By-Laws

INDEX

Article II. Corporate Purposes (1)

Article III. Corporate Offices (1)

Article IV. Membership (1)
Section 1. Composition Of The Corporation And Dues (1)
Section 2. General Memberships (2)
Section 3. Premium Memberships (2)
Section 4. Acceptance, Rights, And Privileges Of Membership (3)
Section 5. Membership List (4)
Section 6. Geographical Subdivisions (4)

Article V. Corporate Structure (6)
Section 1. Board Of Directors (6)
Section 2. Executive Board (8)
Section 3. Indemnification, Insurance, And Fidelity Bond (8)
Section 4. Parliamentary Authority (8)

Article VI. Voting Procedures (9)
Section 1. Eligibility For Elected Office And Term Of Office (9)
Section 2. Elected Offices (9)
Section 3. Members' Eligibility To Vote (9)
Section 4. Election Of Officers (10)
Section 5. Annual Election Meeting (10)
Section 6. Filling Vacancies In Elected Board Positions (11)

Article VII. Duties Of Officers And Committee (11)
Section 1. Officers (11)
Section 2. Standing Committees (14)
Section 3. Ad Hoc Committees (15)
Section 4. Permanent Committees (16)

Article VIII. Asgra Representation To Igra (16)
Section 1. Igra Trustee (17)

Article IX. Meetings (19)
Section 1. General Membership Meetings (19)
Section 2. Board Of Directors Meetings (20)
Section 3. Executive Board Meetings (20)
Section 4. Standing Committee Meetings (20)
Section 5. Ad Hoc And Permanent Committee Meetings (21)

Article X. Asgra Insignia And Flag (21)

Article XI. Amendments And Additions (21)
Section 1. Amendment Of By-Laws (21)
Section 2. Special Circumstances (22)
Section 3. Standing Rules And Procedures (22)

ARTICLE I. CORPORATE NAME

Top

ARTICLE II. CORPORATE PURPOSES

1. The purposes for which the Corporation is organized and the nature of the business to be carried out by it are as follows:
   1. To promote and support the sport of rodeo in the gay community by appropriate education and training of its members;
   2. To encourage member participation in local and national rodeo events;
   3. To perform charitable duties in its area of operation through various fund-raisers, rodeo performances, and the like;
      1. Moneys generated from such events shall be distributed to any qualified charitable organizations in amounts and frequency as recommended by the Board of Directors and approved by the general membership;
   4. To produce a group of well-rounded individuals interested in country and western-related events, dance, or programs; and
   5. To be an organization for the entire community, barring all prejudices related to sex, race, religion, sexual orientation, age, handicap, or national origin.
2. The Corporation is organized exclusively for educational and charitable purposes, under IRC Section 501(c)(4).
3. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Association shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign of behalf or, in opposition to, any candidate for public office.
4. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its officers, directors, committee members, employees, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein.

ARTICLE III. CORPORATE OFFICES

1. The Corporation shall maintain in the State of Maryland a registered office and a registered agent at such office.

ARTICLE IV. MEMBERSHIP

1. The Corporation consists of its members, holding any type of membership authorized by these Articles that have paid their dues and are in good standing.
2. The amount of dues shall be prescribed in the Standing Rules and Procedures.
3. Non-Payment of Dues:
   1. Suspension of Membership:
      1. Members who have not paid their annual dues may have their membership suspended until payment is received by the Corporation;
      2. Any Member whose membership has been suspended shall not be entitled to vote until they are reinstated; and
      3. Memberships shall be automatically reinstated within thirty (30) days of receipt of payment of annual dues unless the member has been terminated.
   2. Termination or Denial of Membership:
      1. Members who fail to pay the annual dues for more than ninety (90) days from the due date may have their memberships terminated, and their old membership number shall be retired;
      2. Terminated members shall have no rights or privileges in the Corporation whatsoever;
      3. Terminated members must reapply for a new membership and pay the dues and fees then in effect. The Corporation shall assign a new membership number to any such member; and
      4. Any individual who applies for membership but who has been denied membership or was terminated as a member of another IGRA association, may also be denied membership in ASGRA. The President shall contact any other IGRA member association to which the applicant belonged, and shall obtain the reasons(s) for denial or termination of that individual's membership and report same to the ASGRA Board of Directors. If the termination was for grounds that would also violate these By-Laws or Standing Rules, the Board may similarly deny the applicant membership in ASGRA.
4. Membership Renewal and Proration:
   1. The purpose of this Section is to provide for a uniform renewal date for all members;
   2. Memberships are renewable on August 1st of each membership year.

