Oregon Farriers Association
Oregon Farriers Association
P.O. Box 1312, Molalla, OR 97038
(Adopted July 1st, 1991)
(Amended November 15, 2020)
OREGON FARRIERS ASSOCIATION
ARTICLE I. NAME
This organization shall be known as "Oregon Farriers Association." (dba Oregon Farriers Association) under which name it is incorporated under the laws of the State of Oregon as provided for non-profit organizations.
ARTICLE II. MISSION
The mission of the Oregon Farriers Association (OFA) is to provide professional development, leadership, and resources for the benefit of the farrier industry and to promote the wellbeing of the horse through education of the horse owner, veterinarian, and farrier.
ARTICLE III. MEMBERSHIP
Section 1. Membership in this Association is a privilege, and no member shall obtain any property right of the Association.
Section 2. Application for membership must be made to the Association headquarters and the annual membership dues shall be paid by each member in an amount fixed by the Board of Directors from time to time. Failure to pay the required annual dues by the date fixed by the Board of Directors shall constitute the resignation of a member.
Section 3. The Board of Directors may revoke and terminate the membership of any member at any time with or without cause by a three-fourths (¾) vote.
Section 4. A member may resign membership in the Association at any time by delivering written notice of resignation by either United States Postal Service to the Association office or from an email address known to the Association to firstname.lastname@example.org.
Section 5. Membership shall consist of the following categories:
Regular Member: Shall be a practicing farrier, past or present. Regular members may hold office and have voting privileges.
Associate Members are individuals who support the Association goals, but are not practicing farriers. Associate Members may not hold office and do not have voting privileges.
Horse Owner Members are individuals who own horses but are not practicing Farriers. Horse Owner members may not hold office and may not vote.
Honorary Members may be nominated by any member in good standing and must be approved for this honor by the Board of Directors. An Honorary Member may participate in all discussions and Association activities at general membership meetings. Honorary Members shall have no voting privileges, pay no dues, and may not hold office.
Student Members shall be a student at a farrier school, or someone who has completed a farrier school within the past twelve (12) months. Student members may not vote and may not hold office. A student membership can be obtained for only one twelve (12) month period; after one (1) year the student must become a regular member to retain membership. (9/14/19)
Sustaining Members shall be those persons or organizations who are interested in the perpetuation of the Oregon Farriers Association through their financial assistance or support. Sustaining members shall have no voting privileges, pay no dues, and may not hold office.
Alliance Organizations/Members are organizations/members(who are not practicing farriers) who are interested in the perpetuation of the Oregon Farriers Association through their financial assistance or support. Alliance Organizations shall have no voting privileges, pay no dues, and may not hold office.
ARTICLE IV. OFFICERS
Section 1. The Officers of this Association shall be a President, Vice-President, and Treasurer.
Section 2. Duties:
The President shall:
i. Preside at regular and special meetings of the Association;
ii. appoint, in consultation with the other members of the Executive Committee, standing and Ad hoc committee chairs, with the approval of the Board of Directors; and
iii. Coordinate and supervise activities of the Association.
The Vice President shall:
i. assist the President in all duties as requested;
ii. assume the duties of the office of President in the event that the President is incapable of performing required duties or that the office is vacated; and
iii. preside at regular and special meetings of the Association in the absence of the President.
The Treasurer shall:
i. act as custodian of all the assets of the Association;
ii. hold the Executive Director responsible for:
(a) disbursing monies from the general fund;
(b) paying all expenses of the Association subject to the direction of the Board of Directors;
(c) maintaining a file of all vouchers and invoices accompanying them for a period of not less than five years;
(d) depositing all monies in the name of the Association in an
institution approved by the Executive Committee.
iii. invest reserve funds in accordance with policy established by the Board of Directors;
iv. turn over all funds, properties under his custodianship, and records to a successor;
v. make a detailed report of the financial status of the Association at each annual meeting of the Board of Directors and at such other times as the Board may request; and
vi. serve as Chair of the Finance Committee.
