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| PART B. |
OPERATIONS, BOARD OF DIRECTORS, OFFICERS, COMMITTEES AND FINANCES |
| Section 1. |
The location of the principle office of this Association shall be determined by a 2/3 majority of the Board of Directors. |
| Section 2. |
The affairs of this Association are entrusted to the Board of Directors, which shall have full power to authorize and make contracts, expend funds for the purposes, aims, objectives and operations of this Association. There shall be no more than 14 directors nor less than nine, each of whom must be a Regular Member in good standing. Each board member elected shall serve for three years unless elected to fill a vacancy. The board membership terms are staggered which shall result in approximately 1/3 of the board being subject to election annually. |
| Section 3. |
The Board of Directors shall appoint a nominating committee from among its members whose duty it will be to nominate a minimum of one person for each position to be filled plus two additional persons. The nominating committee shall also cause the voting Members to be notified of the deadlines for submitting additional nominees. In order to nominate someone not selected by the nominating committee, the name of the nominee must be submitted by the deadline with the signature of five voting Members nominating the person, accompanied by a letter of acceptance signed by the nominee certifying a willingness to serve as a director. The voting Members shall be supplied with the ballots by mail accompanied by voting instructions. |
| Section 4. |
Vacancies occurring on the Board of Directors may be filled by the Board of Directors until the next annual vote of the members. |
| Section 5. |
The Board of Directors shall regularly meet during the course of the year. Before adjourning any regular meeting of the Board, it shall determine the date, time and place of the next regular meeting of the Board of Directors and the directors shall be notified in writing of said meeting. |
| Section 6. |
Special meetings of the Board of Directors may be called upon 10 days written notice to the directors of the date, time, place and purpose(s) of the meeting. Only the President, First Vice-President, or any three directors may call a special meeting. |
| Section 7. |
Unless otherwise expressly required by law, the Articles of Incorporation or a specific by-law to the contrary, the board is authorized to act upon the majority vote of the directors present if a quorum of the directors was present at the commencement of the meeting. A simple majority of the directors are required for a quorum. Voting by the members of the Board of Directors may be either in person or by proxy. In order to vote by proxy, a member of the Board of Directors must provide a proxy notice to the Secretary of the Louisiana Thoroughbred Breeders Association at its registered office, said notice to be received by certified mail or by personal hand delivery to the office of the LTBA at least three days prior to a scheduled meeting. The proxy shall contain a specific authorization appointing a member of the Board of Directors to vote in his absence. In the event the Secretary has received a timely notice of proxy, the proxy will be counted as a director present for the purpose of determining quorum. |
| Section 8. |
The Board of Directors shall elect its officers and/or the officers of this Association. Any appointment may be rescinded or terminated by the board. The board may establish any conditions to an appointment, including but not limited to, the posting of a bond for faithful performance of duties. |
| Section 9. |
Officers. The Executive Officers of this Association shall be a President, First Vice-President, Second Vice-President and Secretary-Treasurer. The Executive Officers must be directors, except the Secretary-Treasurer who may or may not be a director. Election of the President, First Vice-President and Second Vice-President shall be annually at the first meeting of the Board of Directors immediately following the Annual Membership Meeting. These executive officers shall remain in office until each successor shall have been elected. Vacancies in offices shall be filled by the Board of Directors for the unexpired portion of the term. |
| Section 10. |
The President is the chief and principal executive officer with general supervision of the business and affairs of this Association. The duties of the president include presiding at al meetings, signing with the Secretary-Treasurer contracts authorized by the board or those incidental to the conduct of the ordinary affairs of the corporation, and discharging duties assigned by the Board of Directors. The President may establish committees and appoint members. The President is an ex-officio member of all committees. |
| Section 11. |
The First Vice-President shall perform the duties of the President in the absence or disability of the President. Likewise, in the absence or disability of the President and First Vice-President, the Second Vice President shall perform the duties of the President. |
| Section 12. |
The Secretary-Treasurer shall perform the duties incidental to the office, including but not limited to, the maintenance of the minutes and records of this Association, its board and committees, to the giving of notices and other duties assigned to the office. The Secretary-Treasurer shall, subject to the direction and instructions of the Board of Directors, serve as the Executive Director of this Association and manage the daily operations of this Association. |
| Section 13. |
The Executive Committee. The Board of Directors shall annually appoint three directors to the Executive Committee, one of whom must be the President. The Executive Committee shall exercise the powers conferred upon it by law, by the Articles of Incorporation, By-Laws and by the Board of Directors. |
| Section 14. |
Membership Committee. The President shall annually appoint a Membership Committee which shall consist of the President and a minimum of three members of the Board of Directors. The Membership Committee shall periodically review membership applications submitted to the Association for renewal or approval. The Membership Committee shall provide a list of persons it feels should be approved as members to the Secretary-Treasurer for approval by the Board of Directors. For a Member to vote his membership shall be approved at least 60 days prior to any election. |
| Section 15. |
Committees. Any committee, including the Executive Committee, shall keep minutes and records and shall report its activities at each regular meeting of the Board of Directors and at such other times as required by the board. |
| Section 16. |
Finances.
| (A) |
In the absence of special resolution of the Board of Directors, all negotiable instruments, evidences of indebtedness or other financial obligations shall be signed by the Secretary-Treasurer (or an Assistant Secretary-Treasurer) and countersigned by the President (or Vice-President). |
| (B) |
The funds of this Association shall only be deposited in federally insured institutions or accounts or invested in government backed securities, notes or bills. |
| (C) |
The board, on behalf of the LTBA, may accept contributions, gifts, bequests, grants and the like. |
| (D) |
The fiscal year shall begin July 1st and conclude the following June 30th. |
| (E) |
From time to time the board shall establish and publish the amounts and due dates for dues, delinquency fees and charges, application and registration fees, accreditation fees, entry fees and all schedules of payments. |
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