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By-Laws

 
ARTICLE I.
The name of the association shall be the ASSOCIATION OF RODEO COMMITTEES. The principal office shall be located in Reno, Nevada or such other locations as the Board of Directors may from time to time designate.
ARTICLE II.
 

PURPOSE: The purpose of the Association shall be to advance the needs of rodeo committees by providing educational opportunities, serving as a resource, and fostering communication with the PRCA.

  1. Serve as a communication vehicle for rodeo committees by analyzing, compiling and disseminating information relative to the laws and regulation of interest to the membership.
  2. Serve as a resource for rodeo committees by collecting and disseminating statistics and other best practices information.
  3. Promote rodeo production within the various classes and sizes of rodeos by f promoting meaningful guidelines and practices for the unification and betterment of all rodeo productions.
  4. Engage in any lawful practices which will enhance the efficient and economic production of rodeo and generally inform the public of the scope and character of the Association and the sport of rodeo.
ARTICLE III.
MEMBERSHIP
 

Section I. Regular members. Regular members of the Association shall be composed of rodeo committees and producers, or their designated personnel and representatives. Any person, form or entity engaged in the production of a rodeo shall be eligible to become a regular member of the association; provided that membership herein shall be considered a privilege and not a right.

Section 2. Associate Members. An associate shall be composed of any person, firm or corporation interested in the production of rodeos.

Section 3. Meetings. The annual general membership meeting shall be held during the month of December each year. Notice of the time and place of the meeting shall be given to each member at least ten (10) days before the meeting

Other general membership meetings may be called by a majority of the Board of Directors or by a quorum of the members. The members present at any membership meeting shall constitute a quorum.

Section 4. Voting. Each regular member in good standing shall have one vote on all matters coming before the general membership, with the exception of the election of directors, in which event voting shall be in accordance with Section 2. of Article IV. of these By-Laws. Associate and stock contractor members shall have no vote on matters coming before the general membership.

Section 5. Dues. The association members shall pay annual dues to the association.

Section 6. Notices. (a) Any notice required or permitted by these Bylaws to be given to a member, director, officer, or member of a committee of the Corporation may be given by mail, facsimile or electronic mail. If mailed, a notice shall be deemed to be delivered when deposited in the United States mail addressed to the person at his or her address as it appears on the records of the Corporation, with postage prepaid. If given by facsimile, a notice shall be deemed to be delivered by a confirmation notice generated to the sender location. If given by electronic mail, a notice shall be deemed to be delivered when return receipt is received by the sender. A person may change his or her address by giving written notice to the secretary of the Corporation.

(b) Written or printed notice of any meeting of the members or Board of Directors, including the annual meeting (if notice of the annual meeting of the Board of Directors is given), and notice of a meeting of any committee, will be delivered to each member or director or committee member not less than 10, nor more than 60, days before the date of the meeting.

(c) The notices shall state the place, day, and time of the meeting, who called the meeting, and the purpose or purposes for which the meeting is called.

ARTICLE IV.
BOARD OF DIRECTORS
 

Section 1. General Powers and Duties. The business and property of the association shall be generally managed by the board of directors. The board of directors shall function as the general policy making arm of the association

Section 2. Number. Tenure. and Qualifications. There shall be not less than ten nor more than 30 members of the board of directors. All members shall be entitled to vote for all directors. Directors, except in some cases the immediate past chairman, shall serve a term of the three years and until his/her successor is elected and qualified. The board of director may employ an executive director, who shall be an ex-officio member of the board of directors and who shall serve for such term as the board may direct.

Section 3. Vacancies. Any vacancy occurring in the board of directors may be filled by the vote of the majority of the remaining directors, even though less than a quorum. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

Section 4. Quorum. Four (4) members of the board of director shall constitute a quorum for the transaction of business at any meeting of the board of directors. Unless otherwise required by these By-Laws, the Articles, or Wyoming law, a majority vote shall be necessary to effectuate board action.

