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NAMHSA, North American Model Horse Show Association

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NAMHSA – Bylaws

NAMHSA – Bylaws  

Article I – NAME

The name of this association shall be the North American Model Horse Shows Association, abbreviated as NAMHSA.

Article II – OBJECTIVES

NAMHSA’s mission is to serve as an inclusive organization to promote the model horse hobby. The aim of NAMHSA is to promote all facets of the model horse hobby and provide support for the future development of model horse showing, customizing, and collecting, which includes but is not limited to:

Article III – MEMBER RULES

Section 1 – General.

There shall be one class of membership, the NAMHSA membership. Any individual shall be eligible for NAMHSA membership provided all requirements for membership are met. Each individual who holds a NAMHSA membership shall have one vote on issues submitted to the membership by the Board of Directors and shall have all responsibilities as stated in these Bylaws. No individual may hold more than one NAMHSA membership at a given time. Each member shall conform to and abide by all provisions in the bylaws as a condition of membership or continuing membership.

Section 2 – Requirements for NAN Qualifying Shows.

NAN qualifying shows must meet the following requirements:

The show holder must be a NAMHSA member. The show holder may apply for NAMHSA membership at the same time the show is submitted for NAN qualifier status.

Section 3 – Membership Procedure.

Individuals may apply for NAMHSA membership at any time, including with a NAN qualifying show application or NAN entry. Each applicant must send a completed membership application form (available online) and the membership dues to the NAMHSA Membership Secretary. Upon receipt of the application, the Secretary (or his/her designee) shall review the application materials and, provided all requirements are met, shall add the individual to the NAMHSA membership.

Section 4 – Loss of Membership

Article IV – BOARD OF DIRECTORS

Section 1 – Composition.

The Board of Directors shall consist of the President, Vice President, Recording Secretary, Treasurer, Show Secretary, and the Regional Representatives. The Recording Secretary, Treasurer, and Show Secretary are non-voting members who may make and/or second motions and participate in all discussions and activities. The Board of Directors will also include committee chairpersons in discussions which affect their committee’s project.

Section 2 – Responsibilities.

The Board of Directors will discuss and vote on issues as required to facilitate the operation of the Association. Management of NAMHSA is vested in the Board of Directors, who may delegate decisions about such issues to the membership for vote, as the Board of Directors determines. The Board of Directors may submit issues to members for vote via e-mail, provided however, that any member who requested to vote via e-mail has provided the Membership Secretary with an e-mail address. The Board of Directors may formulate, amend, or resubmit the articles of incorporation.

Additionally, the Board of Directors may complete such other documents or undertake such acts on behalf of NAMHSA as are needed to establish or maintain corporate and/or non-profit status for the organization, including the selection of a Registered Agent who is a resident of the state where NAMHSA is incorporated. Provided further, that the Board of Directors may undertake any such measures as are necessary to protect the organization, its officers, directors, delegates, and members from legal liability.

Article V – OFFICERS

Section 1 – General.

The Officers of NAMHSA shall be President, Vice President, Speaker of the Board (see Article VI, Section 7), Recording Secretary, Treasurer, and Show Secretary.

Section 2 – Election of President and Vice-President.

Every 2 alternating years NAMHSA members shall nominate persons for the office of the President (Even Years) and Vice President (Odd Year). Each nomination must be accompanied by a statement of willingness to serve from the nominees. The elections will be held by vote of all members. Ballots will be sent to current NAMHSA members no later than the last day in May, and all ballots must be returned to the Recording Secretary by June 15. Each member shall receive one vote for President and one vote for Vice President. The name of the new President and Vice President will be announced on the NAMHSA website, at the annual Member’s Meeting and/or by any other timely means deemed appropriate by the Board of Directors.

Section 3 – Vice President.

The Vice President is nominated and elected by the NAMHSA membership. The Vice President will serve a two-year term beginning at the membership meeting held in conjunction with odd year NAN. The Vice President can then run for a second consecutive term not exceeding two terms as Vice President and two consecutive terms as President. Filling an interim seat during an incomplete term is not considered part of the term limits stated here.

