CRDA proposed bylaws

Article I - Mission Statement & Purpose

Charles River Dressage Association's (CRDA) mission is to provide affordable quality dressage schooling shows, clinics, educational lectures and sponsorships, as well as programs for disabled riders, to its members and local community. In addition, CRDA strives to offer a friendly casual forum in which riders can compete and gain knowledge about the art/sport of dressage.

Article II - Members

Section 1 - Classes and Voting.

There shall be one class of members of this Corporation. Each member shall be entitled to one vote on all matters for which a membership vote is permitted by these by-laws of the Corporation.

Section 2 - Application and Fees.

A person shall become a member of the CRDA by filling out the appropriate membership form and paying dues that are predetermined by the members at the annual meeting.

Section 3 - Monthly and Annual Meeting.

A meeting for all members will be held on the first Tuesday of each month unless otherwise specified. An annual meeting of members for the purpose of electing the Board of Directors and the Executive Committee of the Corporation, for setting the dues of the Corporation, and for the transaction of any such other business as may properly come before the meeting, will be held on the third Sunday in January of each year, or at such time as the President or Board of Directors shall designate. Such annual meeting shall be a general meeting and shall be open for transaction of any business within the powers of the Corporation without special notice of such business, except in any case in which special notice is required by law, by the Articles of Organization, or by these by-laws.

Section 4 - Special Meetings.

Special meetings of the members shall be held at the call of the Board of Directors, or by the call of at least five members of CRDA by a demand signed, dated and delivered to the Secretary/Clerk of the Corporation. Such demand shall describe the purpose for the meeting.

Section 5 - Quorum and Voting.

A meeting of eight (8) members shall constitute a quorum. All matters shall be decided by a majority of the members present, unless otherwise required by law or provided herein.

Section 6 - Proxy Voting.

There shall be no voting by proxy.

Section 7 - Notice of Meetings.

Unless otherwise provided herein, notice of the meetings of the members shall be served personally, or sent by first class or electronic mail, to each member entitled to vote at such meeting, not less than ten (10) nor more than fifty (50) days before the meeting. The notice shall state the date, time and place of the meeting, but need not state the purpose of the meeting, except when specifically required by law or these by-laws. If mailed, the notice shall be sent to each member entitled to notice at his or her address as it appears on the books or records of the Corporation. No notice of any meeting need be given to any member who attends the meeting without protesting prior to the conclusion of the meeting the lack of notice of such meeting or to any member who submits a signed waiver of notice, whether before or after the meeting.

Article III - Board of Directors

Section 1 - Duties.

The Board of Directors shall manage the property, affairs and business of the Corporation. The Board shall consist of at least three (3), but not more than fifteen (15) Directors.

Section 2 - Meetings.

Regular meetings of the Board of Directors shall be held at such times and places as the Board may from time to time determine by resolution adopted at any meeting of the Board, and no further notice of such meeting need be given.

Section 3 - Special Meetings.

Special meetings of the Board of Directors shall be called by the Secretary/Clerk upon the request of the President or by request of a majority of the members of the Board of Directors, and shall be held at such time as may be specified in such request, provided that the time so specified shall permit giving notice as herein provided.

Section 4 - Notice.

Notice of a special meeting shall be given personally or sent by mail or e-mail to each Director, addressed to his or her address as it appears on the books or records of the Corporation, at least two days before the day on which the meeting shall be held. Such notice shall state the time and place of the meeting, but need not state the purpose or purposes for which the meeting is called except when specifically required by law or by these by-laws. No notice of any meeting need be given to any Director who attends such meeting without protesting prior to or at the commencement of the meeting the lack of notice of the meeting or to any Director who submits a signed waiver of notice whether before or after the meeting.

Section 5 - Written Consent.

Any action required or permitted under these by-laws to be taken by the Board of Directors or any committees thereof may be taken without a meeting if all of the members of the Board of Directors consent in writing to the adoption of a resolution authorizing the action. The resolution shall be filed with the minutes of the proceedings of the Board of Directors.

Section 6 - Telephones.

Any one or more members of the Board of Directors may participate in a meeting of the Board of Directors by means of a conference telephone or similar communication equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at the meeting.

Section 7 - Election and Term.

The initial Directors of the Corporation shall be named in the Articles of Organization. Thereafter, the Directors shall be elected as provided herein. The term of office for Directors shall be two years, or until successors are duly elected and qualified therefor. A Director may be reelected without limitation on the number of terms he/she may serve.The members shall elect the Board of Directors at the annual meeting of the members.

Section 8 - Removal.

