|
PRESIDENT
Dustin Shuck |
VICE PRESIDENT
Heath Lash |
SECRETARY
Susan Ogier |
TREASURER
Mike Breen |
|
Board of Directors: 2021 - 2024
Dale Jackson (appointed) Ann Griffin (appointed) |
Board of Directors: 2022 - 2025
Cody Bogard Lydia Mudd |
Board of Directors: 2023 - 2026
James DeJong Amanda Greenberg |
|
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Achievements Amanda Greenburg Certification Chair Troy Price Contest Chair Reuben Miller Election Dale Jackson Hammer In- Spring Troy Price IAEP - Injured Farriers Fund IFA BOD Newsletter Killey Shuck PSCAAEP Liason - Digital Media Lydia Mudd |
AMENDED AND RESTATED CODE OF BYLAWS OF THE INDIANA FARRIERS’ ASSOCIATION, INC.
ARTICLE 1
Identification
Section 1.01. Name. The name of the Corporation is The Indiana Farriers’ Association,
Inc. (the “Association”).
ARTICLE 2
Purpose
Section 2.01. Purpose. The purpose of the organization is to promote quality
farriery, build and encourage community, sponsor, and promote activities and education.
ARTICLE 3
Membership
Section 3.01. Qualifications and Admission. A proposed member must be a natural
person over the age of eighteen (18) years of age. Each potential member shall make an
application to the Association and submit the appropriate fees. Each applicant shall indicate the
membership category for which membership is sought.
Section 3.02. Regular Members:
A. Who are practicing farriers (including apprentice, interns, part-time, full-
time, and/or retired farriers).
B. Entitled to vote in all Association elections, and/or decisions, participate in
discussions and receive access to documents distributed by the Association.
Section 3.03. Associate Members:
A. Non-Voting members with no office holding privileges.
B. May participate in activities and discussions; shall receive all pertinent
mailings and documents distributed by the Association.
Section 3.04. Supporting Members:
A. Non-Voting members with no office holding privileges.
B. Receive all pertinent mailings and documents distributed by the
Association; be acknowledged in various documents distributed by the
Association at specified Association functions.
Section 3.05. Honorary Members:
A. Voted into membership by a majority vote of the general membership.
B. Non-Voting members with no office privileges.
C. Pay no dues.
D. Be acknowledged and encouraged to enter all discussions and activities at
general meetings.
Section 3.06. Life Members:
A. Those who have purchased or been awarded a life membership within one
of the above sections (3.02, 3.03, 3.04, 3.05, and 3.06).
B. They shall have the same privileges as outlined for that Section and have
annual member category to which they belong.
Section 3.07. Student Members:
A. Those who have just completed school and/or are in their first year of
shoeing.
B. Membership is free and has no voting privileges.
C. They may attend IFA functions at the member pricing.
ARTICLE 4
Meetings and Voting
Section 4.01. Annual Meetings. The Board of Directors shall hold the annual meeting
by April 15 th at such location as approved by the Executive Committee. Notice of the annual
meeting shall be sent in writing to all members in good standing thirty (30) days prior to the date
of the meeting. The annual meeting shall be for the purpose of the elections of officers and the
transaction of such business as may come before the meeting. Failure to hold an annual meeting
shall not affect the terms of the Officers or Directors or the validity of actions by the Association
conducted at such meeting.
Section 4.02. Special Meetings. Special meeting of members may be called by the
President or by a majority of the Board of Directors then in office or by a member contingent
representing one-fourth (1/4) or more votes of the Association. The purpose of each special
meeting shall be stated in the notice and may only include purposes which are lawful and proper
for members to consider.
Section 4.03. Place of Meetings. The President or Board of Directors shall designate
the place, either within or without the State of Indiana as the place of meeting for any meeting of
members.
Section 4.04. Notice of Meetings and Waiver. Notice of all meetings of the Board of
Directors, except as herein otherwise provided, shall be given by mailing the same or by
telephoning, telegraphing or electronic transmission ("Email") or delivering personally the same,
not less than ten (10) days before the meeting, nor more than sixty (60) days before the date of
the meeting to the usual business or residence address of the Director as shown upon the records
of the Association. Notice of any meeting of the Board of Directors may be waived in a
document filed with the Secretary by any Director if the waiver sets forth in reasonable detail the
purpose or purposes for which the meeting is called and the time and place of the meeting.
Attendance at any meeting of the Board of Directors shall constitute a waiver of notice of that
meeting, except where a Director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or convened.
