Article II Directors

Section 1. Directors – Shall be elected by written vote of the membership. There shall be a total of 15 directors.

Section 2. Term of Office – The 15 directors shall serve for a period of two(2) years, with terms of office of seven(7) expiring one year and eight(8) the next year in an alternate manner. A director may succeed him/herself.

Section 3. Elections – The election of directors shall be held by mail ballot during the last quarter of the year in a manner prescribed by these Bylaws as follows:

1. Nominations by Voting Members – The election of directors shall be held by mail ballot during the last quarter of the year in a manner prescribed by these Bylaws. Persons to be considered for nominees for directors shall be sponsored by a voting member in good standing of this association. Each proposed candidate for nomination must be eligible for nomination must be a member in good standing for 2 years, and the proposal for his proposed candidacy shall be made in writing to the chairman of the Nominating Committee and must include the complete name, address, phone number and/or email and AMA number of the candidate and state the name of the sponsor making the proposal. Potential candidates will be reviewed by the Nominating Committee who will give consideration to: the candidates’ geographical location; his key interest or interests in the mule industry (breeding, halter, performance, or racing); his relationship to the mule industry, vocational or avocational or both; if avocational or both vocational and avocational consideration will be given to his vocation or other vocation in order to ensure the association of having a well-balanced board of directors.
2. Nominations by Petition – Any voting member may nominate candidates for the board of directors to be elected by members at any time before, the fiftieth(50th) day preceding such election. On tally receipt of a petition signed by one percent(1%) of the voting members, the secretary shall cause the names of the candidates named on it to be placed on the ballot.
3. Nominations from the Floor – If there is a meeting of members to elect the respective directors, any member present may place names in nomination for election by the voting members.
4. Preparation of Ballot – Following the close of all nominations, the Nominating Committee will issue, or cause to be issued, a mail ballot to each voting member of this association. Each ballot shall be identical to another and shall contain the names of all nominees for the board of directors, and such nominees shall be Identified as being nominated by the Nominating Committee or by petition. There shall also be adequate space for write-in votes.
5. Election Material – On written request by any nominee for election to the board and accompanying payment of the reasonable costs of mailing (including postage), the corporation shall, within ten(10) business days after the request (provided payment has been made), mail to all voting members or to such portion of them as the nominee may reasonably specify, any material that the nominee may furnish and is reasonably related to the election, unless the corporation within five(5) business days after the request allows the nominee, at the corporation’s option, the right to do either of the following:
   1. Inspect and copy the record of all the members’ names, addresses, and voting rights at a reasonable time, five(5) business days prior to written demand on the corporation, which demand shall state the purpose for which the inspection rights are requested; or
   2. Obtain from the secretary of the corporation, on written demand and tender of a reasonable charge, a list of names, addresses, and voting rights of those members entitled to vote for the election of directors, as of the most recent record date for which it has been compiled or as of a date specified by the members subsequent to the date of demand. The membership list shall be made available on or before the later often (10) business days after the demand is received or after the date specified in it as the date on which the list is to be compiled.
6. Refusal to Publish or Mail Material – The corporation may not decline to publish, or mail material that is otherwise required hereby to publish or mail on behalf of any nominee, on the basis of the content of the material, except that the corporation or any of its agents, officers, directors, or employees may seek and comply with an order of the Superior Court allowing them to delete material that the court finds will expose the moving party to liability.
7. Use of Corporate Funds to Support Nominee – No corporate funds may be expended to support a nominee for director after there are more people nominated for director than can be elected.
8. Election – Ballots shall be tallied by a committee of three(3) persons who shall be pointed by the president and who shall not be directors of the corporation. Candidates receiving the highest number of votes shall be elected as directors. In the event of a tie vote, or if no candidate receives a majority, the two candidates with the highest number of votes will be placed in a run-off election to be conducted in the same manner as the election which resulted in the tie or lack of majority vote.

Section 4. Vacancies – Any vacancy on the board of directors caused by death, disability, resignation, or any due cause shall be filled by appointment by a majority of the remaining directors, though less than a quorum. Any member appointed shall serve for the remainder of the unexpired term of his predecessor in office and until the election and qualification of his successor.

The Board of Directors may declare vacant the office of a director if he is declared of unsound mind by an order of court, or finally convicted of felony, or if within thirty(30) days after notice of his election, he does not accept the office either in writing or by attending a meeting of the Board of Directors.

Section 5. Quorum – Seven(7) of the authorized directors shall be necessary to constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the directors present at a meeting duly held in which a quorum is present shall be regarded as an act of the Board of Directors.

Section 6. Place of Meeting – Meetings of the Board of Directors shall be held at any place within or without the state which has been designated from time to time by resolution of the Board of Directors or by written consent of all members of the board. In the absence of such designation, a meeting shall be held at the principal office of the corporation.

Section 7. Regular Meetings – There shall be two regular meetings of the Board of Directors of the corporation. One shall be held preceding each annual meeting of members in first quarter of each year. The other regular board meeting shall be held no later than six months after the first board meeting of the year. Both meetings shall be held for the purpose of transaction of general business of the corporation, and election and installation of officers shall be conducted at the regular meeting held in January or February of each year. Notice of such meetings is hereby dispensed with.

