Constitution and ByLaws

ARTICLE I

To further the development of the thoroughbred horse in the State of Iowa by collaboration with the Department of Agriculture, the State Legislature, registered breeders and licensed owners; to promote and encourage research programs concerning the health, development and care of the horse, to promote and encourage educational programs regarding breeding, farm management and nutrition, and to generally improve the conditions for the production of horses and the development of farms.

ARTICLE II

SECTION 1. CLASSES OF MEMBERSHIP.

This Association shall have two classes of membership – regular members and associate members. Membership shall be evidenced by the records of the Association is such a manner as may be determined by the Board of Directors.

SECTION 2. REGULAR MEMBERS – ELIGIBILITY DEFINED.

All residents of Iowa who are owners of thoroughbred horses, or thoroughbred horse farms, or have in the past owned said horses or farms, including fractional interests therein within the last three years shall be eligible for membership in this Association as regular members. All trainers of Iowa-owned, -bred, or -foaled thoroughbreds racing in Iowa within the last three years shall be eligible for membership in this Association as regular members. All farm managers of Iowa thoroughbred farm operations who actively operated farms within the last three years shall be eligible for membership in this Association as regular members. All non-Iowa residents who are owners of Iowa-bred thoroughbred horses within the last three years are eligible for membership in this Association as regular members. Regular members shall have the right to serve on the board.

SECTION 3. ASSOCIATE MEMBERS – ELIGIBILITY DEFINED.

All persons who have a genuine interest to further development and promotion of the Thoroughbred horse or Thoroughbred horse racing in the State of Iowa shall be eligible for membership in the association as an associate member. Associate members shall not have the right to serve on the board.

SECTION 4. ELECTION OF MEMBERSHIP.

Any person desiring membership shall file a written application for admission in such form and containing such information as the Board of Directors shall prescribe. The Board of Directors shall determine the eligibility of all applicants. The Board of Directors reserves the right to deny membership to any applicant as a regular or associate member.

SECTION 5. RIGHT TO VOTE.

Both regular and associate members in good standing shall have the right to vote.

SECTION 6. MEMBERSHIP DUES.

The annual dues of all members shall be determined each year by the Board of Directors. The assessed amount shall be due and payable in the month of January every calendar year. To insure you will be listed in the ITBOA Membership Directory, payment must be in the ITBOA office no later than February 20th. Dues received after October 1 shall be credited to the following calendar year, which shall be considered the first year of membership. However, the member shall be entitled to all rights and privileges of membership beginning with the date of payment.

SECTION 7. ASSESSMENTS.

No assessment shall be levied by the Board of Directors against the members of the Association unless such assessment shall have been submitted to and expressly approved by a majority of all the members of this Association at a regular or special meeting thereof, after due notice of the purpose of such meeting.

SECTION 8. MEMBERSHIP INCAPABLE OF TRANSFER.

No membership can or shall be assigned, either voluntarily or involuntarily, or by operation of law, nor can any membership, or membership rights be assigned, transferred, alienated, or encumbered in any manner, or by any means whatsoever. Any purported or attempted assignment, transfer, alienation, or encumbrance of the membership, or membership or property rights, shall be wholly void and confer no rights upon the purported assignee, transferee or claimant.

SECTION 9. EXPULSION.

Any member failing to pay his or her dues to the Association after the same has become due and payable for ninety days, shall cease to be a member in good standing. Any member may be expelled and his or her membership forfeited to the Board of Directors for conduct, which in the opinion of a quorum of the Board of Directors, is liable to injure the welfare or character of the Association. Any member may be expelled when in default of the payment of any indebtedness to the Association. Except as otherwise herein specifically provided, the Board of Directors shall determine the manner and procedure governing the expulsion of members.

SECTION 10. EXTENT OF PERSONAL LIABILITY OF MEMBERS.

All members shall be personally liable to the Association for their membership fees and dues, but no member, or Director, or Officer of the Association shall be personally liable for the debts, liabilities, or obligations of the Association.

ARTICLE III

TERMINATION OF MEMBERSHIP

SECTION 1. WHEN MEMBERSHIP TERMINATES.

A membership shall terminate upon the happening of any of the follow- ing to wit:
a. The death of a member.
b. The termination of the member’s eligibility as defined in SECTION 2 and SECTION 3 of ARTICLE II.
c. The termination of the member provided, however, that no member upon his or her resignation can be relieved of any indebtedness or obligation to the Association.
d. The expulsion of the member as provided for in SECTION 9 of ARTICLE II.

