TITLE, PURPOSE, LOCATION
Section 1. TITLE: This organization shall
be known as the Iowa Paint Horse Club. The official abbreviation
shall be IPHC. The IPHC shall at all times be operated and
conducted as a non-profit Club in accordance with all Federal and
Section 2. PURPOSE: The purpose of the IPHC
shall be to promote and stimulate interest in the Paint Horse by
encouraging Paint Horse breeding for conformation, ability and
color; by promoting interest in the Paint Horse as a breed; by
sponsoring Paint Horse Shows; encouraging Paint Horse classes in
all horse shows, pleasure and trail riding, racing and in all
related activities in every way possible; and to promote good
sportsmanship and good horsemanship.
Section 3. LOCATION: The IPHC shall cover the
its members may be residents of any state, territory, or country.
The principle place of business shall be the address of the
current Secretary. Business may be carried out at any place
convenient to participating members or officers.
Section 1. There shall be no shares of stock and only one
class of members. Membership shall be open to all persons who
subscribe to the aims of the IPHC, abide by its Bylaws and rules
and regulations, and assist in furthering the IPHC's purposes and
Section 2. Members of the IPHC shall be admitted, retained,
and expelled in accordance with these Bylaws, and such rules and
regulations as the Board of Directors may from time-to-time adopt.
Membership may include individuals, firms, corporations,
executors, trustees, and institutions of learning. Memberships are
not transferable. Persons who have been expelled or suspended from
the APHA are not eligible for membership in the IPHC during
expulsion or suspension. Memberships are for the calendar year
only, and expire each December 31.
Section 3. All members in good standing shall have equal
rights, interests and responsibilities with respect to the IPHC
and its property; shall have the right to vote in person at all
membership meetings, and to hold office and committee assignments,
except as otherwise limited herein. Any IPHC member elected to
office will pay current dues before taking office. Whenever in the
Bylaws the term member or members shall be used, unless otherwise
specified, it shall mean a member or members having the right to
vote. Each adult membership entitles the member or members to one
vote, but no more than two votes per household shall be allowed
even if a household has more than one membership (e.g.,
partnerships, corporations, etc.). Minor children (18 and under)
of a household are non-voting members.
Section 4. To have annual meeting voting rights, IPHC
members must have been a member sixty (60) days prior to the
annual meeting, or August 1, whichever is longer.
ARTICLE III. DIRECTORS
Section 1. The business and property of the IPHC shall be
managed and controlled by the Board of Directors hereinafter
created and empowered.
ELECTION OF DIRECTORS
The State will be divided into four (4) districts as follows:
North/South--Highway 65 with the following exception, this being a
straight-line boundary from the junction of 65, 69, and 92.
East/West--Highway 30 west of Highway 65. East of Highway 65 to
the northern boundaries of the following counties will be used:
Jackson, Jones, Linn, Benton,
Tama, Marshall, and
Story Counties up to Highway 65.
Six (6) directors shall serve on the Board.
One director from each district and two at-large directors
shall be elected. In
addition to the six (6) directors, the Board of Directors shall
include the President, Vice-President, Secretary and Treasurer for
a total of ten (10) members on the Board of Directors.
Each director shall be a bonafide resident of the district
he/she represents. The Board of Directors shall be elected at the
IPHC annual meeting. Each director
will serve for two (2) years, except the officer/directors
(President, Vice-President, Secretary, and Treasurer) and the
directors will be elected on alternating years. The President and
Vice-President shall serve as chairperson and vice-chairperson of
the Board of Directors, respectively.
No more than one (1) member of any immediate family or firm
may sit on the Board of Directors. No member shall be eligible to
be elected to the Board of Directors unless he/she is an active
owner of Paint Horses. All directors must be voting IPHC
members for two (2) consecutive years immediately prior to
taking office. If any
officer or director fails to properly discharge his/her duties,
he/she may be removed from office by a two-thirds (2/3rds) vote of
the Board of Directors.
Section 2. In case of any vacancy on the Board of Directors,
the remaining directors by affirmative vote of a majority thereof
may elect a successor for the unexpired term of such director.
Section 3. Board of
Directors meetings shall be held whenever called by direction of
the President, or by one-half (1/2) of the directors, on a
reasonable notification to all directors and officers of the time,
place, and topics to be discussed at said meeting. Business may be
transacted only if at least six (6) of the ten (10) Directors are
present at any such meeting.
Section 4. The written
contracts of the IPHC shall be executed on behalf of IPHC by any
member of the Board of Directors providing the approval has been
given by the Board of Directors.
