Northwest Cavalry Association

Bylaws

I. Name:

This organization shall be called the Northwest Cavalry Association (hereinafter "the Association"). The Board of Directors shall jointly and severally have the authority and responsibility to prevent the unauthorized use of the Association name in connection with any meeting or activity which is not specifically authorized by the Board and in the judgment of any Director does not further the purposes of the Association.

II. Purpose:

The purpose of this association shall be the study, preservation, and demonstration of the skills, practices, customs, equipment, weapons, and organization of historic military cavalry and the education of the participants and of the general public with respect to the same. Implicit in this purpose is the preservation of safety for all participants and spectators at any event in which the association is represented and the safe and humane treatment of all animals involved therein. It is further the purpose of this association to operate in compliance with all local, state, and federal laws with particular attention to laws and regulations governing the operation of non-profit, tax exempt organizations as described in IRS section 501©3.

III. Limitations:

No member of the Association shall receive any pecuniary gain or profit, incidental or otherwise, from its activities, except that the Association shall be authorized to pay reasonable compensation for services rendered and make payments in furtherance of the purposes set forth in this Article. The Association shall not carry on any activity not permitted to be carried on by any federal, provincial, state, or national statute. The Association is a non-profit corporation under the laws of the State of Oregon and shall be governed by Title 7, Association 65 (Non-profit Corporations) and particularly Section 65.361 with respect to any potential conflict of interest.

A. Charter membership shall be granted to cavalry reenacting units submitting the prescribed application and agreeing to be bound by the rules of the association within thirty days of the date of incorporation of the association. Charter member units shall hold regular membership from the date of their initial membership until such time as that membership shall be terminated.

B. Provisional membership shall be granted to cavalry reenacting units submitting the prescribed application and agreeing to be bound by the rules of the association.

C. Regular membership shall be granted to cavalry reenacting units that have satisfactorily completed one year as provisional member units.

D. Affiliate membership shall be granted to non-cavalry reenacting units submitting the prescribed application and agreeing to be bound by the rules of the association.

E. Associate membership shall be granted to individuals submitting the prescribed application and agreeing to be bound by the rules of the association. Associate membership in this organization shall be open to any person interested in furthering the purposes of the Northwest Cavalry Association without regard to race, creed, color, age, sex, marital status, national origin, or physical or mental disability.

F. Temporary reciprocal membership shall be granted to member units of other reenacting associations submitting the prescribed application and agreeing to be bound by the rules of the association.

G. Membership of any type may be denied to any unit or individual whose conduct is found to be contrary to the standards or best interests of the association. Membership will be denied, or if previously granted will be terminated, for any unit or individual affiliated with or promoting any organization having the purpose to act or discriminate against any person or group by reason of race, gender, creed, or place of national origin or advocating such action or discrimination.

H. Membership of any kind may be terminated voluntarily by the member unit or associate member or involuntarily by vote of the representatives of the regular member units for reasons of violation of safety or horsemanship rules and policies or for any action contrary to the interests of the Association.

A. The Board of Directors shall consist of the Chair, the Vice Chair, the Secretary, the Treasurer, and the representatives of units holding regular membership.

B. Each representative of a member unit shall be certified to the Secretary by the appointing unit and shall serve until that unit shall certify another representative.

C. The Chair of the Association shall act as Chair of the Board of Directors.

D. The Secretary of the Association shall act as Secretary of the Board of

Directors.

E. The Board of Directors shall be solely responsible for the management of the affairs of the Association.

F. Only the member unit representatives shall be entitled to vote on board matters except that in the event of a tie vote the presiding officer may vote to break the tie.

