| Section 3. PURPOSE. | ||
| a b |
To foster,
promote and otherwise encourage a healthier economic climate and
a higher level of public acceptance of the thoroughbred horse Industry in the State of New Jersey and better relations among its participants. To give financial assistance and aid for the care, medical attention, hospitalization, funeral and burial of: |
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| 1 2 |
Members and licensed stable employees
of Members while at race tracks and training facilities approved
by the New Jersey Racing Commission. Worthy former Members and former stable employees of Members who, because of age, disability,etc., have become incapable of self support; |
| d e f g h i |
To work for the improvement
of living and working conditions for the employees of Members; to
provide retirement benefits for those who have devoted a significant
portion of their working careers caring for horses at New Jersey
race tracks; to make available support programs for religious, social
or health needs (including chemical dependency). To protect the safety of Members, their stable personnel and their horses; to work with racetrack management to ensure acceptable training and stable area conditions, proper emergency procedures, responsible vanning service and reasonable stabling schedules. To represent the interests and property rights of its Members in any matters with any racing association, jockeys organization or any other industry related organization regarding, but not limited to, purse structure and distribution, off-track betting, simulcasting, television rights, interest generated on Member’s monies, jockey’s fees and any contracts involving horsemen’s interests. To represent the general interest of its Members in any matters with any local, state or federal government and any agency thereof and any racing commission. To inform and educate its Members and other segments of the horse industry and to foster a better understanding of the horse industry by the horse racing community; to arrange for publications, seminars and any other activities or services which will achieve such purpose. To otherwise assist it’s Members in any matters affecting their interests in thoroughbred racing in New Jersey. |
| ARTICLE
II - OFFICES Section 1. PRINCIPAL OFFICE. The principal office of the Association in the State of New Jersey shall be located in Colts Neck or at any other place or places as the Board of Directors may designate. Section 2. ADDITIONAL OFFICES. The Association may have additional offices at such places as the Board of Directors may from time to time determine or the business of the Association may require. ARTICLE III - MEMBERSHIP Section 1. ELIGIBILITY. Any owner or fractional owner or trainer of a thoroughbred racehorse who is required to be and is currently licensed as such by the New Jersey Racing Commission shall be eligible for membership in the Association. Any person who is a member of a partnership, corporation or other association, which is so licensed, shall likewise be eligible for membership. Section 2. MEMBERSHIP Any person or entity eligible for membership in the Association shall become a member at such time as such person, or the entity through which eligibility for membership is established, shall start a thoroughbred horse in a qualifying race (which is a race on which pari-mutuel wagering is authorized), unless the Association is notified in writing that such a person or entity does not desire to be a member. Section 3. MEMBERSHIP AND PRIVILEGES. Membership in the Association shall entitle such persons to all benefits to which members of the Association are entitled, including the right to attend and participate in all regular and special general meetings and the right to one (1) vote in any Association election. Section 4. DUTIES OF MEMBERSHIP |
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| a b c |
It shall be the duty of
every member of the Association to conduct himself at all times
in such manner as to merit the respect of the public and to act
at all times in the best interests of the Association election. Every member of the Association, by accepting the benefits thereof, agrees to abide by the Bylaws of the Association. Members shall not be required to make contributions to the Association other than those specified in the New Jersey Horse Racing Laws, applicable Administrative Regulations and contractual agreements to which the Association is a party. |
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| Section 5. TENURE OF MEMBERSHIP. | ||
| e f g |
Association Tenure. A
member of the Association shall remain as such, so long as such
member, is a licensed owner or trainer of a thoroughbred race horse
and until the close of the calendar year (the “grace year”)
following the last calendar year during which such member started
such a horse in a qualifying race; however, a member’s membership
status shall not be lost during the “grace year” as herein
provided even though the member’s license may lapse. Resignation. A member may resign from the Association by delivering a written resignation to the principal place of business of the Association. Suspension or Expulsion. A member of the Association may be suspended or expelled from membership in the Association by a majority vote of the Board of Directors, following a hearing, for violation of any provision of the Bylaws or for illegal, unethical or unsportsmanlike conduct, or for failure to remain in good standing in accordance with the rules of racing adopted by the State of New Jersey. The member shall be given reasonable notice of such hearing. The member shall have the right to be heard in person or by counsel and to introduce evidence on behalf of such member. While the Association suspends a member, the Association will provide no benefits of membership to such person. Any officer or Director of the Association may be suspended or removed from office in the Association by a majority vote of the Board of Directors, following a hearing, for violation of any provision of the Bylaws, or for any other cause or reason deemed detrimental to the best interests of the Association. |
