December 2015

ARTICLE I: Title, Purpose, Location, Corporate Seal Section 1, Name:

This Corporation shall be known as The Pleasure Walking Horse Association of Tennessee and shall be operated and conducted as a not for profit corporation within the laws of Tennessee.


Section 2, Purpose:

The Pleasure Walking Horse Association of Tennessee is organized to promote the natural flat­shod Tennessee Walking Horse as a versatile pleasure, trail, and show horse and to offer an organization for persons who respect and appreciate the flat­shod Tennessee Walking Horse. The organization will be in full compliance with the Horse Protection Regulations.


Section 3, Place of Business:

The Corporation shall designate and continuously maintain a registered office and agent in the State of Tennessee. The corporation shall be located in the state of Tennessee.



Section 1, Members:

Any person desiring membership in the organization shall be eligible to become a member upon payment of an annual membership fee. The amount of such fee to be determined by the organization’s Board of Directors. Only members who have their primary residence within the State of Tennessee may serve on the Board of Directors of the organization. Primary residence is defined as physically residing in Tennessee for more than six months of each year.


Section 2, Type of Membership:

There shall be Individual, Family, Youth, and Lifetime Membership available to the public.


Section 3, Voting Rights of Members:

Directors shall be elected by a plurality of votes in a balloted election. Individual adult memberships are entitled to one vote and family members are entitled to two votes in balloted voting and during membership meetings.  All members must be members of the organization for at least ninety (90) days prior to voting.


Section 4: Powers and Rights of Members:

Members of the organization shall have no power as members over the operation and control of the organization. Such powers are reserved exclusively to the Board of Directors and to the officers of the organization as prescribed hereinafter. However, the right of any PWHAT member in good standing, or guest thereof, to speak on any subject pending before the Board of Directors shall not be infringed.


Section 5, Expulsion of Membership:

Members of the association may be expelled in accordance with such rules and regulations as the Board of Directors may periodically adopt.



Section 1, Board of Directors:

The affairs and property of the organization shall be managed and controlled by a Board of Directors, which shall be elected by the general membership.


Section 2, Number of Directors

The Board of Directors may consist of a maximum twenty one (21) persons and a minimum of fifteen (15) members, unless otherwise determined by the Board of Directors. Directors shall serve a three­year term and may serve consecutive terms. The Board of Directors shall have the authority to increase or decrease the number of Directors when and if deemed necessary.


Section 3, Election of Directors:

Directors shall be elected by an election conducted by mail, with ballots sent to eligible voting members at their last address recorded with the organization. It shall be the responsibility of the members to notify the organization of address changes and their responsibility to return their marked ballots to the organization by the date set by the Board of Directors.


Section 4, Nomination of Directors:

A nominating committee shall nominate candidates for the Board of Directors and officers election and shall consist of at least five (5) members and include the outgoing President of the organization, at least two (2) current Directors, and at least one (1) member of the Executive Committee and one (1) general member. The nominating committee shall nominate more persons for election to the Board of Directors than vacancies exist. No member of the nominating committee shall serve more than two (2) consecutive terms.  The immediate Past President shall Chair the Committee.


Section 5, Ballot Committee:

The nominating committee shall have the responsibility of counting ballots received by the organization prior to the organization’s annual meeting. Elected directors shall be installed at the annual membership meeting.


Section 6, Qualification of Directors:

To be eligible to be nominated as a director, a member shall:

  • Have principal residence within the State of Tennessee and shall, during the term of office, maintain residence in the State for more than six (6) months of each calendar year.
  • Shall be a member of the organization for a period of at least 180 days.
  • Shall not be in default in dues payment.

(4) Shall have demonstrated an ongoing and consistent interest in the pleasure walking horse industry.

  • Shall not have been convicted of a violation of the Horse Protection Act within two years prior to nomination.


