PRDA By-Laws
Submitted and Approved on 5/11/02

PDRA is a not-for-profit educational and charitable organization dedicated to promoting safe carriage driving skills, preserving the history of carriage driving, and promoting the use of equines in human therapy.

ARTICLE I. OFFICE

The Corporation may have an office or offices in such place or places as the business of the Corporation may require and the Board of Directors may from time to time appoint.

ARTICLE II. MEMBERS

1. The members of the Corporation shall be composed of those persons, or groups of persons, who have made the application for membership or have been appointed by the Board of Directors.

2. The members shall retain their status as members so long as they pay annual dues imposed by the Corporation upon its members and they support the Mission of the Corporation.

3. Types of Membership.

A) All memberships are annual.

B) Voting classes of membership shall consist of: Individual and Family.

C) Honorary memberships may be granted by the Board of Directors to persons who will or have contributed to the Corporation. Honorary members may attend meetings and speak but may not make motions or vote unless the person is also an Individual Member in good standing.

4. Membership dues shall be assessed annually for each type of membership. The membership dues shall be determined by the Board of Directors, and reviewed annually to determine the appropriateness of the amount of dues required to carry out the mission of the Corporation.

5. Membership dues will be due and payable by the last day of December of each year, and if not paid by the date of the Annual Meeting, the member shall then be considered in arrears.

6. Members in good standing are those not in arrears of their dues.

7. Members in good standing shall have the privilege of voting on issues brought to the Membership for this purpose. Each Individual or Family membership, in good standing, shall have one vote.

8. Dues are to be paid in legal tender and are not refundable.

9. Termination of membership, including elected officers, will occur as a result of voluntary resignation, non-payment of dues within 3 months after becoming due, or by expulsion for due cause by two-thirds (2/3) vote of the Board of Directors, to include cruelty, unbecoming behavior, and failure to observe safety rules.

ARTICLE III. BOARD OF DIRECTORS and OFFICERS

1. Board of Directors

A) The Board of Directors of the Corporation shall be elected from among the members
in good standing at the time of the Annual Meeting.

B) The Directors shall carry out the stated mission of the Corporation as a non-profit,
educational, and charitable organization.

C) General Powers of the Board of Directors.

i) The property and business of the Corporation shall be managed under the direction of the Board of Directors of the Corporation, provided that they do not alienate or encumber any such property without the approval of the majority of all members. The Board shall insure through its actions that the mission of the Corporation is carried out. The Board is not authorized to conduct or authorize the conduct of any business in the name of the Corporation that is not in accordance with the stated mission of the Corporation and within the requirements of the Code of Virginia and the Internal Revenue Code as an educational and charitable organization.

ii) The Board of Directors shall elect Officers of the Corporation from among the
Directors.

iii) The Board of Directors shall appoint committees as deemed necessary to carry
out the mission and business of the Corporation. The Board shall make known the existence of such committees to the membership and encourage the members to serve on such committees.

iv) The Board shall adopt operating policies for the orderly conduct of the
Corporation’s business. These policies shall be kept in writing by the Secretary and shall be made available to the membership at the Annual Meeting.

D) Number and Term of Office.

i) There shall be not less than seven (7), nor more than thirteen (13) Directors of the Corporation.

ii) With the exception of the first year of operation, each director shall be elected to
serve for a period of two (2) years. Term of office starts with the first day of the
month following the Annual Meeting.

iii) During the first year of operation, one half (1/2) of the Directors shall be elected for one (1) year.

E) Nomination and Election of Directors

i) At least sixty (60) days prior to the Annual Meeting of the Corporation, the Nominating Committee, appointed by the President, shall decide upon a slate of Directors, and shall present such slate to the Board of Directors of the Corporation not less than forty (40) days prior to the said Annual Meeting.

ii) The Nominating Committee shall make the list of nominations available to the
Membership with the notice of the Annual Meeting.

iii) The Nominating Committee shall accept nominations for additional Directors from
the members in good standing, during the Annual Meeting at an appropriate time for a call of nominations.

iv) The Nominating Committee shall present the said slate or names of the nominees to the members of the Corporation for election at the Annual Meeting.

F) Vacancies.

i) In the case of a vacancy on the Board of Directors through death, resignation,
disqualification, removal or other cause, the remaining Directors, by affirmative vote of the majority thereof, may elect a successor to hold office for the remaining portion of the term of the Director whose place shall be vacant.

ii) The Board of Directors may vote to increase their number to a maximum of thirteen (13) should the Board find that additional Directors are needed to fulfill the mission and purpose of the Corporation. The additional Directors so provided for shall be elected by a majority of the entire Board of Directors already in office, and shall hold office until the next Annual Meeting.

