Article I

Organization

Section 1.
 

Name of this corporation is the National Hunter Jumper Association. It is herein referred to as the NHJA. The corporation is organized under the laws of the State of New Jersey as a Non Profit Corporation.

 

Section 2.

 

The registered office of the corporation in the State of New Jersey is Capehart & Scatchard, PA  8000 Midlantic Drive, Suite 300, Mt. Laurel, New Jersey, 08054.

 

Section 3.

 

The Corporation may also have offices at such other places within the United States of America as determined by the Board of Trustees and these may vary from time to time depending on the business and activities of the corporation and at the will of the Board of Trustees.

 

Section 4.

 

The Fiscal Year of the corporation shall begin on the first day of December each year and end on the last day of November.

 

Article II

Purpose

Section 1. Mission.

 

This Corporation is organized exclusively for charitable purposes within the meaning of section 501(c) (3) of the Internal Revenue Code, including for such charitable, educational and scientific purposes, to foster national amateur sports equine competition, and to protect the welfare of horses as well as the safety of equestrians from the grass roots, entry level Beginner to the Olympians. NHJA recognizes that the US Equestrian Federation (herein referred to as USEF) is the National Governing Body and National Federation Member of the FEI for the United States and is the sole authority for national equestrian.

A.                 To provide a volunteer democratic and responsive organization that includes and represents all individuals involved in the Hunter and Jumper Disciplines equally from the grass roots to the High Performance Amateur Athlete so that they may govern our sport from within, under the USEF.

B.                 To inform, to offer participation, to give a direct voice in the governance decisions required to protect and fully represent the varied interests of all levels of participation in all competition, training, and education of the Hunter and Hunter Equitation Disciplines.

C.                 To inform, coordinate, make compatible and represent the related activities of the Jumper Discipline where and how applicable as may be defined by the USEF.

D.                 To be inclusive of the activities of all groups that have the equine as their primary interest and are organized to offer hunter and jumper programs whether competitive, educational or charitable. These may be organized on a local, state, regional or national based association, club, school, including these but not limited to these definitions or descriptions.

E.                  To create a unified forum where all are included and represented fairly and to establish open democratic procedures for the amendment, replacement, or addition of operating Rules and Regulations.

F.                  To be accountable annually for full disclosure of all Income and all sources of that income and Expenditures by line item regarding what service or product was purchased from whom.

G.                 To keep the entire Membership fully informed with a Newsletter and a Web Site and whatever other means may be available. In addition there will be an exchange of links between the website of the NHJA and the USEF. And NHJA will make available in all Newsletters a full page for the USEF.

 

Section 2. Operating Policy.

A.                 NHJA maintains a member database for statistics and voting.

B.                 NHJA complies with and be bound by:

(i)                  The Bylaws and Hearing Committee decisions of the USEF;

(ii)                USEF rules regarding education and licensing of officials;

(iii)               USEF Drugs and Medication rules.

C.     Will submit to the USEF annually

(i)                  Any amendment to the NHJA charter, article of incorporation, bylaws, rules and regulations.

(ii)                The NHJA most current annual reports and financial statements

(iii)               The NHJA Strategic Plan or Business Plan which will include the mission, structure, financial models and future goals of the NHJA

D.                 NHJA will provide equitable and prompt hearing procedures to guarantee the rights of individuals to participate and compete consistent with USEF Bylaws and Rules and the Ted Stevens Olympic and Amateur Sports Act and the USOC Bylaws.

E.                  The NHJA will assist the USEF in any way including but not limited to participating on its committees, in establishing programs for education, rule changes and such other initiatives for the overall advancement of the sport.

F.                  NHJA agrees that all Championships including National Championships will be approved and recognized by the USEF.

G.                 NHJA will not sanction any shows that are not USEF Approved and Recognized.

H.                 NHJA in order to demonstrate the national outreach of its programs will provide to the USEF annually a listing of its membership by state. And provide USEF with a member’s database for use of the USEF for fundraising and promotional purposes.

 

Section 3.  Conditional Provisions

 

If NHJA is selected by USEF as its National Affiliate for the Hunter and Jumper Disciplines (“Appointment Event”), NHJA intends to operate and supervise the Zone organizational structure as it is currently operated by USEF.   It will be the policy of NHJA that Schedule A will become a  new Article XIV of these By-laws automatically and without need for further action by the Trustees or the Members on and after the Appointment Event, except that the proposed underlined amendments will become effective only if approved by USEF:

A.                 The Hunter Discipline Membership is corresponding to the membership in the 12 Zones as designated and described by the USEF. Therefore it is the intention of the NHJA to follow the prescribed definitions of the USEF for and pertaining to the Zones, their methods of Election, duties and responsibilities and all other responsibilities.

B.                 NHJA will include all of the Zone Members and have them represented on the Board of Trustees with one seat for each Zone. Each Zone will submit to the NHJA candidates for membership on the Committees of the NHJA. They will be eligible to accept these positions so long as they are Senior Active Members in good standing of the NHJA and have the approval of the Board of Trustees.

C.                 The Zones will keep the NHJA current as to their activities and submit an annual financial report, which includes a Line Item of all sources of income and all expenditures regarding actual costs of services and products and from whom purchased.

D.                 The Zone Committee will give the NHJA a Calendar of Events and Meeting Schedule as current as possible for publication in the NHJA Newsletter and on the web site.

E.                  Each Zone will be required to hold a minimum of one Educational Event each year.

F.                  If Zones fail to comply with their responsibilities to the NHJA the Board of Trustees will be advised and has the authority to take corrective measures to be determined by the Board of Trustees.

G.                 In addition the NHJA will recommend Zone “Sub-Committees” for each state within a Zone or if there is only one state, then geographical regions. This will improve communication, and convenience for all zone members to participate at their level within the Programs of the NHJA and to utilize the News Letters of the various state and regional associations as a supplementary news source and means of communication with all members.

