By-Laws and Policies

BY-LAWS OF LEAGUE OF AGRICULTURAL AND EQUINE CENTERS, INC.

Last amended (January 2022)

ARTICLE 1. Name

The name of this organization shall be the League of Agricultural and Equine Centers.

ARTICLE 2. Purpose

The purpose of this organization is to serve as a communications network, to provide educational and professional development opportunities, and to promote higher professional standards to and among the management and staff of facilities that host equine and agricultural events.

ARTICLE 3. Membership

Section 1. – Center Membership of the organization is available to facilities with the capacity of hosting sanctioned and non-sanctioned agricultural and equine multiple day events.
One individual shall represent the Center
Section 2. – Allied Membership of the organization is available to entities that do not meet the criteria of ARTICLE 3,

ARTICLE 4. Meetings, Quorum, and Vote

Section 1. Annual Meeting – The organization shall hold an annual meeting and symposium of the members for the election of Directors and for the transaction of such other business as may properly come before the membership. The place and time of the annual meeting shall be determined by the Board of Directors.
Section 2. Special Meeting – Special meetings of the Members may be called by the Board of Directors for any purpose, at any time. Notice for any special meetings shall be sent to all Members at their last known address or by electronic methods at least 30 days prior to the date of the meeting.
Section 3. Meeting Notice – Notice of the annual meeting of the organization shall be sent to all Members at their last known address or by electronic methods at least 90 days prior to the date of the meeting.
Section 4. Quorum – A quorum for an annual or special meeting shall consist of members present.
Section 5. Voting – At each meeting of the Members, every Center Member and Allied Member in good standing is entitled to one (1) vote, which shall be cast in person by the designated representative of the Member. Allied Members are allowed to vote only on the election of the Director representing Allied Membership.Voting shall be governed by parliamentary procedure according to “Robert’s Rules of Order.”

ARTICLE 5. Dues

Membership, without stock, shall be subject to the payment of annual dues set by the Board of Directors.

ARTICLE 6. Board of Directors

Section 1. Directors

a. The business of the organization shall be conducted by a Board of seven (7) Directors but no more than fifteen (15) Directors, including officers. One Director may be from the Allied Membership having held a consecutive membership in good standing for the past three (3) years. An Allied Member who may be elected to the Board of Directors may not occupy an officer position. All Directors shall be elected for a term of three (3) years. Beginning with the 2017 election, after serving three (3) consecutive terms, a Director must vacate his position for at least one (1) year before seeking re-election to another term. Fulfilling an incomplete term is not considered part of the term limit. Elections shall be conducted at each annual meeting of the membership. The elected Directors will be responsible for electing, from within their ranks, the following Officers: Chairman, Vice-Chairman, Secretary and Treasurer, who shall serve with bond.

b. The Chairman of the Board of Directors will appoint, from within the current serving Board members, the Nominating Committee. That committee will consist of three (3) members.

i. The Nominating Committee will identify candidates to fill each open position and/or expired term among Directors at the time of the annual meeting.

ii. The Nominating Committee may publish a call for candidates and eligible candidates must provide a cover letter and resume.

iii. The Nominating Committee will prepare a slate of candidates for election as Directors using the names of the individuals responding to the call for candidates, in addition to the names of individuals brought to the attention of the Nominating Committee by other means.

iv. The Nominating Committee will present the slate of candidates and their qualifications to the full Board of Directors at the last regularly scheduled Board meeting of a calendar year prior to the next year’s annual meeting and symposium. The Board will make a recommendation to the full membership on the slate of candidates via email to the membership at least five (5) days prior to the first day of the annual meeting and symposium.

v. Voting and Nominations from the floor. Voting by the membership is to occur via written ballot only. Nominations from the floor will be taken in successive order. Floor nominees may remain in the meeting during floor nominations, voting and counting. All floor nominees will be required to acquire and sign a Floor Nomination Application form prior to any submission of floor nominations.

Section 2. Quorum – A majority of the Directors shall constitute a quorum at any meeting.
Section 3. Vacancy – Any vacancy may be filled by a majority vote of the Board.
Section 4. Removal - Any Director may be removed from the Board due to unsatisfactory service or non-performance of duty by a majority vote of the remaining members of the Board.
Section 5. Compensation - Directors shall not receive any salary for services as a Director. The Board of Directors, under certain circumstances, may reimburse Directors for expenses incurred serving the League as a Director.

