** Please Note: These are the current By-laws of the
International Morab Breeders' Association. If you have any
questions or suggestions for the By-laws please contact the IMBA
Executive Director 24 Bauneg Beg Road Sanford, ME 04073 Email:
imba@morab-imba.com
or complete one of the following forms
By-law Change
Rule Change
INTERNATIONAL MORAB
BREEDERS’ ASSOCIATION, INC.
CONSTITUTION
Article I: Name
The name of this organization shall be known as the International Morab
Breeders’ Association (IMBA™), hereafter known as the Association.
Article II: Objective
The objective of the Association is to promote the Morab horse breed and
provide services including horse registrations and educational
opportunities to members to aid and assist their efforts in promoting
and enjoying the breed.
Article III: Membership
Any individual or organization actively engaged or interested in Morab
horses, breeding and/or selling Morab horses registered or registrable
with the Association’s approved registry, is eligible for membership.
Categories of membership shall be defined in the Bylaws.
Article IV: Bylaws
The Association shall have the power to enact and adopt Bylaws for the
proper administration of its affairs, but not inconsistent with the
Constitution.
Article V: Board of Directors
To
carry out its purpose to the fullest extent and conduct its business,
the Association shall have the power to create and elect a Board of
Directors. Their duties shall be more fully described in the Bylaws.
Article VI: Fees
The Association shall have the power to establish and collect fees for
its various services, including but not limited to membership and horse
registration.
Article VII: Amend the Constitution
The Association shall have the power to amend this Constitution by
nomination of the Board of Directors and subsequent approval of its
voting membership.
 Adopted: 11-05-2006 at the Annual Meeting of Member
NOTE: Articles of Incorporation established in 1987 also references the
purpose of this Association.
INTERNATIONAL MORAB
BREEDERS’ ASSOCIATION, INC.
BYLAWS
Article I: Board of
Directors (BOD)
Section 1. Election.
a.
There
shall be seven directors elected from the Association voting membership
that serve three-year terms. Terms are staggered so that approximately
one-third of the directors are elected each year.
b.
Candidates must be voting members that are current with dues payment,
own a Morab registered in the voting
member’s name with IMR, be a member in the year prior to the year in
which the ballot will be cast or by petitioning the BOD and receiving
approval, and not currently being considered for removal from
membership. The Nominating Committee shall notify any member who
submitted a biography but does not qualify; such individual may appeal
to the BOD for approval. Each candidate must submit his/her biography
such that it is received by the Nominating Committee by June 15 in order
for it to be published in the Morab Perspective and placed on the
ballot. Each candidate must submit his/her biography such that it is
received by the Nominating by August 15 for ballot mailings only.
(Adopted 11-4-06)
c.
At least
one nomination will be placed for each position, with accommodations
made for write-in entries.
d.
Ballots for directors nominated by the Nominating Committee shall be
mailed to the voting membership no more than 45 and no less than 30 days
prior to the Annual Meeting of Members. Ballots must be mailed to the
location designated on the ballot and must be post-marked at least 7
days prior to the Annual Meeting of Members. A person whose application
to join IMBA is postmarked by September 15 will receive a ballot for the
current year; after that date the membership will be carried into the
next year. (Adopted 11-4-06)
e.
Vacancies
shall be filled by the BOD from the voting membership.
f.
As
membership increases, the number of BOD may increase in increments of 2
directorships to maintain an odd number total. At least one director
may be elected from each region if the region has at least 25 voting
members prior to a June 15th deadline for nominations.
If a region with 25 members fails to offer a nominee by the June 15th
deadline before the Annual Meeting of Members, the total number of
board members shall remain an odd number.
Section 2. Oath of Office
Before taking office,
each director will sign in front of one non-family member witness, date
and file with the Registrar, the following Oath of Office: “I do
solemnly pledge that I will, to the best of my abilities, perform the
duties of this office. At the close of my official term, I will turn
over to my successor, all books, records and other properties, including
funds, of the Association, that may be in my possession. I will also
deliver all such properties to the Association upon lawful demand.
During my term of office for the IMBA, I will not serve as a
director/officer of any other Morab, Arabian, or Morgan Registry. I
will at all times devote my efforts to further the objectives and best
interests of the Association.” The Registrar will send a copy of the
signed oath to the Secretary for his/her files.
Section 3. Duties and powers.
The BOD shall have
authority and responsibility for the following:
Enter into contracts,
pay debts, make investments, keep a good accounting of all financial
transactions, establish and set pay and/or benefits for an Association
Executive and/or staff; approve and remove Association memberships,
appoint the Executive Director, Registrar, Webmaster and approve
committee members nominated by the Chairperson.
