ARTICLES OF THE CONSTITUTION AND BY-LAWS FOR
                          BLUE MOUNAIN PAINT HORSE CLUB
ARTICLE I
Name and purpose

SECTION 1
The name of this organization shall be the “BLUE MOUNTAIN PAINT HORSE
CLUB.” The official abbreviation shall be BMPHC.

SECTION 2
The purpose of the BMPHC shall at all times be operated and conducted as a
non-profit association in accordance with the laws of the state of Oregon.
The purpose of the BMPHC is as follows:

• A. To promote the Paint Horse Breed.
• B. To foster the principles of good care of horses.
• C. To create a deeper interest among horseman for the use of Paint
• horses.
• D. To abide by the Constitutions and regulations of the American Paint
• Horse Association.

SECTION 3
The BMPHC shall include the following area: Sherman, Gilliam, Morrow,
Umatilla, Union and Wallowa counties in the State of Oregon and share
Walla Walla county of S.E. Washington State with N.W. Paint Horse Club.
The principal place of business of the club shall be the address of the duly
elected Secretary.

ARTICLE II
Membership

SECTION 1
Application for club membership shall be submitted to club secretary along
appropriate dues to establish membership with BMPHC. Membership shall
not be limited to individuals, but may include firms, corporations, executors,
trustees and institutions of learning.

SECTION 2
There shall be no shares of stock and only one class of members.
Membership shall be open to all persons who subscribe to the aims of the
BMPHC, abide by the rules and regulations, and assist in furthering its
purpose and objectives.

SECTION 3
All reports of conduct unbecoming, detrimental or in violation of club or
APHA rules will be investigated by the Board. A report and
recommendation for handling the problem shall be given to membership at
a regularly scheduled meeting for vote.

SECTION 4
All adult members, while in good standing shall have:
• equal rights, interest and responsibilities with respect to the club and
its property
• right to vote in person, in all membership meetings
• right to hold office and committee assignments, except as other wise
limited.
Any member of the BMPHC holding office who is delinquent in dues
shall be removed from office automatically. In these by-laws, when the
term member(s) is used, unless otherwise specified, it shall mean a
member(s) having the right to vote. Each adult membership entitles the
member to one (1) vote. A family membership is entitled to have two (2)
members vote. No more than two (2) votes per immediate family shall
be legal, even if the family has more than one membership, i.e. such as a
partnership or corporation membership.

SECTION 5
An active member is any member that has paid current year’s dues.

SECTION 6
The categories of membership shall be;

• A. Family membership = 2 votes
• B. Adult membership = 1 vote
• C. Partnership, corporation, trustee, or learning institution = 2 votes
• D. Youth members, 18 and under as of January 1st

SECTION 7
Dues will be payable and due at the annual general membership meeting in
October. The club year will run from October 1st of the current year to
September 30th of the following year.

ARTICLE III
Elections of Officers and Board of Directors

SECTION 1
Elected Officers of the club are: President, First Vice-president, Secretary,
treasurer, and four Directors. The past President will automatically become
the second Vice-president unless voted into another position. No Officer
will be allowed over 2 consecutive terms in the same office. Not more than
one member of an immediate family can hold office at the same time, with
the exception of the Board.

SECTION 2
Officers shall be elected by members in good standing at the general
membership meeting in October. They shall take office at the close of the
annual general membership meeting.

SECTION 3
In the event of any office vacancy caused by absence from three
consecutive monthly meetings without valid cause, resignation, or death of
an officer, such office shall be filled by appointment of the Board for the
balance of the term. Except in the case of the President, which such
vacancy will be filled by the first Vice-President for the balance of the term.

SECTION 4
The members shall nominate people for the offices at the August meeting.
Nominations from the floor will be opened at this time. The nominations
will remain open and shall be posted in the newsletter for August and
September. Nominations will be voted on at the October general
membership meeting. NO absentee ballots shall be accepted for election of
officers.

SECTION 5
For the transaction of the club business at a general membership meeting, a
quorum shall constitute a majority of the voting members present.

ARTICLE IV
Officers and Duties

SECTION 1
The President shall preside at all regular meetings of the club and all Board
meetings. The President may call a special meeting.

