The Nokota® Horse Conservancy of North America Bylaws

NOKOTA HORSE CONSERVANCY, INC.

BYLAWS
of a
North Dakota Nonprofit Corporation

ARTICLE I
PURPOSE

The purpose of the corporation is to “Save the Native Horse of the Northern Plains through education, preservation and promotion.”

ARTICLE II
OFFICE

The principal office of the corporation shall be at 208 NW First Street in Linton, North Dakota. The Board of Directors may change the principal office to another location in the state of North Dakota.

ARTICLE III
MEMBERS

Corporation shall allow members, whose rights and privileges shall be determined by the Board of Directors.

ARTICLE IV
DIRECTORS

Section 1. General Powers. The business and affairs of the corporation shall be managed by its board of directors.

Section 2. Number, Tenure, and Qualifications. The Board of Directors shall consist of not less than three persons and no more than twenty-five persons, each of whom shall be a natural person of full age. A director need not be a resident of North Dakota. The directors shall be elected by a majority vote of the Board of Directors of the corporation, and each such director shall be elected for the term of three years. Initial directors shall be selected by the incorporators prior to the first meeting of the corporation for the term of three years. The removal, addition, or replacement of a director shall occur by a majority vote of the Board of Directors.

Section 3. Meetings. An annual meeting of the Board of Directors shall be held from time to time, as designated by the directors. Notice shall be given by postmark date of at least thirty days prior to the meeting. Members of the Board of Directors may participate in a meeting by means of a conference telephone or similar communications equipment, as long as all persons participating in the meeting can hear each other at the same time.

Section 4. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board.

Section 5. Manner of Acting. The act of a majority of the directors present or present by communications at a meeting shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these bylaws. Any action required or permitted by the Board of Directors may be taken without a meeting if a majority of the Board shall individually or collectively consent in writing to such action. The written consent shall be made available to all board members prior to the effective date of the action.

Section 6. Compensation. Directors shall not receive any compensation as directors, but nothing herein contained shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

Section 7. Property Rights. No director shall possess any property right in or to the property of the corporation. In the event the corporation owns or holds any property upon its dissolution and winding up, after paying or adequately providing for its debts and obligations, the directors shall dispose of the remaining property exclusively for the charitable, educational, or conservation purposes of the corporation in accordance with the Articles of Incorporation.

ARTICLE V
COMMITTEES

Section 1. Number, Tenure, & Qualifications. The Board of Directors may appoint committees, each composed of two or more directors, and unlimited others, to serve at the pleasure of the Board of Directors. Any such committee, to the extent provided in the resolution of the Board of Directors or in the bylaws, shall have and may exercise all of the powers and authority of the Board of Directors, except that no such committee shall have any power or authority as to the following:

  1. The adoption, amendment, or repeal of the bylaws.
  2. The amendment or repeal of any resolution of the Board.
  3. Action on matters committed by the bylaws or resolution of the Board of Directors to another committee of the Board.
  4. The execution of contracts binding on the corporation.

Section 2. Rules. Each committee may adopt rules for its own government not inconsistent with these Bylaws or with the rules adopted by the Board of Directors.

Section 3. Meetings. Meetings shall be held at such times and places as a majority of the committee members may decide. Meetings may be conducted by conference call or similar communications.

ARTICLE VI
OFFICERS

Section 1. Officers. The initial officers of the corporation will be selected by the incorporators prior to the first meeting of the corporation. Any two or more offices may be held by the same person, except the offices of president and secretary. There may be more than one vice-president, with an executive vice-president to assume the role of the president in the absence of the president. Other offices may be created as the Board of Directors shall deem desirable.

Section 2. Election and Term of Office. The officers of the corporation shall be elected annually by the Board of Directors at the annual meeting of the Board of Directors for a term of one year. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently possible. The election, replacement, or removal of an officer will occur by a majority vote of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and qualified.