1. The Corporation may establish Premium Memberships.

1. Acceptance of Memberships:
   1. Acceptance of memberships meeting the requirements of this Article shall not be withheld without good cause; and
   2. An application for membership shall not be held more than forty five (45) days without action.
2. Rights and Privileges:
   1. General Memberships:
      1. General Members shall receive an ASGRA newsletter in accordance to the preference specified in their membership agreement and any other regular mailings.
      2. General Members may participate in any and all organizational matters;
      3. Individual Members shall be entitled to one (1) vote in any membership voting action;
   2. Premium Memberships:
      1. Premium Members are entitled, if so desired, to be listed as such in any ASGRA publication;
      2. Premium Members shall receive a Certificate of Appreciation commensurate with their level of contribution; and
      3. The Board of Directors, at its discretion, may confer any other rights and privileges upon Premium Members that are not inconsistent with or detrimental to the rights and privileges of any General Member.
3. Discipline:
   1. Members may be disciplined by the affirmative vote of a majority of the voting Board of Directors by means of reprimand, suspension, fine, or expulsion for acting in flagrant disregard of the by-laws, the Standing Rules and Procedures, the Articles of Incorporation, any duly enacted resolution by the general membership, or the IGRA By-Laws;
   2. Following any disciplinary action, the Board of Directors shall allow the member in question thirty (30) days to appeal such action to the general membership;
      1. A member subject to a disciplinary action has the right to representation at any proceeding;
      2. Members exercising their right to representation shall so advise the Board of Directors at least fifteen (15) days before any proceeding; and
   3. A two-thirds (2/3) majority of the general membership may override a Board of Directors disciplinary action.
4. Waiver of Liability:
   1. Each application for membership shall contain a waiver of liability in which the member agrees to protect, indemnify, and hold harmless the Corporation, its officers, members, volunteers, sponsors or agents from any and all damage, injury, or death that might occur to the member or the member's personal property in preparation for, during, or immediately following any function held by or for the benefit of ASGRA; and
   2. Such waiver shall be signed by each member as a condition for acceptance of the application for membership.

1. The Membership Committee shall maintain a list of all members of the Corporation. Such list shall contain at least the member's name, address, telephone number, membership number, membership type, and dues payment status.
2. The membership list shall remain confidential and shall be used for official use of the Corporation only.
3. Copies of the membership list may be distributed to any officer of the Board of Directors, the Executive Board of IGRA, former officers serving as advisers to the Board of Directors, and, at the discretion of the Board of Directors, Chairpersons of Corporation Committees, including standing, permanent, and ad hoc for the explicit purpose of conducting Corporate business.
4. Association Geographical Area:
   1. The geographic area of ASGRA consists of Maryland, Virginia, the District of Columbia Delaware, New York City and New Jersey.
   Top

