BYLAWS OF U.S. Mangalarga Marchador Association (USMMA)
original 2004, revised 12/2009
PART I – GENERAL PROVISIONS
Bylaw 101 – Name and Seal
Section 1. Name. The name of this corporation shall be the U.S. Mangalarga Marchador Association (hereinafter referred to as “USMMA”).
Section 2. Seal The Seal of USMMA shall be in the form of a circle and shall bear the name USMMA and the year of its incorporation and the words “Corporate Seal.”
Bylaw 102 – Objectives
Section 1. Vision Statement The vision of USMMA is to provide leadership for establishing and promoting the Mangalarga Marchador horse breed in North America, encouraging the pursuit of excellence in bloodlines, and the welfare of its human and equine participants.
Section 2. Mission Statement
- To inspire and encourage interest in the Mangalarga Marchador breed.
- To provide a registration body to insure the purity of the breed.
- To publish a breed standard consistent with the Brazilian standard of the ABCCMM.
- To encourage participation and cooperation among breeders, owners, trainers and other equine professionals in support of the Mangalarga Marchador and the USMMA goals.
- To affiliate and coordinate with other organizations and associations in support of the vision and mission of the USMMA.
Bylaw 103 – Miscellaneous Provisions
Section 1. Fiscal Year The fiscal year of the USMMA shall be as established by the Board of Directors.
Section 2. Designated Contributions. The USMMA may accept any contribution, gift, grant, bequest or devise that is designated, restricted or conditioned by the donor, provided that the designation, restriction or condition is consistent with the USMMA’s general tax-exempt purposes. The USMMA shall reserve all right, title and interest in and to and control over such contributions, and shall have authority to determine the ultimate expenditure or distribution thereof in connection with any such special fund, purpose or use.
Section 3. Robert’s Rules of Order. The Annual Meeting and other meetings will follow the latest authorized edition of Robert’s Rules of Order.
PART II — Memberships and Affiliations
Bylaw 201 – Eligibility
Membership in USMMA. is open to any individual who is a breeder, owner, rider, driver, handler, coach, trainer, manager, administrator, official active in equestrian sport, or any other individual having an interest in the Mangalarga Marchador horse breed.
Bylaw 202 – Voting Constituency
Voting Members consist of those Full Members at the time of elections qualified to vote for members of the Board of Directors. Voting members shall elect the Board of Directors by a simple majority of vote. Full Membership and Full Life Time Membership entitles the two named family members to two votes for the Board of Directors. Individual Full Membership entitles the individual to one vote. (Nov 2008 amend)
Bylaw 203 – Dues and Fees
Each Member shall pay to the USMMA annual fees and/or dues in the amount determined by the Board of Directors and published in the USMMA Operating Rules. The Board of Directors shall establish deadlines for the payment of fees.
Bylaw 204 – Refusal to Grant Membership, Suspensions, and Terminations
The Board of Directors can refuse or rescind membership to any person whose actions can be judged to be incongruent with the association goals. Such actions could include: fraud, forgery, other criminal activity, or mistreatment of animals to name a few. A reason for rescission of any member becomes public domain.
A Member failing to pay any dues and/or fees due annually shall be suspended from membership in USMMA after 45 days after the start of the fiscal year. Unless otherwise provided by the Board of Directors, the membership shall be terminated automatically if the Member has failed to pay those fees for a period of 90 days after the date specified for the fiscal year start.
Bylaw 211 – Individual Member Designation
Members consist of those persons who have joined USMAA in one or more of the membership classifications as provided in the Operating Rules.
Bylaw 212 –Member Categories (amended 1/2015)
Section 1. Life Members Those persons who have reached their eighteenth birthday who have made a single lifetime payment of dues. Life Members can vote for the Board of Directors.
Section 2 Full Members Those persons who have reached their eighteenth birthday who have paid the requisite dues for an individual or family. Full Members can vote for the Board of Directors.
PART III – GOVERNANCE
Subpart A – Board of Directors
Bylaw 301 – General Authority and Responsibilities
The USMMA shall have a Board of Directors. The Board of Directors shall have all governance, supervising, and administrative authority of the USMMA. The authority and responsibilities of the Board of Directors shall include:
- the general management of the affairs of USMMA and may make contracts in its name and behalf or authorize such contracts to be made by the Officers of the USMMA;
- making and enforcing the rules governing individual members and Registration;
- shall keep a record of its proceedings and shall report at the annual meeting of the USMMA or at any special meeting of the Board;
- alter or amend the dues structure, including all fees, at any time as it deems warranted;
- upon a majority vote of those members present at a duly called meeting of the Board, increase the number of directors on the Board of Directors as it considers appropriate.
