(hereinafter called the "SWDC
Purpose, Membership, and Voting
1.1. Purpose. The purpose of the SWDC is to maintain an
administrative structure for qualification and awards for the annual SWDC
championships (the Championships), encourage competition, ensure a
first-rate championship show and manage funds to fulfill this purpose.
Section 1.2. Membership. There shall be no members of the
SWDC; however, voting privileges shall be afforded to anyone attending an
annual or special meeting and also to those persons who are entitled to
vote by proxy pursuant to Section 1.7 hereof.
Section 1.3. Annual Meeting. An annual meeting for the
election of the Chairman of the Board (the Chairman) and the transaction
of such other business as may properly come before such meeting shall be
held at such time, on such date and in such place as may be specified by
the Board. Absent unusual circumstances, the annual meeting of the SWDC
will be held in conjunction with the SWDC Championship show.
Section 1.4. Special Meetings.
(a) Special meetings be called at any time and place for any purpose
or purposes by the Chairman.
(b) No business shall be considered and voted upon at a special meeting
unless such business was included in the purpose or purposes set forth in
the notice of the meeting and the notice was published in accordance with
Section 1.8 of these Bylaws.
Section 1.5. Organization of Meetings. At all meetings of
the SWDC, the Chairman shall act as chairman of the meeting; and the
Treasurer or, if the Treasurer is unavailable, any person appointed by the
Chairman of the meeting shall act as secretary of the meeting and keep the
minutes of the meeting.
Section 1.6 Voting. Each individual who attends an annual or
special meeting shall be entitled to one vote on each item as to which a
vote is required. Unless otherwise set forth in these by-laws, the only
matters that may be voted upon at an annual or special meeting are the
election of the Chairman, a amendment to a substantive provision of the
Rules or Regulations (as contrasted with an administrative provision,
which may be amended by the Board of Directors from time to time without a
vote, an annual or special meeting) and an amendment to these by-laws.
Section 1.7. Voting by Proxy. Except as provided in Section 2.5
of these By-Laws (or any other provision of these By-Laws that may be
adopted in the future relating to the removal of the Chairman), in the
event an individual cannot attend an annual or special meeting, she may
submit a written proxy indicating the vote she wishes to cast on the
matter(s) to be voted upon at the meeting or appointing an individual who
will attend the meeting in person to vote in her place if and only if (a)
she represents a horse show that is a qualifying competition for the SWDC
Championships (with only one vote allowed per horse show), or (b) she has
ridden in a qualifying class for the current years Championship (or, if
the vote is to be taken prior to May 1 of any year, in a qualifying class
for the prior years Championships). No other individuals may vote by
proxy at any annual or special meeting.
Section 1.8. Notices of Meetings. Notices of annual or special
meetings must be published in the Region 9 newsletter or similar
publication at least 60 days prior to the date of the meeting and must
include all items to be voted upon at the meeting. Any item that is not
included in the notice of the meeting will not be considered to have been
properly brought before the meeting and may not be voted upon at the
meeting. Any vote purported to have been taken on a matter not included
in a notice given in accordance with this Section 1.8 shall have no force
or effect whatsoever.
Section 1.9. Inclusion of Items in Notice. Any individual wishing
to include an item in the notice for an annual or special meeting shall
submit the proposal in writing to the Rules and Bylaws Chairman at least
90 days prior to the date of the meeting. If the item is a proper subject
for a vote under these bylaws, it will be included in the notice and
submitted to a vote at the meeting.