ARTICLE V. CORPORATE STRUCTURE

1. Executive Board:
   1. President;
   2. Vice President;
   3. Secretary;
   4. Treasurer; and
2. Standing Committee Chairpersons:
   1. Fund Raising and Sponsorship;
   2. Social and Entertainment;
   3. Rodeo Events and Training;
   4. Membership;
   5. Public Relations.
   6. Royalty
3. Authority:
   1. The Board of Directors shall have the authority to take any action not inconsistent with these by-laws, the Standing Rules and Procedures, the Articles of Incorporation, any duly enacted resolution by the general membership, and the laws of the State of Maryland;
   2. Only the Board of Directors shall have the authority to bind this corporation through joining, representing, or affiliating with any other entity/organization; and
   3. The Board of Directors, by vote of a majority thereof, may delegate to any committee or officer any portion of its power, subject to any limitation imposed by the By-Laws, the Standing Rules and Procedures, the Articles of Incorporation, any duly enacted resolution by the general membership, and the laws of the State of Maryland.
4. Duties and Responsibilities:
   1. The Board of Directors shall supervise and review the activities of the Executive Board, and all committees to ensure that each is in compliance with the by-laws, the Standing Rules and Procedures, the Articles of Incorporation, any duly enacted resolution by the general membership, and the laws of the State of Maryland;
   2. The Board of Directors shall ratify all appointments by the President by a majority vote;
   3. Each Board of Directors member shall communicate and cooperate with the general membership, and freely disseminate information concerning the Corporation to the general membership;
   4. Each Board of Directors member shall attend and participate in regularly-scheduled Board of Directors meetings; and
   5. The Board of Directors shall make available all minutes and corporate records to the general membership.
5. Voting Rights:
   1. Each Board of Directors member shall have one (1) vote and shall be entitled to exercise that vote in accordance with Robert's Rules of Order, Newly Revised;
   2. Board of Directors members may vote by absentee ballot executed in writing; such ballot to include:
      1. Name;
      2. Address;
      3. Reason for absence;
      4. The specific issue to be voted on;
      5. A statement as to whether the member is voting for or against the issue;
      6. Signature; and
      7. Date of execution;
   3. The Secretary, or a member of the Board of Directors acting in his or her stead, shall certify to the Board of Directors that the absentee ballot complies with the requirements of this Section. If the Secretary cannot so certify, the ballot shall be null and void; and
   4. No board member may give a blanket proxy vote to another member.
6. Removal:
   1. Members of the Board of Directors may only be removed from office by a vote of three fourths (3/4) of the Board of Directors and only for good cause;
   2. Good cause shall include but not be limited to any of the following:
      1. Dereliction of duties or failure to perform job responsibilities;
      2. Acting in flagrant disregard of the by-laws, the Standing Rules and Procedures, the Articles of Incorporation, any duly enacted resolution by the general membership, the IGRA by-laws, or the laws of the State of Maryland;
      3. Misconduct in office; or
      4. Consecutive absences or a pattern of poor attendance at Board of Director meetings; Financial or other irregularities involving the Corporation's funds or assets
      5. Convection of a felony
      6. Conduct or behavior inconsistent with good judgment or the best interests of the Corporation.

1. ASGRA shall indemnify and hold harmless all directors, officers, committee chairpersons, and committee members from all liabilities, obligations, claims, causes of action or expenses of any kind, including, without limitation, attorneys' fees, that may arise or be incurred by them as a result of the performance of their duties for or on behalf of ASGRA, to the full extent allowed by law.
2. ASGRA shall purchase and maintain a Directors and Officers liability policy, in an amount no less than three-million dollars ($3,000,000), that provides coverage in accordance with Paragraph A of this Section.

1. Governing Rules:
   1. The rules contained in the current edition of Robert's Rules of Order, Newly Revised shall govern the conduct of business of the Corporation in all cases in which they are applicable and in which they are not inconsistent with the By-Laws or Standing Rules and Procedures of this Corporation.
2. Statement of Intent:
   1. It is anticipated that the Corporation shall run its meetings in good order and that the membership shall conduct itself accordingly. Should a majority of the Board of Directors or the general membership believe that a Parliamentarian would facilitate such meetings, it may appoint a member to fill this position, either on a one-time or continuing basis.

ARTICLE VI. VOTING PROCEDURES

1. Eligibility and Qualifications for Holding an ASGRA Elected Office:
   1. All active members in good standing and who have completed a minimum of six (6) months of continuous membership may be eligible to run for any office of the Corporation except for the office of IGRA trustee;
   2. Members wishing to run for office may have no outstanding debts to the corporation or to any IGRA rodeo association at the time they stand for office;
   3. No member may hold more then one (1) elected office nor may be appointed to an office while holding an elected or appointed ASGRA office or the office of IGRA trustee; and
   4. Only individual members are eligible to hold an office.
2. Term Of Office:
   1. Terms of office shall be as follows: Executive Board, two (2) years; and the term of an IGRA Trustee is as set by IGRA By-Laws; and
   2. All elected officers of the Corporation, except for IGRA Trustee, may serve for no more then three (3) consecutive terms, including filling a vacancy, in the same office.

1. Offices in Accordance with These By-Laws:
   1. President;
   2. Vice President;
   3. Secretary;
   4. Treasurer;
   5. IGRA Trustee.
2. Standing Committee Voting:
   1. The chairpersons of the standing committees shall have one vote each on the Board of Directors.

1. The right to vote in any election of the Corporation shall be reserved for all individual members in good standing who are entitled to a vote and who have held such memberships for at least thirty (30) days preceding the date of an election.
2. Verification of eligibility shall be made by the Membership Committee Chairperson.

