AMENDED AND RESTATED BY-LAWS OF

 

                              FLORIDA PASO FINO HORSE ASSOCIATION, INC.

 

 

                                                                     ARTICLE I

 

                                                        MEETINGS OF MEMBERS

 

 

Section 1. Annual Meeting. The annual meeting of the members of this Association (which is referred to herein as “the Association”) shall be held at the time and place designated by the Board of Directors of the Association. The annual meeting of the members for any year shall be held no later than thirteen months after the last preceding annual meeting of members. Business transacted at the annual meeting shall include the election of Officers and Directors of the Association.

 

Section 2. Special Meetings. Special meetings of the members may be called by the President and shall be called by the President at the request in writing of any two Directors or at the request in writing of not less than ten percent (10%) of all the members entitled to vote at the meeting. Such request shall state the purpose or purposes of the proposed meeting. A special meeting requested by members or Directors shall be called for by such members or Directors, as the case may be, for a date not less than ten (10) nor more than sixty (60) days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President or the Directors or members requesting the meeting shall designate another person to do so.

 

Section 3. Notice. Written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called shall be delivered not less than ten (10) nor more than sixty (60) days before the meeting. The notice shall be delivered personally or by first class mail by or at the direction of the President, the Secretary or persons calling the meeting to each member of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears on the books and records of the Association, with postage thereon prepaid.

 

Section 4. Place. Meetings of members may be held at any location within the boundaries established by the Paso Fino Horse Association, Inc. for the “Florida Region” or successor region represented by the Association.

 

Section 5. Fixing Record Date. The Board of Directors may fix in advance a date as the record date for the determination of members for any purpose. Such date in any case to be not more than sixty (60) days and, in case of a meeting of members, not less than ten (10) days prior to the date on which the particular action requiring such determination of members is to be taken.

 

Section 6. Voting Record. The Secretary shall make, at least ten (10) days before each meeting of members, a complete list of members entitled to vote at such meeting or any adjournment thereof. The list shall be kept on file at the principal place of business of the Association for a period of ten (10) days prior to such meeting.

 

Section 7. Member Quorum and Voting. No quorum shall be required at any meeting of members. The affirmative vote of a majority of the members represented at the meeting and entitled to vote on the subject matter shall be the act of the members, except as provided in Article VIII hereof concerning amendment of the Bylaws..

 

Section 8. Proxies.

a. Every member entitled to vote at a meeting of members or to express consent or dissent without a meeting or a member's duly authorized attorney-in-fact may authorize another person or persons to act for him by proxy.

 

b.        Every proxy must be signed by the member or his attorney-in-fact and such signature shall be notarized. No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the member or attorney-in-fact who executed it, except as otherwise required by applicable law.

 

                                                                    ARTICLE II

 

                                                                   DIRECTORS

 

Section 1. Function. The business and affairs of the Association shall be managed by or under the direction of its Board of Directors which may exercise all such powers of the Association and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the members.

 

Section 2. Composition of Board. The Board of Directors of the Association shall consist of the five officers of the Association, as provided for in these Bylaws, five non-officer Directors and the immediate past-president of the Association, if applicable. The Directors shall be elected as provided below in these Bylaws and each Director elected shall hold office until his or her successor is duly elected and qualified or until his or her death, resignation or removal. Each Director must be a member of the Association.

 

Section 3. Election of Directors. Each of the five officers of the Board of Directors shall be elected to hold office for a term of two years by the members at the annual meeting of members held in even-numbered years. Each of the five non-officers of the Board of Directors shall be elected to hold office for a term of two years by the members at the annual meeting of members held in odd-numbered years. The Directors so elected shall hold office until the next election of Directors by the members and until their successors are duly elected and qualified or until their earlier death, resignation or removal. (See attachment concerning transition years 1997-1998 and 1998-1999).

 

Section 4.  Meetings of Board - General. The Board of Directors of the Association may hold meetings, both regular and special, either within or without the State of Florida. The Board of Directors shall hold a meeting within a week following the annual meeting of members. Unless otherwise restricted by the Articles of Incorporation, members of the Board of Directors, or any committee designated by the board, may participate in a meeting of the board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

 

Section 5.  Regular Board Meetings. Regular meetings of the Board of Directors may be held at such time and at such place as shall from time to time be determined by the Board of Directors or by the president of the Association. Any notice given of a regular meeting need not specify the business to be transacted or the purpose of the meeting.