Section 4.05. Member Quorum. Voting members must appear in person or by proxy to
constitute a quorum at a meeting of members. If a quorum is present, the affirmative vote of a
majority of the members at the meeting entitled to vote on the subject matter shall be the act of
the members. After a quorum has been established at a member’s meeting, the subsequent
withdrawal of members, so as to reduce the number of members entitled to vote at the meeting
below the number for a quorum, shall not affect the validity of any action taken at the meeting or
any adjournment thereof. If a quorum is not present when the meeting starts, then a majority of
the members present may adjourn the meeting from time to time without further notice. Quorum
for a Board of Directors meeting shall be a majority of the Directors in office.
Section 4.06. Voting. Each voting member shall be entitled to an equal vote on each
matter submitted to a vote at a meeting of the members.
Section 4.07. Proxies. Every member entitled to vote at a meeting of the members
or to express consent or dissent without a meeting may authorize another person or persons to act
for such member by proxy. Every proxy shall be in writing and shall include the member’s
name, both printed and in signature and identification number. No proxy shall be valid after the
expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy.
Every proxy shall be revocable at the pleasure of the member executing the proxy except as
otherwise prohibited by law.
Section 4.08. Books, Records and Reports. The Association shall keep correct and
complete minutes of its members. Board of Directors and committees shall keep complete
books and records of accounts and shall keep a membership book containing the name and
address of each member, including non-voting members. An annual report shall be sent to the
members no later than four (4) months after the close of each fiscal year. Such report shall
include a balance sheet and a revenue and disbursement statement for the fiscal year.
ARTICLE 5
Board of Directors
Section 5.01. General Powers. Subject to the limitations of the Articles of
Incorporation, these Bylaws and the Indiana Not For Profit Corporation Act of 1991 (the “1991
Act”) all corporate powers shall be exercised or approved by members of the Association, all
corporate powers shall be exercised by or under the authority of the Board of Directors, and the
management and affairs of the Association shall be controlled by the Board of Directors.
Section 5.02. Number. There shall be six (6) Directors of the Association, which
number may from time to time be increased or decreased by resolution adopted by no less than a
majority of the Board of Directors, subject to the limitation that the Board of Directors shall
never be reduced to less than three (3). In the event the number of Directors is increased as
provided herein, the election of the additional Director or Directors shall be by a vote of the
Directors of the Association then in office. Except as otherwise provided in these Bylaws, all
members of the Board of Directors shall have and be subject to the same and equal
qualifications, rights, privileges, duties, limitations, and restrictions.
Section 5.03. Election. The Board of Directors shall be elected from those individuals
selected by the nominating committee established for the sole purpose of identifying and
selecting individuals for possible election to the Board of Directors. The Board of Directors of
the Association shall be elected at the annual meeting of the members and two (2) Directors shall
be elected each year for a three-year term.
Section 5.04. Term. Each member of the Board of Directors shall serve for a term of
three (3) years or until his or her successor is elected and qualified, or until he/she has resigned
or been removed. Incumbent Directors shall be eligible for re-election and the number of years a
person may serve as a Director is not limited.
Section 5.05. Vacancies. Any vacancy among the Directors caused by death,
resignation, removal or otherwise, may be filled by the affirmative vote of a majority of the
Directors remaining in office. A Director elected to fill a vacancy shall hold office until the
expiration of the term of the Director causing the vacancy and until his or her successor shall be
elected and qualified.
Section 5.06. Resignation. Any Director may resign at any time by giving written
notice of such resignation to the Board of Directors, the President, or the Secretary of the
Association. Such resignation shall take effect when the notice is effective unless the notice
specifies a later effective date. The acceptance of a resignation shall not be necessary to make it
effective.
Section 5.07. Removal. Any Director may be removed, with or without cause, in
accordance with the provisions of the 1991 Act.
Section 5.08. Committees. The Board of Directors, by resolution adopted by a majority
of the Board, may designate one or more committees, each of which shall consist of two or more
Directors, which committees, to the extent provided in said resolution, shall have and exercise
the authority of the Board of Directors in the management of the Association. Other committees
not having and exercising the authority of the Board of Directors in the management of the
Association may be designated by a resolution adopted by a majority of the Directors present at
the meeting at which a quorum is present. The designation of any such committee and the
delegation thereof of authority shall not operate to relieve the Board of Directors, or any
individual Director, of any responsibility imposed upon it or him by law.
Section 5.09. Action Without Meeting. Any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be taken without a
meeting if the action is taken by all members of the Board of Directors or of such committee.
The action must be evidenced by at least one written consent describing the action taken, signed
by each member of the Board of Directors or of such committee, and included in the minutes or
filed with the corporate records reflecting the action taken.
Section 5.10. Meeting by Telephone, Virtual Meeting, etc. Any or all of the members
of the Board or of any committee designated by the Board may participate in a meeting by or
through the use of any means of communication by which all persons participating may
simultaneously hear each other during the meeting. Participation in a meeting using these means
constitutes presence in person at the meeting. Voting during a conference call may be done via
group text with all executive members present on the call. The voting method will act the same
as if done in person.
