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Registry Affiliation.
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By-Laws
Article I: Name, Legal Authority and Qualification for Membership.
The name of the Association shall be "Draft Cross Registry of America" or alternatively by the acronym "DCROA", and hereinafter referred to as the Association.
The Association is registered as a non-profit association of the United States of America.
Membership of the Association is open to anyone with an interest in the Draft Cross and who agrees to abide by the Rules and Regulation of the Association.
Article II: Goal of the Association and Manner of Achieving Same.
The Association's goal is to promote and to further the breeding and preservation of the Percheron and Friesian Crosses out of purebred and pedigreed stock. Crossed with AQHA Quarter Horse, APHA Paint Horse, ApHA Appaloosa, Jocky Club TB and/or AHA/IAHA Arabian Horses.
The Association will accomplish this goal by recognizing all the rules, regulations and statutes of the studbooks, established by the registry of the pedigreed parent's registry association.
The Association will negotiate procedures with the pedigreed animals registry association to provide members of the Association with facilities to register eligible Percheron and/or Friesian Crosses and have them judged in accordance with DCROA standards.
The Association will provide registration of all eligible Percheron and/or Friesian Crosses which have a traceable record documenting correct parentage. Registration documents attest only to pedigree and do not constitute proof of ownership; obtaining a properly executed Bill of Sale according to the laws of the State/Providence of residence is the responsibility of the buyer. The Association retains the full right to all registration documents, which must be surrendered by the holder upon the sale or death of the listed horse or as demanded by the Association.
The Association will establish its own Rules and Regulation appropriate for the understanding and implementation of these Bylaws. The Rules and Regulations will be ratified by the membership of the Association as outlined in these articles.
Article III: Membership, Conditions of Entry and Termination.
There shall be five categories of membership. These categories are:
Individual Membership - Any owner of at least one registered DCROA horse and who is a citizen or resident of North America can become an Individual Member of the Association. An individual member in good standing is entitled to one vote in Association proceedings and is eligible for election to the Board of Directors.
Family Membership - Two or more members of a family who are citizens or residents of North America can become a Family Member of the Association provided at least one registered DCROA horse is owned within or by the group. For the purposes of this category, a family is defined as husband and/or wife and children under the age of eighteen (18) years. A Family Membership in good standing is entitled to one (1) vote in Association proceedings and one member of the group who is at least eighteen (18) years old is eligible for election to the Board of Directors.
Business Membership - A legally recognized business entity organized in a North American country can become a Business Member of the Association provided at least one registered DCROA horse is owned by the entity. Business members shall be limited to the principals of the business. A Business Membership in good standing is entitled to one vote in Association proceedings and one member of the group who is at least eighteen (18) years old is eligible for election to the Board of Directors.
Honorary Membership - Any person who has made a significant contribution to the Association or to the goals of the Association may be nominated by two (2) members in good standing and eligible to vote to become an Honorary Associate Member or Honorary Individual Member for a specified term. The nomination shall be submitted to the Association Board for review and if deemed to have merit, shall be submitted to the general membership for approval by a ballot. If approved by a 75% majority of the votes cast by members in good standing and eligible to vote, the nominee shall be exempted from all membership fees or assessment for the period of time specified in the nomination. An Honorary or Individual Member shall have all the privileges of the Association that are provided by, respectively, an Associate or Individual membership.
Life Membership - Any Individual membership in good standing may, upon payment of specified fees to the Association, convert their membership to an Individual Life membership. A Life Member shall have all the privileges of an Individual member except they shall be exempt from the payment of any membership fees or assessments during his or her lifetime.
Associate Membership - Any person who is not a citizen or resident of North America, or who is a citizen or resident of North America but does not own a registered DCROA horse can become an Associate Member of the Association. An Associate Member is not entitled to vote in Association proceeding and is not eligible for election to the Board of Directors.
Eligibility for membership is determined at the time of the initial application and subsequently when the membership is renewed. Members failing to pay their annual dues by January 31 of each year will have their membership terminated from the Association. Members terminated for failure to pay their annual dues will be re-instated upon receipt of the amount of the dues along with a $10.00 reinstatement fee.
