A Nonprofit Organization

The name of this organization shall be the Indiana Farriers’ Association, Inc.

The purpose of this organization is to

∙ Promote quality farriery

∙ build and encourage community

∙ sponsor and promote activities and educational meetings

A proposed member must be a natural person over the age of eighteen (18) years of age.

Unless otherwise specified herein, each potential member must make application to the IFA and submit appropriate fees.

There shall be numerous classes of members, one of which (regular members) shall be voting members and the remainder of which shall be nonvoting members. Only voting members shall have all the rights and privileges of members of the association. Nonvoting members shall have only such rights as are specifically set forth in these Bylaws but in no event shall nonvoting members have the right to vote. Unless otherwise specifically stated in these Bylaws, all references to "Members" relate only to voting members and not to nonvoting members. The following are the classes of membership:

(A) Regular members will be those who are practicing farriers (including apprentices, interns, part-time, full-time, and/or retired farriers). They shall:

∙ be voting members with office-holding privileges

∙ be entitled to participate in activities and discussions during all general meetings

∙ receive all pertinent mailings and documents distributed by the IFA

(B) Associate members will be those who are involved in the farrier profession. They shall:

∙ be nonvoting members with no office-holding privileges

∙ be entitled to participate in activities and discussions during general meetings

∙ receive all pertinent mailings and documents distributed by the IFA

(C) Honorary members will be those who are voted into membership by a majority vote of the general membership. They shall:

∙ be nonvoting members with no office-holding privileges

∙ pay no dues

∙ be acknowledged and encouraged to enter all discussions and activities at

general meetings

∙ receive all mailings

(D) Life members will be those who have purchased a life membership under the categories (A) regular membership. They shall:

∙ have the same privileges as outlined for the annual member category (A)

(E) Student Memberships

∙ a free student membership shall be available to recent graduates

∙ to participate in the Injured Farriers program graduates must pay the yearly portion of the allotted dues toward the Injured Farriers fund

∙ membership is for one (1) year and will expire December 31st

Unless otherwise noted herein, the order of business at any meeting shall be conducted in accordance with Robert’s Rules of Order.

The Board of Directors shall hold the annual meeting by April fifteenth at a location approved by the Executive Committee. Notice of the annual meeting shall be sent in writing to all members in good standing 30 days prior to the date of the meeting. The annual meeting shall be for the purpose of the election of Officers and the transaction of such other business as may come before the meeting. Failure to hold an annual meeting shall in no way affect the terms of Officers or Directors or the validity of actions of the Associations.

Special meetings of members may be called by the President or by a majority of the Board of Directors then in office or by a member contingent represent on-fourth (1/4) or more of the votes of the Association. The purpose of each special meeting shall be stated in the notice and may only include purposes which are lawful and proper for Members to consider.

The President or the Board of Directors shall designate any place, either within or without the state of Indiana, as the place of meeting for any meeting of members.

Written or printed notice stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered personally or by first class mail not less than ten (10) days nor more than sixty (60) days before the date of the meeting. If the notice is mailed at least thirty (30) days before the date of the meeting, it may be done by a class of United States mail other than first class. Notice shall be given by or at the direction of the President or the Secretary or the person calling the meeting to each member of record entitled to vote at the meeting. If mailed, such notice shall be deemed to have been delivered when deposited in the United States mail addressed to the member at his/her address as it appears on the records of the Association with postage thereon prepaid.

A written waiver of notice signed by a member, whether before or after a meeting, shall be equivalent to the giving of such notice. Attendance of a member at a meeting shall constitute a waiver of notice of such meeting, except when the member attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

Voting members must appear in person or by proxy to constitute a quorum at a meeting of members. If a quorum is present, the affirmative vote of a majority of the members at the meeting entitled to vote on the subject matter shall be the act of the members. After a quorum has been established at t Members’ meeting, the subsequent withdrawal of Members, so as to reduce the number of Members entitled to vote at the meeting below the number required for a quorum, shall not affect the validity of any action taken at the meeting or any adjournment thereof. If a quorum is not present when a meeting starts, then a majority of the Members at the meeting may adjourn the meeting from time to time without further notice until a quorum is present.

Each Voting Member shall be entitled to an equal vote on each matter submitted to a vote at a meeting of Members.

Every Member entitled to vote at a meeting of Members or to express consent or dissent without a meeting may authorize another person or persons to act for him by proxy. Every proxy shall be in writing and shall include the Member’s name, both printed and in signature, and identification number. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Member executing it, except as otherwise provided by law.

Subject to the limitations of the Subject to the limitations of the Articles of Incorporation, these Bylaws, and the Indiana Not For Profit Corporation Act concerning corporate action that must be authorized or approved by the Members of the Associations, all corporate powers shall be exercised by or under the authority of the Board of Directors, and the management and affairs of the Association shall be controlled by the Board of Directors.

The number of Directors shall be the number of Directors elected from time to time in accordance with these Bylaws, but shall never be less than three. The number of Directors may be increased or decreased from time to time by election in accordance with these Bylaws. The Directors must be Members of this Association, but need not be residents of Indiana.

