of this corporation shall be the NORWEGIAN FJORD HORSE REGISTRY, INC. (NFHR)
promote genetically pure Norwegian Fjord Horses in North America by:
A. Maintaining a Registry to collect, record, verify, and
preserve the pedigrees of purebred Norwegian Fjord Horses;
B. Educating the membership and general public regarding the
traditional characteristics of the breed (breed standard);
C. Encouraging the use and breeding of the Norwegian Fjord
Horse as a versatile horse for all people to enjoy, ride, drive, and work;
D. Undertaking activities designed to increase public
awareness of the breed and its ability to perform across the full range of
equine disciplines; and,
E. Engaging in such activities necessary to raise funds to
accomplish the stated purposes of the NFHR.
location of the registered office for the NFHR shall be 1713 Whitehill Road,
East Ryegate, VT 05042. The location of the business office for the NFHR shall
be the address of the current Registrar or Executive Director as designated by
the Board of Directors (“Board of Directors” or “Board”).
A. ELIGIBILITY. Membership in the NFHR shall be open to any
person or entity who is interested in the purposes of the Norwegian Fjord Horse
B. MEMBERSHIP. NFHR members are bound by the Bylaws, the Rules
of Registration and Transfers, and any other policies adopted by the NFHR Board
Membership is required in order to
Members receive the official
publication of the NFHR and may participate in membership meetings.
Members 18 years of age and older shall
be eligible to vote in NFHR elections and other matters requiring a vote of the
membership and are eligible to hold office. In the case of a membership held by
an entity, the entity must identify the name of the natural person voting on
All members are eligible to serve on
committees and participate in NFHR programs.
Membership is offered for individuals
(1 vote), entities (1 vote), families (1 vote per adult, 2 votes maximum per
family), and youth under the age of 18 as of January 1st of the
membership year (no vote). Family memberships are available to two (2) or more
persons residing at the same address; youth under the age of 18 may be listed in
family memberships, but are ineligible to vote. The Board of Directors may
establish the rights and privileges of youth members.
Individuals, entities, and families may
select annual or lifetime memberships. Youth memberships are annual. Family
lifetime memberships shall only apply to persons residing at the same address.
Annual dues for all of the membership
categories shall be determined by the Board of Directors no later than the end of
the third calendar quarter prior to the rate becoming effective. Dues will be
considered delinquent if not paid by February 1st of each calendar year.
C. LOSS OF MEMBERSHIP PRIVILEGES
Action. Censure or other disciplinary actions
by an affirmative vote of two-thirds of all the members of the Board of
Directors including termination of membership, may occur upon violation of NFHR
Bylaws, the Rules of Registration and Transfers, or other policies adopted by
the Board of Directors.
Membership.The Board of Directors, by
affirmative vote of two-thirds of all the members of the Board, may terminate a
membership after notice and an opportunity to be heard by the Board.The process
shall be carried out in good faith.
NOTICE.At least fifteen (15) days prior
written notice shall be given to the affected member. Said notice shall state
the reasons for the proposed action, and shall give the member an opportunity
to be heard by the Board, orally or in writing. The notice shall state the date
the proposed action will be considered by the Board of Directors and shall be
sent to the member not less than ten(10) days before the Board of Directors
will consider the proposed action. Written notice of the proposed action shall
be given by certified mail, return receipt requested, and sent to the member's
last known address.
Failure to Pay
Dues. Membership rights are suspended
automatically for any members whose dues have not been paid by February 1st of
the calendar year. Membership shall be reinstated upon payment of dues.
Reinstatement.Upon written request, submitted to the Board of Directors
no sooner than one (1) year after termination of membership, signed by the
former member whose membership has been terminated by the Board of Directors,
the Board of Directors by an affirmative vote of two-thirds of all the members
of the Board, may reinstate a member to membership on such terms as the Board
of Directors may deem appropriate.
Resignation. Any member may resign by filing a written resignation
with the Secretary; however, no refund shall be given. Family memberships shall
remain intact unless all adult members resign.
