ARTICLE I: NAME, OPERATING AUTHORITY PURPOSE
The name of this organization shall be the United States Lipizzan Registry Inc., doing business as the United States Lipizzan Federation, hereinafter referred to as the USLF. It shall be incorporated as a non-profit, tax exempt corporation. The mission of the USLF is to preserve, protect, and promote the Lipizzan Breed. To fulfill that mission, this corporation shall maintain records of purebred Lipizzan and Lipizzan cross pedigrees, issue registration certificates, promote the Lipizzan breed, educate the general public, Lipizzan owners, and breeders as to the historical significance of the breed and encourage adherence to a classical breed standard.
ARTICLE l: SECTION 1 - BUSINESS ADDRESS
An address for the transaction of business shall be maintained by the Secretary with approval of the Board of Directors.
ARTICLE l: SECTION 2 - FISCAL YEAR
The fiscal year of the USLF shall be from November 1st to October 31st.
ARTICLE II: MEMBERSHIP
The membership of the USLF shall be open to any interested individual(s), corporation, business, organization or farm. Individuals must be 18 or older in order to vote and to hold office under the provisions of Article III, Section 1. Regardless of the type or the number of memberships an individual appears in, an individual is only entitled to one vote.
ARTICLE II: SECTION 1 –MEMBERSHIP CATEGORIES FOR LIPIZZAN OWNERS
ARTICLE II: SECTION 1A - INDIVIDUAL MEMBER
An individual who is the owner of record of a Lipizzan/Lipizzan cross registered/recorded with the USLF is entitled to one vote if over the age of 18.
ARTICLE II: SECTION 1B – FAMILY/PARTNERSHIP MEMBERSHIP
When a Lipizzan/Lipizzan cross registered/recorded with the USLF is owned by more than one individual, the owners have the option of either being individual members or choosing a partnership membership. Regardless of the number of owners, this membership category is limited to two votes.
ARTICLE II: SECTION 1C – BUSINESS MEMBERSHIP
A business which is the owner(s) of record of a Lipizzan/Lipizzan cross registered/recorded with the USLF and who pays the prescribed dues is entitled to one vote. A duly selected representative of the business shall be eligible to serve on committees and to hold office under the provisions of Article III, Section 1.
ARTICLE II: SECTION 2 - MEMBERSHIP CATEGORIES FOR NON-OWNERS
ARTICLE II: SECTION 2A – LIPIZZAN ENTHUSIAST
The Lipizzan Enthusiast Membership is for anyone interested in the Lipizzan breed who does not own a Lipizzan. This is a non-voting membership.
ARTICLE II: SECTION 2B – LEGACY MEMBERSHIP
At the Board's discretion, an individual who previously, but no longer owns, a Lipizzan/Lipizzan cross registered/recorded with the USLF, may be granted Legacy Membership if he/she has either:
1) maintained a Lipizzan Owner membership for at least the previous five (5) years, or
2) has shown exceptional dedication to the Lipizzan breed.
By paying the prescribed dues, Legacy Membership entitles an individual to one (1) vote.
ARTICLE II: SECTION 3 - MEMBERSHIP RIGHTS AND RESPONSIBILITIES
Applicants shall be accepted for membership upon payment of dues. The membership shall hold the responsibility for the elections of the government of the USLF which shall consist of officers and Board of Directors. The members have the right to examine the corporation’s records by appointment at reasonable times. The members have the right to receive annual reports of the USLF’s status and other reports upon written request.
ARTICLE II: SECTION 4 - TERMINATION OF MEMBERSHIP
Membership will be terminated by failure to pay dues, repeated failure to abide by or willful disregard of USLF rules, written notice of resignation or the death of the member. A unanimous vote of the board members either at a regular meeting or by email is needed to terminate a member’s membership for violation of USLF rules.
ARTICLE II: SECTION 5 - SANCTIONS
The USLF reserves the right to refuse to accept registration of any horse, stallion report, or application for registration of any foals submitted by a member/owner who, following an investigation and after being allowed to be heard, either in person or in writing, on their own behalf or represented by a licensed attorney, is determined to have deliberately falsified material information on any application. The USLF also reserves the right, after investigation and hearing, to revoke any membership of said investigated member, based upon deliberate and fraudulent violation of any rule or regulation of said USLF.
ARTICLE II: SECTION 6 - TRANSFER OF MEMBERSHIP
No member may transfer any membership or any right arising there from to any other member or non-member.
ARTICLE II: SECTION 7 - LIMITATION OF LIABILITY
A member or officer of this corporation is not, as such, personally liable for the debts, liabilities or obligations of the corporation or actions of any other member or officer.
