trustees. (b) The Board of Trustees shall elect the Sponsor Members of the Association and shall take cognizance of any infraction by the Sponsor Members of these bylaws, and the Association’s rules and regulations. (c) The Board of Trustees shall have the power to borrow money for the purposes of the Association, and to authorize the Chairman and the President or the President and a Vice President to execute for and on behalf of the Association and under the corporate seal of the Association, bonds, contracts, agreements and such other evidences of indebtedness and instruments in writing, as are allowed by the Delaware Corporation Act for non-profit corporations. (d) The Board of Trustees may purchase or lease or otherwise acquire real and personal property, and sell, lease or dispose of such property for corporate purposes and not for pecuniary profit. (e) The Board of Trustees shall, at each annual meeting and election of the Association, present a report to the members of the property, operations and affairs of the Association for the preceding year. (f) The powers and duties of the officers and committees, except as stated in these bylaws, may be defined by the Board of Trustees. 2. Number, Tenure and Qualifications (a) The number of members of the Board of Trustees shall not be less than twelve (12) nor more than fifty (50) members plus ex-officio members of the Board of Trustees. (b) Trustees shall hold office for a term of three (3) years or until their respective successors are elected and qualified. Commencing in 1997, no incumbent Trustee who has served two consecutive terms shall be eligible for nomination or election as a Trustee for at least one (1) year following the end of such second consecutive 3-year term, except that a trustee who is an officer of the Association shall be eligible to serve for three (3) consecutive terms and a Trustee who is Chairman of the Board shall be eligible to serve for four (4) consecutive terms. Such terms shall be staggered so that approximately one-third (1/3) of the Board shall be elected each year at the annual meeting. (c) Members of the Board of Trustees need not be residents of the State of Delaware. (d) Any Trustee who fails to attend three (3) consecutive meetings of the Board of Trustees shall automatically forfeit his or her position, unless said Trustee provides satisfactory explanation, such as illness or other pressing reason for absence. (e) The number of Sponsor Members elected to the Board of Trustees shall never be less than a majority of all Trustees. (f) The immediate past Chairman of the Board of Trustees, or, if there is no immediate past Chairman, then the immediate past President of the Association shall be an ex-officio member of the Board of Trustees. 3. Resignations Any Trustee, member of a committee, or officer of the Association may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the Chairman or Secretary. The acceptance of a resignation shall not be necessary to make it effective. 4. Vacancies If any vacancy occurs on the Board of Trustees, then the remaining Trustees, by a majority vote, may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until such Trustee’s successor shall have been elected and qualified. 5. Regular Meetings A regular meeting of the Board of Trustees may be held immediately after, and at the same place, as the annual meeting of members. The Board of Trustees may provide, by resolution, the time and place, either within or without the State of Delaware, for the holding of additional regular meetings without other notice than such resolution. 6. Special Meetings Special meetings of the Board of Trustees may be called by or at the request of the Chairman, President or any six (6) Trustees. The person or persons authorized to call special meetings of the Board of Trustees may fix any place, either within or without the State of Delaware, as the place for holding any special meeting of the Board of Trustees called by them. 7. Notice Notice of any special meeting of the Board of Trustees shall be given at least fifteen (15) days previously thereto by written notice delivered personally or sent by mail or telefax to each Trustee at his address as shown by the records of the Association. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail in a sealed envelope so addressed, with postage thereon prepaid. Any Trustee may waive notice of the meeting. The attendance of a Trustee at any meeting shall constitute a waiver of notice of such meeting, except where a trustee attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The purpose of any special meeting of the Board of Trustees shall be specified in the notice of such meeting. 8. Quorum One-third (1/3) of the Board of Trustees, provided however that such one-third (1/3) in no instance shall be less than two (2) Trustees, shall constitute a quorum for the transaction of business at any meeting of the Board of Trustees. If less than one-third (1/3) of the Trustees are present at any meeting, a majority of the Trustees present may adjourn the meeting from time to time without further notice. 9. Manner of Acting The act of a majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees except as otherwise provided by law or these bylaws. 10. Removal Any member of the Board of Trustees may be removed for cause by the vote of at least two-thirds (2/3) of the Sponsor Members, present in person or by proxy, at a special meeting of the Sponsor Members of the Association lawfully convened, provided such Trustee shall have been mailed a written notice, signed by the Secretary, of the charge preferred against him at least twenty (20) days before such meeting, and provided further that a statement of such charge shall have been mailed to each Sponsor Member of the Association at least ten (10) days prior to such meeting. Removal proceedings shall not be instituted unless charges are preferred against a Trustee signed by not less than five (5) Sponsor Members. 11. Compensation With the exception of the President of the Association, Trustees shall not receive any compensation for their services as Trustees or as members of committees, but by resolution of the Board of Trustees may be compensated for expenses incurred by them in attending regular or special meetings of the Board of Trustees or of committees; provided, however, that nothing herein contained shall be construed to preclude any Trustee from serving the Association in any other capacity and receiving compensation therefore and reimbursement for expenses incurred on behalf of the Association. 12. Written Informal Actions by Trustees Any Action required to be taken at a meeting of the Board of Trustees may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Trustees.
