SECTION 1. NAME: This organization shall be called the Central Oregon Paint Horse Club. The abbreviation shall be COPHC.

SECTION 2. PURPOSE: The Club shall at all times be operated and conducted as a non-profit organization in accordance with the laws of the State of Oregon providing for such organizations and by which it shall acquire all such rights as granted to organizations of this kind.

The purpose of this Club shall be to promote and stimulate interest in the Paint Horse by encouraging Paint breeding for conformation and ability; by promoting interest in the Paint as a breed; by sponsoring and/or encouraging Paint Horse classes in all shows, pleasure and trail riding, racing and all activities of the same nature by promoting good horsemanship and good sportsmanship; and by educating the American Paint Horse Association.

SECTION 3. LOCATION: The Club shall cover the area beginning at the northwest corner of Hood County proceeding easterly along the north state line of Oregon to the intersection of Sherman County, thence south to the south boundary of Sherman, thence east along Wheeler County, and Grant to the intersection of Baker. Thence southerly along Baker and Malheur Counties to the state line. Thence westerly to the intersection of Klamath County, thence north along county line to the intersection of Lake County, thence west through the center of Klamath County to the Douglas County line, thence north along the counties of Lane, Linn, Marion, Clackamas and Multnomah to the point of beginning.

The counties of COPHC shall be Hood River, Wasco, Jefferson, Wheeler, Grant, Harney, Crook, Deschutes, Lake and the northern part of Klamath. Its members may be residents of any state, territory or country. The principal place of business shall be the address of the current duly elected Secretary, but business may be carried out at any place convenient to such members or officers as may be participating.

SECTION 4. CORPORATION SEAL: The Seal of Corporation shall be in the charge of the Secretary.

MEMBERS

SECTION 1. Members of the Club shall be admitted, retained and expelled in accordance with such rules and regulations as the Board of Directors adopt. Membership shall not be limited to individuals, but may include firms, corporations, executors, trustees and institutions of learning.

SECTION 2. There shall be no shares of stock and only one class of members, and membership shall be open to all persons who subscribe to the aims of the Club, abide by the rules and regulations, and assist in furthering its purposes and objectives. Charter and Life membership to be awarded by voting of majority of members in good standing.

SECTION 3. All adults members, while in good standing, shall have equal rights, interest and responsibilities with the respect to the Club and its property, shall have the right to vote in person in all membership meetings, and to hold office and committee assignments, except as otherwise limited. Any member of the Club holding office who is delinquent in dues shall be removed from office automatically. Whenever in these by-laws the terms “member or members” shall be used, unless otherwise specified, it shall mean a member or members having the right to vote. Each adult membership entitles the member or members to one vote, but no more than two votes per immediate family shall be legal even if the family has more than one membership such as partnership, corporation, etc. Minor children (18 and under) of the immediate family are non-voting members.

DIRECTORS

Section 1. The business and property of the Club shall be managed and controlled by the Board of Directors hereinafter created and empowered. Members of the Board of Directors may succeed themselves in office but each person must be elected and re-elected individually.

The Board of Directors shall consist of no less than 8 and no more than 12 members, elected by the membership to hold office for a two-year term, three people being elected.

The President shall serve as Chairman of the Board, the Chairman voting only to break a tie. In addition to Directors so elected, all present and future past presidents of the Club shall be director for one year after expiration of their term with voting privileges.

Each director elected shall be a bonafide resident of the area. Only one member of any family or firm may sit on the Board of Directors. Persons elected to the Board of Directors will pay their dues before taking office. No members shall hold office without being at least 21 years of age.

SECTON 2. If a director misses two meetings without due cause he or she will automatically be dropped from the Board of Directors and replaced at the next meeting of the Board. If any director or officer fails to properly discharge his or her duties, he or she may be removed from office by a majority vote of the Board of Directors.

In case of any vacancy in the Board of Directors by death, resignation, unauthorized absence, disqualification, increase in number, or other cause, the remaining directors by affirmative vote of a majority thereof may elect a successor, or the President shall appoint a successor to be approved by the Board of Directors.

SECTION 3. The Board of Directors shall have the power and authority to make, amend, repeal and enforce such rules and regulations, not contrary to the law or the Certificate of Incorporation or these by-laws, as they deem expedient concerning the conduct, management, and activity of the Club, the admission, classification, qualification, suspension and expulsion of members, removal of officers, the rules and regulations governing the procedure of such suspension and expulsion and removal, the fixing and collection of dues and fees, the expenditure of money, the auditing of books and records, the awarding of championships, the conducting of shows, contests, exhibitions, races, sales and social functions and other details relating to the general purpose of the Club, all, however, subject to revision or amendment by the members at any regular or special meeting of the members, provided written notice of intention by any member to move the revision or specified amendment of any regulation shall have been mailed to all the Board of Directors and the Secretary at least thirty (30) days in advance of the meeting.