V. BOARD OF DIRECTORS
A. POWERS OF THE BOARD. The business and affairs of the NFHR
shall be managed by the Board of Directors. The Board shall have the power to:
Hire and fire employee(s) and
Contract for goods and services;
Approve all financial expenditures;
Establish the annual membership fee and
other fees to be assessed from the members as needed;
Conduct the business of the NFHR to
carry out its mission, goals, and objectives;
Enforce the NFHR Bylaws, the Rules of
Registration and Transfers, Ethics Policies, or any other policies adopted by
Conduct the business of the NFHR in
Appoint committees for any purpose, and
to adopt, by a majority vote, the recommendations of any committee;
Assure that the membership has a
reasonable opportunity to comment on any proposed change in the NFHR Bylaws,
and the Rules of Registration and Transfers; and,
Conduct conflict resolution
investigations, litigation, hearings, and appeals of members or elected Board
of Directors, with regard to charges of conflict, misconduct, or violations of
NFHR Bylaws, the Rules of Registration and Transfers, Ethics Policies, and any
other policies adopted by the NFHR. The Board of Directors is authorized to
obtain documents, statements, and other such material or evidence, required by
an investigation, appeal, or hearing. Disciplinary action may result in:
Denial of any or all privileges of a
Removal from office as an elected or
appointed Board member Official;
Refusal or revocation of the
registration of any horse found to be ineligible for registration,
misrepresented,or registered in violation of NFHR rules; and/or,
Publication of disciplinary actions
taken by the Board of Directors.
B. Remuneration. No Director shall receive a salary or compensation for
services rendered to the NFHR. However, a Director may be reimbursed for
actual, authorized business expenses incurred on behalf of the NFHR.
C. NUMBER AND TERMS OF DIRECTORS. The Board of Directors shall
consist of nine (9) members, who serve staggered, three-year terms:
At least three (3) Directors shall be
elected or appointed pursuant to these Bylaws each year;
Directors shall serve their term from
January 1st to December 31st of each year;
Directors may serve two(2) consecutive
full terms of office, and then must stand off the Board for one (1) year before
being elected or appointed to the Board again.
D. QUALIFICATIONS FOR DIRECTORS. An NFHR Director shall (be):
An adult member in good standing and
current on all dues and fees for at least two(2) consecutive years immediately
prior to being a candidate for the Board;
An owner of an NFHR-registered Fjord
Agree to uphold and abide by the
Bylaws, the Rules of Registration and Transfers, Ethics Policies,and any other
policies adopted by the NFHR.
E. VACANCY. A vacancy on the Board of Directors in any office
because of death, resignation, removal, disqualification, or otherwise, shall
be filled by the Board of Directors for the unexpired portion of the term.
F. RESIGNATION. A Director may resign his or her office by
submitting written notice to the President or Secretary.
A. NUMBER. The NFHR Officers must be members of the Board of
Directors and shall be elected by the Board of Directors. They shall include a
President, Vice-President, Secretary, and Treasurer. Other Officers may be
appointed by the Board of Directors as needed. Any two (2) or more offices may
be held by the same person, except the offices of the President and Secretary.
The Board may elect more than one (1) Vice-President.
PRESIDENT. The President, subject to
the direction of the Board, shall supervise and manage all of the business
affairs and property of the NFHR and have general supervision over its
employees and agents. He or she shall, if present, preside at all meetings of
the members. In general, the President shall perform all the duties associated
with the office of President.
VICE PRESIDENT. The Vice President shall preside at all meetings in the
absence of the President. During the absence or disability of the President,
the Vice President, or if there is more than one, the Vice President designated
by the Board as Executive Vice President, shall exercise all the functions of
the President, and when so acting, shall have all the powers of and be subject
to all restrictions applicable to the President. The Vice President shall have
such powers and discharge such duties as may be assigned to him or her from
time to time by the Board of Directors.
SECRETARY. The Secretary shall perform all duties associated with the
office of Secretary and such other duties as are given to him or her by the
Board of Directors as required by applicable statutes and as from time to time
assigned to him or her by the Board of Directors. The Secretary shall:
Record all the proceedings of the
meetings of the members and Board of Directors;
Cause all notices to be duly given in
accordance with the provisions of these Bylaws and as required by statute;
Be official custodian of the records
and of the seal of the NFHR, which shall be maintained at the office of the
NFHR Registrar, and ensure that the seal is affixed to all Certificates of
Registration prior to their issuance and other instruments, as authorized by
these Bylaws and the Rules of Registration and Transfers;
Keep a register of the post office
address of each member which shall be furnished to the Registrar by such
If called upon to do so, prepare or
cause to be prepared and submit at each meeting of the members a certified list
in alphabetical order of the names of the members entitled to vote at such
See that the books, reports,
statements, certificates, and all other documents and records of the NFHR
required by statute are properly kept and filed.
