Orientation Manual - Appaloosa Horse Club

Transcription

Appaloosa Horse Club
Board of Directors Manual
Guide to Board Service
ApHC Mission Statement:
To honor the heritage and promote the future of the Appaloosa horse.
ApHC Board of Directors Orientation Manual
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Welcome to the ApHC Board of Directors
Congratulations on your election to the ApHC Board of Directors! You may already understand most of the organization’s functions, programs
and activities, but your new role involves additional responsibilities of oversight, guidance and leadership. It is a privilege, not a right be elected to serve on the Board of Directors. Throughout his/her tenure, a Director shall (1) remain an ApHC member in good standing, (2) adhere
to ApHC rules and regulations pertaining to membership, (3) adhere to the Directors Oath of Office, Directors Code of Conduct, Directors
Social Media Principles and Directors Code of Ethics, (4) conduct himself or herself in an exemplary manner such as to favorably reflect on
the Board of Directors and ApHC; and (5) refrain from conduct that is detrimental to the interest of ApHC, its programs, policies, objectives
and harmonious relationship of its members. This manual is intended as a guide to help you fulfill your obligations, but more importantly, to
help you become an effective board member.
A Brief Early History of the Appaloosa Horse Club
In January 1937, the first printed article on Appaloosas appeared in the Western Horseman magazine. Paul Albert, founder and editor of the
Western Horseman, was pleasantly surprised at the reader interest expressed by numerous response letters received. Albert gave a good deal
of encouragement and assistance to horsemen interested in establishing a breed association.
After two years of preliminary work, Claude J.Thompson of Moro, Oregon, undertook the task of incorporating such an organization.Thompson had been raising Appaloosas for many years from his famous “Painter” line of stallions. On December 30, 1938, Thompson incorporated
the Appaloosa Horse Club, Inc. under the laws of Oregon and become the first President of the Club, an office held until June 1948.
The Appaloosa Horse Club, Inc. was first organized with the following objectives: to collect records and historical data relating to the origin of
the Appaloosa horse; to file records and issue certificates of registration for animals thought to be fit foundation stock of the breed; to preserve,
improve and standardize the breed of spotted horses known in the Northwest as Appaloosas.
George B. Hatley of Moscow, Idaho, who had been an Appaloosa fan from boyhood, left the Navy to continue his education and his Appaloosa breeding program. He was appointed Executive Secretary of the Club in September 1947. George Hatley and Dr. Francis Haines the
club’s vice president who eventually became the club historian began to work together on a studbook. Their studbook was ready for distribution in early 1948. The next project was an All-Appaloosa National Show to be held in Lewiston, Idaho, on June 20, 1948, in conjunction with
a business meeting of the club members. On June 19, 1948, a dinner meeting was held at which time seven directors were elected.
One year later on June 17, 1949, the club held its second annual meeting. The groundwork was begun for a tentative registration book, for
inspection of horses, and for deciding on a standard type. At the third annual meeting held on June 24, 1950, two important topics were discussed: tentative registration and standard type. To establish a standard type, a questionnaire was sent to all owners of registered Appaloosas
and the results were incorporated as the standard. It is through the continued hard work of the first elected officers and all officers and staff
in the years past and present that this organization has and will continue to flourish.
True to their long history as an extremely versatile breed, Appaloosas can be found in nearly every discipline, both inside and outside of the
competitive arena —setting speed records on the racetrack, working cattle, performing dressage, jumping, performing western pleasure, endurance riding or serving as reliable family horses and friends.
For more complete history of the Appaloosa Horse Club you can contact and/or visit the Appaloosa Museum.
Beliefs, Objectives and Parameters
These beliefs, objectives and parameters were adopted by the ApHC Board of Directors in 2003
We believe that:
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Integrity and honesty are essential.
Fair, equitable, consistent application of our rules is essential.
Excellence is achievable and worth the effort.
Respect for our individual preference is fundamental.