Any member wishing to resign from the Association shall give notice to that effect in writing to the Association. The Association will accept the resignation upon receipt of any outstanding fees and assessments.
Membership may be suspended or terminated under the following guidelines at the request of the Board of Directors or by request and vote by the membership.
A member who violates any rule or regulation as specified in the Bylaws of the Association or the Rules and Regulation, or deals unfairly with the Association or its members, or is guilty of misconduct or behavior injurious to the Association, or fails to fulfill obligations including payment of fees and/or assessments, is liable to be suspended from all or any of the privileges of the Association for such period or periods as the Board of Directors determines, or be expelled by the Board of Directors. A member so charged has the right to appear before the Board of Directors to make a proper defense. The member so charged must be given at least thirty (30) days notice of the meeting at which the Board of Directors will consider the suspension or expulsion.
Any five (5) members in good standing and entitled to vote can petition the Board of Directors to suspend or terminate a member who is considered guilty of conduct unbecoming a member of the Association. A member so charged has the right to appear before the Board of Directors to make a proper defense. Upon reviewing the evidence and finding merit in the petition, the Board Secretary, on behalf of the Board of Directors must notify the members so charged at least thirty (30) days prior to the meeting of the Board of Directors will consider the suspension or termination. At least one member making the charge must be present in person to present evidence of the alleged misconduct at the said meeting.
In the event that the member so charged is unable to be present at the meeting at which the motion for the suspension or termination is passed, the member has the right to appeal the decision at the next Board of Directors meeting. The intention to appeal must be signaled in writing within thirty (30) days of the Board's decision. Sanction specified by the Board will remain in effect during the appeal process.
Suspension or termination of membership, whether voluntary or involuntary, does not release a member from the liability for any fees or assessments.
The membership may optionally form local Chapters. Rules for the formation, maintenance, and dissolution of local chapters shall be defined in the Association Rules and Regulations.
Article IV: Directors, their Powers, Duties, Term of Office, Nomination/Election, Remuneration and Expenses, Retirement and Removal.
The Association shall be governed by a Board of Directors consisting of at least four (4) but no more than seven (7) Directors at large. The Directors will choose from their number a President, Vice-President, Secretary, and Treasurer.
The Board of Directors is responsible for managing the business of the Association to achieve its goals by exercising all such posers of the Association as outlined by these Bylaws and the Rules and Regulations of the Association. Without limiting the generality of the forgoing, The Board of Directors shall exercise the following powers.
To maintain the Rules and Regulations which govern the routine affairs of the Association. Additions or alterations will be proposed by the Board of Directors in accordance with these Articles.
To establish appropriate office facilities in order to conduct the Association's business and to engage, remunerate and discharge staff as necessary for the efficient and effective operation of the affairs of the Association.
To designate the bank of the Association and to determine from time to time who shall have signing authority for transactions involving the bank account or accounts of the Association.
To institute, conduct, defend, compound or abandon any legal proceedings by or against the Association or the Board of Directors or staff concerning the affairs of the Association and also to compound and allow time for payment or settlement of any debts due and of any claims or demands by or against the Association.
The duties of Directors shall be as follows.
The President shall preside at all Board of Directors and membership meetings of the Association enforce the Bylaws and the Rules and Regulations and generally supervise the affairs of the Association.
The Vice-President shall officiate in the absence of the President and assist the President in the discharge of his or her duties.
The Secretary shall monitor and oversee the correct and timely maintenance of the Association's records.
The Treasurer shall monitor and oversee all financial transactions and records of account of the Association and shall recommend appropriate audits to the Board of Directors to comply with the legal requirements of the Association.
The Directors at large shall take a leadership role in maintaining the Bylaws, the Rules and Regulations, and other duties as determined from time to time by the President.
The Board of Directors may delegate any of their powers to committee consisting of members in good standing as they think fit, providing at least one member of the Board is on each committee. Such delegated powers shall be detailed in writing by the Board. Any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may from time to time be imposed upon it by the Board. The meetings and proceedings of any such committee consisting of two or more members, shall be governed by the provisions herein contained for regulating the meetings and proceedings of the Board, so far as the same are applicable thereto, and are not superseded by any clause. The Board may from time to time revoke such delegations.
