ARTICLE I. GENERAL

Section 1. This Association shall be known as GREAT LAKES CUTTING HORSE ASSOCIATION (GLCHA). GLCHA is a non-profit corporation incorporated under the laws of the State of Michigan.

Section 2. The term for which it will exist is perpetual. If for any reason GLCHA shall cease to exist, all of its assets shall be turned over to its national parent organization, the National Cutting Horse Association.

Section 3. The purpose of GLCHA is to encourage the development of, and public interest in, livestock through the promotion and sponsorship of public cutting horse contests, public exhibition of cutting horses in conjunction with cattle and livestock, the presentation and participation of cutting horse events in other general livestock exhibitions, shows, and expositions.

Section 4. There shall be no capital stock of GLCHA. In lieu of stock certificates, membership cards signed by the secretary of GLCHA shall be issued to all members. Said membership cards shall be nontransferable.

Section 5. The fiscal year of GLCHA shall be January 1 through December 31 of each year unless otherwise determined.

ARTICLE II. MEMBERSHIP

Membership in GLCHA is a privilege, not a right, application for which shall be made on forms and by fees and procedures prescribed from time to time by GLCHA. Membership, or application therefor, may be terminated or rejected by the Board of Directors for cause detrimental to the interest of GLCHA, its programs, policies, objectives, and harmonious relationship of its members, as determined by the Board of Directors.

ARTICLE III. MEMBERS

Section 1. An annual meeting of the members of GLCHA shall be held at a time and place designated by the Board of Directors. Written notice of the annual meeting shall be given to each member stating the date, time, and place of said meeting not less than ten days nor more than fifty days prior to the date of said meeting.

Section 2. Special meetings of the members may be held whenever called in writing by direction of the President or by a majority of the Board of Directors, or by the written direction of not less than twenty percent of the members in good standing. Said notice shall be state the date, time, place, and purpose of said meeting and shall be given not less than ten days or more than fifty days prior to the date of said meeting. Only such business as is set forth in the written notice of said special meeting shall be transacted at said meeting.

Section 3. Those members present shall constitute a quorum at any meeting of the GLCHA and a simple majority vote of such quorum shall decide any question that may come before the meeting.

Section 4. Except as hereinafter provided relative to the voting for Directors and Officers, each member in good standing of GLCHA shall be entitled to one vote at a meeting of the members. Voting by mail ballot for the election of Directors and Officers of the GLCHA shall be permitted. Otherwise, voting must be in person at a meeting of the members of the GLCHA and voting by proxy shall not be allowed.

Section 5. The order of business at any regular meeting of the members shall be as follows:

a. Roll call,

b. Proof of due notice,

c. Reading and disposal of minutes,

d. Report of Officers and Directors,

e. Election matters, if any,

f. Unfinished business,

g. New business,

h. Adjournment.

ARTICLE IV. DIRECTORS

Section 1. The Board of Directors shall have the power and authority to make, amend, repeal, and enforce such rules and regulations, not contrary to law, or this Constitution and Bylaws, as they deem necessary concerning the conduct, management, and activities of GLCHA, the admission, classification, qualification, supervision, and expulsion of members, removal of officers, the rules and regulations setting the procedure of such suspension, expulsion or removal, the fixing and collecting of dues and fees, the expenditure of money, the auditing of books and records, the conducting of shows, contests, and exhibitions and other details relating to the general purposes of GLCHA, subject to the approval, revision, or amendment by the members at any regular or special meeting of the members called in accordance with this Constitution and Bylaws.

Section 2. The Board of Directors shall have ten members, including the President and Vice President of GLCHA.

a. The Director requirements and commitments necessary to serve on the Board of Directors of GLCHA shall include, but not be limited to, the following:

i. be a member of GLCHA,

ii. be at least twenty-one years of age,

iii. agree to attend Director's meetings as set forth herein,

iv. must not have a felony conviction on record.

Section 3. Directors shall serve for staggered two year terms. Each year, one-half of the Board shall be elected, or reelected.

Section 4. In the event there is a vacancy on the Board of Directors, whether caused by death, resignation, disqualification, termination, or any other cause, the President shall have the authority to appoint an individual to fill the unexpired term of any such Director.

Section 5. During his or her term of service, any Director who misses three consecutive regular meetings of the Board of Directors can be immediately terminated as Director. The President may grant a Director one excused absence for illness or other emergency.

Section 6. Each President of GLCHA shall become an automatic Director for one year after his or her term as President expires.

Section 7. An Honorary Director can be appointed by the Board of Directors at any time. This shall be a full voting Director's position. The term of this position is perpetual until said Director resigns or the Board of Directors revokes the appointment. In addition, NCHA National Directors shall be automatically appointed as GLCHA Honorary Directors for the duration of their NCHA term.

Section 8. The Board of Directors, from time to time, may create and empower committees, general or special.

ARTICLE V. OFFICERS AND DUTIES

Section 1. The officers of GLCHA shall be the President and Vice President and they are to be selected by election from the Board of Directors. A nominating committee shall be appointed from the Board of Directors at a time no later than the first meeting of the Board following the start of each fiscal year.

Section 2. The President shall be the chief executive officer of the Association and shall preside at all meetings of GLCHA and the Board of Directors. He/She shall conduct the business of GLCHA in accordance with the Constitution and Bylaws and other rules and regulations of GLCHA.

Section 3. The Vice President shall perform the duties of the President when the President is absent from any meeting of the members of GLCHA and the Board of Directors.

Section 4. A Secretary shall be appointed by the President and shall keep the minutes of all meetings. The Secretary shall not also hold the Treasurer position. The Secretary shall also issue all notices of meetings of the Board of Directors and members of GLCHA; keep the membership roll; issue membership cards or certificates; conduct, supervise, count, and record the balloting of all elections; and perform such other and further duties as designated from time to time by the President.

Section 5. A Treasurer shall be appointed by the President to serve the direction of and at the discretion of the President. The Treasurer shall not also hold the Secretary position. The Treasurer shall collect all moneys due the GLCHA in the course of its regular operations and for its special events and keep and safeguard the records and funds of GLCHA. The Treasurer shall make a report of all receipts and disbursements of funds since their last meeting at each regular meeting of the Board of Directors and at the annual meeting of the membership. In addition, a copy of an audited financial statement will be furnished to the Board of Directors, if they have instructed so, as received by the Treasurer. A surety bond shall be provided for the Treasurer.

Section 6. The President shall have the authority from time to time to create additional appointive offices and may delegate and assign to any such office the duties and responsibilities he or she deems in the best interest of the GLCHA and necessary for its efficient operation.

ARTICLE VI. NOTICES

The GLCHA Newsletter is the official publication of the GLCHA. Notwithstanding anything herein to the contrary, all notices, Director Consent Forms, ballots or other material to be provided to the members or Directors of the GLCHA pursuant to this Constitution and Bylaws may be provided by publication in the GLCHA Newsletter or by mailing same to the person entitled thereto. If mailed directly or published in the GLCHA Newsletter, said material shall be deemed delivered when the mailing or the issue of the GLCHA Newsletter containing same shall be deposited in the United States mail, addressed to said member, member's household, or Director at the address appearing in the records of the GLCHA.

ARTICLE VII. AMENDMENTS

The Board of Directors of the GLCHA, with the approval by popular vote of the membership, shall have the power to repeal, revise, modify, or amend the Constitution and Bylaws of the GLCHA by vote, or at any regular or special meeting of the membership provided thirty days written notice has been given specifying such items of business to come before the meeting and that the meeting was called in accordance with this Constitution and Bylaws.