ARTICLE 7. Duties of Directors

Section 1. Management of Business - The Board shall be responsible for general supervision and control of the business affairs of the organization. It shall make all necessary rules and regulations consistent with law, the articles of incorporation, or these Bylaws for the management of the organization. It shall be the duty of the Board to properly record all business transactions.
Section 2. Meetings - The Board shall meet a minimum of four (4) times each year. The dates, times, and locations will be determined by the Board.
Section 3. Officer Duties

a. The Chairman shall preside over all meetings of the organization and of the Board and shall perform other duties as prescribed by the Board.

b. The Vice-Chairman shall be vested with all the duties of the Chairman in his/her absence or disability, shall be generally in charge of all committee work, and shall perform other duties as prescribed by the Board.

c. The Secretary shall keep a complete record of all meetings of the organization and the Board and shall serve all notices required by law and/or these by-laws

d. The Treasurer shall keep a complete record of all business of the organization; shall make a full report of all matters and business pertaining to his/her office to the members at the annual meeting; shall make all reports required by law; and shall perform other duties as prescribed by the Board. The Treasurer shall present a yearly financial summary at each annual meeting.

e. An Executive Staff may be appointed by the Board of Directors. The primary responsibility of the executive staff shall be: to administer, implement, and bring together the member services, activities, and programs of the association for the benefit of League members as directed by the Board of Directors. The executive staff shall serve at the discretion of The League Board of Directors, subject to the terms of an independent contractor agreement. The executive staff shall work closely with the Board of Directors and committee members as well as responding to the needs of the membership-at-large to bring about program results. The executive staff shall perform other duties from time to time as deemed necessary by the Board of Directors. The executive staff is a non-voting position of The League.

ARTICLE 8. Financial Matters

Section 1. Contracts - Except as otherwise provided in these Bylaws, the Board may authorize any officer or officers, agent or agents to enter into any contract or execute and deliver any instrument in the name and on behalf of the organizations and such authority may be general or confined to specific business. No debts shall be contracted against the organization and such authority may be general or confined to specific business. Contracts or Memorandums of Understanding that commit the organization financially or to the performance of any services must be approved by vote of the Board of Directors.
Section 2. Checks, Drafts, Etc. - All checks, drafts, or other orders for the payment of money and all notes, bonds, or other evidence of indebtedness issued in the name of the organization shall be authorized by the Board of Directors. Any and all banking, investment or other financial accounts held by the organization shall have two (2) Board of Directors members in good standing as signatories on said accounts. Selection of these two (2) Board Members shall be made by the current Board Chairman. All encumbrances and expenditures exceeding ten thousand dollars ($10,000.00) must be approved by vote of the Board of Directors.
Section 3. Deposits - All funds of the organization shall be deposited promptly to the credit of the organization in such bank or banks as the Board may select.
Section 4. Fiscal Year - The fiscal year of the organization shall be from January 1 through December 31.
Section 5. Accounting System and Reports - The Board shall establish and maintain, in accordance with generally accepted principles of accounting, an appropriate accounting system including reports.
Section 6. Financial Review – A minimum of every two (2) fiscal years, the financial records, including the financial statements, bank statements, check registers, tax returns and any supporting documentation deemed necessary, shall be reviewed for the previous two (2) years. The Chairman of the Board shall appoint at least two (2) Board members to conduct the review. The Board may choose, at any time, to have the financial records audited by a certified public account. In such case, the above mentioned review would not be necessary for any year being audited.
Section 7. Non-liability for Debts - No individual Member shall be personally responsible for any liability of the organization. The Members' private property shall exempt from execution or liability for any debt of the organization.

ARTICLE 9. Bylaws

Section 1. Promulgation - The Board shall have the power to promulgate such Bylaws as may seem expedient by a majority vote.
Section 2. Contradictions - Any Bylaws found to be in violation of law, or the articles of incorporation shall be void.

ARTICLE 10. Amendments

These Bylaws may be amended by a majority vote at the Annual Meeting of the Center Membership, provided that a copy of such proposed amendment(s) shall have been included with the Annual Meeting notice (a minimum of 90 days).