SECTION 2. NO WITHDRAWAL VALUE UPON TERMINATION OF MEMBERSHIP.

No part of income or assets of the Association shall be distributed to its members, Directors, or Officers. In the event of the termination of the membership of any person for any cause whatsoever. The Association shall not be liable for the payment of any sum whatsoever to such person or his or her legal representatives, and no such person or his or her legal representatives shall have any right, title, or interest in the property or in the assets of the Association.

ARTICLE IV

MEETING OF MEMBERS

SECTION 1. REGULAR ANNUAL MEETING.

An annual meeting of the members shall be held in the fall of each year at the hour and place specified by the Board of Directors. New Directors shall be nominated and such other business transacted as may properly come before such meeting. All meetings shall be conducted by “Robert’s Rules of Order”.

SECTION 2. SPECIAL MEETINGS.

Special meetings of the members, for any purpose or purposes whatsoever, may be held upon call made by the President, or by a quorum of the Board of Directors, or by not less than fifty percent of the regular members, and at a time appointed by those calling the meeting.

SECTION 3. PLACES OF MEETINGS.

Unless the Board of Directors shall appoint some other place in any instance or instances, meetings of members, both annual and special, shall be held at a site specified by the President.

SECTION 4. NOTICE OF MEETING.

Notice of each meeting of members, whether annual or special, shall be given by the Secretary/Treasurer, the Executive Director, or any Officer, in writing, to each member entitled to notice. Such notice shall be addressed to the last address shown on the records of the Association and mailed (postmarked) at least seven days prior to the date set for such meeting. Whenever a member shall, in writing, give the Association an address for the purpose of notice, the same shall be deemed to be the member’s last address according to the records of the Association.

SECTION 5. FORM OF NOTICE AND STATEMENT OF PURPOSE.

Notice of any meeting shall specify the place, the day, and the hour of the meeting. In the case of special meetings, the general nature of the business to be transacted shall be stated in the notice.

ARTICLE V

DIRECTORS

SECTION 1. NUMBER AND TENURE

The powers of the Association shall be excised, its property controlled, and its affairs conducted by a Board of Directors, all of who shall be regular members in good standing of the Association. The board shall consist of no more than nine members, three of whom shall be elected each year. Directors shall serve for a term of three years. When a vacancy is filled, the successor Director shall service only the unexpired term he or she is elected to fill.

SECTION 2. ELECTION AND VOTING PROCEDURES.

All Directors shall be elected At-Large. A nominating committee, composed of the Directors not currently up for election and the President, shall prepare a ballot. This ballot will be presented to the membership at the annual meeting in the fall or at any special meeting called for that purpose.  At this time, nominations will also be taken from the floor. If, at the time nominations close, the number of nominees does not exceed the number of directors to be elected, the slate of nominees may be elected in toto by a majority vote of those present.  Otherwise, the ballot of nominees will be mailed to all members not more than three business days after the annual meeting. Every member in good standing who has been registered as a member of this association for a minimum of thirty days shall be entitled to one vote. Ballots must be received prior to the close of business on the last business day in December.  If there is a tie, there will be a run-off election to decide the winner.

All Directors shall hold office until their respective successors are elected and qualify. The newly elected board members become active by attending their first board meeting. Directors are required to attend at least 75% of the Association’s scheduled annual meetings. Directors may face disciplinary action from the remaining Board members for absenteeism.

SECTION 3. QUORUM.

Seven members of the Board of Directors shall be necessary to constitute a quorum at each regular and special meeting of the Board of Directors.

SECTION 4. VACANCIES.

Vacancies in the Board of Directors may be filled by a quorum of the remaining Directors. The regular members in good standing may elect a Director, or Directors, at any time to fill any vacancy, or vacancies in the Board of Directors that is not filled. Any vacancy or vacancies shall be deemed to exist in the case of death, resignation, removal, or failure to qualify of any Director, or if the authorized number of Directors is increased, or if the members fail to elect an authorized number of Directors.

SECTION 5. REGULAR MEETING OF DIRECTORS.

The Board of Directors shall meet no less than six times per year. Notice of each regular meeting shall be mailed (postmarked) to each Director and Officer at least five days prior to said meetings.