H.                 The election and operation of the Zone Committees will be accomplished under the supervision of USEF pursuant to the current version of the By-laws and rules of USEF for this purpose attached as Schedule A with proposed amendments underlined.  Schedule A will become a part of these By-laws on and after the Appointment Event, except that the proposed amendments will become effective only if approved by USEF.

 

Article III

Membership

Section 1. General

NHJA Membership is available to all Members of the United States Equestrian Federation in good standing (herein referred to as the USEF) as Junior Members or Senior Active Members who have declared “Hunter” as their primary Breed/Discipline. This includes the right to be nominated and elected to or be appointed to the NHJA Board of Trustees, dues shall be determined by the NHJA Board of Trustees and may vary from time to time but will be published in advance of any changes in an appropriate manner including but not limited to the NHJA Newsletter and the NHJA website or other appropriate news publication.

Section 2. Membership Privileges.

A.                 Eligibility to serves as a Trustee or Committee Member.

B.                 Eligibility to serve as a Member Delegate.

C.                 Eligibility to compete for State, Zone, Regional and National Awards.

D.                 Eligibility for juniors to compete in USEF Medal Classes as specified in the USEF Rule book.

E.                  A free copy of the USEF Rule Book

F.                  A subscription to Equestrian magazine and the Newsletter of the NHJA.

G.                 Eligible to participate in all Educational Clinics, Seminars and Members Meetings.

H.                 Eligibility to attend all National and Zone Membership Meetings of the NHJA and the USEF.

I.                    The membership Year will coincide with that of the Fiscal Year and start on the December 1^st each year and end the last day of November each year.

J.                   The National Hunter Jumper Association does not discriminate on the basis of race, creed, sex, sexual orientation or culture.

Section 3. Classes of Membership.

A.                 Life Members. The Trustees may elect to Life membership upon the payment of the currently designated amount for a Life membership in NHJA. They shall be exempt from annual dues but have all the rights and privileges of an individual member depending on their status.

B.                 Junior Member.  Those individuals who have not reached their eighteenth birthdayand who are in good standing and have paid the requisite fees and dues to NHJA and have declared Hunter as their primary Breed/Discipline to the USEF.

C.                 Senior Active Members. Those individuals who reached their eighteenth birthday and who have paid the requisite fees and dues to the NHJA and have declared Hunter as their primary Breed/Discipline to the USEF.

D.                 Affiliate Association Members shall consist of any National, Regional, Zone, or State Equine Association whose main interest is Hunter as a Breed/Discipline; which is in support of the activities of the NHJA, if the Group Membership application has been received and approved by the Board of Trustees of NHJA and the required dues have been submitted with the Application.

 

Article IV

Meetings of the Members

Section 1. Annual Meeting.

A.                 The Annual Meeting of the NHJA will be held in January each year. The date and place is to be determined by the Board of Trustees and shall be announced in the official Newsletter of the NHJA, on the website or other appropriate place.  The Newsletter to all NHJA Members will include a Calendar of all Meetings.

B.                 The Annual Meeting shall include (1) election of Board of Trustees (2) open Hunter/Jumper membership forums held for discussion of Rule Changes proposed and any other topics relevant to the Hunter and Jumper Disciplines (3) meetings of the Hunter Discipline Committees and the Jumper Committee Disciplines and the representative Standing Committees (4) awards presentation (5) report of the Budget and Finance committee (6) report of the President (7) report of activities in the Zones and (8) report of those Rules Changes recommended by the NHJA.

Section 2. Voting Lists.

The NHJA will maintain and provide lists of all Senior Active Members in good standing and eligible to vote. If the right of any one person to vote is challenged this list will be the official final decision for any Member’s Right to Vote.

Section 3. Voting on any matter. 

A ballot will not be required unless requested at the meeting by a group of members not to be less than 12. Voting may be by voice vote, roll call, or a show of hands on any issue unless otherwise specified.

Section 4.  Election of NHJA Trustees.

A.                 The Members of the Board of Trustees are individual Senior Active Members of the NHJA who shall be elected by the other Senior Active members of NHJA as provided by these By-Laws. A total of 32 Members of the Board, but which may be added to with the increases in Membership at the discretion of the Board of Trustees.

B.                 There will be 12 elected Representatives one from each of the National Hunter Zones elected by that Zone. There will be 12 At-Large Trustees elected on a rotational basis. Three Trustees are elected each year to serve a four year term.

C.                 To serve for two year terms the five Hunter Discipline Committees shall select each a representative to the Board of Trustees. Two Trustees will be members selected by the National Jumper Committee.

D.                 In addition there will be any Senior Active Members that have been elected Honorary Trustee by the Board of Trustees.

E.                  No Proxies for any vote will be accepted.

F.                  At any election for trustees of NHJA, each member shall be entitled to as many votes as the number of trustees to be elected and may cast all that member’s votes for a single trustee, or may distribute them among the trustees to be elected or any two or more of them as the member thinks proper.

G.                 The Candidates for Trustee receiving the highest number of votes up to the number of trustees to be elected will be deemed elected

H.                 Any Senior member may nominate as many persons for the office of Trustee as there are available seats by mail at least (10) ten days prior to the Annual Meeting. 

Section 5. Voting Members.

Only Senior Active Members in good standing are entitled to vote at any Meeting which will then transact all the business of the NHJA pending at that time. Any one person may hold no more than one Membership. The rights and privileges of all voting Members will be equal. Each such member will be entitled to one vote. At the annual Meeting they may vote for Members of the Board of Trustees only if they have paid their dues prior to the last day of the previous year. If they are otherwise a Member in good standing they may vote on all issues that may come before the NHJA. Junior Members will have no vote.  If an organization is a member, the organization will designate one person who will have the right to exercise the organization’s voting rights. An Affiliate Organization shall have one vote regardless of the number of members.