Section 5.11. Annual Meeting. The Board of Directors shall hold the annual
meeting of members by April 15 th of each year. Failure to hold an annual meeting shall not affect
the terms of the Officers or Directors of the validity of any action taken by the Association.
Section 5.12. Regular Meetings. The Board of Directors shall meet quarterly at such
place as shall be determined from time to time by the Board of Directors. Failure to hold regular
meetings shall in no way affect the terms of Officers or Directors of the validity of the actions of
the Association.
Section 5.13. Special Meetings. Special meetings may be held from time to time as
called by the President and/or a majority of the Board of Directors. Notice shall be sent to all
members in good standing no less than ten (10) days prior to the date of such meeting. The
notice shall be in writing. A quorum will consist of members present.
ARTICLE 6
Officers
Section 6.01. Officers and Agents. The officers of the Association shall consist of a
President, Vice President, Secretary and Treasurer, and such other officers as the Board of
Directors may, by resolution, designate from time to time. No office may be held by the same
person. The Board of Directors may, by resolution, create, appoint, and define the duties of such
officers and agents as, in its discretion, is deemed necessary, convenient, or expedient for
carrying out the purposes for which the Association is formed.
Section 6.02. Election, Term of Office and Qualification. All officers shall be chosen
annually by the members at the annual meeting, subject to the selection process established by
the nominating committee, at the annual meeting of the Board of Directors. Officers shall be
selected annually by a secret ballot by a majority vote of the regular members. Each officer shall
serve for a two-year term.
Section 6.03. Vacancies. In the event an office of the Association becomes vacant by
death, resignation, retirement, disqualification or any other cause, the Board of Directors shall
elect a person to fill such vacancy, and the person so elected shall hold office and serve until the
next annual meeting of the Board of Directors or until his or her successor is elected and
qualified, or until his or her death, resignation or removal.
Section 6.04. President. The President shall preside at all meetings of the Board of
Directors, shall appoint the members of all standing and temporary committees, subject to the
review of the Board of Directors, shall be the chief executive officer of the Association; shall
have and exercise general charge and supervision of the affairs of the Association; and shall do
and perform such other duties as this Code of Bylaws provides or as may be assigned to him or
her by the Board of Directors.
Section 6.05. Vice President. The Vice President shall assist the President in the
management and operation of the Association, perform the duties usually discharged by such
officer, and perform such other duties as the Board of Directors or President may prescribe. The
Vice President shall in the absence of the President perform the duties of the President.
Section 6.06. Secretary. The Secretary shall have custody and care of the
Association’s records and the minute book of the Association He/she shall attend all the
meetings of the Board of Directors, and shall keep, or cause to be kept in a book provided for
that purpose, a true and complete record of the proceedings of such meetings and shall perform a
like duty for all standing committees of the Board of Directors when required. He/she shall
attend to the giving and serving of all notices of the Association, shall file and take care of all
papers and documents belonging to the Association, and shall authenticate records of the
Association as necessary.
Section 6.07. Treasurer. The Treasurer shall keep correct and complete records of
account, showing accurately at all times the financial condition of the Association. He/she shall
be the legal custodian of all monies, notes, securities and other valuables which may from time to
time come into the possession of the Association. He/she shall immediately deposit all funds of
the Association coming into his/her hands in some reliable bank or other depository to be
designated by the Board of Directors and shall keep such bank account in the name of the
Association. He/she shall furnish at meetings of the Board of Directors, or whenever requested,
a statement of the financial condition of the Association and shall perform such other duties as
may be required by this Code of Bylaws or as may be prescribed by the Board of Directors or the
President. A member of the Executive Committee shall have the authority to sign checks for the
purpose of meeting the Association’s financial obligations.
The Executive Committee shall approve all disbursements by a majority vote. The
Treasurer and Secretary shall be bonded at the expense of the Association.
Section 6.08. Assistant Officers. The Board of Directors may, from time to time,
designate assistant officers who shall exercise and perform such powers and duties as the officers
whom they are elected to assist shall specify and delegate to them, and such other powers and
duties as may be prescribed by the Code of Bylaws, the Board of Directors, or the President.
Section 6.09. Removal. Any officer may be removed from office, with or without
cause, by the Board of Directors.
Section 6.10. Resignations. Any officer may resign at any time by delivering notice to
the Board of Directors, the President, the Secretary, or the Treasurer. A resignation is effective
when the notice is effective unless the notice specifies a later effective date.
