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Constitution
ARTICLE I NAME
- The organization shall be known as Austin Dressage Unlimited Association (ADU), a non-profit corporation incorporated under the laws of the State of Texas and in accordance with the Internal Revenue Code.
- The logo associated with Austin Dressage Unlimited Association is
- The website used by the Austin Dressage Unlimited Association is www.AustinDressageUnlimited.com.
ARTICLE II PURPOSE AND OBJECTIVES
- The mission of the Association is promoting dressage education in the community while encouraging advancement towards goals through the mutual support among friends.
- The objectives of the Association include, but are not limited to, the following:
- to promote and encourage the sport of dressage, working cooperatively with local, regional and national organizations in matters of common concern;
- to promote the education and understanding of dressage and to develop skill and excellence in its use;
- to encourage and recognize sportsmanship, horsemanship and performance;
- to encourage, promote and conduct exhibitions, practice shows, riding clinics, seminars and other educational events;
- to support the offering of shows in response to community needs;
- to maintain accurate records of the activities of the Association and its members;
- to provide fair representation to all members in forming policies and in the management of the Association.
ARTICLE III EXECUTIVE OFFICE ADDRESS
The address of the executive office of the Association shall be as determined by the Board of Directors.
By-Laws
ARTICLE I MEMBERSHIP
Membership in the Association is open to all persons and organizations interested in the sport of dressage. Further, membership is open to all persons regardless of religion, race, color, creed, sex, age or national origin.
- The membership year shall be from November 1 st through October 31 st , with dues paid after November 1 st applying to the following year.
- The membership classes are as follows:
- Active Members - all persons with an active interest in the purpose of the Association as described in the Constitution, and who have paid their annual dues and assessments.
- Family Members those domiciled together and living as a family, and shall be entitled to one vote. Only one name shall be submitted to USDF for GMO membership.
- Life Members Active Members who have at any one time contributed $1000 or more to the Association or who are given Honorary Life Member status by the Executive Board. Such individuals shall have dues or assessments waived after such time as the initial contribution is made.
- Voting and other membership rights and privileges shall be effective upon receipt of the current annual dues and assessments.
- Membership rights and privileges for Active and Life Members shall include:
- the right to vote in election of officers and on any other matter presented to the membership for their approval (with Family Members having a single vote);
- the right to hold office in the Association;
- the right to be eligible for awards and trophies presented by the Association;
- the right to participate in all shows, clinics, programs, entertainments, discussions and meetings held or presented by the Association.
- Members may be warned, censored, denied privileges, fined or have their membership revoked without return of membership dues or assessments for violating Association rules or standards, as determined by the Board of Directors and with a full justification to the Member(s) involved.
ARTICLE II DUES AND ASSESSMENTS
- Annual dues shall be established by the Board of Directors prior to October 1 of the year before they are to go into effect. The Board may not increase dues (exclusive of the portion assigned to the payment of USDF dues) at a rate in excess of $5.00 per year from the last increase, without consent of the membership.
ARTICLE III - RIGHTS AND PRIVILEGES
- All Active Members in good standing shall be entitled to one vote each, shall be eligible to hold office in the Association, and shall be eligible to manage or conduct any ADA approved function. Family members are given a single vote.
- Life Members shall be entitled to all rights and privileges of Active Membership.
ARTICLE IV - VOTING
- All Active Members in good standing shall be entitled to one vote each.
- Voting for Directors or proposed changes in the By-Laws or Policies and Procedures of the Association shall be by paper ballot, electronic file, or fax with hand-written signature.
- All ballots shall be kept for at least one year.
- Any ballot received after the closing day shall be discarded.
ARTICLE V ELECTION OF DIRECTORS
- The Board of Directors ("the Board") shall consist of five (5) Elected Directors and no fewer than ten (10) Team Leaders and Liaisons appointed from the membership. Each Elected Director, Team Leader, and Liaison is entitled to one vote. If more than one family member serves on the Board as an Elected Director or Team Leader, the family members can only have one vote. The terms of offices shall be from January 1st through December 31 st .
- The Elected Directors shall consist of three Executive Team Leaders and two Financial Team Leaders who are elected by a majority vote by Active Members of the Association.
- The Elected Board Directors shall appoint no fewer than two (2) Team Leaders for each of the Teams of the Association: the Communications Team, the Education Team, the Show Team, the Membership Recognition Team, and the Special Projects Team. In addition, the Elected Board Directors shall appoint Liaisons from dressage-related disciplines such as eventing, sporthorse breeding, and driving. Each Liaison shall be voting members of the Board.