Section 6. Regular Meetings of the Members.

The Board of Trustees will determine a Calendar of the number of meetings and the time and place of all such meetings for all members entitled to vote and transact the business that may be properly brought before any meeting of NHJA. 

Section 7. Special Meetings of the Members.

In the case of special meetings, or when required by these bylaws or by law, the purpose or purposes for which the meeting is called must be stated in the notice. An NHJA Special Members Meeting may be called at any time by the President or the Board of Trustees or by the petition of members with at least 100 signatures of current voting members. It shall be the responsibility of the President or the Board of Trustees to establish the time and place of such meeting not less than (10) ten days or more than (60) sixty days after the receipt of the request.

 

Section 8. Notice of Meeting.

Notice of any regular or special meeting will be sent not less than 10 days or more than 60 days prior to the meeting.  A notice of meeting will be deemed delivered when deposited in the United States mail, postage prepaid, addressed to the member at the member’s address as it appears on the records of the corporation at the time of mailing.  This notice will contain the time, place, purpose and agenda of such meeting and may be a separate notice or be included in the official NJHA newsletter, as long as that newsletter is mailed within the required time before the meeting.

Section 9. Quorum.

At any Meeting 15 Members eligible to vote will constitute a Quorum at the meeting. If a quorum is not present at any meeting of the members, a majority of those present may adjourn the meeting from time to time without further notice.

 

 

Article V

Board of Trustees

Section 1. General.  

The President may establish a schedule of regular meetings of the Board of Trustees at any time.  There shall be at least two meetings during the year not including the annual meeting in January.  The general Membership shall be entitled to attend these meetings.  Notification to the general Membership in the NHJA Newsletter will be made and on the Web Site of the NHJA and shall include the Agenda. After every regular meting of the Board of Trustees the Secretary will provide a Report of the actions taken on each item of the Agenda and all variations from the Agenda, the recorded vote and those actually present. All meetings of the Board shall be operated under Roberts Rules of Parliamentary Procedures. 

Section 2. Special Meetings of the Board of Trustees.

The President may also call a Special Meeting of the Board of Trustees at any time and the Secretary shall provide notice of such meeting to the Trustees at least 3 days prior to the meeting.

Section 3. Quorum for Meeting.

A quorum to do business will be one third of the total number of members of the Board of Trustees. Members of the Board of Trustees of NHJA may participate in the Board of Trustees Meetings by means of a conference call or similar communications equipment provided that all members can hear and all can communicate with each other.

Section 4. Appointment of Committees.

The Board by resolution adopted by a majority of the entire Board may appoint from among the trustees an executive committee and one or more other committees, each of which shall have at least three members.  To the extent provided in the resolution, the Executive Committee shall have and may exercise all the authority of the Board as granted in the resolution.

 

 

 

 

Section 5. Expulsion of Member of the Board.

The Board of Trustees may by affirmative vote of a majority of all trustees suspend or expel a Member of the Board for cause. This may include a lack of participation and/or attendance at meetings but is not limited to that cause and may include other matters that could affect the success and the good public will and reputation of the NHJA. No act of the Board done during a period when a Trustee has been suspended or removed for cause shall be impugned or invalidated if the suspension or removal is thereafter rescinded or invalidated.

Section 6. Vacancies on the NHJA Board of Trustees. 

If a vacancy on the NHJA Board of Trustees results as a result of removal or resignation the Nominating Committee shall submit recommendations the Board of Trustees. The Board will then elect by a plurality vote of the Board at a Board Meeting. If it is required by the Constitution of the USEF as National Governing Body that 20% of the Members of the Board of Trustees are required to be Eligible Athletes, then those vacancies will be filled in compliance with the By-Laws to fill those vacancies.

Section 7. Conflict of Interest  

Any actual or potential conflict of interest which could result in a direct or indirect benefit of any kind to a trustee or officer or member of a committee must be disclosed in good faith before voting or participating in any discussion of matters before the Board of Trustees and any other NHJA group performing a short term or long term service such as a Committee. The matter must be brought to the group, board, or committee and if found that any trustee, officer or committee person does have a conflict of interest to a matter before the board, committee or group that individual shall have recused himself/herself and shall not vote or participate in the discussion, but may be counted as part of a quorum.

The Minutes of the meeting shall reflect:

(a)        That the conflict was disclosed.

(b)        That the interested trustee, officer or committee person was not present during the discussion and the vote.

(c)        That the interested person abstained from voting and was not heard on the matter.

(d)        All questions of resolution for a Conflict of interest shall be brought to the Board of Trustees whose vote is final and in which the interested individual shall not vote. A Conflict of Interest disclosure shall be provided and must be signed annually to all Members of the Board of Trustees, Officers and Committee persons.

 

Article VI

Officers

 

Section 1. General. 

The Officers of the NHJA shall be President, Vice-President for Hunters and a Vice President for Jumpers, Secretary and Treasurer who shall be elected to one four-year term. Officers may not serve more than two terms as an Officer. No one person may serve more than eight years in any position as an Officer. They will be elected from within the Board of Trustees.

Section 2. President.  

The president shall preside at all meetings of the Board of Trustees and shall perform such other duties as may be assigned to him/her by the Board of Trustees.. The President shall serve as an ex officio member of all Committees.

Section 3. Vice President for Hunter.

In the absence or disability of the president, the Vice-President for Hunters shall perform such other duties as may be assigned to him/her by the Board of Trustees.

Section 4. Vice President for Jumper.

In the event that both the President and the Vice-President for Hunters are unavailable the Vice-President for Jumpers may preside at any Meeting of the Board. And shall perform such other duties as may be assigned to him/her by the Board of Trustees.