ARTICLE III: BOARD OF DIRECTORS AND OFFICERS
The Board of Directors shall be comprised of eight (8) members, which shall include the president, vice president, secretary and treasurer. Every effort shall be made to nominate directors and officers from regions based upon member representation or at large after each region has a representative. Members of the Board may not be husband and wife, employer and employee, or business partners.
ARTICLE III: SECTION 1 - NOMINATIONS AND ELECTIONS OF BOARD OF DIRECTORS
A Nominating Committee shall be appointed by the Board of Directors to prepare a slate of officers and directors for the membership to vote on prior to the annual meeting without conflict of interest (i.e. nominating a spouse, one’s own self, a horse business partner, etc.). Nominations shall be prepared from a list of eligible members in good standing for the most recent four (4) years, who have participated in USLF operations within the last three (3) years as a volunteer, an appointed official, an elected officer, or an attendee at an annual Member Meeting.
ARTICLE III: SECTION 2 - BALLOTING
Ballots shall be mailed at least forty-five (45) days prior to the annual meeting, and shall be returned at least ten (10) days before the annual meeting. Candidates that receive a plurality on any ballot in which 25% of all eligible voters responds, shall be elected and installed in that office at the end of the annual meeting. Any office not filled by a majority vote of the membership may be filled at the annual meeting by a 2/3 majority vote of a quorum of the Board (four out of five Board members or six out of eight). The Board, by simple majority vote, may prescribe that a general membership election be held. Otherwise, at the next regular Board meeting at which there is a quorum, the Board will appoint a member in good standing to fill the vacancy for the duration of that office’s term.
ARTICLE III: SECTION 3A - TERM OF OFFICE
Directors shall be elected for two year terms, four to be elected on the odd years (President and three Directors) and four to be elected on the even years (Vice President and three Directors), to provide continuity to the Board. The currently installed Board shall remain in office until the later of:
(1) The end of the annual meeting when a new board is elected; or
(2) The end of the fiscal year on October 31 each year.
The annual meeting shall be called within 60 days of the close of the fiscal year.
ARTICLE III: SECTION 3B – APPOINTMENT AND TERMS OF SECRETARY AND TREASURER
At the first regular Board meeting after the Director’s election, the Board shall appoint a Secretary and a Treasurer from among the current Directors. The Secretary and the Treasurer will serve until the next Directors’ election. Either may be replaced by a two-thirds vote of a quorum of the Board at any Board meeting and a new Secretary or Treasurer appointed from among the current Directors to serve until the next Directors’ election.
ARTICLE III: SECTION 4 - DUTIES AND RESPONSIBILITIES OF THE BOARD OF DIRECTORS
The Board of Directors shall direct the activities and affairs of the USLF as mandated by these bylaws, supervise all officers, and do whatever is requisite to maintain the goals and directions of the USLF.
ARTICLE III: SECTION 4A - DUTIES OF THE PRESIDENT
The duties of the president are to supervise all officers, agents, and employees of the USLF, preside at all meetings of the board or membership, execute all documents on behalf of the corporation as authorized by the Board, except those expressly provided by law, interview and make hiring recommendations, make committee or work assignments, be an ex-officio member of all committees, act as chief executive officer of the USLF, and do whatever is requisite to maintain the daily operation of the USLF.
ARTICLE III: SECTION 4B - DUTIES OF THE VICE-PRESIDENT
The duties of the Vice-President are to assume the presidency in the event the president for any reason is unable to serve, to organize the annual meeting of the membership, act as parliamentarian at said meeting, and to perform any duties as agreed between said vice president, the president and the Board of Directors.
ARTICLE III: SECTION 4C - DUTIES OF THE SECRETARY
The duties of the Secretary are to maintain a minute book which contains certified copies from the Board of Directors and membership meetings, the articles of incorporation, the bylaws as amended by the membership, and any rules and regulations as amended; and be custodian of all official records and the corporate seal. The secretary shall see that all meeting notices are duly given as provided by these bylaws and act as corresponding secretary to the USLF unless otherwise provided for by executive or board action.
ARTICLE III: SECTION 4D - DUTIES OF THE TREASURER
The duties of the Treasurer are to oversee the USLR office duties to: maintain a list of current, paid members, issue receipts for all moneys received, make deposits, account for all funds, securities, inventory and assets of the USLF, disperse the funds of the USLF as authorized by budget or Board of Directors, provide position reports to the Board of Directors as needed to make financial decisions; prepare annual financial statements, and have said financial statements certified when deemed necessary by the Treasurer, Board of Directors, or Finance Committee, unless otherwise provided for by executive or board action.