SECTION 6. SPECIAL MEETINGS OF DIRECTORS.

A special meeting of the Board of Directors shall be held whenever called by the President, or by a quorum of the Directors. Any and all business may be transacted at a special meeting. Notice of each special meeting shall be mailed, e-mailed, telephoned, or personally given to each Director and Officer at least twelve hours prior to the time of said meeting.

ARTICLE VI

POWERS OF THE DIRECTORS

THE DIRECTORS SHALL HAVE THE POWER:

First: A majority of the current board members may call special
meetings of the members when they deem it necessary.
Second: To prescribe the duties and powers and fix the compensation of all Officers.
Third: To make such rules and regulations in the management and control of the affairs and business of the Association as they deem best, not inconsistent with the law or these By Laws.
Fourth: To pass upon the qualifications of any members of this Association and to expel any members and forfeit any member ship as in these By Laws provided.

ARTICLE VII

DUTIES OF THE DIRECTORS

IT SHALL BE THE DUTIES OF THE DIRECTORS:

First: To serve the Association faithfully and without compensation for
services as Directors.
Second: To cause to be kept a complete record of the minutes and acts, and of the proceedings of the Association and present a full statement at the annual meeting of the members, showing in detail the assets and liabilities of the Association, and generally the condition of its affairs.
Third: To supervise all Officers, agents, and employees, and see that their duties are properly performed.

ARTICLE VIII

OFFICERS

SECTION 1. OFFICERS.

The Officers shall be President, Vice-President and Secretary/Treasurer. Officers shall serve for a term of three years. The President, Vice-President and Secretary/Treasurer shall be elected in alternate years (one each year.) The Officers shall be regular members in good standing of the Association. The Officers shall be members of the Board of Directors with all voting privileges and rights entitled by that position. If a matter to be decided by a vote of the board members shall results in a tie, the President’s vote shall be decisive.

SECTION 2. PRESIDENT.

The President shall be the Chief Operating Officer of the Association and shall, subject to the control of the Board of Directors, have general supervision, direction, and control of the operations and management of the Association. The President shall preside at all meetings of the members and shall be the ex officio member of all standing committees. The President shall be the thirteenth member of the Board of Directors. The President shall have the general powers and duties of management usually vested in the office of President, and shall have such other powers and duties as may be prescribed by the Board of Directors and by these By Laws.

SECTION 3. VICE-PRESIDENT.

In the absence or disability of the President, the Vice-President shall perform all the duties of the President, and when so acting, shall have the powers of, and be subject to all the restrictions upon the President. The Vice-President shall have such other powers and perform such other duties as from time to time may be described respectively by the Board of Directors or these By Laws.

SECTION 4. SECRETARY/TREASURER.

The Secretary/Treasurer shall keep, or cause to be kept, a membership record showing the name and address of each regular and associate member, the date of initiation, and in the event of the membership having been terminated, the fact of the termination together with the date upon which such membership ceased. The Secretary/Treasurer shall keep, or cause to be kept, records of the proceedings of meetings of the Board of Directors and the annual meeting. The Secretary/Treasurer shall also discharge such other duties as pertain to this office or which may be prescribed by the Board of Directors. The Secretary/Treasurer and/or the Executive Diector shall receive all the monies of the Association from whom they shall be due, giving receipt therefore, and shall have the custody and control of all funds of the Association subject to the direction and control of the Board of Directors. The Secretary/Treasurer and/or the Executive Director shall keep an accurate account of all monies received and disbursed, and of the financial condition of the Association. The Officers and the Executive Director may be required to give bond to the Board of Directors in such amount as the Board of Directors shall fix. The Secretary/Treasurer and/or the Executive Director shall maintain only the bank accounts approved by the Board of Directors.

SECTION 5.  ELECTION AND VOTING PROCEDURES.

Officers shall be nominated at the annual meeting in the fall or at any special meeting called for that purpose.  If there is only one nominee for an office, that person may be elected by a majority vote of those present.  Otherwise, the election shall be carried out in the same manner and at the same time as the election of Directors (see Article V, Section 2).

ARTICLE IX

AMENDMENTS TO THE ITBOA BY LAWS

SECTION 1. AMENDMENTS.

The By Laws of this Association may be amended or repealed, whole or in part, by a quorum of the Board of Directors. Amended October 15, 2018.


ITBOA