Bylaw 302 – Composition
Section 1. The Board of Directors The Board of Directors consists of the following officers of the Association: President, Vice President, Secretary, Treasurer plus a range of 1-4 At Large Board Members. To be considered for a Board Position, the individual must be an active FULL member or LIFE member and be a USMMA-registered Marchador owner at the time of the election.. Each Board member must remain an active voting member of the USMMA for the duration of their term. Each Board member has one vote. (updated January 2012)
Section 2. Term The term of an individual elected to fill a position referred to in Section 1 of this bylaw at the annual meeting of the Board of Directors, who is elected for a full term and not to fill a vacancy, begins that term immediately after the adjournment of the meeting at which the individual was elected. An individual elected or appointed to fill a vacancy takes office immediately upon the election or appointment.
Section 3. Term Limits. Starting in 2005, any member of the Board of Directors may serve a maximum of two consecutive four-year terms, or eleven years in total if the Director has been elected to fill a partial term, and may not be reelected to the Board of USMMA for one year following the expiration of the second term.
Section 4: Succession The Vice President shall succeed the President should the President resign during the term. The Vice President position should it become vacant because of succession or resignation shall be a Board member elected by the Board for the remainder of the term. The vacant Board position is then filled using the Special Election process.
Section 5. USMMA Technical Board. Beginning in 2009 The USMMA Board of Directors will be assisted by a USMMA Technical Board. The Technical Board will consist of the Registrar and the Web Site Master with other technical positions to be added with the consent of the Board of Directors. The board will harness on an on-going basis the knowledge and expertise of experts to advise the Board of Directors on technical matters. Board members will be approved by the President with the approval of the Board of Directors and will not be subject to term limits. The board will serve at the pleasure of a President who could remove a member only if there were just cause for removal. With a change in President, an automatic appointment of the same technical board would be assumed unless there was a just cause for removal. (August 2009 Amend)
Bylaw 303 – Election of Voting Directors
Section 1. Schedule Year beginning January 2005, the term is one year for the Board of Directors. Beginning in January 2006 and every fourth year thereafter, the Board of Directors slots will be up for election, Board Members shall serve four years or until successor is elected.
By majority of vote, the Board of Directors can remove a Director for non-fulfillment of duties or for the same reasons for rescission of membership.
Section 2 Special Election Special Elections to replace board members shall be held within 90 days of time of need.
Bylaw 304 – Meetings
Section 1. Meetings. The Board of Directors shall meet at least twice each year, including at the annual meeting of USMMA and at least one other occasion during each year at a location and date to be fixed by the Board. The President shall have the power to call a meeting of the Board of Directors of USMMA at any time and must call a meeting when requested in writing to do so by one-third or more of the members of the Board of Directors.
Section 2. Quorum At all meetings of the Board of Directors fifty percent of its Board members shall constitute a quorum. In the event that a quorum shall not be present at an annual meeting, such meeting shall be adjourned by the chair to a future date.
Section 3. Participation in Meetings via Conference Call. The Board of Directors may participate in the Annual Meeting or other Meeting of the Board by means of a conference telephone or similar communications equipment which allows all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting for purposes of establishing a Quorum or to transact and to vote on any business.
Section 4. Notice of Meetings Notice of the Annual Meeting or other meetings of the Board shall be made at least 45 days prior to the meeting via postal mail or email to each member.
Section 5. Amendment to the Bylaws Bylaws may be amended by a majority vote of Board members at any meeting via vote or proxy.
New: April 2007 Major bylaw changes that impact breed standards , registry and membership require 2 board meetings for approval and that such proposed bylaw changes be communicated to the entire USMMA Membership before the second board meeting.
PART IV – Committees
Committees may be formed formally or informally at the request of the Board of Directors for special projects or events.
PART V – Administration
Bylaw 501 – Records of the USMAA
Section 1. Registration Records. The USMMA shall keep as permanent records the genealogy records of all Mangalarga Marchador horses registered by its members.
Section 2. Accounting Records. The USMMA shall maintain appropriate accounting records.
Section 3. Membership List. The USMMA, or its agent, shall maintain a record of the members in a form that permits preparation of a list of the names and addresses of the members in alphabetical order, by class or other sort criteria.
Section 4. Records in Written Form. The USMMA shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
Section 5. Records Maintained The USMMA shall keep a copy of each of the following records at its principal office:
- The Certificate of Incorporation;
- The Bylaws;
- The Operating Rules;
- Resolutions adopted by the Board of Directors relating to the characteristics, qualifications, rights, limitations and obligations of the members or any class of the members;
- The minutes of all meetings of the members, and records of all action taken by the members without a meeting, for the past four years;
- All written communications within the past four years to the members generally as the members;
- A list of the names and business or home addresses of the current Directors and officers;
- The USMMA’s application for recognition of exemption and the tax-exemption determination letter issued by the Internal Revenue Service; and
- All other documents or records required to be maintained by the USMMA at its principal office under applicable law or regulation.
PART VI REGISTRY RULES