Section 5. Annual Meeting. The annual meeting of the Board of Directors shall be held immediately following the annual membership meeting each year.

Section 6. Meetings. The Board of Directors shall hold at least (2) additional meetings each year at such time and place as the chairman shall direct. Other special meetings may be called by the Chairman or any three (3) directors. At least (5) days notice of the time and place of all meetings shall be given to each director. The Board of Directors, the officers, and any committee of the Corporation, may hold a meeting by telephone conference-call procedures in which all persons participating in the meeting can hear each other. The notice of a meeting by telephone conference must state the fact that the meeting will be held by telephone, as well as all other matters required to be included in the notice. Participation of a person in a conference-call meeting constitutes presence of that person at the meeting.

Section 7. Sanctions. The Board of Directors may, from time to time, after proper notice and an opportunity to be heard, impose such sanctions as it deems proper for the best interests of the association upon individual members whenever the lack of sanctions would create an adverse impact upon the goals of the association.

Section 8. Committees The Board of Directors may adopt a resolution establishing one or more committees and delegating specified authority to a committee. A committee may include persons who are not directors. The Board of Directors may establish qualifications for membership on a committee. The establishment of a committee or the delegation of authority to it shall not relieve the Board of Directors, or any individual director, of the responsibility imposed by the Bylaws or otherwise imposed by law.

 
 
ARTICLE V.
OFFICERS
 

Section 1. Number. The officers of the association shall be a chairman, a vice-chairman, secretary and treasurer each of who shall be elected from the Board of Directors.

Section 2. Election and Term of Office. Officers shall be elected by the board of directors at the annual meeting, and each officer shall hold office for a term of one year, or until a successor shall have been duly elected and qualified.

Section 3. Vacancies. A vacancy in any office may be filled by election at any special meeting of the board of directors. The person elected shall serve for the unexpired term of his/her predecessor.

Section 4. Chairman. The Chairman shall function as the chief executive officer of the association and shall have the general control and management of the association. He may execute, with the executive director, any legal documents on behalf of the association. And, in general, he shall perform all duties incident to the office of chairman and such other duties as may be prescribed by the board of directors from time to time.

Section 5. Vice-Chairman. In the absence of the chairman, the vice-chairman shall perform the duties of the chairman, and, when so acting, shall have the powers of and be subject to all the restrictions upon the chairman. In addition, the vice-chairman shall perform such other duties as from time to time may be assigned to him by the chairman or the board of directors.

Section 6. Secretary. The secretary shall be the custodian of the records of the association, including the minutes of all meeting of the board of directors and of the members. In addition, he shall keep a list of members, including the categories with in which each member may be for purposes of dues and for purposes of electing members of the board of directors. He shall sign with the chairman any legal documents of behalf of the association, and in general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the chairman or by the board of directors.

Section 7. Treasurer. The treasurer shall have charge and custody of and be responsible for all funds of the association. He/she shall, in cooperation with the chairman prepare an annual budget which shall be presented to and approved by the Board of Directors at its annual meeting, or at such other special meeting as may be called for that purpose.

Section 8. Limitations. Any expenditure of funds which would be in excess of ten percent (10%) of the amount budgeted for that expenditure must be approved by the board of directors, provided, however, the chairman shall always be empowered to disburse funds of the association to meet the actual travel expenses of the board or any officer whenever such person or persons are engaged in association business and funds are available to meet such expenses.

Section 9. Compensation. Board of Directors shall not receive any compensation for their services as a director or committee member. A director or committee member may serve the Association in any other capacity, however, and may receive compensation for those services, provided that the compensation paid to a director or committee member in a capacity other than as a director or committee member is commensurate with the services performed and is reasonable in amount.

ARTICLE VI.
AMENDMENTS
 

These By-Laws may be altered, amended or repealed and new By-Laws may be adopted by the board of directors at any regular or special meeting of the board of directors.

Approved by the Board of Directors
July 10, 2009

 
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