The term of office of the Directors shall be as follows.
Directors shall hold office for three (3) years except as hereinafter provided.
At the first Board Meeting following the election of Directors, the Directors who were elected three (3) years previously shall retire from office, including any Director appointed or elected to office to complete the unexpired term of a Director who has vacated his or her office as Director and who was elected to office three years previously.
A retiring Director shall retain office until the dissolution of the first Board meeting following the election of their successor.
A retiring Director shall be eligible for re-election.
The President must have served as a Director at least one year prior to his or her election as President.
Subject to the right to vary the number of Directors, the Association shall fill up the vacated offices annually by electing a like number of persons to be Directors.
The election of Directors shall be conducted as follows.
On or before January 1st of each year, the Association shall mail to each member a notice that the Association will receive nominations for the office of Director. The notice shall provide a period for no less than thirty (30) days in which to return the nominations.
Any two (2) members in good standing and eligible to vote may nominate any other member, other than a body corporate, for election as a Director by a letter in writing addressed to the Secretary at the office of the Association, provided that the member so nominated has endorsed his consent to such nomination upon such letter.
All such nominations must be received by the Secretary at the office of the Association on or before the date specified for the receiving of nominations and any nomination received after such date shall be invalid.
After the date specified for receipt of nominations, The Board of Directors shall cause a ballot to be prepared containing the names of those persons duly nominated with any other information that the Board deems advisable and shall cause one (1) ballot, together with voting instructions and voting envelopes, to be mailed to each member. The voting instructions will provide at least thirty (30) days to return the ballot. Any ballot sent by mail shall be deemed to have been served on the first business day following that on which the letter was mailed with pre-paid postage to the last address on record with the Association. The accidental omission to give notice to any member of the non-receipt by any member of such mail ballot shall not invalidate the outcome of the ballot.
Members shall vote for the election of Directors by completing the ballot in accordance with the voting instructions and return the ballot to the registered office of the Association, or if no office exists, to a location established by the Board of Directors. Ballots postmarked or certified received after the deadline specified in the voting instruction shall be invalid.
The President or Vice-President shall appoint two (2) members who are not members of the Board of Directors to act as a jury for the counting of ballots. If two members are not available for appointment as a jury, a disinterested non-member(s) may be appointed.
Within 15 days of the deadline for ballot postmarks, the Secretary for the Association or his or her designate shall count all ballots duly received in the presence of the jury so appointed. The results of the election shall be certified by the Secretary, or his or her designate, if appointed, and the jury.
Should a tie vote occur, The President, or failing him or her, the Vice-President shall have a casting vote to determine who shall be elected and will so certify.
The elected Director who receives the least number of votes shall complete the un-expired term of a Director who has vacated office.
The results of the election shall be announced to the general membership at the next scheduled mailing to the membership following the certification of the election.
Ballots shall be retained for 90 days following the announcement of the election results to the membership.
The Board of Directors shall meet at least annually.
The President or any three (3) members of the board of Directors may at any time call a meeting of the Board upon giving thirty (30) days of notice.
Members in good standing may attend any Board meeting as observers. Any members wishing to observe a Board meeting should notify the Office of the Association at least fourteen (14) days prior to the meeting.
If the President or Vice-President is not present at the time appointed for holding a meeting of the Board of Directors, the Directors present shall choose one of their numbers to be the chairperson for the meeting.
The Board of Directors may adjourn, excuse observers, and otherwise regulate their meetings and proceedings as they think fit; questions arising in any meeting shall be decided by a majority of votes with the vote of the Chairperson resolving any tie votes. Association staff and Association members representing certain issues may be invited by the Chairperson to enter into discussion during the meetings but are not entitled to vote.
During every meeting of the Board of Directors, minutes shall be kept. The minutes shall be approved and accepted by the vote of the Board of Directors no later than the close of the following meeting of the Board. Both the President and Secretary shall affix their signatures to the minutes after the minutes have been officially accepted by the Board.