The Board of Directors shall hold the annual meeting by April fifteenth. Failure to hold an annual meeting shall in no way affect the terms of Officers or Directors or the validity of actions of the Association.

Regular meetings of the Executive Committee shall be held quarterly and may be held without notice at such time and at such place as shall be determined from time to time by the Board of Directors. Failure to hold all regular meeting shall in no way affect the terms of Officers or Directors or the validity of actions of the Association.

Special meetings may be held from time to time upon call by the President and/or a majority of the Executive Committee. Notice shall be sent to all members in good standing not less than ten days prior to the date of such meetings. This notice shall be in writing. A quorum will consist of the members present.

Directors may participate in meetings of the Board of Directors by means of a conference telephone or similar communications equipment by which all persons participating can "hear" each other, and participation by such means shall constitute presence in person at such a meeting.

Any action of the Board of Directors may be taken without a meeting if consent in writing setting forth the action so taken signed by all of the Directors is filed in the minutes of the Board of Directors. Such consent shall have the same effect as a unanimous vote.

Notice of any special meeting shall be given at least ten (10) days prior thereto by written notice delivered personally or by mail to each Director. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail with postage prepaid. Any Director may waive notice of any meeting, either before, at, or after such meeting by signing a waiver of notice. The attendance of a Director at a meeting shall constitute waiver of notice of such meeting and a waiver of any and all objections to the place of such meeting or the manner in which it has been called or convened, except when a Director states at the beginning of the meeting any objection to the transaction of business because the meeting is not lawfully called or convened.

A majority of directors in office shall constitute a quorum for the transaction of business. Ex officio members of the Board of Directors shall not be counted in determining the quorum. The vote of a majority of Directors present at a meeting at which a quorum is present shall constitute the action of the Board of Directors. If less than a quorum is present, then a majority of those Directors present may adjourn the meeting from time to time without notice until a quorum is present.

Any vacancy occurring in the Board of Directors may be filled by appointment by the president and majority approval by the executive Committed. The appointee shall fulfill the term obligation for the vacated office.

Any director may be removed from office, with or without cause, by vote of a majority of the Board of Directors present at a duly-called meeting of said Board. Another Director may be elected by and from the members of the Association for the unexpired term of the Director removed from office. Any Director who fails to attend two consecutive duly-called meetings or fails to attend two-thirds (2/3) of the duly-called meetings within a calendar year is subject to removal.

A director who is present at a meeting of the Board of Directors at which action on any Association matter is taken shall be presumed to have assented to the action taken unless s/he votes against such action or abstains from voting because of an asserted conflict of interest.

The election of officers shall be at the annual meeting and shall be for a period of one year or until their successors are elected. The officers of the Association shall be President, Vice-President, Secretary, and Treasurer, each of whom shall be nominated and elected by and from the Regular Members. Other officers and assistant officers may be elected by the Board of Directors from time to time as deemed necessary. No officer may hold more than one office at any given time. A Failure to elect any Officer shall not affect the existence of the Association. All Officers must be Regular Members of the Association.

The Officers of the Association shall be elected annually by secret ballot by majority vote of the Regular Members. Each Officer shall hold office from the end of the meeting at which the officer is installed from on (1) year, or until his successor shall have been duly elected and shall have qualified, or until his death, or until he shall resign or shall have been removed in the manner herein provided.

In December of 2000 the Ballot would be to elect the Vice President and Secretary and in 2001 the Ballot would be to elect the President and Treasurer for terms of two (2) years.

Any Officer may be removed from office at any time, with or without cause, on the affirmative vote of a majority of the Board of directors whenever, in its judgment, the best interests of the Association will be served thereby. Removal shall be without prejudice to any contract rights of the person so removed but election of an Officer shall not of itself create contract rights.

Vacancies in Offices, however occasioned, shall be filled by election by the Board of Directors at a special meeting or at the next regular meeting of the Board of Directors for the unexpired terms of such Officers.

The President shall be the Chief Executive Officer of the Association and shall preside at all meetings of the Association and act as chairperson of the Executive Committee. S/he shall appoint committees as required, cal special meetings of both the Association and the Executive Committee, and perform all other duties usually assigned to this office.

The Vice-President shall, in the absence of or inability of the President, perform all the duties of the President.

The Secretary shall conduct general correspondence of the Association, shall send all notices of Association meeting and Executive Committee meetings, and shall record all the minutes of all such meetings upon the book of records of the Association.

The Treasurer shall receive and keep records of the Association’s monies, debts, obligations, etc. Combined with one predetermined member of the Executive Committee, who shall have the authority to sign checks for the purpose of meeting the Associations’ financial obligations. A majority vote of the Executive Committee will be required to approve these disbursements. The Treasurer shall also render a complete financial report at each annual meeting. Both the Treasurer and the Executive Committee member shall be bonded, at the expense of the Association, for an amount determined by the Executive Committee.