Section 5. Secretary 

The Secretary shall give notice of all meetings of the Board of Trustees and shall keep minutes of all meetings of the Board of Trustees which shall be sent to all Members of the Board of Trustees and a summary for the Annual Meeting of the USEF Board of Directors. The Secretary will post in Equestrian Magazine or the NHJA Newsletter or on the website the time and place of all scheduled meetings and the Agenda which will be discussed. A Report will be posted after each Meeting which includes what actions were taken on all items of the Agenda and the Vote as well as those Members of the Board present at the meeting.

Section 6. Treasurer.

The Treasurer shall keep proper books of accounts, showing the source of all income, donations and fund raising projects and the disposition of all funds expended on behalf of the NHJA, including but not limited to who was paid what for which services or products. At each Annual Meeting of the NHJA a Report will be made in writing covering the financial condition of the NHJA. It will be available to all Members in good standing.

Section 7. Vacancies.  

A vacancy in any Office shall be filled, after receipt of recommendations from the Board of Trustees Nominating committee by a plurality vote of the Board of Trustees at a Meeting.

 

 

Article VII

NHJA  Committees

 

Section 1. General.

The NHJA shall have five categories of committees, all committee members must be a member of the NHJA.

A.                 Zone Committees, one for each geographical Zone designation.

B.                 Administrative, (Nominating, Budget and Finance, Planning and Marketing and Affiliates working Group)

C.                 Discipline Committees, (Hunter, Equitation and Jumper Discipline Committees)

D.                 Standing Committees, The NHJA President shall appoint 5 at large Members and the Zone Committees shall appoint 4 Representative Members. A quorum shall be three (3)  (Amateurs, Professional (rider or trainer); Show Managers; Show Secretaries: Licensed Officials; Shows Standards; Safety; Clinics and Education; Veterinary, Drugs and Medication)

E.                  Ad Hoc These are formed for a specific purpose and concluded upon completion of their mission.( Any study committees or special project committees that may be required from time to time by the Board of Trustees of the NHJA.) A quorum shall be three (3) Members.

Section 2. Nominating Committee.  

Shall be elected by the Board of Trustees and/or appointed by the President of NHJA. There should be 15 Members that represent Zone Committees, the constituencies, geographical balance and not be limited to Members of the Board of Trustees. They shall elect their own Chairman and Vice-Chairman.

·                    Their term of office will begin following the election of officers at the NHJA Annual Meeting. A quorum will be five members.

·                    The Nominating committee will do whatever else is assigned to it by the Board of Trustees.

Section 3. Budget and Finance Committee

Shall be composed of NHJA President, Vice-Presidents, Treasurer, A Member of the Board of Trustees, a Senior Active member not on the Board of Trustees, and (10) ten others as appointed by the President of NHJA, and the Treasurer of the USEF as an ex-officio member. They shall elect their own Chairman and Vice-Chairman.

·                    Shall prepare an annual budget for the conduct of business of the Zones and the NHJA.

·                    Shall prepare the Financial Report of all income and all sources and all expenditures to whom and for what services for the Annual Meeting of the NHJA and for Board Meetings as required by notice.

Section 4. Planning and Marketing Committee 

Shall have 15 members of which the President with the approval of the Board of Trustees appoints 5. There will be (10) ten elected by the Zone Committees. All will be selected to keep the representation of levels of competition and geographical balance. They shall elect their own Chairman and Vice-Chairman.

·                    Shall help plan Regional Finals for Hunter and Equitation Competition.

·                    Shall seek sponsorship for Hunter Classics and Scholarships.

·                    Shall research educational opportunities and possible clinics

·                    Shall make contact with the Tourist Bureau to have hunter farms and competitions included on the calendar for tourists where possible.

·                    Shall plan a Marketing Program to improve and expand the image of the hunter Disciple.

·                    And any other Project at the request of the NHJA Board of Trustees

Section 5. Affiliate Association Working Group 

A Representative will be elected by the Zone Committee from each Zone and (3) will be appointed by the President with the approval of the Board of Trustees. The function of this Working Group is to coordinate Class definitions and programs for all levels of Competition with a special emphasis on the “Grassroots” Shows. The Representatives should represent the Local/C/B Competitions and the A/AA Competitions. They shall elect their own Chairman and Vice-chairman.

Section 6. Hunter Discipline Committees 

The Committees shall be (15) fifteen members. The number of members on a committee shall be modified by the suggestion of the President of NHJA by approval of the Board of Trustees. The greatest of three or one third of the members shall create a quorum. The Committees should be constituted to represent the Levels of Competition Local/C/B and A/AA Competitions in addition the geographical representation with emphasis on experience within the specialty and appointed by the President with the approval of the Board of Trustees. They shall elect their own Chairman and Vice-Chairman and be limited to a four-year term.

It is their function to consider Rules and Regulations, changes and amendments to the existing rules and regulations. They will also propose new rules and accept suggestions for new rules and regulations from the membership in the best interests of hunter competition organization and management as they feel are important to the welfare of the horses and the riders and to make competition as equitable as possible. They shall submit their recommendations directly through their representatives on the Board.

A.                 Hunter

B.                 Junior Hunter and Childrens Hunter

C.                 Pony Hunter

D.                 Hunter Breeding

E.                  Hunter Seat Equitation

F.                  Junior Member Committee

Section 7. Jumper Discipline Committees

These Committees will relate the needs of the jumper classes divisions and competition to those of the National Jumper Committee and propose changes as needed, or modifications as related to jumper classes held at hunter shows. Their recommendations will be made through their representative on the Board.

A.                 Jumper

B.                 Junior and Amateur Owner Jumpers

C.                 Childrens and Adult Amateur Jumpers

D.                 Pony Jumpers

Section 8. Standing Committees.

