Bylaws of the Pacific Northwest Endurance Rides, Inc.
As Amended and Adopted January 22, 1994. January 26, 2008 and January 31, 2015 at the Annual Meetings of the Corporate Membership
ARTICLE I: General:
Section I. Title. This corporation shall be known as the PACIFIC NORTHWEST ENDURANCE RIDES, INC (hereinafter PNER).
Section 2. Corporate Office. The official office of PNER shall be at the office of the corporation’s current attorney of record.
Section 3. Corporate Seal. The Board of Directors shall provide a corporate seal, which shall be in the form of a circle and shall have inscribed thereon the name of the Corporation and the words “Corporate Seal State of Washington, 1994”. The PNER seal shall be maintained in the custody of the Secretary.
Section 4. Purposed and Objectives. The purposed objectives of PNER shall be:
Section 5. Not for Profit Status and Dissolution Clause. PNER is organized exclusively for educational purposes within the meaning of 501 (c) (3) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States Internal Revenue Code. PNER does not exist for pecuniary gain or profit to the members thereof, and is organized pursuant to the general not for profit corporation law of the State of Washington. In the event that PNER is voluntarily dissolved, dissolution shall be carried out under R.C.W. 24.06.260. Upon the dissolution of PNER, after paying or adequately providing for the debts and obligations of PNER, the remaining assets shall be distributed to a non-profit fund, foundation or corporation selected by the Board of Directors of PNER, which is organized and operated exclusively for charitable, educational or scientific purpose or for the prevention of cruelty to animals and which has established its tax-exempt status under Section 501 (c) (3) of the Internal Revenue Code.
Section 6. Boundaries. PNER shall represent the general geographical area of the Pacific Northwest United States of America and Canada, as defined by the American Endurance Rides Conference boundaries for the Northwest Region.
Section 7. Fiscal Year. The PNER Fiscal Year shall begin on the first day of January and end on the last day of December of each year
Section 1. General Membership I PNER shall be open to any person who demonstrates interest in their support for PNER. After submitting the appropriate fee and completing a membership form, senior and junior members may compete for annual awards given by PNER
Section 2. Membership Cards. The Board of Directors may provide for the issuance of cards evidencing membership in PNER, which shall be in such form as may be determined by the Board. Such cards shall be signed by the Secretary or an assistant secretary and shall bear the seal of PNER. All cards evidencing membership of any class shall be consecutively numbered. The name and address of each member and the date of issuance of the card shall be entered in the records of PNER. If any card shall become lost, mutilated or destroyed, a new card may be issued therefore upon such terms and conditions as the Board of Directors may determine.
Section 3. Types of Memberships. Membership in PNER shall be limited to one of the following categories:
Section 4. Definitions. For purposes of these Bylaws the following definitions shall apply:
Section 5. Voting Rights for Membership Categories.
Section 6. Eligibility for Awards. Before any Senior or Junior Member can receive mileage points and/or performance awards from PNER, the member must be a member in good standing.
Section 7. Revocation of Membership.
Section 8. Suspension of Membership or Other Sanctions.
Section 9. Reinstatement. Upon written request signed by a revoked or suspended member and filed with the Secretary, the Board of Directors, by an affirmative vote of two-thirds (2/3) of the members present, may reinstate the revoked or suspended member upon such terms as the Board of Directors may deem appropriate.
Section 10. Transferability. Membership in PNER is not transferable or assignable.
Section 11. Dues. The Board of Directors shall determine the annual dues to be assessed to each category of membership in PNER. Membership dues are due and payable by January 1st of each ride year. All members must pay his or her dues before the event with which he or she wishes to begin point creditation or to vote upon any corporate matters. There shall be no retroactive points.
ARTICLE III: Board of Directors
Section 1. Management, Authority & Responsibilities. The business and property of PNER shall be managed by the Board of Directors. All elected and appointed positions shall be filled by members in good standing.