1. The Board of Directors shall appoint an Election Committee at least three (3) months preceding the annual election meeting. The election committee shall serve for one (1) year.
2. Election of officers shall be by ballot in accordance with this Article.
3. Elections shall be held by ballots.
4. Unless the total number of votes cast for all candidates for one office is at least equal to the number of members required to make up a quorum for a general membership meeting, a new election for that office shall be held.
5. The Election:
   1. A quorum as defined under Article IX shall be present before an election may take place. A quorum shall include the total number of members present who are> eligible to vote plus the number of valid electronic/mailed-in ballots eligible to be counted;
   2. Ballots will be distributed to members as they arrive at the election meeting. A member must sign for the ballot;
   3. Members who have already voted electronically or by mail, may recast their vote by reclaiming their previously-executed ballot and signing for a new one;
   4. The Chairperson of the Membership Committee shall announce whether a quorum has been reached; and
   5. As soon as a quorum has been reached all business taking place at the meeting shall cease and the election shall take place.
6. Determining the Election Results:
   1. If only one (1) candidate is running for an office, to be elected the candidate must receive at least a majority of the votes cast in the number prescribed in Section 4 Paragraph D of this Article;
   2. If two (2) candidates are running for the same office, the candidate receiving a majority of the votes cast in the number prescribed in Section 4 Paragraph D of this Article will be elected;
   3. If more than two (2) candidates are running for the same office, the candidate with a plurality of the votes but: 1) at least forty percent (40%) of the votes cast in the number prescribed in Section 4 Paragraph D of this Article and 2) three (3) more votes than the nearest candidate shall be elected;
   4. In the case of a tie, a run-off election shall be held between the two (2) candidates receiving the plurality of votes. The candidate receiving a majority of the votes then cast shall be declared elected; and
   5. If three (3) or more candidates are tied for a position or did not receive the minimum number of votes required to elect, all of the candidates shall participate in a run-off election with the candidate receiving the plurality of votes cast being elected.

1. The Annual Election Meeting shall take place within thirty days of October 1st on a date prescribed by the Board of Directors.
2. The date of the Annual Election Meeting shall be announced to the membership according to the preference specified in their membership agreement at least sixty (60) days in advance of the meeting.
3. The Annual Election Meeting shall be chaired by the Chairperson of the Elections Committee.

1. President:
   1. Vacancies in the office of President of the Corporation shall automatically be filled by the Vice President of the Corporation.
2. Notice of Vacancy:
   1. All vacancies in elected positions shall be announced at the next general membership meeting; and
   2. Vacancies shall be announced to the membership according to the preference specified in their membership agreement.
3. Interim Appointments:
   1. Shall be made by the Board of Directors; and
   2. Shall serve until a replacement is elected.
4. Nominations:
   1. Nominations to fill a vacancy shall be made in accordance with this Article and the Standing Rules and Procedures.

ARTICLE VII. DUTIES OF OFFICERS AND COMMITTEE CHAIRPERSONS.