Article VI - OFFICERS
1. Officers From among the Trustees shall be elected a Chairman of the Board, one or more Vice Presidents (the number thereof to be determined by the Board of Trustees), a Treasurer, and a Secretary. The Board of Trustees, by resolution, may create the offices of one or more Assistant Treasurers and Assistant Secretaries, all of whom shall be elected by the Board of Trustees, and may be either members of the Board of Trustees or employed by the Association. No two or more offices may be held by the same person. 2. Election and Term of Office The officers of the Association may be elected annually by the Board of Trustees at the first meeting of the Board of Trustees held after each Annual Meeting. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as may be convenient. Vacancies may be filled or new offices created and filled at any meeting of the Board of Trustees. Each officer shall hold office until his successor shall have been duly elected and qualified or until his death, resignation or removal in the manner hereinafter provided. 3. Removal Any officer elected or appointed by the Board of Trustees may be removed by a two-thirds (2/3) vote of the Board of Trustees whenever in its judgment the best interest of the Association would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Removal proceedings shall be instituted by a petition signed by any two (2) Trustees specifying the charges against the officer involved. Said charges shall be mailed to the officer subject to removal at least twenty (20) days prior to the meeting of the Board of Trustees at which his removal is to be considered. The charged officer shall have an opportunity to be heard at such meeting. 4. Vacancies A vacancy in any office, because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Trustees for the unexpired portion of the term. 5. Chairman The Chairman shall preside at all meetings of the Board of Trustees and the Members. In the absence of the President, or in the event of his inability or refusal to act, the Chairman shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all restrictions upon the President. 6. President A President elected by the Board of Trustees and employed by the Association shall be the principal executive officer of the Association and shall in general supervise and control all its business and affairs. In the absence of the Chairman, the President shall preside at all meetings of the members and Board of Trustees. The President may sign with any other proper officer of the Association any deeds, mortgages, bonds, contracts, or other instruments which the Board of Trustees has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Trustees or by these bylaws to some other officer or agent of the Association, or shall be required by law to be otherwise signed or executed. In general, the President shall perform all duties incident to the office of the President and such other duties as may be prescribed by the Board of Trustees from time to time. 7. Vice Presidents In the absence of the President and the Chairman or in the event of their inability or refusal to act, the Vice President (in the event there be more than one Vice President, then the Vice President in the order of election) 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. Any Vice President shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Trustees. 8. Treasurer If required by the Board of Trustees, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Trustees shall determine. He shall have charge and custody of and be responsible for all funds and securities of the Association; receive and give receipts for moneys due and payable to the Association from any source whatsoever, and deposit all such moneys in the name of the Association in such banks, trust companies or other depositories as shall be selected by the Board of Trustees; the Treasurer shall in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Trustees. 9. Secretary The Secretary shall keep the minutes of the members and Board of Trustees meetings in one or more books provided for that purpose. The Secretary shall see that all notices are duly given in accordance with the provisions of these bylaws or as required by law. The Secretary shall also be custodian of the Association records and of the seal of the Association and see that the seal of the Association is affixed to all documents, the execution of which on behalf of the Association under its seal is duly authorized in accordance with the provisions of these bylaws. The Secretary shall keep a register of the current post office address of each member which shall be furnished to the Secretary by each member. He shall in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Trustees. 10. Assistant Treasurers and Assistant Secretaries The Assistant Treasurers shall, respectively, if required by the Board of Trustees, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Trustees shall determine. The Assistant Treasurers and Assistant Secretaries, in general, shall perform such duties as shall be assigned to them by the Treasurer or Secretary, respectively, or by the President or the Board of Trustees. 11. Salaries With the exception of the President, the officers of the Association shall perform their duties without salary except as to such officers for which the Board of Trustees shall specifically authorize the payment of a salary or of compensation.