 

Section 6.  Special Meetings of Board. Special meetings of the board may be called by the president or secretary of the Association on four days' notice to each Director by mail or 24 hours' notice either personally or by telephone (including telephone message communication), telegram, facsimile or electronic or computer transmission. Special meetings shall be called by the president in like manner and on like notice on the written request of two Directors. The notice need not specify the business to be transacted or the purpose of the special meetings. The notice shall specify the place of the special meeting.

 

Section 7.  Quorum. At all meetings of the board, a majority of the number of Directors then serving shall constitute a quorum for the transaction of business. The act of a majority of the members present at any meeting at which there is a quorum shall be the act of the Board of Directors, unless the vote of a larger number is specifically required by statute, by the Articles of Incorporation, or by these Bylaws. If a quorum shall not be present at any meeting of the Board of Directors, the members present thereat may adjourn the meeting from time to time and to another place without notice other than announcement at the meeting, until a quorum shall be present.

 

Section 8.  Action by Board Without a Meeting. Unless otherwise provided by the Articles of Incorporation, any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if, before or after the action, all members of the board consent thereto in writing. The written consents shall be filed with the minutes of proceedings of the board. Such consents shall have the same effect as a vote of the board for all purposes.

 

Section 9.  Designation of Committees. A majority of the full Board of Directors may, by resolution, designate one or more committees, each committee to consist of at least one Director of the Association, and shall designate the chair of each such committee. Either the chair of such committee or the Board of Directors shall appoint other committee members, who shall be members of the Association but who need not be Directors of the Association. Any such committee or committees shall have such name or names as may be determined from time to time by the Board of Directors. Each committee so designated shall report on its activities and present its recommendations to the Board of Directors as directed by the Board of Directors. A committee, and each member thereof, shall serve at the pleasure of the Board of Directors.

 

Section 10.  Resignation and Removal of Director. A Director may resign by written notice to the president or secretary of the Association. The resignation is effective upon its delivery to the president or secretary or a subsequent date as set forth in the notice of resignation. Any Director may be removed, with or without cause, by the members at a meeting of the members called expressly for that purpose. Any Director also may be removed, with or without cause, by the vote of seventy-five percent (75%) of the Board of Directors at a meeting of the board called expressly for that purpose. A Director is removed from office automatically if, during any twelve-month period, such Director misses three regularly scheduled meetings of the Board of Directors, whether consecutive or otherwise.

Section 11.  Vacancies in Board. Vacancies in the Board of Directors, including those of officers, may be filled by the affirmative vote of a majority of the remaining Directors then in office, though less than a quorum, or by a sole remaining Director, and the Directors so chosen shall hold office until the next election of Directors by the members and until their successors are duly elected and qualified or until their death, resignation or removal. Any Director removed from office pursuant to Section 10, above, because such Director missed three regularly scheduled meetings of the Board of Directors is eligible to be chosen by the remaining Directors to fill such vacancy.

 

Section 12.  Waiver of Notice. Attendance of a Director at a meeting constitutes a waiver of notice of the meeting except where a Director states, at the beginning of the meeting or promptly upon arrival at the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened.

 

Section 13. Presumption of Assent. A Director of the Association who is present at a meeting of its Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects, at the beginning of the meeting or promptly upon his arrival, to holding the meeting or transacting specified affairs at the meeting, or he votes against such action or abstains from voting in respect thereto because of an asserted conflict of interest.

 

Section 14. Director Conflicts of Interest.

 

a.         No contract or other transaction between this Association and one or more of its Directors or any other corporation firm, association or entity in which one or more of the Directors are directors or officers or are financially interested shall be either void or voidable because of such relationship or interest or because such Director or Directors are present at the meeting of the Board of Directors which authorizes, approves or ratifies such contract or transaction or because his or their votes are counted for such purpose, if:

 

(i)        The fact of such relationship or interest is disclosed or known to the Board of Directors and the Board authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested Directors; or

 

(ii)       The fact of such relationship or interest is disclosed or known to the members entitled to vote and they authorize, approve or ratify such contract or transaction by vote or written consent; or

 

(iii) The contract or transaction is fair and reasonable as to the Association at the time it is authorized by the board, a committee or the members.

 

b. Common interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction.

