AMENDED AND RESTATED BYLAWS of MULE SKINNER CLUB, INC. (An Oregon nonprofit 501C(3) Corporation) December 2, 2006 ARTICLE 1: PURPOSE 1.1 The name of the corporation shall be Mule Skinner Club, INC. 1.2 The corporation is organized exclusively for charitable educational purposes within the meaning of Section 501c(3) of the Internal Revenue Code and Chapter 65 of the Oregon Revised Statutes (as amended from time to time). 1.3 The corporation’s purpose shall be: To provide information and activities for developing better mules and mule skinners. The advancement of education relating to equine activities. Maintaining and developing equine recreational opportunities for the public. ARTICLE 2: MEMBERSHIP 2.1 Members. This corporation shall have one class of members (Membership). The Board shall establish membership dues and other requirements of membership. ARTICLE 3: BOARD OF DIRECTORS 3.1 Powers and Qualifications. The affairs of the corporation shall be managed by the Board of Directors (Board). The board may exercise all powers vested in the corporation. 3.2 Number of Directors. The number of directors of the corporation shall be not less than three (3) nor more than seven (7). The Board of Directors, by amendment of these Bylaws, may increase or decrease the number of directors; provided, that no decrease in number shall have the effect of shortening the term of any incumbent or reducing the number of directors to less than three (3) voting members, or to elect more than seven (7) voting members. Each such director shall hold office for the term for which he/she is elected and until his/her successor shall have been elected to serve a term of three years, except those elected to fill a vacancy left by a former director. If and when additional positions on the board are created, the terms should be set to rotate directors in different years so far as may be feasible (i.e. to keep the director turnover in any one year as low as practical). Director terms may initially be less than three years to allow better rotation (i.e. Director #1 elected for a one year term and subsequent terms would be three years). 3.3 Board Composition. The board shall at all times contain individuals who are current participants and members of the corporation. Director positions may be numbered to help determine term rotation. 3.4 Election and Term. The director positions that require filling (i.e Director has served three year term) shall be elected by the membership (majority vote of a quorum) to the Board of Directors at each annual meeting, to hold office until the expiration of the new three year term. The Board of Directors also has power to elect (majority vote of a quorum) new Directors if necessary due to unexpected conditions or needs. Any director elected by the board shall stand for election by the members at the next annual meeting for the remainder of the specified term for such position. The Secretary will keep records on the terms and schedule of rotation of Directors. Directors may continue to serve past the term elected if necessary to retain the minimum three (3) members. 3.5 Removal. Any director or officer may be removed from there position with or without cause by a two-thirds (2/3) vote of the Directors. However, this shall not be allowed if the current number of Directors is less than four (<4). Directors may also be removed by a two-thirds (2/3) vote of the current Membership. 3.6 Committees. The Board or Membership may appoint Committees as needed for special requirements. A Committee must be approved by a majority vote of a quorum for the respective group. ARTICLE 4: MEETINGS OF THE MEMBERS AND BOARD OF DIRECTORS 4.1 Annual Meeting. The annual meeting of the Board of Directors and Members generally will be held in the month of December on a day set by the Board. 4.2 Special Meetings. Special meetings of the Members or Board of Directors may be held at any place and time, whenever called by the President or by any majority of current directors or current Membership. 4.3 Notice of Meetings. Notice of the time and place of any meeting of the Members or Board shall be required. Notice of the time and place of any special meeting of the Members or Board of Directors shall be given by the Secretary, or by the person or persons calling the meeting, by mail, telephone, personal communication or e-mail at least three (3) days prior to the date on which the meeting is to be held. 4.4 Quorum. A majority of the duly elected Board of Directors at the time of the board meeting shall constitute a quorum for the transaction of business unless stated otherwise. The Members in good standing who are present at the Annual Business Meeting shall constitute a quorum for electing Directors. The act of the majority of the members or directors present at a meeting at which a quorum is present shall be the act of the Membership or Board of Directors. At any meeting of the Board of Directors at which a quorum is present, any business may be transacted and the board may exercise all of its powers. ARTICLE 5: EXEMPTION REQUIREMENTS 5.1 No part of the net earnings of the corporation shall inure to the benefit of or be distributable to its members, directors, officers or other private persons; except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of IRS Section 501C(3) purposes. No substantial part of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. 5.2 Finances. To ensure that financial support to organizations and activities exempt under IRS 501c(3) the corporation will follow these guidelines: · Corporation funds will be placed in bank account(s) accessible by selected Officers. · The Board may request a Treasurer report on financial matters at any time for review or audit. · Treasurer will prepare an annual report for members at the annual meeting. · Organizations soliciting funds must apply for funds and indicate purpose for funds. · The Board will vote on specific donations (a majority of a quorum is needed). Organizations receiving donation funds must be used for one or more of the following activities: ¨ The instruction or training of individuals for the purpose of improving or developing their capabilities or the instruction of the public on subjects useful to individuals and beneficial to the community. ¨ Other 501c(3) organizations. ¨ The relief of the poor, the distressed or the underprivileged. ¨ Erection or maintenance of public structures, monuments, trails, works. ¨ Combating community