Stallion Service Auction
General Rules
  • Stallion services will be donated for the Stallion Service Auction by members of the MAHB, Inc. Eligible stallions must be owned by or sponsored by members in good standing of the MAHB, Inc.
  • The Stallion Service Auction will be held at the annual Fall Festival.
  • Mares must be nominated to the Stallin Service Auction Jackpot Futurity no later than December 31st of the year she is bred. Nomination forms will be mailed to the purchaser no later than November of the year of the breeding. There is no nomination fee. The breeding must be used in the season following purchase in order to qualifiy for the Jackpot futirity.
  • The only foals eligible for the Jackpot Futurity will be the results of the stallion services purchased at the Stallion Auction.
  • The foals wlil be shown at the Fall Festival of the yearling year.
  • The colts and fillies will be divided into separate groups. Colts and gelding will be shown in the same class.
  • 40% of the auction proceeds will be set aside in a Futurity Fund to be divided equally between colts and fillies.
  • Prize money breakdown in each class is:
    1st - 47-1/2%
    2nd - 20%
    3rd - 15%
    4th - 10%
    5th - 7-1/2%
  • There will be at least a two judge system
Purchaser hereby agrees to be responsible for compliance with the requirements as set forth in the breeding contract attached hereto including, but not limited to health papers, vaccinations, normal care fees, and miscellaneous charges listed below.

Purchaser further agrees that a nonrefundable down payment of FIFTY PERCENT (50%) OF THE PURCHASE PRICE IS PAYABLE AT TIME OF SIGNING OF THE CONTRACT, balance is due and payable to Minnesota Arabian Horse Breeders, Inc. (known as MAHB, Inc.) prior to time of service of mare, or June 30, 2006, whichever date is the earlier.

Purchaser agrees to pay the bid price in full on this date, or on the terms provided in this contract and to execute a promissory note to MAHB, Inc. for the remaining balance due.

It is further agreed that at time of full payment of the breeding fee, a certificate, signed by the MAHB, Inc. will be mailed to the last known address of the Purchaser and Stallion Owner. Prior to breeding a mare or shipment of semen, the certificate should be presented or full payment of the breeding fee verified by the treasurer of MAHB, Inc.

In the event the stallion owner by reason of death or injury of the stallion is unable to fulfill this agreement, the breeding deposit will be refunded without interest, unless frozen semen is available.

The stallion may be relocated within the United States or Canada before or during the 2006 breeding season. Breeding costs, including but not limited to transportation, board, handling, shipping and foaling fees are subject to change and are the buyer’s responsibility.

If the stallion is relocated outside the United States or Canada, the breeding deposit may be refunded, without interest, to the Purchaser upon MAHB, Inc. board approval.

It is further agreed that the breeding herein purchased is subject to the rules and regulations of the Auction Futurity sponsored by the MAHB, Inc. and that in the event Purchaser fails to comply with the terms and conditions of this sale or the rules and regulations of the Auction Futurity, MAHB Inc. May retain the down payment as liquidated damages and declare the contract void, or at its option, may without further notice sue for specific performance of contract.

If Purchaser defaults in the payment of the balance due under the term of this contract, stallion owner may complete the Purchaser’s performance of contract by payment of the balance, if any, due hereunder the MAHB, Inc. and shall then be entitled to utilize said breeding without any further obligations to Purchaser.

In consideration of being permitted to participate in the Auction Futurity conducted by MAHB, Inc. purchaser for themselves, their spouse, legal representative, heirs and assigns, hereby releases, waives, discharges, and indemnifies MAHB, Inc., its officers, directors, members, employees from all liabilities to Purchaser, their spouse, legal representative, heirs and assigns, for any or all loss or damage past, present or future resolving therefrom, on account of their purchase of this Stallion Service at the MAHB, Inc. 2005 Stallion Service Auction.

Venu for any action respecting this Agreement shall be in Blue Earth County, State of Minnesota, County of Registered Office of MAHB, Inc.
Founded in 1979, the Minnesota Arabian Horse Breeders, Inc. is a mix of talented, dedicated people who come together for the purpose of:
  • Promoting the beauty, intelligence and versatility of the Arabian breed.
  • Enhancing the Medallion Stallion Futurity program recognition therefore increasing value of eligible stallions and offspring.
  • Provide fundraising opportunity for charitable organizations.