Section 4. Expenses
Directors who incur
pre-authorized expenses in the performance of their authorized duties
shall, upon approval by the Executive Committee, be reimbursed when such
expenses are itemized and presented to the respective Association
officer.
Article II: Officers
of the BOD
Section 1. Composition
Officers shall be
Chairperson, Vice-Chairperson, Secretary and Treasurer.
Section 2. Election
Officers are elected
annually from and by the BOD at its first regularly scheduled meeting
following the Annual Meeting of Members.
Section 3. Executive & Finance Committee
Officers constitute the
Executive Committee, which shall supervise and manage the Association on
a daily basis. The committee shall also serve as the Finance Committee
charged with establishing annual budgets, employing sound financial
management and planning for the Association. Any of these duties may be
assigned to the Executive Director with oversight by the Executive &
Finance Committee.
Section 4. Duties.
The Chairperson shall
preside at all meeting of the Association members, BOD, Executive
Committee, Registry Committee and may represent the Association at
special meetings. The Chairperson shall appoint committees as provided
by these Bylaws and be an ex-officio member of all committees. The
Chairperson shall see that provisions of the Constitution, Bylaws and
Rules are enforced and that resolutions adopted by the Association are
executed, and shall have general supervising control of the affairs of
the Association, and shall report on progress at BOD meetings and Annual
Meeting of Members. The Chairperson may assign duties to other members
of the Association.
The Vice-chairperson
shall perform the duties of the Chairperson in his/her absence or
disability. The Vice-chairperson will also assist in the planning of
program activities and other duties as may be directed by the
Chairperson.
The Secretary shall
take minutes of all Executive Committee meetings, BOD meetings,
including BOD meetings where votes are cast electronically, and at the
Annual Meeting of Members, and promptly provide copies of drafts and
approved minutes to the Registrar. The Secretary shall maintain or cause
to maintain a historical record of all official Association activities
as determined by the BOD, provide correspondence as requested by the
Chairperson and perform duties incidental to the office. The Secretary
shall coordinate these duties with the Registrar such that copies of all
official Association documents are preserved by the Registrar. In the
absence of both the Chairperson and the Vice-Chairperson, the Secretary
may conduct BOD meetings and/or the Annual Meeting, or may assign this
duty to another member of the BOD.
The Treasurer shall, in
cooperation with the Executive Director, keep or cause to keep a record
of all financial accountings of the Association and present a report of
the expenses, revenue, investments and savings as requested at BOD
meetings and Annual Meeting of Members. The Treasurer shall supervise
the Executive Director duty to receive and disburse, upon receipt of
proper vouchers, all funds coming to or belonging to the Association;
he/she shall assure that all deposits of Association funds are placed in
the name of the Association in a bank to be selected by the Finance
Committee. He/she shall keep or cause to keep an accurate account of
all receipts and disbursements
Section 5. Vacancies.
Any un-expired term of
the Chairperson shall be completed by the Vice-chairperson.
Any un-expired term of
the Vice-chairperson, Secretary or Treasurer shall be completed by an
appointment made by the Chairperson from the BOD.
Article III: Executive
Director
Section 1: Selection.
The Executive Director
is nominated by the Chairperson and selected with the approval of the
BOD. The Chairperson may develop an interview process with assistance
from the BOD. The positions of Executive Director and Registrar may be
filled by the same person.
Section 2: Duties
The Executive Director
may assist the Executive & Finance Committee in conducting the daily
business of the Association, including information services, budgeting,
finances and accounting. Under the Treasurer’s supervision, he/she
shall receive and disburse, upon receipt of proper vouchers, all funds
coming to or belonging to the Association; he/she shall assure that all
deposits of Association funds are placed in the name of the Association
in a bank to be selected by the Finance Committee. He/she shall keep an
accurate account of all receipts and disbursements.
Section 3: Executive Director’s membership
The Executive Director
shall be a member of the Association
Article IV: Registrar
Section 1: Selection.
The Registrar is
nominated by the Chairperson and selected with the approval of the BOD.
The Chairperson may develop an interview process with assistance from
the BOD. The positions of Executive Director and Registrar may be
filled by the same person.
Section 2: Duties
The Registrar shall
faithfully keep accurate records of the Association Registry known as
the International Morab Registry™ (IMR), shall provide information and
assistance regarding registration, and shall process registration
applications, prepare registration papers and provide certified copies
to deserving applicants in a timely manner. The Registrar shall
receive and preserve futurity records, Region horse show results and
records, and other IMBA-sanctioned event records.