 

                                                                   ARTICLE III

 

                                                                     OFFICERS

 

 

Section 1.  Designated Officers. The officers of the Association shall consist of a President, First Vice President, Second Vice President, Secretary and Treasurer, who shall be elected by the members in the manner provided in these Bylaws. No person may hold more than one office and no officer may serve in the same capacity for longer than two consecutive two-year terms. No person shall be elected as an officer of the Association unless such person has been a member of the Association for at least one year before the date of such election.

 

Section 2.  President. The president shall be the chief executive officer of the Association, shall, in the absence or non-election of a chairman or vice chairman of the Board of Directors, preside at all meetings of the members and the Board of Directors, shall have general and active management of the business and affairs of the Association and shall see that all orders and resolutions of the Board of Directors are carried into effect. The president shall execute on behalf of the Association, and may affix or cause the corporate seal (if adopted by the Board of Directors) to be affixed to, all instruments requiring such execution except to the extent the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Association, and he shall have the authority to vote any shares of stock owned by the Association. No person shall be elected as president of the Association unless such person has served on the Board of Directors of the Association for at least one year before the date of such election.

 

Section 3.  Vice Presidents. The first vice-president shall act under the direction of the president and in the absence or disability of the president shall perform the duties and exercise the powers of the president. The first Vice President also shall perform such other duties and have such other powers as the president or the Board of Directors may from time to time prescribe. The second vice-president shall act under the direction of the president and in the absence or disability of the president and the first vice president and shall perform the duties and exercise the powers of the president. The second Vice President also shall perform such other duties and have such other powers as the president or the Board of Directors may from time to time prescribe. The duties and powers of the president shall descend to the vice-presidents in such specified order of seniority.

 

Section 4.  Secretary. The secretary shall act under the direction of the president. Subject to the direction of the president, the secretary shall attend all meetings of the Board of Directors and all meetings of the members and record the proceedings. The secretary shall perform like duties for the standing committees when required. The secretary shall give, or cause to be given, notice of all meetings of the members and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the president or the Board of Directors. The secretary shall keep in safe custody the seal of the Association, if a corporate seal is adopted by the Board of Directors. When authorized by the president or the Board of Directors, the secretary shall cause the seal of the Association to be affixed to any instrument requiring it. The secretary shall be responsible for maintaining the minute book of the Association and the list of members and shall be responsible for its updating.

 

Section 5.  Treasurer. The treasurer shall act under the direction of the president. Subject to the direction of the president the treasurer shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Association and shall deposit all moneys and other valuable effects in the name and to the credit of the Association in such depositories as may be designated by the Board of Directors. The treasurer shall disburse the funds of the Association as may be ordered by the president or the Board of Directors, taking proper vouchers for such disbursements, and shall render to the president and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all transactions as treasurer and of the financial condition of the Association. The treasurer may affix or cause to be affixed the seal of the Association to documents so requiring the seal, if a corporate seal is adopted by the Board of Directors.

 

Section 6.  Customary Powers. To the extent the powers and duties of the several officers are not provided from time to time by resolution or other directive of the Board of Directors or by the president (with respect to other officers), the officers shall have all powers and shall discharge the duties customarily and usually held and performed by like officers of the Associations similar in organization and business purposes to this Association.

 

Section 7. Delegation of Duties. In the case of the absence of an officer of the Association or for any other reason that the Board may deem sufficient, the Board may delegate for the time being the powers and duties of such officers to any other officer or officers or to any Directors or to any other individual or individuals.

 

                                                                   ARTICLE IV

 

                                                                 MEMBERSHIP

 

Every member of the Association shall be a member of the Paso Fino Horse Association, Inc. Every new or renewing member of the Paso Fino Horse Association, Inc. who designates his regional affiliation as the Association in accordance with procedures established from time to time by the Paso Fino Horse Association, Inc. shall become or continue as a member of the Association, except as provided below. The type of membership of such person in the Paso Fino Horse Association, Inc. also shall apply to membership in the Association. Each adult member of a family that qualifies for family membership in the Paso Fino Horse Association, Inc. shall be considered as one member and entitled to vote on all matters for which a vote of membership is permitted. Any member of the Association who has not reached the age of majority in the State of Florida shall not be permitted to vote on any proposal submitted to members. The Board of Directors may from time to time establish rules and procedures requiring payment of dues by members as the board determines is in the best interest of the Association. Any member who at any time affirmatively resigned his or her membership may become a member again only upon the vote of seventy-five percent (75%) of the Board of Directors.

