CONSTITUTION AND BY-LAWS
Of The NEW MEXICO PALOMINO EXHIBITORS ASSOCIATION
January 2004

Article I. Name, Purpose, Location, Incorporation

Section 1:  Name:

This Affiliate Palomino Association hereinafter referred to, as APA shall be called the New Mexico Palomino Exhibitors Association. The official four or five letter abbreviation shall be NMPEA.

Section 2: NMPEA is a non-profit corporation chartered under the laws of the state of New Mexico.

Section 3: Purpose

NMPEA is organized for the purpose of exhibiting, promoting, stimulating interest and providing means for improving the Palomino Horse and further the interest of its members through cooperation and collaboration with the Palomino Horse Breeders of America, Inc. (PHBA). NMPEA shall also encourage publicity and sale of the Palomino Horse Breed.

Section 4: Capital Stock

There shall be no capital stock, and in lieu thereof, written evidence of membership shall be given to each member upon payment of current dues. Membership cards shall be issued to all NMPEA members and shall be signed by the Secretary of NMPEA.

Section 5: Location

NMPEA shall encompass the area or state of New Mexico. The principle place of business of the NMPEA shall be a home office located in the State of New Mexico, selected by the duly elected Secretary of the NMPEA.

Section 6: Fiscal Year

The fiscal year shall be December 1st to November 30th.

Article II. Membership

Section 1: Membership

The membership shall consist of persons, firms, partnerships, ranches, and organizations that are interested in the purpose and objectives of NMPEA and PHBA. Concurrent membership in PHBA and NMPEA is required.

A. The owner(s) and exhibitor(s) of a horse must be a current member(s) of PHBA and NMPEA, or NMPEA-A, or NMPEA-Y when points are earned in order for NMPEA to tabulate the horse's show points in the Open Division, and to be eligible for any Open, Amateur or Youth Year-End Awards.

Section 2: Membership Types

Regular memberships and multiple memberships within a family shall include membership in both the NMPEA and PHBA. The membership fee and dues of NMPEA shall not exceed those of PHBA. Membership fees are due and payable on or before January 1 of each year and paid directly to PHBA, 15253 East Skelly Drive, Tulsa, OK 74116-2637, and (918) 438-1234. Lifetime memberships are available in PHBA for a one time fee, plus the annual NMPEA fee, and the subscription fee for the Palomino Horse Magazine.

Section 3:

Membership is required within NMPEA and PHBA to hold an elected office.

Section 4: Associate Memberships

Associate memberships will be available to out-of state residents for certain benefits, such as year-end awards and futurity programs.

Section 5: Honorary Memberships

Honorary memberships may be awarded to persons who have made a contribution to NMPEA. These memberships must be approved by the NMPEA Board of Directors or General Membership.

Section 6: NMPEA Youth Membership

Boys and girls eighteen (18) years of age and younger (age determined as of December 31st following their actual birthday) may become members of NMPEA-Y.

A. NMPEA-Y is chartered under the umbrella of the New Mexico Palomino Exhibitors Association (NMPEA).
B. An annual membership fee is due on January 1st of each calendar year.
C. The youth must be a current member of PHBA-Y and NMPEA-Y in order for NMPEA to tabulate their show points in the Open and/or Youth divisions and to be eligible for any Open and/or Youth Year-End Awards and/or Titles.

Section 7: Amateur Membership

Persons nineteen (19) years of age or older who meet the eligibility requirements of PHBA Judging and Show Rules, may become members of PHBA-A and NMPE-A.

A. NMPEA-A is chartered under the umbrella of the New Mexico Palomino Exhibitors Association (NMPEA).
B. An annual membership fee is due on January 1st of each calendar year.
C. An Amateur must be a current member of PHBA-A and NMPE-A in order for NMPEA to tabulate their show points in the Open and/or Amateur Division and for any Amateur Open and/or Amateur Year-End Awards and/or Titles.

Section 8: Transfer of Membership

Membership cards shall be non-transferable and non-refundable.

Section 9: Ultimate Authority

All participants in any NMPEA activities are subject to the NMPEA By-Laws.

Section 10: Dues

All state and national dues shall be for the calendar year of PHBA.

Section 11: Disciplinary Procedure

Disciplinary Procedure for NMPEA Members shall be carried out in compliance with the By-Laws of the Palomino Horse Breeders of America (PHBA) and are incorporated into this document by reference and shall be the procedure used by the NMPEA for disciplining NMPEA members.