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| ARTICLE
IV - ELECTIONS AND VOTING Section 1. SUPERVISION OF ELECTIONS. An Election Committee of three (3) members shall be appointed by the President with the advice and consent of the Board of Directors no less than sixty (60) days before the first Nominating Meeting. The three members appointed to the Election Committee shall be neither members of the Board nor candidates for any offices. The Election Committee shall attend the opening and counting of the ballots; no one else shall be entitled to attend the counting of the ballots as a matter of right. Section 2. ELECTIONS. An Election shall be held every three (3) years to elect a President and Directors who shall hold office during their term and until their successors are elected. Elections shall be held every third year at such time as the Board of Directors determines. At least sixty (60) days before the general nominating meeting called for the purpose of receiving nominations for President and Directors, the President, with the advice and consent of the Board, shall appoint a Nominating Committee consisting of no less than three (3) members for the purpose of making nominations, receiving suggestions and nominations from the membership. The Nominating Committee will, as a matter of courtesy, invite incumbents to run for office. The Nominating Committee shall hold one or more meetings of the Nominating Committee, one of which must be before the general nominating meeting. The Nominating Committee shall hold a general nominating meeting to receive nominations from the floor, nominating petitions and to announce its nominations. When more than one general nominating meeting is held, the date of the last general nominating meeting shall be deemed the date of each candidate’s nomination. The Nominating Committee shall neither make nor accept any nominations after adjournment of the last general nominating meeting. And There shall be at least one general nominating meeting at a track considered to be a major track. There must be at least fifty (50) members of the Association present at said meeting to constitute a quorum. Those members present shall sign a list evidencing their presence. Nominations by the Nominating Committee shall not require seconds. A nomination from the floor will be accepted if it receives the endorsement of not less than three (3) Members present at the meeting, including the nominator and two (2) seconds. Section 3. CANDIDATES AND ELECTIONEERING. The Secretary-Treasurer shall notify each candidate of his nomination by certified mail as soon after the nominating meeting as possible. Within fifteen (15) days of the mailing date of each candidate’s notice of his nomination for office said candidate shall complete and mail to the Association Office an Affidavit furnished by the Association Office that: |
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| a b c |
He fulfills the requirements
for eligibility for office as provided in this Article; He has read the requirements of these Bylaws respecting elections and candidates, agrees to be bound by them, and any decision of the Board in regard thereto; He will run for office, serve if elected and remain eligible for any office to which elected. |
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| A candidate
for office may also mail to the Association Office with his affidavit
a biographical and policy statement of not more than three hundred
(300) words within the same time limits required for his affidavit.
The Association shall issue the statement as the candidate’s
official statement. A candidate may run for President and for Director at the same time. A protest to a candidate or an election must be in writing and sent by certified mail to the Association Office No protest of a candidate or an election may be postmarked after the expiration of seven (7) days following an election. Protests against the continued eligibility of elected Officers or Directors to served must be in writing, postmarked and mailed to the Association Office within seven (7) days following the discovery of facts supporting said protest. The burden shall be upon the protestant to prove that his protest is timely. Each protest shall contain a complete and definite statement of the acts, which constitute the alleged violation. The maker must be prepared to substantiate the protest by personal testimony at a hearing or by a sworn testimony, witnesses or other evidence. All expenses of any kind whatsoever incurred by Protestants or those accused of violating any election rules shall be assumed and paid personally by said persons. No expenses of any kind will be assumed or paid by the Association on behalf of any candidate for office or protestant. An elected candidate shall take office seven (7) calendar days after his election. The lodging of a protest of an election or a candidate shall not affect the status of an elected Office or Director until a hearing has been held in accordance with the Bylaws. Section 4. MANNER OF VOTING. Voting shall be by secret ballot. The Association shall engage an independent qualified accounting firm to assemble, mail, deliver and receive ballots. Not less than thirty (30) and not more than forty-five (45) days prior to an election, the Association shall mail in an envelope bearing the Association’s return address, the following to the last known address of each owner and trainer who is qualified to vote: |
