The name of this organization shall be 'Texas Paso Fino Horse Association, Inc. (�The Organization�).

The territorial limits shall be the State of Texas, as established by the National Paso Fino Horse Association, and shall include such other territories as approved by the Board of Directors of the Organization.

Any person interested in the objectives and purposes of the Organization shall be eligible for membership.

All applications for membership shall be submitted, in writing, to the Membership Chairperson, the treasurer, or the Secretary of the Origination.  A qualified applicant shall become a member of the Organization upon payment of the annual dues.  The Secretary, upon notification of receipt of such dues, shall forthwith transmit to such member a copy of the Organization By-Laws.  The Secretary shall update the official membership roster as members are added and a list of members shall be immediately published on the Web site, and published in the newsletter at least annually.

The annual dues, in the amount designated by the organization, shall be payable on the First of January of each year, however, dues paid by persons joining the Organization between the dates of November 1 and December 30 shall be regarded as the annual dues of the ensuing year.

Any person failing to pay the annual dues or other assessments imposed by the Organization shall cease to be a member of the Organization, if such non-payment continues for a period of thirty (30) days after due notice thereof.
  

The Executive Committee may censure, suspend, or expel from the Organization any member charged with acts or conduct detrimental to said Organization, provided such charges are sustained after due and proper hearing before said Executive Committee, at which the accused has been afforded an opportunity to defend against such charges.  A majority vote of the Executive Committee, however, shall be required for the expulsion of any member against whom a charge has been sustained in the manner aforesaid.
  

The Officers of the Organization shall consist of a President, Vice-President, Secretary, Treasurer, and Area Directors, which shall be known as the Executive Committee.  Such Officers shall be elected by ballot in November and take office the following January 1, except when a special election is held.  An officer elected in a special election shall assume the duties of the office immediately after the results are announced.

No person shall be elected an Officer of the Organization unless such person has been an active member in good standing for at least one (1) year prior to election and is a legal resident within the territorial limits of the Organization.

No member shall hold more than one (1) elective office during the same term of office.

The term of office shall be for a period of two (2) years, or until an officer resigns or is otherwise replaced through a special election.  An officer elected in a special election shall serve the remainder of the regular term of office of two (2) years.  An officer cannot hold the same elective office for more than two (2) consecutive terms, except when an officer serves an abbreviated term as the result of having been elected in a special election, the abbreviated term shall not be considered as one of the two (2) consecutive terms.

The Board of Directors shall be composed of the Executive Committee, the immediate past President, committee chairpersons of the Organization, and the Delegate.  The immediate past President shall be defined as the last past President who completed his/her term of office and shall have a vote as a board member.

The President shall be the Executive Officer of the Organization and shall preside over all meetings thereof, including meetings of the Board of Directors.  Furthermore, he/she shall have the right to appoint a Parliamentarian and all Committee Chairpersons for the Organization and serve as a member of all committees thereof, except the Nominating Committee.

The Vice-President shall work closely with the president and all committee chairpersons to aid in a smooth running organization.  During the absence or incapacity of the President, the vice-president shall perform the duties and functions of the President.  Should the presidency be permanently vacated for any reason during the normal two-year term of office, the Vice-President will immediately assume the presidency for the remainder of the two-year term.

The Secretary shall record the minutes of all meetings, maintain accurate records of the membership, maintain an official current membership roster reflecting qualified members, associate members, and life members, and shall conduct the correspondence for the Organization as may be required.  Additionally, the secretary shall provide the Parliamentarian with the current total number of members prior to the beginning of all meetings in order to calculate whether a quorum is present for voting purposes.  Furthermore, the secretary shall have responsibilities for elections as defined in Article IX Sec.2 B and C.

The Treasurer shall collect all dues and assessments, receive, deposit, and disburse all monies (except organizational funds needed by local show secretaries) authorized by the Organization, maintain an accurate accounting of all financial transactions, and submit at the annual meeting a report of all receipts and disbursements and financial status of the Organization.   He/she shall also submit interim reports thereof when requested by the President or the Board of Directors.

The Parliamentarian shall be the procedural advisor of the Organization. He/she may attend all Executive Committee and board meetings, but shall not have the right to vote as a board member at such meetings.

The aforesaid Officers shall perform the duties and functions prescribed by these By-Laws and such other duties and functions as may be adopted and implemented by the Organization in accordance with proper parliamentary procedure.

The Board of Directors shall include the Executive Committee and Committee Chairpersons, shall be the governing body of the Organization, shall determine all matters of policy that may arise during the interval between annual or other regular meetings, shall hear all charges against members and discipline members in accordance with the provisions as set forth herein, prepare the budget, approve disbursements, and counsel with all Committees.  There shall be a meeting of the Board of Directors prior to all General Membership meetings.  Any member in good standing with the Organization may attend these Board Meetings, and minutes will be published for the general membership in a newsletter or on the Web site.

