By-Laws

ARTICLE I

The name of this Corporation shall be CLYDESDALE BREEDERS OF THE U.S.A. The Principal office shall be located at the office of the Secretary, or at such place as designated by a majority of the Board of Directors.

Board of Directors

ARTICLE II

The purpose of this corporation shall be the collection, revision, preservation, and publication of the history and pedigrees of purebred Clydesdale stallion, mares, and geldings, as well as promotion of the breed, and education of new members and the general public, under such regulations as may be prescribed by the corporation.

ARTICLE III
Officers

The officers of this Corporation shall be a President, First Vice President, Second Vice President, Secretary/Treasurer, and other such offices as the Board of Directors may choose. No elected officer shall be eligible to serve for more than 3 consecutive years in the same office. The most recent past-president shall act as an advisor to the Board of Directors.

ARTICLE IV Duties of Officers

The president shall preside at all meetings of the members and Board of Directors, appoint all Committees, except the Nominating Committee, and enforce all rules and regulations of the Corporation. The First Vice President shall preside in the absence of the President and perform all his duties. In the event the First Vice President and the President are absent, the Second Vice President shall assume the President’s duties. In the event neither the President, First Vice President nor Second Vice President is present, a Chairman shall be elected from the directors present.

ARTICLE V Board of Directors

• The Board of Directors shall consist of nine (9) members in good standing, and who have paid the annual dues fee for the current year; and those Directors shall represent as far as practical, the different regions of the U.S.A.

• No individual may serve on the Board of Directors simultaneously with another family member, including a parent, grandparent, adult child, sibling, spouse or other individual related by marriage.

• Three Directors shall be elected each year to serve a three-year term. Members in good standing of the Corporation may vote for Directors in person at the Annual Meeting, OR by absentee ballot, either with a mailed paper ballot or electronically via policy and procedures established by the Board of Directors.

• Effective May 1, 2021, new Memberships shall be limited to a person or persons, who are 18 years or older, with only (1) vote per membership. Farms or Corporations may purchase Memberships. Farm/Corporation memberships will not include voting privileges; however, all other Membership benefits will still apply.

• In case of a vacancy, the Board shall appoint a member in good standing of the Corporation who has paid the annual dues fee for the current year, to serve until the next Annual Meeting. First option to serve must be given to the person receiving the highest number of votes, who was not elected at the last Annual Meeting.

• A simple majority of the Board shall constitute a quorum.

• The Board of Directors shall meet at least twice annually. The President or three Board members may call special meetings, as required.

• If at any time any question, or questions shall arise, that in the opinion of the President (or three or more Board members) should be settled by the vote of the Board of Directors, but that conducting such business cannot wait until the next semiannual regular Board meeting, said President (or three or more Board members) may call a Special Meeting of the Board of Directors by following the most current written “Policy & Procedures for Calling and
Conducting Special Meetings”, which has been adopted by the Board of Directors.

ARTICLE VI Duties of the Board of Directors

The Board of Directors shall have general supervision of the affairs of the corporation between its business meetings, set the hour and place of meetings, make recommendations to the corporation, and shall perform such other duties as are specified in these by-laws. The Board of Directors shall be subject to the orders of the corporation. No action taken by the Board of Directors shall conflict with action taken by the corporation. The Board of Directors shall elect from their midst a President, First Vice President, and Second Vice President, at the first Board of Directors meeting following the Annual Meeting. The Secretary/Treasurer shall be appointed by the Board of Directors and shall be bonded at the Corporation’s expense and may or may not be a member of the Corporation. The Secretary/Treasurer shall carry out the duties as outlined by the Board of Directors. The Secretary/Treasurer shall be paid such remuneration’s and expenses as determined by the Board of Directors.

The Board of Directors shall appoint a Nominating Committee. It shall be expected of each Director that he/she shall always be willing to give freely of time and effort in helping to solve the problems of management of this corporation, and that he/she be continually conscious of the responsibility toward the membership which he/she represents to the end, that the Director does everything within his/her power to more thoroughly establish the breed, and to help maintain the highest possible standing of integrity for the records of this corporation.

The Board of Directors shall receive and hear and may investigate all allegations of willful misrepresentation of pedigrees, registrations or transfers, exhibition of animals under false representation at any fair, show or exhibition, or any other infractions of the Rules and Regulations of the corporation, or any other acts deemed derogatory to the good name of the corporation. Rules regulating submission of complaints, investigation of allegations, and penalties to be applied, if any, may be found in Article IX Charges and Complaints of these Bylaws.

ARTICLE VII Membership

Any person who pays his/her Membership Startup fee shall become a member in good standing and shall be eligible for all the privileges that the corporation provides.

Any member neglecting or refusing to pay assessments within sixty days after notice of such assessment has been mailed to him shall be deemed to have forfeited his membership. The Membership Startup fee of the Clydesdale Breeders of the U.S.A. will be determined by the Board of Directors. The Board of Directors will set an annual dues fee which will enable the payee to remain on an active list and thus receive the literature distributed by the Corporation.

Members not on the active list will not receive literature and notices of the Corporation. Each Membership present shall be entitled to one (1) vote at all meetings of the Corporation.

ARTICLE VIII Duties of Membership

It is the duty of every owner of a purebred Clydesdale, member or non-member, who enjoys the benefits that come from having an animal which belongs with a certificate of registry, issued and backed by this corporation, to do everything within his/her power to live up to the Rules and Regulations as provided in these by-laws.

Failure to live up to the requirements of these by-laws works to the financial disadvantage of the corporation and the owners of purebred Clydesdale draft horses, and tends to destroy the high standing and integrity of the certificates of registry and transfers issued by your corporation.

