I believe that the Board of Directors can change or repeal a by-law, but if they don't, there are ways for the membership to call a Special meeting to hold a vote to change by-laws. We don't have to wait until the Annual meeting. There are two ways to get a Special Meeting called, one is for a majority of the Board to call for it, or a petition of 5% of eligible voters to ask for it. To use the Special meeting, there has to be sufficient notification of the meeting.
Here are some of the rules and other related voting information -
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ARTICLE V - CORPORATE POWER
Section 2, Powers of the Members
(A) Exclusive Powers
The Regular Members at any Annual Meeting or Special Meeting provided for in Article VI, Section 4-E hereof, shall have exclusive powers to amend the Bylaws; amend the Articles of Incorporation; and dissolve the corporation.
Section 3, Powers of the Board of Directors
(A) Enumeration
The Board of Directors shall have the power and authority to make, amend, repeal, and enforce such rules and regulations, not contrary to law, the Articles of Incorporation or these Bylaws, as they may deem expedient and necessary concerning the conduct, management and activities of the Association, including but not limited to the setting and collection of dues and fees, (excepting registration fees) regulations regarding stud book, registration, the expenditures of money, the auditing of books and records, the awarding of championships, the conducting of shows, contests, exhibitions, sales, social functions and other details relating to the general purposes of the Association. All of the foregoing are subject to revision or amendment by the members at any regular or special meeting of the members provided that written notice of any intention to revise or amend said rule(s) has been published in the Miniature Horse World or official correspondence at least sixty (60) days in advance of that meeting.
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ARTICLE VI - MEETINGS
Section 2, Special Meetings
Special Meetings of the members may be held at such time and place as may be designated in the notice thereof, whenever such notice shall be mailed by direction of a majority of the Board of Directors or by notice signed by no less than twenty (20) percent of the regular members as of April 1st immediately preceding such notice.
(A) Notice
Notice of a special meeting shall be given by publishing such notice in the Miniature Horse World or AMHA
Newsletter or by mailing written notice to member’s address as shown in the Association’s records, at least
sixty (60) days prior to such meeting, stating the time and place of such meeting to all members of the
Association. Notice of each meeting will indicate briefly the subject or objects thereof shall be given in the same manner as provided with respect to notice of annual meetings.
(B) Business
Only items specified in the notice of the special meeting can be transacted at such meetings.
Section 3, Attendance
All members in good standing of The American Miniature Horse Association Inc., whether Regular, Lifetime, Associate, or Youth shall be entitled to attend any Annual or Special Meeting of the Association, and shall have floor privileges.
Section 4, Voting
(A) Regular Members
All Regular Members who have attained the age of nineteen (19) years as of thirty (30) days preceding such
meeting and who have been Regular Members for at least six (6) months are entitled to vote on any matter
before the Annual Meeting or any special meeting. Whenever in these bylaws the term member or members
shall be used unless otherwise specified, it shall mean a member(s) in good standing having the right to vote.
(B) Associate Members
All Associate and Youth Members are entitled to speak concerning any matter before the Annual or any special meeting but are not entitled to vote.
© Quorum
At any meeting of the members of the Association a quorum to do business shall consist of the majority of the largest number of Regular Members in good standing that have registered at such meeting.
(D) Proxies
Voting by proxy shall not be permitted.
(E) Special Measures
An affirmative vote of two thirds of the registered Regular Members present and voting at any Annual or
special meeting shall be required to: amend a Bylaw; amend the Articles of Incorporation: or dissolve the corporation. Proposals to amend a Bylaw; amend the Articles of Incorporation: or dissolve the corporation may be proposed at an Annual Meeting and voted upon at the next Annual Meeting. Proposals to amend a Bylaw; amend the Articles of Incorporation; or dissolve the corporation may be made by a petition signed by at least five (5) percent of the voting members as of the April 1st preceding the meeting, or by a majority of the Board of Directors, and notice of such proposals shall be published in the Miniature Horse World or by mail to all members, at least sixty (60) days prior to the next Annual Meeting or special meeting. Requirement for due notice of intent to amend a Bylaw; amend the Articles of Incorporation; or dissolve the corporation shall thus be deemed satisfied and next Annual Meeting or special meeting may proceed to take final action. All bylaw changes ratified at the Annual Meeting would become effective January 1st proceeding the Annual Meeting in which they are passed.
