BY-LAWS OF EMERALD COAST OPEN SHOW ASSOCIATION, INC.

ARTICLE I: INCORPORATION

Pursuant to its Articles of Incorporation under the laws of the State of Florida, the name of this organization shall be the Emerald Coast Open Show Association, Inc. and shall be a nonprofit corporation. The organization will hereinafter be referred to as “Association.”

ARTICLE II: OBJECTIVES AND PURPOSES

The purpose of this Association is to promote the horse industry as a whole and to foster and spread interest in riding, breeding, training, showing, and exhibiting all breeds of horses.

The objective is to educate the general public on the versatility of these animals by promoting events to showcase their horses’ natural talents, and by encouraging the public and Association members to enjoy these horses in a safe and family-friendly environment.

This is a not-for-profit organization focusing on:

  • Educational Focus: Educating the public about equine care, horsemanship, and various equine disciplines.
  • Charitable Component: Supporting equine-related charities and community initiatives.
  • Promotion of Amateur Sports: Organizing and hosting events that promote amateur equestrian sports.
  • Animal Welfare Advocacy: Promoting responsible horse ownership and care.

ARTICLE III: MEMBERSHIP

SECTION 1: ELIGIBILITY Any reliable person interested in promoting show horses, horsemanship, seminars, charity, equine rescue, therapeutic riding, sportsmanship, and animal welfare shall be eligible for membership.

SECTION 2: TYPES OF MEMBERSHIP A. Adult Membership: Open to any person 19 years of age or older as of January 1st of the current year. B. Youth Membership: Open to individuals 18 years of age or younger as of January 1st of the current year. C. Family Membership: Includes all members of an immediate family (parents and children under 19).

SECTION 3: DUES
A. Annual dues for each type of membership shall be set by the Board of Directors. 

B. Dues are payable on January 1st of each year and become delinquent on March 1st. 

C. Members whose dues are delinquent shall be automatically suspended and forfeit all rights and privileges of membership until reinstated.

SECTION 4: SUSPENSION/EXPULSION

The following acts shall be grounds for expelling or suspending any person from membership:

A. Any member expelled or suspended from any breed organization is automatically expelled or suspended from the Association. 

B. Anyone not paying insufficient fund fees for a returned check and/or making an insufficient fund check good within thirty (30) days can be suspended by a majority vote of the Board of Directors. 

C. Any member having misused, misappropriated, or stolen any funds or goods from this Association shall be expelled or suspended, as directed by the Executive Committee. 

D. Any member engaging in unsportsmanlike behavior, as determined by the Board of Directors, may be subject to suspension or expulsion from the Association.

SECTION 5: REINSTATEMENT Any person who has been suspended or expelled from the Association may be reinstated by the Board of Directors, upon application and payment of current dues.

ARTICLE IV: MEETINGS

SECTION 1: ANNUAL MEETING The Annual Meeting of the members shall be held on the second Sunday in January of each year or at another time within January as determined by the Board of Directors, but no later than the end of February. At least fifteen (15) days prior to the meeting, proper notice shall be sent to the membership by the Secretary. 

SECTION 2: SPECIAL MEASURES MEETINGS 

A. A special measures meeting may be called by the President, a majority of the Board of Directors, or by written petition of at least 20% of the voting members. 

B. The purpose of a special measures meeting is to consider and vote on matters requiring a two-thirds majority, as outlined in SECTION 9(a) of this Article. 

C. Notice of a special measures meeting shall be sent to all voting members at least 21 days prior to the meeting date, stating the time, place, and specific measures to be considered. 

D. No business other than that specified in the notice may be transacted at a special measures meeting.

SECTION 3: QUORUM At any meeting of the members called in accordance with these bylaws, the presence of attending members entitled to vote shall constitute a quorum.

SECTION 4: VOTING 

A. The vote of the majority of those members present and entitled to vote shall decide any questions brought before the meeting. 

B. Voting on any question shall be by written secret ballot if requested by any member present.

C. Voters must have been members for 3 full months prior to voting on business at any meetings

SECTION 5: BUSINESS CONDUCTED At the ANNUAL MEETING the following business will be conducted: 

(1) Submission of Annual Reports of all Committees 

(2) Nomination and Election of Directors 

(3) Nomination and Election of Officers according to the by-laws 

(4) Nomination and Election of Committees for the succeeding year 

(5) All other business appropriate to discuss before the Annual Meeting.