ARTICLE 7
Committees, Representations and Liaisons
Section 7.01. Executive Committee. The Executive Committee shall consist of the
Officers and Board of Directors. Members of the Executive Committee must be members of the
Association for at least one year and one day prior to being elected. Meetings of the Executive
Committee may be held from time to time upon call by the President or a request of a majority of
the committee. Members of the Committee shall be notified in writing, by telephone, electronic
means, or in person at least twenty-four (24) hours before the time of the meeting. A quorum
shall consist of two-thirds (2/3) of the Executive Committee present and voting in person.
Unless otherwise designated, the vote shall be by simple majority and the President shall hold the
authority to cast a tie-breaking vote.
Section 7.02. Standing Committees. Standing committees, appointed by the
President, shall be Education, Publicity, Membership, Archives, Constitution and Bylaws,
injured Farriers Fund, Certifications, Hammer-ins and Contests. All Committees shall make full
reports of their activities at the annual meeting. Additionally, the President shall serve as the
liaison to the American Farrier’s Association as well as the other farrier and farrier-related
organizations. The President will also serve as the liaison to or appoint an official liaison to the
following organizations: Indiana Horse Council, Hoosier Horse Fair, and the Indiana
Association of Equine Practitioners.
Section 7.03. Creation of Committees. The President, the Board of Directors
and/or the Executive Committee may appoint from time to time standing committees, as
necessary. Said Committees must be authorized by vote at the next meeting of the Board of
Directors. Vacancies on a committee shall be filled by the Chairperson and approved by the
Executive Committee.
Section 7.04. Committee Chairpersons. The President shall appoint all committee
chairpersons and may with or without cause revoke such appointments at will and make new
appointments. A Committee chair shall be an Association member or the spouse/significant
other of such member.
Section 7.05. Ex Officio. The President shall serve as Ex-Officio member of all
committees. The immediate past chairperson of each committee shall also serve as an ex-officio
member of the committee.
Section 7.06. Quorum. At all meetings of the committees, one-third (1/3) of the
committee’s members shall constitute a quorum for the transaction of the business. The acts of a
majority of the members of the committee present at a meeting at which there is a quorum shall
be the act of the committee.
ARTICLE 8
Ballot by Mail
The Association shall have the right to take a ballot of its members on any Association
business by mail, provided the ballots are mailed to the membership as a whole immediately
following the resolution of the Board of Directors directing a submission of such matter to the
membership for mail balloting. It shall be further provided that at least twenty percent (20%) of
the entire membership of the Association shall remit by mail their ballots duly marked within
thirty (30) days of the date of mailing the ballots to the membership.
ARTICLE 9
Loans to Officers and Directors
The Association shall not lend money to or guarantee the obligations of any officer or
Director of the Association.
ARTICLE 10
Financial Affairs
Section 10.01. Contracts. The Board of Directors may authorize any officer or agent to
enter into any contract or execute and deliver any instrument in the name of and on behalf of the
Authority, and such authority may be general or confined to a specific instance.
Section 10.02. Investments. The Association shall have the right to retain all or any
part of any securities or property acquired by it in whatever manner, and to invest and reinvest
any funds held by it, according to the judgment of the Board of Directors.
ARTICLE 11
Fiscal Year
The fiscal year of the Association shall begin on the first day of January each year and
end on the last day of December each year.
10
ARTICLE 12
Corporate Indemnification
To the extent not inconsistent with the laws of the State of Indiana, every person (and the
heirs, estate, executors, administrators, and personal representatives of such person) who is or
was a Director or officer of the Association, shall be indemnified by the Association as provided
in the 1991 Act.
ARTICLE 13
Prohibited Activities
Notwithstanding any other provision of this Code of Bylaws, no Director, officer,
employee or agent of this Association shall take any action or carry on any activity by or on
behalf of the Association not permitted to be taken or carried on by an organization described in
Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or any successor provision
or provisions thereto.
ARTICLE 14
Dissolution
Upon dissolution the assets of this Association shall be distributed to any not-for-profit
corporation, trust, foundation, or other organization the purposes of which are substantially the
same as those of this Association and which, at the time of transfer, is exempt from federal
income taxation under Section 501(c)(3) of the Internal Revenue Code or other federal tax law.
ARTICLE 15
Amendments
The power to make, alter, amend, or repeal the Code of Bylaws is vested in the Board of
Directors, which power shall be exercised by affirmative vote of a majority of the Directors
present at any meeting of the Board of Directors; provided, however, that the proposed
amendment shall be included in the notice of such meeting. If notice of a proposed amendment
to the Code of Bylaws is included in the notice of any meeting of the Board of Directors, it shall
be in order to consider and adopt at that meeting any amendment to the Code of Bylaws dealing
with the subject matter with which the proposed amendment is concerned.