Section 2. Composition. The Board of Directors shall consist of one rider representative for each 50 members or part thereof from each represented area (Oregon, Washington, Idaho, Western Montana, and the Canadian Province of British Columbia) elected by the Senior Members of the represented area; two (2) ride manager representatives from each represented area to be elected by the ride managers of the represented area; and, one Junior Representative at-large to be elected by the juniors
of all represented PNER areas. The Board of Directors shall also include the current President and Vice President, and the most recent Past President.
Section 3. Voting. Each member of the Board of Directors shall have one vote on each matter coming before the Board. All voting by members of the Board of Directors shall be in person.
Section 4. Quorum. A quorum for conducting business by the Board of Directors shall be one-half (1/2) of the duly elected Board of Directors.
Section 5. Removal. Any Board member may be removed from office upon a majority vote of the general membership at any regular or special meeting of the general membership of PNER. Notice of the proposed removal must be given by the Board to the concerned Board member a minimum of thirty (30) days prior to the date of the meeting at which such removal is to be voted upon. The notice to the director must state the cause for the proposed removal and inform the Board member of the right to present witnesses or other evidence in the Board member's behalf to the general membership.
Section 6. Vacancies. Any vacancy occurring on the Board of Directors by reason of the death, resignation, or removal of a director shall be filled by the alternate for the position selected under Article VII, Sections 2 and 3 of these Bylaws. Such appointee shall serve during the un-expired term of the director whose position has become vacant. Section 7. Duties & Responsibilities. The duties and responsibilities of the Board of Directors shall include, but are not limited to, the following:
Section 8. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of PNER, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name and on behalf of PNER, and such authority may be general or confined to specific instances.
Section 9. Checks. Drafts. Etc. All checks, drafts, or purchase orders issued in the name of PNER, shall be signed by an officer or agent of PNER in such manner as shall from time to time be determined by the Board of Directors.
Section 10. Deposits. All PNER funds shall be deposited in a timely manner to the credit of PNER in such banks, trust companies, or other depositories as the Board of Directors may select.
Section 11. Gifts. The Board of Directors may accept on behalf of PNER any contribution, gift, bequest or device for general purposes or for any special purpose of PNER.
Section 12. Residuary Powers. The Board of Directors shall have the powers and duties necessary or appropriate for the administration of the affairs of PNER. All powers of the corporation, except those specifically granted or reserved to the members by law, the Articles of Incorporation, or these Bylaws, shall be vested in the Officers and Board of Directors of PNER.
Section 13. Binding Future Boards. No power or authority shall be granted to any PNER officer or to the Board of Directors to bind newly elected officers or directors for subsequent years.
ARTICLE IV: Officers
Section 1. President.
Section 2. Vice-President. The Vice-President shall act for the President in his or her absence and perform such other duties as may be delegated by the President and/or the Board of Directors. In the event of a vacancy in the office of Vice President, the Board of Directors shall appoint a new Vice President for the remainder of the term of office.
Section 3. Secretary. It shall be the duty and responsibility of the Secretary to keep clear and accurate record of the business transacted by the Board of Directors and the membership by maintaining a book of minutes of all meetings of the membership and Board of Directors. The Secretary shall be responsible for causing the issuance of the appropriate number of official election ballots to the voting members in good standing; and for the tallying and counting of the official ballots. The Secretary shall perform such other duties as may be delegated by the President or the Board of Directors or as may be implied by the office.
Section 4. Treasurer. It shall be the duty and responsibility of the Treasurer to receive and be accountable for all funds belonging to PNER, maintaining a clear and accurate record of all transactions and financial condition of PNER; pay all obligations incurred by PNER when payment is authorized by the President or Board of Directors; maintains bank accounts in depositories designated by the Board of Directors; and render periodic financial reports. The Treasurer shall maintain the records or ledgers for accounts receivables and accounts payable. The Treasurer may be required, at the discretion of the Board of Directors, to secure a fidelity bond with the amounts of the bond filed by the Board of Directors and the premiums paid by PNER. Section 5. Secretary-Treasurer. Upon recommend-dation of the President, the Board of Directors may determine that the Secretary and Treasurer may be one and the same person.
