NORTH AMERICAN TRAIL RIDE FOUNDATION
P.O. BOX 224, Sedalia, CO 80135 (303/688-1677)
BY-LAWS
OF
THE NORTH AMERICAN TRAIL RIDE FOUNDATION
Article I
Purposes
The Corporation is organized and shall operate under the General Nonprofit
Corporation Law of the State of California exclusively for educational and
scientific research purposes. In furtherance of such purposes, the Corporation
shall engage in the conduct of those purposes and objectives and in such a
manner as provided in Articles IV and V of the Articles of Incorporation.
This Article 1 may not be amended except through a lawful amendment of the
Articles of Incorporation.
The Corporation shall undertake any and all activities permitted by law which
the Board of Directors may deem necessary and proper for the accomplishment of
the educational and scientific research purposes of the Corporation.
Article II
Offices
The principal office of the corporation for the transaction of its business is
located in Santa Clara County, California. This office may be changed from time
to time by the Board of Directors.
Article III
Members
Section 1. This corporation shall make no provisions for members, however,
pursuant to Section 5310 (b) (1) of the Nonprofit Public Benefit Corporation Law
of the State of California, any action which would otherwise, under law of the
provisions of the Articles of Incorporation or By-Laws of this corporation,
require approval by a majority of-all members or approval by the members, shall
only require the approval of the Board of Directors. Furthermore, all rights
which would otherwise vest in the members under law, the Articles of
Incorporation or the By-Laws of this corporation, shall vest in the Directors of
this Corporation.
Article IV
Board of Directors
Section 1. General Powers. The affairs of the Corporation shall be managed by its Board of Directors.
Section 2. Number, Tenure, Qualification, and Election. The number of initial directors shall be nine (9), consisting of six (6)
members elected by and from the Board of Directors of the Northern American
Trail Ride Conference ("NATRC"), with one (1) from each Region, ("NATRC
Directors"). If additional regions are added, the number of directors will be
automatically increased. In addition, there shall be three (3) members elected
by, but not from, the NATRC Board of Directors.
These “outside directors” shall never number fewer than one-third (1/3) the
total of directors; in the event the number of NATRC Directors be increased, the
number of outside directors shall correspondingly be increased. Each such
director shall hold office until his successor shall have been elected and
qualified, at which time the successor shall become a director of the
corporation. At the time initial directors are elected, the term of one-third
(1/3) shall be fixed at one (1) year, one-third (1/3) shall be fixed at two
(2) years, and one-third (1/3) shall be fixed at three (3) years. Thereafter, the
term shall
be three (3) years.
Section 3. Regular Meetings. A regular annual meeting of the Board of Directors
shall be held upon written notice to the directors to correspond with the
annual meeting of NATRC, unless waived as provided in Section 5. The Board of
Directors may provide by resolution the time and place for the holding of
additional regular meeting of the Board without other notice than such
resolution.
Section 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request
of the President of the Corporation or three or more of the directors. The
person or persons authorized to call special meetings of the Board of Directors
may fix the time and place of such special meetings.
Section 5. Notice. Notice of the regular meeting or special meeting of the Board of Directors
shall be given least five (5) days previously thereto by written notice
delivered personally or sent by mail or telegram to each director at his address
as shown by the records of the Corporation. If mailed, such notice shall be
deemed to be delivered when deposited in the United States Mail in a sealed
envelope so addressed, with postage thereon prepaid. If notice is given by
telegram, such notice shall be deemed to be delivered when the telegram is
delivered to the telegraph company. Any director may waive notice of any
meeting. The attendance of a director at any meeting shall constitute a waiver
of notice of such 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. Neither the business to be
transacted at nor the purpose of any regular or special meeting of the Board
need be specified in the notice or waiver of notice of such meeting, unless
specifically required by law or by these By-Laws.
Section 6. Quorum. A majority of the members of the Board of Directors shall constitute a quorum
for the transaction of business at any meeting of the Board of Directors;
provided that if fewer than a majority of the directors are present at said
meeting, a majority of such directors present may adjourn the meeting without
further
notice.
