Article 1: The name of this association is Saskatchewan Morgan Horse Club, Inc. Article 2: The object of this association is to encourage and promote interest in, and the breeding and use of, Morgan Horse as versitile horses, in co-operation with the Canadian Morgan Horse Association and the American Morgan Horse Association. Article 3 - Membership 3.1 Any person interested in furthering the object of the association may become a member of the association by making app;ication to the membership chairperson and payment of the annual membership dues. 3.2 Membership dues shall be as from time to time determined by the Board of Directors, and the Board may establish various categories of the membership with varying dues and privileges. In establishing any category of membership other the regular individual membership, adult members of such categories shall have voting rights. 3.3 Failure to pay membership dues for a period of three months after same are payable shall terminate membership; and conduct which the board of directors deems inconsistent with the best interest of the association shall constitute grounds for termination of membership by vote of the Board. Article 4 - Board of Directors and Officers. 4.1 There shall be a Board of Directors, minimum of six in number which shall include the officers. 4.2 The officers of the association shall be the President, an immediate Past President, two Vice-Presidents, a Secretary, and a Treasurer. Two or more offices may be held by one person. 4.3 At each annual meeting of the members there shall be elected a Board of Directors and Officers of the association, to hold office until the next meeting of the members and until their successors are chose. Such election need be by ballot if, but only if, requested by any voting member present at the meeting. Article 5 - Board of Directors 5.1 The Board of Directors, subject to any action at any time taken by the members, shall have the entire charge, control and management of the association, it's property and business and may exercise all or any of it's powers. 5.2 Without hereby limiting the generality of the foregoing, the Board of Directors shall have the following powers. 5.2.1 They may appoint and, at their discretion, remove such subordinate officers as they from time to time deem advisable and determine their powers and duties. 5.2.2 They may fill any vacancies in any of the offices of the association including vacancies in any of the offices of the association, including vacancies in their own Board, such appointees to hold office for the unexpired term, or until action by the members, and may, in the temporary absence of inability of any officers, appoint a suitable person temporarily to act as such, with all the powers conferred upon such officer. 5.2.3 They may delegate any of the powers of the Board of Directors to any committee, officer or agent. Article 6 - Committees 6.1 Seasonably before the date for each annual meeting of members, the Board of Directors shall appoint a Nominating Committee consisting of three members of the association, at least one of whom shall be director, to nominate Directors and officers for election at such annual meeting and report their nominations to the secretary ; and the names of the person so nominated shall be sent to all members with the notice of such meeting. Further nomination may be made from the floor at the meeting. 6.2 The Board of Directors may appoint and at their discretion, remove such other committees as the Board may from time to time deem advisable and determine their powers and duties. Article & -Powers and Duties of Officers 7.1 President: the President when present shall preside at all meetings of the members and of the Board of Directors; and shall have such other powers and preform such other duties of the Board of Directors shall from time to time designate. The President. The president shall be ex-officio a member of all committees. 7.1 First Vice President: the First Vice President shall, in the absence of disability of the President, preform the powers and duties of the President, and shall have other powers and preform such other duties as the Board of Directors shall from time to time designate. 7.3 Second Vice President: the Second Vice President shall, in the absence of disability of both the President and First Vice President, preform the powers and duties of the President, and shall have such other powers and preform such other duties as the Board of Directors shall from time to time designate 7.4 Secretary: the Secretary shall record all votes and proceedings at meetings of the members and Board of Directors and shall have such other powers and preform such other duties as the Board of Directors shall from time to time designate. 7.5 Treasurer: subject to the control of the Board of Directors, the Treasurer shall have charge of and keep all money, books of account: shall make all necessary disbursements to meet the financial obligations of the association. The Treasurer shall have authority to deposit funds of the association in such banks as they may determine, and to co-sign cheques on behalf of the association. The Treasurer shall have such other powers and perform such other duties as the Board of Directors shall from time to time designate. 7.6 Directors: the Directors shall assist the officers in conducting the activities and affairs of the club: and shall have such other powers and preform such other duties as the Board of Directors shall from time to time designate. 7.7 Membership Chairperson: Subject to the control of the Board of Directors, the Membership Chairperson shall collect all annual dues and sign all certificates of membership which may be issued from time to time. The Memebership Chairperson shall keep a complete current membership list at all times, and preform such other duties as the Board of Directors designate. Article 8 - Meeting and Action of the Board of Directors 8.1 Meetings of the Board of Directors may be called at any time by the President, or by the Secretary, or by any two Directors, and all meetings of the Board of Directors shall be held at such a place as shall be designated in the call thereof. Notice of a meeting given by the Secretary shall constitute a call thereof. 8.2 One third of the number of Directors required to constitute a full Board shall constitute a quorum, provided that any number of Directors (whether one or more and whether or not constituting a quorum) present at any meeting shall have power to make any reasonable adjournment thereof. 8.3 The Board of Directors may act by vote at a meeting, or by written approval of active signed by all members of the board and filed with the minutes of it's meeting. Article 9 - Meetings of Members 9.1 The annual meeting of members of the association shall be held on or before the end of February every year at such time and place as may be fixed by the Board of Directors, or in default of such determination, by the President, and shall for the purpose of the election of a Board of Directors and officers and receiving reports and for any other business that may arise. 9.2 Special meetings of members of the association may be called at any time by the President or by the Secretary or by any two members of the Board of Directors. Notice of a meeting given by the Secretary shall constitute a call thereof. 9.3 At any meeting of the members of the association, a quorum for the transaction of business shall consist of five members present in person entitled to cast a majority * of the votes entitled to be cast at the meeting, provided that any number of members (whether one or more and whether or not constituting a quorum) present at any meeting shall have power to make any reasonable adjournment thereof. 9.4 Members of the association may vote only in person and regular individual adult member shall have one vote. The voting rights for family membership and other categories of membership in addition to regular individual adult membership shall be as specified by the Board of Directors in connection with establishing such categories of membership. 9.5 The members of the association may at any meeting choose a successor to any Director or other officer who has vacated his office, and the person so chosen shall displace any successor who may have been chosen by the Directors and shall hold office for the unexpired term of the Director or other officer who has vacated his office. Article 10 - Ammendments Notice of all meetings of members of the association and of all meetings of the Board of Directors shall be given by the Secretary in writing, mailed at least seven days before the day of the meeting of the Board of Directors, provided always that at any time when the office of Secretary is vacant or the Secretary is incapacitated or fails to act, notice of meetings of the members of the Board of Directors may be given by the officer of officers calling the same, by giving notice thereof (in his or their own name or names) in the manner required when notice is given by the Secretary, and provided that any meeting of the Board of Directors shall be a legal meeting without notice of each director, by a writing filed with the record of the meeting, waives such notice. Except as otherwise expressly required by these By-laws, notices of the meetings of the members and the Board of Directors need not specify the purposes thereof. The notice of each annual meeting of members shall be accompanied by a list of the nominees of the Nominating committee for the election at such meeting. Article 11 - Amendments These By-laws maybe be amended at any meeting of members of the association, by the majority vote of members present in person; provided that such amendment, of the substance thereof, is stated in the notice of such meeting. Article 12 - Liquidation Should the association liquidate, any remaining assets shall become the property of "The Equine Foundation of Canada" whose charitble registration number is 0645937-54-03. Article 13 - Financial Year The financial year of the association shall be the twelve month period ending with the last day of December.