Section 12: Non-payment of Monetary Obligations

Any member may be suspended and denied the privileges of NMPEA, and any non-member may be denied the privileges of NMPEA for failure to pay when due any obligation owed to NMPEA, or for giving a worthless check for entry fees, stall fees, office charges, stock charges, or any other fees or charges connected with the exhibition of horses in an approved or sanctioned NMPEA event. Any suspension and denial of privileges under this section shall terminate upon full payment of the obligation due to NMPEA.

Article III. NMPEA Officers, PHBA Directors, Elections

Section 1: NMPEA Officers:

The NMPEA Executive Committee shall be the following officers: President, First Vice-President, Second Vice-President, Secretary and/or Treasurer, who shall be elected by the members of the NMPEA and shall serve for a period of one year and until their successors are elected. Nominations of all NMPEA Officers shall be made by a Nominating Committee appointed by the NMPEA Executive Committee and approved by the NMPEA Board of Directors. However, nominations for any Office may be made by any member in good standing from the floor at the annual general membership meeting if the member (nominee) is in good standing (PHBA and NMPEA).

Section 2: Duties and Power of the NMPEA Officers:

A. President The President shall be the chief executive officer of the NMPEA and shall have general direction and charge of the conduct and operation of the NMPEA in accordance with the By-Laws and Roberts' Rules of Order, subject to the authority of the Board of Directors. The President shall have the authority to execute all documents of every nature on the NMPEA'S behalf, and shall see that all directives and resolutions of the board of directors are carried into effect. She/He shall preside as chairman at all meetings of the members and of the Board of Directors.

B. First Vice-President The First Vice-President shall perform the duties of the President in case of absence or incapacity of the President. It shall be the duty of this officer to oversee all show activities. He/She will recruit or appoint a show manager for each NMPEA Approved Show and be responsible for all NMPEA show equipment.

C. Second Vice-President In the absence or inability to act of the President or the First Vice-President, the Second Vice-President shall perform the duties of the President. He/She shall perform such duties as may be assigned by the President or Board of Directors. It will be the duty of this officer to be the Chairperson of the NMPEA-Y Youth Advisory Committee and he/she should make every effort to attend all NMPEA-Y meetings. He/She will report to the NMPEA Board of Directors all information concerning NMPEA-Y and lend all support to their activities.

D. Secretary The Secretary shall be directly responsible to the President for the operation and management of the business of office. The Secretary shall keep a record of the minutes of the NMPEA meetings, state and federal government documents, or any other reports that may be required, and conduct the correspondence of the NMPEA. The Secretary shall give notice of all regular and special meetings to the members of the NMPEA, Board of Directors, or Executive Board. The Secretary shall keep a record of all the members and their addresses. In the absence of the President, the First Vice-President and the Second Vice-President, the Secretary shall perform the duties of the President. The Secretary and/or Treasurer may collect the initial membership fee for all out of state applications for NMPEA Memberships, such fee being the amount of current rate set forth by PHBA. If the PHBA Membership fees are paid to the Secretary and/or Treasurer, they shall be remitted to PHBA no later than 10 days of receipt. The Secretary will send to PHBA all approved PHBA Show Results accordance to PHBA timetable. The Secretary and/or Treasurer will not be held responsible for record keeping or transactions of NMPEA-A or NMPEA-Y.

E. Treasurer The Treasurer shall collect, hold and disburse, under the direction of the NMPEA Board of Directors, all monies of the NMPEA, keep books or accounts, submit a statement of accounts at regular meetings, exhibit all account of receipts and disbursements during the past fiscal year and file all required local, state, and federal tax reports. The Secretary and/or Treasurer may collect the initial membership fee for all out of state Applications for NMPEA Memberships, such fee being the amount of current rate set forth by PHBA. If the PHBA Membership fees are paid to the Secretary and/or Treasurer, they shall be remitted to PHBA no later than 10 days of receipt. The Secretary and/or Treasurer will not be held responsible for record keeping or transactions of NMPEA-A or NMPEA-Y. All checks issued by NMPEA shall have two (2) signatures, the NMPEA President or NMPEA First Vice President and the NMPEA Treasurer. The Treasurer shall prepare an annual budget, and have the records audited annually by a third-party disinterested person.

F. Secretary/Treasurer The Secretary/Treasurer office may be combined into one office if desired by the NMPEA membership.