ARTICLE IV: SUBORDINATE OFFICES
Subordinate officers of the USLF shall be a Registrar and any other officers deemed necessary by the Board. Subordinate officers shall be appointed by the President with approval of the Board of Directors. A subordinate officer may resign effective upon giving notice to the Board of Directors, President, or Secretary unless the notice specifies a later time for the effectiveness of such resignation. No approval is necessary. Any appointee may be removed from office, without cause, by a two-thirds majority vote of the Board of Directors.
ARTICLE IV: SECTION 1 A - DUTIES OF REGISTRAR
The duties of the Registrar are to research and produce registration certificates and/or recorded documents, to maintain statistics of both purebred Lipizzans and Lipizzan crosses, and release information relative to the USLF’s records as directed by the Board and/or the Registration Committee, to prepare and submit written opinions with recommendations for action to the Registration Committee and the Board of Directors, to make an annual report to the membership, and to sign and record all transfers or changes in any registered horse’s status. The Registrar also chairs the Registration committee.
ARTICLE V: MEETINGS
There shall be an annual meeting of the membership of the United States Lipizzan Federation. The annual meeting shall be held within 60 days of the close of the fiscal year on October 31 of each year. The Board of Directors shall meet at least quarterly, either by email, telephone, or in person. Standing and other committees shall meet as deemed necessary by whatever method is most expedient. Other membership meetings may be called as needed or petitioned.
ARTICLE V: SECTION 1 A - NOTICE OF MEMBERSHIP MEETINGS
Membership meetings may be called at the discretion of the Board of Directors or upon petition of 10% of the membership, giving forty-five (45) days notice of date, place, time, and agenda. The annual meeting shall be announced forty-five (45) days in advance, indicating place, time, and agenda. Meeting notice is waived for any meeting conducted by written ballot or email, provided a simple majority of those eligible respond within the designated time frame.
ARTICLE V: SECTION 1 B - NOTICE OF BOARD OF DIRECTOR MEETINGS
Board of Directors meetings may be called by the President giving ten (10) days prior notice of date, place or method, time and agenda. The President shall call a meeting of the Board upon request of three Directors, within the time-frame requested, for any specific purpose. Meeting notice is waived for any meeting conducted by written ballot or email, provided a simple majority of those eligible respond within the designated time frame. The Board may call an emergency Board meeting without 10 days notice by giving telephone, email, or fax notice to all Board members in a time frame that is reasonable.
ARTICLE V: SECTION 2 - QUORUMS AT MEETINGS
Five percent (5%) of the voting membership constitutes a quorum for any membership meeting, including the annual meeting. For other meetings ten percent (10%) of the voting membership constitutes a quorum. Five directors constitute a quorum for any regularly called Board of Directors meeting.
ARTICLE V: SECTION 3 - CONDUCT OF MEETINGS
Meetings shall be conducted by Robert’s Rules of Order unless waived by a majority vote of the Board. Business shall only be conducted when a quorum is present.
ARTICLE VI: STANDING COMMITTEES
The following standing committees shall be appointed by the Board of Directors: a Breeders Committee, a Registration Committee, a Finance Committee, the Quarterly Journal Committee, the Media Committee, and the Show Committee.
ARTICLE VI: SECTION 1 A – BREEDERS COMMITTEE
The Breeders Committee members should be breeders or judges with knowledge of the issues that affect the breeding and judging of horses or others possessing special expertise, such as veterinarians. The Breeders Committee will be responsible for:
- Overseeing and maintaining the established USLR Lipizzan Breed Standard [the Breed Standard established by the Lipizzan International Federation in 2001] through evaluations and inspections
- Training and continuing education of judges and breeders
- Compiling performances and show results, as well as evaluations and inspections
- Maintaining and updating all necessary records for the USDF and USEF awards programs
- Reviewing registrations when requested by the Board of Directors
- Maintaining and publishing a Studbook
ARTICLE VI: SECTION 1 B - REGISTRATION COMMITTEE
The Registration Committee shall receive all complaints and questions regarding the registration of horses or their pedigrees. This committee shall research each individual problem and make a recommendation to the Board of Directors as to a course of action. This committee shall document and differentiate between all cases of honest mistake or possible fraud. This committee will also assist the Registrar with processing registrations and transfers to ensure timely accomplishment, data quality, and data security.
ARTICLE VI: SECTION 1-C –ORGANIZATIONAL COMMITTEES
Organizational committees manage and accomplish duties and responsibilities internal to the functioning of the organization itself. The Finance Committee will be a standing committee. Other temporary committees may be established by the Board as needed. Committees and their membership will be determined by the Board.
ARTICLE VI: SECTION 1 C.a. - FINANCE COMMITTEE
The Finance Committee shall establish a yearly budget and make recommendations to the Board of Directors on investments and conduct solicitations for gifts and donations to promote the Lipizzan and the USLF.
