Article III: Directors

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ARTICLE III
Directors

Section 1. The business and property of AQHA shall be managed and controlled by the Board of Directors and an Executive Committee hereinafter created and empowered.

The Board of Directors shall be comprised of members of annually Elected Directors, Past AQHA Presidents, Directors Emeritus, Directors-at-Large, Honorary Vice Presidents, International District Directors and Appointed International Directors.

Elected Directors, Past AQHA Presidents, Directors Emeritus, Directors-at-Large, Honorary Vice Presidents and International District Directors shall have the privilege of attending all Board of Directors meetings, taking part in discussion and voting, unless otherwise specified herein. Appointed International Directors shall not have voting privileges but may attend all Board of Directors meetings and take part in discussion.

It is a privilege, not a right to serve on the Board of Directors. Throughout his/her tenure, a Director must (1) remain an AQHA member in good standing, (2) adhere to AQHA rules and regulations pertaining to membership conduct, (3) conduct themselves in an exemplary manner such as to favorably reflect on the Board of Directors and AQHA; and (4) refrain from conduct that is detrimental to the interest of AQHA, its programs, policies, objectives and harmonious relationship of its members. A Director's conduct is subject to continual review, and a Director's service on the Board of Directors may be terminated or rejected by the Board of Directors with or without notice and formal hearing.

  1. Elected Directors.

    1. The number of Elected Director(s) that may represent a Representative District shall be determined by an Annual Allocation formula which is based on the number of active AQHA numbered and appendix horses ("Active Horse Population") within such a Representative District as of September 30 of the preceding year.

    2. In accordance with the Annual Allocation formula, the number of Elected Directors will be frozen permanently at 150, with a tolerance of two percent (2%) to allow for mathematical variances. (Elected Director Number").

    3. The term "Horse Population Factor" shall mean the total Active Horse Population in the world divided by the Elected Director Number. For example, if, for a particular year, the total Active Horse Population in the world on September 30th is 3,000,000 and the Elected Director Number is 150, the Horse Population Factor would be 20,000 (3,000,000 divided by 150).

    4. A Representative District is entitled to be represented by Elected Director(s) who are annually nominated and elected as provided herein.

    5. Each U.S. state, Canadian province or international country having a major portion of the Horse Population Factor shall constitute a Representative District.

    6. By majority vote of the Executive Committee, where a U.S. state or Canadian province has less than a major portion of the Horse Population Factor, it may be grouped with one or more other U.S. states or Canadian provinces to form a Representative District that has at least a major portion of the Horse Population Factor.

    7. Alternatively and by majority vote of the Executive Committee, if a U.S. state or Canadian province has less than a major portion of the Horse Population Factor, it may be:

      1. grouped with one or more other U.S. states or Canadian provinces to form a Representative District having at least 25% of the Horse Population Factor; or

      2. allowed to stand alone to form a Representative District having at least 25% of the Horse Population Factor.

    8. Where an international country has less than a major portion of the Horse Population Factor but has at least 25% of the Horse Population Factor, it shall constitute a Representative District.

    9. The Elected Director position gained as a result of the application of subsections (a)(7) or (a)(8) above shall not be counted toward the Elected Director Number referenced in (a)(2) above.

    10. A Representative District, after gaining its initial Elected Director, shall be entitled to be represented by an additional Elected Director when the Representative District reaches an Active Horse Population equal to or greater than 1.5 times the Horse Population Factor. Thereafter, the Active Horse Population a Representative District must have to gain additional Elected Directors is equal to the following formula: ((Current number of Elected Directors plus .5) multiplied by the Horse Population Factor).

    11. A Representative District shall not lose an Elected Director Position unless, for three (3) consecutive years ("Grace Period"), its Active Horse Population remains below the Active Horse Population number otherwise required for the Representative District to maintain its current number of Elected Directors. During the three (3) year Grace Period, the following shall apply:

      1. the Elected Director Position that would have otherwise been lost due to a decline in Active Horse Population shall not be counted towards the Elected Director Number; and

      2. vacancies created by elevations of Elected Directors shall not be filled.

    12. Each Elected Director shall be domiciled in the Representative District which he/she represents by actual residence therein, having the intent to make it his/her permanent home. To be eligible for election and to serve on the Board of Directors, an individual shall have been a member in good standing of AQHA for three consecutive and uninterrupted calendar years immediately previous to nomination. Elected Directors shall serve for a period of one year and until the general election of Elected Directors at the next Membership Business Meeting.

    13. The Nominations & Credentials Committee shall meet before the Membership Business Meeting to give members or representatives from state, country, provincial or regional organizations an opportunity to present credentials of individuals for nomination and election to the Board as Elected Directors.

    14. In order for the Nominations & Credentials Committee to consider a nomination of an individual, written credentials must be received by the office of the Executive Vice President on or before February 1 of the year that such credentials are to be reviewed by the Nominations & Credentials Committee. Such filing deadline may be extended by the Executive Committee upon finding of extraordinary circumstances.

