Changes to the Bylaws were undertaken with the goal of providing the organization a more efficient and responsive structure and infrastructure. The directors work to be attentive to member needs and requests as well as to take advantage of those opportunities that align with our mission: “Connect, Communicate, Educate”. It is our belief that these changes will support our ability to fulfill that commitment to the equine community in South Carolina in a more clear and efficient manner while meeting the legal expectations of the State of South Carolina Code of Laws, Title 33 (Corporations, Partnerships and Associations), Chapter 31 (South Carolina Nonprofit Corporation Act), Article 1 (General Provisions).
The South Carolina Horse Council (SCHC – Formerly South Carolina Horse Council) By- laws are a legal document. They define how the SCHC operates as a 501c3 organization. The By-laws provide authority and power of the officers, members, and established procedures to be followed with respect to the SCHC as a whole. They have a direct bearing on the rights of members within the organization.
The stipulations in the By-laws are only those required by SC and /or Federal Law. They may be amended only as set forth herein. If suggested changes to the By-laws do occur, they will be approved by the Board prior to submission to the general membership. Members should be notified about potential changes and why they are being suggested. Changes require specific notification to members.
The Policies and Procedures of the SCHC are the principles which govern its operation and are mentioned in various sections of the Bylaws. Specific Policies and Procedures serve to clarify SCHC purpose, delineate basic structure and provide the cornerstone for an effective organization. They are more fluid and allow for change while more defining responsibilities in more detail and strengthening accountability. They allow members of the Board, the general membership, and potential members to have a better understanding of what the organization is and how it functions.
The Policies and Procedures of the SCHC are the principles which govern its operation and are mentioned in various sections of the Bylaws. Specific Policies and Procedures serve to clarify SCHC purpose, delineate basic structure and provide the cornerstone for an effective organization. They are more fluid and allow for change while more defining responsibilities in more detail and strengthening accountability. They allow members of the Board, the general membership, and potential members to have a better understanding of what the organization is and how it functions.
The Policies and Procedures of the SCHC are the principles which govern its operation and are mentioned in various sections of the Bylaws. Specific Policies and Procedures serve to clarify SCHC purpose, delineate basic structure and provide the cornerstone for an effective organization. They are more fluid and allow for change while more defining responsibilities in more detail and strengthening accountability. They allow members of the Board, the general membership, and potential members to have a better understanding of what the organization is and how it functions.
The Corporation shall maintain a registered office in the State of South Carolina as required by law, which may be, but need not be, identical with the principal office.
The Corporation may have offices at such other places, within the State of South Carolina, as the Board of Directors may from time to time determine, or as the affairs of the Corporation may require.
All corporate powers of the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of the Board of Directors.
The number of directors may be increased or decreased, by the Board of Directors, during the course of business at any meeting, by a majority vote provided a quorum exists. The number of directors of this Corporation shall consist of such number as deemed appropriate by the Board.
No resolution reducing the number of directors below the number of directors then in office shall of itself have the effect of removing any director prior to the expiration of such director’s agreed upon term of office.
The terms of directors and the term of any director elected to fill a vacancy shall be at the discretion and approval of the Board.
Notwithstanding the stated terms of directors, a director shall cease to serve as such and his or her position shall be deemed vacant upon his or her death, resignation, removal or disqualification.
Directors must be residents of the State of South Carolina and members of the South Carolina Horse Council.
Directors other than the initial directors may be elected at the annual meeting of members by a vote of the membership.
Members are encouraged to notify the council of their interest in serving and may submit a statement of interest and qualification. Similarly, members may submit nominations for Directors as early as possible – including particulars about the nominee that support their suitability for service.
Information will be shared with members at the annual meeting to support their decisions regarding prospective Directors.
Any member in good standing may make nominations from the floor at the annual meeting.
Except as otherwise provided in the Articles of Incorporation or by applicable law, a director may be removed from office with or without cause by a vote of the Board of Directors, provided a quorum exists and the number of votes cast in favor of such removal exceeds the number of votes cast against such removal. A director may not be removed by the members at a meeting unless the notice of the meeting states that a purpose of the meeting is removal of such director.
A simple majority vote of the directors’ present, providing a quorum is present, will determine the removal of said director.
