ARTICLE I – Establishment of Association
1. This organization shall be known as the Pepperell Horse Owners’ Association (herein referred to as “PHOA”).
ARTICLE II – Objectives, Purpose and Mission
1. PHOA is established to preserve and encourage equine activities in the town of Pepperell, MA.
2. PHOA has adopted the following as its mission statement:
“The Pepperell Horse Owners’ Association is dedicated to the preservation and encouragement of equine activities in the town of Pepperell. To fulfill this mission, the Association shall reach out to community organizations interested in preserving the unique character of a town whose agricultural heritage has shaped so much of its history. Therefore, in the spirit of community citizenship, the Association shall support town departments and organizations in their efforts to preserve the rural and small town character of Pepperell. It shall initiate activities to inform Pepperell residents of community equine resources, it shall support the preservation of community open spaces and environmental resources to promote enjoyment of outdoor activities for Pepperell residents. And it shall provide such support as needed by the community for the betterment of Pepperell residents’ quality of life.”
ARTICLE III - Membership
Membership in PHOA is open to anyone with an interest in horses, equine activities, agriculture, and preservation of open space. Horse ownership is not a requirement.
All members are expected to conduct themselves in a respectable and orderly fashion at all PHOA activities.
Membership shall last for one calendar year, which is January 1 to December 31. See Article IV Section 3, 4 and 5.
ARTICLE IV - Dues
Annual dues shall be $15.00 a year or $40.00 for three years.
Family membership shall be $20.00 per family per year, or $55 for three years, which includes up to two Voting Members who qualify to vote under Article III Section 1, and anyone else at the same address.
Dues are payable to the Treasurer and are effective immediately for that calendar year as defined in Article III Section 5.
a. If a person joins in any month with the exception of December, those dues are applied to that same year’s membership.
b. If a person joins in December, those dues are applied for that month, in addition to the following year’s membership.
If an existing member does not renew his membership by the end of the calendar year, his membership will expire and he will be unable to vote at PHOA meetings, until membership is renewed.
If a Board member does not renew his membership by the end of the calendar year, he may not hold his position until such dues are paid in full.
Members shall notify the Secretary upon a change of address, mailing address, email address, and telephone number.
ARTICLE V - Meetings
Meetings of the Membership of the PHOA shall be held quarterly at such time and places as may be designated by the Board.
The Annual Meeting shall be held in the first week of March each year.
Special meetings of the members may be called by the President if a majority of the Board requests one.
Notice of all meetings must be announced at least two weeks prior to the selected date.
Any meeting of the members may be adjourned to any other time and to any other place permitted by these Bylaws, by the members entitled to vote and that are present at the meeting. It shall not be necessary to notify any member of any adjournment. Any business which could have been transacted at any meeting of the Members as originally called may be transacted at adjournment thereof.
Order of business:
a. Secretary's report
b. Treasurer's report
c. Acceptance of reports by those present at meeting
d. Consideration of old business
e. Consideration of new business
f. Adjournment, as defined in Article V Section 5.
ARTICLE VI - Administration and Officers
The PHOA shall be represented by the Board of Directors, herein referred to as the “Board.”
The Board shall serve as the governing body and Executive Board of the PHOA, and shall be elected by the PHOA Voting Members.
Responsibilities of the Board.
a. Undertake any necessary business of the PHOA, including, but not limited to, conducting meetings, press releases, working with the public, and determining agendas for meetings.
b. Manage the finances of the PHOA as directed by Articles VIII and XII.
c. Represent the PHOA at any government or town meeting that have a direct impact on horses, horse owners, or horse properties in the town of Pepperell, MA.
Establishment of the Board.
a. The Board shall consist of seven full Voting Members of the PHOA.
b. In order to allow for continuity within the Board, as well as to allow for new members to be elected to the Board annually, the Board shall consist of members elected with the following terms of office:
1. President: One year term. May serve no more than two consecutive terms, but may be reelected after an interim period of at least one year.
2. Vice President: One year term. May serve no more than two consecutive terms, but may be reelected after an interim period of at least one year.
3. Secretary: One year term. May serve no more than two consecutive terms, but may be reelected after an interim period of at least one year.
4. Treasurer: Two year term. May serve no more than two consecutive terms, but may be reelected after an interim period of at least one year.
5. Board of Directors: Two year terms. May serve no more than two consecutive terms, but may be re-elected after an interim period of at least one year. In 2009, three candidates to be elected: two for a one-year term, and one for a two year term. In 2010 and subsequent even-numbered years, two candidates would be elected for two-year terms; in 2011 and subsequent odd-numbered years, one candidate would be elected for a two-year term.
c. Elections will be held at the Annual Meeting.
d. All elected positions will take office effective immediately.
e. Voting shall be made by secret ballot, in person or by mail. Ballots will be mailed out to all members no less than 20 days before the date of the annual meeting. If returned by mail, the member's name must be on the outside of the envelope. Said member's name will be crossed off on the membership list but the envelopes will not be opened until the Annual Meeting. These ballots will be deposited in the ballot box along with the ballots being cast in person. Members voting in person will be crossed off on the same membership list to eliminate duplication. At the conclusion of voting, ballots will be counted by an independent committee (non-member or non-candidate) of at least 2 people.