Any Director may be removed, at a meeting called for that purpose, by the vote of the majority of the remaining members of the Board of Directors.

Section 9 - Vacancies.

Vacancies on the Board of Directors and newly created Director positions will be filled by a majority vote of the then Board of Directors.

Section 10 - No Salary.

Directors shall not receive salaries for their Board services, but may be reimbursed for reasonable expenses incurred while acting in the scope of their duties as Directors of the Corporation.

Section 11 - Conflict of Interest.

If a Director has a conflict with respect to a matter that comes before the Board of Directors, or a committee of the Board, the interested Director shall immediately notify the Board of Directors of the material facts of the conflict. The Secretary/Clerk of the Corporation shall record the conflict in the minutes of the proceedings of the Board of Directors. The matter to which the conflict pertains shall be approved only with the consent of the majority of the disinterested Directors entitled to vote thereon. The majority must be more than one Director.

Article IV - Committees

Section 1 - Executive Committee.

The Executive Committee shall be comprised of the President, Vice President, Treasurer and Secretary/Clerk. The Executive Committee shall have and may exercise all of the powers of the Board of Directors to make on-going decisions between monthly meetings, and shall have the power to make financial and budgetary decisions.

Section 2 - Other Committees.

The Executive Committee may establish such other committees, as it deems necessary and desirable. Such committees may exercise functions of the Executive Officers or may be advisory committees. The Executive Committee may create sub-committees, which may operate independently from the monthly meetings, provided that the sub-committees shall submit written or oral reports for review at each monthly meeting. Each sub-committee shall be controlled by a sub-committee chairperson, who shall (a) determine the date and place of the meetings, (b) assign and oversee sub-committee members' assignments, (c) be responsible for reporting at monthly meetings and (d) engage in all other functions as are necessary and proper.

Section 3 - Composition of Committees Exercising Executive Officers Functions.

Any committee that exercises any of the functions reserved for the Executive Officers shall be composed of one or more Directors. Such committee members shall be elected by the Executive Officers or by a vote of the majority of Directors present at such vote.

Section 4 - Vacancies.

If a vacancy shall occur in the Executive Committee for any reason, including an increase in the number of members of the Executive Committee, the majority of Directors present at such meeting may fill the vacancy at any meeting of the Board.

Section 5 - Meetings.

The President or any two members of the Executive Committee may call a meeting at such time or times and place or places as s/he or they desire by giving a notice of such meeting personally or sending such notice by mail or e-mail to each member of the Executive Committee, addressed to his or her address as it appears on the books or records of the Corporation, at least two days before the day on which the meeting is to be held. Such notice shall state the time and place at which the meeting shall be held, but need not state the purpose or purposes for which the meeting is called except when specifically required by law or these by-laws. No notice of a meeting of the Executive Committee need be given to any member who attends such meeting without protesting prior to or at the commencement of the meeting the lack of notice of such meeting or to any member who submits a signed waiver of notice before or after the meeting. The Executive Committee shall keep a record of its proceedings. Any one or more members of the Executive Committee or any other committee may participate in a meeting of such committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

Section 6 - Limitations on the Powers of Committees.

No committee may (a) approve dissolution, merger, or sale, pledge or transfer of all or substantially all of the Corporation's assets, (b) elect, appoint or remove Directors or fill vacancies on the Board of Directors or on any of its committees, or (c) adopt, amend or repeal the Articles of Organization, by-laws, or any resolutions by the Executive Committee.

Article V - Officers

Section 1 - Titles.

The Executive Officers of this association shall be the President, Vice President, Treasurer and Secretary/Clerk.

Section 2 - Qualification of Officers.

An officer must be a CRDA member in good standing and his or her dues must be up to date.

Section 3 - Nomination of Officers.

Members shall nominate potential officers in September of each year.

Section 4 - Election of Officers.

The officer must be nominated and seconded as a candidate by a member. Once nominated and seconded, the officer shall be elected by the Board of Directors of the Corporation. Elections shall be held annually in November of each year.

Section 5 - Term of Office.

Officers shall hold their offices for a term commencing on January 1 of the first year and terminating on December 31 of the second year. Officers may be reelected for additional terms.

Section 6 - Resignation.

Officers may resign as officers of the corporation, provided such officers provide the Corporation with thirty days notice, except in the event of emergencies, such as but not limited to, change in family/professional responsibilities.

Section 7 - Other Officers.

The Board of Directors, by a majority vote, may appoint a Membership Director, Newsletter Editor, USDF Representative, and/or other officers or agents as they shall deem necessary or desirable. The officers shall hold their offices for such terms and have such authority and perform such duties as shall be determined by the Board of Directors.