The Board of Directors will determine the time and place, within the State of South Carolina, for the holding of regular meetings. The Board of Directors shall meet at least twice per year for the transaction of such business as may properly come before the Board.
Meetings of the Board of Directors may be called by or at the request of the President or any two directors. Such meetings must be held within the State of South Carolina.
Unless the Articles of Incorporation, these Bylaws, or a member agreement provide otherwise, there is no compensation for officers of the Corporation.
Any person, business, or organization supporting the goals and purposes of the Corporation may become a member. Members are selected by simultaneous application and payment of fees.
Each membership shall terminate at any time upon the resignation of the member or at the next calendar year for which membership fee is not paid.
Each certificate or card shall be identified and must state on its face:
(a) the name of the Corporation and that it is organized under the laws of South Carolina;
(b) the calendar year for which the membership is valid
(c) the name of the person to whom the certificate is issued; and
(d) the number and class of votes the certificate represents
The annual meeting of the members shall be held early each year (prior to April 15) at such date and time as shall be designated by the Board of Directors of the Corporation, for the purpose of electing the President, and directors of the Corporation, and for the transaction of such other business as may be properly brought before the meeting.
Written or printed notice stating the date, time and place of a meeting shall be given not less than 10 days nor more than one year before the date thereof, either personally or by mail, at the direction of the person or persons calling the meeting, to each member entitled to vote at such meeting and each other member entitled to notice pursuant to the Articles of Incorporation or applicable law. In the case of a special meeting, the notice of meeting shall specifically state the purpose or purposes for which the meeting is called. In the case of an annual meeting, the notice of meeting need not specifically state the purpose or purposes thereof or the business to be transacted thereat unless such statement is expressly required by the provisions of these Bylaws or by applicable law.
A member’s attendance at a meeting constitutes a waiver by such member of (a) objection to lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting and (b) objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the notice of the meeting, unless the member objects to considering the matter when it is presented.
For the purpose of determining members entitled to notice of or to vote at any meeting of members or any adjournment thereof, or in order to make a determination of members for any other proper purpose, the Board of Directors may fix in advance a date as the record date for any such determination of members, such record date in any case to be not more than 70 days immediately preceding the date of the meeting or the date on which the particular action requiring such determination of members is to be taken.
If no record date is fixed for the determination of members entitled to notice of or to vote at a meeting of members, the close of business on the day before the date on which notice of the meeting is first mailed to members shall be the record date for such determination of members.
Not later than the date notice of a meeting of members is first given, the Secretary or other officer or person having charge of the books of the Corporation shall prepare a list of the members entitled to notice of such meeting, with the address of and number of votes held by each member, which list shall be kept on file at the principal office of the Corporation (or such other place in the city where the meeting is to be held as may be identified in the notice of the meeting) for the period commencing on the day notice of the meeting is first given and continuing through such meeting, and which list shall be available for inspection by any member, or his or her agent or attorney, upon his or her demand, at any time during regular business hours. This list shall also be produced and kept open at the time and place of the meeting and shall be subject to inspection by any shareholder, or his or her agent or attorney, during the whole time of the meeting and any adjournment thereof.
The members who are entitled to vote, present in person, shall constitute a quorum at all meetings of members for purposes of acting on any matter for which action by the members is required.
Once a member is represented for any purpose at a meeting, they are deemed present for quorum purposes for the remainder of the meeting and for any adjournment thereof unless a new record date is or must be set forth at adjourned meeting.
Except as otherwise provided in the Articles of Incorporation, each outstanding member having the right to vote on a matter or matters submitted to a vote at a meeting of members shall be entitled to vote on each such matter. A member must vote in person. Youth members under the age of 18 may not vote.
Action on a matter by the members entitled to vote on the matter is approved by such members if the votes cast favoring the action exceed the votes cast opposing the action, unless a greater number of affirmative votes is required by law or the Articles of Incorporation.
Voting on all matters including the election of directors shall be by voice vote or by a show of hands unless, as to any matter, the members entitled to at least 25% of the votes represented at the meeting and entitled to vote on that matter shall demand, prior to the voting on such matter, a paper ballot vote on such matter.