**In the event that the Presidency becomes vacant between election periods, the Vice President will assume the role of President until the next regular election cycle; act as the first officer to the President to carry out NAMHSA business; perform the duties of the President in the absence of the President; and serve as the President’s representative as directed. 

Section 4 – President.

The President is nominated and elected by the NAMHSA membership. The President will serve a two-year term beginning at the membership meeting held in conjunction with even year NAN. The President can then run for a second consecutive term not exceeding two terms as President. Filling an interim seat during an incomplete term is not considered part of the term limits stated here.

The maximum term an individual can serve consecutively as Vice President or President is four years. With two years serving as Vice President and two years as President, or 4 consecutive years in a single position. After four year absence from any leadership position on the BOD, an individual can once again run and be elected for the Vice President or President for their additional second terms.

In the event that the Vice Presidency becomes vacant between election periods, the President may appoint someone to fill the duties of the Vice President, with a Board majority approval until the next regular election cycle. This does not affect the aforementioned term limits.

 

Section 5 – Recording Secretary.

The Recording Secretary shall be nominated by the President for this office, and the Board of Directors shall vote to appoint or deny the candidate. The Recording Secretary will be limited to a three year term beginning with the membership meeting held in conjunction with the NAN. The Recording Secretary will not be given voting rights. The Recording Secretary’s primary duties shall be the maintenance of records of Board votes and deliberations, and the conduct of votes of the membership.

Section 6 – Treasurer.

The Treasurer shall be nominated by the President for this office, and the Board of Directors shall vote to appoint or deny the candidate. The Treasurer will be limited to a three year term beginning with the membership meeting held in conjunction with the NAN.

Section 7 – NAN Qualifying Show Secretary (“Show Secretary”).

The Show Secretary shall be nominated by the President for this office, and the Board of Directors shall vote to appoint or deny the candidate. The Show Secretary will be limited to a three year term beginning with the membership meeting held in conjunction with the NAN. The Show Secretary will not be given voting rights. The Show Secretary’s primary duty shall be administration of the NAN qualifying show application and results processes.

Section 8 – Membership Secretary.

The Membership Secretary shall be nominated by the President for this office, and the Board of Directors shall vote to appoint or deny the candidate. The Membership Secretary will be limited to a three year term beginning with the membership meeting held in conjunction with the NAN. The Membership Secretary will not be given voting rights. The Membership Secretary’s primary duty shall be administration and tracking of the NAMHSA membership.

Section 9 – Removal of Officers.

Upon evidence of an elected officer’s unwillingness or incapacity to serve, or in the case of unethical behavior, the Board of Directors shall vote for removal of the Officer. Upon evidence of an appointees unwillingness or incapacity to serve, or in the case of unethical behavior the Board leadership may remove that person from office by official notice to the Board. Pending formal removal or replacement through these methods, the President may nominate and the Board shall vote to approve by majority the select person to temporarily fill any vacant position.

Article VI – REPRESENTATIVES

Section 1 – General.

Regional Representatives will be proposed and elected to represent members from each of the eleven NAMHSA regions. The role of the representative is to:

Section 2 – NAMHSA Regions.

There will be one Regional Representative from each of the eleven regions. A periodic review of the regional lines will be conducted as the Board of Directors sees fit. The eleven regions are defined as follows:

Section 3 – Elections of Regional Representatives.

NAMHSA members shall nominate persons who reside in their regions for the position of Regional Representative on the Board of Directors. Nominations must be sent to the Recording Secretary by March 1 of appropriate election years. Each nomination must be accompanied by a statement of willingness to serve from the nominee. The election will be held by vote of the membership in the region. Ballots will be sent to current NAMHSA members no later than the last day in April, and all ballots must be returned to the Recording Secretary by June 1. Each member shall receive one vote, and will vote only for the representative of their respective region. The names of the new Regional Representatives will be announced in the NAMHSA Newsletter, on the NAMHSA website, and/or by any other timely means deemed appropriate by the Board of Directors.

Section 4 – Terms.

For the elections in odd-numbered years, the Regional Representatives from odd-numbered regions will be elected to a two year term, and the Regional Representatives from even-numbered regions will be elected for a one year term.

Thereafter, all Regional Representatives will be elected to serve for a term of two years. Regional Representatives shall take office at the membership meeting held in conjunction with the NAN. Representatives may be re-elected an unlimited number of terms.