SECTION 6: VOTING MEMBERSHIP

 (A) A Voting Member is an Associate Member with annual dues paid a minimum of 3 months prior to the Annual meeting being called to order. 

(B) A current Voting Membership Roll prepared by the Association Secretary shall be on hand at the Annual Meeting. 

(C) Those voting members present at the Annual Meeting shall constitute a quorum to transact business.

SECTION 7: VOTING ELIGIBILITY 

A. No person shall be entitled to vote on matters pertaining to the election of officers or changing of the bylaws unless they have been a member in good standing for a minimum of three (3) months. 

B. Adult members in good standing, 19 years and older (as of January 1st), or younger and married, shall be entitled to vote. 

C. Youth members do not have voting rights for business within the Association.

SECTION 8: VOTING RIGHTS 

A. Each Adult member in good standing shall have one vote on all matters brought before the membership. 

B. For Family Memberships, each adult family member (19 years and older as of January 1st) shall have one vote.

SECTION 9: Voting 

(a) Special Measures. The favorable vote of two-thirds of the votes cast shall be required to: enact, repeal, or amend a by-law; Amend the Articles of Incorporation; Dissolve the Corporation. 

(b) Ordinary Measures. A majority of the votes cast are sufficient for the adoption of any measure. 

(c) Proxies or Mailed Ballot: Voting by proxy or by mailed ballot shall not be permitted. VOTER MUST BE IN PERSON TO VOTE AT THE ANNUAL MEETING.

SECTION 10: ELECTRONIC MEETINGS 

Meetings may be conducted, in whole or in part, by teleconference or video conference, provided reasonable measures are taken to permit all members to hear and see the proceedings concurrently.

ARTICLE V: BOARD OF DIRECTORS

SECTION 1: COMPOSITION The Board of Directors shall consist of four elected Officers (President, Vice-President, Secretary, and Treasurer), Show Chairman, the Immediate Past President, and one elected Director at Large to be elected to serve a term of 2 years, unless re-elected. Persons must be a member in good standings of the Association for 1 full year before they can be elected to the Board of Directors. 

SECTION 2: RESPONSIBILITIES 

A. The Board is responsible for responding to calls, emails, and social media accounts associated with Association business within 24 hours. 

B. The Board is responsible for implementing changes voted on in a timely manner. 

C. The Board shall actively participate in helping the organization grow. 

D. Board members must maintain impartiality and cannot show signs of bias. 

E. Disagreements must be handled privately and professionally. 

F. All Board members must learn and become proficient in the show program software. 

G. Directors cannot obligate the Association for more than $250 without a membership vote. 

H. The Board shall review the attendance record of any member attending less than 75% of scheduled meetings. 

I. The Board shall uphold the Bylaws and policies of the Association.

J. A vacancy on the Board of Directors shall be declared to exist upon: Written resignation of a member, Failure of a member to attend Board meetings (unless a majority of the Board agrees there is a reasonable excuse), or Death of a member. Any vacancy may be filled at any Organizational, Regular, or Special meeting. The remaining Board may elect to fill the position or leave the position vacant for the remainder of the year. 

SECTION 3: MEETINGS The Board of Directors shall meet at least quarterly for Regular meetings.

SECTION 4: QUORUM A majority of the Board members shall constitute a quorum for conducting business.

SECTION 5: OPEN BOARD MEETINGS   All Regular Board of Directors Meetings are open to Association members in good standing. At any regular Board meeting, the Board of Directors may transact any business that may properly be brought before the meeting.

SECTION 6: SPECIAL MEETINGS  The President or any three members of the Board of Directors may call a special meeting of the Board when action is required. Notice of such meeting shall be given to all Board members by telephone, email, or text message at least 24 hours before the meeting, if possible. The purpose of the meeting shall be stated in the notice, and no other business may be conducted at the special meeting. Special meetings are for Board members. However, a guest may be invited to attend if the business specified in the notice pertains to the guest specifically. 