The Committees shall be (15) fifteen members. The number of members on a committee shall be modified by the suggestion of the President of NHJA by approval of the Board of Trustees. The greatest of three or one third of the members shall create a quorum. The Committees should be constituted to represent the Levels of Competition Local/C/B and A/AA Competitions and in addition the geographical representation with emphasis on experience within the specialty and appointed by the President with the approval of the Board of Trustees. They shall elect their own Chairman and Vice-Chairman and be limited to a four-year term. They shall submit a report to the Board of Trustees after each meeting as to their concerns, educational interests and recommendations for improvement.

A.                 Amateur Committee; Amateur-Owners, Adult Amateurs, Junior Exhibitor Parents or Guardians. This Committee will consider conditions and definitions that apply to competition, care and custody management, training and education as it regards those who are amateurs. And suggest educational opportunities to improve quality of care and involvement in the hunter discipline.

B.                 Professional Committee (rider or trainer); This Committee will propose changes rules and regulations which will best deal with better business practices, education, rules and regulations regarding competition, barn management and continuing education for the professionals.

C.                 Show Management Committee, Competition Managers are any manager of a USEF Recognized Competition and the Committee will have representation for all Levels if available Local, C, B, A, AA. They will consider rules and regulations, new proposals, awards programs, scholarship programs and all ways in which the hunter competition can be improved for the safety of the equine and the rider.

D.                 Show Standards Committee, will be composed with Amateurs, Professionals, Competition Managers, Competition Secretaries and Licensed Officials from all levels of competition and as is possible geographical balance. The area for this Committee will be consideration and all the ways possible to improve the quality and efficiency of facilities and equipment with methods of operation to make the show safe and comfortable for horses and competitors. They shall sponsor educational programs available for all who participate in the operation of the horse competitions.

1.                  E.                  Show Secretaries Committee, will be composed of all those who are competition contacts and competition record keepers representative of all rated levels of Competition i.e. Local/C/B/A/AA and as much geographical balance as possible. Their purpose is to consider and propose all rules and regulations that pertain to record keeping, results, awards, acquired points and qualification standards for awards. They will sponsor educational information to keep the exhibitors informed and to assist in management of any of the awards systems.

F.                  Licensed Officials Committee, will be composed of Judges, Stewards, Course Designers and other officials that may be licensed or become licensed by the USEF. Their purpose is to consider and refer suggestions, amendments and corrections for all rule changes that will affect the equality and fairness of any competition.

G.                 Veterinary, Drugs and Medication, This committee will be composed of veterinarians and all those knowledgeable about the current status of prohibited substances or any product that can alter an equine performance or its soundness to perform. Their function is to make the competitors aware of changes and information so that those substances not permitted are not in the proximity of any equine in competition.

H.                 Safety Committee, is charged with the responsibility to propose, amend or alter any and all rules and regulations that are not in the best interests of the safety for the equine, the equestrian and the spectators at any competition. It should have representatives from all levels of competition Local/B/A/AA as well as geographical interests and differences as much as possible. It will include Amateurs, Professionals, Competition Management, Licensed Officials and Veterinaries where available.

I.                    Clinics and Education Each Zone must plan at least one Educational Event each year

 

Article VIII

INDEMNITY

 

Section 1. Definitions.  

For purposes of this Article VIII the following definitions shall apply:

A.                 “Corporate Agent” shall mean (A) any person who is or was an officer, trustee, employee or agent of the NHJA or of any constituent corporation absorbed by the NHJA in any consolidation or merger; (B) any person who is or was a trustee, officer, or agent or any Other Enterprise (as hereinafter defined)(including, without limitation, a fiduciary of an employee benefit plan), serving as such at the request of NHJA or any such constituent corporation; and (C) any legal representative (including, without limitation, an executor or guardian) of any such trustee, officer, employee or agent.

B.                 “Other Enterprise” shall mean any domestic or foreign corporation (other than NHJA), partnership, joint venture, sole proprietorship, trust, employee benefit plan or other entity, whether or not for profit.

C.                 “Proceeding” shall mean any pending, threatened or concluded (by judgment, settlement or otherwise) action, suit or proceeding, whether civil, criminal, administrative or investigative and including, without limitation, any arbitration or other from of alternative dispute resolution, and including without limitation, any proceeding by or in the right of the corporation.

D.                 “Liabilities” shall mean judgments, fines, penalties (including, without limitation, any excise taxes imposed on the Corporate Agent by reason of serving as a fiduciary of an employee benefit plan), and amounts paid in settlement.

E.                  “Expenses” shall mean reasonable costs, disbursements and counsel fees.

Section 2. Indemnification:

Upon appropriate notice as provided in Section 3 below, the NHJA shall indemnify any Corporate Agent for any Liabilities and Expenses incurred or paid by such Corporate Agent who is, or is threatened to be made, a party or a witness to any Proceeding by reason of such Corporate Agent’s status (or former status) as a Corporate Agent except in any Proceeding by or in the right of the NHJA in which case, the NHJA shall indemnify any Corporate Agent for any Expenses incurred or paid. Notwithstanding the foregoing, in no event shall the NHJA be obligated to indemnify the Corporate Agent if a judgment or other adjudication adverse to the Corporate Agent established that his acts or omissions (1) were in breach of his duty of loyalty to the NHJA or its members, or (2) were not in good faith or involved a knowing violation of law, or (3) resulted in receipt by the Corporate Agent of an improper personal benefit.

Section 3. Notification and Payment of Indemnification:

Notification by a Corporate Agent of a pending or threatened Proceeding shall be in writing and shall be sent (by certified mail, return receipt requested or by hand delivery, overnight mail or fax) to the President of NHJA at the principal office of the NHJA. The President shall promptly (but in no event later than two business days from the date of receipt) forward a copy of such notification to the members of the Board of Trustees. Subject to the provisions of Section 4, the NHJA shall provide, or make arrangements for, legal or other appropriate representation of the Corporate Agent within (10) ten business days of such notification, or such shorter time as may be required under the circumstances. In the alternative, the NHJA may authorize the Corporate Agent to obtain appropriate representation to be approved by NHJA, which approval shall not be unreasonably withheld. If the NHJA determines that (i) the Corporate Agent acted in good faith and in a manner which the Corporate Agent reasonably believed to be in or not opposed to the best interest of the NHJA; and (ii) with respect to any criminal proceeding, the Corporate Agent had no reasonable cause to believe the conduct was unlawful; the NHJA shall pay all Liabilities and Expenses within a reasonable time after the final disposition after the Proceeding. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contender or its equivalent, shall not of itself create a presumption that the Corporate Agent did not meet the applicable standards set forth in subsection (i) and (ii)of this section.