Section 7. Voting. Each member of the Board of Directors shall be entitled to cast one (1) vote
on any matter with respect to which a vote is taken at any meeting of the Board
Directors. Except as otherwise required by law or by these By-laws, a decision
of the Board of Directors shall require a majority vote of those directors
present at the meeting.
Section 8. Vacancies. Except as otherwise provided in these By-Laws, any vacancy occurring in the
Board of Directors or any directorship to be filled by reason of the death or
resignation of a director, or the failure or refusal of a director to qualify
and serve, shall be filled by the remaining directors. The director so elected
shall serve until the next annual meeting of the NATRC Board, which shall then
select a successor for the balance of the unexpired term.
Section 9. Compensation. Directors shall not receive any stated compensation for their services, but,
by resolution of the Board of Directors, may be reimbursed for their out-of
pocket expenses incurred in attendance at special meeting of the Board of
Directors or in the management of the Corporation.
Section 10. Other Committees. Other committees not having or exercising the authority of the Board of
Directors in the management of the Corporation may be designated by resolution
adopted by a majority of the directors present at a meeting at which a quorum is
present. Persons may be designated as committee members who are not members of
the Corporation or its Board of Directors.
Article V
Officers
Section 1. Officers. The officers of the Corporation shall be a President, a Vice President, a
Secretary and a Treasurer.
Section 2. Election, Qualification, and Term of Office. The officers of the Corporation shall be members of the Board of Directors
and shall be elected annually by
the Board of Directors at its regular annual meeting. Vacancies may be filled
or new offices created and filled at any meeting of the Board of Directors. Each
officer shall hold office until his successor shall have been duly elected and
shall have qualified.
Section 3. Duties of Officers. The duties of the Officers shall be such as generally attached to such
offices and, in addition thereto, such further duties as may be designated from time to time by the Board of Directors. The President, or in
his absence, the Vice President, shall serve as the presiding officer at any
meeting of the Board of Directors.
Section 4. Bonding of Treasurer and Other Officers. At the direction of the directors, the Treasurer and/or any other officer or
employee of the corporation shall be bonded.
Article VI
Contracts, Checks, Deposits, and Gifts
Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents
of the Corporation to enter into any contract or execute and deliver any
instrument in the name of and on the behalf of the Corporation, and such
authority may be general or confined to specific instances.
Section 2. Checks, Drafts, Etc. All checks, drafts, or other orders for the payment of money, notes, or other
evidences of indebtedness issued in the name of the Corporation shall be signed
by such officer or officers, agent or agents of the Corporation and in such
manner as shall from time to time be determined by resolution of the Board of
Directors.
Section 3. Deposits. All funds of the Corporation shall be deposited to the credit of the
Corporation in such banks, trust companies, or other depositories as the Board
of Directors may select.
Section 4. Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise of money or property for the general
purposes or for any special purpose of the Corporation.
Section 5. Investments. In selecting investments, the Board of Directors shall exercise sound
business judgment and prudent management. These By-Laws contemplate that the
majority of the portfolio will be in income-producing investments with a smaller
percentage in long-term growth investments.
Section 6. Use of Funds. After paying operating costs of the Corporation, the earnings from
investments, but no part of the corpus thereof, shall be paid annually to NATRC
to use as the NATRC Board sees fit consistent with its purposes and powers;
provided, however, the Board shall annually retain (10%) percent of the
investment earnings and add it to the corpus.
Article VII
Books and Records
Section 1. Books and Records. The Corporation shall keep correct and complete books and records of account
and shall also keep minutes of the proceedings of the Board of Directors. The
Corporation shall also maintain at its registered or principal office a record
of the names and addresses of the directors. All books and records of the
Corporation may be inspected by any director or his agent or attorney for any
proper purpose at a reasonable time.
AMENDMENTS TO THE BY-LAWS
OF THE NATRC FOUNDATION
Page 1. Article II. “The principle office of the corporation for the
transaction of its business is located in San Diego County, California……”