Section 8. Special Meetings – Special meetings of the Board of Directors for any purpose or purposes shall be called at any time by the president or, if he is absent or unable or refuses to act, by any vice-president, or by any two directors.

Written notice of the time and place of special meetings shall be delivered personally to each director or sent to each director by mail or by other form of written communication, charges prepaid, addressed to him at his address as is shown upon the records of the corporation or, if it is not so shown on such records or is not readily ascertainable at the place in which the meetings of the directors are regularly held. In case such notice is mailed or telegraphed, it shall be deposited in United States mail or delivered to the telegraph company in the place in which the principal office of the corporation is located at least four(4) days prior to the time of the holding of the meeting. In case such notice is delivered as above provided, it shall be so delivered at least two(2) days prior to the time of the holding of the meeting. Such mailing, telegraphing, or delivery as above provided shall be due, legal, and personal notice to such director.

Section 9. Notice of Adjournment – A majority of the directors present, whether or not a quorum is present, may adjourn any directors’ meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place be fixed at the meeting adjourned, except as provided in the next sentence. If the meeting is adjourned for more than seventy-two(72) hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of the adjournment

Section 10. Waiver of Notice – The transactions at any meeting of the Board of Directors, however, called and noticed or wherever held, shall be valid as though a meeting had been duly held after regular call and notice, if a quorum be present and if either before or after the meeting, each of the directors not present signs a written waiver of notice or consent to holding such meeting or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 11. Action by Written Consent in Lieu of Board Meeting. – Any action required or permitted to be taken by the Board of Directors under the Articles of Incorporation and Bylaws of the corporation and under the California Corporation Code may be taken without a meeting of the Board of Directors of the corporation if all members of the board shall individually or collectively, consent in writing to such action. Such written consent shall be filed with the minutes of the proceedings of the board. Such action by written consent shall have the same force and effect as a unanimous vote of such directors. Any certificate or other document filed under any provision of the California Corporations Code which related to action so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting and that the Bylaws of this corporation authorize directors so to act.

Section 12. Meeting by Telephone – Any meeting of the Board of Directors may be held by telephone conference call in which all or certain of the directors are not physically present at the place of the meeting, but participate in the conduct thereof by telephone, and for the purpose of determining the presence of a quorum and for all voting purposes, such directors shall be considered present and acting.

Section 13. Fees and Compensation – Directors shall receive no compensation for their services but may receive such reimbursement for expenses as may be fixed by resolution of the board.

Section 14. Powers of the Board

1. The Board of Directors shall have the power to act on behalf of the association and to appoint such committees and to adopt such rules and regulations as are not inconsistent with these Bylaws, the Articles of Incorporation, the law of California, or the law of any other jurisdiction to which this corporation is subject, including, without limitation of the foregoing, the power to exercise all rights and powers of members of a California nonprofit corporation pursuant to Corporation Code 7210.
2. The corporate powers of this association shall be vested in the Board of Directors. The Board of Directors shall have general charge of the affairs, funds, and property of the association and shall have full power, and it shall be their duty to enforce the Bylaws.
3. The directors, by a majority vote, shall have the power to incur indebtedness within the limits fixed by the corporation law of the State of California. The terms and amount of such indebtedness shall be entered in a cash book or journal and ledger of the corporation, and reported at the next meeting of the directors and entered in the minutes of such meeting.

Section 15. Duties of Directors

1. It shall be the duty of the directors to conduct, manage, and control the affairs and business of the corporation and to promulgate and enforce rules and regulations that are, therefore, not inconsistent with the laws of the State of California or the Bylaws of the corporation.
2. It shall be the duty of the directors to cause to be kept a complete record of all of their minutes and acts and of all proceedings of the members and to present a full statement at the regular annual meeting of the members showing in detail the assets and liabilities of the corporation and the condition of its affairs generally.
3. The directors shall, by resolution, regularly passed and recorded in the minutes of their meeting, designate a bank or banks with which the funds of the corporation shall be deposited.
4. The directors shall, by resolution regularly passed and recorded in the minutes of their meeting, designate the manner in which checks on any bank account of the corporation shall be signed, as well as the form of the endorsement of the corporation to be placed upon checks or other instrument for the purpose of deposit or otherwise.
5. Directors shall at all times, by their leadership and conduct, act in the best interests of the corporation. They shall always act in a manner that will earn the respect of the general membership and others.

Section 16. Removal and Resignation of Directors

1. Resignations – Any director may resign effective upon giving written notice to the chairman of the board, the president, the secretary, or the board unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected before such time to take office when the resignation becomes effective.
2. Resignation by Non-Attendance – Any director who misses two or more meetings in a single term, either regular meetings or special meetings in any combination, without a reason therefore acceptable to the majority of the Board shall be deemed to have, by his actions, resigned from the Board of Directors and a vacancy shall be deemed to exist.
3. Removal of Directors by Board – A director may be removed by a declaration by resolution of the Board of Directors of a vacancy of the office of the director who has been declared of unsound mind by an order of court or convicted of a felony or has been found by final order or judgment of any court to have breached a duty under Section 7230 and following of the California Non-profit Corporation Law.
4. Removal by Members – A director may be removed by an affirmative vote of a majority of the members voting in any such proceeding to remove a director.