The Corporation shall keep all records and submit and file all reports and filings as are required by applicable law. Unless the Board of Directors otherwise directs, the Treasurer shall be responsible for keeping, or causing to be kept, all financial and accounting records of the Corporation and for submitting or filing, or causing to be submitted or filed, all reports and filings of a financial or accounting nature, and the Secretary shall be responsible for keeping, or causing to be kept, all other records and for submitting or filing, or causing to be submitted or filed, all other reports and filings.
The Corporation shall keep as permanent records minutes of all meetings of its members and Board of Directors, a record of all actions taken by the Board of Directors without a meeting, and a record of all actions taken by Committees of the Board of Directors. The Corporation shall maintain appropriate accounting records. The Corporation or its agent shall maintain a record of its members in a form that permits preparation of a list of the names and addresses of all members. The Corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
The Corporation shall furnish to its members annual financial statements, which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, or an income statement for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statements shall also be prepared on that basis.
If the annual financial statements are reported upon by a public accountant, such accountant’s report shall accompany them. If not, the statements shall be accompanied by a statement of the President or the Treasurer or other person responsible for the Corporation’s accounting records (a) stating his or her reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation and (b) describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.
Except as otherwise provided in the Articles of Incorporation or these Bylaws, any notice permitted or required to be given pursuant to these Bylaws may be given in any manner permitted by applicable law and with the effect therein provided. Without limiting the generality of the forgoing, written notice by the Corporation to a member is effective when deposited in the United States mail with postage thereon prepaid and correctly addressed to the member’s address shown in the Corporation’s current record of members.
The fiscal year of the Corporation shall be a standard calendar year (January – December).
Any person who at any time serves or has served as a director of the Corporation shall have a right to be indemnified by the Corporation to the fullest extent permitted by law against
(a) expenses, including reasonable attorneys’ fees, actually and necessarily incurred by him or her in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, whether formal or informal, and whether or not brought by or on behalf of the Corporation, arising out of his or her status as such director, or his or her status as an officer, employee or agent of the Corporation, or his or her service, at the request of the Corporation, as a director, officer, partner, trustee, employee or agent of any other corporation, partnership, joint venture, trust or other enterprise or as a trustee or administrator under an employee benefit plan, or his or her activities in any of the foregoing capacities, and
(b) any liability incurred by him or her, including without limitation, satisfaction of any judgment, money decree, fine (including any excise tax assessed with respect to an employee benefit plan), penalty or settlement, for which he or she may have become liable in connection with any such action, suit or proceeding.
The Board of Directors of the Corporation shall take all such action as maybe necessary and appropriate to authorize the Corporation to pay the indemnification required by this Bylaw, including without limitation, to the extent necessary,
(a) making a good faith evaluation of the manner in which the claimant for indemnity acted and of the reasonable amount of indemnity due him or her and (b) giving notice to and obtaining approval by the shareholders of the Corporation.
Expenses incurred by a director in defending an action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt by the Corporation of
(a) a written affirmation of the director of his good faith belief that he has met the standard of conduct prescribed by law for indemnification of the director by the Corporation,
(b) a written undertaking by or on behalf of the director to pay such amount unless it shall ultimately be determined that he or she is entitled to be indemnified by the Corporation against such expenses, and
(c) a determination is made that the facts then known to those determining whether to indemnify the director would not preclude indemnification.
Any person who at any time after the adoption of this Bylaw serves or has served as a director of the Corporation shall be deemed to be doing or to have done so in reliance upon, and as consideration for, the right of indemnification provided herein, and any modification or repeal of these provisions for indemnification shall be prospective only and shall not affect any rights or obligations existing at the time of such modification or repeal. Such right shall inure to the benefit of the legal representatives of any such person, shall not be exclusive of any other rights to which such person may be entitled apart from the provisions of this Bylaw, and shall not be limited by the provisions for indemnification in Sections 33-8-510 through 33-8-560 of the South Carolina Business Corporation Act of 1988, as amended, or any successor statutory provisions.
All references in these Bylaws to “member” or “members” refer to the person or persons in whose names memberships are registered in the records of the Corporation. These Bylaws shall include persons of any gender. All terms used herein and not specifically defined herein but defined in the South Carolina Business Corporation Act of 1988, as amended, shall have the same meanings herein as given under the South Carolina Business Corporation Act of 1988, as amended, unless the context otherwise requires.