Section 1: title
The organization shall be known as the SALEM SADDLE CLUB and shall be operated as a non-profit organization in accordance with the applicable laws of the State of Oregon.
Section II: LOCATION
The office of the corporation will be at 7005 Lardon Rd. NE; Salem, Oregon 97305 on the premises owned by the corporation.
Section III: OBJECTIVES
The objectives of the organization are to promote in a cooperative organization the mutual interests of horsemen in horsemanship and the horse; to encourage each member to strive for their highest possible achievement as horsemen; to conduct such sporting and social activities as are deemed appropriate by the membership; to maintain facilities, provide supervision and managements, and to engage in such other lawful activities as may be found to be appropriate in achieving these objectives.
Section IV: CORPORATE SEAL
The seal of the Salem Saddle Club will be in the custody of the Secretary.
Section V: DISSOLUTION CLAUSE
In the event of the liquidation, dissolution or winding up the Corporation, whether voluntary, involuntary or by question of law, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Corporation, dispose all of the assets of the Corporation exclusively for the purposes of the Corporation in such manner, or to such manner, or to such organization or organizations organized and operated exclusively for the charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501 © of the Internal Revenue Code (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the County in which the principal office of the Corporation is then located, exclusively for such purposes or to such organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
Section I: MEMBERSHIP
A “member in good standing” is a member who has paid required dues and is not more than thirty (30) days in arrears as to any rents, assessments or other monies owing the Salem Saddle Club, and/or is not otherwise under suspension by action taken in accordance with Section III of this Article II>
REGULAR MEMBERSHIP is held by all members who have remitted dues, in advance, the amount of which will be determined by the general membership.
FAMILY MEMBERSHIP is held by all immediate members of a family when family dues have been remitted, in advance, the amount of which will be determined by the general membership. Family membership will extend a due free membership to Children and Stepchildren of a Family Member ONLY until they have attained the age of 18 or have graduated from high school.
LIFE MEMBERSHIP is held by all Immediate Members of a family when life dues have been remitted in the amount of 20 years of dues at the current rate. No further dues will be required of any Member holding a Life Membership. Life membership purchased after December 31, 1972 will extend a dues free membership to Children and Stepchildren of a Life Member only until they have attained the age of 18 or graduated from High School. A member in good standing may nominate a member for an honorary life membership in recognition of his/her exceptional work for the club. The nomination will be submitted to the board, and if approved, presented to the general membership for a vote.
Section II: APPLICATION FOR MEMBERSHIP
Applications for Membership must: be submitted on forms approved by the Board of Directors; incorporate two (2) personal references; and be accompanied by the remittance of the number of month’s dues from date of application to August 1, plus the initiation fee. (See schedule on application form.) Applications may be received by any Officer of the Club, who will deliver them to the Secretary or Treasurer for consideration at the next regular meeting of the Board of Directors.
Membership is not granted to any applicant until the application has been considered and approved, with two-thirds of the members of the Board of Directors voting for acceptance. The new applications will be asked to attend the next regularly scheduled meeting of the Board of Directors; they will be presented to the Board and their application voted upon following their dismissal from the meeting.
During the period between application for membership and action by the Board of Directors, an applicant is extended the specific privileges of participating in the activities of the Club and the use of the facilities.
Applicants who do not appear before the Board of Directors at its meeting, upon request, will be denied membership. At this time the applicant may resubmit an application for membership, but will not be extended privileges of the Club or Club facilities until approval of his/her application.
Applications not approved by the Board of Directors will be returned to the applicant and such action will constitute notification that the applicant has not been accepted for membership. Any monies received will be refunded if the applicant fails to appear before the Board as requested, or if the application is denied for any other reason.
The Club will not discriminate against any Individuals because of race, color, or religion, (under Section 501 © of the Internal Revenue Code, form 990 line 84c.)
Section III: REVOCATION OF MEMBERSHIP
Any membership in the Salem Saddle Club may be revoked for any of the following causes:
- Failure to make timely payments of dues, rents or any other assessments due the Club. A “Notification of Arrears” shall be sent to any member who is past due in making any payment or payments to the Club. If said member fails to make the required remittance in full to the Club within ten (10) days of the date on which the “Notification of Arrears” was mailed, his or her membership shall be automatically revoked without any action by the Board, Officers or General Membership.
- Engaging in conduct unbecoming to a member. “Conduct unbecoming to a member” shall be defined for the purposes of this Article to include the following acts or failure to act:
- Violating any provision of a Stall Rental Agreement signed by the member, or violating any of the revises rules for the use of common areas of the Club.
- Threatening to or committing any act which is likely to, or results in injury or damage to any other member or to his or her property, or to the property of the Club or using abusive language toward any member of a member’s child or guest.
- Failure to abide by any provision of these Bylaws, or to abbey any rule or regulation properly declared by the Club or its representatives.
- Violating any criminal statute in connection with the member’s Club activities.