Section 6. Points Secretary. It is the duty and responsibility of the Points Secretary to record and maintain clear and accurate records of the points and miles for all ride results from all recognized events that are received; to return ride results to the ride manager for necessary correction of results; and to supply the standings for PNER year-end awards for publication in the PNER Newsletter.
Section 7. Membership Secretary. It is the duty and responsibility of the Membership Secretary to keep a clear and accurate record of the membership register. Section 8. Points/Membership Secretary. Upon recommendation of the President, the Board of Directors may determine that the Points Secretary and the Membership Secretary may be one and the same person.
Section 9. Qualifications. Only Senior Members in good standing who have reached the age of 18 may run for the offices of President or Vice-President, or be appointed to the position of PNER Treasurer.
Section 10. Removal. Any PNER officer may be removed from office by a majority vote of the general membership at any regular or special meeting of the general membership of PNER. Notice of the proposed removal must be given to the effected officer a minimum of thirty (30) days prior to the date of the meeting at which time such removal is to be voted upon. The notice to the officer must state the cause for the proposed removal and inform the officer of the right to present witnesses or other evidence on his or her behalf to the general membership.
ARTICLE V: Committees
Section I. Executive Committee. The Executive Committee shall consist of the President, the Vice-President, and a third Board member elected by the Board of Directors to serve for the same term as the President and Vice-President. The Executive Committee shall be empowered to make all decisions empowered to the Board of Directors. Any decisions so made shall be subject to review at the next meeting of the full Board of Directors. Executive Committee decisions shall be made on an emergency basis only and are usually considered interim until confirmed by a meeting of the Board of Directors. The Executive Committee shall have spending authority to a maximum of $300. Executive Committee approval for the expenditure must be unanimous.
Section 2. Committees of Directors. Upon recommendation of the President, the Board of Directors by resolution adopted by a majority of the Directors in office, may designate one or more committees consisting of two or more directors which, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of PNER. The designation of such committees and the delegation of authority thereto shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed by law or otherwise.
Section 3. Election Committee. Prior to the annual PNER business meeting, each represented area shall conduct an area meeting for the purpose of electing an area representative to serve as a member of the PNER Election Committee. The Election Committee shall, therefore, be composed of one (1) representative from each of the represented areas and shall assist the Secretary with the distribution of the Official Ballots; for assisting the Secretary in the collection and counting of official ballots; and for such other duties as may be delegated by the President related to elections and voting. The Chair of the election committee shall be elected by the election committee members.
Section 4. Other Committees. Upon recommendation of the President, other committees not having and exercising the authority of the Board of Directors may be designated by a resolution adopted by a majority of .the Directors present at any properly called regular or special meeting of the Board of Directors. Except as otherwise provided in such resolution, members of the committee shall be PNER members in good standing. The President shall appoint the members thereof. Any committee member may be removed by the President whenever the best interests of PNER shall be served by such removal.
ARTICLE VI: Terms of Office and Qualifications
Section I. Board of Directors. The term of office of PNER directors shall be one year. Directors may succeed themselves in office, or shall serve until their successor shall have been duly elected and qualified.
Section 2. PNER Officers. PNER officers shall be elected to serve a term of one (1) year. Officers may succeed themselves in office or shall serve until their successor shall have been duly elected and qualified.
Section 3. Qualifications. Any member running for PNER office or the Board of Directors must have been a member in good standing for at least one year prior to election to any such position.
Article VII: Meetings
Section I. Annual Meeting
Section 2. Area Meeting Prior to the annual PNER business meeting, each represented area (Oregon,
Washington, Idaho, Western Montana, and British Columbia) shall conduct an area meeting for the purpose of electing the following area representatives:
Section 3. Junior Meeting Prior to the annual PNER business meeting, the Junior Members shall conduct a meeting for the purpose of electing an At-Large Junior Representative and an alternate. The Junior At-Large Representative shall serve on and be a member of the Board of Directors pursuant to Article 111, Section 2 of these Bylaws.
Section 4. Special Membership Meetings. Special meetings of the PNER membership may be called from time to time at the discretion of the President or Board of Directors by written notification to the general membership of the place, day, hour and purpose or purposes of the meeting at least thirty days, and not more than 45 days, prior to the date of the special membership meeting.