Each owner shall keep the following records:

List of all registered animals.
List of all mares bred to his/her stallion(s).
List of all foals born to his/her farm, including date of birth, dam, and
List of all stallions used on his/her mares with breeding

Any member of this corporation or any Clydesdale breeder or dealer who sells or offers for sale or exchange, or gives away, any Clydesdale Certificate of Registry, or any person who purchases or accepts or uses such Certificate of Registry in violation of any of the provisions of these by- laws, shall (regardless of whether or not he is a member or non-member of this corporation) be immediately and automatically barred from transacting any further business with this corporation until and unless he is reinstated by the Board of Directors of this corporation.

Certificates of Registry for animals which have died or been euthanized must be returned to the Secretary for cancellation.

ARTICLE IX Charges and Complaints

Complaints may be submitted to the Secretary, or any Board member, orally or in writing accompanied by such evidence as is available. It shall be up to the discretion of the Board to decide if an investigation is warranted. Should the Board decide an investigation is warranted, the privileges of the person in question may be suspended until such investigation is completed. The person in question must be notified by registered letter that he/she has been suspended.

Any breeder, member or non-member, who in the sole discretion of the Board of Directors, purposely refuses or neglects to cooperate fully with a Board of Directors investigation of allegations of wrong-doing against him or her, shall forfeit privileges of membership until such time as an investigation is completed. The Board’s determination to suspend privileges of a member or non-member shall not be appealable.

The Board of Directors shall be empowered to take such actions as they deem necessary to determine the facts in the matter. They shall have access to such evidence as registrations, transfers, pedigrees, photographs, records of person(s) in question, animal(s) in question, medical records and tests as required to further the investigation.

Any accused member or non-member shall be given full opportunity to refute the charges in person or in writing, as they see fit, before any final decision is rendered by the Board.

If, in the option of the Board, the evidence is sufficient to sustain the charges, the Board may reprimand, fine, suspend or recommend expulsion of the person so charged. A list of names of these people, and the action taken or recommended, shall be sent to the membership. In the event of a recommendation of expulsion, the Board shall lay all the facts in its possession before the members at the next Annual Meeting following the completion of the investigation, and shall allow the accused to do the same, after which a vote shall be taken. If, in the opinion of 2/3 of the members present, the facts so warrant, the recommendation of expulsion shall be upheld.

When a member or non-member is found guilty of misconduct affecting the purpose and good name of the corporation, he may be penalized, in addition to such other penalty as the Board may see fit to impose, by having all certificates or register set aside for horses which he owns and which do not agree with their certificates of registry in age, color or description, provided, however, that no animals shall be stricken from the Stud Book whose registration has stood for six year.

The Board of Directors may limit, suspend, or deny any of the services of this corporation to non-members found in violation of the Rules and Regulations of the corporation.

The accused person may appeal any penalties imposed by the Board, other than expulsion, by presenting his case to the membership. A 2/3 vote of the membership present at the Annual Meeting shall be required to overturn any such Board Action.

Those found guilty of any infractions of these by-laws, or Rules and Regulations of the corporation, shall be liable for the costs of the investigation and shall remain suspended until such costs are paid.

ARTICLE X Meetings

The Annual Meeting of the corporation shall be held at such time and place as designated by the majority of the Board of Directors. Sixty days previous notice must be mailed to each active member of the corporation, at his or her last know P. O. address, or to the electronic mailing address on record for each member, giving the time and place of the meeting.

If in any year, a physical in-person meeting of the membership will be prevented due to circumstances outside the control of the corporation or its Board of Directors, including, but not limited to, natural disaster, pandemic, war or government restrictions, then an electronic meeting of the membership shall be called and conducted by the Board of Directors following written “Policy & Procedures for Calling and Conducting Annual Meetings”, previously established by the Board of Directors.

All meetings of the Board of Directors and general membership shall be conducted according to the current edition of Robert Rules of Order, newly revised, inasmuch as they do not conflict with these by-laws.

ARTICLE XI Amendments

These by-laws may be amended, altered, or changed at any called or Annual Meeting of the members, with the approval of two-thirds of the members present voting at the meeting, sixty days notice being given to the active members of the corporation. The mailing of a copy of any proposed resolution or of any proposed change in these by-laws to the post office address of each active member shall be deemed a sufficient compliance with this article.

The Board-appointed By-Laws Committee shall review the by-laws on an annual basis, or when directed by the Board to do so, and if deemed necessary, propose amendments to the Board of Directors and/or review and comment on proposed amendments from the Board of Directors. The By-Laws Committee shall also receive and consider proposed amendments, comments or concerns from members of the corporation and if deemed necessary, propose amendments to the Board of Directors. It shall be the duty of the Board of Directors to determine which, if any, proposed amendments shall be placed before the members for their consideration.

ARTICLE XII Committees

The standing committees shall be at least the following:

Nominating
Promotions – Education
Sale
Show and Awards
Budget and Finance
Social

ARTICLE XIII Disposition of Funds

Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation for the same or similar purposes of the corporation in such manner and to such organizations organized and operated for charitable, educational, or scientific purposes as shall at the time qualify as an exempt organization or organizations under applicable sections of the Internal Revenue Code (or the corresponding or other applicable provisions of any future code or statutes with respect to similar organizations exempt from taxation), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by a judgement of the court having jurisdiction over the corporation or its dissolution, to an organization whose purposes are for one or more of the charitable, educational, or scientific purposes above described.

Original adopted March 29, 1983 / Amended April 2003 / Amended April 2021