Charges of conduct unbecoming to a member must be presented in writing, signed by the member making the charge and said charge will then be presented at the next Board meeting. The Board shall promptly deliver a copy of the charges to the accused member. The charges shall be heard and acted upon at the next regularly scheduled board meeting, and accused will be given not less than seven (7) days written notice by registered mail of the date, time and place of the meeting, and will be advised of his or her opportunity to be present at said meeting, and that he or she may present witnesses and evidence at said meeting for the consideration of the Board. The Board may, at its discretion, invite the accusing member and any other persons to the meeting to present evidence. Upon receipt by the Board of all evidence at the meeting, the Board shall vote in executive session upon the question of whether or not the membership shall be revoked. No membership shall be revoked except upon a vote in favor of such action by not less than two-thirds of the membership of the Board then present and voting.
When a membership is revoked through action by the Board of Directors as provided above, the Club shall refund to the member a pro-rated portion of this prepaid dues and other assessments, that the Club reserves the right to retain out of said prepaid dues and assessments an amount equal to the cost of repaying damage to the Club’s property.
Once a membership is revoked for any reason, it may not be reinstated except in accordance with the provisions of Article II, Section II of these bylaws.
ARTICLE III GOVERNING BODY
The official Governing Body of the Salem Saddle Club consists of four (4) Officers and the five (5) Directors, hereafter collectively referred to as the “Board of Directors.”
Section I: OFFICERS
Officers of the Salem Saddle Club are to be a President, a Vice President, a Secretary and a Treasurer. They are elected to a one (1) year term and may succeed themselves in office.
Section II: DIRECTORS
The Directors will be five (5) active club members. These Directors of the Salem Saddle Club shall be elected to serve a term of two (2) years and may succeed themselves in office. The terms of the Directors shall expire on alternate years: two (2) shall expire in even numbered years and three (3) shall expire in odd numbered years.
Section III: TERMS OF OFFICE
- Any person running for Office or the Board of Directors must be a “member in good standing” for at least one (1) year prior to running for any such position.
- Only one (1) member of an immediate Family iving in the same household may be in office or on the Board of Directors at a time. Immediate Family to include Mother, Father, Sister, Brother, Husband, Wife or Children and/or significant others. Any occupant of the Salem Saddle Club residence at 7025 Lardon Rd. NE; Salem, OR will not be eligible to serve as an officer or a board member.
- All Officers and Directors shall continue in Office until their successor is properly selected. However should any Officer or Director be suspended as a member under Article II, Section III of these Bylaws, the Officer or position of Director is concurrently declared vacant. Should any Officer or Director fail to attend any three (3) consecutive meetings of the Board of Directors, such an Officer or Director may be removed from Office by a majority vote of the Board of Directors.
- In the event any Officer or Director resigns, is removed by action of the Board, is suspended under Article II, Section III or is otherwise unable to serve, the vacancy will be filled by an appointment by the Board of Directors and a member so appointed will serve only the unexpired portion of the Officer or Director’s term, but may succeed themselves in Office by election.
Section IV: MEETINGS
Regular monthly MEMBERSHIP MEETINGS will be held on the second Monday of each month at the Office of the Salem Saddle Club.
SPECIAL MONTHLY MEETINS may be called at the discretion of the Board of Directors by notification to the membership, in writing, at least ten (10) days prior to the date of the meeting.
BOARD OF DIRECTORS MEETINGS are to be held monthly at the office of the corporation on dates and times set by the Board. Notice of the date and time set for meetings must be prominently displayed on the Club premises. The Meetings of the Board of Directors are OPEN to the membership; however, no member that is not a member of the Board may participate in Board discussions unless invited by action of the Presiding Officer. Special Meetings and Executive Sessions may be called at the discretion of the President. Action of the Board of Directors at regular, executive, and special meetings will be reported at the membership at the next regular meeting of the Club.
Section V: QUORUM
Officers and Directors of the Salem Saddle Club are to be elected at the regular June meeting and assume Office immediately after the election.
The President shall appoint a nominating committee no later than the first meeting in April of each year. (Any member desiring to become a candidate should make it known to the nominating committee prior to the regular meeting in May.) At the regular May meeting the nominating committee’s recommendations will be announced and the President will call for nominations from the floor. Nominations from the floor will be accepted only if the Nominee has indicated prior assent to serve. Nominations from the floor may also be made at the June meeting. The nominating Committee will prepare a ballot no later than fifteen (15) days prior to the June meeting and post a sample on the Club premises. The ballot will provide additional space for candidates nominated from the floor at the June meeting.
At the June meeting, the business portion of the meeting will be conducted first and the election of Officers will be the second order of business. The election of Officers will be conducted as follows: The nominating committee will prepare a ballot with candidates previously nominated and then call for additional nominations from the floor. Such nominees will have their names printed on a chalkboard in front of the membership present and all candidates shall stand and be recognized. A slate of nominees will then be presented on a single ballot. The nominating committee will tally the votes and the candidate receiving the largest number of votes will be declared elected.
Section VII: VOTING
A VOTING MEMBER is any member who has attained the age of 16 years of age, and who is a “member in good standing.” Each voting member is entitled to one (1) vote. For the purposes of conducting the affairs of the Salem Saddle Club, a majority vote will prevail if a quorum is present, unless otherwise specifically modified in these Bylaws. Absentee or proxy votes may not be cast by an Officer, Director, or Member of the Club.