Section 5. The Board of
Directors may create and empower other committees, general or
ARTICLE IV. OFFICERS AND DUTIES
Section 1. OFFICERS. The elected IPHC
officers shall be the President*, Vice-President, Secretary and
Treasurer and such other officers as may be authorized from
time-to-time by the Board of Directors.
Section 2. PRESIDENT.
The President shall be the chief officer of the IPHC and shall
preside at all meetings of the Board of Directors. He/She shall
see that the Bylaws and rules and regulations of the IPHC are
enforced and shall perform all other duties that may be prescribed
from time-to-time by the Board of Directors. The president shall
be allowed to vote in Board of Directors meetings only to break a
tie. *The President must be selected from the Board of Directors
of the previous year. The retiring President shall remain a voting
advisor one (1) year following his/her term of office.
Section 3. VICE-PRESIDENT.
In the absence of the President, the Vice-President shall have the
power and shall perform the duties of the President and such other
duties as may be prescribed by the Board of Directors. The Vice
–President must have previous IPHC board experience to be
selected. The vice-President shall vote as any other Board
member. In the event the Vice-President is serving as President,
the Vice-President shall retain his/her voting privileges.
Section 4. SECRETARY.
The Secretary shall keep the minutes of all membership and
directors meetings. This person shall be the custodian of all
documents and records of the IPHC. This person shall make a report
of this office to the Board of Directors when requested and to the
membership in annual meetings, and shall perform such other duties
as may be prescribed by the Board of Directors from time-to-time.
The Secretary shall have one (1) vote in the Board of Directors
TREASURER. The Treasurer shall collect all monies due the
IPHC. This person shall make a report of this office to the Board
of Directors when requested and to the membership at annual
meetings. An annual financial report is to be distributed to all
IPHC members. This person shall perform other duties as may be
prescribed by the Board of Directors from time-to-time. This
person shall disperse the monies of the IPHC upon order of the
Board of Directors. The Treasurer shall have one (1) vote in the
Board of Directors meetings.
Section 6. SURETY BONDS.
The President, the Treasurer, and any other officers and employees
of the IPHC shall give a surety bond to be furnished at the
expense of IPHC for faithful discharge of their duties, if so
required by the Board of Directors.
Section 7. VACANCIES. All vacancies in IPHC
offices may be filled by the Board of Directors for the unexpired
term, and those so succeeding or appointed shall serve until the
election and acceptance of their duly qualified successors (See
Article III. Section 2.)
ARTICLE V. ELECTIONS
Section I. All officers and directors shall be elected by
written ballot. These ballots shall be kept by the Secretary for
one (1) year.
Election of Directors and Officers. The President shall
appoint a nominating committee at least sixty (60) days prior to
the annual membership meeting. The committee shall consist of no
less than two (2) nor more than five (5) members. The current
President shall serve as chairman, or shall designate the chairman
of this committee. The nominating committee will prepare a
recommended slate for election of the members of the Board of
Directors and Officers. (See
Article Ill and Article IV.Section 1.) The
election shall be held at the annual membership
meeting. Additional nominations shall be accepted from the
voting members that are present. Each Officer and Director, shall
be voted upon individually by written ballot, and the election
completed for each office before nominations be accepted for the
next office. New
directors and officers shall be installed at the annual meeting
following their election.
All officers shall be
elected for a term of one (1) year. Officers and Directors may
succeed themselves in office.