ARTICLE 16
Dues
Dues for all classes of membership shall be established by the Executive Committee. In
addition to annual dues the Board of Directors may assess additional dues as the Board of
Directors determines them to be in the best interest of the Association. Dues shall be payable on
January 1 st of each year. Dues for new members must accompany membership application. Each
due paying member shall be issued a membership card. A member may have his/her
membership terminated if dues are in default by more than sixty (60) days from the due date.
Amendment 1: (10/23/2023)
Any event with limited number of spots (participants), organizer can hold the first spot for themselves, after payment of event fees.
ARTICLE 1
Identification
Section 1.01. Name. The name of the Corporation is The Indiana Farriers’ Association,
Inc. (the “Association”).
ARTICLE 2
Purpose
Section 2.01. Purpose. The purpose of the organization is to promote quality
farriery, build and encourage community, sponsor, and promote activities and education.
ARTICLE 3
Membership
Section 3.01. Qualifications and Admission. A proposed member must be a natural
person over the age of eighteen (18) years of age. Each potential member shall make an
application to the Association and submit the appropriate fees. Each applicant shall indicate the
membership category for which membership is sought.
Section 3.02. Regular Members:
A. Who are practicing farriers (including apprentice, interns, part-time, full-
time, and/or retired farriers).
B. Entitled to vote in all Association elections, and/or decisions, participate in
discussions and receive access to documents distributed by the Association.
Section 3.03. Associate Members:
A. Non-Voting members with no office holding privileges.
B. May participate in activities and discussions; shall receive all pertinent
mailings and documents distributed by the Association.
Section 3.04. Supporting Members:
A. Non-Voting members with no office holding privileges.
B. Receive all pertinent mailings and documents distributed by the
Association; be acknowledged in various documents distributed by the
Association at specified Association functions.
Section 3.05. Honorary Members:
A. Voted into membership by a majority vote of the general membership.
B. Non-Voting members with no office privileges.
C. Pay no dues.
D. Be acknowledged and encouraged to enter all discussions and activities at
general meetings.
Section 3.06. Life Members:
A. Those who have purchased or been awarded a life membership within one
of the above sections (3.02, 3.03, 3.04, 3.05, and 3.06).
B. They shall have the same privileges as outlined for that Section and have
annual member category to which they belong.
Section 3.07. Student Members:
A. Those who have just completed school and/or are in their first year of
shoeing.
B. Membership is free and has no voting privileges.
C. They may attend IFA functions at the member pricing.
ARTICLE 4
Meetings and Voting
Section 4.01. Annual Meetings. The Board of Directors shall hold the annual meeting
by April 15 th at such location as approved by the Executive Committee. Notice of the annual
meeting shall be sent in writing to all members in good standing thirty (30) days prior to the date
of the meeting. The annual meeting shall be for the purpose of the elections of officers and the
transaction of such business as may come before the meeting. Failure to hold an annual meeting
shall not affect the terms of the Officers or Directors or the validity of actions by the Association
conducted at such meeting.
Section 4.02. Special Meetings. Special meeting of members may be called by the
President or by a majority of the Board of Directors then in office or by a member contingent
representing one-fourth (1/4) or more votes of the Association. The purpose of each special
meeting shall be stated in the notice and may only include purposes which are lawful and proper
for members to consider.
Section 4.03. Place of Meetings. The President or Board of Directors shall designate
the place, either within or without the State of Indiana as the place of meeting for any meeting of
members.
Section 4.04. Notice of Meetings and Waiver. Notice of all meetings of the Board of
Directors, except as herein otherwise provided, shall be given by mailing the same or by
telephoning, telegraphing or electronic transmission ("Email") or delivering personally the same,
not less than ten (10) days before the meeting, nor more than sixty (60) days before the date of
the meeting to the usual business or residence address of the Director as shown upon the records
of the Association. Notice of any meeting of the Board of Directors may be waived in a
document filed with the Secretary by any Director if the waiver sets forth in reasonable detail the
purpose or purposes for which the meeting is called and the time and place of the meeting.
Attendance at any meeting of the Board of Directors shall constitute a waiver of notice of that
meeting, except where a Director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or convened.
Section 4.05. Member Quorum. Voting members must appear in person or by proxy to
constitute a quorum at a meeting of members. If a quorum is present, the affirmative vote of a
majority of the members at the meeting entitled to vote on the subject matter shall be the act of
the members. After a quorum has been established at a member’s meeting, the subsequent
withdrawal of members, so as to reduce the number of members entitled to vote at the meeting
below the number for a quorum, shall not affect the validity of any action taken at the meeting or
any adjournment thereof. If a quorum is not present when the meeting starts, then a majority of
the members present may adjourn the meeting from time to time without further notice. Quorum
for a Board of Directors meeting shall be a majority of the Directors in office.