With the exception of the Annual Board Meeting, the Board may conduct its business by any communication medium that may prove convenient, including, but not limited to, telephone, facsimile, and electronic mail. Actions approved by majority vote through these means shall have the same weight as actions taken during regular meetings. These actions shall be reported to the membership through the regular communications with the membership and read into the minutes at the next meeting of the Board.
The Board of Directors can allow an honorarium for any officer or staff of the Association as appropriate.
The Board of Directors may be reimbursed for travel, lodging and food expenses incurred while attending Board and membership meetings. In addition, any member of the Board of Directors can receive remuneration for specific services rendered to the Association on approval by the Board.
Members of the Board of Directors who fail to attend two (2) consecutive meetings of the Board without a satisfactory excuse to the other members of the Board shall be removed from office.
Any Director who is considered guilty of conduct unbecoming a member of the Board of Directors may be removed from office by the membership through the process of petition as outlined in these articles. The motion for dismissal of a Director must be approved by at least 75% of the votes cast by members in good standing and entitled to vote.
In the event that any Director is unable to complete his/her term of office or is removed from office, the Board of Directors may at their discretion appoint another member to temporarily fill the vacancy until a replacement is elected at the next annual election of Directors.
Article V: Indemnity of Officers
The Association hereby consents that each and every officer of the Association shall be deemed to have assumed office on the express understanding and agreement and condition that every officer of the Association and his or her heirs, executors and administrators and estate and effects respectively, shall from time to time and at all times be indemnified and saved harmless out of the funds of the Association from and against all costs, charges and expenses whatsoever which such director sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against him or her for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him or her in or about the execution of the duties of his or her office, and also from and against all other costs, charges and expenses which he or she sustain or incurs in or about, or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his or her own willful or default, dereliction of duty or conflict of interest.
No officer, auditor, manager, other employee, or individuals acting at the direction of the Board of the Association shall be liable for the acts, receipts, neglects or defaults of any other officer or employee or for joining in any receipt or act for conformity or for any loss, damage or expense happening to the Association through the insufficiency or deficiency of title to any property acquired by order of the Board of Directors for or on behalf of the Association or for the insufficiency of deficiency or any security in or upon which any of the monies of or belonging to the Association shall be placed out or invested or for any loss or damage arising from bankruptcy, insolvency or tortuous act of any person, firm or corporation with whom or which any monies, securities or effects shall be lodged or deposited or for any other loss, damage or misfortune whatsoever which may happen in the execution or the duties of his or her respective office or trust or in relation thereto unless the same shall happen by or through his or her own willful act or default.
Article VI: Accounts, Signing Authority, Safe Keeping and Audit
The Board of Directors shall cause true accounts to be kept of the sums of money received and expended by the Association and the matters in respect of which such receipts and expenditures take place. The books of accounts shall be kept at the registered office of the Association, or if no such office exists a location established by the Board of Directors, and shall always be open to the inspection of the Directors.
Contracts, documents or instruments in writing requiring the signature of the Association shall be signed by any two (2) Directors, one of whom must be the President or Vice-President. All contracts, documents and instruments in writing so signed shall be binding on the Association without any further authorization or formality. Without limiting the generality of the foregoing, the term,"contracts". Documents and instruments in writing" shall include deeds, mortgages, hypotheses, charges, conveyances, transfers, and assignments of property real or personal, immovable or moveable, agreements, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfers and assignments of shares, share warrants, stocks, bonds, debentures of other securities and all paper writings.
All shares and securities owned by the Association shall be lodged in the name of the Association with a chartered bank or a trust company or in a safety deposit box or with such other depositories as may be determined from time to time by the Board of Directors.
All checks, drafts or orders for the payment of money and all notes and acceptances and bill of exchanges shall be signed by one or more Directors or other person or persons, whether or not members of the Association, in such manner as the Board of Directors may from time to time designate by resolution.