Treasurer. The Treasurer shall perform all duties associated with the
office of Treasurer and such other duties as are given to him or her by the
Board of Directors, as required by applicable statutes and as from time to time
assigned to him or her by the Board of Directors. The Treasurer shall:
Have charge of and supervision over and
be responsible for the funds, securities, receipts, and disbursements of the
Receive and give receipts for monies
due and payable to the NFHR from any source whatsoever;
Cause the monies and other valuable
effects of the NFHR to be deposited in the name and to the credit of the NFHR
in such banks or trust companies or other depositories as the Board may select,
or as may be selected by any Officer or Officers or agent or agents authorized
to do so by the Board, in accordance with these Bylaws;
Cause the funds of the NFHR to be
disbursed electronically or by checks or drafts, with such signatures as may be
authorized by the Board, upon the authorized depositories of the NFHR, and
cause to be taken and preserved proper vouchers for all monies disbursed;
Render to the President or the Board of
Directors whenever requested a statement of the financial condition of the NFHR
and all his or her transactions as Treasurer, and render a full financial
report at the annual meeting of the members if called upon to do so;
Ensure the books of account are
maintained for all the business and transactions of the NFHR;
Be empowered to require from all
Officers or agents for the NFHR reports or statements giving such information
as he or she may desire with respect to any and all financial transactions of
the NFHR; and,
Cause an annual compilation,review, or
audit to be performed as required herein, Article XII Audit.
B. REMOVAL. Any Officer elected or appointed by the Board of
Directors may be removed by a two-thirds vote of the Board of Directors
whenever in its judgment the best interests of the NFHR would be served
thereby, but such removal shall be without prejudice of the person so removed.
Election or appointment of an Officer shall not of itself create contract
C. BOND. In case the Board of Directors shall so require, any
Officer or agent of the NFHR shall execute and deliver to the NFHR a bond in
such sum and with such surety or sureties as the Board may direct, conditioned
upon the faithful performance of his or her duties to the NFHR, including
responsibility for negligence and for the accounting for all property, funds,
or securities of the NFHR which may come into his or her hands.
D. TERM AND ELECTION. The Officers of the NFHR shall be
elected in January by the Board of Directors. If the Board does not meet in in
January, such election shall be held as soon as possible thereafter. Each
Officer shall hold office until the successor has been duly elected and
qualified or until his or her death, resignation, or removal in the manner
VII.REGISTRAR AND EXECUTIVE DIRECTOR
Registrar and Executive Director shall be selected by the Board of Directors
and compensated on terms and conditions determined by the Board of Directors.
A. Registrar. The Registrar shall perform all duties set forth in these
Bylaws and the Rules of Registration and Transfers associated with the office
and such other duties given to him or her by the President in accordance with
the Board of Directors approval. The Registrar shall maintain all records and
transactions associated with the registration and transfer of Norwegian
Fjord Horses,and associated with the NFHR membership.
B. Executive Director. The Executive Director shall perform all duties set forth
in these Bylaws and the Rules of Registration and Transfers associated with the
office and such other duties given to him or her by the President in accordance
with the Board of Directors approval. The Executive Director shall maintain all
records and transactions associated with the operation of the NFHR.
A. EXECUTIVE COMMITTEE. The Board of Directors, by resolution
adopted by a majority of the Directors in office, may designate an Executive
Committee consisting of at least three (3) members, which shall include the
elected Officers of the NFHR. The Executive Committee shall have such authority
as the Board shall grant to it for the management of the NFHR. The Executive Committee
shall keep regular minutes of its proceedings and shall report to the Board.
B. OTHER COMMITTEES. The Board of Directors may appoint from
among its members and the NFHR membership one (1) or more other committees.
