Article I

NAME

This organization shall be known as the Shenandoah Valley Riding Club, Inc., and shall be a non-profit organization; referred to as SVRC in this document.

Article II

OBJECTS AND PURPOSES

The object and purpose of this Club shall be to bring together all citizens who are interested in securing acreage to build a Club House, Horse Show Ring, Picnic Grounds and a Recreation Field in this community, as conditions and circumstances may warrant.

SECTION A.: PURPOSE: SVRC is organized for promoting horsemanship and sportsmanship in all activities relating to horses, and in the uniting of all those whose interest is enjoying a mutual fellowship among others. SVRC will also collect, record, and preserve the exhibition and award records of its members and coordinate fun, family oriented activities. To raise funds to provide for any and all activities necessary to further the purposes for which SVRC exists.

SECTION B: OPERATION: SVRC is at all times to be operated and conducted as a non-profit corporation in accordance with the laws of the State of Ohio, providing for such organizations and by which it shall acquire all such rights granted to associations of this kind.

SECTION C: LOCATION: SVRC’s principle location is: 56095 Marietta Road, Pleasant City, Ohio 43772.

SECTION D: FISCAL YEAR: The fiscal year of the Corporation will start on January 1st of each year and end at midnight on December 31st of that same year.

SECTION E: INDEMNIFICATION: SVRC shall indemnify and hold harmless any officers of SVRC, their personal representative against legal expenses, judgment and heirs, and expenses of settlement which SVRC previously approves, actually and reasonably incurred in connection with an actual or threatened legal proceedings, if such person acted legally, in good faith, and was duly authorized to act on behalf of SVRC in the transaction from which the legal liability arose, which was official SVRC business (except in relation to matters as to which he/she shall have been guilty of negligence or misconduct in respect to the matter in which indemnity is sought). To preserve this right of indemnity, such person shall immediately notify SVRC of such actual or threatened litigation, whereupon SVRC shall have the right to direct defense thereof, including, but not limited to selection of counsel and direction of settlement negotiations. Directors, Officers, and other persons specified in Section 1702.12(E) of the Ohio Revised Code shall be indemnified to the full extent and in the manner specified in Section 1702.12(E).

Article III

MEMBERSHIP

SECTION A: Membership of this club shall consist of Citizens who are interested in the objects and purposes of this Club. Membership in the SVRC is open to any person regardless of race, creed, gender, age, or national origin, having a genuine interest in horses. All new members shall receive a copy of the by-laws.

The Membership Committee of this club shall propose candidates for membership; and it shall require a majority vote to elect such candidate to membership.

SECTION B: The dues of this Club shall be $5.00 for single or $10 for family membership per year due January 1. Family consists of immediate family members with children 18 years and under or still in high school and living at home.

SECTION C: In all matters governed by the vote of the members, each member eighteen (18) years old and over, in good standing shall be entitled to one vote. For voting purposes, "member in good standing" is defined as one having paid dues for the current year, and who has not been suspended and has attended at least two meetings.

SECTION D: Any member one month in arrears in dues is in bad standing and shall not be permitted to vote at any meeting or enjoy any membership privileges. Any member three months in arrears shall stand suspended by the club.

SECTION E: Membership extends the opportunity to serve on various committees and thus have a say in the conduction of the shows, the selection and presentation of awards, and to be party to the inner workings of the Corporation.

SECTION F: Members in good standing are permitted to use the SVRC Show Grounds and Arena at any time, with the exception of the day before and day of a scheduled event.

Section G: Each club member is encouraged to work at least 2 hours a year. Further, club members must attend two meetings a year to qualify for any points awarded for any club competition. Parents may work towards their children’s 2-hour requirement.

Article IV

OFFICERS

The Officers of this Club shall consist of a President, Vice-President, Recording Secretary, Treasurer and Three Trustees or more. Robert's Rules of Order will be observed.

The nominations and election of officers shall take place at the regular meeting in January. The Officers shall hold office for the period of one year, unless removed for cause, or until their successors are fully elected and installed.

Voting for officers shall be by ballot or role call and shall require a majority of votes cast to elect.

Officers shall not hold the same office for more than two consecutive years and must be absent from that office for a period of two years before they can be re-elected to that office.

Only members who have been in continuous good standing for one year immediately preceding the election shall be eligible for office in this club.

Upon the death, resignation or removal for cause of any officer, it shall be the duty of the President or presiding officer at the next regular meeting to order an election to fill such vacancy.

Article V

DUTIES OF OFFICERS

PRESIDENT: It shall be the duty of the President to preside at all the meetings of the club, to preserve order during the meeting, to appoint all necessary non-elective committee, and to serve as chairman of the executive board of the club.

VICE PRESIDENT: It shall be the duty of the Vice President to perform the duties of the President in his absence, to preside when called upon to do so by the President and to help the President to keep order in the meetings of the club.