1. President:
   1. Shall be the principal executive officer of the Corporation;
   2. Shall administer the affairs of the Corporation;
   3. Shall preside at all meetings of the Executive Board, Board of Directors, and General Membership meetings except those General Membership meetings for elections of officers or the Annual By-laws Meeting;
   4. May sign as the duly authorized agent of the Corporation and Board of Directors:
      1. Certificates;
      2. Upon authorization of the Board of Directors:
         1. Contracts; and
         2. Agreements;
   5. May sign with the Treasurer or any other officer of the Corporation:
      1. Checks, except for those checks made payable to the President;
      2. Deeds;
      3. Mortgages; and
      4. Bonds;
   6. Shall prepare and present to the Treasurer an operating budget for the Office of the President and Ad Hoc Committee activities for inclusion in the annual operating budget of the Corporation;
   7. Shall appoint chairpersons to all Ad Hoc committees subject to the ratification of the Board of Directors:
   8. Shall administer all Ad Hoc committees and prepare a report on their activities in the absence of the Chairperson of the committee;
   9. Shall perform all duties incident to the office and such other duties as may be prescribed from time to time;
   10. Shall have an independent audit of the books of the Corporation performed annually; and
   11. The President shall be the lead delegate to the IGRA convention.
2. Vice President:
   1. Shall perform the duties of the President:
      1. In the absence of the President;
      2. Inability of the President to perform;
      3. Refusal of the President to act; or
      4. At the direction of the President;
   2. May sign with the Treasurer or any other officer of the Corporation:
      1. Checks, except for those checks made payable to the Vice President;
      2. Deeds;
      3. Mortgages; and
      4. Bonds;
   3. Shall conduct and administer any special activities for the Corporation as directed by the Board of Directors;
   4. Shall prepare and present to the Treasurer an operating budget for the office of the Vice President for inclusion in the annual operating budget of the Corporation; and
   5. Shall perform all duties incident to the office and such other duties as may be prescribed from time to time by the Board of Directors.
   6. Shall be responsible for overseeing all Royalty functions.
      1. Royalty's two primary functions are charity fund raising and public outreach.
      2. Royalty has four titles: Ms, Mr., Miss, and Ms-ster. Not all positions must be filled each year to have Royalty. One, two or all positions may be filled. Reigns are one year in duration.
      3. All monies raised by ASGRA Royalty shall be collected and maintained by the Treasurer. Seventy-five percent (75%) of monies raised by ASGRA Royalty shall be distributed to a charity selected by the Royalty team. Twenty-five percent (25%) of monies raised by ASGRA royalty shall return to the Corporation.
      4. The Royalty competition shall coincide with the annual rodeo. In the event that there is no annual rodeo, the date shall be selected by the Board of Directors.
   7. Secretary:
      1. Shall keep the minutes of meetings of the general membership and Board of Directors;
      2. May sign with the Treasurer or any other officer of the Corporation:
         1. Checks, except for those checks made payable to the Secretary;
         2. Deeds;
         3. Mortgages; and
         4. Bonds;
      3. Shall maintain minutes;
      4. Shall provide ample copies of the minutes of the previous month's Board of Directors and general membership meetings at each Board of Directors and General Membership meeting;
      5. Shall be the custodian of the Corporate records and corporate seal;
      6. Shall handle or cause to be handled all correspondence and communications as deemed necessary;
      7. Shall inform the Board of Directors and the General Membership of any incoming and outgoing correspondence;
      8. Shall see that special notices are duly given in accordance with the By-Laws;
      9. Shall interact with the Membership Committee to maintain a current membership mailing list;
      10. Shall prepare an operating budget for activities of the Secretary for inclusion in the annual operating budget of the Corporation; and
      11. Shall perform all duties incident to the office and such other duties as may be prescribed from time to time by the Board of Directors.
   8. Treasurer:
      1. Shall be responsible for all funds of the Corporation, including groups or functions sponsored by or using the ASGRA name;
      2. Shall receive all funds and give receipts for and payable to the Corporation;
         1. Funds from functions held by groups sponsored by or using the ASGRA name shall be tendered to the Treasurer within thirty (30) days of such functions;
      3. Shall deposit all funds in the name of the Corporation in insured financial institutions with the approval of the Board of Directors;
      4. May sign with any officer of the Corporation:
         1. Checks, except for those checks made payable to the Treasurer;
         2. Deeds;
         3. Mortgages; and
         4. Bonds;
      5. Shall be responsible for preparing the annual budget of the Corporation;
      6. Shall be responsible to ensure that expenditures and proposed expenditures of the Corporation are consistent with the approved annual budget;
      7. May appoint and chair an Ad Hoc Finance Committee;
      8. Shall prepare an annual statement of expenses and income commonly referred to as the annual financial report for distribution to the general membership no later than forty five (45) days after the end of each fiscal year;
      9. Shall perform all duties incident to the office and such other duties as may be prescribed from time to time by the Board of Directors; and
      10. Shall cause to be prepared and shall file all federal, state and local tax returns.