Section 5 – Removal of Representatives.

Upon evidence of a representative’s unwillingness or incapacity to serve, or in the case of unethical or disruptive to regular Board functions, the Representative shall be removed from the BOD by a majority vote of the Board of Directors. Such a vote may be initiated only by a Board Officer or by petition from ten percent or more of the members in the Representative’s region. This does not apply to end of term or resignation of a Representative.

Section 6 – Vacancies.

In the event of vacancy by any Regional Representative for any cause, such seat shall be filled by a special election of the members of that Representative’s region.

Section 7 – Representative Speaker of the Board

Upon evidence of an elected President’s and Vice President’s unethical, ineffective or inefficient work, the Board of Directors most senior voting member shall be deemed as Speaker of the Board (SotB) for regular Board operations. This Speaker of the Board is determined by who has served consecutively longest as a voting Board member and/or Officer with NAMHSA. If there is a tie or dispute of senior voting members for Speaker of the Board, then the remaining Regional Representatives will vote to break the tie. The Speaker of the Board is second in the presidential line of succession immediately after the Vice President in the event that both the Presidency and Vice Presidency become ineffective, vacant or incapacitated. In the event that both the Presidency and Vice Presidency becomes vacant between election periods, the Speaker of the Board may fill the duties of the President, until a special election of the members can be scheduled.

Article VII – COMMITTEES

Section 1 – Committee Delegations.

The Board of Directors may delegate its decision-making authority to committees composed of at least two persons, and formed by majority vote of the Board. The Chairperson and members of these committee-delegates shall be selected by the Board from candidates nominated by the President; that provision notwithstanding, the majority of the members of these committees must also be members of the Board. At any time, the Board may by majority vote to disband a committee, or expel, remove or replace any Chairperson or member. That provision notwithstanding, upon completion of its delegation, such committee shall automatically disband.

Section 2 – Advisory or Executive Committees.

The Board of Directors may seek the advice or recommendation of advisory committees, and the Board may confer the power to execute its decisions to executive committees, all as it requires to facilitate operation of the Association. Such committees shall be formed by majority vote of the Board. The Chairperson and member(s) of these advisory committees shall be appointed by the President. The Board retains final decision-making authority over subjects considered by advisory committees and may dictate the manner in which tasks are executed. At any time, the Board may by majority vote disband a committee, or expel, remove or replace any Chairperson or member. That provision notwithstanding, upon completion of its delegation, such committee shall automatically disband.  

Section 3 – Consultants and Assistants.

The Board may create positions for individuals necessary to execute tasks for the Association. Such individuals shall have no voting rights, and the Board retains authority over such individuals. The President shall nominate individuals(s) for these positions, and the Board shall appoint or deny the nominee(s). At any time, by majority vote, the Board may eliminate the position or remove the individual who occupies the position.

Article VIII – MEETINGS

Section 1. Annual Meetings.

NAMHSA annual meetings are open to anyone interested, and will be held at the location of the annual North American Nationals (NAN) show. Specific location and time will be announced in forums and formats deemed fitting by the Board of Directors. Current business will be discussed, and new officers and board members will be introduced. Minutes will be recorded by the NAMHSA Recording Secretary. In the Recording Secretary’s absence, a designee will be appointed by the Board. Copies of the minutes will be distributed to NAMHSA members, and will also be published on the NAMHSA website.

Section 2. Board of Directors Meetings.

Meetings of the NAMHSA Board of Directors may be conducted by e-mail, telephone, mail, in person, or any other method deemed effective by the Board of Directors. The agenda shall be directed by the President, at the request of any officer or Regional Representative. ‘Notice’ of a motion before the Board may be presented in e-mail, telephone, mail, in person, or any other effective method. The failure of a director to vote upon motions presented in such meetings after due notice of the deadline for voting has been given, constitutes a waiver of the right to vote upon the issue in question. After ‘notice’ has been provided, a response from 1/3 of the voting Board by the stated deadline shall constitute a quorum. Minutes will be recorded by the NAMHSA Recording Secretary (or designee), distributed to all members, and published on the NAMHSA web site.