Section 3: Membership
The Registrar shall be
a member of the Association.
Article V: Webmaster
Section 1: Selection
The webmaster is
nominated by the Chairperson and selected with the approval of the BOD.
The Chairperson may develop an interview process with assistance from
the BOD.
Section 2: Duties
The Webmaster shall preserve, maintain and update the IMBA
website with timely, accurate information presented in an organized and
attractive manner. The Webmaster shall present new ideas and
initiatives for the website to the Chairperson who may elect to present
the initiatives and any drafts to the BOD or other members for review.
The Webmaster shall assure that the IMBA website is well-maintained,
properly administered, and that the domain name is the property of IMBA,
and that the website and the domain name are preserved unless and until
replaced or discontinued by the BOD. The BOD shall assist the Webmaster
in these endeavors.
Article VI: Membership
Section 1: Types of membership
-
Breeder
membership. Those actively engaged in breeding Morabs may apply to
the Board of Directors (BOD) for this membership; applications are
reviewed by the BOD and accepted or rejected. Those accepted may
vote on issues brought to voting members by the BOD. There are 3
types of Breeder membership:
1)
Individual breeder
membership has one vote for each election held.
2) Family
breeder membership has two votes for each election held. Voting
privileges are limited to 2 adults living in the household. Those under
18 living in the household may not vote in IMBA but are eligible for
membership in the International Morab Breeders’ Youth Association
(IMBYA) and would have voting rights in IMBYA.
3)
Life breeder membership
has one vote for each election held.
-
Owner membership.
Those who are current owners, age 18 or above, of
International Morab Registry™ (IMR) Morabs may apply to the BOD for
this membership; applications are reviewed by the BOD and accepted
or rejected. Those accepted may vote on issues brought to voting
members by the BOD.
-
Associate
membership. Those who are Morab trainers, Arabian and Morgan
breeders offering stock for sale and others interested in Morabs may
apply to the Board of Directors (BOD) for this membership;
applications are reviewed by the BOD and accepted or rejected.
Those accepted may participate in Association activities but may not
vote on issues brought to voting members by the BOD.
Section 2. Duties of all members.
It shall be the duty of
each member to cooperative with and as possible, assist the BOD in the
discharge of its duties and to follow the Association’s Constitution,
Bylaws and Registry Rules.
Section 3. Membership dues and other fees
Dues for the various
membership categories are recommended by the BOD and determined by the
voting membership at the annual meeting. Fees for various services are
established by the BOD.
Section 4. Removal of membership
Any member may be
removed from membership by two-thirds vote of the BOD after the accused
member has been duly notified and given due process by presenting
his/her case at a meeting held for such purpose by the BOD. Reasons for
removal are significant violations of the Association’s Constitution,
Bylaws, or Rules, or actions grossly contrary to the best interests of
the Association. Such removal shall be based on a preponderance of
evidence against the member. A person whose membership has been removed
may apply to the BOD to have his/her membership restored one year after
the effective date of the removal.
Article VII: Meetings
Section 1. Annual Meeting of Members
The Annual Meeting of
Members shall be held annually in a place, on a date and time determined
by the BOD. The Executive Director shall distribute notice of the
meeting at least 30 days in advance. The notice may include official
ballots of candidates for the BOD. The meeting is open to all members
and their guests. Only current voting members may vote. The
Chairperson or any other BOD may request personal identification in
order to verify membership status and voting eligibility.
Section 2. Special Meetings of Members
Special meetings of the
members may be called by the Chairperson at any time with at least 30
days advanced notice given to the members by the Executive Director.
Members may petition for a special meeting by obtaining signatures of ¼
of the Voting Members on a petition that states the purpose of such
meetings. Only current voting members may vote. The Chairperson or any
other BOD may request personal identification in order to verify
membership status and voting eligibility.
Section 3. BOD Meetings
The BOD shall meet at
least annually in a place, on a date and time determined by the BOD that
immediately precedes and/or follows the Annual Meeting of Members. The
BOD may conduct discussions, committee planning and vote on BOD matters
via electronic media. Only members of the BOD may vote at BOD meetings.
Section 4. Order of Business.
The business of all
meetings shall be conducted according to Robert’s Rules of Order, with
the Chairperson either serving as parliamentarian or appointing another
BOD as parliamentarian at the beginning of the meeting. A quorum
consists of over fifty percent of the members of the BOD. The presence
of a quorum will be noted by the Chairperson who calls the meeting to
order. Here follows a suggested order of business.
Call to order.
Take attendance and
determine a quorum.