Section 4. Expenses:

Expenses incurred by a Corporate Agent in connection with a Proceeding shall, upon request of the Corporate Agent, be paid in advance of the final disposition of the Proceeding. Such request shall be in writing and sent as provided in Section 3 above and shall also include an undertaking to repay such advances if it is ultimately determined that the Corporate Agent is not entitled to indemnification.

 

Section 5. Continuing Effect:

This Article VIII shall be deemed to be a contract between each Corporate Agent and the NHJA and any subsequent repeal of or amendment to this Article VIII shall not affect a Corporate Agent’s right to indemnification for Liabilities based upon any act or omission of the Corporate Agent while this By-Law is in effect.

Section 6. Other Rights:

The rights of a Corporate Agent to indemnification under this Article VIII shall be in addition to any rights to indemnification that such Corporate Agent may have at law or in equity, including, without limitation, any right to indemnification under N.J.S.A. 15A:3-4 or any successor provision thereto, as the same may be amended from time to time.

Section 7. Amendment:

Notwithstanding any requirement in the New Jersey Nonprofit Corporation Act or Article VIII of these by-laws to the contrary, this by-law may not be repealed or amended without the affirmative vote of two-thirds of those trustees present at any regular or special meeting called for such purpose.

 

 

Article IX

Books and Records

 

Section 1. General.

The NHJA shall keep books and records of account and minutes of the proceedings of its board and executive committee, if any and make available for inspection at the office of its agent, records containing the names and addresses of all members of the Board of Trustees.

 

 

Article X

Sale or Other Disposition of Assets

In the Regular Course of Activities, Mortgage or Pledge of Assets

 

The sale, lease, exchange, or other disposition of all, or substantially all, the assets of NHJA in the usual and regular course of its activities as conducted by the NHJA, and the mortgage or pledge of any or all the assets of NHJA whether or not in the usual and regular course of activities as conducted by NHJA may be made upon terms and conditions and for a consideration, which may consist in whole or in part of money or property, real or personal, including shares, bonds, or other securities of any domestic corporation, foreign corporation, or any corporate business entity as shall be authorized by the NHJA Board of Trustees.

 

Article XI

Sale or Other Disposition of Assets

Other than in the Regular Course of Activities

 

Section 1. Approval:

A sale, lease, exchange, or other disposition of all, or substantially all, the assets of the NHJA, if not in the usual and regular course of its activities as conducted by the NHJA, may be made upon terms and conditions and for a consideration, which may consist in whole or in part of money or property, real or personal, including shares, bonds, or other securities of any domestic corporation, foreign corporation, or any corporate business entity as shall be authorized in the following manner:

A.                 The board shall recommend such sale, lease, exchange, or other disposition and direct that it be submitted to a vote of a meeting of members;

B.                 Written notice shall be given not less than 20 nor more than 60 days before the meeting to each member of record, whether or not entitled to vote at the meeting, in the manner provided in the Non-Profit Corporation Act of New Jersey for giving notice of meetings of members, and the notice shall include, or shall be accompanied by a statement summarizing the principal terms of the proposed transactions;

C.                 At the meeting the members may approve the sale, lease, exchange, or other disposition and may fix, or may authorize the board to fix, any and all of the terms and conditions and the consideration to be received by NHJA; the sale, lease, exchange or other disposition shall be approved upon receiving the affirmative vote of two-thirds of the votes cast by members entitled to vote at the meeting.

Section 2. Abandonment:

Notwithstanding the approval or authorization by the members, the board may abandon the sale, lease, exchange, or other disposition of assets, subject to the rights of third parties under any contracts relating thereto, without further action by the members.

 

 

Article XII

Contributions and Dissolution

 

Section 1. Contributions.

The NHJA shall have the right to solicit and accept contributions from third parties. All monies thus received will be used in furtherance of the NHJA’s purpose as hereinabove stated. The NHJA shall have the right, however to use a reasonable amount of any sums received for the payment of administrative expenses.

Section 2. Dissolution of the NHJA

Upon the dissolution of the NHJA, the Board of Trustees shall after payment of all liabilities, dispose of all the assets of the NHJA exclusively for the purposes and in such manner or to such an organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes, as shall at the time qualify for exemption under Section 501(c) (3) of the Code or the corresponding section of any future federal tax code, or shall be distributed to the federal government or to the state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by the Superior Court of the County in which the principal office of NHJA is then located; exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

 

 

Article XIII

Amendments

 

Section 1. Power of Members to Amend By-Laws.

The By-Laws of NHJA may be amended, repealed or added to, or new By-Laws may be adopted by the vote of 2/3 of all members with voting privileges attending the meeting, which vote occurs at a meeting duly called for that purpose according to the By-Laws.

Section 2. Power of Trustees to Amend By-Laws:

Subject to the limitations of these By-Laws and the Non-Profit Corporation Act of New Jersey, concerning corporate action that must be authorized or approved by the members of the NHJA, the By-Laws of NHJA may be amended, repealed or added to, or new By-Laws may be adopted by a resolution of the Board of Trustees.