It is our privilege and responsibility to improve, enhance and promote the Appaloosa and to honor the tradition, history and heritage
of the breed.
Objectives
• Appaloosa is the “Breed of Choice.”
• The Appaloosa Horse Club is regarded as an effective, family-friendly organization.
Parameters
• We will honor our mission and rules, ensuring that ApHC’s activities are consistent with our stated purpose
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• Activities will be based on the value of quality, openness, integrity, responsibility and accountability, board members, committee members, volunteers and employees will act in the best interest of achieving the ApHC’s mission at all times.
• Nothing we support or do will cause injury or harm to the Appaloosa horse or cause detriment to the breed or our members.
Values
• The ApHC Directors and Staff will act with integrity, openness, respect and honesty in all relationships, dealings and transactions. We
will strive to earn and convey trust through these values.
A Board Member Guide to Better Performance
You are not alone
Beyond the policies, procedures and process you will find a community of board and staff members who share your commitment to high
performance. Utilize that network while following protocol whenever you have questions or need assistance. At the same time, your unique
expertise and talents should be shared for the benefit of the members you represent and in the interest of achieving organizational goals.
What does an ApHC director do?
In the most basic terms, a board of directors – and each board member – must be able to assure the membership that the organization works.
Following are general principles each board member should use to evaluate their conduct in meeting responsibilities to the ApHC Board of
Directors, general membership, and to fellow board members. The ultimate success of the ApHC and its programs depends, to a large degree,
on the sound judgment and unbiased attitude of the few, who comprise its board of directors.
Attendance
A member shall attend and fully participate in called meetings of the board of directors to exercise the individual responsibility granted to
them by the board.
Conflict of Interest
A member shall avoid a business or personal situation having a potential for conflict or appearance of conflict with their responsibilities to the
ApHC, or which could tend to compromise their primary duty to further the purposes and policies of the ApHC.
Self-Interest
A member shall refrain from the use of the ApHC, its personnel or property to further their own purposes or business gain, and shall avoid
situations or receipts of benefits that hint of favoritism.
Confidentiality
A member may not divulge to any third party information regarding confidential ApHC registration, membership information, executive
session discussions, personnel matters and similar matters of sensitivity to ApHC operations. Copies of minutes of meetings of the Board of
Directors and its committees may be circulated to other persons unless they contain any such confidential information, in which case such
minutes must remain confidential. This duty of confidentiality to the ApHC shall survive the member’s term as a director.
Opposing Points of View
A member will endeavor to foster harmonious relationships with other members by frank and honest discussion in meetings, and at all times
be open minded, recognizing that expression of an opposing viewpoint is often healthy to ultimate decision making. Many times compromise
that results from these discussions is in the best interest of the ApHC.
Pending Litigation
To coordinate the ApHC’s approach to a case, a director shall not discuss any matter involving pending or threatened litigation with any litigant
or potential litigant or any third parties, but shall refer all inquiry to the Board of Directors or to the ApHC attorney. A director shall also disclose
to ApHC legal counsel any prior knowledge or connection they may have in regard to any subpoenas or threatened litigation. A member (director) must recuse himself or herself from any case in which they have a personal or financial interest and/or conflict of interest. If a member
needs assistance in determining whether such an interest exists, the member shall discuss the circumstances with ApHC legal counsel.
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Representation as an ApHC Spokesperson
No one or no group, regardless of organizational designation or elected position, shall represent themselves as an ApHC spokesperson
without prior approval of the ApHC Executive Committee. This shall include but not be limited to printed and/or electronically transmitted
material. **see Directors Social Media Policy
Compensation
Directors shall not receive any stated salaries for their services as directors or officers, but by resolution of the Board of Directors may be paid
for their expenses, if any, of attendance at each meeting of the Board, and may be paid their expenses incurred in the performance of the
business of the ApHC as previously authorized by the Board of Directors or the President; but nothing herein contained shall be construed
to preclude any director from serving the ApHC in any other capacity and receiving compensation therefore. All directors’ requests for reimbursement connected with ApHC Board meetings must be submitted to the ApHC office for approval and reimbursement within 30 days
following each meeting.