Section 4.06. Voting. Each voting member shall be entitled to an equal vote on each
matter submitted to a vote at a meeting of the members.
Section 4.07. Proxies. Every member entitled to vote at a meeting of the members
or to express consent or dissent without a meeting may authorize another person or persons to act
for such member by proxy. Every proxy shall be in writing and shall include the member’s
name, both printed and in signature and identification number. No proxy shall be valid after the
expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy.
Every proxy shall be revocable at the pleasure of the member executing the proxy except as
otherwise prohibited by law.
Section 4.08. Books, Records and Reports. The Association shall keep correct and
complete minutes of its members. Board of Directors and committees shall keep complete
books and records of accounts and shall keep a membership book containing the name and
address of each member, including non-voting members. An annual report shall be sent to the
members no later than four (4) months after the close of each fiscal year. Such report shall
include a balance sheet and a revenue and disbursement statement for the fiscal year.
ARTICLE 5
Board of Directors
Section 5.01. General Powers. Subject to the limitations of the Articles of
Incorporation, these Bylaws and the Indiana Not For Profit Corporation Act of 1991 (the “1991
Act”) all corporate powers shall be exercised or approved by members of the Association, all
corporate powers shall be exercised by or under the authority of the Board of Directors, and the
management and affairs of the Association shall be controlled by the Board of Directors.
Section 5.02. Number. There shall be six (6) Directors of the Association, which
number may from time to time be increased or decreased by resolution adopted by no less than a
majority of the Board of Directors, subject to the limitation that the Board of Directors shall
never be reduced to less than three (3). In the event the number of Directors is increased as
provided herein, the election of the additional Director or Directors shall be by a vote of the
Directors of the Association then in office. Except as otherwise provided in these Bylaws, all
members of the Board of Directors shall have and be subject to the same and equal
qualifications, rights, privileges, duties, limitations, and restrictions.
Section 5.03. Election. The Board of Directors shall be elected from those individuals
selected by the nominating committee established for the sole purpose of identifying and
selecting individuals for possible election to the Board of Directors. The Board of Directors of
the Association shall be elected at the annual meeting of the members and two (2) Directors shall
be elected each year for a three-year term.
Section 5.04. Term. Each member of the Board of Directors shall serve for a term of
three (3) years or until his or her successor is elected and qualified, or until he/she has resigned
or been removed. Incumbent Directors shall be eligible for re-election and the number of years a
person may serve as a Director is not limited.
Section 5.05. Vacancies. Any vacancy among the Directors caused by death,
resignation, removal or otherwise, may be filled by the affirmative vote of a majority of the
Directors remaining in office. A Director elected to fill a vacancy shall hold office until the
expiration of the term of the Director causing the vacancy and until his or her successor shall be
elected and qualified.
Section 5.06. Resignation. Any Director may resign at any time by giving written
notice of such resignation to the Board of Directors, the President, or the Secretary of the
Association. Such resignation shall take effect when the notice is effective unless the notice
specifies a later effective date. The acceptance of a resignation shall not be necessary to make it
effective.
Section 5.07. Removal. Any Director may be removed, with or without cause, in
accordance with the provisions of the 1991 Act.
Section 5.08. Committees. The Board of Directors, by resolution adopted by a majority
of the Board, may designate one or more committees, each of which shall consist of two or more
Directors, which committees, to the extent provided in said resolution, shall have and exercise
the authority of the Board of Directors in the management of the Association. Other committees
not having and exercising the authority of the Board of Directors in the management of the
Association may be designated by a resolution adopted by a majority of the Directors present at
the meeting at which a quorum is present. The designation of any such committee and the
delegation thereof of authority shall not operate to relieve the Board of Directors, or any
individual Director, of any responsibility imposed upon it or him by law.
Section 5.09. Action Without Meeting. Any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be taken without a
meeting if the action is taken by all members of the Board of Directors or of such committee.
The action must be evidenced by at least one written consent describing the action taken, signed
by each member of the Board of Directors or of such committee, and included in the minutes or
filed with the corporate records reflecting the action taken.
Section 5.10. Meeting by Telephone, Virtual Meeting, etc. Any or all of the members
of the Board or of any committee designated by the Board may participate in a meeting by or
through the use of any means of communication by which all persons participating may
simultaneously hear each other during the meeting. Participation in a meeting using these means
constitutes presence in person at the meeting. Voting during a conference call may be done via
group text with all executive members present on the call. The voting method will act the same
as if done in person.
Section 5.11. Annual Meeting. The Board of Directors shall hold the annual
meeting of members by April 15 th of each year. Failure to hold an annual meeting shall not affect
the terms of the Officers or Directors of the validity of any action taken by the Association.