Section 7, Removal of Directors:

A director may be removed from the Board of Directors for any of the following reasons or good cause:

  • Absence from two consecutive Board of Director meetings without a valid reason. Ruling on a valid reason is at the discretion of the President.
    • Failure to pay association dues.
    • Receive any Horse Protection Act conviction while serving as a board member.


Section 8, Notification of Intent of Removal:

The President shall notify any Director considered for removal from the board and give said director the opportunity to be heard at a meeting of the board at which removal is considered.


Section 9, Officers:

The organization’s Board of Directors shall have a President, a Vice­President, a Secretary, and a Treasurer, elected by the Board at the January board meeting. Officers shall be a current member of good standing and have served two consecutive years on the Board of Directors and be a member in good standing. The President and Vice­President shall not serve more than two (2) consecutive terms.


Section 10, Duties of the President:

The President shall be the Chief Executive Officer of the organization and shall preside at all meetings of the Board of Directors. The President shall insure that all by­laws, rules, and regulations of the organization are enforced and shall perform other duties prescribed from time to time by the Board of Directors. The President shall be an ex­officio member of all committees of the organization according to the resolutions and orders of the Board of Directors and/or the Executive Committee. The President shall have the authority to enter into contracts and agreements with other organizations or individuals as needed, with the approval from the Board of Directors. The President shall supervise the staff of the organization.


Section 11, Duties of Vice­President:

The Vice­President shall perform the duties of the President in the President’s absence. The Vice­President serves as a member of the executive committee in the organization.


Section 12, Executive Committee:

There shall be four (4) members of the Executive Committee, consisting of the President, Vice­President, Secretary, and Treasurer. The Executive Committee shall be elected for one year to oversee the daily operation of the organization. The Executive Committee shall meet as deemed necessary.



Section 13, Quorum:

A majority of current Directors in office before the meeting begins shall constitute a quorum for the transmission of business.


Section 14, Board Meetings:

Board meetings shall be held on the second Tuesday of January, February, March, April, May, July, September, and November.


Section 15, Special Meetings:

Special meetings of the Board of Directors may be held whenever called by the direction of the President, or by a majority of the directors. The secretary shall give notice of each special meeting by contacting each director at least ten (10) days prior to such meeting. The board, during a special meeting, may transact any business.


Section 16, Vacancies of the Board:

The Board of Directors may elect a successor Director by a majority vote for the un­expired term of any director who has left the Board by reasons such as death, resignation, disqualification, or removal.


Section 17, Power and Authority of the Board of Directors:

The Board of Directors shall have the power and authority to make, amend, repeal, and enforce rules and regulations, policies and procedures, that they deem proper,not contrary to Tennessee law, relating to the conduct, management, and activities of the organization.


Section 18, Amendment of By­Laws

These By­Laws are subject to revision or amendments by the membership. Any proposed changes must be submitted in writing to the Board of Directors thirty (30) days prior to the date of the meeting the proposed changes will be approved or disapproved. If approved by the Board of Directors, there will be a ninety (90) day period for public comment after which time a ballot will be sent to the membership. By­Laws may be adopted, amended, or replaced by the Membership through mail ballot or electronic.


Section 19, Committees of the Association:

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



Section 1, Annual Budget:

The Board of Directors shall develop and approve an annual operating budget for the association and follow said budget to the best of its ability. The operating budget, having been created by a budget committee appointed by the President, shall be presented at the second monthly Board meeting at the beginning of each fiscal year for adoption. All officers of the organization shall serve on the budget committee, with assistance from other directors as needed.


Section 2, Annual Report:

The Board of Directors shall release an annual report of the organization’s operating and financial activities for the previous year at the annual membership meeting.


Section 3, Financial Transactions:

The President or Treasurer shall sign all checks, drafts, and orders for payment of money of the organization and designated individuals as deemed necessary for the operation of the organization by the Board of Directors.


Section 4, Fiscal Year:

The fiscal year of the organization shall commence on February 1 and end on January 31 of the following year




Section 1, Rules of Order:

Robert Rules of Order (latest revision) shall govern the meeting of the members, the director, and the committees of the organization.