Article VII - COMMITTEES
1. Committee Selection Except as to the Publications Committee, the Chairman, with the approval of the Board of Trustees, shall appoint such committees with such powers and duties as the Board shall deem appropriate for the better administration of the affairs of the Association and the advancement of its purposes. Except with respect to the Publications Committee, Executive Committee and the Graded Stakes Committee, the Chairman, with the approval of the Board of Trustees, shall select one (1) member of each committee to serve as Chairman of such committee, who shall also be a member of the Board of Trustees, and the other members of such committee may be chosen either from the Board of Trustees or the membership of the Association. 2. Term of Office Except as provided herein, each member of a committee shall continue as such until the next annual meeting of the Board of Trustees, unless the committee shall be sooner terminated by the Chairman, with the approval of the Board of Trustees, or unless such member be removed from such committee by the Chairman, with the approval of the Board of Trustees, or unless such member shall cease or be unable to serve as a member thereof. Excepting the Executive Committee, no member may serve on any one committee for a period of more than ten (10) consecutive years. A member’s eligibility to serve on any such committee is restored if such member does not serve on the committee for a period of one (1) year. 3. Quorum Unless otherwise provided in the resolution of the Board of Trustees approving the designation of a committee, a majority of the whole committee shall constitute a quorum, and the act of a majority of the members at a meeting at which a quorum is present, shall be the act of the Committee. 4. Executive Committee (a) The Board of Trustees shall elect from among its members an Executive Committee which shall include the following officers: Chairman, President, one Vice President, Secretary, Treasurer, Chairman of the Publications Committee, and two current State Trustees selected as provided in Article V, Section 2(g). The remaining positions of the Executive Committee will be selected annually by the Chairman and approved by the Board of Trustees. When the Board of Trustees is not in session, the Executive Committee shall have and may have to the extent permitted by law and, subject to the limitations set forth elsewhere in these bylaws and to such limitations as the Board of Trustees may by resolution prescribe, all the powers and authority of the Board of Trustees in the management of the affairs of the Association. (b) Notwithstanding the provisions in Article IV regarding notice, place, quorums, and proxies for meetings, the Executive Committee may participate in and make decisions at any meeting called on 48-hour written or telephonic notice to all members of said committee; provided that the meeting is conducted by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear and speak to each other at the same time. Participation in such a meeting of the Executive Committee via any such communications equipment shall constitute presence in the person at that meeting. 5. Publications Committee The Board of Trustees shall elect from among the Sponsor Members a Publications Committee consisting of five (5) Sponsor Members. The five Sponsor Members serving from time to time as the members of the Publications Committee shall also serve, during their tenure as members of the Board of Trustees of The Blood-Horse, Inc. (“The Blood-Horse”), a Kentucky non-profit corporation of which the Association is the sole member. As members of the Board of Trustees of The Blood-Horse, the members of the Publications Committee shall have the full management and control of the publication of The Blood-Horse magazine and of its operating policies and procedures; provided, however, that The Blood-Horse magazine shall at all times be devoted to the general objects and purposes of the Association and of The Blood-Horse. (a) Members of the Publications Committee shall serve five (5) year terms, such terms to be staggered so as to permit the appointment or reappointment of one member to the Publications Committee annually. When the term of any member of the Publications Committee expires, or if any member of the Publications Committee dies, resigns, or for any reason becomes unable to serve, the remaining members of the Publications Committee shall (subject to the approval of the Trustees) appoint or reappoint from among the Sponsor Members a successor to fill the vacancy created thereby. If the successor replaces a member of the Publications Committee whose term has expired, the successor shall serve a five-year term. If the successor replaces a member of the Publications Committee who has (before the expiration