SECTION 4. Treasurer’s responsibilities shall also include a financial report annually to be distributed to all club members.

SECTION 1. OFFICERS: The officers of the Club shall be President, Vice President, Secretary and Treasurer, and such other officers as may be authorized by the Board of Directors. All officers shall be elected from the Board of Directors, and such officers shall hold office for a period of one year and until their successors are elected and qualified.

SECTION 2. The written contracts of the Club shall be executed in behalf of the Club by the President or Vice President and attested by the Secretary and the Corporate Seal.

SECTION 3. PRESIDENT: The President shall be the chief executive officer of the Club and shall preside at all meetings of the Board of Directors. He/she shall see that the by-laws, rules and regulations of the Club are enforced and shall perform all other duties that maybe be prescribed from time to time by the Board of Directors.

SECTION 4. IMMEDIATE PAST PRESIDENT: The Immediate Past President shall serve on the Board of Directors after expiration of term, with voting privileges.

SECTION 5. VICE PRESIDENT: The Vice President shall preside in the absence of the President and shall perform such duties as prescribed by the President and succeed the President should the office by vacated prior to the regular election of a successor.

SECTION 6. SECRETARY: The Secretary shall be directly responsible to the President for the operation and management of the business office. The Secretary shall cause to be kept all of the records and minutes of official meetings of the Club, cause to be made any annual reports to the Club, State, Federal Government, and other reports that may be required, and conduct the correspondence of the Club. The Secretary will turn all collected monies to the Treasurer.

SECTION 7. TREASURER: The Treasurer will be directly responsible to the President for the proper management of all monies and property of the Club and will prescribe the necessary record keeping to meet requirements of the Club, State and Federal Government.

The Treasurer will return a financial report at the first annual membership meeting following the close of the Club year and at such times as the President or Board of Directors may require. The Treasurer shall present a Treasurer’s Report at each Club meeting if requested or required by the Board of Directors or members.

The Board of Directors reserve the right to authorize an Attorney or Certified Public Accountant to inspect all books and records of the Corporation maintained by the Secretary and Treasurer for any proper purpose at any reasonable time.

SECTION 8. SURETY BONDS: The Secretary and Treasurer and all other officers and employees of the Club, who may have the handling of any funds of the Club, shall give a Surety Bond to be furnished at the expense of the Club for the faithful discharge of his or her duties, if so required by the Board.

SECTION 9. VACANCIES: All vacancies in the positions of the officers of the Club shall be filled from the Board of Directors for the unexpired term, except the Secretary or Treasurer which may be appointed by the President or the Board of Directors, and need not be a member of the Board; and those so succeeding or appointed shall serve until the election and acceptance of their duly qualified successors.

SECTION 1. The Board of Directors, from time to time, may create and empower other committees, general or special. The Board of Directors, by resolution adopted by a majority of the directors in office, may designate one or more committees, which to the extent provided in such resolution, in the Articles of Incorporation, or in these by-laws, shall have and exercise the authority of the Board of Directors in the management of the Corporation.

General or special committees shall consist of two or more persons, the chairperson maybe appointed by the President or the Board of Directors; the remainder may be chosen by the chairperson and need not be directors. The designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed on it or him or her by law. Any non-director who becomes a member of any such committee shall have the same responsibility with respect to such committee as a director who is a member thereof.

SECTION 1. All officers and directors shall be elected by written vote. Each officer shall be nominated, voted upon by written ballot, and election completed before nomination can be accepted for the next office.

SECTION 2. ELECTION OF DIRECTORS: The President shall appoint a nominating committee at least 60 days prior to the annual membership and directors meeting. The committee shall consist of no less than two (2) nor more than three (3) members. The current President shall serve as the chairperson or shall designate the chairperson of this committee.

The nominating committee shall prepare a recommended slate for election of the members of the Board of Directors. This slate shall be sent to all voting members at least 30 days prior to the election meeting. Prior to casting a written vote, further nominations will be taken from the floor. Any nominated member shall become a member of the Board of Directors by a majority vote of all members present at the election meeting plus any votes cast by mail prior to the meeting by any member not present at the meeting.

The elections shall be held annually on the date agreed upon by the Board of Directors. The new directors will be installed at the annual membership meeting. Newly elected directors will work with the outgoing directors until the new directors are officially installed at the annual membership meeting.

MEETINGS

SECTION 1. REGULAR MEMBERSHIP MEETINGS: The regular monthly meeting of the members shall be held any set time and place desired for the purpose of installing or electing directors or officers and for the transaction of such other business as maybe brought before the meeting.