A. Selection and Tenure

1. A nominating committee of no less than three and no more than five members of member units, no more than one of whom may be from the same member unit, shall be appointed by the Board three (3) months before and shall serve until the annual business meeting. This committee shall assemble a list of qualified and willing candidates and report their nominations in the form of a preliminary ballot two (2) months preceding the Annual Business Meeting. No member of the nominating committee shall be nominated by the committee for any office. Upon presentation of the preliminary ballot member units may make additional nominations by submitting them to the nominating committee not less than one month before the annual business meeting. The nominating committee shall, upon confirmation of eligibility and willingness to serve, add those nominees to the final ballot.

2. Officers will be elected by majority vote of the regular member units either in attendance at the annual business meeting or as absentees by submitting a completed official ballot to the secretary prior to the annual business meeting. The secretary shall make available an official ballot at the request of the designated representative of any member unit. For the sole purpose of electing officers the number of absentee votes cast by member units not represented at the meeting shall be added to the number of member units represented to establish a quorum.

3. Officers shall serve from the date they are elected until the date of the next election of officers. The nominal term of office shall be one year. This shall be minimally adjusted by the date of the annual business meeting each year. However, in the event a quorum is not present (in person or by absentee ballot), or that no candidate is willing to be elected for a particular office, any officer for whom a replacement is not elected shall continue in office until a) a replacement is duly elected or appointed by the Board, b) the officer resigns from or otherwise vacates the office, or c) the officer is removed from the office by the membership or the Board under the of provisions of parts 8 or 9 of this section.

4. If the office of Chair should become vacant the Vice Chair shall assume the office of Chair, vacating the office of Vice Chair. The office of Vice Chair shall then be filled in accordance with the provisions governing the appointment of officers to vacant offices other than that of the Chair.

5. If the offices of Chair and Vice Chair should become vacant at the same time and more than one month before the annual meeting, the unit representative of the unit with the longest membership shall assume the office of Chair for the purpose of conducting a meeting to elect a new Chair. When elected, the new Chair shall immediately assume the office and duties of the chair and serve the balance of the then current term.

6. If any office other than that of Chair should become vacant two (2) months or more before the annual business meeting, the remaining Board shall appoint a replacement. If any office other than that of the Chair should become vacant less than two (2) months before the annual business meeting, that office shall remain vacant until a replacement is elected at the annual business meeting.

7. Any person may serve any number of terms in any office so long as no more than three (3) consecutive full terms are served by the same person in the same office. Partial terms resulting from Board appointments to fill vacant offices for unexpired terms shall not be considered in determining the eligibility of a person under this provision.

8. All officers serve at the pleasure of the membership, and any officer of the association other than a unit representative may be removed for any reason by a two thirds (2/3) vote of member unit representatives present at a special business meeting called for that purpose and preceded by thirty (30) days notice to the member units.

9. Any officer of the association other than a unit representative who fails to attend three (3) consecutive regularly scheduled Board meetings may be recalled by unanimous approval of the remainder of the Board.

10. Unit representatives shall serve at the pleasure of the units they represent.

B. General Powers and Duties

1. Each officer shall have such authority and responsibility to approve expenditures of funds as may be established in the annual budget and by policy of the Board of Directors.

2. The officers authorized to sign checks on the association account, in addition to the Treasurer, and the number of signatures required shall be determined by policy of the Board of Directors.

3. The Board of Directors may designate any officer to sign any particular document on behalf of the association. In the absence of any such designation the Chair shall have such authority, subject to any limitations the Board of Directors may choose to establish.

4. Each officer shall maintain and forward to his/her successor all appropriate records pertaining to the office held.

C. Executive Officers

1. Chair

The Chair shall preside at all business meetings of the association at which he/she is present, except during the consideration of any issues for which his/her presiding would constitute either a question of conflict of interest or a breach of decorum as indicated in Roberts Rules of Order.

2. The Vice Chair

The Vice Chair shall assume the duties of the Chair in his/her absence and shall assume the office of Chair upon the occurrence of a vacancy in that office.

3. Secretary

The Secretary keep records of all association business including minutes of meetings and records of correspondence and all non-financial business transacted by the association.