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| d e f g |
A ballot; An unmarked envelope capable of being sealed; The approved biographical and policy statement of each candidate; A return envelope addressed to the Association Office, which shall have a space in the upper left-hand corner for the signature and the typed, or printed name of the member and which shall have the word “Ballot” appearing on its face. Said return envelope shall be postage paid or shall be marked to indicate addressee will pay the postage. |
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| The Association Secretary
or other duly authorized Association representative shall present
in person the same material to any member who requests the same
in person on the ground that he has not received it by mail. The
member shall be required to sign a receipt indicating that he has
received the material. A member shall vote by marking his ballot, enclosing and sealing it in the unmarked envelope, enclosing and sealing that envelope in the return envelope addressed to the Association, making certain that his name is printed or typed in the upper left-hand corner, signing in the upper left-hand corner and personally posting the envelope. No envelope may contain more than one inner envelope and ballot. Failure to enclose a ballot in the unmarked envelope shall not, in and of itself, constitute a ground for voiding said ballot. All ballots, which are received at the Association Office prior to the close of business on the day named for the election, shall have the date and time of receipt noted thereon. Ballots shall be checked against the list of eligible voters in the Association and shall be counted, all ballots, envelopes and tally sheets shall be sealed and retained in the custody of the Association for a period of not less than thirty (30) days or, in the event of a protest, until the final determination of the protest. In the event of duplicate voting, only the latest ballot received shall be counted. No sealed envelope received by the Association shall contain more than one ballot and if more than one ballot is contained therein, the entire contents of the envelope shall be voided. Section 5. OTHER ORGANIZATION – CONFLICT OF INTEREST. A person who is an officer or director of, or employed by a Racing Association, Racing Commission or other organization involving racing which is in any way competitive with the Association, also including any owner of a beneficial interest in any business operated at a race track, may not be put on the ballot as a candidate for President or Director, and participation in such organization shall be deemed a conflict of interest. Section 6. ELECTION OF BOARD OF DIRECTORS. The Association members shall elect the Board of Directors. Five (5) Directors shall be owners-only and five (5) Directors shall be trainers or owner trainers. No person shall be eligible for nomination or to serve as Director unless: |
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| h i j |
He has been a member in
good standing in the Association as defined in Sections 1 and 2
of Article III for at least fifty per cent (50%) of the racing season
in New Jersey during the year immediately preceding the date of
his nomination. He is a member as defined herein, on the date of his nomination, and remains eligible as such, at all times thereafter. He has started a horse or horses a minimum of five (5) times in New Jersey in races on which pari-mutuel wagering takes place in the two (2) years immediately preceding the date of his nomination. |
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| No person
shall be eligible to run or be put on the ballot as an owner-only
unless he has raced in New Jersey as an owner and has started a
horse or horses in at least five (5) times in races on which pari-mutuel
wagering takes place run in New Jersey during each of the two (2)
years immediately preceding the date of his nomination. No person shall be eligible to run or be put on the ballot as a trainer or owner-trainer unless he has raced in New Jersey as a trainer or owner-trainer and has started a horse or horses in at least five (5) times in races on which pari-mutuel wagering takes place run in New Jersey during (2) years immediately preceding the date of his nomination. The “year immediately preceding” shall mean the 365 days immediately preceding the date of his nomination. The term “Racing Season” means the number of days of racing (excluding overlapping days) in New Jersey in a calendar year. Naming that Director candidate that received the next highest vote in the election in the appropriate classification shall fill vacancies on the Board other than President. Section 7. ELECTION OF PRESIDENT. The Association members shall elect the President. No person shall be eligible for nomination or to serve as President unless: |
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| k l m n o p |
He has been a member
in good standing in the Association as defined in Article III for
at least fifty per cent (50%) of the racing season in New Jersey
during each of the three (3) years immediately preceding the date
of his nomination. He has been licensed as an owner or trainer or owner-trainer in New Jersey for at least fifty percent (50%) of the racing seasons in New Jersey during each of the three (3) years immediately preceding the date of his nomination. He has owned or trained horses in New Jersey and has started a horse or horses in at least five (5) times in races on which pari-mutuel wagering takes place during each of the three (3) years immediately preceding the date of his nomination. He is an owner or trainer or owner/trainer, as defined herein, on the date of his nomination. The term “three years” means the 1,095 days immediately preceding the date of nomination as a candidate. Thee term “Racing Season” means the number of days of racing (excluding overlapping days) in New Jersey in a calendar year. |