 

                                                                    ARTICLE V

 

                                                        BOOKS AND RECORDS

 

The Association shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, Board of Directors and committees of Directors. The Association shall keep at its registered office or principal place of business or at the office of its secretary a record of its members, giving their names and addresses. Any books, records and minutes may be in written form or in any other form capable of being converted into written form within a reasonable time.

 

 

                                                                   ARTICLE VI

 

                                          PROHIBITED ACTIONS AND ACTIVITIES

 

The Board of Directors of this Association may not declare or pay dividends in cash or property to any member, officer or director, and no part of the net income of the Association shall otherwise be distributed to any member, officer or Director, for furtherance of purposes other than those set forth in the Articles of Incorporation. The Association may pay compensation in a reasonable amount to its members, officers and directors for services rendered to carry out the purposes of the Association and may confer benefits on its members in conformity with its purposes, as allowed by law; provided, however, that no officer or non-officer director of the Association shall receive any compensation for services to the Association in the capacity of officer or Director. Notwithstanding the foregoing, the Association shall not carry on any other activities inconsistent with the status of an organization exempt from income tax under Section 501(c) of the Internal Revenue Code of 1986 (or any successor thereto).

 

 

                                                                   ARTICLE VII

 

                                                                 DISSOLUTION

 

The Association may be dissolved pursuant to act of its members and the Board of Directors, in accordance with applicable law.

 

                                                                  ARTICLE VIII

 

                                                                  AMENDMENT

 

These By-Laws may be repealed, altered, amended or restated and new By-Laws may be adopted by the members of the Association, as follows. The members may repeal, alter, amend or restate these Bylaws by a two-thirds (2/3) vote of all of the members of the Association entitled to vote at a meeting of members, provided that notice of the proposed repeal, alteration, amendment or restatement of the Bylaws shall have been given at least thirty days before the meeting at which the members will vote upon the proposal.

 

 

                                                                   ARTICLE IX

 

                                                             INDEMNIFICATION

 

Section 1. General Indemnification. Except at provided in Florida Statutes Section 617.0834, the Association shall indemnify against liability, and advance expenses to, any person, and his heirs, executors, administrators and legal representatives, who is or was a party to any proceeding by reason of the fact that such person is or was a Director, officer, employee or agent of the Association or is or was serving as a Director, officer, employee, or agent of another Association, partnership, joint venture, trust or other enterprise at the request of the Association, to the fullest extent authorized or permitted by the provisions at Section 607.0850 of the Florida Statutes (or any amendment or successor provision thereof or any other statutory provision authorizing or permitting such indemnification or advancement of expenses which is hereafter adopted). Officers and Directors who are so entitled to be indemnified shall be paid their expenses in advance of a final disposition of the proceeding to the maximum extent authorized or permitted by the provisions of Section 607.0850(6) of the Florida Statutes or any amended or successor section.

                                TRANSITION RULE FOR ELECTION OF DIRECTORS

 

                                                                  1997-1998 and

 

                                                                     1998-1999

 

 

The changes reflected in the foregoing Amended and Restate Bylaws of Florida Paso Fino Horse Association, Inc. provide for changes in the number of officers and directors and the procedures for election. Such Amended and Restated Bylaws shall be effective upon adoption by the Board of Directors, except as provided herein.

 

Until the annual meeting of members held in 1998, the Board of Directors shall remain six officer directors and four non-officer directors. Because the term of office of one of the existing directors expires in October 1997, this vacancy shall be filled by the remaining directors and that director shall office the election to be held at the annual members’ meeting in 1998.

 

The term of office of all officer and non-officer directors of the Association shall expire with the annual meeting of members to be held in 1998. At that time, the members shall elect five officers and five non-officer directors to the Board of Directors. Each of the five officer directors elected at the annual meeting of members held in 1998 shall hold office for a term of two years.

 

Each of the five non-officer directors elected at the annual meeting of the members held in 1998 shall hold office for a term of one year. At the annual meeting of members held in 1999, each of the five non-officer directors shall be elected to hold office for a term of two years.

 

Thereafter, at each annual meeting held in an “even-numbered” year (for example, 1998, 2000, 2002, etc.), the members shall elect the five officers to hold office for two years. At each annual meeting thereafter held in an “odd-numbered” year (for example, 1999, 2001, 2003, etc.), the members shall elect the five non-officer directors to hold office for two years.

 

 

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