A. There shall be seven directors elected from the Association voting membership that serve three-year terms. Terms are staggered so that approximately one-third of the directors are elected each year.
B. Candidates must be voting members that are current with dues payment, own a Morab registered in the voting members name with IMR, have served as a volunteer for IMBA in some capacity, be a member in the year prior to the year in which the ballot will be cast or by petitioning the BOD and receiving approval, and not currently being considered for removal from membership. The Nominating Committee shall notify any member who submitted a biography but does not qualify; such individual may appeal to the BOD for approval. Each candidate must submit his/her biography such that it is received by the Nominating Committee Chair by August 15. The biographies may not include references to another candidate running for the IMBA Board of Directors, either to encourage or discourage members from voting for that candidate. The Nominating Committee shall review each biography to assure that this guideline is met and shall promptly return biographies to candidates with an explanation if this guideline is not met. The Nominating Committee shall accept a valid biography regardless of any spelling or grammatical errors and shall not edit the biography but print as presented. There is a maximum of 550 words for the biography and a form shall be available for candidates on the website. [Adopted Nov. 2008]
C. At least one nomination will be placed for each position, with accommodations made for write-in entries. A write-in candidate may be elected but must have the same qualifications as a nominated candidate to hold a seat on the BOD. [Adopted Nov. 2008]
D. Ballots for directors nominated by the Nominating Committee shall be mailed to the voting membership no more than 45 and no less than 30 days prior to the Annual Meeting of Members. Ballots must be mailed to the location designated on the ballot and must be post-marked at least 7 days prior to the Annual Meeting of Members. A person whose application to join IMBA is postmarked by September 15 will receive a ballot for the current year; after that date the membership will be carried into the next year. [Adopted Nov. 2006]
E. Vacancies shall be filled by the BOD from the voting membership.
F. A board member may resign by submitting a written resignation to the Chairperson. The resignation is effective as soon as it is received. If a board member resigns mid-term, he/she must be re-elected to serve again on the board. [Adopted Nov. 2009]
G. As membership increases, the number of BOD may increase in increments of 2 directorships to maintain an odd number total. At least one director may be elected from each region if the region has at least 25 voting members prior to a June 15th deadline for nominations. If a region with 25 members fails to offer a nominee by the June 15th deadline before the Annual Meeting of Members, the total number of board members shall remain an odd number.
Before taking office, each director will sign in front of one non-family member witness, date and file with the Registrar, the following Oath of Office: “I do solemnly pledge that I will, to the best of my abilities, perform the duties of this office. At the close of my official term, I will turn over to my successor, all books, records and other properties, including funds, of the Association, that may be in my possession. I will also deliver all such properties to the Association upon lawful demand. During my term of office for the IMBA, I will not serve as a director/officer of any other Morab, Arabian, or Morgan Registry. I will at all times devote my efforts to further the objectives and best interests of the Association.” The Registrar will send a copy of the signed oath to the Secretary for his/her files.
The BOD shall have authority and responsibility for the following:
Enter into contracts, pay debts, make investments, keep a good accounting of all financial transactions, establish and set pay and/or benefits for an Association Executive and/or staff; approve and remove Association memberships, appoint the Executive Director, Registrar, Webmaster and approve committee members nominated by the Chairperson.
A director must be a member in good standing throughout his/her term of office. If a director allows his/her membership to lapse for 2 months, the chair shall immediately call for the director’s membership or resignation. If the director fails to renew his/her membership within a month after the chair person’s notice, that director is effectively removed from office. A director convicted in a court of law of a felony is effectively removed from office unless as otherwise determined by the board. [Adopted Nov. 2008]
Directors who incur pre-authorized expenses in the performance of their authorized duties shall, upon approval by the Executive Committee, be reimbursed when such expenses are itemized and presented to the respective Association officer.
Officers shall be Chairperson, Vice-Chairperson, Secretary and Treasurer.
Officers are elected annually from and by the BOD at its first regularly scheduled meeting following the Annual Meeting of Members.
Officers constitute the Executive Committee, which shall supervise and manage the Association on a daily basis. The committee shall also serve as the Finance Committee charged with establishing annual budgets, employing sound financial management and planning for the Association. Any of these duties may be assigned to the Executive Director with oversight by the Executive & Finance Committee.
The Chairperson shall preside at all meeting of the Association members, BOD, Executive Committee, Registry Committee and may represent the Association at special meetings. The Chairperson shall appoint committees as provided by these Bylaws and be an ex-officio member of all committees. The Chairperson shall see that provisions of the Constitution, Bylaws and Rules are enforced and that resolutions adopted by the Association are executed, and shall have general supervising control of the affairs of the Association, and shall report on progress at BOD meetings and Annual Meeting of Members. The Chairperson may assign duties to other members of the Association.
The Vice-chairperson shall perform the duties of the Chairperson in his/her absence or disability. The Vice-chairperson will also assist in the planning of program activities and other duties as may be directed by the Chairperson.
