Bylaws

Institute for the Desert Arabian Horse

Bylaws

Article 1
Offices

Section 1. Principal Office
The principal office of the corporation is located in Wilmington, Delaware.

Section 2. Change of Address
The designation of the county or state of the corporation’s principal office may be changed by amendment of these Bylaws. The Board of Directors may change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed, nor require, an amendment of these Bylaws.

Section 3. Other Offices
The corporation may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the board of directors may, from time to time, designate.

Article 2
Nonprofit Purposes

Section 1. IRC Section 501(c)(3) Purposes
This corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.

Section 2. Specific Objectives and Purposes
The purpose of this corporation shall be to protect and conserve the cultural legacy and genetic integrity of the authentic Bedouin-bred  horse of Arabia Deserta.  This purpose shall be accomplished through historical and scientific research, the development of conservation standards and practices, and the sponsorship of educational forums, events and opportunities for collaboration among scholars and breeders in this country and abroad.

Article 3
Directors

Section 1. Number
The corporation shall have not less than the number of directors needed to fill all officer positions nor more than eleven directors, including the four officers specified in Article 4, and collectively they shall be known as the Board of Directors.

Section 2. Qualifications
Directors shall be of the age of majority in this state and shall have demonstrated a commitment to the purposes of the corporation.

Section 3. Election of Directors and Term of Office
No later than the beginning of each annual meeting, the then-constituted Board of Directors shall set the number of directors to constitute the Board of Directors for the following year.  Directors shall be elected by the Board of Directors at the annual meeting. Voting for the election of directors shall be by written ballot. Each director shall cast one vote per candidate, and may vote for as many candidates as the number of candidates to be elected to the board. The candidates receiving the highest number of votes up to the number of directors to be elected shall be elected to serve on the board. Each director shall hold office for an initial period of one year and may be reappointed for additional terms of two years at the discretion of and by action of the Board of Directors.

Section 4. Powers
Subject to the provisions of the laws of this state and any limitations in the Certificate of Incorporation and these Bylaws, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.

Section 5. Duties
It shall be the duty of the directors to:

  1. Perform any and all duties imposed on them collectively or individually by law, by the Certificate of Incorporation, or by these Bylaws;
  2. Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the corporation;
  3. Supervise all officers, agents and employees of the corporation to assure that their duties are performed properly;
  4. Meet at such times and places as required by these Bylaws;
  5. Register their physical and electronic addresses with the Secretary of the corporation, and notices of meetings mailed or sent electronically to them at such addresses shall be valid notices thereof as provided in this article, section 10.

Section 6. Compensation
Directors shall serve without compensation except that they may be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties.

Section 7. Place Of Meetings
Meetings shall be held at the principal office of the corporation unless otherwise provided by the board or at such other place as may be designated from time to time by resolution of the Board of Directors.

Section 8. Regular Meetings
Two regular meetings of Directors shall be held each year, at such time and place as may be determined by the Board of Directors.
The first regular meeting each year shall be the annual meeting and at that meeting the Board of Directors shall establish any change to the number of directors to serve.

Section 9. Special Meetings
Special meetings of the Board of Directors may be called by the Chairperson of the Board, the Vice Chair, the Secretary, or by any two directors.  Such meetings shall be held at the principal office of the corporation or, if different, at the place designated by the person or persons calling the special meeting.