4. Treasurer

The Treasurer shall oversee the management of all funds in the possession of the association and shall record and report all financial transactions in accordance with the generally accepted accounting principles of the American Institute of Certified Public Accountants.

D. Military Officers

1. Commander

a) The commander shall be elected by the association and shall be appointed to such rank as the association deems appropriate.

b) The commander shall exercise operational control of all association events.

c) The commander may appoint a staff in accordance with association policies.

2. Liaison Officers

a) A liaison officer shall be elected for each army portrayed by one or more member units and shall be appointed to such rank as the association deems appropriate.

b) Each liaison officer shall be elected by the member units whose primary identity is designated to be a part of the army for which that officer is elected. Any units that portray more than one historic military organization must declare its primary identity before it is accepted for membership in the association. A unit may change its primary identity for purposes of this association only with the approval of the association.

c) Each liaison officer shall oversee the related units at association events and see that they function in accordance with the operational control of the commander.

3. Unit Officers

a) Unit officers shall be appointed by their respective units in such a manner as shall be determined by the said units.

b) Unit officers shall not be recognized in excess of the number and ranks established by association policy.

c) Unit officers shall report to their respective liaison officers during all association events.

E. Other Officers

1. The Association may appoint such other officers as it deems beneficial to the accomplishment of the purposes of the Association.

2. The term of any such officer or committee may last up to, but not beyond, the current term of the officers specified in these bylaws. Such officers may be reappointed for an indefinite number of terms at the discretion of the Association.

A. Appointment and Organization

1. The Chair with the approval of the association shall appoint all committees.

2. The chair of any committee may be designated in the process of the appointment of that committee.

3. All committee appointments shall be for the current fiscal year unless the association at the time of appointment establishes a shorter term. Committee members may be reappointed for any number of consecutive terms.

B. Standing Committees

The following committees shall be appointed each year.

1. Safety

a) The safety committee shall see that approved safety tests are administered to all members of member units in accordance with association policy before participation is permitted in any association-sanctioned event.

b) The safety committee shall see that approved safety tests are administered to all members of guest units in accordance with association policy before participation is permitted in any association-sanctioned event.

c) The safety committee shall see that approved safety tests are administered to any other participants in accordance with association policy before participation is permitted in any association-sanctioned event.

d) The safety committee shall see that all successfully completed safety tests required by the association are recorded, filed, and available for inspection at each event in which the association participates.

e) The safety committee shall investigate any violation of association safety rules by any participant in any association-sanctioned event and report the results of each such investigation to the association.

f) The safety committee shall verify that any sanctions imposed resulting from any safety violation are properly executed.

2. Horsemanship

a) The horsemanship committee shall see that the standards and policies of the association concerning the care and use of horses are known to all participants in association sanctioned events.

b) The horsemanship committee shall arrange and supervise the provision of appropriate training in horsemanship for the association.

c) The horsemanship committee shall investigate any allegation of improper care or use of a horse or horses in connection with any association sanctioned event.

d) The horsemanship committee shall verify that any sanctions imposed resulting from any improper care or use of a horse or horses are properly executed.

3. Authenticity

a) The authenticity committee shall research and recommend standards of historical accuracy for the skills, practices, customs, equipment, weapons, and organization of historic military cavalry demonstrated by the association.

4. Planning

a) The planning committee shall plan, arrange, and oversee events held under the auspices of the association.

b) The planning committee shall coordinate the participation of the association in events conducted by other organizations.

5. Public Relations

a) The public relations committee shall promote the good name and reputation of the association to other organizations, the media, and the general public.

b) The public relations committee shall publicize association events and activities.

6. Finance

a) The finance committee shall work with the Treasurer and in accordance with the policies of the association to assure proper management of all monies held by the association.

b) The finance committee shall annually prepare and propose a budget to the association for the coming year.

7. Executive

a) The executive committee shall consist of the entire elected executive and military officers specified in these bylaws and shall be chaired by the association chair.