    15. In addition to other relevant matters concerning the individual under consideration, the Nominations & Credentials Committee will evaluate candidates according to criteria established by the Executive Committee.

    16. At the Membership Business Meeting, the Chairman of the Nominations & Credentials Committee will present the Nominations & Credentials Committee's slate of nominations for Elected Directors, and thereafter, nominations from the floor will be received by the President. To be eligible for nomination for Elected Director from the floor at the Membership Business Meeting, an individual's membership credentials must have previously been presented to the Nomination & Credentials Committee as set forth above. Nominations received from the floor will be received only in opposition to a particular individual, and not in opposition to the total slate for a particular state, country, province or region. At the close of nominations, the President will conduct the election.

  2. Past Presidents. All Past Presidents of AQHA shall have lifetime tenure on the Board of Directors;

  3. Directors Emeritus. The Board of Directors shall contain a category of Director Emeritus, in recognition of the individual who has, in the past, served AQHA faithfully as an Elected Director, International District Director or Appointed International Director, which category shall be designated with lifetime tenure, on the following basis: The individual who has reached the age of 65 years, having served ten (10) cumulative years as an Elected Director, International District Director or Appointed International Director. Upon reaching his/her 65th birthday, he/she will continue as an Elected Director, International District Director or Appointed International Director until the next Annual Membership Meeting, whereupon he/she will automatically be elevated to Director Emeritus, thereby creating a vacancy to be filled by either the (1) election of an Elected Director or International District Director in his/her Representative District or International District subject to the Annual Allocation or (2) the appointment of an Appointed International Director subject to Article III Section 1(f). Directors Emeritus will be awarded life membership in AQHA.

  4. Directors-at-Large. An individual who has served fifteen (15) cumulative terms as an Elected Director, International District Director or Appointed International Director, at the expiration of the fifteenth term, shall automatically receive designation as "Director-at-Large," and serve with lifetime tenure on the Board of Directors, thereby, creating a vacancy to be filled by either the (1) election of an Elected Director or International District Director in his/her Representative District or International District subject to the Annual Allocation or (2) appointment of an Appointed International Director subject to Article III Section 1(f).

  5. Honorary Vice President. The Board of Directors shall contain a category of Honorary Vice President in recognition of individuals who merit such honor by reason of distinguished service to AQHA. All Honorary Vice Presidents of AQHA shall have lifetime tenure on the Board of Directors.

    The Nominations & Credentials Committee shall meet before the Membership Business Meeting to give members or representatives from state, country, provincial or regional organizations an opportunity to present credentials of individuals for nomination and election as an Honorary Vice President.

    In order for the Nominations & Credentials Committee to consider a nomination of an individual for Honorary Vice President, written credentials shall be received by the office of the Executive Vice President on or before January 1 of the year that such credentials are to be reviewed by the Nominations & Credentials Committee. Such filing deadline may be extended by the Executive Committee upon finding of extraordinary circumstances.

    In addition to other relevant matters concerning the individual under consideration, the Nominations & Credentials Committee will evaluate Honorary Vice President candidate(s) according to criteria established by the Executive Committee. At the Membership Business Meeting, the Chairman of the Nominations & Credentials Committee will present the Nominations & Credentials Committee's slate of nomination(s), if any, for Honorary Vice President(s). Nomination(s) for Honorary Vice President(s) will not be received from the floor. After presentation of the Nominations & Credentials Committee's slate of nomination(s) for Honorary Vice President, the President will conduct the election.

  6. International Directors. Each officially recognized international affiliate shall appoint one Appointed International Director. The current president of the international affiliate shall certify in writing to AQHA's Executive Vice President his/her board's appointment to serve as the Appointed International Director at least thirty (30) days prior to the annual meeting of the Board of Directors. Appointed International Directors shall be in addition to an international country's Elected Director(s), if any, specified in Article III Section 1(a) above. Appointed International Directors shall be domiciled in the country that his/her international affiliate represents by actual residence therein, having the intent to make it his/her permanent home. To be eligible to become an Appointed International Director, an individual shall be a member in good standing of AQHA.

    Depending upon which international affiliate an Appointed International Director represents, an Appointed International Director shall represent one of the following International Districts: (1) Europe; (2) Mexico, South and Central America; or (3) Oceana and others.

    At the Annual Convention each International District shall nominate and elect International District Director(s) to represent and vote for their International District during the Board of Directors meetings. The number of International District Director(s) that may represent an International District shall be determined by an International Annual Allocation formula. The International Annual Allocation formula is based on the number of active AQHA numbered and appendix horses as of September 30 of the preceding year in the International District discounted to an extent by the number of active AQHA numbered and appendix horses in Representative District(s) within the International District as of September 30 of the preceding year. International District Directors shall serve for a period of one year and until the general election of Directors at the next annual Membership Business Meeting.

    International District Directors and Appointed International Directors shall serve on the International Committee during their term.