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| Section
8. ELECTION OF VICE-PRESIDENTS (S). The Board of Directors may, in its discretion, elect one or two Vice Presidents from among its owners, trainers or owner-trainers. The Board shall designate the number of Vice Presidents and the order of precedence. In case of the resignation, disability or death of the President, the Vice President (if there is only one) or the First Vice President (if there are more than one) automatically becomes President for the unexpired term. The Second Vice President then becomes First Vice President. A candidate for Vice President need not fulfill the eligibility requirements for President. ARTICLE V - ASSOCIATION OFFICERS AND DIRECTORS Section 1. BOARD OF DIRECTORS. Composition. The Association shall have a Board of Directors composed of the President and ten (10) members of the Association at least one of whom shall be a Vice President. Members of the Board shall serve three (3) year terms and until there successors have been duly elected and seated. If any Member of the Board has died or is absent at three (3) consecutive regular Board meetings, his position on the Board shall be declared vacant by the Board and a vacancy on the Board, regardless of how it occurs, shall be filled by naming that Board candidate who received the nest highest vote in the last election, owner replacing owner and trainer replacing trainer. If there is no available alternate, the vacancy shall be filled by the majority vote of the Board. Neither the President nor any of the Directors may receive any monetary compensation from the Association, but expenses may be reimbursed as permitted by these Bylaws, Resolutions of the Board of Directors and as authorized by law. Meetings; Quorum. Six (6) members of the Board shall constitute a quorum for the conduct of business, but a lesser number may adjourn a meeting from time to time pending attendance of a quorum. The President shall be entitled to vote as a member of the Board. Proxies shall not be permitted or accepted. The first owner alternate and first trainer alternate shall be invited to attend each meeting of the Board of Directors. If an owner or trainer member of the Board is absent, the first alternate shall sit as a member of the Board, owner alternate replacing owner member of the Board and trainer alternate replacing trainer member of the Board, and be entitled to vote. The Board shall hold at least six (6) Board meetings per year and such additional meetings as the welfare of the Association may require. Meetings shall be held within the State of New Jersey at such places, as the President shall direct; meetings shall be scheduled so as to be convenient for Board members and invited guests. ka Responsibilities. The Board shall supervise all affairs of the Association subject to the Articles of Incorporation and Bylaws of the Association. la Liaison and Membership. The Board of Directors shall, by means of newsletter or other appropriate means, maintain close liaison with the membership of the Association and keep the membership fully informed concerning all Association business, its own deliberations and all other matters of interest to horsemen. Section 2. PRESIDENT. The President shall be the principal executive officer of the Association. He shall preside at meetings of the Membership and of the Board of Directors and shall be ex-officio a member of all committees that may, from time to time, be constituted by the Board of Directors. He shall execute any deed, mortgage, bond, contract or other instrument which the Board of Directors has authorized to be executed, except in cases where the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Association or shall be required by law to be otherwise executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time. The president shall call at least one (1) general membership meeting and six (6) Board meetings per year and such additional meetings as the welfare of the Association may require. He shall, upon written petition of three (3) or more members of the Board of Directors, call a meeting of the Board of Directors; call a meeting of the Board within six (6) days if a race meet is in progress and within twenty-one (21) days if no race meet is in progress. The president shall, upon written petition of fifty (50) or more members of the Association, call a general membership meeting of the Association within twenty-one (21) days. A petition for a general membership meeting must state the primary purpose or issues or purpose of the meeting arose. This shall not prevent the consideration of other issues at the meeting. decisions, recommendations and resolutions passed at general meetings are advisory in nature. The President shall appoint the Secretary and Treasurer or Secretary-Treasurer, if the office is combined, and all other employees of the Association, with the advice and consent of the Board of Directors. Section 3. VICE-PRESIDENT. In the absence of the president, or in the event of a vacancy in such office, the vice-president (or in the event there be more than one vice-president, the vice presidents in the order designated at the time of their election or, in the absence of any designation, then n the order of their election) shall perform the duties of the president and when so acting shall have all the powers of and be subject to all