The Delegate to the national Board of Directors shall represent the Organization at PFHA Board of Director Meetings.  The delegate is charged with the responsibility of maintaining a dialogue with the PFHA regional membership in order to ascertain the wishes of said membership.  The Delegate will further be responsible for reporting to the membership on the business conducted at the PFHA Board of Director Meetings, including his/her votes at such meetings.  He/she shall also have the right to vote at the Organization's board meetings.
   

Regular periodic meetings (a minimum of four (4) per year) shall be called at the direction of the President.  The President shall designate one of the regular periodic meetings as the Annual Meeting.

The President or other members of the Executive Committee may call special meetings.  In addition, such meetings must be called when requested in writing by a Committee composed of at least one-fourth (1/4) of the members in good standing.  The exact purpose of all special meetings must be stated in the notice thereof.

Due written notice of all meetings shall be given to the membership, setting forth the date, time and place of such meetings.  In the event, however, that an emergency meeting is required, oral notice of such meeting shall be deemed due notice thereof.  It is suggested that a meeting agenda be prepared and distributed prior to all meetings.

The presence of at least 20 percent of the members in good standing shall be required for the transaction of business at any meeting.
   

General elections of Officers will be held every two years, in odd numbered years, in November.   November 15th is designated as Election Day.   Election will be by mailed ballot.  In all instances election shall be by a majority of the votes cast.  If no candidate for any officer position receives a majority of the votes cast, a run-off election between the two candidates receiving the most votes will be conducted immediately by mailed ballot.

With regards to elections, the following actions shall be accomplished each election year.

A.   At least two (2) months before Election Day, the President shall appoint three (3) members in good standing of both the Organization and the PFHA to comprise a Nominating Committee.  One of the appointees shall be designated as Chairperson.  No sitting Officer may serve on the Nominating Committee.   It shall be the duty of the Nominating Committee to prepare a slate of candidates for all officer positions for the upcoming election. 

The Nominating Committee shall solicit nominations of candidates from the membership in writing (by letter or newsletter) and by personal contact.  All candidates must be members (Individual or Family) in good standing of the Organization for at least one (1) year prior to Election Day and be a legal resident within the territorial limits of the Organization.  No member shall be listed as a candidate who has not indicated to a member of the Nominating Committee his or her willingness to serve if elected.  The Nominating Committee shall deliver the slate of candidates to the Secretary no later than one (1) month before Election Day.  The slate of candidates shall list at least two (2) candidates for each officer position.

B.   The Secretary shall prepare the Ballots and mail them to the membership, along with instructions for completing and validating the ballot, and a return envelope addressed to the Secretary and clearly stamped with the word 'BALLOT'.  This mailing shall occur not later than fifteen (15) days before Election Day.

C.   The Secretary and two (2) other members appointed by the President shall function as Election Judges, verifying the returned ballots and tallying the votes.  This shall be done in the presence of all the Election Judges.  The Election Judges shall not announce the results of the election, but shall forward the final vote tally to the President, with their certification of the results, by mail or in person, no later that December 1st.

D.   The President shall then announce the election results to the membership via newsletter or by letter, and to the PFHA by letter.

E.   The newly elected officers shall assume office and function January 1st, without ceremony.

The President, with the concurrence of the Board of Directors, may call a Special Election to fill an office position that has been vacated for any reason.  Normal procedures shall be followed except for date limitations as established in Section 2, above.  However, if called, a Special Election shall be conducted expeditiously.  A member elected as an Officer in a Special Election shall serve only the remaining part of the normal two-year term or office, but without prejudice to possibly being reelected in subsequent elections.
   

The President, upon taking office, may appoint the Chairperson of the aforesaid committees and additional committees he/she may deem necessary.  The President and/or Board of Directors may assign additional duties on a regular or temporary basis.  No elected officer may chair a Standing Committee.
   

The rules contained in the latest edition of the Scott, Foresman, Roberts� Rules of Order, Newly Revised, shall constitute am parliamentary authority for all matters of procedure not specifically provided for by these By-Laws.

The Organization is an affiliation of PFHA and herby falls under the PFHA Constitution and Rule Book on any matters in question or not covered under TxPFHA Bylaws.

Amendments to these By-Lows may be adopted by a majority vote of the membership at any regular or special meeting of the Organization at which there is at least a quorum (20 percent of the membership) present, provided also that written notice of the meeting and the specific purpose thereof shall have been given to the membership at least sixty (60) days prior to such meeting.   There shall be no voting by proxy in the aforesaid matter.

The Organization may be dissolved by a resolution duly adopted by a two-thirds (2/3) vote of the total membership in good standing at a meeting called for such purpose, following specific written notice to the membership of at least ninety (90) days prior thereto and at which meeting there is at least a quorum.   Such votes may be submitted in writing or by personal vote.  In the event of such dissolution, all funds and property of any nature which remain after the payment of all outstanding obligations shall be distributed in accordance with the provisions of the Internal Revenue Code relating to the dissolution of Membership Corporations of a similar nature and as further provided in the Articles of Incorporation of the within Organization.