   SECTION 2. STANDING COMMITTEES

   1. General Duties of Chairpersons:
      1. To engage in open communications, cooperation, and dissemination of all information regarding the Corporation to the general membership;
      2. To register the names of the committee members with the Secretary;
      3. To submit to the Treasurer an operating budget for the activities of the Committee 30 days prior to the beginning of the next fiscal year in a form as prescribed by the Treasurer of the Corporation;
      4. To submit for the Board of Directors' approval any proposed events, activities, or contractual agreements; and
      5. To submit a written report to the Board of Directors prior to the close of the following board meeting concerning the activities of the committee, as requested by the Board of Directors.
   2. Fund Raising and Sponsorship Committee:
      1. Shall be responsible for the raising of funds necessary for the operation of the Corporation, and recommending and supervising events throughout the year to raise funds for the corporation in coordination with other standing committees; and
      2. Shall be responsible for monitoring any event at which ASGRA is the recipient charity.
   3. Social and Entertainment:
      1. Shall be responsible for proposing and arranging for the entertainment necessary at any function or fundraising events of the Corporation;
      2. Shall be responsible for arranging social events for the general membership; and
      3. Shall arrange the social and entertainment activities for the ASGRA annual rodeo.
   4. Rodeo Events and Training:
      1. Shall be responsible for developing instruction and training programs for the general membership to prepare them for participation in rodeo events;
      2. Shall be responsible for conducting rodeo events, and procuring the proper facilities and livestock therefor;
      3. Shall be responsible for acquiring, maintaining, and overseeing equipment for rodeo events;
      4. Shall be responsible for making recommendations to the Board of Directors for the selection of Rodeo Director and other certified officials at least six (6) months prior to a rodeo;
      5. Shall be responsible for maintaining the colors and flags of the Corporation;
      6. Shall notify the general membership regarding training opportunities as IGRA rodeo officials;
      7. Shall maintain a roster of certified IGRA officials within ASGRA; and
      8. Shall have dialogues with other groups around the country to help formulate national competitive guidelines.
   5. Membership:
      1. Shall actively solicit new members;
      2. Shall be responsible for maintaining a membership roster/mailing list and reporting the same to the Secretary;
      3. Shall serve as the liaison to the Board of Directors representing the membership's concerns, needs, and suggestions regarding the Corporation;
      4. Prior to any election, shall produce a listing of members eligible to vote in elections;
      5. Shall undertake other membership activities as may be deemed necessary;
      6. Shall produce and distribute a membership card to each ASGRA member in good standing, including renewal cards or renewal indicia; and
      7. Shall submit an updated membership list to IGRA as prescribed by IGRA.
   6. Public Relations:
      1. Shall serve along with the President as a principal spokesperson of the Corporation;
      2. Shall be responsible for developing positive responses to criticisms of gay rodeo for use in supporting the sport;
      3. Shall be responsible for working with related Board members in developing, producing, and disseminating advertising and promotional materials for all ASGRA events;
      4. Shall oversee contests, if any, for the development of promotional materials. Such contests shall be conducted in accordance with the Standing Rules and Procedures;
      5. Shall oversee the production of programs and tickets for ASGRA events;
      6. Shall obtain retail outlets to sell tickets to ASGRA events;
      7. Shall coordinate the creation and dissemination of positions and policy statements, as directed by the Board of Directors, with IGRA and other organizations;
   7. Royalty;
      1. Shall perform those duties as listed in ASGRA's Standing Rules;
      2. Shall serve along with Board Members and other Committee Chairs.
   SECTION 3. AD HOC COMMITTEES
   1. Creation:
      1. In accordance with Article V of these By-Laws, the Board of Directors may create Ad Hoc committees; and
      2. The President shall appoint, and the Board of Directors shall ratify, chairpersons from the general membership.
   2. Purpose:
      1. The purposes of Ad Hoc committees are to perform tasks as requested by the Board of Directors or any of its officers.
   SECTION 4. PERMANENT COMMITTEES
   1. Purpose and Limitation:
      1. The purpose of this Section is to establish committees that have functions necessary to the operations of the Corporation but that do not operate on a regular basis; and
      2. Permanent committee chairpersons shall not have voting representation on the Board of Directors.
   2. By Laws Committee:
      1. The purpose of the By Laws Committee is to collect, review, and submit suggested revisions to the ASGRA By-Laws and the Standing Rules and Procedures to the general membership for consideration at the Annual By-Laws Meeting;
      2. The Chairperson, who shall not be a member of the Board of Directors at the time of appointment, shall be selected by the President and ratified at the next regularly-scheduled meeting of the Board of Directors following the Annual By-Laws Meeting; and
      3. The By-Laws Committee shall consist of the Chairperson and four (4) other persons, two (2) of whom shall be members of the Board of Directors;
         1. The By-Laws Committee chairperson shall submit these four (4) names to the general membership at the second regularly-scheduled membership meeting following the Annual By-Laws Meeting;
         2. ASGRA members may place additional names in nomination; and
         3. Ratification shall be by a majority of those in attendance and shall be in two parts with a vote on each individual nomination:
            1. For the two (2) members who are from the Board of Directors at the time of appointment; and
            2. For the two (2) members who are from the general membership at the time of appointment.
   3. Elections Committee:
      1. The Elections Committee shall be constituted in accordance with Article VI Section 5 of these by-laws.
   4. Publications Committee:
      1. Shall be responsible for the organization, publication, and distribution of a monthly newsletter and events calendar;
      2. The Chairperson, who shall not be a member of the Board of Directors, shall be selected by the President within thirty days of the annual elections and ratified at the first board meeting of the Board of Directors following the annual elections; and
      3. The Committee shall report to the Vice President.
   Top