An audit of the accounts of the Association shall be performed on a periodic basis as deemed appropriate by the Board of Directors. The auditor shall be appointed and secured by the Board of Directors. The remuneration of the auditor shall be fixed by the Board of Directors. The audit Reports will be kept on file at the registered office of the Association, or if no such office exists, at a location established by the Board of Directors. The Audit Report shall be open to the inspection of the membership with the exception of personal information about other members. Members must five fifteen (15) days prior notice of their intent to inspect the Audit Report.
The financial year of the association shall terminate on the 31st day of December in each year or on such other date as the Board of Directors may from time to time determine by resolution.
Article VII: Meetings, Special Meetings, Notices thereof, Voting Procedures, Quorums, Proxies and Adjournment
At least one (1) meeting of the membership shall be held in every calendar year at such time and place as the Board of Directors may determine. The meeting referred to in the last preceding clause shall be called the Annual General Meeting. The business of the Annual General Meeting shall be to receive and consider reports from the Directors including the accounts of the Association, and any other business which the Board of Directors deems appropriate.
All other meetings of the membership shall be called Extraordinary General Meetings. The Board of Directors, whenever deemed necessary and prudent may proceed to convene an Extraordinary General Meeting.
The membership may petition the Board of Directors to convene an Extraordinary General Meeting. Such a petition must be signed by ten percent (10%) of the membership in good standing and entitled to vote. In the case of a petition, the following provisions shall have effect:
The petition must state the object(s) of the meeting, must be signed by the petitioners and sent by registered mail to the Secretary at the registered office of the Association, or if no such office exists, at a location established by the Board of Directors. The petition may consist of several documents in like form or to the like effect, each signed by one or more petitioners.
If the Board of Directors do not proceed to convene such a meeting within sixty (60) days from the date of a valid petition being received, the petitioners or any of them representing more than half of all of their total, may themselves convene the meeting which shall be held within ninety (90) days from the date the petition was received at the office of the Association.
Any reasonable expenses incurred by the petitioners by reason of the failure of the Board of Directors duly to convene a meeting shall be repaid to the petitioners by the Association, and any sum so repaid shall be retained by the Association out of any sums due or to become due from the Association by way of fees or other remuneration in respect of their services to such of the directors as were in default.
No other business than that stated in the petition as the object(s) of the meeting shall be transacted.
On agreement between all the petitioners and the Board of Directors, the business stated in the petition may be handled in conjunction with the following Annual General Meeting.
A notice of meeting stating the day, hour, place and the general nature of business to be transacted shall be given to members in good standing and entitled to vote in any manner as prescribed by the Board of Directors not less than sixty (60) days before the date of such meeting. Any notice sent by mail shall be deemed to have been served on the first business day following that on which the letter was mailed with prepaid postage to the last address on record with the Association. The accidental omission to give notice to any member or the non-receipt by any member of such notice shall not invalidate any resolution passed or the proceedings taken at the meeting.
The quorum for membership meetings shall be sixty percent (60%) of members in good standing, eligible to vote and present in person or represented by proxy. No votes affecting the Association's policies shall be taken at any meeting unless the requisite quorum is present at the beginning of the meeting. If the necessary quorum ifs not met, the issue will be resolved by mail ballot as described within these articles. Votes on motions affecting the conduct of the meeting may be taken and such motions will be passed by a simple majority of these members in attendance.
Every matter submitted to any meeting of members shall be decided in the first instance by a show of hands unless a poll is demanded by any member either before or after any vote by show of hands. Every member entitled to vote and present in person or represented by proxy shall have one vote. In the case of a tie both on a show of hands and at a poll, the Chairperson of the meeting shall have second or casting vote in addition to the vote to which the Chairperson may otherwise be entitled. A demand vote to which the Chairperson may otherwise be entitled. A demand for a poll may be withdrawn.
At any meeting unless a poll is demanded is declaration by the Chairperson of the meeting that a resolution has been carried, or carried unanimously or by a particular majority, or lost, or not carried by a particular majority, shall be conclusive evidence of the fact.