Each Officer and Director must be elected and reelected
ARTICLE VI. DEFINING RULES AND REGULATIONS
Section 1. The Board of Directors shall have the power and
authority to amend, repeal, and enforce such rules and regulations
not contrary to the Bylaws and APHA Rules as it may deem necessary
concerning the IPHC conduct, management, and activities;
membership criteria and requirements; removal of officers;
collection of dues and fees; auditing requirements: the conduct of
shows, contests, exhibitions, races, sales, championships, social
functions and all other details relating to the general purposes
of the IPHC. However, any such rules and regulations established
shall be reviewed annually by the Board of Directors, subject to
revision or amendment by the General Membership at a General
Section 2. In consideration for the opportunity to exhibit
and participate in horse shows and other activities sponsored by
the IPHC, each member, exhibitor, and participant (hereinafter
collectively referred to as 'participant), agrees to abide by all
rules under which the horse shows and other activities will be
conducted. Participant further agrees to indemnify and hold
harmless the Iowa Paint Horse Club, its officers, directors, and
employees from and against all claims, demands, and cause of
action whatsoever that the participant may have for any and all
loss, damage or injury sustained by the participant, the animals
being exhibited by the participant, and participant's equipment;
or by the minor for whom a participant may represent, by the
animals he or she is exhibiting, or by his/her equipment before,
during and after said horse shows or activities. Participant
further agrees that if he or she is unsuccessful in an attempt to
overturn the Iowa Paint Horse Club decisions, actions, rules, or
regulations, to reimburse the Iowa Paint Horse Club for its
reasonable attorney fees, court costs, and other reasonable
expenses incurred in defense of such suit, and that no action will
be commenced whether in law or equity against the Iowa Paint Horse
Club in any court other than the county in which the current IPHC
ARTICLE VII. MEETINGS
ANNUAL MEMBERSHIP MEETING: The regular annual
membership meeting shall be held at
such time and place as may be fixed by resolution of the Board of
Directors during a period from
November 1 to April 1 of the following year. Said annual
membership meeting shall be for the purpose of
electing and installing officers and directors, and for the
transaction of such other business as
may be brought before the meeting. Notice of the General
Membership meeting shall be given by mailing a notice, stating the
time and place of such meeting, to the last known address of each
member in good standing, not less than thirty (30) days prior to
the date of such meeting. If special topics are to be discussed
and/or voted upon, members shall be notified of any such topics.
Section 2. Any Officer
of the IPHC may call the membership meeting to order and may act
as chairman of such meeting, precedence given in the following
order: President, Vice-President, Secretary. In absence of all
such officers, members present may elect a chairman of the
The Secretary shall act as Secretary of all membership
meetings. In the absence of the Secretary, the
appoint any person from the Board of Directors to act as Secretary
of the meeting. This person cannot use the Secretary's voting
SPECIAL MEMBERSHIP MEETINGS: Special meetings of the members
may be called on written notice to all members. The notice shall
state the time and place of the meeting and a brief description of
all topics to be discussed. The notice shall be sent by ordinary
mail to the last known address of all members at least thirty (30)
days prior to the meeting.
Special meetings may be called by
the President, a majority of the Board of Directors, or by notice
signed by at least twenty per cent (20%) of the membership.
Section 4. At any
membership meeting the members in attendance shall constitute a
ARTICLE VIII. AMENDMENTS.
The Board of Directors shall make, amend and repeal the
By-Laws of the IPHC only when written notice of intention of
specified amendments of any By-Laws shall have been mailed to all
voting members at least thirty (30) days prior to the
annual membership meeting. These specified amendments must be
voted on by the General Membership.
ARTICLE IX. SPECIAL
Section 1. The IPHC may from time-to-time, upon application,
sponsor special interest Clubs (Amateur, Trail, Youth, etc.). Such
sponsorship shall be governed by the American Paint Horse
Association rules and regulations and IPHC By-Laws, together with
such rules and regulation as may be adopted by the IPHC Board of
Directors. Officer of any such special interest Clubs shall
be elected at an annual meeting of such special Clubs.
Monthly Secretary and Treasurer's reports and monthly activity
reports of special interest Clubs shall be regularly submitted to
the IPHC Board of Directors.
ARTICLE X. INDEMNIFICATION
This Club shall indemnity a director of this Club, and each
director of this Club who is serving or has served at the request
of this Club as a director, officer, partner, trustee, employee or
agent of another Club, partnership, joint venture, trust, other
enterprise or employee benefit plan to the fullest extent possible
against expenses, including attorney's fees, judgments, penalties,
fines, settlements and reasonable expenses actually incurred by
such director or person relating to his/her conduct as a director
of this Club or as a director, officer, partner, trustee, employee
or agent of another Club, partnership, joint venture, trust, other
enterprise or employee benefit plan, except that the mandatory
indemnification required by this sentence shall not apply (1) to a
breach of a director's duty of loyalty to the Club or its members,
(2) for acts or omissions not in good faith or which involve
intentional misconduct or knowing violation of the law, or (3) for
a transaction from which a director derived an improper personal
ARTICLE XI. DISSOLUTION
dissolution of the IPHC, the Board of Directors shall, after
paying or making provisions for the payment of all of the
liabilities of the IPHC, dispose of all the assets of the IPHC
exclusively for the purpose of the IPHC, or to such organization
or organizations operated exclusively for agricultural purposes as
shall at the time qualify as exempt organizations under the
Internal Revenue Code, as the Board of Directors shall determine.
The American Paint Horse Association,
Fort Worth, Texas,
is to be given first consideration for the receipt of funds upon
dissolution of the IPHC.