Section 2. President. The president shall be the principal executive officer of the corporation and shall have the general supervision over the business and affairs of the corporation, subject to the control of the Board of Directors. He may sign, with any other proper officer of the corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or these bylaws or by statute to some other officer or agent of the corporation. In general he shall perform all duties incident to the office of president and such other duties as may be prescribed from time to time by the Board of Directors.

Section 3. Vice-Presidents. In the absence or disability or refusal to act of the president, the executive vice-president, by a majority vote of the Board of Directors, shall perform all of the duties of the president and when so acting shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them by the Board of Directors or these bylaws.

Section 4. Secretary. The secretary shall (a) be responsible for keeping the minutes of the proceedings of the corporation (b) see that all notices are duly given in accordance with the bylaws or as required by law (c) be custodian of the corporate records (d) keep a register of the mailing address of each director and each committee member which shall be furnished to the secretary by such director or committee member and (e) in general perform whatever other duties as from time to time may be assigned to her by the president or by the Board of Directors.

Section 5. Treasurer. The treasurer shall have the custody of the corporate funds and securities, shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name of and to the credit of the corporation in depositories designated by the Board of Directors. She shall disburse the funds of the corporation as may be ordered by the Board of Directors. At any time, she shall render to the president or the Board of Directors an account of the transactions of the corporation.

ARTICLE VII
BOOKS AND RECORDS

The corporation shall keep correct and complete books and records of account and shall also keep minutes of the meetings of the Board of Directors and of committees having any of the authority of the Board of Directors and shall keep at the corporation’s registered or principal office a record giving the names and addresses of the members of the Board of Directors. All books and records of the corporation may be inspected by any member of the Board of Directors, or his agent or attorney for any proper purpose at any reasonable time.

ARTICLE VIII
TRANSACTION OF BUSINESS

Section 1. Real Property. The corporation shall make no purchase of real property nor sell, mortgage, lease away or otherwise dispose of its real property, unless authorized by a majority vote of the Board of Directors. If the real property is subject to a trust the conveyance away shall be free of trust and the trust shall be impinged upon the proceeds of such conveyance.

Section 2. Incidental Profits. Whenever the lawful activities of the corporation involve among other things the charging of fees or prices for its services or products, it shall have the right to receive such income and, in doing so, may make an incidental profit. All such incidental profits shall be applied to the maintenance and operation of lawful activities of the corporation, and in no case shall be divided or distributed in any manner whatsoever among the directors or officers of the corporation.

Section 3. Checks or Demands for Money. All checks or demands for money and notes of the corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate. Any expenditure in excess of an amount approved by the Board will require the Board’s approval.

ARTICLE IX
ANNUAL REPORT

The president or other executive officer of the corporation shall prepare or cause to be prepared annually a full and correct statement of the affairs of the corporation. Any member of the Board of Directors shall have the right to examine such report from time to time. A summary of such report shall be furnished to each member of the Board of Directors annually.

ARTICLE X
FISCAL YEAR

The Board of Directors, by a majority vote, shall have the power, from time to time, to fix the fiscal year of the corporation.

ARTICLE XI
INDEMNIFICATION OF DIRECTORS & OFFICERS

Any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, agent, fiduciary or other representative of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall be indemnified by the corporation against expenses (including attorneys’ fees), judgments, fines, excise taxes and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding to the full extent permissible under the laws of North Dakota.

ARTICLE XII
AMENDMENTS TO THE BYLAWS

To the extent permitted by law, new bylaws may be adopted or these bylaws may be amended by the affirmative vote of a majority of the Board of Directors.

ARTICLE XIII
MISCELLANEOUS PROVISION

The corporation shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code. The corporation is organized exclusively for charitable, educational, and historical purposes, within meaning of section 501(c)(3) of the Internal Revenue Code. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, directors, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of section 501(c)(3) purposes. Upon dissolution of this corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code or to a state or local government for a public purpose.