MAHB, Inc. has produced the richest and longest running amateur only futurity program in the world. Our success has been built from our continued commitment to integrity, passion, competitiveness and spirit.

It is the continuing intent of MAHB, inc. to be the most recognized and most amateur only programin the nation.
MEDALLION STALLION PROGRAM

I. GENERAL RULES

     A. The Medallion Stallion Program shall be divided into two sections:
          1. Medallion Stallion Halter futurity Program
          2. Medallion Stallion Performance Division
     B. Only the bet from the stallion owned or sponsored by members of the
          Minnesota Arabian Horse Breeders, Inc. are eligible if all requirements are met.
          1. STALLION REQUIREMENTS
               a. The owner or the Sponsor of the nominated stallion must be a member in good
                    standing of the Minnesota Arabian Horse Breeders, Inc.
               b. Stallion owners must nominate their stallion with a $500 nomination fee.
          2. MARE REQUIREMENTS
               a. Any purebred mare bred to a nominated stallion in the Medallion Stallion
                    Program is eligible to be nominated.
               b. The mare must be registered in the Arabian Horse Registry of America or
                    the Canadian Arabian Horse Registry.
               c. The Mare Nomination Form must be completely filled in, signed, and include the
                    nomination fee before the mare will be accepted.
               d. The mare must be nominated and the $100 nomination fee per mare must be                     paid by December 31st of the year the mare is bred.
               e. The resulting foal remains nominated and eligible to be shown in halter as a
                    yearling and 2-year-old, and performance division classes, regardless of sale
                 or transfer of ownership.
               f. The nominations of mares will take place each year.

II. JUDGING AND SHOWING OF YEARLINGS AND 2-YEAR-OLDS

     A. The resulting foals will be shown as yearlings at the Minnesota Arabian Hose
          Breeders’ Fall Festival.
     B. The resulting foals will be shown as 2-year olds (resulting foals beginning with
          the 1989 breeding to be shown in 1992).
     C. A person who has an amateur status as certified by AHSA must show the
          resulting foals. No professional handlers will be allowed to show.
     D. There will be at least a two-judge system.
     E. The colts and fillies will be divided into separate groups. Colts and geldings, if
          any, will be shown in the same class.
     F. The prize money will be divided among the top 20 horses in each division (See
          Section IV).
     G. Judging will be done by an approved IAHA Judging System. One exception will
          be that no more than 25 horses will be shown in any one semi-final section.
          Judging system for each year will be published in the Prize List.

III. JUDGING AND SHOWING OF PERFORMANCE HORSES

     A. The resulting foals will be eligible to compete in the performance classes held
          at the Minnesota Arabian Breeders’ Fall Festival.
     B. Any Medallion Stallion or Auction foal born in 1988 or before that has already
          met the nomination requirements will be eligible to show in 1989.
     C. Any foal that was sired by a Medallion Stallion, Auction Stallion, or
          Performance Nominated Stallion and born in the years 1984, 1985, 1986,
          1987, or 1988 (if not previously entered in the Medallion Stallion Program) are
          eligible for nomination to the Medallion Stallion Program (Performance Division)
          if late fee of $500.00 nomination was accepted by M.A.H.B. before show
          closing date.
     D. Beginning in 1993 (to show beginning in 1994) offspring of Medallion Stallions
          not previously eligible can be nominated under the following rules:
          1. Nominations are for performance classes only – no horse, despite its age
               when nominated, will be accepted for nomination to any halter class.
          2. Only horses that are 4 years old and under can be nominated.
               Fees will be as follows:
               a. Foals nominated prior to December 31st of the birth year : $150.00
               b. Horses 3 and under: $250.00
               c. Horses 4 years old: $500.00
               d. Thereafter, horses are ineligible for nomination to the program.
               e. All ages will be determined by the January 1st rule, not by the
                    horse’s actual foaling date.
     E. After a stallion leaves the Medallion Program, the foals resulting from his last
          year of nomination are the last foals eligible for nomination.
     F. Except for the above exceptions (III. C & D) the only new horses that will be
          allowed into the Medallion Stallion Program (Performance Division) will be
          resulting foals from mares that were bred to Medallion Stallions and properly
          nominated.
     G. There will be at least a two-judge system.
     H. A person who has amateur status as defined by AHSA must show all horses
          shown in Performance Classes.
     I. The prize money will be divided among the top five horses from each class.
         (See Section IV.)
     J. Judging will be done by an approved IAHA Judging System (See Section II. G.)
     K. Any horse that has won a Championship in a Performance class at the
          Minnesota Arabian Breeders Fall Festival may not compete in the same class.
          A past performance Champion may compete in any class in which he has not
          been named Champion.
     L. An eligible horse can compete for a $75.00 entry fee, per horse, per class,
         paid with the completed Minnesota Arabian Horse Breeders, inc. entry form
         and received by the close of entries.