deterioration and juvenile delinquency. ARTICLES 6: INDEMNIFICATION OF DIRECTORS, OFFICERS AND MEMBERS 6.1 The corporation shall indemnify any Director, Officer, Member or agent of the corporation to the full extent required and allowed by Oregon Law. 6.2 The corporation may pay for or reimburse reasonable expenses incurred by a person who is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative if such party furnishes the corporation a written affirmation of their good faith belief that he or she acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful, and the party furnishes the corporation a written undertaking, executed personally or on the party's behalf, to repay the advance if it is ultimately determined that said party did not meet such standard of conduct. ARTICLE 7: OFFICERS 7.1 Officers. The officers of the corporation shall be a President, a Vice President, a Secretary, a Treasurer (each of whom is a member of the Board of Directors of the corporation). Each officer shall be annually elected (generally within 30 days of the annual meeting) by the Board of Directors and shall serve until his/her successor is duly elected and qualified. Any two or more offices may be held by the same person, except the offices of President and Secretary. In addition to the powers and duties specified below, the officers shall have powers and perform such duties as the Board of Directors may prescribe. 7.2 Tenure. The officers of the corporation shall hold office until their successors are chosen and qualify in their stead. If the office of any of the officers becomes vacant for any reason, the vacancy shall be elected by a quorum of the Board of Directors. 7.3 President. The president shall be the chief executive officer of the corporation; the president shall preside at all meetings of the directors; he shall supervise management of the business of the corporation, and shall see that all orders and resolutions of the Board are carried into effect. The president shall execute deeds, leases, promissory notes, bonds, mortgages and other contracts or documents requiring a seal, under the seal of the corporation, except where required by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation. 7.4 Vice President. In the absence or disability of the president, the vice president, shall perform the duties and exercise the powers of the president, and other duties as the Board of Directors shall prescribe. 7.5 Secretary. The secretary shall attend all sessions of the Board of Directors and record the minutes of all proceedings, and shall perform like duties for any committee when required. The secretary shall give, or cause to be given, notice of all meetings, of the Board of Directors and the Membership and shall perform such other duties as may be prescribed by the Board of Directors or the president, under whose supervision he(she) shall be. 7.6 Treasurer. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all money and other valuable effects in the name and to the credit of the corporation, in such depositories as may be designated by the Board of Directors. The treasurer or designated assistants, shall disburse the funds of the corporation when proper to do so, taking proper vouchers for such disbursements, and shall render to the president and directors, at the regular meetings of the board, or whenever they may require it, an account of all his transactions as treasurer and of the financial condition of the corporation. Annually, in accordance with procedures established by the Board, each Committee of the Corporation shall report to the Board its planned budget for the coming fiscal year, and the Board shall authorize expenditures which are consistent with committee recommendations and policies adopted by the Board. ARTICLE 8: ADMINISTRATIVE AND FINANCIAL PROVISIONS 8.1 Fiscal Year. The fiscal year of the corporation shall be the period from January 1 to and including the following December 31. 8.2 Loans Prohibited. No loans shall be made by the corporation to any officer, director or member. 8.3 Books and Records. The corporation shall keep current and complete books and records of account and minutes of the proceedings of its Board of Directors and membership meetings having any of the authority of the Board of Directors or membership meeting. 8.4 Amendment of Bylaws. These Bylaws may be altered, amended, or repealed by the affirmative vote of a majority of the Members at any annual meeting of the Membership or majority vote of the current directors. 8.5 Annual Report and Review. An Annual Treasurer’s Report (Financial Review) shall be required. A copy shall be made available for inspection by the public. 8.6 Committee Structure. Committees of the Corporation may establish such Committee structure and governance as shall be acceptable to such committee, and consistent with Board policies. 8.7 Authorized signatories on Corporate Accounts and Investments. The Board shall establish by resolution authorized signatories for the transacting of business on all corporate accounts, stock powers and investments. 8.8 Rules of Procedure. The rules of procedure at meetings of the Board of Directors of the corporation shall be the rules contained in Robert's Rules of Order on Parliamentary Procedure, as amended, or other recognized parliamentary rules, so far as applicable and when not inconsistent with these Bylaws, the Articles of Incorporation, or any resolution of the Board of Directors. 8.9 Dissolution. Upon dissolution of this corporation, assets shall be distributed for one or more exempt purposes within the meaning of IRS Section 501c(3) (I.e. charitable, educational, religious, or scientific, or corresponding section of any future tax code; or shall be distributed to the Federal Government, State or Local Government for a public purpose. APPROVED by the Board of Directors the Date Included. _________________________________________ Date ______________________ (Name) ________________________________________ Date ______________________ (Name) _________________________________________ Date ______________________ (Name) _________________________________________ Date ______________________ (Name) _________________________________________ Date ______________________ (Name) _________________________________________ Date ______________________ (Name) _________________________________________ Date ______________________ (Name)
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