ARTICLE VIII. ASGRA REPRESENTATION TO IGRA

1. Qualifications:
   1. In accordance with Article VI of these By-Laws, the IGRA Trustee shall be an elected position; and
   2. In order to be eligible to hold the position of IGRA Trustee, a member must:
      1. Have been a member in good standing of ASGRA for at least one (1) year;
      2. Not be a member of the IGRA Executive Board;
      3. Not hold any other elected ASGRA office; and
      4. Have attended or participated in at least two (2) other IGRA rodeos in the last twelve (12) months.
2. Term:
   1. The term of office shall be as established by IGRA; and
   2. The IGRA trustee may serve no more than two (2) consecutive terms, whether elected or appointed to the position.
3. Duties and Responsibilities:
   1. To comply with all ASGRA and IGRA rules and By-Laws;
   2. To attend all IGRA Board of Trustees' meetings or to ensure that a designated alternate is in attendance;
   3. To perform whatever duties are required by Article VIII of the IGRA by-laws;
   4. To submit at least 30 days before the new fiscal year begins, a yearly budget to the ASGRA Treasurer, including costs associated with ASGRA's participation in the IGRA convention;
   5. To make the appropriate arrangements for ASGRA's representation at the annual IGRA convention;
   6. To report to the Board of Directors;
   7. Within thirty (30) days of receipt of any revised IGRA By-Laws, the Trustee shall distribute such revisions to at least the President, Secretary, and Chairman of the Rodeo Events and Training Committee;
   8. To distribute any proposed changes to the IGRA By-Laws to the ASGRA convention delegates within ten (10) days of receipt from IGRA;
   9. To maintain communications between ASGRA and IGRA; and
   10. To encourage and enlist the participation of the general membership in IGRA activities at all levels.
4. Removal:
   1. The Trustee may be removed from office pursuant to Article V, Section 1, Paragraph E of these By-Laws and;
      1. Good cause shall include any of the following:
         1. Dereliction of duties;
         2. Acting in disregard of the IGRA or the ASGRA by-laws, the Standing Rules and Procedures, the Articles of Incorporation, any duly enacted resolution by the general membership, or the laws of the State of Maryland; or
         3. Absence from more than two (2) of the IGRA meetings in a rodeo year without cause and failing to arrange for adequate ASGRA representation at those Board of Directors meetings missed.
5. Vacancies:
   1. Temporary:
      1. Because of the large number of IGRA rodeos and the concomitant expense of attending them, the Trustee may designate an ASGRA member in good standing to act on his/her behalf at any rodeo event he or she is unable to attend; and
   2. Permanent:
      1. Interim Appointments:
         1. Whenever a permanent vacancy occurs, the Board of Directors may appoint on an interim basis any ASGRA member in good standing to act as Trustee; and
         2. The interim Trustee shall serve until there is a duly-elected Trustee;
      2. Notice of Vacancy:
         1. At the next general membership meeting following the resignation of the Trustee, a member of the Board of Directors shall announce to the membership according to the preference specified in their membership agreement that a vacancy for Trustee exists; and
      3. Nominations and Elections:
         1. Nominations and elections for the position of Trustee under this Section shall be in accordance with Article VI.

ARTICLE IX. MEETINGS

1. Statement of Intent:
   1. It is the intent of this Corporation that meetings be held on a regular basis, that members have adequate notice thereof, and an opportunity to participate. Members have the right to attend any meetings of the Corporation except closed sessions of Executive Board meetings.

1. Frequency and Notice:
   1. General Membership meetings shall be held at least four (4) times a year and may be held in conjunction with regularly scheduled Board of Directors meetings; and
   2. The general membership shall be notified in writing of the location, date, and time of the meeting at least thirty (30) days in advance of the meeting;
2. Special General Membership Meetings:
   1. By the Board of Directors:
      1. A Special General Membership Meeting may be called by the Board of Directors with the approval of a majority of the Board of Directors;
      2. At least forty-eight (48) hours notice shall be given to the general membership. Such notice may be by electronic notification or telephone; and
      3. Pursuant to such notice, a Special General Membership Meeting may be held in conjunction with but not in lieu of a regularly scheduled General Membership Meeting.
   2. By the Membership:
      1. The general membership may call for a Special General Membership Meeting by petition;
      2. No petition shall be valid unless the number of members signing such petition is no less than the equivalent of sixty percent (60%) of the members required to establish a quorum, as certified by the chairman of the Membership Committee;
      3. The President must hold a Special General Membership Meeting within ten (10) calendar days of receipt of a valid petition;
      4. At least five (5) days notice of any Special General Membership Meeting shall be given to the general membership. Such notice may be by telephone; and
      5. A Special General Membership Meeting shall not be held in lieu of a regularly scheduled General Membership Meeting.
3. Quorum:
   1. A quorum consists of twenty (20) members in good standing.