ARTICLE 11. Dissolution

In the event of the dissolution of the Corporation, the principal assets of the Corporation will, after payment of all debts and expenses, be transferred to another tax exempt organization, or to the United States of America, as the Board of Directors shall determine.

ARTICLE 12. Indemnification

This organization shall, to the full extent permitted by law, indemnify any Director or Officer against expenses including attorney's fees, judgments, fines, and amounts paid in settlement reasonably incurred in the defense of any action, suit, or proceeding, civil or criminal, in which he/she is made a party by reason of being or having been such Director or Officer of this organization, except in matters in which it is finally adjudged in such action, suit, or proceeding that he/she is liable for negligence or willful misconduct in the performance of his/her corporate duties.

ARTICLE 13. Headings

The headings used in these Bylaws are for the convenience of reference only and are not intended in any way to define or describe the scope or intent of any provision of these Bylaws.

POLICIES & GUIDELINES OF LEAGUE OF AGRICULTURAL AND EQUINE CENTERS, INC.

Last amended (January 2022)

Privacy Policy

The League of Agricultural and Equine Centers is committed to protecting the privacy of its members. This policy outlines how we handle information provided to us by our members. When a member provides information to us, we will treat it according to this policy. We encourage all members to read this privacy policy.

We protect the information our members share with us when they submit a membership application, membership renewal, or any other application or registration for League programs and services. Access to this information is limited to other League members and League staff who need access to do their job. On occasion, authorized third-party agents may also need access to some of this information. For example, if we need to ship something to a member, we must share the member’s name and address with a shipping company. We only provide third-party agents with the minimum amount of information needed to complete the requested service or transaction. We do not otherwise share this type of information with third parties.

Periodically, we send information to our members via email and mail. These mailings will be limited to information about League business, programs and services and may include information about League sponsors. We do not share, sell or rent our mailing list or membership list, except as may be required to facilitate League mailings, such as using an authorized email provider to send out a League e-newsletter. Our members will have access to our membership list, including contact information, and we ask our members to treat this information as confidential and use it only for League business purposes. Any member who abuses the privilege of access to League information may have their membership revoked.

From time to time, we may gather information from our members for the purpose of providing them with useful data for their businesses. This data may include sensitive business information, such as salary ranges for employees. When we gather such information, we will keep individual responses confidential. Access to individual responses will be limited to those staff members whose job it is to collect and aggregate the data. We may aggregate all members’ responses into a single data set, remove all potentially identifying details, and then make the aggregated data available to our members for use in their businesses. We may also share this aggregated data with third parties for business purposes, such as soliciting new League members or working with other organizations to achieve common business goals.

From time to time, we may gather credit card information from our members for the purpose of payment for League membership or services. We will maintain this information in hard copy form in League offices, and access to such information will be limited to League staff who need access to do their job. Credit card information submitted for online payments will not be stored by the League office.

We may respond to subpoenas, court orders, or legal process. We also may choose to establish or exercise our legal rights or defend against legal claims. We may collect and possibly share information in order to investigate, prevent, or take action regarding illegal activities, suspected fraud, situations involving potential threats to the physical safety of any person, violations of the terms and conditions of our website, or as otherwise required by law.

We may process or store members’ information in U.S. databases. However, we will not retain members’ information longer than is necessary for the purposes for which it was collected.

If you have any additional privacy questions or comments related to this privacy policy, please contact us.

All updates to this policy will be posted here. Last update: August, 2015.

Publication Policy

This policy governs non-commercial publication of events, career opportunities, facility news and industry news alerts which may be published in League newsletters, on the League’s website, social media pages, included in special mailings and/or registration package inserts for League sponsored programs.

Listing is free to League members in good standing (paid in full on all accounts.) Listing for ALL non-members is $125 per piece. Listing or publication will be for a maximum of 30 days on the website and one issue annually in the newsletter.

The listing or publication shall not exceed 100 words. Executive staff reserves the right to condense/edit submission to conform to space limitations.

Waiver of fees and/or size of member/non-member publications may be approved by a majority vote of the League Board of Directors.