The Secretary shall take minutes of all Executive Committee meetings, BOD meetings, including BOD meetings where votes are cast electronically, and at the Annual Meeting of Members, and promptly provide copies of drafts and approved minutes to the Registrar. The Secretary shall maintain or cause to maintain a historical record of all official Association activities as determined by the BOD, provide correspondence as requested by the Chairperson and perform duties incidental to the office. The Secretary shall coordinate these duties with the Registrar such that copies of all official Association documents are preserved by the Registrar. In the absence of both the Chairperson and the Vice-Chairperson, the Secretary may conduct BOD meetings and/or the Annual Meeting, or may assign this duty to another member of the BOD.
The Treasurer shall, in cooperation with the Executive Director, keep or cause to keep a record of all financial accountings of the Association and present a report of the expenses, revenue, investments and savings as requested at BOD meetings and Annual Meeting of Members. The Treasurer shall supervise the Executive Director duty to receive and disburse, upon receipt of proper vouchers, all funds coming to or belonging to the Association; he/she shall assure that all deposits of Association funds are placed in the name of the Association in a bank to be selected by the Finance Committee. He/she shall keep or cause to keep an accurate account of all receipts and disbursements
Any un-expired term of the Chairperson shall be completed by the Vice-chairperson.
Any un-expired term of the Vice-chairperson, Secretary or Treasurer shall be completed by an appointment made by the Chairperson from the BOD.
Any un-expired term of a member of the BOD who is not an officer shall be filled by a nomination from the Chairperson and selected with the approval of the BOD. [Adopted Nov. 2009] NOTE: Conflicts with Article 1, Section 1 g.
The Executive Director is nominated by the Chairperson and selected with the approval of the BOD. The Chairperson may develop an interview process with assistance from the BOD. The positions of Executive Director and Registrar may be filled by the same person.
The Executive Director may assist the Executive & Finance Committee in conducting the daily business of the Association, including information services, budgeting, finances and accounting. Under the Treasurer’s supervision, he/she shall receive and disburse, upon receipt of proper vouchers, all funds coming to or belonging to the Association; he/she shall assure that all deposits of Association funds are placed in the name of the Association in a bank to be selected by the Finance Committee. He/she shall keep an accurate account of all receipts and disbursements.
The Executive Director shall be a member of the Association
The Registrar is nominated by the Chairperson and selected with the approval of the BOD. The Chairperson may develop an interview process with assistance from the BOD. The positions of Executive Director and Registrar may be filled by the same person.
The Registrar shall faithfully keep accurate records of the Association Registry known as the International Morab Registry™ (IMR), shall provide information and assistance regarding registration, and shall process registration applications, prepare registration papers and provide certified copies to deserving applicants in a timely manner. The Registrar shall receive and preserve futurity records, Region horse show results and records, and other IMBA-sanctioned event records.
The Registrar shall be a member of the Association.
The webmaster is nominated by the Chairperson and selected with the approval of the BOD. The Chairperson may develop an interview process with assistance from the BOD.
The Webmaster shall preserve, maintain and update the IMBA website with timely, accurate information presented in an organized and attractive manner. The Webmaster shall present new ideas and initiatives for the website to the Chairperson who may elect to present the initiatives and any drafts to the BOD or other members for review. The Webmaster shall assure that the IMBA website is well-maintained, properly administered, and that the domain name is the property of IMBA, and that the website and the domain name are preserved unless and until replaced or discontinued by the BOD. The BOD shall assist the Webmaster in these endeavors.
A. Breeder membership. Those actively engaged in breeding Morabs may apply to the Board of Directors (BOD) for this membership; applications are reviewed by the BOD and accepted or rejected. Those accepted may vote on issues brought to voting members by the BOD. There are 3 types of Breeder membership:
B. Owner membership. Those who are current owners, age 18 or above, of International Morab Registry™ (IMR) Morabs may apply to the BOD for this membership; applications are reviewed by the BOD and accepted or rejected. Those accepted may vote on issues brought to voting members by the BOD.
C. Associate membership. Those who are Morab trainers, Arabian and Morgan breeders offering stock for sale and others interested in Morabs may apply to the Board of Directors (BOD) for this membership; applications are reviewed by the BOD and accepted or rejected. Those accepted may participate in Association activities but may not vote on issues brought to voting members by the BOD.
It shall be the duty of each member to cooperative with and as possible, assist the BOD in the discharge of its duties and to follow the Association’s Constitution, Bylaws and Registry Rules.
Dues for the various membership categories are recommended by the BOD and determined by the voting membership at the annual meeting. Fees for various services are established by the BOD.
Any member may be removed from membership by two-thirds vote of the BOD after the accused member has been duly notified and given due process by presenting his/her case at a meeting held for such purpose by the BOD. Reasons for removal are significant violations of the Association’s Constitution, Bylaws, or Rules, or actions grossly contrary to the best interests of the Association. Such removal shall be based on a preponderance of evidence against the member. A person whose membership has been removed may apply to the BOD to have his/her membership restored one year after the effective date of the removal.
The Annual Meeting of Members shall be held annually in a place, on a date and time determined by the BOD. The Executive Director shall distribute notice of the meeting at least 30 days in advance. The notice may include official ballots of candidates for the BOD. The meeting is open to all members and their guests. Only current voting members may vote. The Chairperson or any other BOD may request personal identification in order to verify membership status and voting eligibility.