Subject to the foregoing, the Officers of the Association shall have such powers and duties as usually pertain to their respective offices and such additional powers and duties specifically conferred by law, the Articles of Incorporation, these Bylaws, or as may be assigned to them from time to time by the Board of directors.

In the absence or disability of any Officer of the Association or for any other reason deemed sufficient by the Board of Directors, the Board my delegate his powers or duties to any other officer, Director, or Regular Member.

The Executive Committee shall consist of the Officers and Board of Directors. Members of the Executive Committee must be members of the Association for at least one year and one day prior to being elected. Meetings of the Executive Committee may be held from time to time upon call by the President or by the request of the majority of this Committee. Members of this Committee shall be notified in writing, by telephone, or in person at least 24 hours before the time of the meeting. A quorum shall consist of two-thirds (2/3) of the Executive Committee present and voting in person. Unless otherwise designated, the vote shall be by simple majority, with the President having the tie-breaking vote.

Standing committees, appointed by the President, shall be: Achievement, Archives, Banquet, Certification, Constitution and Bylaws, Contest, Election, Education, Hammer-ins, Injured Farriers’ Fund, Membership, Newsletter, Picnic, Sponsorship, Website. All committees shall make full reports of their activities at the annual meeting. Additionally, the President shall serve as the liaison to the American Farrier’s Association as well as other farrier and farrier-related organizations. The President will also serve as liaison or appoint an official liaison to the following organizations: Indiana Horse Council, Hoosier Horse Fair, and Indiana Association of Equine Practitioners, Purdue Student Chapter, American Association of Equine Practitioners.

The President, the Board of directors, and/or the Executive Committee may appoint from time to time standing committees as necessary. Should such committees be appointed by the President or by the Board of Directors, said committees must be authorized by vote at the next meeting of the Executive Committee.

The President may appoint from time to time such standing committees as may be authorized by vote of the Executive Board at the next regular or special meeting.

The President shall appoint all committee chairpersons and may with or without cause, revoke any such appointments at will and make new appointments.

The President shall serve as an ex officio member of all committees. The immediate past chairperson of each committee shall also serve as an ex official member of said committee.

Regular meetings of the committees may be held without notice at such time and at such place as shall from time to time be determined by the committees, and special meeting of the committees may be called by the Chairperson or any two (2) members thereof upon three (3) days’ notice to the other members of such committees, or on such shorter notice as may be agreed to in writing by each of the other members of such committee, given either personally or in the manner provided in these Bylaws pertaining to notice for Director’s meeting.

Vacancies on the committees shall be filled by the Chairperson and shall be approved by the Executive Committee at any regular or special meeting of the Executive Board.

At all meetings of the committees, one-third (1/3) of the committee’s members shall constitute a quorum for the transaction of business.

The acts of a majority of the members of a committee present at a meeting at which there is a quorum shall be the act of such committee.

The Association shall have the right to take a ballot of its members on any Association business by mail, provided that ballots are mailed to the membership as a whole immediately following the resolution of the board of directors directing a submission of such matter to the membership for mail balloting. It shall be further provided that at least twenty percent of the entire membership of the corporation shall remit, by mail, their ballots duly marked within thirty days of the date of mailing the ballots to the membership.

In the event that, for any cause or reason, the Indiana Farriers’ Association shall cease to exist as a formal entity, the elective officers and members of the Executive Committee shall dispose of the assets of the Association that may remain at the time. Property, if any, shall be liquidated and money combined with any funds that might remain in the treasury, will be donated as charity to a horse-related 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 the officers, the Executive Committee, and the Indiana Farriers’ Association.

These bylaws may be altered, amended, or repealed by a vote of the majority of the members represented in person or by proxy at any annual or special meeting of the Association. The proposed amendment, repeal, or change must be clearly stated in the notice of the meeting.

Dues for all classes of membership shall be established by the Executive Committee. In addition to annual dues, the Board of Directors may assess additional dues as the Board of Directors determines to be in the best interest of the Association.

The membership fee shall be payable on January 1 of each year. Dues for new members must accompany application for membership. Each paid member shall be placed on the membership roster and shall be issued a membership card.

Should any member be in default in the payment of dues for a period of time exceeding sixty (60) calendar days from the due date, his/her membership in the Association may automatically cease.

The Association shall attempt to notify a member who is thirty (30) day past due of pending termination by sending a notice to his/her address as it appears in the membership roster; however, the Association is under no legal or binding obligation to present such notification.

The Association shall keep correct and complete minutes of the proceedings of its Members. Board of Directors, and committees, shall keep correct and complete books and records of account, and shall keep a membership book containing the name and address of each Member, including Nonvoting Members.

The Association shall send an annual report to the Members not later than four months after the close of each fiscal year of the corporation. Such report shall include a balance sheet and a revenue and disbursement statement for the year ending on such closing date.

The Association will not have or issue shares of stock. No dividends will be paid. No part of the income or assets of the Association will be distributed to its Members, Directors, or Officers without full consideration. No member of the Association has any vested right, interest, or privilege in or to the assets, property, functions, or activities of the Association. The Association may contract in due course with its members, Directors, and Officers without violating this provision.