Annual Conference Symposium Host Site Recommended Guidelines

1. The Executive Staff shall have a host facility in place at the time the request is submitted to the League Board of Directors for consideration.

2. The Executive Staff will handle the following arrangements for the Symposium:

a. Selection of the host hotel. The host hotel must be a full-service hotel property with an in-house restaurant, catering services, fitness facility, business center, internet capacity, AV services, onsite parking, on-line room reservation capabilities, concierge services and laundry services.

Hotel property must have a minimum of two (2) meeting rooms, each with a capacity of 150 seated theatre style or classroom style, open area for cocktail reception, and seated meal function. There must also be a separate board room set for up to twelve (12) people available all Symposium days.

Hotel must have a separate room or foyer adjoining the meeting space to accommodate 8’ x 10’ trade show booths or 6’ display table spaces up to twenty (20) in total or a suitable space in the meeting rooms.

Hotel must be located within sixty (60) minutes of a regional or international airport. Preference will be given to hotels that have airport shuttle service and are able to provide a hospitality suite or area.

b. The Executive Staff will present a recommended Symposium agenda to the League Board of Directors at the six (6) month window prior to the conference. That agenda shall include: detail on meeting requirements, meal requirements, suggested speakers, social/hospitality functions, and sponsors exclusive to the Annual Symposium.

c. The Executive Staff will submit to the League Board of Directors a Symposium Budget at three (3) month intervals leading up to the Symposium dates.

d. The Host Facility and/or Executive Staff suggested options:

i. Secure sponsors for meals/hospitality functions, meeting room charges, facility tour fees, attendee gifts and transportation.

ii. Provide welcome gift for attendees.

iii. Secure the hotel Symposium room rate guarantee three (3) days on both sides of the Symposium dates.

iv. Secure at least two (2) equine facility tours during the dates of the Symposium.

v. Secure a facility to host League equipment sponsor demos to take place during the Symposium dates. Facility should have a competition quality equestrian dirt show arena.

e. It is recommended the Host Facility sponsor a reception or evening dinner and provide staff to assist Executive Staff with all aspects of the Annual Symposium from advance publicity through the conclusion of the event.

The League Footing Academy Site Recommended Guidelines

1. The Executive Staff will present to the League Board of Directors a facility’s request to host the Academy.

2. The Host Facility is responsible for the following arrangements:

a. Secure, at no fee, a minimum of one indoor or covered all-weather facility for up to three consecutive days. Facility must be within sixty minutes of an airport (regional or international).

b. Facility to provide support equipment for The League Footing Academy: water truck for competition ring, adequate lighting, restrooms and one meeting room with a capacity of fifty guests and basic AV services.

c. Secure a host hotel. Hotel should be a full service property with in-house restaurant, catering capability, fitness facility, a business center, meeting space, on-site parking and complimentary airport shuttle service.

d. Hotel should be within thirty minutes of host facility.

e. Host Facility shall greet Academy attendees and assist with on-site registration.

f. Host Facility shall be responsible for any and all additional expenses incurred such as marketing, advertising, evening meals.

3. Host Facility added options:

a. Provide or arrange with the host hotel shuttle service each Academy day to and from the host facility.

b. Provide attendee lunches each Academy class day.

c. Provide a welcome reception for Academy attendees.

d. Welcome gift for all attendees.

Annual Conference Symposium and The League Footing Academy- Host Site Employee Regulations

The Host Facility for the League Annual Symposium and The League Footing Academy may allocate up to three (3) employees with a “waived” registration fee. These registrations will not include additional costs (CEU credits, travel, meals outside of Symposium or Academy, or activities scheduled prior to or post conference/academy). Any additional costs for facility employees will be assumed by the individual or facility of employment.

Eligibility Requirements for Nomination and Service on the League Board of Directors for Center Members

Candidate for Board consideration must be the voting designee for a Center member in good standing. Good standing members shall be current League members and possess no outstanding financial debts to the League.

The League Center member must have been a League member in good standing for a minimum of three (3) consecutive years. Candidates must have attended 2 Symposiums in the last three (3) consecutive years.

An individual with any financial interest or doing business with the League is not eligible to serve on the Board of Directors.