Section 5. Board of Directors Meetings.
ARTICLE VIII: Elections
Section I. General. During the Annual Meeting and after the elections of the Area Representatives and the Junior Representative, the senior members of the Corporation shall elect a President, a Vice-President, and Corporate Financial Reviewers. The President shall appoint a Secretary or Secretaries and a Treasurer.
Section 2. Procedure. The election of PNER Officers shall be conducted at the annual meeting. The election procedure shall be as follows:
ARTICLE IX: Voting
Section I. General Election. Senior members in good standing may cast one vote in the general election for each office in accordance to the provisions of Article 11, Section 5 of these Bylaws. Family memberships are allowed a maximum of three (3) senior votes provided the family consists of three or more senior members in good standing.
Sections 2. Qualifications. Senior members in good standing age 18 or older may nominate, vote, run for, or be appointed to PNER Offices.
Section 3. Policy Matters. With the exception of associate members, any member in good standing may vote on policy matters which may or may not adversely affect PNER.
Section 4. Area Meetings. When electing area Ride Manager Representatives to the Board of Directors, each Ride Manager of a currently sanctioned ride in that area will have one vote per sanctioned event.
Section 5. Ride Management Criteria. Only members of the Board of Directors may vote on PNER policy governing ride management criteria.
Section 6. Board of Directors Meetings. Each member of the Board of Directors shall possess one vote in matters coming before the Board. All voting at meetings of the Board of Directors shall be in person. All matters decided shall be by majority vote unless otherwise specified in these Bylaws.
Section 7. Voting Proxy. At any meeting of the PNER general membership, a senior member entitled to vote may do so by proxy executed in writing by the member or his or her duly authorized attorney in fact. No proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy. All proxies shall name a specific person to act on behalf of the member.
ARTICLE X: Rules of Order
The rules of procedure at all PNER meetings shall be Robert's Rules of Order, as far as applicable, and when not inconsistent with these Bylaws. The rules of procedure may be suspended by majority vote of those present and voting at any meeting.
ARTICLE XI: Method of Amending Bylaws.
Amendments to these Bylaws shall be proposed in writing and submitted to the Board of Directors. If approved by a majority vote of the Board members present at a duly noticed meeting, the proposed Bylaw change(s) shall be submitted to the general membership for their consideration. The general membership shall be notified in writing of a proposed Bylaws change or changes at least thirty (30) days and not more than forty-five (45) days prior to the meeting at which the proposed change shall be voted upon. Bylaws changes shall be approved by a majority vote of the senior members in good standing present at the duly noticed meeting in person or by written proxy.
ARTICLE XII: Waiver
Whenever any notice is required to be given under the provisions of the Not For Profit Corporation Act of the State of Washington (RCW Title 24) or under the provisions of the Articles of Incorporation or the Bylaws of the Corporation, a waiver therein in writing signed by the person or persons entitled to such notice whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XIII: Financial Review Committee
Section 1. A financial review committee of three (3), none of who shall be directors or officers, shall be elected by the members for a two-year term. They shall at all times have access to the books and records of the Corporation, and shall be responsible for systematically and regularly checking the accounting systems in use. They shall review the books and records at least annually and shall report their findings and recommendations to the Directors.
Section 2. After the close of each fiscal year, there shall be a review of the year's business by the financial review committee.
ARTICLE XIV: Adoption
These Bylaws as adopted this 22nd day of January 1994, hereby supersede all previous Bylaws to the Constitution of the PACIFIC NORTHWEST ENDURANCE RIDES, INC.
IN WITNESS Whereof, the undersigned, as per the resolution duly passed by the membership at the 1994 annual meeting, do make these Amendments to the existing Bylaws of the Corporation, on this 22nd day of January, 1994.
Ramey R. Stroud, President
Lois Fox, Secretary.
Amended January 26, 2008.
Darlene Anderson, President
Arne Smith, Ad Hoc Secretary
Amended January 31, 2015
Becky Fiedler, President
Dr Eileen Reilich, Secretary