MRCHF Board of Directors
PRESIDENT
Bill Fischer 406-883-0172 [email protected]
TREASURE
Margaret Ore 406-227-7019 [email protected]
SECRETARY
Naomi Summers 406-366-1997 [email protected]
Tim & Dawn Unzicker 406-323-2255 406-440-7661 [email protected]
Kent Blough 406-223-3690 [email protected]
Eric Branger 406-395-4271 [email protected]
Bill Fischer 406-883-0172 [email protected]
TREASURE
Margaret Ore 406-227-7019 [email protected]
SECRETARY
Naomi Summers 406-366-1997 [email protected]
Tim & Dawn Unzicker 406-323-2255 406-440-7661 [email protected]
Kent Blough 406-223-3690 [email protected]
Eric Branger 406-395-4271 [email protected]
RESTATED BYLAWS OF
MONTANA REINED COWHORSE FUTURITY, INC.
ARTICLE I
MEMBERS
Section 1.1. Members. In order to be a Member of MONTANA REINED COWHORSE FUTURITY, INC. (MRCHF), individuals, families, businesses and holders of a slot or slots on the MRCHF Stallion Stakes roster must pay the annual dues established by the Board of Directors. The Board may adopt a dues structure from time to time for these various types of Members. Members shall not have voting rights.
Section 1.2. Dues. The annual dues shall be established by the Board of Directors. Members may be suspended or their memberships terminated for failure to pay the annual dues within fifteen (15) days after written notice of failure to pay is given. In case of suspension or termination, all awards and/or money won in the MRCHF shows during any period when the dues are unpaid, shall be forfeited.
ARTICLE II
DIRECTORS
Section 2.1. Board of Directors. The affairs of the Corporation shall be managed and administered by or under the direction of its Board of Directors.
Section 2.2. Number of Directors. The number of Directors constituting the Board of Directors shall be not less than seven (7), but may be increased by action of the Board of Directors, who may appoint additional Directors.
Section 2.3. Term of Office. The individuals serving on the present Board of Directors are identified on Exhibit A attached hereto. Each Director shall continue in office until her or his, resignation or removal. Vacancies occurring in the Board of Directors for any reason may be filled by the remaining Directors.
Section 2.4. Requirements. Each member of the Board must be available to set up before the Futurity, tear down after the Futurity, and be available to help during the Futurity. A Board member who misses more than two (2) consecutive meetings of the Board of Directors without due cause may be removed by the Board.
Section 2.5. Resignation and Removal. A Director may resign at any time by giving written notice to the President. Unless otherwise specified in the notice, the resignation shall take effect upon receipt by such individual, and acceptance of the resignation shall not be necessary to make it effective. Any Director may be removed with or without cause by action of the Board of Directors, provided that written notice of such removal is given to any Director so removed.
Section 2.6. Meetings. Annual and regular meetings of the Board of Directors shall be held at such times and places as the President or the Board of Directors may from time to time determine. Special meetings of the Board of Directors may be held at any time and place upon call of the President or of any Director upon written demand of a Member of the Board of Directors. The
President shall preside at all meetings of the Board of Directors and may designate another Member of the Board to preside if the President is absent.
Section 2.7. Quorum of Directors. Unless otherwise provided by law or these Bylaws, the presence of two-thirds (2/3) of the entire Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Directors. Participation by one (1) or more Directors by means of a conference telephone or similar equipment allowing all persons participating in any meeting of the Board of Directors or any committee thereof to hear each other at the same time shall constitute presence at such meeting.
Section 2.8. Action of the Board of Directors. The vote of a majority of the Directors present at the time of the vote, if a quorum is present, shall be the act of the Board of Directors, unless the question or action is one upon which a different vote is required by express provision of law, or these Bylaws. Each Director shall have one (1) vote.
Section 2.9. Action bv Written Consent of Directors. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all Members of the Board of Directors consent in writing to the adoption of a resolution authorizing such action. Such action and written consents thereto shall be filed with the minutes of proceedings of the Board of Directors.
Section 2.10. Compensation. Directors shall not receive compensation for serving as such. The Board of Directors may authorize reimbursement of expenses incurred by Directors in the performance of their duties.
Section 2.11. Notice. Notice of the time, place, and purpose of every meeting of the Board of Directors shall be given by the Secretary or other officer by mailing, delivering or telephoning the same to each Director at least three (3) days before such meeting. Notice of any meeting need not be given, however, to any Director who submits a signed waiver of notice, before or after the meeting, or who attends the meeting without protesting the lack of notice, prior thereto or at its commencement.