G) Meetings of the Directors

i) The Board of Directors may hold their meetings either within or outside the
Commonwealth or at such a place or places as they may from time to time determine by resolution. All meetings shall be open to the general membership.

ii) Meetings of the Board of Directors, that may be held from time to time, shall be
determined by the President provided that notice of the time or place for holding such meetings of the Board shall be mailed, or set by telephone, or electronic mail by the Secretary, to each Director at least seven (7) days before the meetings.

iii) The first meeting of the Board of Directors shall be held immediately following the
annual meeting of members at which the Board of Directors is elected.

iv) Meetings of the Board of Directors shall be called by the President or his/her
designee.

v) Quorum - A majority of the whole number of Directors shall constitute a quorum for the transaction of business at all meetings of the Board of Directors. Any act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by these By-Laws.
H) Compensation of Directors.

i) Directors shall not receive any stated salary for their services.

ii) Nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity, and receiving compensation thereof.

2. Officers of the Corporation

A) Election, Tenure and Compensation.

i) The Officers shall be Directors.

ii) The Officers of the Corporation shall be no less than President, Vice President, Secretary, and Treasurer.

iii) Officers shall be elected by the members of the Board

iv) No compensation or salary shall be paid to any Officers of the Corporation.

v) In the event that any office required by law becomes vacant, then such office shall be filled in accordance with the provisions of these By-Laws. No business taken by the Board prior to such appointment, other than the appointment of such Officer, shall be null and void.

B) Powers and Duties of the President.

i) The President shall be the chief executive Officer of the Corporation and shall have general charge and control of all its business affairs and properties. (S)He shall preside at meetings of the members. In the absence of the President, the Vice President or Board Member designated by the President if the Vice President is not available, shall preside at that meeting.

ii) The President may sign and execute all authorized bonds, contracts or other obligations in the name of the Corporation and (s)he shall be ex-officio a member of all standing committees.

iii) The President shall have the general powers and duties of supervision and management usually vested in the office of president of a Corporation.

C) Powers and Duties of the Vice President.

i) The Vice President shall have such powers and shall perform such duties as may be assigned to him by the Board of Directors or by the President.

ii) In case of the absence or disability of the President, the duties of that office shall be performed by the Vice President.

D) Powers and Duties of the Secretary.

i) The Secretary shall give, or cause to be given, notice of all meetings of member and Directors and all other notices required by law or by these By-Laws, and in case of the Secretary’s absence or refusal to do so, any such notice may be given by any person there unto directed by the President, or by the Directors.

ii) The Secretary shall record all the proceedings of the meetings of the members and Directors in books provided for that purpose, and (s)he shall perform such other duties as may be assigned to him/her by the Directors or the President.

iii) In general, the Secretary shall perform all the duties generally incident to the office of Secretary.

E) Powers and Duties of the Treasurer.

i) The Treasurer shall have custody of all the funds and securities of the Corporation, and he shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation.

ii) He shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depository or depositories as may be designated by the Board of Directors.

iii) The Treasurer shall disburse such funds of the Corporation as may be directed by the Board of Directors, upon receiving proper vouchers for such disbursements. He shall render to the President and the Board of Directors, whenever either of them so requests, an account of all his transactions as Treasurer and of the financial condition of the Corporation.

iv) The Treasurer shall prepare an Annual Treasurer’s report for the membership at the Annual meeting. A current, dated itemized statement of income, expenses, and the balance is to be available at every Board Meeting. Electronic bookkeeping is to be backed up to disk.

v) The Treasurer shall prepare and the present the Corporation accounts to a designated person for the preparation of annual Corporation income tax returns

vi) The Corporation shall hold a bond on the individual holding the office of Treasurer.

vii) The Treasurer shall perform all the duties generally incident to the office of the Treasurer.

viii) The Board of Directors may request an audit of the Corporation books.

ARTICLE IV. MEETINGS

1. The Annual Meeting of the member of the Corporation shall be held no later than the last day of February, as designated by the Board of Directors for the purpose of:

A) the election, by the members in good standing, of Directors to succeed those whose terms shall have expired as of the date of such annual meeting, and

B) the transaction of such other corporate business as may come before the meeting either by direction of the Board or Motion of any member in good standing.

C) The Board shall provide a minimum of 30 days notice to the members including the date, place and time of the annual meeting and provide an agenda and notice of business to be transacted.

2. The presence in person of any number of members of the Corporation at the time shall constitute a quorum at all meetings of the members except as otherwise provided by law, or by amendment to these By-Laws.