of that member’s term) died, resigned, or become unable to serve, the successor shall serve as a member of the Publications Committee for the remainder of the unexpired term. (b) The Publications Committee shall elect one of its members as chairman. The chairman shall call such special meetings of the Publications Committee as he shall deem necessary and shall cause monthly financial statements of The Blood-Horse to be mailed to each member of the Publications Committee and each officer of the Association. The chairman shall present an annual report of the business of The Blood-Horse at the Annual Meeting of the Trustees. The Publications Committee shall keep accurate minutes of all its meetings and shall report the same to the Annual Meeting of the Board of Trustees. (c) Immediately upon the election of a new member of the Association’s Publications Committee, the Board of Trustees (or the Association’s Executive Committee, if any) shall cause the Association to elect that new member to the Board of Trustees of The Blood-Horse. If a trustee of The Blood-Horse ceases for any reason to be a member of the Association’s Publications Committee, the Association’s Board of Trustees (or the Association’s Executive committee,) shall immediately cause the Association to remove that former Publications Committee member from the Board of Trustees of The Blood-Horse. The Association shall have no power to elect as a trustee of The Blood-Horse any person who is not then a duly elected and member of the Association’s Publications Committee. 6. American Graded Stakes Committee 1. A committee (the “Graded Stakes Committee”) of nine or more members shall designate those races on an annual basis which have a national reputation relative to the North American racing calendar as a whole and shall refer to these races as “Graded Stakes” or “Graded Races”. 2. The Graded Stakes Committee shall include five (5) Association Sponsor members appointed by the Association’s Chairman with the advice and consent of the Board of Trustees. Said appointments shall be made prior to August 1 of each year and confirmed at the annual meeting of the Association. 3. Each Association Graded Stakes Committee member shall serve a five-year term, such terms to be staggered so as to permit the annual appointment or re-appointment of one Association Member. 4. The Chairman of the Graded Stakes Committee shall be an Association Member and be elected annually by a majority of the Association members of the Committee. 5. The Association members of the Graded Stakes Committee shall elect four racing officials to serve for three-year terms. The Graded Stakes Committee shall establish rules subject to the approval of the Executive Committee for the appointment, tenure, and voting privileges of one or more additional racing officials as Graded Stakes Committee members. Any racing official whose employment status or responsibilities changes significantly during his or her tenure on the Committee automatically vacates his or her position on the Committee. 6. Racing official vacancies on the Graded Stakes Committee created by any cause other than by end of term will be filled by majority vote of the Association members of the Committee. 7. In the absolute discretion of the Chairman of the Graded Stakes Committee, observers may be invited to attend Committee meetings. Observers may not participate in the discussions or deliberations of the Graded Stakes Committee without the consent of the Chairman. 8. A quorum of the Graded Stakes Committee necessary at any meeting to grade races shall be a majority of the Association members of the Graded Stakes Committee and a majority of the voting racing officials on the Graded Stakes Committee. 9. The Committee shall draft and publish standards for designating and ranking “Graded Stakes” and “Graded Races” and shall establish written procedures for application for said status and the clarification thereof. 10. The Graded Stakes Committee shall cooperate with the International Cataloguing Standards Committee, the International Stewards Meeting, and the International Breeders’ Committee in performing its functions. 7. Nominating Committee (a) It shall be the duty of the nominating committee to recommend to the Trustees the name of candidates to be considered for election to the Board of Trustees, except State Trustees. (b) The Nominating Committee, consisting of three (3) members, shall be selected by the Chairman, from and with the approval of the Board of Trustees. The members of the Nominating Committee shall serve until the next annual meeting and until their successors are duly appointed. (c) The Nominating Committee shall meet prior to each annual meeting and shall nominate candidates from the Sponsor and Regular membership classes to fill vacancies on the Board of Trustees. They shall notify the Secretary in writing at least forty-five (45) days before the annual meeting of the names of such candidates, and the Secretary shall mail a list thereof to each member with notice of the annual meeting. 