IV. PRIZE MONEY AND RIBBONS

     A. MEDALLION STALLION YEARLING FUTURITY
          1. Prize money for the Yearling Futurity classes will be comprised of the
               following:
               a. 50% of the Medallion Stallion nominations, from year of breeding
                    season.
               b. 10% of the Minnesota Arabian Horse Breeders Auction proceeds
                    (previous breeding year’s Auction)
          2. The Top Twenty finalists, both colts and fillies, will receive $50 and a
              Top Twenty Ribbon.
          3. The remainder of the prize money will be divided between colts and fillies
              and awarded to each as follows:
               a. Champion ........................................................................40%
               b. Reserve Champion..........................................................20%
               c. Remainder of Top Ten (each)...........................................5%
          4. In the event there are less than ten yearlings in a class, the percentage
              will stay the same for those placed, and the remaining prize money will
              be divided equally among the class participants.
     B. MEDALLION STALLION 2-YEAR-OLD FUTURITY (FIRST SHOWN IN 1992)
          1. Prize money for the 2-Year-Old Futurity classes will be comprised of the
              following:
               a. $100 mare nominations (nominations made by December 31st in the
                   year bred.)
               b. Class entries.
          2. The Top Twenty Finalists, both Colts and Fillies, will receive $50 and a
              Top Twenty Ribbon
          3. The remainder of the prize money will be divided equally between
              Colts/Geldings and Fillies and awarded to each as follows:
               a. Champion........................................................................40%
               b. Reserve Champion.........................................................20%
               c. Remainder of Top Ten (each)..........................................5%
          4. In the event there are less than ten 2-year-olds in a class, the
              percentage will stay the same for those placed, and the remaining prize
              money will be divided equally among the class participants.
     C. MEDALLION STALLION PERFORMANCE DIVISION
          1. Prize money for the Performance classes will be comprised of the
              following:
              a. 50% of the Medallion Stallion nominations (to the following years
                  Performance classes.)
              b. 10% of the Minnesota Arabian Horse Breeders Auction proceed
                   collected (to the following year’s Performance classes.)
              c. Class entries.
          2. The Top five placings will receive prize money divided equally between
               classes (except entries being added to each individual class) and
               awarded to each as follows:
               a. Champion...........................................................................40%
               b. Reserve Champion............................................................24%
               c. Remainder of Top Five (each)...........................................12%

V. ADDITIONAL RULES

     A. There are no limits to the number of mares that can be nominated each year.
     B. Everyone, Minnesota Arabian Horse Breeders included, pays the same
          nomination fee of $100 to nominate a mare into the Medallion Futurity Program.

NOTICE

     Each owner of their purported Medallion Stallion offspring shall be solely
responsible for determining eligibility of the offspring for all Medallion Stallion
events. Verification of the annual eligibility of current Medallion Stallions may be
secured from the Medallion Stallion Committee chairperson.
      Statements of the Minnesota Horse Breeders, Inc. are informational only and may
not made or given as a guarantee or as assurance of eligibility of any stallion
offspring for the Medallion Stallion Program.
JUDGING AND SHOWING
OF MEDALLION STALLION FUTURITY HORSES

YEARLING AND TWO YEAR OLD HALTER

  • Foals born of properly nominated mares are eligible to show in Yearling and Two Year Old Halter.
  • Horses must be shown by a person who has an amateur status as certified by USEF. No professional will be allowed to show.
  • There will be at least a two judge system.
  • Colts and fillies will be divided into separate classes. Colts and geldings will be shown in the same class.
  • Prize money will be divided among the top 20 horses in each class.
  • Judging will be done by an approved AHA Judging system. One exception is that no more than 25 horses will be shown in any one semi final section. Judging system for each year will be published in the Prize List.