- The Active Members of the Association shall hold annual elections for one new Elected Director of the Executive Team and one new Elected Director of the Finance Team. Each Executive Director shall be elected to serve for a three-year term and each Financial Director shall be elected to serve for a two-year term, beginning their duties in January. Directors shall be elected on alternating years such that there is overlap between new and presiding directors at all times.
- Elected Directors may serve no more than two terms consecutively in the same position.
- Elected Directors may serve as more than one Team Leader within the Association.
- Only Active Members over the age of 21 and in good standing shall be eligible to hold office as a Team Leader.
- The Board shall select a nominations committee no later than August 31. At that time the Active Members shall be notified that nominations are open. Nominations shall close 30 days prior to the last date on which ballots must be returned, as determined and announced to the membership by the nominations committee.
- The nominations committee shall consist of one (1) Elected Director of the Executive Team, and three (3) Active Members who are not voting members of the Board.
- It shall be the duty of this committee to present a list of nominees for all offices open for election to the Board. The committee shall receive nominations from the Active Members, and shall, where necessary, nominate individuals for office. Nominations from the Membership shall be made by submitting a petition to the nominations committee, signed by three (3) Active Members.
- All nominations must be received no later than midnight of the closing date for nominations.
- In all cases, consent of the nominee must be obtained in writing prior to the election.
- The Team Leader of the Communications Team shall prepare a ballot of nominees for directors. Such ballot shall be made available to all Active Members no less than twenty-one (21) days prior to the last date on which such ballots must be returned. This ballot shall be the only official campaign material to be recognized by the Association.
- The ballots shall be counted by the nominating committee.
- The day after the closing date of the election, the committee shall, in the presence of each other, open and count the ballots. The result of this counting shall be the official election result.
- The ballots shall all be sealed in an envelope after counting. The outside of the envelope shall carry the date and official result of the election, as well as the signatures of the committee members, and the envelope shall be returned to the Secretary to be archived.
- All ballots shall be kept for at least one year.
- Any ballot received after the closing day shall be discarded.
- A simple majority of the ballots cast shall rule in election of directors.
- To be valid, a voting ballot must be signed.
- The Executive Team of the Association shall appoint a replacement for any Director or Team Leader who is unable to complete his/her term. The appointment must be approved by a simple majority of the Board.
- At the end of a Director's term of office, whether by expiration, resignation or removal, each Director shall transfer all records pertaining to the office to the succeeding Director within a two week period.
ARTICLE VI RESPONSIBILITIES OF TEAMS
The activities and tasks of the Association shall be carried out by Teams with designated responsibilities. Team Leaders are responsible for coordinating their team's activities with those of the other Teams of the Association and for communicating to the Board of Directors with timely summaries of their Team's plans and activities.
- Responsibilities of the Executive Team:
- Shall preside at all meetings of the Board of Directors and the general membership meetings and shall be ex-officio members of all Teams;
- Shall appoint an audit team to review the financial records of the Association and report the findings to the membership either via mail or publication in the newsletter by December 31;
- Shall inspect Association activities periodically for compliance with rules and regulations to protect the Association and its members from litigation;
- Shall represent the Association with all organizations and be the official Association spokesperson before the public;
- Shall assure that all activities of the Association have covered its volunteers and participants with liability insurance.
- The ExecutiveTeam shall designate one member to be the Chief Executive Officer who shall sign with the designated Chief Financial Officer all contracts and obligations for the Association.
- Responsibilities of the Education Team:
- ADU Dressage University. Shall recruit members to the ADU Dressage University program of dressage rider advancement; shall approve Mentors for the ADU University program; shall oversee the compliance of ADU University standards and requirements during the annual program; shall give awards to recognize and honor members who have participated as students of the ADU University program.
- Workshops. Shall assist in overseeing and encouraging the organization of and participation in dressage related workshops at a variety of locations throughout the year. The focus is on improving rider skills, proper progressive training of the horse, warm up and test riding strategy and skills, health and athletic performance issues, etc.
- Educational Events. Shall assist in overseeing and encouraging the organization of the participation in USDF and related training programs in the area. For example, USDF Training and Certification programs, continuing education, dressage camps, etc.
- Informal Educational Activities. Shall assist in overseeing and encouraging the organization of and the participation in member dressage education get-togethers in the area. For example, watching USDF or related training and competition DVDs, hosting a speaker at a member's house, ADU Dressage University presentations and seminars, etc.