C. COMMITTEE PROCEDURES. All committees established and all
committee members shall serve at the pleasure of the Board. A majority of any
committee shall constitute a quorum of such committee, and in every case, the
affirmative vote of a majority of all the members of such committee shall be necessary
for the adoption of any resolution to be submitted to the Board of Directors.
Committees shall submit a report of their activities to the Board at each Board
D. AUTHORITY. No committee shall take action on behalf of the
NFHR without the approval of the Board of Directors.
A. ANNUAL MEMBERSHIP MEETING. Except as set forth below, an
annual meeting of the members shall be held in January of each year, at a
location, date, and time published to the membership at least thirty (30) days
in advance.The meeting may be held in a month other than January if notice is
given to the membership before December 1. No quorum is required for this
The purpose of the meeting is to inform
the membership concerning:
Results of the NFHR Board of Directors
and Officers election;
Financial status and activities of the
NFHR for the previous year;
NFHR Board of Director plans for the
current year; and
Discuss issues added to the agenda by
If the day fixed for the annual meeting
shall be a legal holiday in Vermont, such meeting shall be a held on the next
succeeding business day. The meeting shall be held at the registered office,
unless some other place is specified in the annual meeting notice.
SPECIAL MEMBERSHIP MEETINGS
The NFHR shall hold a special meeting
At the request of the NFHR Board of
By a written petition of at least
fifty-one percent (51%) of the members in good standing. The petition must
contain the members’ signatures, date of signature, and describe the purpose or
purposes for the meeting. The petition must be delivered to any NFHR Officer or
NFHR Board of Director member via certified mail, return receipt requested.
Meeting. The Board of Directors shall set the
date of the meeting within thirty (30) days of the request and the meeting
shall be held within six (6) months. Written or electronic notice to members
stating the place, day, and hour of the meeting, and the purpose or purposes
for which the meeting is called, shall be made at least thirty (30) days in
advance of the meeting and be posted on the NFHR website.
Quorum. At least fifty-one percent (51%) of the total number of
voting members in good standing shall constitute a quorum at a special meeting
Proxies. Proxies will not be accepted.
Voting. Members eligible to vote in accordance with Article IV-B
of these Bylaws are eligible to vote during a Special Membership Meeting.
AGENDA. A preliminary agenda shall be
posted on the NFHR website when the meeting notice is given. A final agenda
shall be posted by the Executive Director one week before the meeting. The
agenda shall include matters identified in the petition and other matters
included by the Board of Directors.
C. BOARD OF DIRECTORS MEETINGS
QUORUM. A simple majority of the
Directors shall be required to conduct a business meeting.
ABSENTEEISM. The resignation of a
Director shall be required by the Board, if a Director has two (2) unexcused
absences from two (2) consecutive business meetings. An unexcused absence is
any absence that the Director has not reported to the President or Secretary
prior to the meeting, with such notice made in person, by telephone, or other
RULES. Meetings of membership and the
Board shall be governed by Robert's Rules of Order, latest edition:
The President shall designate time,
location, and method of conducting all regular NFHR business meetings and
special membership meetings;
Board meetings may take place in person
or by electronic communication; however, the Board shall meet at least once a
year in person;
All members of the Board of Directors
shall be notified prior to an NFHR Board of Directors meeting, with such notice
being by mail, telephone, or electronic communication;
The Secretary shall keep a written
record of all Board meetings, exclusive of executive sessions. Records shall be
available within a month of the most recent meeting on the NFHR web site, and
quarterly, in the official publication of the NFHR;
To facilitate more efficient and
effective NFHR operations and service to NFHR members, the Board of Directors
shall maintain regular electronic communications between each scheduled
The Secretary shall maintain for formal
approval at the start of each such meeting a record of all motions and the
results of electronic voting by Board members which has taken place between
scheduled Board meetings;
Directors are required to advise the
President or the Secretary in person, by telephone, or electronically of their
inability to participate in electronic Board discussions for more than two (2)
A. ELECTION COMMITTEE. The Board of Directors shall appoint an
Election Committee to solicit nomination(s) from the membership for the Board
of Directors. The Registrar and/or Executive Director will certify the
eligibility of nominee(s), prepare the ballot and supervise the election. All
eligible nominees will be included on the ballot.