PERFORMANCE DIVISIONS

  • Foals out of properly nominated mares are eligible to show in all performance classes.
  • Horses meeting the eligibility requirements and properly nominated as defined in Performance Nomination Rules & Procedures are eligible to show in all performance classes.
  • There will be at least a two judge system.
  • There are three divisions of performance futurity classes; Western, Hunt Seat and Saddle Seat.
  • All horses must be shown by a person who has an amateur status with USEA. No professional will be allowed to show.
  • Judging will be done by an approved AHA judging system.
  • Any horse that has won a championship in a performance division class at Fall Festival is not eligible to compete in that same class again. A past performance champion is eligible to compete in any performance class in which he has NOT been named champion.
By-Laws of Minnesota Arabian Horse Breeders, Inc.

Article 1 - Offices

Section 1 - Principal Office

The principal and registered office of the corporation shall be 600 South Second Street, Mankato, Minnesota 56001. The corporation may have such other offices, within the State of Minnesota, as the business of the corporation may require from time to time.

Section 2 - Registered Office

The registered office of the corporation required by the Minnesota Business Corporation Act to be maintained in the State of Minnesota may be, but need not be, identical with the principal office in the State of Minnesota, and the address of the registered office may be changed from time to time by the Board of Directors.

Article 2 - Members

Section 1 - Membership

There shall be two classes of members, namely, a class of fifty )50) active members, and a class of a limited number of social members.

Section 2 - Active Members

A. Active members’ requirements shall be:

i. Limited to fifty (50) members of legal age.

ii. All members must own a registered Arabian horse and provide proof of registry.

iii. All members must be members in good standing of the International Arabian Horse Association.

iv. All members must pay a non-refundable annual membership fee as established from time to time by the members of the Corporation.

B. Members, in order to maintain their active membership in good standing, must participate each year as follows:

i. Service on at least one committee to the satisfaction of that committee’s chairperson; and
ii. Regular attendance at a minimum of fifty percent of the Corporation’s activities and meetings; and

iii. Donation of a breeding to the Corporation at least every other year, if the member solely owns a stallion standing at public stud; and

iv. Abide by the rules and regulations set forth by the Corporation; and

v. Full payment of any indebtedness to the Corporation within thirty days after notification thereof; and

vi. Abstain from conduct deemed to be disorderly, injurious or hostile to the interests of the objects of the Corporation.

The Board of Directors, in individual instances, under special circumstances, determined by them may waive any or all said requirements.

C. Adult members of the same family may attend and be involved in all corporation activities and business; however, said family members together under a farm name shall constitute only one membership and shall be entitled collectively to only one vote on each matter submitted to the vote of the Corporation. Cumulative voting by members is prohibited.

D. Failure to comply and abide with these rules may result in the termination, suspension, expulsion of active membership or the transfer of membership from one class to another by two-thirds (2/3) vote of active members present at a duly constituted meeting. Such action, however, shall not be taken without first giving the member an opportunity to appear before the active members, to call witnesses in the member’s own behalf and to make such statements as the member deems relevant.

E. Any member may resign from the Corporation.

Section 3 - Prospective Members

Prospective active members can be added to the corporation in one of three (3) following ways:
A. Transfer to family member. Only an active member in good standing will have the right during lifetime or at member’s death to transfer the membership to a family member under the following rules and conditions:
i. There shall be no initiation fee or cost involved for transfer of membership to a family member.
ii. The transfer of a membership shall be automatic with no vote on the new membership necessary.
iii. Family members consist of: spouse
iv. The new family active member must not at time of transfer have any delinquent indebtedness to the corporation.
v. The new family member must be a member in good standing of the International Arabian Horse Association.
vii. In the event of the disability, incompetency or death of an active member, the membership shall pass to a family member by operation of law and/or by designation as beneficiary duly filed by the active member during his or her lifetime with the corporation, provided the prospective member meets the criteria for membership. Approval of the corporation shall not be required. In event of failure of transfer to a family member, the membership shall lapse and revert to the corporation.