Special meetings of the members may be called by the Chairperson at any time with at least 30 days advanced notice given to the members by the Executive Director. Members may petition for a special meeting by obtaining signatures of ¼ of the Voting Members on a petition that states the purpose of such meetings. Only current voting members may vote. The Chairperson or any other BOD may request personal identification in order to verify membership status and voting eligibility.
The BOD shall meet at least annually in a place, on a date and time determined by the BOD that immediately precedes and/or follows the Annual Meeting of Members. The BOD may conduct discussions, committee planning and vote on BOD matters via electronic media. Only members of the BOD may vote at BOD meetings.
The business of all meetings shall be conducted according to Robert’s Rules of Order, with the Chairperson either serving as parliamentarian or appointing another BOD as parliamentarian at the beginning of the meeting. A quorum consists of over fifty percent of the members of the BOD. The presence of a quorum will be noted by the Chairperson who calls the meeting to order. Here follows a suggested order of business:
Committee members are nominated by the Chairperson and appointed with the approval of the BOD. All members of a committee must be current members of IMBA unless the Committee is designed to have non-members for a particular reason approved by the BOD. At least one member of the BOD shall serve on each standing committee. The term of each committee member is for one calendar year, and may be extended each year for subsequent terms by the Chairperson with the approval of the BOD.
The Committee Chair is responsible for developing any statement of purpose as prescribed in the Bylaws or by the BOD, for presenting a plan of action or other recommendations to the BOD for approval, for conducting the business and fulfilling the purpose of the Committee in accordance with BOD and/or Bylaw guidelines, and shall present committee progress reports to the Chairperson. Committee members shall assist the Committee Chair in fulfilling the purpose of the Committee in accordance with BOD and/or Bylaw guidelines. Committee expenses must be approved by the BOD and pre-approval is highly encouraged.
C. Committee Reporting
The chairperson shall determine a method of committee reporting and may call for reports on a quarterly, bi-monthly or monthly basis. The chair shall give notice to all committee chairs prior to the deadline for reports. If a committee chair fails to report for two consecutive reporting periods, the BOD may vote to remove the committee chair and/or disband the committee if it has not been established in the bylaws. [Adopted Nov. 2008]
The Nominating Committee shall consist of 2 members, at least one of whom shall also serve on the BOD provided that the member(s) is not up for re-election. Members are nominated by the Chairperson and approved by the BOD. These members shall review and nominate qualified candidates for the BOD. The Nominating Committee shall attempt to nominate qualified candidates from different geographic regions. Once the new directors are elected, the committee is automatically dissolved. (See Article 1, Section 1, part b for additional responsibilities.)
The Futurity Committee shall consist of the Committee Chair and members nominated by the Chairperson and approved by the BOD. The committee develops, promotes, advertises and produces an annual Futurity competition program. The committee shall recommend its program to the BOD for approval. The committee shall develop qualifications, forms, advertising and records; set and collect fees; establish classes; determine and issue awards, and file with the Executive Director/Registrar a written summary report within a month following the date of each year’s Futurity. The Committee shall endeavor to establish Futurity programs in all geographic IMBA Regions that may be established by the BOD.
The Youth Committee shall consist of the Committee Chair and members nominated by the Chairperson and approved by the BOD. It shall oversee the activities of the International Morab Breeders’ Youth Association and act as the liaison between that Association and the BOD.
Special Committees and Task Forces shall be established as deemed necessary. Members shall be nominated by the Chairperson and appointed with approval of the BOD. Such committees’ purpose, duties, authority and longevity will be determined in writing by the Chairperson or designee, approved by the BOD, and filed with the Secretary. Such Committees and Task Forces shall in no way conflict with the Constitution, Bylaws, or duty of a standing committee.
The Bylaws Committee shall consist of the Committee Chair and members nominated by the Chairperson and approved by the BOD. The Chairperson may also elect to serve on the committee. The committee shall operate under a Statement of Purpose approved by the BOD.
The Registry Rules Committee shall consist of the Committee Chair and members nominated by the Chairperson and approved by the BOD. The committee shall operate under a Statement of Purpose approved by the BOD.
The Awards Committee shall consist of the Committee Chair and members nominated by the Chairperson and approved by the BOD. The committee shall operate under a Statement of Purpose approved by the BOD. The statement of purpose shall include administration of the Lifetime Achievement Award Program (LAAP).
These Bylaws may be amended, rescinded or replaced by a two-thirds vote of the members present at any Annual Meeting of Members or special meeting called for that reason.
Proposed amendments to these Bylaws must be submitted to the Executive Director at least 120 days prior to the Annual Meeting of Members, who upon approval of the BOD shall include a copy with the announcement of the meeting such that members may have a comment period prior to the Annual Meeting. The Executive Director shall present amendments and member comments at the Annual Meeting of Members.
The Registrar shall, in coordination with the BOD and Committee Chairpersons, preserve or cause to preserve the official documents of the Association. [Adopted Nov. 2006]
Last update: September 23, 2010 by Jane Licht, Chair of the Bylaws and Rules Committee.