3. Meetings of the members may be called at any time for any purpose or purposes not inconsistent with the Mission of the Corporation or the business of the Corporation, by request of the President, by a Vice President, or by a majority of the Board of Directors.

A) Notice of a general membership meeting shall be sent to the Members as soon as practical and at least four (4) weeks in advance by the Secretary upon receiving the request in writing in keeping with the bylaws. This notice may be sent electronically or in writing.

B) Such request for a Meeting, and notice of a meeting shall state the purpose or purposes of the meeting. Business transacted at all meetings of members shall be confined to the purpose or purposes stated in the notice of the meeting.

4. Conduct of Meetings.

A) The Annual Meeting and meetings of members shall be presided over by the President or, if (s)he is not present, by the Vice President, or, if none of the said Officers is present, by a Chairman to be elected at the meeting.

B) The Secretary of the Corporation, shall take minutes of the Annual meeting. Or if (s)he is not present, the Presiding Officer may appoint a person to act as Secretary of the meeting.

C) The President or Presiding Officer may appoint a Parliamentarian to be present at all meetings of the membership to act in this capacity to assist in the orderly conduct of business in accordance with Robert’s Rules of Order.

ARTICLE VI. BY-LAWS

The By-laws shall be amended by vote of the members at the Annual Meeting. A Director shall, at the Annual Meeting, present amendments of the By-laws to the Membership for such a vote. Notice of such proposed Amendments shall be included in the Notice of the Annual Meeting. Amendments may be proposed by members to the Directors for presentation at the Annual meeting.

ARTICLE VII. FINANCES

1. Any payments made by the Treasurer to any officer, Director, member or designated member of the Corporation, such as expenses fronted for the purpose of the Corporation shall first be approved by a vote of a majority of the Board of Directors, or, in the alternative,

2. The Board may adopt written reimbursement policies for the Corporation and direct the Treasurer to reimburse funds in accordance with these policies. Notice of these policies shall be made to the membership.

3. Bank Accounts and Loans

A) Such Officers or agents of the Corporation as from time to time shall be designated by the Board of Directors shall have authority to deposit any funds of the Corporation in such banks or financial institutions as from time to time shall be designated by the Board of Directors. Such Officers or agents as from time to time may be authorized by the Board of Directors may withdraw any or all of the funds of the Corporation so deposited in any such bank or financial institution, upon checks, drafts or other instruments or orders for the payment of money, drawn against the account or in the name or behalf of this Corporation, and made or signed by such Officers or agents. Each bank or financial institution with which funds of the Corporation are so deposited is authorized to accept, honor, cash and pay, without limit as to amount, all checks, drafts or other instruments or orders for the payment of money, when drawn, made or signed by Officers or agents so designated by the Board of Directors until written notice of the revocation of the authority of such Officers or agent by the Board of Directors shall have been received by such bank or financial institution.

B) There shall from time to time be certified to the banks or financial institution in which funds of the Corporation are deposited , the signatures of the Officers or agents of the Corporation so authorized to draw against the same.

C) In the event that the Board of Directors shall fail to designate the persons by whom checks, drafts and other instruments or orders for the payment of money shall be signed, as herein above provided in this Section, all of such checks, drafts and other instruments or orders for the payment of money shall be signed by the President and countersigned by the Secretary or Treasurer of the Corporation.

ARTICLE VIII. MISCELLANEOUS PROVISIONS

1. The fiscal year of the Corporation shall end on the last day of December.

2. Notice: Whenever, under the provisions of these By-Laws, notice is required to be given to any Director, Officer or member it shall not be construed to mean personal notice, but such notice shall be given in writing: by mail, by fax or by electronic mail.

ARTICLE IX. INDEMNIFICATION

1. All Directors and Officers, or duly authorized Members who shall perform actions at the direction of the Officers and Directors, shall be indemnified and held harmless, and no personal liability shall attach thereto.

2. The Directors shall insure that the Corporation has, and maintains in full effect, a commercial liability insurance policy which shall state that all Directors and Officers are fully indemnified and held harmless for actions taken in the name of the Corporation.

ARTICLE X. CORPORATE SEAL

In the event that the President shall direct the Secretary to obtain a corporate seal, the corporate seal shall be circular in form and shall have inscribed thereon the name of the Corporation.

ARTICLE IX. DISSOLUTION OF THE CORPORATION

Should the Corporation have less than ten members, the Board shall consider the termination of the Corporation in accordance with the laws of the Commonwealth. Should a majority of the remaining members vote to dissolve the Corporation, such dissolution shall include a disbursal of any remaining assets of the corporation in accordance with the Articles of Incorporation, the Code of Virginia and the Internal Revenue Code requirements for a 501©(3) educational and charitable corporation.