Notice of the monthly meeting shall be given by mailing a notice stating the time and place of such meeting to the last known address of each member in good standings not less than 10 nor more than 50 days prior to the date of such meeting. If special topics are to be discussed and/or voted upon, members will be notified or these topics.

SECTION 2. SPECIAL MEETINGS: Special meetings of the members may be held at such time and place as may be designed in the notice whenever called in writing by direction of the President or by a majority of the Board of Directors or by a notice signed by not less than 20 percent (20%) of the members then in good standings.

Notice of each special meeting indicating briefly the object or objects thereof shall be given in the same manner as provided with respect to notice of annual meetings. Only business listed on the agenda can be voted upon at this special meeting.

SECTON 3. Any meeting of the members held in accordance with the foregoing provisions as to notice, one-half of the Board of Directors attending the meeting constitutes a quorum unless otherwise required by law. Should a quorum not be present, the officers attending the meeting shall adjourn the meeting.

SECTION 4. Any officer of the Club may call the meeting of the members to order and may act as chairman of such meeting, precedent being given as follows: President, Vice President, Secretary and Treasurer. In absence of all such officers, members present may elect a chairman.

The Secretary of the Club shall act as the Secretary at all meetings of the membership, but in his or her absence, the directors may appoint any person to act as secretary for the meeting.

SECTION 5. BOARD OF DIRECTOR MEETINGS: The Board of Directors shall meet at least twice a year. One such meeting shall be held in the first half of the year and the last regular meeting is to be held in the last half of the year. Stated times and places of the two mandatory regular meetings may be set by rule and no notice of the meeting shall be required, or the meeting may be held at a time and place set by the President or by a majority of the directors and notice of such meeting shall be given not less than 10 or more than 50 days prior to the date of the meeting. The board by rule, may provide for other regular meetings at stated time and places of which no notice shall be required.

SECTON 6, At meetings of the Board of Directors, business shall be transacted in such order as the Board may determine. At any meeting of the Board, a majority shall constitute a quorum.

SECTION 7. Annual meetings will be held in the month of November to determine year-end matters and election of officers.

These by-laws may be amended at any official meeting with a quorum present by an affirmative vote, by written ballot, of two-thirds of the members present at the meeting. Proposed amendments shall be made in writing to all voting members in good standing at least 10 days prior to the meeting.

The Board of Directors is responsible for establishing the rules consistent with and supplementary to the Articles of Incorporation and by-laws for the general administration of the business of the Club. The rules shall be published and distributed to the members, with revisions published when sufficient changes to the rules warrant a new publication.

SECTION 1. The Corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, rather civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, against expenses (including attorney fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him/her in connection with the action, suit or proceeding if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his/her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he/she reasonably believed to be in or not opposed to the best interest of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

SECTION 2. The Corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he/she is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, against expenses (including attorney fees) actually and reasonably incurred by him/her in connection with the defense or settlement of the action or suit if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which the person shall have been adjudged to be liable for negligence or misconduct in the performance of his/her duty to the Corporation unless and only to the extent that the court in which the action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, the person is fairly and reasonably entitled to indemnity for the expenses which the court shall deem proper.

The provisions for the distribution of assets on dissolution or final liquidation are that upon dissolution of the Corporation, the Board of Directors will authorize payment of all liabilities and obligations of the Corporation or all of the assets of the Corporation will be distributed to its creditors for application to the outstanding debts, obligations and liabilities of the Corporation to the fullest extent possible and all remaining property and assets of the Corporation, if any, will be transferred to The American Paint Horse Association, to be put into the Youth Development Fund, Fort Worth, Texas, an organization engaged in an activity substantially similar to the Central Oregon Paint Horse Club, in accordance with the provisions of ORS 61.530.

SECTION 1. Disciplinary action to any member shall be taken by the Board of Directors as laid out in the APHA Rulebook. All members shall be given prior notice of their proposed action and shall be given a chance to appear in person before such disciplinary committee.

SECTION 2. This action will be evoked by the breaking of Club or APHA rules or actions causing a bad reflection on this organization or the Paint Horse breed.

SECTION 3. Anyone suspended by the APHA is automatically suspended by the Club.

In any conflict between the Constitution of the Club and the Rules and By-Laws of the American Paint Horse Association, the rules of the American Paint Horse Association will govern.

By-laws are updated, amended and approved as of 1/1/07.

Karen White,  President
Kay Simmelink, Secretary
Carolyn Horning,  Vice President
Judy Hull, Treasurer
Kay Simmelink, Newsletter Editor and Web Master
Board of Directors:
Jim Schehen
Steve Hull
Gigi Cramer
Bea Lantz

LOGO since 1979