Section 1.10. Vote Required. A plurality vote shall be required
to elect the Chairman. Any proposed amendment to the Bylaws or the Rules
and Regulations shall require the affirmative vote of at least two-thirds
of the individuals present in person or by proxy at a meeting called for
Section 1.11. Effective Date of Rule Change. All rules
changes adopted in accordance with these Bylaws, other than extraordinary
rule changes described in Section 1.12 below, will become effective as of
the qualifying year immediately following the year in which they were
Section 1.12. Extraordinary Rule Changes. (a) Once the
qualifying year has begun, the rules for the current Championship
qualifying year may not be changed except through an Extraordinary Rule
Change. (b) A Rule change approved in accordance with Sections 1.6,
1.7, 1.8, 1.9, and 1.10 of these Bylaws may be deemed an Extraordinary
Rule Change if it is determined by the Board that any further delay of a
given rule change proposal would create a severe hardship or create or
continue a gross unfairness to the SWDC, its members or their horses,
and/or its recognized competitions or is determined by the Board to be a
matter of health and safety to the horses and riders. (c)
Extraordinary Rule Changes shall be effective as specified by the Board of
Directors and if not specified shall be effective immediately upon
Board of Directors
Section 2.1. General Powers. Subject to the provisions of
law, all the corporate powers shall be vested in, and the business and
affairs of the SWDC shall be managed by, or under the direction of, the
Board of Directors.
Section 2.2. Number. The number of directors shall be as
determined, from time to time, by the Chairman.
Section 2.3. Nomination, Election, and Term of Office.
(a) Nominations of individuals for election as Chairman shall be
made by the Board of Directors or by an individual entitled to vote on the
matter in the manner prescribed by Section 1.6 of these bylaws..
(b) The Chairman shall be elected annually by plurality vote, at the
annual meeting of the SWDC. All other members of the Board shall be
chosen by the Chairman, except that a representative of show management of
the Championship Show for the relevant year shall automatically be a
member of the Board for the year in which that Championship Show is to be
(c) Each member of the Board of Directors shall serve until all of
the duties relating to the Championship show for which he or she was
elected have been discharged, even if a new Chairman or other new member(s)
of the board have been elected or appointed for the next Championship
Section 2.4. Resignation. Any director may resign at any
time by delivering a written resignation to the Chairman of the Board.
Unless otherwise specified therein, such resignation shall take effect
upon receipt thereof.
Section 2.5. Removal of the Chairman. The Chairman may be
removed from office for just cause only at a special meeting of the
members called for that purpose, the notice of which meeting shall be
given in accordance with Section 1.7 of these By-Laws and which shall
include, in sufficient detail, a description of the grounds on which
removal of the Chairman is proposed and the name of the individual
proposed to be elected as Chairman in the event the existing Chairman is
removed. Removal of the Chairman shall require the vote of two-thirds of
the members present at the meeting in person, and no voting by proxy shall
be permitted on any vote regarding the removal of the Chairman. At any
special meeting called for the purpose of removing the Chairman, the
Chairman sought to be removed shall be given ample opportunity to present
her position and reasons why she opposes removal, including testimony of
any other persons, presentation of documents and other steps reasonably
designed to present relevant information on the issue to the members
Section 3.1. Annual Meeting of the Board. In conjunction
with the annual meeting of the SWDC, the Board of Directors shall meet for
the purposes of organization, the election of officers, and the
transaction of other business. Such meeting may be held on such other
date, and at such time and in such place, as shall be specified by the
Chairman. Other meetings of the Board of Directors shall be held from
time to time in the discretion of the Chairman.
Section 3.2. Quorum. The presence at any meeting of the
Board of Directors of a majority of the members in office at the time of
the meeting of the Board of Directors shall constitute a quorum for the
transaction of business.
Section 3.3. Use of Conference Telephone. Directors may
participate in and hold a meeting of the Board of Directors by means of
conference telephone or similar communications equipment, provided that
all persons participating in the meeting can hear and communicate with
each other. Such participation shall constitute presence in person at
such meeting, except where a person participates in the meeting for the
express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.
Section 3.4. Voting. Except as otherwise required by law,
the act of a majority of the directors present at a meeting or adjourned
meeting of the Board of Directors at which a quorum is present shall be
the act of the Board of Directors.
