Bylaws

THE BYLAWS OF THE AMERICAN TRAKEHNER FOUNDATION, INC. A STATE OF OHIO NON-PROFIT CORPORATION

ARTICLE I. Name, Location, Purpose and Corporate Seal

§ 1. The name of this Corporation shall be the “American Trakehner Foundation, Inc.” [“the Foundation”], and it shall be operated and conducted as a non-profit corporation in accordance with the Certificate of Incorporation issued by the State of Ohio, Secretary of State J. Kenneth Blackwell, on the 22nd day of March, 2002, Document ID 200208102730, and adopted by the Incorporators of the Foundation on the 22nd day of June, 2002, as amended, all in accordance with the laws of the State of Ohio.

§ 2. The Foundation’s principal place of business shall be in Licking County, Ohio, but the business of the Foundation may be carried on at any place convenient to such Trustees who are conducting the business of the Foundation. The principal place of business may be changed by a majority vote of the Board of Trustees [“the Board”].

§ 3. The Foundation is organized for charitable and educational purposes under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under said section. The specific purposes of the Foundation shall be to promote the Trakehner horse of East Prussian origin primarily through education and the fostering of national and international amateur equestrian sports competition, including the making of grants to individuals and organizations on a true charitable basis and in furtherance of the stated purposes.

§ 4. The Foundation shall not engage in any activities not permitted to be carried on

a) by a corporation exempt from federal income tax under Section 501(c) (3) of the Internal Revenue Code, or
b) by a corporation, the contributions to which are deductible under Section 170(c) (2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

§ 5. The seal of the Foundation shall be in a form impressed as follows: The seal or such facsimiles thereof as may be authorized by the Board shall be under the general custody of the Secretary, who may deliver physical custody of the same to such trustees or officers as may be necessary to conduct the Foundation's business.

ARTICLE II. Membership

§ 1.Persons may become Members:

a) by invitation, upon a majority vote of the trustees and Members; or
if they have served as trustees in good standing commencing with the end of their terms as trustees.

§ 2. Membership shall be limited to a total of twenty-one, including Members and trustees. When the number of trustees and Members is about to become twenty-two, the longest serving Member(s) shall retire.

§ 3. A Member may be removed for cause by a majority vote of the Members and trustees.

§ 4. Subject to §2 and §3, Members may remain Members for as long as they wish.

ARTICLE III. Board of Trustees

§ 1. The Board shall be responsible for the strategic direction of the Foundation in accordance with the stated purposes of the Foundation; manage the business of the Foundation in a professional manner, including the hiring of outside experts and professionals as appropriate; and, except as stated herein, shall have all the power, authority, responsibility, and obligations given the board of directors of a nonprofit corporation under the laws of the State of Ohio.

§ 2. There shall be nine seats on the Board, including four Officer-Trustees and five Trustees [referred to collectively as “trustees”].

§ 3. Each trustee shall have one vote in conducting the business of the Foundation.

§ 4. The trustees shall be elected by the Members and trustees to succeed those whose terms are expiring and to fill vacancies on the Board. Except for Officer-Trustees, trustees may not succeed themselves as Trustees. All Trustees must wait one year after their terms as Trustees expire before being reelected as Trustees.

§ 5. The terms of office of the trustees shall be three years, and their terms shall begin upon election and end at the time of the Annual Meeting of the Foundation. For Trustees not elected at the Annual Meeting, the year of the Annual Meeting at which their terms end shall be designated by the Board prior to the time of the election in a manner that facilitates the staggering of terms of the Trustees and so that no term exceeds three years.

§ 6. The Officer-Trustees shall include the President, Vice-President, Secretary, and Treasurer. The duties of the Officer-Trustees are as follows:

a) The President shall preside at all regular and special meetings of the Foundation and act as the Chief Executive Officer (as generally defined in American business) of the Foundation and as the Chair of the Fundraising Committee (the Committee).
b) The Vice President shall act as the Chief Operating Officer (as generally defined in American business) of the Foundation and act as the President of the Foundation in the absence of the President. In the event of a vacancy occurring in the office of the President, the Vice President shall assume the duties of President as prescribed in this Article III until the next meeting of the Board.
c) The Secretary shall act as the Secretary (as generally defined in American business) of the Foundation, shall keep the minutes of all meetings of the Board, summarize the Members Meeting, and keep custody of all meeting records and such other property as is entrusted to him/her. The Secretary shall deliver to the successor Secretary within one month after the Secretary's term expires all Foundation property in the retiring Secretary's possession.
d) The Treasurer shall act as the Chief Financial Officer (as generally defined in American business) of the Foundation. A retiring Treasurer shall deliver all records to the successor Treasurer within one month of the exiting Treasurer’s departure from office with a supplement from the last quarterly report to the time of leaving office.