B. Transfer to non-family member. Only an active member in god standing will have the right to transfer their active membership to a non-family member under the following rules and conditions:
i. The membership committee must be notified in writing by active selling member of the desire to transfer their membership to a non-family member. There will be a minimum of 60 days before the active selling member shall have an opportunity to make a presentation to the general membership at a regular meeting. During these 60 days we would urge the prospective new member to learn all they can about our organization by attending a meeting and asking questions. After the 60 days and the presentation the general membership shall have until the next general meeting to study the application for transfer, information and recommendation of the membership committee. At this meeting, or at the next general membership meeting, there shall be open discussion and a vote on the application for transfer. The new prospective member shall not be present at this meeting. They will be officially notified by mail of the result of the vote.

Our only additional criteria should be, whether or not in our opinion, the prospective new member would be an asset to our corporation.

In the event of a favorable vote, the President shall appoint an active member as their mentor, to assist them to become acclimated during their first year as an active member.

ii. Transfer of the active membership must have majority approval by corporation members in attendance at a duly constituted meeting to become effective.

iii. The new non-family active member cannot have any delinquent indebtedness to the corporation.

v. The new non-family member must own a registered Arabian horse and provide proof of registry.

vi. The new non-family member must be a member in good standing with the International Arabian Horse Association.

C. Transfer of membership by corporation. All applications for membership owned by the corporation shall be addressed in writing to the Board of Directors. The Board shall in each individual case determine the price and terms of said membership, and any special conditions to be attached thereto. The Board shall notify the membership committee of the prospective new member who, in their judgment at the time would be the best available asset to our corporation. The application for membership upon being submitted to the following rules and conditions. The new member will be approved when the following requirements have been met:

i. There will be a minimum of 60 days before the prospective new member shall have an opportunity to make a presentation to the general membership at a regular meeting. During these 60 days we urge the prospective new member to learn all they can about our organization by attending meetings and asking questions. After the 60 days and the presentation, the general membership shall have until the next general meeting to study the application for transfer, information and recommendation of the membership committee. At this meeting, or at the next general membership meeting, there shall be open discussion and a vote on the application for transfer. The new prospective member shall not be present at this meeting. They will be officially notified by mail of the result of the vote.

Our only additional criteria should be, whether or not in our opinion, the prospective new member would be an asset to our corporation.

In the event of a favorable vote, the President shall appoint an active member as their mentor, to assist them to become acclimated during their first year as an active member.

ii. The new member must have a majority approval by the corporation members in attendance at a duly constituted meeting to become effective.

iv. The new member cannot have any delinquent indebtedness to the corporation.

v. The new member must own a registered Arabian horse and provide proof of registry.

vi. The new member must be a member in good standing of the International Arabian Horse Association.

vii. In the event a new member fails to comply with the above criteria, nomination shall be deemed terminated by vote of the Board of Directors.

Section 4 - Social Members.

a. Social membership is an option available to active and/or former active members only.

b. Annual dues ($100.00) year).

c. May attend meeting and club functions.

d. May not vote.

e. Must serve on (but not chair) a committee and may not serve as an officer or director.

f. May not nominate a Medallion/Auction Stallion.

g. Will not be listed on active membership list.

h. May attend club shows and club functions as exhibitors only.

i. Member must be in good standing with organization at time of transfer.

j. Member will receive all publications of organization, including minutes.

k. Abstain from conduct deemed to be disorderly, injurious or hostile to the interests or the objects of the corporation.

l. Failure to comply and abide with these rules may result in the termination, suspension, expulsion of social membership by two-thirds (2/3) vote of active members present at a duly constituted meeting. Such action, however, shall not be taken without first giving notice signed by all members may designate any place, either within or without the State of Minnesota, as the place for the holding of such meeting.

Section 7 - Waiver of Notice.

Notice of the time, place and purpose of any meeting of members, whether required under the Minnesota Non-Profit Corporation Act, the articles, or the By-Laws, may be waived, in writing, by any member. Such waiver may be given before or after the meeting and shall be filed with the Secretary or entered on the records of the meeting.

Section 8 - Quorum.

The presence, in person, of at least thirty percent (30%) of the members entitled to vote at the meeting shall constitute a quorum for the transaction of business. In the absence of a quorum, those present in person or proxy may adjourn to such day at they shall, by majority vote, agree upon, and a notice of such adjournment shall, be mailed to each member entitled to vote at least seven (7) days before such adjourned meeting. The members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the with drawl of enough members to leave less than a quorum.

Section 9 - Voting Rights.