Section 3.5. Waiver of Notice. Notice of any meeting of the Board
of Directors need not be given to any director if such notice is waived by
him or her in writing, either before or after such meeting. Directors
present at a meeting of the Board of Directors shall be deemed to have
received, or to have waived, due notice thereof, except where a director
attends for the express purpose of objecting to the transaction of any
business on the ground that the meeting is not lawfully called or
convened. Any meeting of the Board of Directors shall be a valid and
binding meeting without any notice thereof having been given if all the
directors shall be present thereat.
Section 3.6. Director's Assent. A director who was present or
represented at any meeting of the Board of Directors at which any action
was authorized or taken shall be presumed to have assented to such action
unless such director's dissent there from was either noted in the minutes
of the meeting or filed promptly thereafter with the secretary of the
meeting. Such right to dissent shall not apply to a director who voted in
favor of such action.
Section 3.7. Action by Consent in Writing. Any action which
may be taken at a meeting of the Board of Directors may be taken by a
consent in writing signed by all of the directors. Any such consent may
be signed at any time or times and may be signed in two or more
Section 4.1. Principal Officers.
(a) The principal officers of the SWDC shall be a Chairman of the
Board, a Rules and Bylaws Chairman, an Awards Secretary, a Treasurer and
a Sponsorship Chairman.
(b) The Chairman may leave any of the offices enumerated in
paragraph (a) of this Section vacant, except the offices of Chairman,
Treasurer and Awards Secretary.
Section 4.2. Other Officers. The Chairman may appoint such
other officers and agents at any time as may be necessary for the business
of the SWDC, each of whom shall have such authority and perform such
duties as may be prescribed in these by-laws or by the Board of Directors
from time to time.
Section 4.3. Election, Term of Office and Qualifications.
(a) Except as otherwise provided in these by-laws, the principal
officers of the SWDC shall be elected annually by the Board of Directors
at its annual meeting and shall serve in his or her position until all
duties related to the Championships held in the Championship year for
which he or she was elected, even though new officer(s) may have been
elected for the next Championship year.
(b) Each officer shall also be a director of the SWDC.
Section 4.4. Resignation. Any officer may resign at any time
by delivering a written resignation to the Chairman of the Board. Unless
otherwise specified therein, such resignation shall take effect upon
Section 4.5. Chairman of the Board. The Chairman of the
Board shall preside at all meetings of the SWDC and the Board of
Directors. The Chairman of the Board shall guide the activities and
deliberations of the Board of Directors and endeavor to ensure that the
Board of Directors is adequately informed and duly consulted and functions
effectively in making decisions and carrying out the responsibilities of
the Board of Directors. The Chairman of the Board shall endeavor to
ensure that the Board of Directors receives adequate administrative
support and is properly organized with respect to the structure,
responsibilities, staffing and compensation of principal officers. The
Chairman of the Board shall, working with the other members of the Board
of Directors, seek to ensure that Championships are held annually in
accordance with the Rules and Regulations in effect for each respective
Championship, shall carry out the purposes of the SWDC to the best of
their abilities and shall advise and consult with the officers with regard
to all significant aspects of the business of the SWDC.
Section 4.6. Treasurer. The Treasurer shall have all authority
and perform all duties incident to the office of treasurer of a
corporation, including responsibility for recording income (from
qualification fees and show recognition fees) and expenses (including but
not limited to payments for the ribbons and awards to be given at the
Championships, fees to the Championship show organizer for volunteer
services and calculation and payment of prize money for the
Championships), paying bills, maintaining communication with the financial
institution(s) where the SWDCís
accounts are held and receiving and reconciling periodic statements in
that regard, and periodically reporting to the Chairman and the Board on
the financial condition of the organization. The Treasurer shall have
and exercise all such other powers as from time to time may be assigned by
the Chairman. In addition to these responsibilities, the Treasurer shall
attend all meetings of the Board of Directors and keep the minutes of all
such meetings or shall appoint another member of the Board to do so at any
meeting which the Treasurer cannot attend.