ARTICLE III
OFFICERS
Section 3.1. Officers. The officers of the Corporation shall be a President, a Secretary and a Treasurer, and such other officers as the Board of Directors may elect. Any two or more offices may be held by the same person, except the offices of President and Secretary. The President shall be elected from among the Members of the Board of Directors. All other officers may but need not be Members of the Board.
Section 3.2. Election and Term of Officers. Officers shall be elected at each annual meeting for terms of one year, and each officer shall continue in office until the close of the election of officers at the next annual meeting and until his or her successor, if any, shall be elected and qualified, or until his or her earlier death, resignation or removal. Vacancies occurring in any office for any reason may be filled by the Board of Directors until the next annual meeting and until a successor is elected and qualified. Any officer may resign at any time by giving written notice to the President or the Secretary. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof, and acceptance of the resignation
shall not be necessary to make it effective. Any officer may be removed by the Board of Directors with or without cause.
Section 3.3. Powers and Duties. The officers of the Corporation shall have such powers and perform such duties in the management of the property and activities of the Corporation, subject to the control of the Board of Directors, as provided in these Bylaws and as generally pertain to their respective offices, as well as such other powers and duties as may be authorized from time to time by the Board of Directors.
Section 3.4. President. The President shall be the chief executive and operating officer of the Corporation and shall serve subject to the supervision and control of the Board of Directors and in accordance with such terms and conditions as it may determine.
Section 3.5. Treasurer. The Treasurer shall supervise the handling of the Corporation's assets, shall report to the Board of Directors and shall present the annual report of income and expenditures at every annual meeting of the Board of Directors.
Section 3.6. Secretary. The Secretary shall send notices of meetings, keep minutes of all meetings of the Board of Directors, notify officers and Directors of their election, and generally assist the operations of the Corporation as the President may determine.
Section 3.7. Other Agents. The Board of Directors may appoint from time to time such other agents and employees as it shall deem appropriate, each of whom shall hold office at the pleasure of the Board of Directors, and shall have
authority and perform such duties and shall receive such compensation, if any, as the Board of Directors may determine.
ARTICLE IV
ANNUAL REPORT
Section 4.1. Annual Report. At each annual meeting the President and Treasurer shall present to the Board of Directors a report in such form and with such contents as may be required from time to time by law and by the Board of Directors, and a copy of such reports shall be filed with the minutes of the meeting.
ARTICLE V
INDEMNIFICATION
Section 5.1 Indemnification of Directors.
(a) Indemnification. The Corporation shall indemnify a Director if a determination has been made in accordance with the procedures set forth in the
Montana Nonprofit Corporation Act that the Director met the standard of conduct set forth in Section 5.1(b), and payment has been authorized in
accordance with the procedures set forth in the Montana Nonprofit Corporation Act based on a conclusion that the expenses are reasonable, the
Corporation has the financial ability to make the payment, and the financial resources of the Corporation should be devoted to this use rather
than some other use by the Corporation.
(b) Standard of Conduct. A Director may be indemnified hereunder if:
1) he or she conducted himself or herself in good faith;
2) he or she reasonably believed:
i) In the case of conduct in his or her official capacity with the Corporation, that his or her conduct was in its best interests;
ii) in all other cases, that his or her conduct was at least not opposed to its best interests; and
iii) in the case of any criminal proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful.
The Corporation shall not indemnify a Director (1) in connection with a proceeding by or in the right of the Corporation in which the Director was adjudged liable to the Corporation; or (2) in connection with any other proceeding charging improper personal benefit to him or her, whether or not involving action in his or her official capacity, in which he or she was adjudged liable on the basis that personal benefit was improperly received by him or her.
Section 5.2 Advance Expenses for Directors. If, following the procedures set forth in the Montana Nonprofit Corporation Act, a determination is made and if an authorization of payment is made following the procedures and standards set forth in the Montana Nonprofit Corporation Act, then the Corporation shall pay for or reimburse the reasonable expenses incurred by a Director who is a party to a proceeding in advance of final disposition of the proceeding if;
(a) the Director furnished the Corporation a written affirmation of his or her good faith belief that he or she has met the standard of conduct
described in Section 5.1;
(b) the Director furnishes the Corporation a written undertaking, executed personally or on his or her behalf, to repay the advance if it is ultimately
determined that he or she did not meet the standard of conduct (which undertaking must be an unlimited general obligation of the Director but
need not be secured and may be accepted without reference to financial ability to make repayment); and
(c) a determination is made that the facts then known to those making the determination would not preclude indemnification under Section 5.1 or
the provisions of the Montana Nonprofit Corporation Act.