Section 3: PHBA National and PHBA Alternate National Directors

At the annual NMPEA general membership meeting, there shall be PHBA National Directors and an equal number of PHBA Alternate National Directors elected to represent NMPEA at PHBA meetings. Each National Director and Alternate National Director shall be a member of PHBA and NMPEA. Nominations of all PHBA National Directors and an equal number of PHBA Alternate National Directors elected to represent NMPEA at PHBA meetings shall be made by a Nominating Committee appointed by the NMPEA Executive Committee and approved by the NMPEA Board of Directors. These Directors shall serve for a period of one (1) year and until their successors are elected and qualified. However, nominations for PHBA National and Alternate Directors may be made by any member in good standing from the floor at the annual general membership meeting if the member (nominee) is in good standing (PHBA and NMPEA).

Section 4:Terms:

The term of office shall begin January 1st of each year and end December 31st or until their successors are elected.

Section 5: Vacancies:

A vacancy in the NMPEA Executive Committee or the NMPEA Board of Directors shall be filled within 30 days by appointment of the Executive Committee with the approval of the NMPEA Board of Directors. A member shall hold office for the un-expired term of his predecessor or until his successor is elected, except for the office of President where the First Vice-President shall be acting President for the balance of the President's term.

Section 6: Fidelity Bond:

All officers or members of the NMPEA, who may be handling any of the funds of the NMPEA, shall be bonded at the expense of the NMPEA for the faithful discharge of his/her duties.

Article IV. NMPEA Board of Directors

Section 1: Power of the Board of Directors

The business and property of the club shall be managed and controlled by the board of directors and the Executive Board hereinafter created and empowered. Members of the Board of Directors and the Executive Board may succeed themselves in office but each person must be elected and re-elected individually.

Section 2: Number of NMPEA Directors.

The Board of Directors shall consist of at least five (5) members who are regular members of the NMPEA and PHBA, and the Immediate Past President, as an At-Large Director, serving for one (1) year, or until their successors have been duly elected and qualified. Nominations of all NMPEA Directors shall be made by a Nominating Committee appointed by the NMPEA Executive Committee and approved by the NMPEA Board of Directors. However, nominations for any Director may be made by any member in good standing from the floor at the annual general membership meeting if the member (nominee) is in good standing (PHBA and NMPEA). All NMPEA Directors will be elected by the General Membership at the annual general membership meeting.

Section 3: Officers of the NMPEA The President, in the absence of the President; then the First Vice-President shall serve as Chairman of the Board, voting only to break a tie. In the absence of the President and First Vice President, the Second Vice-President shall serve as Chairman, voting to only break a tie. The Secretary of the NMPEA shall serve as Secretary of the Board. If the Secretary is unavailable for the meeting, the Chairman shall appoint an acting Secretary for that meeting. In the absence of the President, the First Vice-President and the Second Vice-President, the Secretary shall serve as Chairman, voting only to break a tie.

Section 4: Term of Office

The Board of Directors shall serve for one (1) year beginning December 1st, following their election or until their successors are elected. If a Director misses two (2) unexcused consecutive meetings, he/she will be replaced as a Director by the elected Officers of NMPEA. Failure to notify the President or Secretary of non attendance at a called meeting will constitute an unexcused absence.

Section 5: Board of Directors Meetings

The first and subsequent meetings of the NMPEA Board of Directors shall be held upon the call of the President. The first Board of Directors meeting shall be held within the first thirty (30) days of the fiscal year. All regular Board Meetings shall have at least a seven (7) day notice before the date of such meeting.

Section 6: Special Meetings

Special Meetings of the NMPEA Board of Directors may be called by the President or by Two-Thirds (2/3) of the Board of Directors in good standing without notice.

Section 7: Quorum

One-third (1/3) of the NMPEA Board of Directors constitutes a quorum at any meeting and a majority of such quorum shall decide upon any question that may come before the meeting.

Section 8:

The Board of Directors shall make no financial commitments extending beyond their term of office or leave a deficit to be assumed by successors, except in contractual obligations deemed fiscally in the best interest of the NMPEA, i.e. show grounds, judges, etc.

Article V. NMPEA Executive Committee

Section 1:

NMPEA Executive Committee shall consist of the President, acting as Chairperson, the Immediate Past President, the First Vice President, the Second Vice-President, Secretary and Treasurer of the Association. This committee shall serve as the hearing committee for all disciplinary actions and shall also serve as a planning committee to allow for a smoother flow of business and goals between incoming and outgoing Presidents. Recommendations from the Executive Committee shall be brought before the Board of Directors for final review and approval.