- The Education Team shall coordinate and assist the Show Team in arranging the "education component" that may be offered at the informal Practice/Unrecognized shows.
- Responsibilities of the Communications Team shall include a minimum of a Webmaster and a Secretary :
- Shall be the custodian of the records of the Association;
- Shall give such notices to the membership as required by the By-Laws;
- Shall publish and archive the minutes of Board of Director Meetings on the Association's website.
- Shall handle correspondence as required and to keep a file thereof.
- Shall arrange for public advertising and promotion of AD, including news releases, announcements of upcoming events, and review of completed events; submit articles for publication in various forms of print and web-postings; photograph ADU events and members; and assist in membership recruitment and donor acquisitions.
- Responsibilities of the Financial Team:
- Shall be the custodian of all monies of the Association and to maintain records and financial accounts showing all income and disbursements; shall hold all monies in a FDIC insured bank and to disburse funds as directed by the Board. The Tax ID number must appear on all accounts and there shall not be an ATM Debit card associated with its bank account. Two approved signatories on the Association account are required.
- Shall prepare and file tax and financial reports as required by state and federal law and keep accurate records subject to audit and review by the Association Board of Directors.
- Shall file an annual report with the Association Board of Directors.
- Shall maintain a frequently-updated Membership list and provide an updated list to the Communications Team.
- Shall maintain a frequently updated email listing of Association Members in good standing for the purposes of communicating notices of meetings, practice shows, shows, trainings, and educational opportunities offered by the Association.
- Shall pay all necessary dues and fees to affiliated associations.
- Shall keep records of fund-raising projects accounting of funds.
- Shall keep records of the ADU donors of tax-deductible funds for the ADU working budget and report to the Communication Team for recognition:
- $0 - $49 Bronze Donor
- $40 - $99 Silver Donor
- $100 - $999 Gold Donor
- $1000+ Platinum Donor and Life Membership
- The Financial Team shall designate one member to be the Chief Financial Officer who shall sign with the designated Chief Executive Officer all contracts and obligations for the Association.
- Responsibilities of the Members Recognition Team:
- Level-Headed Riders Program. Shall recognize and honor our members who have achieved their goals of successfully advancing up the levels of USDF dressage.
- The Medallion Club. Shall honor our members who have proven their dedication to progressing and advancing in dressage by successfully achieving the ultimate recognition as USDF Bronze, Silver, and Gold Medalists.
- Special Recognition . At the discretion of the Members Recognition Team, special recognition and awards shall be added.
- Shall maintain a current list of Members, in collaboration with the Financial Team and the Communications Team.
- Responsibilities of the Show Team:
- Practice and Unrecognized Shows. Shall assist in overseeing and encouraging the organization of and participation in informal dressage shows at a variety of locations throughout the year; shall assist in the scheduling of these shows; shall assure that these shows are being conducted in a well-organized way and that participants are treated with consideration; shall collect liability release forms from participants and assure that practice shows are covered by liability insurance for the host and participants of each practice show; shall take all reasonable measures to assure that participants are not exposed to an unsafe environment.
- The Show Team shall assist to assure that the USEF rules, as well as all federal and Texas laws and regulations that apply, are being observed at all practice and unrecognized shows. Attire, with the exception of safety equipment, shall be at the discretion of the show management.
- Responsibilities of the Special Projects Team:
- Shall assist in the organization of and encouraging participation in fundraising for, and donations to ADU such as: silent auctions and raffles, special project fundraising, ADU logo items, such as T-shirts, visors, etc.
- Shall assist in the organization of and encouraging participation in community service projects;
- Shall assist in the organization of and encouraging participation in other special events for members.
ARTICLE VII - DUTIES OF DIRECTORS
- The management, control and responsibility for the affairs of the Association are vested in the Board of Directors, who shall act as the governing and policy making body of the Association. The Executive Team Leaders shall select one of its members to serve as the Chief Executive Officer of the organization and to officiate over Board Meetings as Chief Executive Officer.
- The Executive Team shall appoint Liaisons from dressage-related sports and no less than 2 Team Leaders for each standing Team to manage and coordinate the affairs of the Association. These appointed Liaisons and Team Leaders shall recruit additional members as needed to fulfill the business of the team. Liaisons and Team Leaders shall be members of the Board of Directors and at least one Team Leader shall attend each Board Meeting to provide the Board with summary reports of their Team's plans and activities.