Every member of record at the date fixed for the determination of the persons entitled to vote at the meeting of the members, or, if no date has been fixed, then at the date of the meeting, shall be entitled at such meeting to one vote.

Section 10 - Proxies.

A shareholder may case his vote in person or through proxy. The appointment of a proxy shall be in writing, filed with the Secretary at or before the meeting. The authority of a proxy, if not coupled with an interest, may be terminated at will. Unless otherwise provided, in the appointment, the proxy’s authority will cease two (2) months after the appointment.

Section 11 - Informal Action by Members.

Any action required to be taken at a meeting of the members, or any other action which maybe taken at the meeting of the members, may be taken without a meeting if a consent in writing, settling forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof. Such action shall be effective on the date on which the last signature is placed on such writing or writings, or such earlier effective date as is set forth therein.

Section 12 - Overriding of Directors.

Any action of the Directors except for a By-Law change may be overridden by a majority vote of the members entitled to vote at any regular or special meeting of the members of notice of the proposed subject matter for the vote be contained in the notice of the meeting.

ARTICLE IV. BOARD OF DIRECTORS

Section 1 - Number - Qualifications.

The business of the corporation shall be managed by a board of seven directors. Six directors shall be elected by the members and one annually by the Board of Directors. Directors must be members in good standing of the corporation.

Section 2 - Term.

A. The six directors elected by the members shall serve staggered terms of three years subject, however, that during the directors first term the term may be shorter by vote of the members in order that the terms of all directors be staggered so that not more than two directors be elected each year to terms that will expire the same year. Each director shall hold office until his or her successor shall have been elected and qualified. The director’s term shall not commence until the conclusion of the meeting at which the director was elected.

B. The term of the director to be elected by the Board of Directors annually shall be one year. In the event the Board of Directors fail for a period of 75 days or more to duly elect such director, then the director shall be elected by a vote of the members.

Section 3 - Regular Meetings.

A regular annual meeting of the Board of Directors for the election of officers and the transaction of any other business shall be held without notice, immediately after, and at the same place as, the annual meeting of members. The Board of Directors may provide by resolution the time and place, either within or without the State of Minnesota for holding of additional regular meetings of the Board without other notice than such resolution.

Section 4 - Special Meetings.

Special meetings of the Board of Directors may be called for any purpose or purposes, at any time, by the President, Vice-President or any member of the Board. It shall be the duty of the officer or member of the Board calling the meeting to cause notice of not less than one day to be given to the other members of the Board. Any director may waive notice of any meeting.

Section 5 - Quorum.

A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board. The acts of a majority of Directors present at a meeting at which a quorum is present, shall be the acts of the Board of Directors.

Section 6 - Action in Writing.

Any action which could be taken at a meeting of the Board of Directors may be taken without a meeting if done in writing signed by all Directors.

Section 7 - Vacancies.

Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of Directors shall be filled by the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

Section 8 - Compensation of Directors.

Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors may be allowed their expenses for attendance at meetings of the Board. Nothing herein contained shall be construed to preclude any director from serving in any other capacity of the corporation and receiving compensation therefor.

Section 9 - Indemnification of Directors and Officers.

Each Director or officer of the corporation, whether or not then in office, shall be indemnified against reasonable costs and expenses (including counsel fees) incurred by him in connection with any action, suit or proceeding to which he may be a party by reason of his being or having been a Director, or officer of the corporation, except in relation to matters as to which he may be finally adjudged in such action, suit or proceeding to have been derelict in the performance of his duties such as Director or officer; and that the foregoing right of indemnification shall not be exclusive of other rights to which he shall be entitled as a matter of law.

Section 10 - Removal of Directors.

The entire Board of Directors or any individual Director may be removed from office, with or without cause, by vote of the majority of the members present at a meeting of the members. Neither a Director nor the entire Board shall be removed from the office unless the notice of the annual or special meeting at which removal is to be considered states such purpose. When the Board or anyone or more of the Directors be so removed, new Directors may be elected by the members at the same meeting.

Section 11 - Duties of Directors.

In addition to those duties normally performed by the Directors, the Board shall have the power to determine the policies of the corporation and to direct and set the corporation’s entertainment, budgets and program.