Section 5.3 Indemnification of Officers. Agents and Employees Who Are Not Directors. The Board of Directors may indemnify and advance expenses to any officer, employee, or agent of the Corporation who is not a Director of the Corporation, to the extent consistent with public policy, as determined by the general or specific action of the Board of Directors.
Section 5.4 Mandatory Indemnification. Notwithstanding any other provisions of these Bylaws, the Corporation shall indemnify a Director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the Director was a party because he or she is or was a Director of the Corporation against reasonable expenses incurred by the Directors in connection with the proceeding.
ARTICLE VI
AMENDMENTS
Section 6.1. Amendments. These Bylaws may be amended, added to or repealed by the vote of a majority of the entire Board of Directors
ARTICLE VII
FISCAL AFFAIRS
Section 7.1. Fiscal Year. The fiscal year of the Corporation shall be the calendar year.
Section 7.2. Checks. Notes Contracts. The Board of Directors shall determine who shall be authorized from time to time on the Corporation's behalf to sign checks, drafts, or other orders for payment of money; to sign acceptances, notes or other evidences of indebtedness; to enter into contracts; or to execute and deliver other documents and instruments.
Section 7.3. Books and Records. The Corporation shall keep at its office correct and complete books and records of account, the activities, and transactions of the Corporation, minutes of the proceedings of the Board of Directors and any committee of the Corporation and a current list of the Members, Directors and Officers of the Corporation and their residence addresses. Any of the books, minutes, and records of the Corporation may be in written form or in any other acceptable form capable of being converted into written form within a reasonable time.
Section 7.4. Dissolution. The Corporation may dissolve upon the adoption of a resolution by two-thirds(2/3) of all Directors recommending dissolution of the Corporation. Upon approval by two-thirds (2/3) of the Directors of a resolution directing that the Corporation be dissolved, all debts, claims and obligations of the Corporation shall be paid. Any remaining assets shall then be distributed as the Board of Directors determines, though only to such institutions or organizations which will carry out the purposes of the Corporation.
CERTIFICATE OF ADOPTION OF RESTATED BYLAWS
The undersigned, being the President and Secretary of the aforesaid Montana Corporation, do hereby certify that the above and foregoing Restated Bylaws of said Corporation were adopted by the Board of Directors on _______________, 2017, and the same do now constitute the Bylaws of the Corporation.
____________________________________
President
____________________________________
Secretary
MONTANA REINED COWHORSE FUTURITY, INC.
ARTICLE I
MEMBERS
Section 1.1. Members. In order to be a Member of MONTANA REINED COWHORSE FUTURITY, INC. (MRCHF), individuals, families, businesses and holders of a slot or slots on the MRCHF Stallion Stakes roster must pay the annual dues established by the Board of Directors. The Board may adopt a dues structure from time to time for these various types of Members. Members shall not have voting rights.
Section 1.2. Dues. The annual dues shall be established by the Board of Directors. Members may be suspended or their memberships terminated for failure to pay the annual dues within fifteen (15) days after written notice of failure to pay is given. In case of suspension or termination, all awards and/or money won in the MRCHF shows during any period when the dues are unpaid, shall be forfeited.
ARTICLE II
DIRECTORS
Section 2.1. Board of Directors. The affairs of the Corporation shall be managed and administered by or under the direction of its Board of Directors.
Section 2.2. Number of Directors. The number of Directors constituting the Board of Directors shall be not less than seven (7), but may be increased by action of the Board of Directors, who may appoint additional Directors.
Section 2.3. Term of Office. The individuals serving on the present Board of Directors are identified on Exhibit A attached hereto. Each Director shall continue in office until her or his, resignation or removal. Vacancies occurring in the Board of Directors for any reason may be filled by the remaining Directors.
Section 2.4. Requirements. Each member of the Board must be available to set up before the Futurity, tear down after the Futurity, and be available to help during the Futurity. A Board member who misses more than two (2) consecutive meetings of the Board of Directors without due cause may be removed by the Board.
Section 2.5. Resignation and Removal. A Director may resign at any time by giving written notice to the President. Unless otherwise specified in the notice, the resignation shall take effect upon receipt by such individual, and acceptance of the resignation shall not be necessary to make it effective. Any Director may be removed with or without cause by action of the Board of Directors, provided that written notice of such removal is given to any Director so removed.