- Meetings of the Board shall be held at least quarterly. Special meetings shall be called when deemed necessary by the Chief Executive Officer or by a written request of a majority of the Directors. Six (6) voting members shall constitute a quorum. Only attending Board members may vote. Emergency meetings may be called by an Executive Team Leaders or upon petition of at least three members of the Board. The Board of Directors shall consist of the Executive Team, the Financial Team, and the Appointed Team Leaders and Liaisons.
- Meetings of the Board shall be announced by emailing the general membership and notification on the Association's website. Such meetings shall be open to any member of good standing, however only board members may vote.
- A Board member may, with the majority vote of the other Board members, vote by phone at a scheduled Board meeting, if access to discussions and input capability is provided. Board members may vote by proxy executed in writing (including email) and submitted to the Communications Team Leader of the Association.
- The Executive Team Leaders shall contribute to the Board Meetings:
- Appointments of all Team Leaders with the approval of the Board;
- Executive as an ex-officio member of all Teams;
- By presiding over all meetings of the Association and shall prepare the meeting agendas;
- By acting as the representative of the Association to the community;
- By working actively to maintain and improve communications between members of the Executive Board and to perform other duties as requested by the Chief Executive Officer.
- A Communications Team Leader shall contribute to Board Meetings:
- Notification to all Association Members of meeting dates and locations, with the approval of the Board.
- The minutes of the previous meeting of the Association, and of the Board.
- Matters pertaining to meeting procedures as directed by the Chief Executive Officer.
- Meeting notices, meeting waivers, and agendas for all meetings with the approval of the Board.
- A Financial Team Leader shall contribute to Board Meetings:
- A report on all funds received and paid out by the Association;
- A complete record of all business transactions and be prepared to report on the financial status of the Society at all times;
- All regular government filings, and submit such filings for Board approval prior to submission.
- It shall be the duty of the Board to conduct all business of the Association between meetings of the Membership. The Board shall expend those funds deemed necessary to carry on the activities of the Association.
- The Board is subject to the Constitution and By-Laws of the Association and none of its acts shall conflict with the actions taken by the Association. The Board may make, alter, amend or repeal the Policies and Procedures of the Association and may recommend changes, additions or deletions in the By-Laws which are then subject to the approval of the general membership.
- If a vacancy occurs in Director position, the Board shall appoint a current member of the Association to the position for the remainder of the term. However, if it is the Executive Team Leader that has become vacant, the office shall be put to a membership vote, rather than being appointed by the Board.
- Each officer at the expiration of his/her term of office, or upon resignation, shall transfer all records pertaining to his/her office to the succeeding officer within two weeks.
ARTICLE VIII MEETINGS
- A meeting of the general membership shall be held annually. Interim meetings may be called by the Executive Team Leaders, the Board of Directors, or by a petition of ten current members.
- Meetings of the membership and of the Board shall be open to all current members and to others having an interest in dressage.
- A quorum to conduct business at a general membership meeting shall consist of at least ten current members, which number shall include four Board Members. A quorum to conduct business at Board meetings shall consist of at least five members of the Board of Directors.
ARTICLE IX POLICIES AND PROCEDURES
The Policies and Procedures of the Association shall be established by the Board of Directors to specify the policies, procedures and rules by which the business of the Association shall be conducted. The Policies and Procedures derive their authority from the By-Laws. Whenever a conflict exists between the Policies and Procedures and the By-Laws, the By-Laws shall be the prevailing authority. Once the Policies and Procedures have been established (or when amended), they shall be published on the Association web site.
ARTICLE X AMENDMENTS
- Amendments to the By-Laws may be proposed by the majority of the Board of Directors or by the petition of at least 10 percent of the general membership.
- Proposed amendments must be published and distributed to the membership at least four weeks prior to the vote called for the consideration thereof.
- The amendments may be approved by following the voting procedure specified in Article IV.
- Any changes to the Association By-Laws require a 75% majority of votes cast.
ARTICLE XI - AFFILIATIONS
- The Association shall be affiliated with United States Equestrian Federation (USEF) and the United States Dressage Federation, Inc. (USDF).
- The Association may affiliate with other appropriate organizations as approved by the Board of Directors by simple majority vote, including, but not limited to, satellite groups.
- The Association may disassociate from other organizations as approved by the Board of Directors by 75% majority vote.
ARTICLE XII DISSOLUTION
If at any time the Association discontinues its activities, dissolves or otherwise ceases to exist or function, then any funds remaining in its treasury after all debts have been paid shall be distributed to the USDF, Inc. Any other physical assets shall be distributed to a dressage organization that is in current operation with an active membership and management, as determined by a simple majority vote of the Board of Directors. | | |
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