Article IX – NAN

Section 1 – General.

The North American Nationals (NAN) is NAMHSA’s annual National Championship Model Horse Show. The NAN shall be directed by the NAN Show Committee under the authority of the NAMHSA Board. Current NAN Show Committee members may not enter NAN, nor may any horse owned in whole or in part by a NAN Show Committee member be shown at the NAN.

Section 2 – Location.

The Board will select a location for NAN based upon whether:

Section 3 – Qualification.

Model equines (including eligible fantasy equines and bas relief) earn their qualifications to show at a given NAN by: placement of first or second in qualifying classes at NAN qualifying shows, and proper submission of the required documentation to persons designated by the Board.

Section 4 – Judges.

Judges for the NAN shall be selected by the NAN Show Committee from all nominations received from September 1 to April 30 proceeding the NAN. NAN judges may show *by proxy* on the day(s) they are judging only in those division(s) they will not be judging. NAN judges showing by proxy are prohibited from having any contact with their proxy shower or with their models during the NAN.

Section 5 – Change of Location or Qualification Requirements.

The NAMHSA Show Year is May 1 to April 30. Any change to show year, NAN location, or any alteration in model qualification requirements and/or any change to NAN card validity dates, must be approved by the Board of Directors and the NAMHSA membership. Board approval shall be by a majority; membership approval shall be by a majority of the members submitting ballots by the announced deadline.

Section 6 – Other Changes.

Other substantive changes not involving show year, NAN Location or qualification requirements proposed by the NAN Committee shall be submitted to the Board. The Board shall determine whether any such change should be submitted for approval by the membership.

Section 7 – Scheduling of Changes.

Those changes approved by the NAMHSA membership shall become effective with the following NAN year, i.e., changes made in a ’97 NAN year would become effective with the ’98 NAN year. The NAMHSA members may vote to begin a change effective immediately as an “emergency rule change”. Designation of the change as an emergency shall be a separate item on the ballot.

Article X – AMENDMENTS

Procedures for amending the Bylaws are as follows:

Article XI – FINANCIAL STATEMENTS

Section 1

NAMHSA will prepare annually a report of financial activity that conforms generally to the standards of the American Institute of Certified Public Accountants, and includes a statement of support, revenue, and expenses and changes in fund balances, a statement of functional expenses, and balance sheets for all funds. All records, books, and annual reports of the financial activity of NAMHSA shall be kept by the Treasurer, with copies of tax records and the account ledgers before the current year also residing with the Recording Secretary.

Section 2

NAMHSA will post to the website quarterly a simple balance sheet, verified by the Vice President, confirming the current bank balances, income and expenses, and deposits as they stand on the last day of each quarter. This posting will be written by the Treasurer, confirmed by the Vice President, and posted to the official NAMHSA Web site no more than thirty days after the last day of each quarter.

Section 3

All tax documents and other paperwork that is public per IRS regulations and/or Texas state law shall be posted on the official NAMHSA Web site no later than 30 days after its filing.

Section 4

NAMHSA’s financial records shall be reviewed by an outside CPA annually. The CPA is selected by the Audit Committee and may not be a relative (as defined in Article III, Section 2, Clause 6, Subsection f) of any NAMHSA Officer, Representative, or Committee member. The CPA report shall be presented to the full Board of Directors at the completion of the review.

Article XII – POLICIES

The NAMHSA Board of Directors shall keep a Policies document to regulate and document the day to day workings of the organization. Any important and/or recurring procedure shall be documented as a Policy. To change or add a Policy shall require a majority vote of the Board of Directors. The current Policies shall be published on the official NAMHSA Web site and shall be updated there within 10 days of any change, with notice of changes posted to online NAMHSA discussion lists within two days of the Web site update. Members without email access may request that quarterly updates of the Policies be mailed to them by submitting 4 SASEs per year to the Recording Secretary.

View NAMHSA’s Policy Document.

Article XIII – DISSOLUTION

In the event of dissolution of NAMHSA, membership fees and show fees (for NAN qualifying shows not yet held) shall be refunded to the members. The Board of Directors shall work with members in determining the distribution of remaining assets after the settlement of valid claims.

Last Updated on: February 10th, 2022