Section 2.6. Meetings. Annual and regular meetings of the Board of Directors shall be held at such times and places as the President or the Board of Directors may from time to time determine. Special meetings of the Board of Directors may be held at any time and place upon call of the President or of any Director upon written demand of a Member of the Board of Directors. The
President shall preside at all meetings of the Board of Directors and may designate another Member of the Board to preside if the President is absent.
Section 2.7. Quorum of Directors. Unless otherwise provided by law or these Bylaws, the presence of two-thirds (2/3) of the entire Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Directors. Participation by one (1) or more Directors by means of a conference telephone or similar equipment allowing all persons participating in any meeting of the Board of Directors or any committee thereof to hear each other at the same time shall constitute presence at such meeting.
Section 2.8. Action of the Board of Directors. The vote of a majority of the Directors present at the time of the vote, if a quorum is present, shall be the act of the Board of Directors, unless the question or action is one upon which a different vote is required by express provision of law, or these Bylaws. Each Director shall have one (1) vote.
Section 2.9. Action bv Written Consent of Directors. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all Members of the Board of Directors consent in writing to the adoption of a resolution authorizing such action. Such action and written consents thereto shall be filed with the minutes of proceedings of the Board of Directors.
Section 2.10. Compensation. Directors shall not receive compensation for serving as such. The Board of Directors may authorize reimbursement of expenses incurred by Directors in the performance of their duties.
Section 2.11. Notice. Notice of the time, place, and purpose of every meeting of the Board of Directors shall be given by the Secretary or other officer by mailing, delivering or telephoning the same to each Director at least three (3) days before such meeting. Notice of any meeting need not be given, however, to any Director who submits a signed waiver of notice, before or after the meeting, or who attends the meeting without protesting the lack of notice, prior thereto or at its commencement.
ARTICLE III
OFFICERS
Section 3.1. Officers. The officers of the Corporation shall be a President, a Secretary and a Treasurer, and such other officers as the Board of Directors may elect. Any two or more offices may be held by the same person, except the offices of President and Secretary. The President shall be elected from among the Members of the Board of Directors. All other officers may but need not be Members of the Board.
Section 3.2. Election and Term of Officers. Officers shall be elected at each annual meeting for terms of one year, and each officer shall continue in office until the close of the election of officers at the next annual meeting and until his or her successor, if any, shall be elected and qualified, or until his or her earlier death, resignation or removal. Vacancies occurring in any office for any reason may be filled by the Board of Directors until the next annual meeting and until a successor is elected and qualified. Any officer may resign at any time by giving written notice to the President or the Secretary. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof, and acceptance of the resignation
shall not be necessary to make it effective. Any officer may be removed by the Board of Directors with or without cause.
Section 3.3. Powers and Duties. The officers of the Corporation shall have such powers and perform such duties in the management of the property and activities of the Corporation, subject to the control of the Board of Directors, as provided in these Bylaws and as generally pertain to their respective offices, as well as such other powers and duties as may be authorized from time to time by the Board of Directors.
Section 3.4. President. The President shall be the chief executive and operating officer of the Corporation and shall serve subject to the supervision and control of the Board of Directors and in accordance with such terms and conditions as it may determine.
Section 3.5. Treasurer. The Treasurer shall supervise the handling of the Corporation's assets, shall report to the Board of Directors and shall present the annual report of income and expenditures at every annual meeting of the Board of Directors.
Section 3.6. Secretary. The Secretary shall send notices of meetings, keep minutes of all meetings of the Board of Directors, notify officers and Directors of their election, and generally assist the operations of the Corporation as the President may determine.
Section 3.7. Other Agents. The Board of Directors may appoint from time to time such other agents and employees as it shall deem appropriate, each of whom shall hold office at the pleasure of the Board of Directors, and shall have
authority and perform such duties and shall receive such compensation, if any, as the Board of Directors may determine.
ARTICLE IV
ANNUAL REPORT
Section 4.1. Annual Report. At each annual meeting the President and Treasurer shall present to the Board of Directors a report in such form and with such contents as may be required from time to time by law and by the Board of Directors, and a copy of such reports shall be filed with the minutes of the meeting.
ARTICLE V
INDEMNIFICATION
Section 5.1 Indemnification of Directors.