Article VI. Committees

Section 1: The Standing Committees

The President shall submit to the Board of Directors, for confirmation of appointments, the following committees: (suggested committees but not limited to)
A. Show
B. Web Site
C. Youth
D. Awards
E. Sponsorship
F. Banquet
G. By-Laws

Section 2:

Members of all standing committees shall be members of NMPEA. The duties of all committees shall be such as may be delegated by the President and subject to the authority and approval of the Board of Directors.

Article VII. General Membership Meetings

Section 1: Annual Meeting

The Annual Meeting of the NMPEA shall be held wherever designated by the President, in accord with the members, and called by the President upon thirty (30) days written notice to each member at such time as is deemed best and approved by the NMPEA Board of Directors. This meeting will be for the purpose of electing all NMPEA Officers and NMPEA Directors. NMPEA National Directors and NMPEA Alternate National Directors shall also be elected at this meeting. The names of all elected persons will be sent to PHBA within fifteen (15) business days.

Section 2: General Membership Meetings

NMPEA General Membership Meetings shall be called by the President with the approval of the NMPEA Board of Directors with a twenty-one (21) day written notice sent to the last known address of each member in good standing.

Section 3: Quorum

Ten members present at any properly called meeting shall be deemed a quorum for that meeting. All General Membership Meetings may be adjourned from day to day until a quorum is present.

Section 4: Voting Privileges

For all voting purposes, only one vote is allotted to each membership and two votes for a joint membership. For the annual meeting, each member whose dues were paid on or before ninety- days (90) of the meeting or sixty-days (60) prior to a special meeting may vote. Mail-in votes (ballots) will be allowed strictly for General Membership Meetings, including the Annual Meeting. Ballots will be sent to the last known address of NMPEA members in good standing.

Article VIII. Amendments Section 1:

Final and ultimate authority rests with the members of the NMPEA. Amendments may be made to these By-Laws upon approval of a majority vote by the members of NMPEA present, and by any mail-in ballots received by the required date and the approval of the PHBA Board of Directors, providing such amendment (s) have been furnished in writing to the members a minimum of fifteen-days (15) prior to such meeting.

Article IX. Rules

Section 1:

The Board of Directors and/or the Executive Committee is responsible for issuing rules for the NMPEA, which are consistent with these By-Laws. The rules, if any, shall be published and made available to each member of the NMPEA.

Article X.

Section 1:

Robert's Rules of Order-Newly-Revised shall prevail wherever not otherwise provided herein.

Article XI. Disciplinary Procedure

Section 1:

The provisions for disciplinary procedure for PHBA General Rules shall be utilized for disciplining members of NMPEA. Specifically Violations; Disciplinary Procedure; Suspension; General Notice Procedure; Attorney Fees; Litigation Agreement; where applicable the NMPEA name will be in exchange for PHBA.

Section 2:

Any person who shall accept the privileges extended by the NMPEA, including participation in any activities shall be deemed to have given his/her consent of the provisions relating to disciplinary procedures and all other provisions of these By-Laws.

Section 3:

The NMPEA automatically suspends any person suspended by the PHBA.

Article XII. Indemnification

Each director, officer, and committee person of NMPEA shall be indemnified by the NMPEA against all costs, expenses, and liabilities reasonably incurred by him/her in connection with, or resulting from, any action, suit, or proceeding to which he/she may be make a party by reason of his/her being or having been a director, officer, or committee person of NMPEA, except in relation to matters which shall have been occasioned by the willful misconduct or dishonesty of such an officer, director or committee person. The foregoing indemnification shall cover amounts paid in settlement of any such action, suit, proceeding when such settlement appears to be of the interest in NMPEA. The foregoing shall be in addition to any other rights to which such directors, officers, or committee person may be entitled as a matter of law.

Article XIII. Sever Ability

If any section of any part of these By-Laws or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect the other sections, parts, or applications of these By-Laws which can be given effect without the invalid section of any part, and to this the provisions of these By-Laws are sever able.

Article XIV. Dissolution

Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provisions for the payment of all the liabilities of the corporation, dispose of all the assets of the corporation exclusively to such organization(s) organized and operated exclusively for agricultural purposes as shall at the time qualify as exempt organization (s) under Section 501.c (5) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future US Internal Revenue Law), as the Board of directors shall determine. The Palomino Horse Breeders of America, Inc. Scholarship Fund, Tulsa, OK is to be given the right of first refusal.

Revised January 2004