§ 7. Officer-Trustees shall be elected from the Board by the trustees.

§ 8. The term of office for Officer-Trustees shall be three years. For Officer Trustees not elected at the Annual Meeting, the year of the Annual Meeting at which their terms end shall be designated by the Board prior to the time of the election in a manner that facilitates the staggering of terms of the Officer Trustees and so that no term exceeds three years. Except that, the term of the Secretary and of the Vice President beginning at the 2007 Annual Meeting of the Foundation shall be two years in order to implement a staggering of the terms of the Officer-Trustees. There is no limit to the number of successive terms a trustee may serve as an Officer-Trustee; however, the Board may limit the number of successive terms that any trustee serves in the same position.

§ 9. A trustee may be removed from office for cause by a majority vote of the Trustees and Members.

§ 10. All trustees shall serve without remuneration.

ARTICLE IV. Committees

§ 1. The Board may create committees as needed.

§ 2. All committees shall consist of a Chair who is either a Trustee or a Member and one or more individuals. Committee Chairs will be appointed by the Board. Committee Chairs will select individuals to serve on their committees.

§ 3. When requested, Committee Chairs shall report at meetings of the Board.

§ 4. The Fundraising Committee shall be a standing committee composed of seven individuals. The Chair of the Fundraising Committee shall be the President and the Vice-Chair shall be a Member elected by the Members. The committee shall be composed of three trustees and two members in addition to the Chair and Vice Chair.

ARTICLE V. Meetings

§ 1. There shall be one Board Meeting a year [“annual Board Meeting”] in which the Board physically meets. The date and time of this Meeting shall be communicated to all involved at least one month before the scheduled time and place of the meeting.

§ 2. Additional or interim meetings of the Board may be called by the Chair, by resolution of the Board, or upon a written request of one-third of the trustees. Notice of all meetings must be provided to all trustees by postal mail, email, telephone, or other reasonable means. Except in emergency situations, such meetings to be conducted as physical meetings must be called upon at least two weeks’ notice and meetings to be conducted by teleconference must be called upon at least one week’s notice. Meetings conducted by email have no notice requirement and may proceed when all trustees have been given notice and a quorum has responded affirming their attendance.

§ 3. There shall be one Members Meeting a year [“annual Members Meeting”] in which the trustees and Members physically meet. All trustees and Members must be notified at least one month in advance of the scheduled time and place of this meeting. The purposes of the meeting are to make a general review of the prior year and of the prior Board meeting, remove any Members for cause, elect trustees to fill any vacancies, nominate prospective Members, modify the Bylaws, and take any other appropriate actions. Notwithstanding the previous sentence, any stated purpose or other appropriate action may be carried out at any meeting of the trustees and Members conducted in accordance with these Bylaws, regardless of the time of the meeting and whether the meeting is conducted as a physical or electronic meeting.

§ 4. Additional or interim Members Meetings may be called by the Chair, by resolution of the Board, or upon a written request of one-third of the trustees and Members. Notice of all meetings must be provided to all Members and trustees by postal mail, email, telephone, or other reasonable means. Except in emergency situations, such meetings to be conducted as physical meetings must be called upon at least two weeks’ notice. and meetings to be conducted by teleconference must be called upon at least one week’s notice. Meetings conducted by email have no notice requirement and may proceed when all trustees and Members have been given notice and a quorum has responded affirming their attendance.

§ 5. Committees may hold meetings at the discretion of their members.