the restrictions upon the president; and shall perform such other duties as from time to time may be assigned to him by the president or by the Board of Directors. The Board of directors may designate one or more vice-presidents as a vice-president for particular areas of responsibility. Section 4. SECRETARY. The secretary shall (a) keep the minutes of the proceedings of the Members, the Board of Directors and committees of the Board in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the Association records and of the seal of the Association; (d) maintain and keep current a register of the post office address of each member; and (e) in general, perform such other duties as from time to time may be assigned to him by the president or by the Board of Directors. One person may hold the office of Secretary-Treasurer. Section 5. TREASURER. The Treasurer shall have the custody of the Association funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Association and shall deposit all moneys and other valuable effects in the name and to the credit of the Association in such depositaries as may be designated by the Board of Directors. He shall disburse the funds of the Association as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the president and Board of Directors, at the regular meetings of the Board or whenever they may require it, an account of all his transactions as treasurer and of the financial condition of the association. If required by the Board of Directors, he shall give the Association a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Association in case of his death, resignation, retirement or removal from office, all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Association. Section 6. EXECUTIVE DIRECTOR. The President, with the advice and consent of the Board of Directors, may employ an Executive Director. He shall not be a member of the Board of Directors. He shall perform all duties incident to the office of Executive Director and such other duties as may be prescribed by the Board of Directors from time to time. Section 7. COMMITTEES. There shall be standing committees as follows: |
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| a b c d e f |
The Board of Directors
shall choose three (3) of its members to serve as a Finance Committee.
The Finance Committee shall approve all bills of the Association
before payment except for good cause and in those cases where prior
approval is impractical. It shall cooperate with and assist the
Secretary-Treasurer so that all bills can be paid on or before their
due date. It shall supervise the financial affairs of the Association,
the issuance of checks, the collection of receipts and the keeping
of proper records relating thereto by the Secretary-Treasurer. It
shall also recommend an independent Certified Public Accountant,
for approval by the Board, who shall perform annual audit and render
an appropriate annual report accordingly, together with attending
to the preparation and filing of required tax returns and official
reports. There shall be an Election Committee as provided hereinabove. The president may appoint an Advisory Committee with the advice and consent of the Board of Directors. The Advisory Committee shall consist of owners, trainers and/or owners-trainers who are not members of the Board. Members of the Advisory Committee shall attend meetings of the Board whenever possible. It shall have no vote at meetings of the Board. The president shall appoint a Backstretch Committee with the advice and consent of the Board of Directors. It shall consist of three (3) members. It shall be responsible for the improvement of backstretch conditions and facilities, which shall include living quarters, sanitation, restaurants or kitchens, and recreational facilities. The president shall appoint a Benevolence Committee with the advice and consent of the Board of Directors. It shall be responsible for the development and promotion of every aspect of the various Benevolence Programs undertaken, funded and administered by the Association. The president shall appoint with the advice and consent of the Board such additional standings or special committees as the needs of the Association may dictate and the Board may create. |
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| Section
8. ANNUAL FINANCIAL REPORT. The president or other executive officer of the Association or other person or organization authorized by the Board of Directors shall prepare or cause to be prepared semi-annually or more often a full and correct financial statement of affairs of the Association, including a balance sheet and a statement of the results of operations for the period covered by the report. Any member shall have the right to examine such report at an office of the Association any time during normal business hours. A summary of such report shall be furnished to each Member annually. ARTICLE VII - CONTRACTS, LOANS, CHECKS AND DEPOSITS Section 1. CONTRACTS. The Board of Directors may authorize the president to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Association and such authority may be general or confined to specific instances. Section 2. CHECKS AND DRAFTS. All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Association shall be signed by the president and secretary or treasurer of the Association and in such manner as shall from time to time be determined by the Board of Directors. Section 3. DEPOSITS. All funds of the Association not otherwise employed in the ordinary course of business shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the Board of Directors may designate. The moneys of the Association shall be deposited in interest bearing accounts or savings certificates at such banks or