1. Nominations for Trustees may also be made, endorsed with the names of not less than ten (10) Sponsor Members, if received by the Secretary at least thirty (30) days prior to the Annual Meeting. If there have been any independent nominations, they shall be sent to each member entitled to vote at the Annual Meeting at least twenty (20) days prior to said meeting. 2. Notwithstanding the above nomination procedure, the Chair shall have the right and authority to appoint up to three Trustees annually, which such right to be exercised at the time of the Annual Meeting, provided the Trustees appointed in any given year constitute no more than twenty-five (25%) percent of the eligible trustee offices. 8. Honorary Committee Members The Board of Trustees may create from time to time elected honorary positions on committees. Persons elected to these positions shall not be counted for purposes of establishing a quorum and shall have no vote on committee actions.
Article VIII - CONTRACTS, LOANS, CHECKS AND DEPOSITS
1. Contracts The Board of Trustees may authorize any officer or officers, agent or agents, of the Association in addition to the officers so authorized by these bylaws, to conduct negotiations, to appear before the public bodies, to enter into any contract, or execute and deliver any instrument in the name of and on behalf of the Association and such authority may be general or confined to specific instances. 2. Loans No loans shall be contracted on behalf of the Association and no evidences of indebtedness shall be issued in its name unless specifically authorized by a current resolution of the Board of Trustees. Unless specifically stated therein, all powers authorized in any resolution shall lapse and be deemed void one (1) year from the date of adoption of said resolution. 3. Checks, Drafts, etc. All checks, drafts or other evidences of indebtedness issued in the name of the Association shall be signed by such officer or officers, agent or agents of the Association, and in such manner as shall from time to time be determined by the resolution of the Board of Trustees. In the absence of such determined by the Board of Trustees, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the Chairman, President or Vice President of the Association. 4. Deposits All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories. 5. Gifts The Board of Trustees may accept on behalf of the Association any contribution, gift, bequest or devise for the general purpose or for any special purpose of the Association.
Article IX - BOOKS AND RECORDS
The Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Trustees and committees and shall keep at the registered or principal office a record, giving the names and addresses of the members entitled to vote. All books and records of the Association may be inspected by any member, or his agent or attorney for any purpose at any reasonable time.
Article X - FISCAL YEAR
The fiscal year of the Association shall begin on the first day of January and end on the last day of December each year.
Article XI - SEAL
The Board of Trustees shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the Association and the words, “Corporate Seal, Delaware”.
Article XII - WAIVER OF NOTICE
Whenever any notice whatever is required to be given under the provisions of these bylaws or under the provisions of the Certificate of Incorporation or under the laws with respect to Delaware non-profit corporations, waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Article XIII - FUNDS OF THE ASSOCIATION
1. Investments The officers of the Association shall be empowered to make any investments of the Association funds that in their discretion appear to be advisable. In this connection, however, they shall have due regard to the necessity of safeguarding the principal funds of the Association and shall in that respect avoid any speculative investments. 2. Distribution and Use of Principal and Income The principal and income of the Association shall be held and disbursed in accordance with the purposes of the Association set forth in its Certificate of Incorporation.
Article XIV - INTERPRETATION
In these bylaws, unless there shall be something in the subject or context inconsistent therewith, words importing singular include the plural and vice verse, and words importing males includes females. The word “person” or “persons” as used in these bylaws, includes individuals, firms and corporations. A firm or corporation which is a member shall designate some individual to act on its behalf from time to time in matters affecting the Association.