Section 8 - President.

The President shall be the chief executive officer of the Corporation and shall serve as the Chair of the Board of Directors and the Executive Committee. The President shall have any other powers and duties as may be prescribed by the Executive Officers.

Section 9 - Vice President.

The Vice President shall assist the President or assume duties of the President when the President is absent.

Section 10 - Secretary/Clerk.

The Secretary/Clerk shall have overall responsibility for all record keeping. The Secretary/Clerk shall perform, or cause to be performed the following duties:

a. Official recording of the minutes of all proceedings of the Board of Directors, Executive Committee and monthly meetings.

b. Provisions for notice of all meetings of the Board of Directors, Executive Committee and members.

c. Authentication of records of the Corporation.

Section 11 - Treasurer.

The Treasurer shall have overall responsibility for all financial record keeping of the Corporation. The Treasurer shall perform or cause to be performed the following duties:

a. Deposit of all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Executive Officers.

b. Disbursement of all funds when proper to do so.

c. Making financial reports as to the financial conditions of the Corporation to the Executive Officers, the Executive Committee and the Board of Directors.

d. Any other duties as may be prescribed by the Executive Officers.

Article VI - Amendments to By-Laws

These by-laws may be amended or repealed and new by-laws adopted, by a vote of the majority of the members of the Corporation present at a meeting at which such amendment or repeal was proposed. Each member shall be given at least one month's notice of the date, time and place of the meeting at which the proposed amendments are to be considered. Further, the notice shall state that one of the purposes of the meeting is to consider a proposed amendment to the by-laws and shall contain a copy of the proposed amendment. Notice of the meetings of the members shall be served personally, or sent by first class mail to each member entitled to vote at such meeting, not less than ten (10) nor more than fifty (50) days before the meeting. If mailed, the notice shall be sent to each member entitled to notice at his or her address as it appears on the books or records of the Corporation. No notice of any meeting need be given to any member who attends the meeting without protesting prior to the conclusion of the meeting the lack of notice of such meeting or to any member who submits a signed waiver of notice, whether before or after the meeting.

Article VII - Inspection of Records

Books, accounts, documents and records of the Corporation shall be open to inspection by any member of the Corporation at all times during the usual hours of business. The original, or attested copies of the Articles of Organization, by-laws and records of all meetings of the members and the Board of Directors, and records which shall contain the names of all members and Directors, and their record addresses, shall be kept in Massachusetts at the principal office of the Corporation, or at an office of the Secretary/Clerk or the resident agent, if any, of the Corporation. Said copies and records need not all be kept in the same office.

Article VIII - Indemnification

The Corporation shall, to the fullest extent now or hereafter permitted by law, indemnify any person made, or hereafter made, a party to any action or proceeding by reason of the fact the s/he, her/his testator or intestate is or was a Director, officer, member or employee of the Corporation, or any other organization served by her or him in her or his capacity at the request of the Corporation, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorney's fees, actually and necessarily incurred by her or him in connection with such action or proceeding; except with respect to any matter as to which s/he shall have been determined not to have acted in good faith or in the reasonable belief that her/his action was in the best interest of the Corporation. As to any matter disposed of by a compromise payment by such person, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless such compromise and indemnification theretofore shall be approved by a majority vote of the Board of Directors.

Article IX - Fiscal Year

The fiscal year of the corporation shall terminate on December 31st of each calendar year.

Article X - Execution of Instruments

All documents, instruments, or writings of any nature shall be signed, executed, sealed, verified, acknowledged and delivered by such officers, agents or employees of the Corporation, and in such manner, as from time to time may be determined by the Board of Directors or by the Executive Committee.

Article XI - Seal

The corporate seal shall be circular in form and shall bear the name of the Corporation and words and figures denoting its organization under the laws of the Commonwealth of Massachusetts and the year thereof and otherwise shall be in such form as shall be approved from time to time by the Board of Directors.

Article XII - Dissolution

In the event of dissolution of the Corporation, all of the property and funds of the Corporation shall be distributed evenly among one or more corporations, community chests, funds and foundations organized and operated exclusively for charitable, religious, scientific, literary or educational purposes or for the prevention of cruelty to children or animals, as the Board of Directors or Executive Committee shall determine.

Article XIII - Charitable Restrictions

No part of the net earnings of the Corporation shall inure to the benefit of any private shareholder or individual. No substantial part of the activities of the Corporation is carrying on propaganda or otherwise attempting to influence legislation.

Adopted: October 2nd, 2001

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