ARTICLE V. OFFICERS

Section 1 - Election - Term - Qualifications.
The officers of the corporations hall be a President, a Secretary and a Treasurer, and, if the Board of Directors so elects, one or more Vice Presidents, an such other officers as the Board of Directors may from time to time designate. The Board of Directors shall elect such officers annually at the regular annual meeting of the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Vice President, and the officers of President and Secretary. All officers must be members in good standing of the corporation.

Section 2 - Authority - Duties.

a. PRESIDENT - The President shall be the chief executive officer of the corporation. He shall preside at Board of Directors and membership meetings. He has authority to act for the corporation in connection with the ordinary business transaction of the corporation. He shall perform such other duties as may be determined from time to time by the Board of Directors.
b. VICE PRESIDENT - The absence of the President or in the event of his or her own death, inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors) shall perform the duties of the President, and when so acting, shall have all the powers of an be subject to all restrictions upon the President. Each Vice President shall have such powers and shall perform such duties as from time to time maybe assigned to him or her by the President or by the Board of Directors.
c. SECRETARY - The Secretary shall attend all meetings of the members, the Board of Directors and any committee thereof, and keep the minutes of such meetings, give notices, prepare any necessary certified copies of corporate records, and perform such other duties as may be determined from time to time by the Board of Directors.
d. TREASURER - The Treasurer shall have charge of the corporate treasury, receiving and keeping the monies of the corporation, and disbursing corporate funds as authorized. The Treasurer shall perform such other duties as may be determined from time to time by the Board of Directors.

ARTICLE VI. COMMITTEES

Section 1 - Executive Committee.

The Board of Directors may designate two or more of its members to constitute an Executive Committee. The President of the corporation shall be a member of the Executive Committee. To the extent determined by the Board, the Executive Committee has the authority of the Board in the management of the business of the corporation.

The Executive Committee shall not only act in the interval between meetings of the Board, and at all times is subject to the control and direction of the Board.

Section 2 - Other Committees.

Committees may be authorized from time to time by the Board of Directors to serve at the pleasure of the Board of Directors. The chairman of such a committee shall be appointed by the Board of Directors, but the chairman of such committee may appoint or remove other members thereof on sub-committees and name their chairman. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

ARTICLE VII. ELECTIONS

Section 1 - Record Date.

The Board of Directors may establish a record date to determine the names of all members in good standing which record date shall be such date which is sixty (60) days prior to the annual membership meeting, and the establishment of such record date shall determine those members who are entitled to vote at the immediately ensuring annual membership meeting.

Section 2 - Nominations.

Nominations of candidates for election to the Board of Directors shall be made by members from the floor of the annual meeting.

Section 3 - Voting.

Each member in good standing as of the record date may vote for as many candidates as there are vacancies on the Board of Directors to be filled. All votes shall be cast in person, and not by proxy; unless there be no contest the voting shall be by closed ballot. Al plurality of the votes cast shall be necessary to elect. The president shall appoint two tellers of the elections, whose duty it shall be to tabulate the ballots cast.

ARTICLE VIII. MEMBERSHIP FEES

Annual membership fees of this corporation, if any, shall be as established by vote of the members.

ARTICLE IX. FISCAL YEAR

The fiscal year of the corporation shall commence on January 1, and end on the last day of December next following.

ARTICLE X. CORPORATE SEAL

The corporation shall not have a corporate seal.

ARTICLE XI. AMENDMENTS

These By-Laws may be amended, altered, added to or repealed by the affirmative vote of a majority of the members at any regular or special meeting of the members if notice of the proposed amendment, alteration, addition or repeal be contained in the notice of the meeting, or by the affirmative vote of a majority of the Board of Directors if the amendment, alteration, addition or repeal be proposed at a regular or special meeting of the Board and adopted at a subsequent regular meeting; provided, however, that the Board of Directors shall not make or alter any By-Law, fixing the number, qualifications, classification or term of the office of Directors and provided further, however, that any By-Laws made by the affirmative vote of a majority of the Board of Directors as provided here may be amended, altered, added to or repealed by the affirmative vote of a majority of the members at any regular or special meeting of the members; also provided that no change of the date for the annual meeting of members shall be made within thirty (30) days before the day on which such meeting is to be held, unless consented to in writing, or by a resolution adopted at a meeting, by sixty (60%) percent of all members entitled to vote at the annual meeting.

Effective: July 1, 1997
Amended: _______________