depositories as may from time to time be designated by the Board of Directors or invested in such bonds, securities or investment as may be authorized by the vote of a majority of the directors attending any meeting of which a quorum of directors is present and shall be subject to check as designated by the Board of Directors. Such income may be deposited, pending disposition, in such checking accounts as the Board of Directors may authorize from time to time. Disposition of the principal amount of such deposits or investments may be authorized only by the affirmative vote of a majority of the directors at a meeting where a quorum is present. No funds of the Association may be distributed except for the purposes, and subject to the restrictions, set forth in the charter. ARTICLE VIII - MEMBERSHIP LEDGER The Association shall maintain at its principal office and such other office as the Board may designate, an original or duplicate membership ledger containing the name and address of each Member, and such ledger shall be kept as up to date as possible. ARTICLE IX - FISCAL YEAR The Board of Directors shall have the power, from time to time, to fix the fiscal year of the Association by a duly adopted resolution. ARTICLE X - SEAL Section 1. SEAL. The Association’s seal shall have inscribed thereon the name of the Association, the year of its organization and the words “Incorporated in New Jersey”. The Board of Directors may authorize one or more duplicate seals and provide for the custody thereof. Section 2. AFFIXING SEAL. Whenever the Association is required to place its seal to a document, it shall be insufficient to meet the requirements of any law, rule or regulation relating to a seal to place the word “(SEAL)” adjacent to the signature of the person authorized to execute the document on behalf of the Association. ARTICLE XI - WAIVER OF NOTICE Whenever any notice is required to be given pursuant to the Articles of Incorporation or Bylaws of the Association pursuant to applicable law, a waiver thereof in writing, signed by the person or persons entitled to such notices, whether before or after the time slated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of any meeting need by set forth in the waiver of notice, unless specifically required by statute. The attendance of any person at any meeting shall constitute a waiver of such notice of such meeting, except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. ARTICLE XII - INDEMNIFICATION Section 1. REQUIRED INDEMNIFICATION OF OFFICERS AND DIRECTORS. The Association shall indemnify any Director or Officer, or former Director or Officer (including former Officers and Directors of the Association when it was an unincorporated division of the National HBPA Association), against expenses actually and reasonably incurred by him in connection with the defense of any action, suit or proceeding, civil or criminal, in which he is made a party by reason of being or having been such Director or Officer, except in relation to matters at to which he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of his duty to the Association. Section 2. DISCRETIONARY INDEMNIFICATION OF EMPLOYEES AND AGENTS. The Association shall also have the right, in the discretion of the Board of Directors, to indemnify any employee or agent, or former employee or agent (including employees and agents of the Association when it was an unincorporated division of the National HBPA Association), against such expenses actually and reasonably incurred by him in connection with the defense of any action, suit or proceeding, civil or criminal, in which he is made a party by reason of being or having been such employee or agent, except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of his duty to the Association. Section 3. EXPENSES FOR WHICH INDEMNIFICTION PROVIDED. Indemnification may be against judgments, penalties, fines reasonable settlements and reasonable expenses (including attorney’s fees) actually incurred by the person entitled to indemnification in connection with the action, suit or proceeding. No indemnification shall be provided, however, for any person with respect to any matter unless he has given written notice thereof to the General Counsel of the Association promptly after he has received notice of the claim giving rise to the action, suit or proceeding. ARTICLE XIII - CONDUCT OF ASSOCIATION’S BUSINESS The Board of Directors shall conduct the business of the Association in full compliance with all applicable New Jersey laws and regulations. ARTICLE XIV - NATIONAL ORGANIZATION The Board of Directors may, by appropriate resolution and subject to ratification by the Association’s members, elect to be affiliated with a national organization of horsemen or to discontinue such affiliation; such action must be ratified as provided for under Article XV. ARTICLE XV - AMENDMENT OF BYLAWS The Board of Directors may, by an affirmative vote of eight (8) of it’s members, alter or repeal Bylaws of the Association or make new Bylaws, subject to ratification as herein provided. All votes to alter or repeal any Bylaws or make new Bylaws shall be in writing. Ballots shall be mailed to each member of the Board and each member shall have twenty-one (21) days from receipt of such ballot to return his ballot to the principal office of the Association. Any alteration, repeal or new Bylaw shall not be deemed effective unless and until such change is ratified by a majority of members of the Association attending a general membership meeting, properly noticed and conducted, where such ratification is evidenced by written ballots received with affirmative votes from the majority of members attending such meeting. |
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