Section 10. Notice of Meetings
Unless otherwise provided by the Certificate of Incorporation, these Bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the Board of Directors:

  1. Regular Meetings. At least 30 but not more than 60 days prior notice shall be given by the Secretary of the corporation to each director of each regular meeting. Such notice may be oral or written, may be given personally, by first class mail, by telephone, by electronic mail, or by facsimile machine, and shall state the place, date and time of the meeting and the matters proposed to be acted upon at the meeting. In the case of electronic mail or facsimile notification, the director to be contacted shall acknowledge personal receipt of the electronic mail or facsimile notice by a return message or telephone call within seventy-two hours of the first electronic mail or facsimile transmission.
  2. Special Meetings. At least 10 but not more than 30 days prior notice shall be given by the Secretary of the corporation to each director of each special meeting of the board. Such notice may be oral or written, may be given personally, by first class mail, by telephone, by electronic mail, or by facsimile machine, and shall state the place, date and time of the meeting and the matters proposed to be acted upon at the meeting. In the case of electronic mail or facsimile notification, the director to be contacted shall acknowledge personal receipt of the electronic mail or facsimile notice by a return message or telephone call within seventy-two hours of the first electronic mail or facsimile transmission.
  3. Waiver of Notice. Whenever any notice of a meeting is required to be given to any director of this corporation under provisions of the Certificate of Incorporation, these Bylaws or the law of this state, a waiver of notice in writing signed by the director or given by electronic mail, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.

Section 11. Quorum for Meetings
A quorum shall consist of a majority of the members of the Board of Directors.
Except as otherwise provided under the Certificate of Incorporation, these Bylaws or provisions of law, no business shall be considered by the board at any meeting at which the required quorum is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn.

Section 12. Majority Action As Board Action
Every act or decision done or made by a simple majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Certificate of Incorporation, these Bylaws or provisions of law require a greater percentage or different voting rules for approval of a matter by the board.

Section 13. Conduct of Meetings
Meetings of the Board of Directors shall be presided over by the Chairperson of the Board, or, if no such person has been so designated or, in his or her absence, the Vice Chair of the corporation or, in the absence of each of these persons, by a Chairperson chosen by a majority of the directors present at the meeting. The Secretary of the corporation shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.
Meetings shall be governed by parliamentary procedures to be established by the Board, insofar as such rules are not inconsistent with or in conflict with the Certificate of Incorporation, these Bylaws or with provisions of law.

Section 14. Vacancies
Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any director, (2) upon expiration of the term for which the director was elected, and (3) whenever the number of authorized directors is increased.
Any director may resign effective upon giving written notice to the Chairperson of the Board, the Vice Chair, or the Secretary of the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the corporation would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate agency of this state.
Directors may be removed from office, with or without cause, as permitted by and in accordance with the laws of this state.
Unless otherwise prohibited by the Certificate of Incorporation, these Bylaws or provisions of law, vacancies on the board may be filled by approval of the Board of Directors. If the number of directors then in office is less than a quorum, a vacancy on the board may be filled by approval of a majority of the directors then in office or by a sole remaining director. A person elected to fill a vacancy on the board shall hold office until the next election of the Board of Directors or until his or her death, resignation or removal from office.

Section 15. Non-liability of Directors
The directors shall not be personally liable for the debts, liabilities or other obligations of the corporation.

Section 16. Indemnification by Corporation of Directors and Officers
The directors and officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of this state.

Section 17. Insurance For Corporate Agents
Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the Certificate of Incorporation, these Bylaws or provisions of law.

Article 4
Officers

Section 1. Designation Of Elected Officers
The elected officers of the corporation shall be a Chairperson, a Vice Chair, a Secretary and a Treasurer.

Section 2. Qualifications
Elected officers shall be selected from among the Directors then serving on the Board of Directors.

Section 3. 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 three years with extensions at the pleasure of the Board.

Section 4. Removal and Resignation
Any officer may be removed, either with or without cause, by the Board of Directors, at any time. Any officer may resign at any time by giving written notice to the Board of Directors or to the Chairperson or Secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 5. Vacancies
Any vacancy caused by the death, resignation, removal, disqualification or otherwise, of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of Chairperson, such vacancy may be filled temporarily by appointment by the Chairperson until such time as the Board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the board may or may not be filled as the board shall determine.