§ 6. Except for the Annual Meetings of the Board and the Members, all meetings of the Board, Members, and committees may be held as physical meetings, requiring the actual attendance of each participant, or as electronic meetings. Electronic meetings are email or telephone meetings in which all participants:

a) are addressed and included in all correspondence and, where possible, in the telephone conversation(s);
b) vote upon and receive the results of all motions;
c) confirm the receipt of any reports; and
d) subsequently receive a copy of the minutes of the meetings as if the meetings were physical meetings.

§ 7. For all meetings of the Board and of the Members, the Secretary shall take minutes and circulate them as soon as practicable to the trustees, and to the Members for Members meetings, and in no case later than two months after the meeting.

ARTICLE VI. Quorum

A majority of the Trustees at any meeting shall constitute a quorum for a Board meeting. A quorum for a Members meeting shall consist of a majority of Trustees and those Members who are present at any Members meeting. A majority of members of any committee shall constitute a quorum for that meeting.

ARTICLE VII. Fiscal Year

The Fiscal Year shall be January 1 to December 31.

ARTICLE VIII. Parliamentary Procedures

The latest edition of Roberts' Rules of Order, Newly Revised shall govern parliamentary procedures at meetings of the Board, Members meetings, and meetings of any committees.

ARTICLE IX. Dissolution

Upon termination, dissolution, or winding up of the Foundation in any manner for any reason, voluntary or involuntary, its assets, if any, remaining after the payment or provisions for payment of all liabilities of the Foundation, shall be distributed to, and only to, one or more organizations described under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code. Dissolution shall be made in the county and state in which the Foundation has its principal place of business.

ARTICLE X. Amendments

These Bylaws may be amended by a two-thirds majority vote of Members and Trustees at any Members Meeting at which a quorum participates and for which notice has been given to all Trustees and Members.

ARTICLE XI. Indemnification

§1. The Foundation shall indemnify each person who is or was a Trustee, Officer-Trustee, employee, or committee member of the Foundation (including heirs, legal representatives or the estate of any such persons), or who is or was serving at the written request of the Foundation as a trustee, officer, employee, or agent of another corporation or association, partnership, joint venture, trust, or other enterprise, as to any act or omission taken in his or her official capacity as trustee, officer, employee, or agent of the Foundation or of such other organization as described above to the full extent permitted by the Ohio Revised Code, or any successor provisions of the laws of the State of Ohio. This indemnification shall include, without limitation, reasonable expenses, attorneys’ fees, judgments, fines, and settlements incurred as a result of civil, criminal, administrative, or investigative actions and proceedings, except actions brought by or in right of the Foundation itself, provided that the individual acted in good faith and in a manner which he or she believed was in, or not opposed to, the best interests of the Foundation.

§2. The indemnification set forth in section 1 above shall apply to criminal proceedings only if the individual has no reason to believe that his or her conduct was unlawful. The adverse termination of an action or proceeding does not create the presumption that the individual lacked good faith or was behaving illegally. Such indemnification shall be made only in accordance with the laws of the State of Ohio and subject to the conditions prescribed herein. The amount of indemnification shall be determined in the manner prescribed by the Ohio Revised Code Annotated. This indemnification obligation of the Foundation set forth herein shall not be deemed exclusive of any other rights, in respect of indemnification or otherwise, to which any party may be entitled under any other bylaw provision or resolution approved by the Members in accordance with the Ohio Revised Code Annotated.

§3. The Foundation may purchase and maintain insurance at its expense, to protect itself and any of its Trustees, Officer-Trustees, employees, committee members, or agents against any such liability, cost, payment or expense as described above whether or not the Foundation would have the power to indemnify such person against such liability (including heirs, legal representatives or the estate of any such persons), and to similarly protect those individuals who are or were serving at the written request of the Foundation as a trustee, officer, employee or agent of another corporation or association, partnership, joint venture, trust, or other enterprise, as to any act or omission taken in his or her official capacity as trustee, officer, employee or agent of the Foundation or of such other organization as described above to the full extent permitted by the Ohio Revised Code, or any successor provisions of the laws of the State of Ohio. This indemnification shall include, without limitation, reasonable expenses, attorneys’ fees, judgments, fines, and settlements incurred as a result of civil, criminal, administrative, or investigative actions and proceedings, except actions brought by or in right of the Foundation itself, provided that the individual acted in good faith and in a manner which he/she believed was in, or not opposed to, the best interests of the Foundation.