Corporate By-Laws

NATIONAL ASSOCIATION OF BREEDERS NON-PROFIT CORPORATION Amended 4-18-17

SECTION I

Mission Statement

The mission of the National Association of Breeders is to promote the selective showing and breeding of the Missouri Fox Trotting performance horse.

SECTION II

Membership Eligibility

The corporation shall have two classes of members.

Class I members shall be all MFTHBA members who have paid annual membership dues for the current year in an amount to be determined by the Board of Directors. Class I members are allowed one vote per paid membership on issues pertaining to Class I members. (You do not have to own a stallion to be a Class I member. Each Class I member has one vote.)

Class II members shall be all Class I members who have paid the annual nomination fee for their stallion to participate in the National Association of Breeders, Inc.’s National Breeders Cup Championship. The stallion nomination fee shall be determined by the Board of Directors. Class II members are allowed one vote per paid stallion nomination fee on issues pertaining to Class II members.

Membership Meetings

The annual membership meeting to elect officers and directors will be held in conjunction with the National Breeders Championship Show.

Time and Place of Meetings

Time and place of meetings will be determined by the Board of Directors with a 30-day written notice given to each member which shall be mailed or e-mailed to the member’s last known postal or e-mail address.

Special meetings may be called by the president or three board members with a 30-day notice.

Quorum

At least 5% of the members must be present to conduct business. List of Members A complete list of members entitled to vote at any annual or special meeting shall be provided by the person having charge of the membership books.

Voting

Voting will be in person.

SECTION III

Board of Directors

Number Officers will serve as directors plus twelve (12) other elected directors. The officers shall be president, vice-president, secretary and treasurer. A quorum will be eight (8) directors plus the president. At least half of the voting members of officers and Board of Directors will be Class II members. The President is a non-voting member. The only exception will be in case of a tie, then the President will vote to break the tie. The outgoing President will serve as a non-voting advisory member for one year.

Duration

The president, vice president, secretary and treasurer will serve two year terms. The election of the president and secretary will alternate with the election of the vice president and treasurer. The twelve directors will serve three (3) year terms. Four directors will be elected each year. There is no limit on terms. Vacancies The Board of Directors can fill any vacancy, by majority vote, until the next annual election of officers and directors.

Treasurer-Accounting

The treasurer must be bonded or insured for theft or fraud. A Certified Public Accountant will be retained to set up accounting procedures, file taxes, etc. and establish requirements for check signature. The corporation’s books will be open to all members during business hours. A financial statement will be available quarterly upon member request.

SECTION IV

Administrative Costs

A minimum of 14% and a maximum of 20% of the nomination fees (stallion, weanling, yearling, two year old, etc.) will be held for expenses.

Selection of Show Judges for the NBC Show

Each year the owners of the stallions that produced the current year’s two year olds shall nominate one judge per paid up stallion. (Example: For the 2011 show, the owners of stallions nominated for the 2008 breeding season will nominate judges.)

Nomination

Nomination forms will be sent out prior to the show and stallion owners will have a limited amount of time to nominate a judge. Nomination forms returned by the deadline will then be collected and tallied by the NAB Board of Directors.

In the event that a total of twenty or more valid judge nominations is not received from the stallion owners, additional nominations will be added to the list until a total of twenty is obtained using the following method: Nomination forms will be sent out to the owners of paid up two year olds for that year at approximately the same time as the stallion nomination forms are sent out. Those two year old owners may nominate a judge. Nominations forms returned by the deadline will be collected by the NAB Board of Directors. Names from the pool of valid nominations received from the two year old owners will be selected at random until the total number of judges on the ballot (those received from the stallion owners plus those received from the two year old owners) reaches twenty.

The number of judges for the National Breeders Championship Show will be determined each year by the NAB Board of Directors. There will be a minimum of 3 judges and a maximum of 6 judges. The names of the twenty nominated judges will then be put on a ballot and returned to the stallion owners. Owners receive one ballot for each stallion paid up. Owners may choose names from the list. The maximum number of names to be chosen from the list will be based on the number of judges determined to be hired by the NAB Board of Directors for the current year’s show. Ballots returned by the deadline will then be collected and tallied by the NAB Board of Directors.

Voting

The names of the top ten vote earners will be placed on a ballot and mailed to the owners of the entries paid up for that year. Owners will receive one ballot per paid up entry. (Example: John Doe has one paid up two year old and one paid up three year old for the 2011 show. He will receive two ballots.) Owners may choose names from the list. The maximum number of names to be chosen from the list will be based on the number of judges determined to be hired by the NAB Board of Directors for the current year’s show. Ballots returned by the deadline will then be collected and tallied by the NAB Board of Directors. The top vote earners will be the judges for the National Breeders Championship Show, based on the number determined each year by the NAB Board of Directors as previously described.