Section 6. Duties of Chairperson
The Chairperson shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the corporation and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Certificate of Incorporation or by these Bylaws or which may be prescribed from time to time by the Board of Directors. The Chairperson shall preside at all meetings of the Board of Directors. Except as otherwise expressly provided by law, by the Certificate of Incorporation or by these Bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks or other instruments which may from time to time be authorized by the Board of Directors.

Section 7. Duties of Vice Chair
In the absence of the Chairperson, or in the event of his or her inability or refusal to act, the Vice Chair shall perform all the duties of the Chairperson, and when so acting shall have all the powers of, and be subject to all the restrictions on, the Chairperson. The Vice Chair shall have other powers and perform such other duties as may be prescribed by law, by the Certificate of Incorporation or by these Bylaws or as may be prescribed by the Board of Directors.

Section 8. Duties of Secretary
The Secretary shall:

  • Certify and keep at the principal office of the corporation the original, or a copy, of these Bylaws as amended or otherwise altered to date.
  • Keep at the principal office of the corporation or at such other place as the board may determine, a book of minutes of all meetings of the directors, and, if applicable, meetings of committees of directors, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting and the proceedings thereof.
  • See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.
  • Be custodian of the records and of the seal of the corporation and affix the seal, as authorized by law or the provisions of these Bylaws, to duly executed documents of the corporation.
  • Exhibit at all reasonable times to any director of the corporation, or to his or her agent or attorney, on request therefor, the Bylaws, the minutes of the proceedings of the directors of the corporation.
  • In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Certificate of Incorporation or by these Bylaws or which may be assigned to him or her from time to time by the Board of Directors.

Section 9. Duties Of Treasurer
The Treasurer shall:

  • Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies or other depositories as shall be selected by the Board of Directors.
  • Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever.
  • Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements.
  • Keep and maintain adequate and correct accounts of the corporation’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.
  • Exhibit at all reasonable times the books of account and financial records to any director of the corporation, or to his or her agent or attorney, on request therefor.
  • Render to the Chairperson and directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the corporation.
  • Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.
  • In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Certificate of Incorporation of the corporation or by these Bylaws or which may be assigned to him or her from time to time by the Board of Directors.

Section 10. Compensation
The salaries of the officers, if any, shall be fixed from time to time by resolution of the Board of Directors. In all cases, any salaries received by officers of this corporation shall be reasonable and given in return for services actually rendered to or for the corporation.

Article 5
Committees, Boards and Representations

Section 1. Executive Committee
The Executive Committee shall consist of the Chairperson, Vice Chairperson, Treasurer, and Secretary of the Board of Directors and such additional members as shall be appointed by the Chairperson.
The Board of Directors may delegate to such committee the powers and authority of the board in the management of the business and affairs of the corporation, to the extent permitted, and except as may otherwise be provided, by provisions of law.
By a majority vote of its members, the board may at any time revoke or modify any or all of the Executive Committee authority so delegated. The Executive Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records and report the same to the board from time to time as the board may require.

Section 2.  Other Committees
The corporation shall have such other committees as may from time to time be designated by resolution of the Board of Directors to assist with the execution of corporate business. These committees may consist of persons who are not also members of the board and shall act in an advisory capacity to the board. Appointments shall be made by the Chairperson of the Board of Directors and may be terminated at the discretion of the Chairperson of the Board of Directors.

Section 3.  Advisory Board
The Board of Directors may establish a board of individuals, broadly representative of the purposes and values of the corporation, to act in an advisory capacity to the Board of Directors.  Individuals shall be nominated by the Board of Directors and shall be appointed by and serve at the discretion of the Chairperson of the Board of Directors.

Section 4. Representations
The Board of Directors may establish collaborative relationships with other organizations having similar interests and goals and whose work may advance the purpose of the corporation.  The Chairperson may appoint any individual, who may or may not be a member of the Board of Directors, to represent the interests of the corporation to such organization and to further such collaborative relationships.  Such representation or collaborative relationship may be terminated at any time by the Board of Directors.