Each year, immediately following PHOA elections, the voting Membership shall vote to elect the positions of President, Vice President, Treasurer, and Secretary, from the newly constituted Board.
In the event of an untimely resignation, incapacitation, or death of a current Board member or Officer, the Board may nominate another PHOA member to fill the position until the next PHOA election.
A quorum of the Board will be established whenever four members of the Board are present, and any action taken by the Board shall require the vote of four or more members of the Board.
ARTICLE VII - Duties and Powers of Officers
The Officers may exercise all the powers of the PHOA, except as are required by law or the Bylaws. They shall have control and management of the business, activities and property of PHOA. Except as otherwise provided by the Bylaws, they shall have the power to sign contracts and form agreements as they are deemed advantageous to the PHOA.
The President shall preside over all Membership and Board meetings and be present at all events when possible. He shall be the Executive Officer and shall have the duty to carry out the policies and decisions of the Board. He shall sign all checks with the Treasurer, unless both are members of the same family.
In the absence of the President, the Vice President shall serve in that capacity. Also, in the absence of the Secretary, the Vice President shall serve in that capacity. The Vice President shall perform other duties as may be assigned by the Board.
The Secretary shall keep and preserve all records and minutes of the meetings of the regular Membership and the Board; shall assume the responsibility of ledger roll call and determine the number of Voting Members present; shall keep a file system of membership; and shall receive and answer all general correspondence pertaining to the organization. He shall sign checks with the Treasurer in the event the President and Treasurer are members of the same family. The Secretary shall also be responsible for the filing of reports as required by the State of Massachusetts and/or the Town of Pepperell.
The Treasurer shall keep accurate and complete records of the funds and accounts of this organization and shall collect all dues and maintain a record thereof. He shall make only such disbursements from the funds of the organization as are directed by Articles VIII and XII. The Treasurer shall render an account of the financial condition of the PHOA at the Annual Meeting and at any such time as the Board may require.
ARTICLE VIII - Expenditures and Finance
All monies received from all sources shall immediately be turned over to the Treasurer to be deposited in the checking account of PHOA.
No withdrawal from funds shall be made without the approval of the Board. Single expenditures in excess of two hundred fifty dollars ($250.00) must have the approvalof the majority of the membership at a regularly scheduled meeting. All expenditures shall be made by check, and the item for which each check is drawn shall be designated on the face or reverse side thereof separately, stating the amount of each.
The Treasurer will report on the financial status of PHOA at all meetings.
ARTICLE IX – Committees
Committees shall be designated by the Board, as necessary. Each committee shall elect its chairperson.
ARTICLE X - Recall
Any Board member of the PHOA may be recalled by a two thirds majority vote of the entire membership.
The recall vote may be called by a vote of the majority of the Voting Membership.
a. An Officer may be removed only if 30 days notice has been given to all members, prior to the meeting at which the recall vote is to be taken.
b. The Officer to be removed shall have been given 30 days notice and opportunity to be heard before the body proposing to remove him.
ARTICLE XI - Rules and Procedure
Unless otherwise specified in these By-Laws, Roberts Rules of Order Revised shall govern this membership. (These may be found at the library, local bookstore or on the Internet.)
ARTICLE XII – Earnings; Distribution of Assets on Dissolution
No part of the net earnings or receipts of PHOA shall be to the benefit or advantage of any member or Officer of PHOA or any private individual, provided that this shall not prevent the payment to any such person of such reasonable compensation for services actually rendered to or for PHOA. No member or Officer of PHOA or any private individual shall be entitled to share in the distribution of any of the Association’s assets upon dissolution or liquidation of PHOA.
All members of PHOA shall be deemed to have expressly consented and agreed that upon such liquidation or dissolution of PHOA, whether voluntary or involuntary, the assets of PHOA then remaining in the hand of the Board shall be distributed, transferred, conveyed, delivered, and paid over to a benevolent, educational, scientific, or an equine charity, institution or organization qualifying as exempt organizations under Section 170 (b)(1)(a) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future laws) upon such terms and in such amounts and proportions as the Board may impose and determine, to be used by such institutions or organizations receiving the same for such similar or kindred purposes as are set forth in the Bylaws of PHOA and any all amendments thereto.
ARTICLE XIII - Amendments
These By-laws may be amended by a two-thirds majority vote at a regular membership meeting. Any amendment to the By-Laws must be presented to the membership at a regular Membership meeting preceding that in which the vote is taken. Amendments to the By-laws shall not be voted upon unless at least 30 days have passed since notice was given. Proposals for By-law changes, including a ballot for acceptance or rejection of the changes, shall be posted on the website and mailed to all members at least 20 days prior to said regular membership meeting. Voting on the By-law changes may be made by mail, following procedures outlined in Article VI, Section 4. E, or in person at the meeting.
By-Law changes shall require a 2/3 majority of the votes cast, whether by mail or in person.