Reading of minutes of
previous meeting.
Officer and Committee
reports
Old business
New business
Set time and place of
next meeting.
Adjournment.
Article VIII:
Committees
Section 1. General Information
A. Membership
Committee members are
nominated by the Chairperson and appointed with the approval of the
BOD. All members of a committee must be current members of IMBA unless
the Committee is designed to have non-members for a particular reason
approved by the BOD. At least one member of the BOD shall serve on each
standing committee. The term of each committee member is for one
calendar year, and may be extended each year for subsequent terms by the
Chairperson with the approval of the BOD.
B. Duties
The Committee Chair is
responsible for developing any statement of purpose as prescribed in the
Bylaws or by the BOD, for presenting a plan of action or other
recommendations to the BOD for approval, for conducting the business and
fulfilling the purpose of the Committee in accordance with BOD and/or
Bylaw guidelines, and shall present committee progress reports to the
Chairperson on the 15th of each month, including a report of no
activity, unless the Chairperson communicates otherwise. Committee
members shall assist the Committee Chair in fulfilling the purpose of
the Committee in accordance with BOD and/or Bylaw guidelines. Committee
expenses must be approved by the BOD and pre-approval is highly
encouraged.
Section 2. Nominating Committee
The Nominating
Committee shall consist of 2 members, at least one of whom shall also
serve on the BOD provided that the member(s) is not up for re-election.
Members are nominated by the Chairperson and approved by the BOD. These
members shall review and nominate qualified candidates for the BOD. The
Nominating Committee shall attempt to nominate qualified candidates from
different geographic regions. Once the new directors are elected, the
committee is automatically dissolved.
(See Article 1, Section 1, part b for additional responsibilities.)
Section 3. Futurity Committee
The Futurity Committee shall consist of the Committee Chair
and members nominated by the Chairperson and approved by the BOD. The
committee develops, promotes, advertises and produces an annual Futurity
competition program. The committee shall recommend its program to the
BOD for approval. The committee shall develop qualifications, forms,
advertising and records; set and collect fees; establish classes;
determine and issue awards, and file with the Executive
Director/Registrar a written summary report within a month following the
date of each year’s Futurity. The Committee shall endeavor to establish
Futurity programs in all geographic IMBA Regions that may be established
by the BOD.
Section 4. Youth
Program Committee
The Youth Committee shall consist of the Committee Chair and
members nominated by the Chairperson and approved by the BOD. It shall
oversee the activities of the International Morab Breeders' Youth
Association and act as the liaison between that Association and the BOD.
Section 5. Special Committees and Task Forces
Special Committees and Task Forces shall be established as
deemed necessary. Members shall be nominated by the Chairperson and
appointed with approval of the BOD. Such committees' purpose, duties,
authority and longevity will be determined in writing by the Chairperson
or designee, approved by the BOD, and filed with the Secretary. Such
Committees and Task Forces shall in no way conflict with the
Constitution, Bylaws, or duty of a standing committee.
Section 6. Bylaws
Committee
The Bylaws Committee shall consist of the Committee Chair and
members nominated by the Chairperson and approved by the BOD. The
Chairperson may also elect to serve on the committee. The committee
shall operate under a Statement of Purpose approved by the BOD.
Section 7. Registry Rules Committee
The Registry Rules Committee shall consist of the Committee
Chair and members nominated by the Chairperson and approved by the BOD.
The committee shall operate under a Statement of Purpose approved by
the BOD.
Section 8: Awards Committee
The Awards Committee shall consist of the Committee Chair and
members nominated by the Chairperson and approved by the BOD. The
committee shall operate under a Statement of Purpose approved by the BOD.
The statement of purpose shall include administration of the Lifetime
Achievement Award Program (LAAP).
Article IX: Amendments
Section 1. Vote of Annual Meeting of Members
These Bylaws may be
amended, rescinded or replaced by a two-thirds vote of the members
present at any Annual Meeting of Members or special meeting called for
that reason.
Section 2. Notice
Proposed amendments to
these Bylaws must be submitted to the Executive Director at least
120 days prior to the Annual Meeting of Members, who upon approval of
the BOD shall include a copy with the announcement of the meeting
such that members may have a comment period prior to the Annual Meeting.
The Executive Director shall present amendments and member comments
at the Annual Meeting of Members.
Article X:
Association Documents
Section 1. Preservation of Official Documents
The Registrar shall, in
coordination with the BOD and Committee Chairpersons, preserve or cause
to preserve the official documents of the Association.
Adopted at the 11-4-2006 Annual Meeting
of Members |
