The Shire Horse Foundation

America's premier 501(c)3 organization dedicated to
education about and promotion of the Shire horse.

Shire Horse Foundation Bylaws

ARTICLE I:  TITLE, LOCATION, OBJECT

            1.1       Title.  The name of the corporation is the Shire Horse Foundation.

            1.2       Location.  The location of the initial principle office of the corporation shall be in the County of Garfield, State of Colorado.

            1.3       Object.  The corporation is organized for the purpose and with the object of providing cultural, historical and educational insight into the Shire horse to the youth and breeders of Shire horses, and to encourage continuous growth and perpetuation of the Shire horse in America.

ARTICLE II:  MEETINGS

            2.1       Annual Meeting.  The annual meeting of the board of directors shall be held concurrently with the annual meeting of the American Shire Horse Association, at a place and time designated by the president of this foundation or as otherwise designated from time to time by the board of directors.

            2.2       Other Meetings.  Other meetings of the directors may be called at any time for any purpose by the president or a majority of the board of directors.

ARTICLE III:  BOARD OF DIRECTORS

            3.1       Number of Directors.  The property, funds and affairs of the foundation shall be managed and controlled by a board of three (3) directors.  The number of said board of directors may be changed at any meeting of the Foundation.

            3.2       Term of Directors.  The initial directors shall serve staggered terms of 3 years, 2 years and 1 year, as determined by the Incorporator.  Thereafter, one director will be elected each year to serve a three year term by a majority vote of the remaining directors of the Foundation.

            3.3       Duties of Directors.  It shall be expected of all directors that they shall at­tend meetings, be willing to give freely of their time and effort in helping to solve the problems of the Foundation and that they be continually conscious of their responsibility toward the Shire horse and the Foundation.  In the event a director fails to live up to these standards, he may be removed by a majority vote of the remaining directors.

            3.4       Vacancy on Board of Directors.  In case of a vacancy on the board of directors due to a death, resignation, removal or for any other reason, the president shall nominate a candidate to be approved by the remaining board to fill the unexpired term.

            3.5       Mail Voting by Directors.  The board of directors may act without a meeting to the full extent allowed by law.

            3.6       Notice of Meeting.  Notice of regular meetings shall be mailed to each di­rector at his last known post office address by the secretary, at least fifteen (15) days prior to the date of said meeting, however, any meeting of the board of directors at which all of the directors are present shall be valid.

            3.7       Quorum.  A majority of the then acting directors shall constitute a quorum for the transaction of business at any meeting.

ARTICLE IV:  OFFICERS AND DUTIES

            4.1       Officers.  The officers of the foundation shall be a president, vice presi­dent, secretary and treasurer, who shall be elected by the board of directors, and such officers shall hold office for the period of one (1) year, which terms may be extended at any time by the board of directors, and/or until their successors are elected and qualified.

            4.2       President.  The president shall be the chief executive officer of the foundation and shall preside at all meetings of the board of directors.  He shall see that the Bylaws, rules and regulations of the foundation are enforced and shall perform all other duties that may be prescribed from time to time by the board of directors.  He shall be ex-officio member of all committees.  In case of death, failure, refusal or inability of a member of any committee to act, such vacancy shall be filled by appointment by the president for the unexpired term.

            4.3       Vice President.  In the absence of the president, the vice president shall have the powers and shall perform the duties of the president and such other duties as may be prescribed by the board of directors.

            4.4       Secretary.  The secretary shall keep the minutes of all meetings; shall be the custodian of all documents and records of the foundation; shall perform such other duties as instructed by the board of directors; shall be ex-officio secretary of all committees appointed by the president or the board of directors; and shall make a report to the board of directors at the annual meeting and at such other times as directed by an action of the board.

            4.5       Treasurer.  The treasurer shall receive all moneys; shall account for all of the same by itemized statements in detail to each annual meeting of the board of di­rectors when demanded; and shall disburse the same only upon itemized demands and upon the order of the board of directors.

            4.6       Auditing of Accounts.  Accounts of this foundation shall be audited by a certified public accountant or a committee appointed by the president and confirmed by the board of directors.  This audit shall be reported to the next annual meeting after its completion.

4.7       Surety Bond.  The treasurer and all other officers or employees or mem­bers of the foundation whom may have the handling of any funds of the foundation shall each give a surety bond to be furnished at the expense of the foundation for the faithful discharge of his or her duties, if so required by the board of directors, which bond shall be in such amount and with such sureties as the board of directors shall direct and ap­prove.

4.8       Vacancies.  All vacancies in the offices of the foundation caused by death or otherwise shall be filled by the president.  No vacancy shall be filled to a time ex­tending beyond the next succeeding annual meeting.

ARTICLE V:  COMMITTEES

            5.1       Committees.  The foundation shall have committees to perform different functions as directed by the board of directors.  Committee members are to be ap­pointed by the president and confirmed by the board of directors. 

ARTICLE VI:  SIGNATURE AND TRANSFER

            6.1       Signature and Transfer.  The signature of the president and treasurer only shall be required for the transfer of stock securities and certificates of any nature held by the foundation.  No broker, bank, custodian or registrar of securities shall be required or obligated to inquire into the authority of the president and treasurer to make transfer or sale of any stock, securities or certificates of any nature owned by the foundation, or to make any change in said investment portfolio, but the signature of the president and treasurer alone shall be sufficient authority to such broker, bank, custodian or registrar of securities to make such transfer, sale or change in investment portfolio.

ARTICLE VII:  RULES OF PROCEDURE

            7.1       Order of Business.  All meetings of the board of directors and/or the foundation shall be conducted in conformance with the version of Robert’s Rules of Order adopted by the Board of Directors.

ARTICLE VIII:  AMENDMENTS

            8.1       By Board of Directors.  Any Bylaws may be repealed, modified, altered or amended, or new Bylaws adopted at any regular or special meeting of the board of di­rectors of this foundation by a majority vote of the directors.