Section 5.12. Regular Meetings. The Board of Directors shall meet quarterly at such
place as shall be determined from time to time by the Board of Directors. Failure to hold regular
meetings shall in no way affect the terms of Officers or Directors of the validity of the actions of
the Association.
Section 5.13. Special Meetings. Special meetings may be held from time to time as
called by the President and/or a majority of the Board of Directors. Notice shall be sent to all
members in good standing no less than ten (10) days prior to the date of such meeting. The
notice shall be in writing. A quorum will consist of members present.
ARTICLE 6
Officers
Section 6.01. Officers and Agents. The officers of the Association shall consist of a
President, Vice President, Secretary and Treasurer, and such other officers as the Board of
Directors may, by resolution, designate from time to time. No office may be held by the same
person. The Board of Directors may, by resolution, create, appoint, and define the duties of such
officers and agents as, in its discretion, is deemed necessary, convenient, or expedient for
carrying out the purposes for which the Association is formed.
Section 6.02. Election, Term of Office and Qualification. All officers shall be chosen
annually by the members at the annual meeting, subject to the selection process established by
the nominating committee, at the annual meeting of the Board of Directors. Officers shall be
selected annually by a secret ballot by a majority vote of the regular members. Each officer shall
serve for a two-year term.
Section 6.03. Vacancies. In the event an office of the Association becomes vacant by
death, resignation, retirement, disqualification or any other cause, the Board of Directors shall
elect a person to fill such vacancy, and the person so elected shall hold office and serve until the
next annual meeting of the Board of Directors or until his or her successor is elected and
qualified, or until his or her death, resignation or removal.
Section 6.04. President. The President shall preside at all meetings of the Board of
Directors, shall appoint the members of all standing and temporary committees, subject to the
review of the Board of Directors, shall be the chief executive officer of the Association; shall
have and exercise general charge and supervision of the affairs of the Association; and shall do
and perform such other duties as this Code of Bylaws provides or as may be assigned to him or
her by the Board of Directors.
Section 6.05. Vice President. The Vice President shall assist the President in the
management and operation of the Association, perform the duties usually discharged by such
officer, and perform such other duties as the Board of Directors or President may prescribe. The
Vice President shall in the absence of the President perform the duties of the President.
Section 6.06. Secretary. The Secretary shall have custody and care of the
Association’s records and the minute book of the Association He/she shall attend all the
meetings of the Board of Directors, and shall keep, or cause to be kept in a book provided for
that purpose, a true and complete record of the proceedings of such meetings and shall perform a
like duty for all standing committees of the Board of Directors when required. He/she shall
attend to the giving and serving of all notices of the Association, shall file and take care of all
papers and documents belonging to the Association, and shall authenticate records of the
Association as necessary.
Section 6.07. Treasurer. The Treasurer shall keep correct and complete records of
account, showing accurately at all times the financial condition of the Association. He/she shall
be the legal custodian of all monies, notes, securities and other valuables which may from time to
time come into the possession of the Association. He/she shall immediately deposit all funds of
the Association coming into his/her hands in some reliable bank or other depository to be
designated by the Board of Directors and shall keep such bank account in the name of the
Association. He/she shall furnish at meetings of the Board of Directors, or whenever requested,
a statement of the financial condition of the Association and shall perform such other duties as
may be required by this Code of Bylaws or as may be prescribed by the Board of Directors or the
President. A member of the Executive Committee shall have the authority to sign checks for the
purpose of meeting the Association’s financial obligations.
The Executive Committee shall approve all disbursements by a majority vote. The
Treasurer and Secretary shall be bonded at the expense of the Association.
Section 6.08. Assistant Officers. The Board of Directors may, from time to time,
designate assistant officers who shall exercise and perform such powers and duties as the officers
whom they are elected to assist shall specify and delegate to them, and such other powers and
duties as may be prescribed by the Code of Bylaws, the Board of Directors, or the President.
Section 6.09. Removal. Any officer may be removed from office, with or without
cause, by the Board of Directors.
Section 6.10. Resignations. Any officer may resign at any time by delivering notice to
the Board of Directors, the President, the Secretary, or the Treasurer. A resignation is effective
when the notice is effective unless the notice specifies a later effective date.
ARTICLE 7
Committees, Representations and Liaisons
Section 7.01. Executive Committee. The Executive Committee shall consist of the
Officers and Board of Directors. Members of the Executive Committee must be members of the
Association for at least one year and one day prior to being elected. Meetings of the Executive
Committee may be held from time to time upon call by the President or a request of a majority of
the committee. Members of the Committee shall be notified in writing, by telephone, electronic
means, or in person at least twenty-four (24) hours before the time of the meeting. A quorum
shall consist of two-thirds (2/3) of the Executive Committee present and voting in person.