ARTICLE VI: SECTION 1 D – OUTREACH COMMITTEES
Outreach committees act directly to preserve, promote, and protect the Lipizzan breed and to share our passion for the Lipizzan breed with our members and other organizations. Standing Outreach committees will be the Quarterly Journal Committee, the Media Committee, and the Show Committee. Committees and their membership will be determined by the Board. Other temporary Outreach committees will be established by the Board as needed.
ARTICLE VI: SECTION 1 D.a - QUARTERLY JOURNAL COMMITTEE
The Quarterly Journal committee works with the Editor to produce a quarterly newsletter/magazine about the Lipizzan breed as it relates to the interests of the organization’s membership.
ARTICLE VI: SECTION 1.D.b –MEDIA COMMITTEE
The Media Committee develops and maintains a factual, informative, and engaging Internet presence including ways for USLF members and other visitors to interact with the organization. Facilities used can include but are not limited to Facebook, Twitter, and other technologies that are developed that further the USLF’s mission.
ARTICLE VI: SECTION 1 D.c – SHOW COMMITTEE
The Show Committee coordinates awards for members participating in competitions, especially to determine year-end awards including the USLF Newhouse Trophy. This committee shall also be responsible for coordination with other organizations with whom the USLF has partnerships or alliances, including but not limited to the USEF, the USDF, the ADS, and the WDAA.
ARTICLE VII - VACANCIES
Vacancies on the Board of Directors shall be filled by board appointment by a majority of a quorum of the board at the next regularly scheduled board meeting. The person appointed shall serve for the duration of the office’s regular term. Vacancies on a committee shall be filled by presidential appointment within ninety (90) days subject to approval of the Board of Directors.
ARTICLE VII: SECTION 1 - REMOVAL FROM OFFICE
Any elected office may be declared vacant if the occupant has been declared unsound of mind by a final court order, been convicted of a felony, or found guilty of breaching a fiduciary duty to the USLF. The membership may remove any elected official, with reasonable cause, by the following procedure: (a) a petition by ten percent (10%) of the voting members, or (b) a 2/3 (6 of 8) majority vote of the Board. Vacancies created by removal of an elected official by the membership or the Board will be filled by majority vote of the Board if time in office is less than one year, otherwise by special election by the membership.
ARTICLE VII: SECTION 2 - RESIGNATIONS
Any elected official may resign effective upon giving notice to the president, the secretary, or the Board of Directors unless the notice specifies a later time for the effectiveness of such resignation. No approval is necessary.
ARTICLE VII: SECTION 3 - ATTENDANCE OF BOARD MEMBERS
If a Board member fails to attend three consecutive meetings or four meetings during their term, they are automatically removed from the board unless the absences are excused by a majority vote of the Board.
ARTICLE VIII: AMENDMENT OF BYLAWS AND RULES AND REGULATIONS
The membership must approve the USLF bylaws with full notice, disclosure and approval of the voting membership. These bylaws and rules and regulations may be amended by the membership in the following way:
(1) By written ballot for the express purpose of amending these bylaws or rules and regulations provided 40% of the membership respond with a 2/3 majority vote. The ballots will be verified by a process defined by the Board of Directors.
(2) The Board of Directors will review the amendments recommended by the Bylaws and Rules Committee, decide which should be placed on the Annual Meeting agenda, and direct the Business Office to publish the selected amendments to the membership at least 45 days before the Annual Meeting.
(3) Bylaws amendments proposed by a petition of at least 10% of the membership must be placed on a ballot.
(4) Bylaw amendment proposals passed by a majority of eligible members in attendance at the Annual Meeting shall be placed on a written ballot for the express purpose of amending these bylaws or rules and regulations and submitted to the general membership.
(5) The ballot shall be sent to the membership within 30 calendar days following the annual meeting and is due back 30 calendar days after the date of mailing.
Approved changes will take effect immediately, provided forty percent (40%) of the membership respond with two-thirds (2/3) majority vote. A process defined by the Board of Directors will verify the ballots.
ARTICLE IX: COMPENSATION & REIMBURSEMENT
No member, director, officer, vice-president, committee member, or registrar may expect compensation for serving the United States Lipizzan USLF. Reimbursement for actual and necessary expenses must be either provided for in the budget, or by recommendation of the Finance Committee, and must be approved in advance by the Board of Directors.
ARTICLE X: DISSOLUTION
The organization can only be dissolved by a 2/3 majority vote of the Board of Directors (6 of 8) and a 2/3 majority vote of 75% of the eligible membership. In the event of dissolution, all assets, real and personal, shall be distributed to such organizations as have similar goals and are qualified tax exempt under the Internal Revenue Code.