SECTION 7: EMERGENCY MEETINGS The President or any three members of the Board of Directors may call an emergency meeting of the Board when immediate action is required. Notice of such meeting shall be given to all Board members by telephone, email, or text message at least 24 hours before the meeting, if possible. The purpose of the meeting shall be stated in the notice, and no other business may be conducted at the emergency meeting. Emergency meetings are for Board members only.

ARTICLE VI: OFFICERS

SECTION 1: OFFICERS The officers of the Association shall consist of a President, Vice-President, Secretary, and Treasurer, all of whom shall be elected by the members of the Association at the Annual Membership Meeting. Each officer shall hold office for a term of two (2) years, beginning at the close of the Annual Meeting at which they were elected and ending when a successor is elected. Officers of the Association must have served 1 year on the Board of Directors before being elected.

SECTION 2: DUTIES OF THE PRESIDENT The President shall have general supervision of the affairs of the Association; shall sign or countersign all certificates, contracts, and other instruments of the Association as authorized by the Board of Directors; to execute all documents of every nature on the Association’s behalf; and shall preside as Chairperson at all meetings of the membership.

SECTION 3: DUTIES OF THE VICE-PRESIDENT In the absence or the inability to act as the President, the Vice-President shall perform the duties of the President.

SECTION 4: DUTIES OF THE SECRETARY The Secretary shall keep the minutes of meetings and shall furnish all members of the Board of Directors a copy of the minutes of each meeting, within ten days of said meeting. The Secretary shall keep all minutes, treasurer reports and necessary correspondences in the official Association minute book. The Secretary shall perform such other duties as may, from time to time, be assigned by the Board of Directors.

SECTION 5: DUTIES OF THE TREASURER The Treasurer shall keep the Association’s financial records and shall submit a statement of financial condition, including receipts and disbursements at each regular meeting of the Board of Directors and shall bring with them to each meeting: current ledgers for the Association accounts; the Association’s check book, bank statements, cancelled checks and deposit receipts; and shall keep an up-to-date roster of the members of the Association, and shall collect membership dues. Two signatures will be required on all Association checks issued.

 

SECTION 6: EXECUTIVE COMMITTEE The Executive Committee shall consist of the President, Vice-President, Secretary, Treasurer, Immediate Past President and a Director at Large, elected by the Board of Directors. The Executive Committee will have the power to authorize emergency expenditures not to exceed $500.00 when the Board of Directors cannot meet.

ARTICLE VII: COMMITTEES

SECTION 1: STANDING COMMITTEES The Association shall have the following standing committees: Nominating, Show, Membership, Election, and Volunteer.

SECTION 2: NOMINATING COMMITTEE
A. The Nominating Committee shall consist of voting Members elected each year to nominate Officers and Directors for the following year.
B. The committee shall prepare a slate of candidates for each office and directorship to be filled.
C. The committee shall present its nominations at the Annual Meeting.
D. In addition to nominations by the Nominating Committee, nominations may be made from the floor.

SECTION 3: SHOW COMMITTEE
A. The Show Committee shall be responsible for planning, organizing, and executing all Association-sponsored horse shows and events.
B. Duties include:

  • Selecting show dates and venues
  • Hiring judges and other necessary officials
  • Preparing and distributing show bills and entry forms
  • Coordinating with the Volunteer Committee for staffing needs
  • Ensuring compliance with all relevant rules and regulations
  • Managing show finances in coordination with the Treasurer

SECTION 4: MEMBERSHIP COMMITTEE
A. The Membership Committee shall be responsible for recruiting new members and retaining current members.
B. Duties include:

  • Maintaining an up-to-date membership roster
  • Developing and implementing membership drives
  • Creating and distributing membership materials
  • Welcoming new members and facilitating their integration into the Association

SECTION 5: ELECTION COMMITTEE
A. The Election Committee shall be responsible for managing the election process for Officers and Directors.
B. Duties include:

  • Collecting information on candidates interested in running for office
  • Ensuring candidates meet eligibility requirements
  • Preparing and distributing ballots
  • Overseeing the voting process at the Annual Meeting
  • Counting votes and announcing results

SECTION 6: VOLUNTEER COMMITTEE
A. The Volunteer Committee shall be responsible for managing the Association’s volunteer program.
B. Duties include:

  • Recruiting volunteers from schools, other nonprofits, members, exhibitors, and the community
  • Maintaining a database of volunteers and their skills
  • Providing volunteer contact information to the Show Committee at least one week prior to events
  • Coordinating volunteer schedules and assignments for Association events
  • Ensuring volunteers are properly trained for their assigned tasks
  • Recognizing and appreciating volunteer contributions

SECTION 7: EXECUTIVE COMMITTEE
A. The Executive Committee shall consist of the President, Vice-President, Secretary, Treasurer, Immediate Past President, and a Director at Large, elected by the Board of Directors.
B. The Executive Committee will have the power to authorize emergency expenditures not to exceed $500.00 when the Board of Directors cannot meet.
C. The Executive Committee shall also serve as the Grievance Committee and shall settle member and/or show disputes that may arise.

SECTION 8: OTHER COMMITTEES The Annual Meeting, the Board of Directors, or the President may provide for the appointment and duties of such other committees as may be necessary or desirable.

SECTION 9: COMMITTEE APPOINTMENTS
A. Except as otherwise provided, the President shall appoint all committees that shall serve at the pleasure of the President.
B. The President shall be an Ex-Officio Member of all committees except the Nominating Committee.
C. The President shall assign a main contact for each committee. This main contact will be responsible for coordinating committee activities and reporting to the Board of Directors.

SECTION 10: COMMITTEE PARTICIPATION A member may serve on multiple committees or all committees simultaneously. There are no restrictions on the number of committees a member can join, provided they can fulfill the responsibilities of each committee they serve on.

ARTICLE VIII: AWARDS

SECTION 1: TYPES OF AWARDS The Association may present awards to recognize outstanding contributions to the horse industry, exceptional sportsmanship, or other achievements that align with the Association’s objectives. The types of awards and criteria for selection shall be determined by the Board of Directors.

SECTION 2: AWARDS COMMITTEE An Awards Committee may be appointed by the President to oversee the nomination and selection process for awards. The committee shall present its recommendations to the Board of Directors for approval.

ARTICLE VIII: FINANCES

SECTION 1: FISCAL YEAR The fiscal year of the Association shall be from January 1 to December 31.

SECTION 2: BUDGET The Board of Directors shall approve an annual budget.

SECTION 3: AUDIT The financial records shall be audited annually by a committee appointed by the President.

SECTION 4: DONATIONS AND INVENTORY
A. All donations, including cash, checks, services, or goods, must be properly accounted for and attributed to the Association.
B. Cash or check donations must be made out to the Association treasurer.
C. All goods and services donated must be inventoried and accounted for.
D. A current inventory list must be presented at every general meeting.

ARTICLE IX: 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 and any special rules of order the Association may adopt.

ARTICLE X: AMENDMENT OF BYLAWS

These bylaws may be amended at any regular meeting of the Association by a two-thirds vote of those present and voting, provided that the amendment has been submitted in writing at the previous regular meeting.

ARTICLE XI: DISSOLUTION

Upon the dissolution of this corporation, no part of its assets shall be ensured to the benefit of its members. Rather, such assets shall be distributed to one or more charitable organizations described in Section 501(c)(3) of the Internal Revenue Code of 1954, as amended.

ARTICLE XII: NON-DISCRIMINATION POLICY

The Association does not and shall not discriminate based on race, color, religion, gender, gender expression, age, national origin, disability, marital status, sexual orientation, or military status, in any of its activities or operations.

ARTICLE XIII: CONFLICT OF INTEREST POLICY

The Board of Directors shall adopt and periodically review a conflict-of-interest policy to protect the Association’s interest when it is contemplating any transaction or arrangement which may benefit any director, officer, employee, affiliate, or member of a committee with Board-delegated powers.

ARTICLE XIV: INDEMNIFICATION

The Association shall indemnify any director, officer, or employee, or former director, officer, or employee of the corporation, against expenses actually and necessarily incurred by him or her in connection with the defense of any action, suit, or proceeding in which he or she is made a party by reason of being or having been such director, officer, or employee, except in relation to matters as to which he or she shall be adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of duty.

ARTICLE XV: SUPERSESSION

These bylaws supersede all bylaws in effect heretofore and supersede all resolutions inconsistent herewith.

Adopted: January 1, 2025

Last Amended: January 1, 2025