(a) Indemnification. The Corporation shall indemnify a Director if a determination has been made in accordance with the procedures set forth in the
Montana Nonprofit Corporation Act that the Director met the standard of conduct set forth in Section 5.1(b), and payment has been authorized in
accordance with the procedures set forth in the Montana Nonprofit Corporation Act based on a conclusion that the expenses are reasonable, the
Corporation has the financial ability to make the payment, and the financial resources of the Corporation should be devoted to this use rather
than some other use by the Corporation.
(b) Standard of Conduct. A Director may be indemnified hereunder if:
1) he or she conducted himself or herself in good faith;
2) he or she reasonably believed:
i) In the case of conduct in his or her official capacity with the Corporation, that his or her conduct was in its best interests;
ii) in all other cases, that his or her conduct was at least not opposed to its best interests; and
iii) in the case of any criminal proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful.
The Corporation shall not indemnify a Director (1) in connection with a proceeding by or in the right of the Corporation in which the Director was adjudged liable to the Corporation; or (2) in connection with any other proceeding charging improper personal benefit to him or her, whether or not involving action in his or her official capacity, in which he or she was adjudged liable on the basis that personal benefit was improperly received by him or her.
Section 5.2 Advance Expenses for Directors. If, following the procedures set forth in the Montana Nonprofit Corporation Act, a determination is made and if an authorization of payment is made following the procedures and standards set forth in the Montana Nonprofit Corporation Act, then the Corporation shall pay for or reimburse the reasonable expenses incurred by a Director who is a party to a proceeding in advance of final disposition of the proceeding if;
(a) the Director furnished the Corporation a written affirmation of his or her good faith belief that he or she has met the standard of conduct
described in Section 5.1;
(b) the Director furnishes the Corporation a written undertaking, executed personally or on his or her behalf, to repay the advance if it is ultimately
determined that he or she did not meet the standard of conduct (which undertaking must be an unlimited general obligation of the Director but
need not be secured and may be accepted without reference to financial ability to make repayment); and
(c) a determination is made that the facts then known to those making the determination would not preclude indemnification under Section 5.1 or
the provisions of the Montana Nonprofit Corporation Act.
Section 5.3 Indemnification of Officers. Agents and Employees Who Are Not Directors. The Board of Directors may indemnify and advance expenses to any officer, employee, or agent of the Corporation who is not a Director of the Corporation, to the extent consistent with public policy, as determined by the general or specific action of the Board of Directors.
Section 5.4 Mandatory Indemnification. Notwithstanding any other provisions of these Bylaws, the Corporation shall indemnify a Director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the Director was a party because he or she is or was a Director of the Corporation against reasonable expenses incurred by the Directors in connection with the proceeding.
ARTICLE VI
AMENDMENTS
Section 6.1. Amendments. These Bylaws may be amended, added to or repealed by the vote of a majority of the entire Board of Directors
ARTICLE VII
FISCAL AFFAIRS
Section 7.1. Fiscal Year. The fiscal year of the Corporation shall be the calendar year.
Section 7.2. Checks. Notes Contracts. The Board of Directors shall determine who shall be authorized from time to time on the Corporation's behalf to sign checks, drafts, or other orders for payment of money; to sign acceptances, notes or other evidences of indebtedness; to enter into contracts; or to execute and deliver other documents and instruments.
Section 7.3. Books and Records. The Corporation shall keep at its office correct and complete books and records of account, the activities, and transactions of the Corporation, minutes of the proceedings of the Board of Directors and any committee of the Corporation and a current list of the Members, Directors and Officers of the Corporation and their residence addresses. Any of the books, minutes, and records of the Corporation may be in written form or in any other acceptable form capable of being converted into written form within a reasonable time.
Section 7.4. Dissolution. The Corporation may dissolve upon the adoption of a resolution by two-thirds(2/3) of all Directors recommending dissolution of the Corporation. Upon approval by two-thirds (2/3) of the Directors of a resolution directing that the Corporation be dissolved, all debts, claims and obligations of the Corporation shall be paid. Any remaining assets shall then be distributed as the Board of Directors determines, though only to such institutions or organizations which will carry out the purposes of the Corporation.
CERTIFICATE OF ADOPTION OF RESTATED BYLAWS
The undersigned, being the President and Secretary of the aforesaid Montana Corporation, do hereby certify that the above and foregoing Restated Bylaws of said Corporation were adopted by the Board of Directors on _______________, 2017, and the same do now constitute the Bylaws of the Corporation.
____________________________________
President
____________________________________
Secretary