 

Schedule A

Zone Committee Elections Procedures

 

Section 1. Supervision of these elections.  The National Hunter Committee shall supervise these elections with oversight of the USEF Board of Directors pursuant to these election procedures adopted by the National Hunter Committee and approved by the USEF Board of Directors, whose decision on any issue shall be final. Eligibility to vote for or to be elected as a Zone Committee member is as specified in the US Equestrian By-Laws. Zone Committee members shall take office on September 15 following their election and serve four years or until their successors are duly elected or appointed.

Section 2. Composition of the Zone Committee.   Each Zone Committee shall have a minimum of nine members elected by the Hunter members within the Zones as provided in the US Equestrian Federation Constitution. Included is a representative of A/AA Competitions and one of B/C/Local competitions in all Zones offering two or more recognized competitions in the respective categories. For each respective category there shall be one from show management, one from the Professional horsemen (rider or trainer)and one from a non-Professional amateur or owner. In addition Licensed Officials shall be represented on each Zone Committee with at least one designated seat.

Section 3. Nominating Committee.   On or before January 1 of an election year, each Zone Chairman with the advice and consent of the Zone Committee shall appoint a Zone Nominating committee for the purposes of nominating candidates for the up-coming election. Said Nominating Committee must nominate (8) eight for the four non-designated seats, plus three eligible persons for each designated seat. A candidate may run for more than one seat, but if elected to more than one, must choose only one. The runner up in a seat not chosen will be elected.

Section 4. Nominating Meeting.   On or before March 1 of an election year, the Zone Nominating Committee shall hold at least one zone meeting for the purpose of receiving suggestions and nominations from Members. Senior Active Members who are eligible to vote in the Zone may send nominations and suggestions in writing to the Zone Chairman with a copy to the National Office (attn. National Hunter Liaison) prior to this meeting. The Nominating Committee’s slate of candidates will be formally presented at a general meeting of the zone members called for the purpose of receiving nominations.  Said nominating meeting shall be held on or before April 1 at such time and place that the Zone Committee shall select. Every zone member shall have at least two weeks notice of the time, place and date of said nominating meeting by publication in the February or March issue of “Equestrian”, the official publication of the Federation or on the Federation’s web site.

At the general nominating meeting the proposed candidates of the Zone Nominating Committee will be presented. Nominations may be made at the general nominating meeting under the following conditions, providing the person being nominated meets eligibility requirements and consents to being nominated.

A.                 Nominations may be made from the floor by one Senior Active Member eligible to vote in the Zone and seconded by one Senior Active member eligible to in the Zone but must be accompanied by a short biographical statement from the candidate (no more than 200 words).

B.                 Nominations may be made in writing to the Zone Chairman with a copy to the National Hunter Committee and the USEF prior to this meeting, at which the Zone Chairman will read the names of the nominees and the positions for which they are nominated. A petition signed by no fewer than 5 Senior Active Members eligible to vote in the Zone must accompany written nominations. Only one nominee may be included on a petition with the position for which he/she is nominated, and the individual must have agreed to be nominated and have provided a short biographical statement (no more than 200 words) All names of all nominees meeting eligibility requirements and the positions for which they are nominated must be included on the Zone voting ballot.

Section 5. Voting  Immediately after the nominating meeting (within five days), the entire list of candidates both general and for designated seats, and the candidates’ bios, as they will appear on the Zone election ballot will be sent to the Federation National Office, which will then verify each candidates eligibility and obtain a short biographical statement (if missing) from each candidate.

Voting shall be by secret ballot. Ballots will be mailed on or before June 1 to the last known address of each individual Senior and Life member in said zone who is eligible to vote. The election material shall consist of the following:

·                    The outer envelope shall bear the return address of the national Office with the words “Hunter Zone Election Ballot” marked plainly thereon.

·                    A ballot containing the names of eligible candidates for the zone committee along with the last day those ballots may be received or postmarked in order to count.

·                    A biographical statement provided by each candidate (if a candidate does not provide a bio, the National Office may include information it has, but is not required to do so.)

·                    The attendance record for Zone Committee Meetings of each incumbent.

·                    A plain unmarked envelope that once sealed will protect the confidentiality of the vote.

·                    A return envelope addressed to an interested third party such as a CPA (the tabulating agency) as designated by the National Office in consultation with the Federation President and CEO. This return envelope shall have a space in the upper left hand corner for the typed or printed name and return address of the member and shall have the word “Ballot” and the name of the zone appearing on it’s face.

Section 6. Ballots  The same election material shall be mailed to any eligible zone member who has not received his/her ballot by mail and who requests the same. All Ballots which are properly marked and completed and which are received in envelopes from eligible zone members at the tabulating agency prior to the close of business on the last day for the election shall have the date and time of receipt noted thereon. These ballots shall be checked against the list of eligible voters in the zone and shall be counted by the staff of the tabulating agency. Any candidate may attend the opening and counting of the ballots at his/her own expense, providing he/she gives the national Office at least 10 days notice in writing and makes arrangements with the tabulating agency. Within five business days of the election deadline, the tabulating agency will certify the election results for each zone in writing, giving the National Office the total number of votes received for each candidate. The tabulating agency will notify both US Equestrian and the National Hunter Committee of the results.

Section 7. Results of the Election The National Office shall advise each new zone committee member of his/her election by mail within two weeks following receipt of the election results from the tabulating agency. Enclosed with the notice will be the date and time of a conference call meeting of the newly elected zone committee so that eligible individuals can declare their interest as a candidate for Chairman or Vice-Chairman and answer any questions regarding their candidacy., if any. Also enclosed will be similar election materials as described above, along with a new deadline for voting. The Ballot shall list the names of the newly elected zone committee members in alphabetical order. Zone Committee members shall cast their secret ballot for the Chairman and mail them to the tabulating agency in the envelopes provided. The committee member receiving the greatest number of votes shall be elected Chairman. In the event of a tie vote, the above balloting procedure shall be repeated, with the ballot listing in alphabetical order only the tied names. Within two weeks following the election of the Zone Chairman, the above balloting procedure shall be repeated for the election of the Zone Vice-Chairman.