Unless otherwise designated, the vote shall be by simple majority and the President shall hold the
authority to cast a tie-breaking vote.
Section 7.02. Standing Committees. Standing committees, appointed by the
President, shall be Education, Publicity, Membership, Archives, Constitution and Bylaws,
injured Farriers Fund, Certifications, Hammer-ins and Contests. All Committees shall make full
reports of their activities at the annual meeting. Additionally, the President shall serve as the
liaison to the American Farrier’s Association as well as the other farrier and farrier-related
organizations. The President will also serve as the liaison to or appoint an official liaison to the
following organizations: Indiana Horse Council, Hoosier Horse Fair, and the Indiana
Association of Equine Practitioners.
Section 7.03. Creation of Committees. The President, the Board of Directors
and/or the Executive Committee may appoint from time to time standing committees, as
necessary. Said Committees must be authorized by vote at the next meeting of the Board of
Directors. Vacancies on a committee shall be filled by the Chairperson and approved by the
Executive Committee.
Section 7.04. Committee Chairpersons. The President shall appoint all committee
chairpersons and may with or without cause revoke such appointments at will and make new
appointments. A Committee chair shall be an Association member or the spouse/significant
other of such member.
Section 7.05. Ex Officio. The President shall serve as Ex-Officio member of all
committees. The immediate past chairperson of each committee shall also serve as an ex-officio
member of the committee.
Section 7.06. Quorum. At all meetings of the committees, one-third (1/3) of the
committee’s members shall constitute a quorum for the transaction of the business. The acts of a
majority of the members of the committee present at a meeting at which there is a quorum shall
be the act of the committee.
ARTICLE 8
Ballot by Mail
The Association shall have the right to take a ballot of its members on any Association
business by mail, provided the ballots are mailed to the membership as a whole immediately
following the resolution of the Board of Directors directing a submission of such matter to the
membership for mail balloting. It shall be further provided that at least twenty percent (20%) of
the entire membership of the Association shall remit by mail their ballots duly marked within
thirty (30) days of the date of mailing the ballots to the membership.
ARTICLE 9
Loans to Officers and Directors
The Association shall not lend money to or guarantee the obligations of any officer or
Director of the Association.
ARTICLE 10
Financial Affairs
Section 10.01. Contracts. The Board of Directors may authorize any officer or agent to
enter into any contract or execute and deliver any instrument in the name of and on behalf of the
Authority, and such authority may be general or confined to a specific instance.
Section 10.02. Investments. The Association shall have the right to retain all or any
part of any securities or property acquired by it in whatever manner, and to invest and reinvest
any funds held by it, according to the judgment of the Board of Directors.
ARTICLE 11
Fiscal Year
The fiscal year of the Association shall begin on the first day of January each year and
end on the last day of December each year.
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ARTICLE 12
Corporate Indemnification
To the extent not inconsistent with the laws of the State of Indiana, every person (and the
heirs, estate, executors, administrators, and personal representatives of such person) who is or
was a Director or officer of the Association, shall be indemnified by the Association as provided
in the 1991 Act.
ARTICLE 13
Prohibited Activities
Notwithstanding any other provision of this Code of Bylaws, no Director, officer,
employee or agent of this Association shall take any action or carry on any activity by or on
behalf of the Association not permitted to be taken or carried on by an organization described in
Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or any successor provision
or provisions thereto.
ARTICLE 14
Dissolution
Upon dissolution the assets of this Association shall be distributed to any not-for-profit
corporation, trust, foundation, or other organization the purposes of which are substantially the
same as those of this Association and which, at the time of transfer, is exempt from federal
income taxation under Section 501(c)(3) of the Internal Revenue Code or other federal tax law.
ARTICLE 15
Amendments
The power to make, alter, amend, or repeal the Code of Bylaws is vested in the Board of
Directors, which power shall be exercised by affirmative vote of a majority of the Directors
present at any meeting of the Board of Directors; provided, however, that the proposed
amendment shall be included in the notice of such meeting. If notice of a proposed amendment
to the Code of Bylaws is included in the notice of any meeting of the Board of Directors, it shall
be in order to consider and adopt at that meeting any amendment to the Code of Bylaws dealing
with the subject matter with which the proposed amendment is concerned.
ARTICLE 16
Dues
Dues for all classes of membership shall be established by the Executive Committee. In
addition to annual dues the Board of Directors may assess additional dues as the Board of
Directors determines them to be in the best interest of the Association. Dues shall be payable on
January 1 st of each year. Dues for new members must accompany membership application. Each
due paying member shall be issued a membership card. A member may have his/her
membership terminated if dues are in default by more than sixty (60) days from the due date.
Amendment 1: (10/23/2023)
Any event with limited number of spots (participants), organizer can hold the first spot for themselves, after payment of event fees.