SECTION 2
The Vice-President, in the absence of the President, will perform all duties of
the President.

SECTION 3
The Secretary shall keep minutes of all general meetings and board
meetings, maintain a current record of membership, and maintain a
meeting attendance/roll call record. The Secretary shall provide a copy of
the preceding meeting minutes to the President prior to the start of each
meeting.

SECTION 4
The Treasurer shall receive all monies due to the club. They shall keep full
and accurate records of all receipts and disbursements. A monthly report
shall be given. There shall be three signatures allowed on the club account
which will include President, Treasurer, and one other member selected by
the Board. All checks will require two signatures. An audit should be made
one month prior to the October general meeting. The annual financial
report is to be distributed to all club members.

SECTION 5
The newsletter editor is voted position. The newsletter shall go out once
monthly to all members. Members with email will receive their newsletter
via email unless otherwise requested, and those members without email will
receive their newsletter via standard mail. At the minimum, the newsletter
should include minutes of the preceding meeting and an announcement of
the next upcoming meeting.

ARTILCLE V
Board of Directors

SECTION 1
The Executive Board shall consist of the President, First Vice-President,
Second Vice President (if applicable), Secretary, Treasurer, and four
Directors. The Directors shall consist of four members and each member
shall serve two years. Two year terms shall be staggered so each year only
two board member terms will expire and only two new board members
shall be elected. Therefore, each year only two members of the board are
replaced. There shall be two alternates listed each year in the case of a
vacancy in a director position.

SECTION 2
The Board shall be responsible for the general management of the affairs of
the club. However at no time will a Board decision overrule a vote of the
membership. The Secretary shall keep minutes of the Board meetings. The
Board after a hearing may recommend, censure, suspend or expel any
officer or member, whose conduct shall be found to be prejudicial to the
best interest of the club or APHA. A meeting of the Board shall be held at
the discretion of the President or at the request of three or more of the
Board members. The Board shall delegate to various committees such duties
and powers as it shall deem necessary and advisable.

ARTICLE VI
Meetings

SECTION 1
Meetings of the club will be held on a monthly basis at a time designated by
the membership.

SECTION 2
Order of Business for the Club shall be as follows:

• A. Call to order
• B. Roll call of officers and directors
• C. Minutes from the last meeting
• D. Treasurers report
• E. Presentation of bills
• F. Report of correspondence
• G. Committee reports
• H. Old Business
• I. New Business
• J. Adjournment

SECTION 3
The club adopts as a guide to supplement these articles the book, ROBERTS
RULES OF ORDER.

SECTION 4
To be considered present at a meeting a member must personally sign the
attendance book.

ARTICLE VII
Amendments

SECTION 1
To Amend these by-laws a 2/3 majority vote at two consecutive meetings is
required, or by a 2/3 majority of the members present at a meeting called
for that purpose. All the members must have three weeks written notice of
the proposed changes prior to a special meeting. Amendments approved
by the membership become effective immediately.

ARTICLE VIII
Indemnification
Each officer, director and committee member of the Blue Mountain Paint
Horse Club shall be indemnified by the BMPHC against all costs, expenses
and liabilities reasonably incurred by him/her in connection with/or
resulting from any action, suit or proceeding to which he/she may be made
a party by reason of his or her being or having been a director, officer or
committee member of the Club, except in relation to matters which shall
have been occasioned by the willful misconduct or dishonesty of such
officer, director or committee member. The foregoing right indemnification
shall cover amounts paid settlement of any such action, suit or proceeding
when such settlement appears to be in the interest of the Club. The
foregoing rights shall be in addition to any other rights to which such
officer, director or committee member may be entitled as a matter of law.

ARTICLE IX
Dissolution

SECTION 1
A proposal to disband the BMPHC must be voted upon by the membership
at either a special membership meeting or at the annual General
membership meeting. A written notice of such a proposal must be
submitted to the membership ten days in advance of a special membership
meeting and thirty days in advance of the general membership meeting.

SECTION 2
In the event that the non-profit Blue Mountain Paint Horse Club should
disband, any and all monies remaining after all obligations of the BMPHC
have been discharged, shall be donated to the American Paint Horse
Association.

Revised 12/2/08