RECORDING SECRETARY: It shall be the duty of the Recording Secretary to keep a correct record of all proceedings of the Club, to read the minutes of the preceding meeting, to conduct all correspondence of this office, and perform such duties as the club shall assign and to call all meetings to order, and call for nominations for a temporary chairman (Trustee), in the absence of the President and Vice President. The Recording Secretary shall also maintain attendance records for all meetings.

TREASURER: It shall be the duty of the Treasurer to receive all money from dues, initiation fees, reinstatement fees and other sources. To deposit all funds in the bank in the name of the club, to keep a correct account of all money received and expenditure; to make financial statement quarterly; to pay all bills ordered by the club and to submit the financial books to the Trustees for audit when called up to do so.

TRUSTEES: It shall be the duty of the Trustees to have in charge all the property of the club, to see that all funds of the Club are placed in a bank in accordance with the constitution and by-laws, and to audit the books of the Treasurer and report findings on same to the club.

Article VI

COMMITTEES

This club shall have the following Standing Committees; such other committees as may be necessary shall be elected or appointed in the manner provided by this constitution and by-laws. All committees shall serve for one year unless their work is completed sooner.

Membership committee -- in charge of keeping an up to date list of new members

Grounds committee -- in charge of arena / property (footing, barrel setters

Food stand (refreshment) committee -- in charge of concession stand

Show committee -- in charge of announcers, timekeepers, entry booth, show bills, and point tabulation

Article VII

EXECUTIVE BOARD

The Officers and the Chairman of the standing committees shall constitute the executive board of this club. The executive board shall be authorized and empowered to take such action and render such decisions as may be necessary to carry out fully and absolutely all provisions contained in the constitution and By-Laws, and it shall be authorized and empowered to take such further actions and render further decisions between meetings as may become necessary to safeguard and promote the best interests of the Club.

Article VIII

AMENDMENTS

This Constitution may be amended by two-thirds vote at any regular meeting of the club, provided the amendment to be voted on has been presented in writing and read at the previous regular meeting. Anyone who seconds a motion to amend must have attended the previous meeting. By-Laws and Rules of Order

Article IX

MEETINGS

SECTION 1:

During the show season,( May through October), the meetings shall be held from 5pm till 6pm the night of the regularly scheduled SVRC show. November through April, the meetings shall be held on Sunday afternoon, 2:00pm at the SVRC Club House.

SECTION 2:

Special meetings of the Club may be called at any time by the president or upon request of 7 members in good standing. All special meetings shall clearly state the purpose for which the meeting is called, and no other business shall be transacted at this meeting.

SECTION 3: The Recording Secretary shall notify all members, by mail of any special meeting and the purpose for which it is called, at least three days before the date set therefore.

SECTION 4: Seven members shall constitute a quorum at any regular meeting. Or seven members consisting of at least 2 officers and 1 trustee would constitute a quorum for any special meeting.

SECTION 5: Members must attend at least 2 meetings a year to remain in good standing. The secretary at the meetings shall be responsible for attendance.

Article X

RULES OF ORDER

1. The use of profane language during the meeting is prohibited.

2. No member shall be allowed in the meeting in an intoxicated manner.

3. No member shall interrupt a debate, except on a question of personal privilege, or of information.

4. The Club shall have the power to declare further rules of order which will tend to safeguard and promote the best interest of the meetings.

5. Any conversation by whispering or otherwise, which is disturbing a member while speaking, or hinder the transaction of business, shall be deemed a violation of the rules of order.

6. Any member violating any of the rules of order of this Club shall be deemed guilty of disorder, and no penalty imposed can be remitted except upon a two-third vote of members present.

7. When a question has been decided, it can be reconsidered only by two-thirds vote of those present, and a motion to reconsider must be made and seconded by two members who voted with the majority when the motion was passed.

8. Honorary Members shall have the same privilege as a dues paying except they shall not be allowed to hold office, make motions, or discuss same, or vote on any motion.

9. On a motion, the regular order of business may be suspended by a two-thirds vote of the members present at anytime to dispose of urgent business and shall be decided without debate.

10. The presiding Officer shall not speak on any subject, unless he or she retired from the chair, except on points of order, and in case of a tie vote he or she shall have the deciding vote.

11. When a question is postponed indefinitely, it shall not come up again except by two-thirds vote.

12. A motion to adjourn shall always be in order, except when a member has the floor, or when the members are voting.

13. The order of Business of Regular Meetings shall be:

Opening – all members are to sign in on attendance sheet

Roll Call of Officers and Members

Reading of the minutes of the previous meeting

Treasurers financial report

Communications and bills

Report of the membership committee

Voting on applications for membership

Initiation of candidates

Reports of standing committees

Reports of Officers

Unfinished Business

New Business

Closing

14. This By-Laws and Rules of order may be amended by two-thirds vote at any regular meeting of the Club, provided the amendment to be voted on has been presented in writing and read at the previous regular meeting. Anyone who seconds a motion to amend must have attended the previous meeting of the club.

15. All questions of parliamentary nature not determined by these rules shall be decided by Robert's Rules Of Order.

CONSTITUTION AND BY-LAWS

of the SHENANDOAH VALLEY RIDING CLUB