  7. Any Elected Director or International District Director who is absent for two (2) consecutive times from the General Board Meeting and New Board Meeting at AQHA's Annual Convention is automatically removed as a Director without further action, upon his/her second absence, making available for his/her District a vacancy to be filled by regular election of an individual who will represent that District's interests at AQHA's Annual Convention and Board of Directors meetings. Failure to attend either the General Board Meeting or the New Board Meeting at an AQHA Annual Convention shall be considered an absence. However, failure to attend both the General Board Meeting and the New Board Meeting at an AQHA Annual Convention shall only be considered one (1) absence. Absences shall be evidenced by roll call at both the General Board Meeting and the New Board Meeting.

    Any Director Emeritus, Director-At-Large or Honorary Vice President who is absent for two (2) consecutive times from the General Board Meeting and the New Board Meeting at AQHA's Annual Convention shall automatically lose their Board of Director voting privilege without further action, upon his/her second absence. Failure to attend either the General Board Meeting or the New Board Meeting at an AQHA Annual Convention shall be considered an absence. However, failure to attend both the General Board Meeting and the New Board Meeting at an AQHA Annual Convention shall only be considered one (1) absence. Absences shall be evidenced by roll call at both the General Board Meeting and the New Board Meeting. Any Director Emeritus, Director-At-Large or Honorary Vice President who loses their voting privilege as a result of this provision shall nevertheless have the privilege of attending all meetings of the Board of Directors and take part in discussions. Any Director Emeritus, Director-At-Large or Honorary Vice President who loses their voting privilege as a result of this provision may request to have their voting privilege reinstated by requesting such reinstatement to the Executive Committee after attending all General Board Meetings and New Board Meetings at two (2) consecutive AQHA Annual Conventions.

  8. In accordance with AQHA's mission statement, Elected Directors, Appointed International Directors and International District Directors are expected to assist in the provision of beneficial services for its members. These services should enhance and encourage American Quarter Horse ownership and participation through Director availability and visibility to their respective state, province, country and/or affiliate association. To establish and improve communications between AQHA and its members, Elected Directors, Appointed International Directors and International District Directors shall, during the term of his/her directorship, be a member in good standing of their respective state, province or international affiliate association(s), failure of which shall be reviewed by the Nomination and Credentials Committee. Furthermore, each Elected Director and International District Director should be encouraged to submit a yearly report on the status of the industry in their respective state, province and/or country to aid AQHA in addressing and implementing the needs for members.

  9. All Directors in any of the aforementioned Director categories agree to abide by AQHA policies and guidelines designed to assist AQHA in complying with state, federal, or other applicable law.

Section 2. In case of any vacancy in the Board of Directors by death, resignation, disqualification, increase in number or other cause, the President, with the advice and majority vote of the Executive Committee, may appoint a qualified successor to serve until the next general election of Directors at the Membership Business Meeting.

Section 3. The annual meeting of the Board of Directors ("Annual Board Meeting") shall be held in conjunction with the Annual Membership Meeting. Unless otherwise established by the Board of Directors, the Annual Board Meeting shall consist of two (2) sessions hereinafter referred to as the "General Board Meeting" and the "New Board Meeting". The General Board Meeting shall be immediately following the Membership General Meeting. The New Board Meeting shall be immediately following the Membership Business Meeting. Notice of the Annual Board Meeting shall be given in the same manner set forth in Article II Section 2 above.

Section 4. Special Meetings of the Board of Directors shall be held whenever called by the President with the advice and majority vote of the Executive Committee or by two-thirds of the voting Directors.

The Executive Vice President shall give notice of each Special Meeting to each Director by mailing, telephoning, electronically communicating (or by any other means allowed by law) such notice at least 15 days before the meeting, but such notice may be waived by any Director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a Special Meeting.

Any meeting at which every Director may be present, even though without any notice, any business may be transacted.

Section 5. A majority of the number of Directors present shall constitute a quorum for the transaction of business, but if at any meeting of the Board there may be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum shall be present. To exercise voting privileges, a Director must be physically present at a meeting, which privilege cannot be delegated by proxy.

Section 6. At meetings of the Board of Directors, business shall be transacted in such order as the Board of Directors may determine.

Section 7. At the New Board Meeting, the Board shall elect officers of AQHA.

Section 8. Except as otherwise provided herein, the Bylaws and the rules and regulations pertaining to the registration of horses shall be subject to change only by the Board of Directors.

The Board of Directors shall have the power and authority to make, amend, repeal and enforce such rules and regulations, not contrary to law or the Certificate of Incorporation or these Bylaws, as they may deem expedient concerning the conduct, management and activities of AQHA, the admission, classification, qualification, suspension and expulsion of members, removal of officers, the rules and regulations governing the procedure of such suspension and expulsion and removal, the fixing and collecting of dues and fees, regulations regarding maintaining the stud book, registration, expenditures of money, auditing of books and records, awarding of championships, conducting of shows, contests, exhibitions, races, sales and social functions, creation of committees and other details relating to the general purposes of AQHA, all, however, subject to the right of the membership to propose revisions or amendments and make recommendations to the Board of Directors regarding such matters at any regular or special meeting of the members, provided the notice requirements set forth in this Official Handbook have been met.