Section 5. Meetings and Actions of Committees, Boards, and Representatives
Meetings and action of committees and advisory boards shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular and special meetings of committees may be fixed by resolution of the Board of Directors or by the committee. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.
The work of all committees and representatives shall be under the charge of the Board of Directors.  No committee, board, or representative may commmit the corporation to a policy or action without prior approval of the Board of Directors or the Chairperson on behalf of the Board of Directors.
Each committee, board, and representative shall present an annual report at the annual meeting of the corporation, except as otherwise directed by the Board of Directors, and such other reports to the Board of Directors as it may specify.

Section 6. Compensation
Members of committees, boards, or representatives shall serve without compensation except that they may be allowed reasonable reimbursement of expenses incurred in the performance of their duties by prior approval of the Board of Directors.

Article 6
Execution of Instruments, Deposits and Funds

Section 1. Execution of Instruments
The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

Section 2. Checks and Notes
Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money and other evidence of indebtedness of the corporation shall be signed by the Treasurer.

Section 3. Deposits
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

Section 4. Gifts
The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the nonprofit purposes of this corporation.

Article 7
Corporate Records, Reports and Seal

Section 1. Maintenance of Corporate Records
The corporation shall keep at its principal office:

  1. Minutes of all meetings of directors and committees of the board, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given and the names of those present and the proceedings thereof;
  2. Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;
  3. A record of its members of the Board of Directors and Officers, indicating their names and addresses and, where applicable, the date of election and term of appointment.
  4. A copy of the corporation’s Certificate of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members of the Board of Directors at all reasonable times during office hours.

Section 2. Corporate Seal
The Board of Directors may adopt, use and at will alter, a corporate seal. Such seal shall be kept at the principal office of the corporation or at such other office as the board of directors may, from time to time, designate.  Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.

Section 3. Directors’ Inspection Rights
Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation and shall have such other rights to inspect the books, records and properties of this corporation as may be required under the Certificate of Incorporation, other provisions of these Bylaws and provisions of law.

Section 4. Right To Copy And Make Extracts
Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection shall include the right to copy and make extracts, which cost shall be bourne by the person requesting such..

Section 5. Periodic Report
The board shall cause any annual or periodic report required under law to be prepared and delivered to an office of this state to be so prepared and delivered within the time limits set by law.

Article 8
IRC 501(c)(3) Tax Exemption Provisions

Section 1. Limitations on Activities
No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501(h) of the Internal Revenue Code), and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.
Notwithstanding any other provisions of these Bylaws, this corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

Section 2. Prohibition Against Private Inurement
No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its directors or trustees, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.

Section 3. Dissolution and  Distribution of Assets
Upon the dissolution of this corporation by an affirmative vote of sixty percent of the directors present and voting aye or nay, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.

Article 9
Amendment of Bylaws

Section 1. Amendment

These Bylaws, or any of them, may be altered, amended or repealed and new Bylaws adopted by approval of the Board of Directors, at any regular meeting, or at any special meeting where such proposed amendments have been included in the notice of matters to be considered at such special meeting, upon an affirmative vote of at least sixty percent of the directors present and voting aye or nay at any meeting at which a quorum exists.

Article 10
Construction and Terms

If there is any conflict between the provisions of these Bylaws and the Certificate of Incorporation of this corporation, the provisions of the Certificate of Incorporation shall govern.

Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.

All references in these Bylaws to the Certificate of Incorporation shall be to the Certificate of Incorporation, Certificate of Organization, Articles of Incorporation, Organizational Charter, Corporate Charter or other founding document of this corporation filed with an office of this state and used to establish the legal existence of this corporation.

All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.

We, the undersigned, are all of the initial incorporators of this corporation, and we consent to, and hereby do, adopt the foregoing Bylaws, consisting of 12 preceding pages, as the Bylaws of this corporation.

Dated: June 8, 2004

_(signed)_______________________
Anita Kay Enander, incorporator

_(signed)_______________________
Jon Michael, incorporator