Section VII: INDEMNIFICATION OF OFFICERS AND DIRECTORS
The corporation shall indemnify any individual who is made a party to any proceeding because the individual is an officer or director of the corporation so long as the individual was acting in good faith and reasonably believed that his or her conduct was in the best interest of the corporation. In the case of criminal proceeding, and individual who is made a party because the individual is an officer or director of the corporation shall be indemnified only if he or she had no reasonable cause to believe that his or her conduct was unlawful. Said indemnification shall be limited to reasonable expenses in connection with the proceeding. In the case that any officer or director is made a party to a proceeding because of that individual’s status as an officer or director, and that individual is wholly successful in defending against the claim, on the merits or otherwise, that officer or director shall be fully indemnified by the corporation for the reasonable expenses incurred in his or her defense.
The corporation shall not indemnify any director or officer in connection with a proceeding by or in the right of the corporation in which the officer or director is adjudged personally liable to the corporation. The corporation shall not indemnify any officer or director in connection with a proceeding charging improper personal benefit of the officer or director if the officer or director is adjudged liable for such improper personal benefit.
Section I: DUTIES
THE PRESIDENT shall be the chief executive Officer of the Salem Saddle Club. He or she shall preside at all meetings of the Club, supervise all employees of the Corporation and fulfill such other responsibilities as are implied by the Office.
THE VICE-PRESIDENT shall perform such duties as may be delegated by the President and/or the Board of Directors and shall perform the duties of the President in his or her absence.
THE SECRETARY shall keep clear and accurate record of the business transacted by the Board of Directors and of the Membership by maintaining minutes of the meetings and records of elections. The secretary will execute other duties as may be delegated by the President or the Board of Directors or as implied by the Office.
THE TREASURER shall act as custodian of all funds of the Salem Saddle Club, maintaining a clear and accurate record of the transactions and financial condition of the club. The Treasurer may be required, at the discretion of the Board of Directors, to secure a fidelity bond with the amounts of the bond fixed by the Board of Directors and the premiums paid by the Club. Also responsible for the membership ledger and billings.
THE MEMERSHIP CHAIRMAN shall perform such duties as interviewing a new applicant for membership and mailing cards indicating meeting dates and times for applicants to appear before the Board of Directors. He shall also keep the membership roster up to date and review the Club rules with new members.
THE BOARD OF DIRECTORS shall be the Governing Body of the Salem Saddle Club, and shall be vested with such authority and responsibilities as are not otherwise delineated in these Bylaws, including but not limited to:
- Approving all bills for material and expenses prior to payment
- Delegating authority for incurring expenditures in amounts not to exceed $100.00 per transaction. No expenditure in excess of $100 may be incurred without prior authorization of the Board.
- Hiring such personnel as may be authorized by the membership; establishing the duties to be performed and fixing the compensation of any such personnel.
- Discharging any employee of the Corporation found not to be faithfully performing his duties.
- Recommending to the Membership, for approval, rules for the conduct of the Club and use of the facilities.
- Reviewing violations of approved rules and determining the disciplinary action to be taken, including the imposition of fines, in such cases (Fines imposed will not exceed $25.00 per incident.)
- Developing and maintaining a system for the orderly rental of stalls, defining the terms of Stall Rental Agreements, and establishing members’ priority to rent. The rental system and its rules will be prominently posted at the Offices of the Corporation. Stalls will, under the system, be rented only to “members in good standing.”
- Any and all increases or decreases in dues and rents, as well as the authority to impose special assessments, are the prerogatives retained by the membership. Such changes, and/or the imposition of any assessment, will be determined only by vote of the membership at the next regularly scheduled meeting (from one (1) month’s meeting to the next month’s meeting is classified as thirty (30) days, with thirty (30) days advance notice to the membership that such a matter will be subject to a vote.
Section I: RULES OF ORDER
The rules of procedure at meeting of the members of the Club or of the Directors shall be according to Robert’s Rules of Order, as far as applicable, and when not inconsistent with these Bylaws. The rules of procedure may be suspended by majority vote of those present and voting at any meeting.
Section II: COMMITTEES AND SPECIAL EVENTS
Standing and special committees may be appointed by the President to serve at his or her pleasure.
Any HORSE SHOW or SPECIAL EVENT must be presented to the Board of Directors or the membership for approval. Such activities will be conducted by the Board under the direction of the President or special committee appointed by the President.
Section I: AMMENDMENTS TO THE BYLAWS
Amendments to these bylaws may be proposed in writing, by an Officer, Director, or Member of the Salem Saddle Club by submitting them to the Board of Directors or in the Membership at regularly scheduled meetings. When, in the opinion of the Board of Directors or the Membership, adoption of the proposed amendment would be in the best interest of the Club, a vote will be ordered on adoption. Each “member in good standing,” will receive notice of the meeting at which the proposed amendments will be considered, and thirty (30) days prior to that meeting will receive a copy of the proposed amendment(s). Amendments to these Bylaws may be adopted only by a two-thirds majority of the members present voting, in favor of adoption.