Nominations will be accepted from the floor, however candidates must declare the day preceding League Board Elections by 11:59 A.M. local time and must complete a Floor Nomination Application. Floor Nomination Application

Eligibility Requirements for Nomination and Service on the League Board of Directors for Allied Members

Candidate for Board consideration must be an Allied member in good standing. Good standing members shall be current League members and possess no outstanding financial debts to the League.

The League Allied member must have been a League member in good standing for a minimum of three (3) consecutive years. Candidates must have attended 2 Symposiums in the last three (3) consecutive years.

An individual with any financial interest or doing business with the League is not eligible to serve on the Board of Directors.

The Allied member Director shall be elected by a majority vote of other Allied members.

Nominations will be accepted from the floor, however candidates must declare the day preceding League Board Elections by 11:59 A.M. local time and must complete a Floor Nomination Application. Floor Nomination Application

Board Ex-Officio Members

The immediate past Chairman of the Board shall be an ex-officio member of the Board. In the circumstance that the past Chairman is still serving in the capacity as a fully vested member of the Board, the previous past Chairman shall remain in that position. The ex-officio past Chairman may not vote unless the bylaws allow for that right. He/she will be afforded the same rights as other Board members, including debate and making formal motions. The ex-officio past Chairman must have served a minimum of one (1) full (year) term as Chairman of the Board to then serve in this capacity. The duties of the ex-officio past Chairman shall be determined by the current elected Board Chairman.

The League Board of Directors, by a majority vote, may designate an individual to serve on the League Board as an ex-officio member not to exceed a term of one (1) year. He/she may chair a League standing Committee or a Special Projects Task Force.

Board of Directors – Commitment to Serve

Each member of the Board of Directors elected to serve The League of Agricultural and Equine Centers is expected to fulfill the following expectations for the duration of his/her elected term.

1. Attend via conference call all regularly scheduled and special meetings of the Board of Directors.
2. Attend the League Symposium.
3. Attend the annual Board summer planning meetings.
4. Serve as a League Committee Chair, Vice Chair, Committee Board liaison or other service as directed by the Chairman of the Board.
5. Support League programs, events and activities utilizing his/her resources, contacts and industry knowledge.
6. Personally recruit at least two new League members during the term in office.

Executive Staff

1. The League Executive Staff shall consist of an Executive Administrator.

Expenditure Limits

Under the authority from the Chairman of the Board of Directors and the Board of Directors of the League, normal expenditures incurred during the day to day management of the League and League offices are hereby authorized for payment in an amount up to $5,000.00. This authorization includes one-time expenditures of up to $5,000.00. This authority is granted to the League Executive Administrator. Any payment to the League Executive Administrator will be made by a Board Officer.

Any exceptions to the policy must be approved by the League Board of Directors by vote.

Refund of Registration Fees

This policy governs the refund of registration fees for League sponsored events, including but not limited to: Annual Symposium, The League Footing Academy and other League events.

All cancellations must be received in writing by the League office in Dripping Springs, Texas to be processed. The request may be done via US Postal Service or League office email. The request shall include the attendee’s name, email address, membership status and amount paid. The League is not responsible for delayed mail or incorrectly addressed correspondence. Refunds will be issued within sixty (60) days after the League event.

Full refunds of League event registration fees paid, less a $75.00 administrative fee, will be granted until twenty (20) days prior to the first day of the League event. Cancellation requests received after that date will be granted at 50%. There will be no refund request honored within 72 hours of the League event start date.

Social Media

The League maintains a presence on social media in an effort to enhance communication methods. The goal is to inform those interested in the activities of the League and its members. Members are encouraged to submit facility news, events and activities and industry news alerts to the League’s Executive Staff for posting. The League’s Executive Staff reserves the right to accept, reject or edit any submissions for posting.

The League welcomes everyone’s comments and opinions. However, comments that are inappropriate, offensive, factually incorrect or violent in nature may be removed from any of the League’s social media sites by site administrators.

LEAGUE INITIATIVES

Any initiative or program sponsored by or in the name of the League of Agricultural and Equine Centers shall be approved by the League Board of Directors and shall have appropriate signed Memorandums of Understanding, Performance Agreements and/or contracts that detail all parties’ obligations and responsibilities. These will be initiated under the auspices of the League Board of Directors and the Board Chairman.