Section 3. Nominations:
The Board of Directors shall appoint a Nominations and Elections Committee Chairman at its
Mid-Year meeting in odd number years to serve a two-year term. The Nominations and Elections Committee Chairman will select at least two (2) members to serve a two (2) year term. All members of the Nominations and Elections Committee shall have served as an officer, director, or committee chair.
b. Nominations will be made to the Nominations and Elections Committee at the Annual General Membership Meeting and until October 1 of each year prior to the election for office. Voting by the Regular and Lifetime Members will be done by electronic ballot or written ballot (if specifically requested), and turned in to the Nominations and Elections Committee by 5 p.m. (local time) on the evening prior to the final evening of the Annual Convention. All officers shall be elected by a plurality of the votes cast if there are more than two (2) candidates and by a majority vote if there are two (2) or fewer candidates from a slate of candidates which shall be accepted by the Nominations and Elections Committee.
c. Candidates for President and Vice President must have a current membership to the Oregon Farriers Association.
d. The Nominations and Elections Committee will publish a slate of nominees every two (2) years for the office of president beginning in 2017 and Vice-President beginning in 2018. The Nominations and Elections Committee will publish a slate of nominees every three (3) years for the office of Treasurer beginning in 2019.
Section 4. Elections. Officers will assume duties on the first Monday immediately following the Annual Convention at which they are elected. Officers will hold office until their successors are elected.
Section 5. Term Limitations. The term of office for the President and Vice President shall be two years, and the term of office for the Treasurer will be three years. The officers may serve no more than two consecutive terms.
Section 6. An Officer may resign their position at any time by delivering written notice by either United States Postal Service to the Association office or from an email address previously declared by the Officer to email@example.com of resignation of the position. The resignation shall be considered effective upon acceptance of at least two thirds (2/3) of the members of the remaining Board of Directors.
Section 7. The Board of Directors may remove any Officer at any time, with or without cause, by a vote of three-fourths of all Board of Directors members in good standing.
Section 8. Vacancies.
If the office of President becomes vacant, the Vice President will succeed to the office of President for the remainder of the term. At its next meeting the board will elect a member of the association in good standing of the current board to serve as Vice President for the remainder of the term.
If any office other than President becomes vacant, at its next meeting the Board of Directors will elect a member of the association in good standing of the current board to fill that office for the remainder of the term.
ARTICLE V. MEETINGS
Section 1. An Annual Meeting of the Board of Directors shall be held each year within 60 days after the elections. The Board may hear previous business, new business and additional business at its discretion by a two-thirds (2/3) vote at any point in the meeting.
Section 2. There shall be two meetings of the Board of Directors annually
Section 3. A quorum for any meeting of the Board of Directors shall consist of 11 members in good standing.
Section 4. Special meetings of the Board of Directors may be called by the Executive Committee or by a majority of the Board of Directors in good standing. A special meeting to be conducted by teleconference or electronic media may be called with notice setting forth the time of the meeting, the business to be transacted, and details of the meeting access to be emailed, faxed, and/or express mailed at least seven (7) days prior to the scheduled date of the meeting to each member of the Board of Directors. Each member of the Board of Directors, upon election or appointment, shall notify the office of their preference for method of notification for special meetings. Notice of a special, physical meeting setting forth the time and place of the meeting and the business to be transacted shall be mailed at least thirty (30) days prior to the scheduled date of such meeting to each member of the Board of Directors.
Section 5. An Annual General Membership Meeting shall be held each year at the Annual Convention. No quorum is required. The purpose of this meeting is to provide a participatory opportunity for all members to be involved in the business and activities of the association; to receive status and progress reports from elected Officers, the Board of Directors, Standing and Ad Hoc Committees, and the Executive Director; to announce elected Officers; and to provide a forum for advice, counsel, and expressions of concern, or questions from individual members.
Section 6. Special General Membership Meetings may be called by the Board of Directors as circumstances dictate. Notice of a special meeting, setting forth the time and place of the meeting and the business to be transacted, shall be mailed to each member at least thirty (30) days prior to the scheduled date of such meeting. It may be a physical meeting or an electronic meeting.
ARTICLE VI. BOARD OF DIRECTORS
Section 1. There shall be a Board of Directors of this Association consisting of the President; Vice-President; Treasurer; Secretary and four additional board members.
Section 2. The Board of Directors shall be the governing body of the Association, and shall have charge of the affairs, funds, and property of the Association.
Section 3. The voting members of the Board of Directors shall be the President, Vice-President, Treasurer, and the four additional board members. A Secretary will be appointed by the President, who will serve at the Board of Directors discretion and can be appointed and/or removed at any time with a majority vote.