Here are some of the rules and other related voting information -
----------------------------------------
ARTICLE V - CORPORATE POWER
Section 2, Powers of the Members
(A) Exclusive Powers
The Regular Members at any Annual Meeting or Special Meeting provided for in Article VI, Section 4-E hereof, shall have exclusive powers to amend the Bylaws; amend the Articles of Incorporation; and dissolve the corporation.
Section 3, Powers of the Board of Directors
(A) Enumeration
The Board of Directors shall have the power and authority to make, amend, repeal, and enforce such rules and regulations, not contrary to law, the Articles of Incorporation or these Bylaws, as they may deem expedient and necessary concerning the conduct, management and activities of the Association, including but not limited to the setting and collection of dues and fees, (excepting registration fees) regulations regarding stud book, registration, the expenditures of money, the auditing of books and records, the awarding of championships, the conducting of shows, contests, exhibitions, sales, social functions and other details relating to the general purposes of the Association. All of the foregoing are subject to revision or amendment by the members at any regular or special meeting of the members provided that written notice of any intention to revise or amend said rule(s) has been published in the Miniature Horse World or official correspondence at least sixty (60) days in advance of that meeting.
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ARTICLE VI - MEETINGS
Section 2, Special Meetings
Special Meetings of the members may be held at such time and place as may be designated in the notice thereof, whenever such notice shall be mailed by direction of a majority of the Board of Directors or by notice signed by no less than twenty (20) percent of the regular members as of April 1st immediately preceding such notice.
(A) Notice
Notice of a special meeting shall be given by publishing such notice in the Miniature Horse World or AMHA
Newsletter or by mailing written notice to member’s address as shown in the Association’s records, at least
sixty (60) days prior to such meeting, stating the time and place of such meeting to all members of the
Association. Notice of each meeting will indicate briefly the subject or objects thereof shall be given in the same manner as provided with respect to notice of annual meetings.
(B) Business
Only items specified in the notice of the special meeting can be transacted at such meetings.
Section 3, Attendance
All members in good standing of The American Miniature Horse Association Inc., whether Regular, Lifetime, Associate, or Youth shall be entitled to attend any Annual or Special Meeting of the Association, and shall have floor privileges.
Section 4, Voting
(A) Regular Members
All Regular Members who have attained the age of nineteen (19) years as of thirty (30) days preceding such
meeting and who have been Regular Members for at least six (6) months are entitled to vote on any matter
before the Annual Meeting or any special meeting. Whenever in these bylaws the term member or members
shall be used unless otherwise specified, it shall mean a member(s) in good standing having the right to vote.
(B) Associate Members
All Associate and Youth Members are entitled to speak concerning any matter before the Annual or any special meeting but are not entitled to vote.
© Quorum
At any meeting of the members of the Association a quorum to do business shall consist of the majority of the largest number of Regular Members in good standing that have registered at such meeting.
(D) Proxies
Voting by proxy shall not be permitted.
(E) Special Measures
An affirmative vote of two thirds of the registered Regular Members present and voting at any Annual or
special meeting shall be required to: amend a Bylaw; amend the Articles of Incorporation: or dissolve the corporation. Proposals to amend a Bylaw; amend the Articles of Incorporation: or dissolve the corporation may be proposed at an Annual Meeting and voted upon at the next Annual Meeting. Proposals to amend a Bylaw; amend the Articles of Incorporation; or dissolve the corporation may be made by a petition signed by at least five (5) percent of the voting members as of the April 1st preceding the meeting, or by a majority of the Board of Directors, and notice of such proposals shall be published in the Miniature Horse World or by mail to all members, at least sixty (60) days prior to the next Annual Meeting or special meeting. Requirement for due notice of intent to amend a Bylaw; amend the Articles of Incorporation; or dissolve the corporation shall thus be deemed satisfied and next Annual Meeting or special meeting may proceed to take final action. All bylaw changes ratified at the Annual Meeting would become effective January 1st proceeding the Annual Meeting in which they are passed.