B. PROCEDURES AND DEADLINES. The Board of Directors shall
approve the administrative procedures and deadlines for the Election Committee
and procedures and deadlines shall be published in the official publication of
the NFHR and on the NFHR website prior to the deadline for submitting
C. TIMING. Elections must be completed no later than December
31 of the calendar year and the new Board members will be seated effective
January 1. There shall be one transitional Board of Directors Meeting with both
incoming and outgoing members attending.
D. APPOINTMENT. If there are an equal number or more openings
for the Board of Directors than there are nominees, the Board must accept the
nominees as having been elected and must appoint additional eligible members to
fill the remaining opening(s). The Board of Directors shall continue to have
authority to act on behalf of the NFHR as long as there are six (6) members on
the Board of Directors.
The NFHR shall indemnify and
defend its Board of Directors and its current or former Directors, Officers,
Registrar, or Executive Director for all costs and expenses, including the cost
of defense and for any judgment, settlement, or liability relating to the
defense of any action, claim, suit, or proceeding, civil or criminal, arising
out of their service for the NFHR. The Board of Directors shall procure
insurance to cover the cost of defense and liability for any claim brought
against the Board of Directors, Officers, any Board of Director member, the
Executive Director, and Registrar.
ARTICLE XII. AUDIT
A. A compilation or review(or an audit as deemed necessary by
the Board of Directors or as voted on by 51% of the members at a special
meeting)of the records, books, and accounts of the NFHR for the previous year
shall be performed by a qualified independent accountant each year prior to the
Annual Membership Meeting. The results of such review shall be published in the
NFHR official publication.
B. The NFHR Board of Directors may approve a financial review
or audit by a qualified independent accountant of the previous year’s records,
books, and accounts in lieu of a compilation. If such a review or audit is
performed, the results will be summarized or published in the NFHR official
publication. Members may obtain copies of the official review or audit from the
XIII. AMENDMENT PROCEDURES
A. AMENDMENTS TO THE BYLAWS. The Board of Directors shall
periodically review the Bylaws and propose changes as needed. The proposed
changes shall be posted on the website as soon as they are available. A ballot
shall be sent to the members by mail or electronically at least 45 days prior
to the deadline stated for the return of the ballot. Approval of substantive
changes to the Bylaws will be by an affirmative vote of two-thirds of all
members responding to the ballot. Changes in the Bylaws to correct spelling,
grammar, formatting, numbering, consistency, or to comply with applicable laws
shall require only the approval of the Board of Directors.
B. AMENDMENTS TO THE RULES OF REGISTRATION AND TRANSFERS. Will
be made by a two-thirds vote of the Board of Directors. Amendments shall be
presented in the official NFHR publication or on the NFHR website for comment
by the membership prior to any action taken by the Board of Directors. Changes
in the the Rules of Registration and Transfers to correct spelling, grammar,
formatting, numbering, consistency, or to comply with applicable laws shall not
require comment by the membership.
XIV. NON-PROFIT CORPORATION
Norwegian Fjord Horse Registry was incorporated in 1981, in the state of
Vermont. It is a non-profit corporation and does not have the authority to
issue capital stock. The property of the Norwegian Fjord Horse Registry shall be
used solely to promote its purposes as herein defined. No substantial part of
the activities of the NFHR shall consist of carrying propaganda or otherwise
attempting to influence legislation. No part of the activities of the NFHR
shall consist of participating in or intervening in (including the publishing or
distribution of statements) any political campaign on behalf of any candidate
for public office.
XV. DISSOLUTION OR SALE OF ASSETS
A. An affirmative vote of two-thirds of all members responding
to the ballot shall be required to sell or mortgage assets of the corporation
not in the regular course of business or to dissolve the corporation.
B. Upon dissolution of the corporation, any assets remaining
after payment of or provision for its debts and liabilities shall, consistent
with the purposes of the organization, be paid over to charitable organizations
exempt under the provisions of Section 501(c), (3), (4), or (5) of the U.S.
Internal Revenue Code or corresponding provisions of subsequently enacted
federal law. No part of the net assets or net earnings of the corporation shall
inure to the benefit of or be paid or distributed to an Officer, Director,
member, employee, or donor of the organization.