ARTICLE I: NAME, OPERATING AUTHORITY PURPOSE
The name of this organization shall be the United States Lipizzan Federation, hereinafter referred to as the USLF. It shall be incorporated as a non-profit, tax exempt corporation. The purpose of said corporation shall be to maintain records of purebred and crossbred Lipizzan pedigrees, to issue registration certificates, to promote the Lipizzan breed, to educate the general public, Lipizzan owners, and breeders as to the historical significance of the breed and to 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, corporation, business, organization or farm.
ARTICLE II: SECTION 1 A – PARTICIPATING MEMBERSHIP
Those owners of record of a Lipizzan/Lipizzan crossbred registered/recorded with the USLF who pay the prescribed dues and are entitled to voting privileges, to serve on committees, and to hold office under the provisions of Article II, Section I.
ARTICLE II: SECTION 1 B – FAMILY MEMBERSHIP
Immediate members of the same family 18 years of age or older who are the owners of record of a Lipizzan/half-Lipizzan registered/recorded with the USLF, who pay the prescribed dues, are entitled to one vote per person, not to exceed two votes per family unit.
ARTICLE II: SECTION 1 C – CORPORATE AND PARTNERSHIP MEMBERSHIP
The owner(s) of record of a Lipizzan/half-Lipizzan registered/recorded with the USLF who pay the prescribed dues are entitled to one collective vote. A duly selected representative of said corporation or partnership shall be eligible to serve on committees and to hold office under the provisions of Article II, Section I.
ARTICLE II: SECTION 1 D – ASSOCIATE MEMBERSHIP
Individuals, businesses, corporations, organizations and farms, who do not own a Lipizzan/Lipizzan crossbred but who pay the prescribed dues, are entitled to serve on committees but are not entitled to vote or hold office.
ARTICLE II: SECTION 2 – 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 3 – 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 4 – 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 5 – 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 6 – 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 voting members, in good standing, who have (a) participated in USLF operations either as a volunteer, an appointed official, or an elected officer, (b) attended at least one (1) annual meeting in the last three (3) years, AND (c) been members in good standing for at least the most recent two years.
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 3 – TERM OF OFFICE
The Officers and the four (4) Directors, who are not officers, shall be elected for two year terms, four to be elected on the odd years (President, Secretary and two Directors) and four to be elected on the even years (Vice President, Treasurer and two 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 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 offices of the USLF shall be a registrar, merchandise coordinator, advertising manager, and journal editor. Subordinate offices shall be appointed by the president with approval of the Board of Directors. A subordinate office 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 and crossbred Lipizzans, and release information relative to the USLF’s records as directed by the Board and/or the Registration Review Committee, to prepare and submit written opinions with recommendations for action to the Registration Review 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 Review committee.
ARTICLE IV: SECTION 1 B – DUTIES OF THE MERCHANDISE COORDINATOR
The duties of the Merchandise Coordinator are to make recommendations on what inventory should be ordered, process all orders as verified by Treasurer’s receipt, and help develop merchandise.
ARTICLE IV: SECTION 1C – DUTIES OF THE ADVERTISING MANAGER
The duties of the Advertising Manager are to head the Advertising Committee in planning the USLF’s advertisements, present a yearly coverage plan and execute that plan upon Board approval.
ARTICLE IV: SECTION 1 D – DUTIES OF THE JOURNAL EDITOR
The duties of the Journal Editor are to produce a quarterly newsletter/magazine about the Lipizzan breed as it relates to or interests the USLF’s membership.
ARTICLE V: MEETINGS
There shall be an annual meeting of the membership of the United States Lipizzan USLF. 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 mail, telephone, or in person. Standing and other committees shall meet as redeemed necessary by whatever method is most expedient. Other membership meetings may be called as needed or petitioned.
ARTICLE V: SECTION 1 – NOTICE OF MEETINGS
Membership meeting 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. 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. 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, 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 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. The order of business shall be roll call, minutes of the previous meeting, Treasurer’s report, remarks from invited guests, members, committee reports, unfinished business, new business, ballot counting, and adjournment, followed by a meeting of the new Board of Directors to plan the next fiscal year.
ARTICLE VI: STANDING COMMITTEES
The following standing committees shall be appointed by the Board of Directors: a Breeders Committee, a Registration Review Committee, a Finance Committee, a Fund Raising Committee, a Bylaws and Rules Committee, a Nominating Committee and an Advertising committee.
ARTICLE VI: SECTION 1 A – DUTIES OF THE 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 – DUTIES OF THE REGISTRATION REVIEW COMMITTEE
The Registration Review 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 – DUTIES OF THE 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 – DUTIES OF THE FUND RAISING COMMITTEE
The Fund Raising Committee shall be established to propose and conduct fund raising activities for the benefit of the USLF as approved by the Board of Directors, and solicit gifts, donations and patrons.
ARTICLE VI: SECTION 1 E – DUTIES OF THE BYLAWS AND RULES COMMITTEE
The Bylaw and Rules Committee shall review the bylaws and rules on a yearly basis for the purpose of possible amendments and will receive all petitions for amendments. The Committee will consider all petitions for amendments submitted to the Business Office by an active member no less than 150 days prior to the annual meeting. The Committee shall at its discretion recommend amendments to the Board of Directors for their consideration at least 90 days before the Annual Meeting. Amendments that the Board agrees to put on the annual meeting agenda shall be published to the membership at least 45 days before the annual meeting.
ARTICLE VI: SECTION 1 F – DUTIES OF THE NOMINATING COMMITTEE
The Nominating Committee shall recruit competent candidates, shall solicit and accept all eligible volunteer candidates, shall prepare a slate of officers and directors, shall obtain individual consents to being nominated, and deliver the same to the board for its additions and approval for inclusion in the ballot to the members.
ARTICLE VI: SECTION 1 G – DUTIES OF THE ADVERTISING COMMITTEE
The Advertising Committee shall develop a yearly program of publicity and advertising, design and produce the ads, develop a marketing strategy based upon budget limitations, obtain board approval, contract for the ads, and submit a financial accounting to the Treasurer.
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.
USLF Bylaws Approved March 1, 2011