In the event that both the President or Vice-President of the Association are not present at a membership meeting, the members who are present and entitled to vote shall choose another Director to chair the meeting or if no Directors are present shall choose one of their number to be Chairperson.
The instrument appointing a proxy shall, as nearly as circumstances permit, be in the form or to the effect following:
Proxy
To Draft Cross Registry of America:
I ___________________, being a(n)_________ Member of Draft Cross Registry of America in good standing and entitled to vote, herby appoint _____________ of ______________, or failing him (her), _____________ of ____________, as my proxy to attend and vote for me at the General Meeting of Draft Cross Registry of America to be held on the _____________ day of _____________ 20________, and at any adjournment thereof with the same power as if I were present at the said meeting.
Signature of Member:________________________ Date:__________________
The instrument of proxy shall be signed under the hand of the appointee or his/her attorney duly authorized in writing and attested. A person appointed by proxy need not be a member.
The instrument of proxy shall be deposited with registered office of the Association, or if no such office exists, at a location established by the Board of Directors not less than seven (7) days before the time fixed for the start of the meeting for proper verification otherwise it shall be invalid.
The Chairperson with the consent of any meeting at which a quorum is present may adjourn the meeting from time to time from place to place as the meeting shall determine. Whenever a meeting is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given in the same manner as the original meeting.
Accurate minutes of all membership meetings shall be published to the entire membership and accepted by the membership or the membership present prior to the adjournment of the next scheduled membership Meeting.
Article VIII: Amendments to the Bylaws and the Rules and Regulations
Any member in good standing and eligible to vote who has a proposal for a change to an Article in these Bylaws or in the Rules and Regulations of the Association may petition to the Association for such a change. Such a petition must be signed by at least ten (10) other members in good standing and eligible to vote. The petition must state the nature and purpose of the change, must be signed by the petitioners, and sent by registered mail to the registered office of the Association, or if no such office exists, to a location established by the Board of Directors. The petition may consist of several documents in like form or to the like effect, each signed by one or more of the petitioners. The membership will be notified of the proposed changes together with any comments from the Board of Directors by mail ballot as provided in these articles. The ballot mailings must be made within 120 days of the initial notice to the Association.
At its discretion the Board of Directors may propose additions or alteration to the Bylaws and the Rules and Regulations. The Amendments, together with any comments, will be presented to the membership for adoption by a mail ballot as described in these articles.
Amendments to the Association Bylaws will be adopted on a majority vote of ninety percent (90%) of the votes cast by members in good standing and eligible to vote.
Amendments to the Association Rules and Regulations will be adopted on a majority vote of seventy five percent (75%) of the votes cast by members in good standing and eligible to vote.
Article IX: Procedures for Execution of Mail Ballots
So that each eligible member has the opportunity to vote in matters of the Association especially in times that a quorum is not present or a membership meeting is not scheduled, voting issues will be resolved by a mail ballot. The voting shall proceed as follows:
The voting instructions, ballots, and return envelopes must be sent to all members in good standing and eligible to vote. The method for transmissions of the ballot will be by mail or other means designated by the Board of Directors. Any ballot sent by mail shall be deemed to have been served on the first business day following that on which the letter was mailed with pre-paid postage to the last address on record with the Association. The accidental omission to give notice to any member of such mail ballot shall not invalidate the outcome of said ballot.
Members shall vote on the issues by completing the ballot in accordance with the voting instructions and return the ballot to the registered office of the Association, or if no office exists, to a location established by the Board of Directors. Ballots postmarked or certified received after the deadline specified in the voting instructions shall be invalid.
The President or Vice-President shall appoint two (2) members who are not members of the Board of Directors to act as a jury for the counting of ballots. If two members are not available for appointment as a jury, a disinterested non-member(s) may be appointed.
Within 15 days of the deadline for ballot postmarks, the Secretary of the Association or his or her designate shall count all ballots duly received in the presence of the jury so appointed. The results of the election shall be certified by the Secretary, or his or her designate, or appointed, and the jury.
The results of the ballot shall be announced to the general membership at the next scheduled mailing to the membership following the certification of the election.
©2009 DCROA, all rights reserved.
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