Business Expenses and Record Keeping
It is imperative that expenses for reimbursement are both ordinary and necessary and that proper documentation is provided. Each board
member must adhere to updated ApHC policies and procedures pertaining to travel and entertainment expenses and reimbursement thereof
including the use of a copy of the current expenses voucher form. It is your fiduciary responsibility not only to comply with the minimum
standards set by the Internal Revenue Service, but also adhere to additional internal procedures as established by the board to safeguard and
protect the ApHC’s assets.
Travel Policy
Please contact the ApHC Treasurer for current travel reimbursement and policies.
Moral Ownership
Individuals holding membership with the Appaloosa Horse Club constitute the “moral ownership”of the association. The board represents
this moral ownership. Therefore, each board member shall educate him/herself regarding the values held by those each represents and shall
act under the influence of those values. The board has the obligation to fulfill fiduciary responsibility, guard against undue risk, determine
program priorities, and generally direct organizational activity through its policies.
Board Authority and Responsibility
The Board of Directors is the legal authority for the Appaloosa Horse Club. (See Article IV in the Official ApHC Handbook). As a member of the
Board, A Director acts in a position of trust for the membership and staff and is responsible for the effective governance of the organization.
Term
Directors are elected by eligible and active membership. Directors serve for a three-year term.The terms of office shall be staggered so that the
terms of one-third of the members of the Board of Directors expire each year.
Directors’ Fundamental Responsibilities to the ApHC
Here are some fundamental responsibilities of an effective board:
• Create board policies and assure that those in place are upheld or changed to become more effective.
• Ensure organizational performance via annual CEO evaluation as well as an evaluation of Board performance and rating of meeting
effectiveness.
• Provide leadership by ensuring that strategic planning is kept up to date (and actually used).
• Administer the nomination and election processes.
• Implement effective governance via well researched decisions.
• Clarify subordinate group roles and responsibilities.
• Conduct effective board meetings.
• Understanding changes in the horse industry that are effecting the ApHC
Other board responsibilities:
• Ensuring proper controls, responsibilities and accountability.
• Determining the organization’s mission and purpose.
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Raising money.
Ensuring effective fiscal management.
Engaging in specific strategic thinking/planning.
Orienting new board members to ApHC office procedures and ApHC Board procedures and policies prior to their first duties in ApHC office.
Continuing director policy and program education
Understanding the relationship between board and staff.
Enhancing the organization’s public image by always being positive in discussions of ApHC and ApHC programs and always working
to enhance those programs.
• Organizing board processes for efficient operation.
• Ensuring sound risk-management policies.
The ApHC Culture
In your new role, it is our hope that you will come to appreciate the special opportunity that ApHC board service can offer. The Appaloosa
Horse Club is a well-regarded equine association all across this country and internationally.The ApHC is dedicated to developing and providing programs and services to support Appaloosas and Appaloosa advocates through both competitive and non-competitive events. Our aim
is to project the best in breed values and culture. One of your key responsibilities is to ensure that the ApHC upholds and builds on a long
tradition of trust and service.
The ApHC – Prospects for Growth
A healthy association looks ahead and pursues opportunities for growth. There are always new fields of knowledge to acquire, new information formats to integrate, new technologies to implement, and new groups of members to address. The ApHC should be engaged in both
short term and long range planning in order to remain current, fresh and relevant to our members’ needs. More importantly, a habit of strategic thinking can make all the difference.
The horse industry is always in the midst of change. One important part of your responsibilities as a director is to understand the
ways these changes are affecting the ApHC and to help make plans, both long term and short term to mitigate the problems these changes
may cause.
What’s in it for you?
As an active and effective board member you can gain a variety of benefits from board service. There is personal and professional satisfaction
in making a difference for the organization.You will acquire a new network of associates and friends.You will have the opportunity to learn,
to teach and to share experiences while helping ApHC achieve its goals.