1. Frequency and Notice:
   1. The Board of Directors of the Corporation shall meet at least ten (10) times a year; and
   2. When possible, the general membership shall be notified in accordance to the preference specified in their membership agreement of the location, date, and time of the meeting at least thirty (30) days in advance of the meeting.
2. Special Board of Directors Meetings:
   1. By the President:
      1. The President of the Corporation may call for a special meeting of the Board of Directors at any time; and
      2. If feasible, the general membership shall be notified in advance of such a meeting; and
   2. By the Board of Directors:
      1. A majority of the Board of Directors, excluding the President, may call for a special meeting of the Board of Directors;
      2. The president shall convene such a meeting within ten (10) days; and
      3. If feasible, the general membership shall be notified in advance of such a meeting.
3. Quorum:
   1. A majority of the members of the Board of Directors is required to convene a meeting.

1. The Executive Board shall meet at the call of the President.

1. Frequency and Notice:
   1. Ad Hoc and Permanent Committees shall meet as necessary; and
   2. To the extent possible, notice of the location, date, and time of Ad Hoc and Permanent Committee meetings shall be given to the general membership.

ARTICLE X. ASGRA INSIGNIA AND FLAG

1. The ASGRA corporate insignia and flag shall be voted on by the general membership in accordance with Article VI.
2. The ASGRA corporate insignia and flag shall be copyrighted in the Corporation name.

ARTICLE XI. AMENDMENTS AND ADDITIONS

1. Proposed amendments to the By-Laws shall be submitted in writing at least sixty (60) days prior to the Annual By-Laws Meeting to the ASGRA Secretary, who shall then immediately forward them to the Chairman of the By-Laws Committee.
2. The By-Laws Committee will review and prepare all proposed changes to the By-Laws for the review and approval of the general membership, including a statement as to whether the Committee recommends the proposed changes and the reasons therefor;
   1. Proposed changes to the by-laws shall be in one of the following formats.
      1. New wording shall be in a Blue colored font. Wording to be removed shall be with a Strike-through in Red colored font.
      2. New wording shall be preceded and succeeded by two dashes (--). Wording to be removed shall be struck through or placed in brackets [ ].
   2. The by-laws may be changed only at a scheduled by-laws meeting and, only once each calendar year.
   3. The exact date of the By-Laws meeting shall be selected by the Chairman of the By-Laws Committee in consultation with the Board of Directors.
   4. Notice of an annual By-Laws meetings shall be electronically transmitted/mailed to all ASGRA members at least thirty (30) days prior to such meeting and include the date, time, and place of the meeting.
   5. All proposed modifications to the By-Laws shall be electronically transmitted/mailed to the general membership at least thirty (30) days prior to any By-Laws meeting.
   6. The Chairman of the By-Laws Committee shall chair all By-Laws meetings and the ASGRA Secretary shall take the minutes.
   7. In order to amend the By-Laws, three fourths (3/4) of those members voting once quorum is attained must vote to amend.
   8. The membership may vote in person, by electronic ballot or by hard copy ballot. Voting by ballot shall be in accordance with Article VI.
   SECTION 2. SPECIAL CIRCUMSTANCES
   1. Purpose:
      1. The purpose of this Section is to provide a means for the general membership to obtain interpretations of the by-laws.
   2. Procedure:
      1. Requests for interpretations of the By-Laws shall be made to the Board of Directors and referred to the By-Laws Committee;
      2. The By-Laws Committee shall prepare a written response to requests for interpretations, which shall be presented to the Board of Directors at its next regularly-scheduled meeting, or within thirty (30) days of receipt of the request, whichever is longer;
      3. Only the By-Laws Committee may interpret the By-Laws; and
      4. The Board of Directors shall include any such interpretations in its minutes and so shall advise the general membership and each person requesting the interpretation.
   SECTION 3. STANDING RULES AND PROCEDURES
   1. These by-laws may be supplemented by the Standing Rules and Procedures.
   2. The Standing Rules and Procedures may be amended and adopted by approval of a majority vote at a properly constituted general membership meeting.
   3. The Standing Rules and Procedures may define and supplement matters not covered by the by-laws, but may not serve to modify, change, or diminish the meaning or authority of the by-laws.
   Top