Section 4. Directors shall be elected for a term of three (3) years and may serve no more than two (2) consecutive terms. Directors may be eligible for re-election after one term off the board. The directors will serve staggered terms, with one director elected each year from each region. Directors shall be elected by voting members in their region by a plurality of the votes cast if there are more than two (2) candidates and by a majority vote if there are two (2) or fewer candidates from a slate of candidates which shall be accepted by the nominations and elections committee.
Section 5. It shall be the duty of each member of the Board of Directors to attend all meetings of the Board of Directors, participate in the management of the affairs of the Oregon Farriers Association, and represent the interests of the individual and chapter members in their respective regions.
Section 6. If a director changes permanent residence to a state outside the region from which the director was elected, the seat shall be declared vacant.
Section 7. A member of the Board of Directors may resign at any time by delivering written notice by either United States Postal Service to the Association office or from an email address previously declared by the Board Member to firstname.lastname@example.org of resignation of the position. The Resignation shall be considered effective upon acceptance of at least two thirds (2/3) of the members of the remaining Board of Directors.
Section 9. If a vacancy occurs in the position of director, the President, with the advice and consent of the board, will appoint an interim director to serve until the next regularly scheduled election is held. A Director who is currently serving cannot be a candidate for a vacant position. If a vacancy occurs in the position of director and the director has more than twelve (12) months remaining in the term, an election shall be held to fill the remainder of the unexpired term during the next regular election process. However, the July 1 deadline for nominations need not apply, and write-in candidates will be eligible for election.
Section 10. The Regions shall be designed to provide fair apportionment of representation on the Board of Directors by creating and maintaining regions which are within the established variation for balanced numbers of members in each region. An ideal region is defined as one which contains exactly one-fifth of the regular and lifetime members.
Variation from the ideal shall not exceed plus or minus ten percent (10%) of the number of members who would be a resident in an ideal region. If on January 1 of any year, one or more regions exceed the allowed variation, the Board of Directors at the next annual convention will take action to revise the composition of regions in order to return them to a state of balanced membership. For a plan to be considered by the board, the variation between regions and the actual mean must not exceed five percent (5%).
Section 11. Each Officer and Director shall have one vote. Absentee or Proxy voting is not permitted.
Section 12. Any action which may be considered at a meeting of the Board of Directors may be considered without a meeting by mail ballot or voting by other electronic communication.
Section 13. The Board of Directors sets the annual dues of the Association.
ARTICLE VII. EXECUTIVE DIRECTOR
Section 1. Definition: The Executive Director shall be an employee of and the chief operating officer of the Association.
Section 2. Duties: The Executive Director shall;
a. manage and control the operation of the office and its staff.
b. have the responsibility for carrying out the daily activities of The Association in an efficient and economical fashion through the coordination of facilities, staff, and resources of the office.
c. assist the President in conducting the legal and fiscal matters of The Association and shall perform such additional duties as assigned by the President or Board of Directors.
d. assist the Finance Committee in the preparation of The Association’s annual budget.
e. serve as an Ex-Officio, non-voting member of the Board of Directors and Executive Committee of The Association.
f. attend all meetings of the Board of Directors, Executive Committee, and general membership and may attend meetings of all committees of the Association.
g. when appropriate, make presentations, proposals, or requests directly to the Board of Directors or committee as a non-voting, ex-officio member.
h. implement and oversee business of The Association relating to sponsorship and marketing/public relations with regular reporting to the Executive Committee on all actions taken.
Section 3. Placement, review, and termination: The Executive Committee and two additional members of the Board of Directors, placed by election by the Board of Directors at each mid-year meeting of the Board of Directors, shall serve for the purpose of hiring, annually reviewing performance, or terminating the employment of an Executive Director. (9/15/18)
ARTICLE VIII. EXECUTIVE COMMITTEE
Section 1. The Association shall be operated under the authority delegated by the Board of Directors to its Executive Committee.
Section 2. The Executive Committee shall be composed of the President, Vice-President, Treasurer and two board members that the President chooses to be fit and willing to serve. The appointments must be ratified by the Board of Directors. The Executive Director and Secretary shall serve as Ex-official non-voting members”
Section 3. The Executive Committee shall be responsible for management of the day-to-day activities of the Association and implementation of the policies established by the Board of Directors. The Executive Committee may, between meetings, act in place of and for the Board of Directors and the Association. Actions taken by the Executive Committee must be reported to the Board of Directors and be ratified by the Board of Directors at its next meeting.