Section 8. Affiliate Association Representatives on the Zone Committee.  The three (3) largest State/Regional Hunter or Hunter/Jumper Associations within the Zone that are affiliated and in good standing with the Federation, and meet the criteria defined herein, shall be entitled to designate a representative to the respective Zone committee if not otherwise represented (by an officer or board member of the respective affiliate) after the zone election has been concluded. Said State/Regional Association shall meet the following criteria in order to be eligible:

·                    The State/Regional Association must represent in writing to the Federation office that it’s membership is comprised of at least 80% Hunter and jumper interests which then is subject to review and approval by the National Hunter Committee.

·                    Endorse competitions that offer hunter and jumper classes.

·                    Offer year-end high-point or awards programs or a championship.

Section 9. At Large Seats still Open on the Zone Committee. Following the elections of the Zone Chairman and Vice-Chairman, the new Zone Committee shall appoint four (4) additional Senior Active Members who have designated hunter as a primary affiliation to the Zone Committee in order to balance geographical and constituency within the respective Zone. Additionally, the Zone Committee may recommend up to two (2) Senior Active Members who have designated Jumper as a primary affiliation for appointment to the Committee to represent national jumper interests within the respective Zone. When making such Jumper appointments the Zone Committee shall consider first a Regional Jumper Committee member who resides within the respective Zone. If no such Jumper representative is available, the Zone Committee shall select another Senior Active Member of the Federation who resides in the respective Zone and has designated Jumper as a primary affiliation.

Section 10. Procedures for Elections may be varied. The National Hunter Committee, in consultation with the Federation President and CEO, shall have the power to authorize a zone election procedure which varies from the foregoing upon request and for proper cause, subject at all times to final oversight by the Federation Executive Committee, whose decision on any issue shall be final.

Section 11. Term Limits  A Zone Committee Chairman may serve a maximum of two consecutive four-year terms and may not be re-elected as Chairman or Vice-Chairman for 350 days following the expiration of the second term.

 

Purposes and Duties of Zone Committees

 

Section 1. Purposes.  The Purposes and duties for the Hunter Zones shall include the following:

A.                 To foster and promote the best interests of all hunter/jumper members and hunter jumper competitions in the zone.

B.                 To conduct hunter/jumper meetings and forums and educational programs for the benefit of all the members.

C.                 To organize annual hunter/jumper Zone horse of the Year Award presentations in the Zone.

D.                 To review stewards’ reports of hunter/jumper sanctioned competitions held in the zone.

E.                  To elect a Chairman and a Vice-Chairman and to appoint a Secretary and Treasurer to govern the activities of the zone and to be accountable for reports of meetings and finances.

F.                  To elect if not done by membership ballot a representative for the Board of Trustees of the NHJA.

G.                 To divide the zone where there is more than one state into state sub-committees or into districts as needed.

·                    Each sub-Committee shall be determined by the Zone Committee with advice and recommendations from each state or district and appointed by the Zone Committee.

·                    Each sub-Committee shall be composed of nine members which represent the constituencies, geography and competition levels of the state.

H.                 Each Zone Committee shall hold at least two Zone Committee Meetings and at least two Members Forums per year, and at least one Educational Program each year. The Zone committee will host a Licensed Officials Clinic at least once during each year which any member may audit.

·                    Meetings of the Zone Committee shall be noticed to all zone members at least 30 days prior to the scheduled meeting. Meetings shall be noticed in at least two of the following: NHJA newsletter, a zone newsletter, Equestrian Magazine or the NHJA web site. Five members of a zone committee participating in person or by telephone shall constitute a quorum

·                    Forums shall be open to all hunter/jumper members in the zone and hunter/jumper show managers and shall be held at such time and place as would be convenient to the largest number of hunter/jumper members within the zone, not at a horse show.

·                    All hunter/jumper members shall be notified and encouraged to make recommendations for the improvement of the Hunter/jumper discipline of the sport.

·                    After each open forum the Zone Chairman must forward in writing to the President of the NHJA a list of all hunter/jumper members attending, a summary of topics discussed, and all recommended rule changes that receive a majority vote by the members attending and entitled to vote. Chairmen who do not comply will be asked to step down as Chairman.

·                    The President of the NHJA must submit the rule changes recommended to the Board of Trustees of the NHJA and forward to the appropriate NHJA and any USEF discipline or standing Committees.

·                    The Zone Chairman shall prepare and submit a complete report of the hunter/jumper activities in the zone to the NHJA Board of Trustees at its Annual meeting. The report should include but is not limited to attendance at Open Forums, Educational Programs by members, time and place of such activity, attendance at zone committee meetings of all members during the year. All actions and a summary of accomplishments, complete financial report of all income and it’s source as well as all expenditures and to who it was paid for what product or service. All Zone Committees shall be accountable to the Board of Trustees of the NHJA for their total activities and finances. If zones do not comply an application will be filed for a new election of committee members for that zone.

Section 2. Duties.  Shall include but are limited to:

A.                 Appointment of a Zone Treasurer.

B.                 Appointment of a Zone Secretary.

C.                 Appointment of state sub-Committees where there is more than one state in a zone or districts where there is only one state.

D.                 Creation of a Zone budget and business plan.

E.                  Appointment of up to four additional zone committee member to make sure that all constituencies and as well as geographical balance are maintained as well as levels of competition.

F.                  Set the dates for the four Zone Committee Meetings

G.                 Determine dates and committees to host the two zone open forums for the convenience of the members.

H.                 Determine Zone Specifications for all divisions including but not limited to Childrens Hunter and Adult Amateur Hunter.

I.                    Create, oversee, and appoint a Committee to operate or host  a Zone Finals Competition(s) or have oversight over a competition for all divisions and medal classes to be awarded a Zone Award.

J.                   Organize the annual zone awards presentation.

K.           &nbs