C. Other Committees

1. The Association may appoint such other committees as it deems beneficial to the accomplishment of the purposes of the Association.

2. The term of any such committee may last up to, but not beyond, the current term of the officers specified in these bylaws. Such committees may be reappointed for an indefinite number of terms at the discretion of the Association.

VIII. Meetings:

1. Conduct of Business

a) Business meetings of the Association shall be conducted according to Roberts Rules of Order except when a majority of the member unit representatives present shall vote to suspend such rules.

b) The presiding officer of any business meeting shall refrain from voting on any issue raised except in the event of a tie in which case he/she shall cast a deciding vote.

2. Association-wide Business Meetings

a) Annual Meeting - An annual meeting of the Association Membership shall be held at a place, date, and time set by the Board of Directors in the first month of each fiscal year. Notice of this meeting place, date, and time shall be mailed to all association members at least thirty days in advance, and it shall be announced in any Association meetings in the month before the annual meeting is held. Any business of the Association may be considered at the annual meeting.

b) Special Meetings - The Chair may call a special business meeting of the Association with thirty days written notice to all Association members. A special business meeting will be called by the Chair upon receipt of a petition requesting such a meeting signed by ten per cent (10%) of the Association members.

(1) Notice of a special business meeting shall include a statement of the business to be considered, and only business indicated in that statement shall be considered in the special business meeting to which it applies.

c) Regular Meetings - Periodic regular meetings may be held at such place, day, time, and frequency as the Board of Directors shall approve. Any and all routine business may be considered and any and all routine may be actions taken. However, routine business shall not include amendment of the articles of incorporation or the bylaws, amendment of the budget, removal of any officer, removal or suspension of any member unit or associate member. A special meeting may supercede a regular meeting when sufficient notice has been provided.

d) Quorum - A quorum of fifty per cent of all the Association member unit representatives shall be present for the transaction of any business involving a vote.

e) Notice of meetings shall be mailed to the representatives of member units of all classes and to individuals holding associate membership at the last address provided to the association by each addressee.

A. Should the Association be dissolved for any reason, its assets shall, after payment of all just debts, be transferred to a non-profit, tax exempt organization selected by the then serving board of directors for the promotion of one or more of the purposes described in Article II of these bylaws.

B. Fiscal Year - The fiscal year of the Association shall be the calendar year.

C. Budget - A proposed budget for the coming year shall be presented to the

Association in the last month of each year. The budget, once adopted, shall remain in effect until a subsequent budget is adopted.

D. Financial Control - Accounting for the finances of the Association shall conform to the Generally Accepted Accounting Practices of the American Institute of Certified Public Accountants. The Treasurer shall see that periodic financial statements are provided to the Association. An annual financial statement shall be provided to the Association members at the Annual Business Meeting.

1. Expenditures -The Treasurer shall generally make expenditures. In the event of an emergency the Chair or another officer may be designated by the Association to make expenditures.

2. Individual Board members may make and be reimbursed for small expenditures in the execution of their duties. In all cases, expenditures shall be made only in accordance with the approved budget as it may be amended by the Association. No financial obligation that exceeds the current budget shall be entered into without the specific approval of the Association.

3. Check Signature Authority - All Association financial transactions requiring a check from the Association account must be signed by the Treasurer, the Chair, or another officer designated by the Association. The treasurer will see that a detailed financial transaction record is maintained and made available on request to any Association member unit representative.

A. Amendments to the by-laws may be proposed by the action any Association member unit representative. Any proposed amendment to the by-laws shall be published to the membership in writing at least thirty days before it is considered for adoption.

B. After such publication, proposed amendments may be considered for adoption in an Annual Business Meeting or a Special Business Meeting called for that purpose. Amendments shall be adopted by a two-thirds (2/3) affirmative vote of member unit representatives present at a business meeting when the above conditions are met.