Section 4. Meetings of the Executive Committee shall be at the call of the President, or on the call of two voting members of the Executive Committee, provided all members are given at least five (5) days notice. A meeting may be held at any time when all voting members can be assembled and agree to waive the five (5) day notice. Meetings may take place by telephone or other electronic communication. At least three (3) voting members must be present to conduct business.
Section 5. The Quorum for a meeting of the Executive Committee shall be three (3) voting members.
ARTICLE IX. FINANCES
Section 1. Dispersal of funds shall be approved by the Treasurer.
Section 2. A proposed budget for the coming year shall be presented to the Board of Directors before July 1.
Section 3. Dues shall be payable to the Oregon Farrier’s Association for a twelve-month period. Any member who does not pay dues within thirty (30) days of the dues deadline will be dropped from membership.
Section 4. The Executive Director is authorized to pay bills within the limits of the annual budget approved by the Board of Directors and to maintain a petty cash fund to cover incidental expenses. All financial transactions shall be properly recorded and reported monthly to the Treasurer, other Officers, and Finance Committee.
Section 5. The withdrawal by check or draft on the accounts of the Association requires two signatures which may be two of the Treasurer and an Officer who is appointed by the Board. With a signing limit of $1500.00 on all checks signed . The Account of Association requires two account managers which may be the Treasurer and an Officer appointed by the Board.
Section 6. The Association shall not be responsible for any debt, obligation, or liability (contractual or otherwise) incurred by any Chapter and/or any individual member, unless authorized by the Board of Directors.
Section 7. The Treasurer, any Association staff member, or other Officer who is responsible for handling money and signing checks shall be listed on the Association’s corporate insurance policy.
Section 8. The fiscal year of the Association shall be July 1 to June 30.
ARTICLE X. STANDING COMMITTEES
Section 1. At the first meeting of the year the Association shall form committees and designate committee chairs annually appointed
Section 2. Committee chair will serve at the Board of Directors discretion and can be appointed and/or removed at any time with a majority vote.
ARTICLE XI. REGISTERED OFFICE & REGISTERED AGENT
Section 1. The Association shall have one general headquarters as determined by the Board of Directors. The principal office of the Association shall be located at any place either within or outside the state of Oregon as designated in the Corporation’s most current Annual Report filed with the Secretary of State of Oregon. The Association may have such other offices, either within or outside the State of Oregon as the Board of Directors of the Association may deem advisable from time to time.
Section 2. The Association shall maintain a Registered Agent in the State of Oregon as required by Oregon law. The name and address of the Registered Agent may be changed from time to time by the Board of Directors.
ARTICLE XIV. STANDARDS OF CONDUCT
The Oregon Farriers Association as represented by the Officers, Board of Directors, and members, has the responsibility of conducting itself in a businesslike and professional manner when dealing with colleagues, businesses, and other equine professionals. An obligation exists to set a standard of conduct befitting the professional farrier. The actions of the Oregon Farriers Association are expected to enhance the honor and dignity of the farrier profession, expand the base of professional knowledge of farriery and render service to the community.
ARTICLE XV. PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with these Bylaws or any special rules of order the Association may adopt.
ARTICLE XVI. AMENDMENT OF BYLAWS
The Board of Directors may amend or rescind these Bylaws by a two-thirds (2/3) vote of the Board of Directors at a meeting of the Board of Directors. When amendments are proposed to the Bylaws, the Secretary or the Association staff shall send a notice along with the proposed amendments to the members of the Board of Directors thirty (30) days prior to a meeting. This process of amending the bylaws prohibits any vote being taken except at a Board of Directors' Meeting.
ARTICLE XVII. DISSOLUTION
In the event that, for any cause or reason, the Oregon Farriers Association shall cease to exist as a formal entity, the Executive Committee shall dispose of the assets of the association that may remain at that time. Property, if any, shall be liquidated, and combined with any funds that might remain in the treasury, be donated to an equine organization of the group’s choosing. Copyrights and trademarks, if any, shall be assigned or canceled, as appropriate. Such formal donation, cancellation, or assignment shall be the final act of officers, the Executive Committee, and the Oregon Farriers Association.
Adopted July 31, 1991, Amended November 15, 2020