You will gain valuable insights about board and organizational dynamics and take them with you to other positions and roles. Participation in
board activities reinforces the ability to be objective, to brush aside biases, to recognize new approaches to problem solving and to delegate
authority while retaining responsibility.You will also be setting a good example for future board members!
What about your “obligations?”
Service requires time, attention and honest effort.You will be expected to actively participate in the committees to which you are appointed.
Your attendance at board meetings is vital. As a representative of a specific region and territory, it is “assumed”that you’ll want to attend as
many events, meetings and activities in your area as practical. The most important responsibility is to be accessible to the members.You are
their link to the board – and you are the board’s link to them.
Be prepared to respond to a wide variety of questions from ApHC members. Staff can provide information to assist you, but your familiarity
with established rules, policies and strategies will provide a strong base of knowledge from which you can operate. It should also be clearly
stated that board decisions are just that – judgments of the whole, based on thoughtful consideration. After the votes are recorded, a decision
becomes yours to support and implement. This does not preclude you from working to change decisions you may consider wrong or harmful
to the organization, but while in place, these decisions must be supported.
What are your legal responsibilities?
A director’s responsibilities generally encompass the following three duties:
The duty of care requires you to act the way a reasonably prudent person would in a like position and under similar circumstances. Good
faith, honest and candid actions that are intended to deal fairly with all are the hallmarks of the duty of care. At the most basic level, you must
actively participate in board decisions, ask questions to gain the information that you reasonably need to make good decisions, and exercise
independent judgment.You share in all the responsibilities and powers of the directors, and although you may delegate to the staff and committees, you should also monitor their work.
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The duty of loyalty requires you to place the association’s financial and operational interests over your own, or over those of other individuals
or organizations, when you make a decision affecting the association. The duty of loyalty also requires you to refrain from using your position
of trust, or information gained from participating on the board, to further your own personal gain. So if you have an interest in a matter the
board is considering, you are required to disclose it. Moreover, although it is not inherently illegal for you to perform work for the association,
you must follow established conflict-of-interest rules, and the arrangement’s terms must be fair.
The duty of obedience requires you, within the bounds of law, to support the board’s decisions and to abide by your association’s mission
and purposes as expressed in its articles of incorporation, bylaws and policies.Vigorous debate around the board table is expected and encouraged.
Basic legal and fiduciary duties
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Determine and follow your association’s mission and purposes.
Disclose conflicts of interest.
Maintain confidentiality.
Attend board meetings regularly and read reports and other materials presented for consideration.
Ensure adequate financial resources.
Ensure that reasonable policies and procedures are in place to guide the association’s actions.
Seek outside advice from accountants, attorneys and other professionals.
Select your association’s top management, support the staff, and review their performance.
Ensure effective organizational planning and enhanced public image.
Assess the board’s performance.
Protection fromn Liability
As a practical matter, volunteer directors and officers generally have little exposure to personal liability for actions they take on their organization’s behalf.The business-judgment rule protects you from liability for your decisions if you act in good faith, with reasonable care, and in the
organization’s best interests, even if an action turns out to be a mistake. Liability would result only if you acted in bad faith or with deliberate
disregard for the duties of care, loyalty, and obedience or other requirements.
Planning & Monitoring – A Basic Mission of the Board
Planning, monitoring and evaluation are part of an integrated process. The Board must plan for the future of our organization and take steps
to implement the vision. Thus, the fundamental role of the board in planning and monitoring is threefold:
• Create and continually reshape the mission of the organization.
• Develop goals that will move the organization towards its mission, as part of a strategic plan.
• Monitor how effectively the organization is achieving its strategic plan.
Why is it important to plan?
Planning means that our organization will:
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Ensure the organizations services and programs meet the memberships changing needs
Anticipate financial or funding changes
Establish a process for ongoing operations
Enable the board and staff to make proactive rather than reactive decisions
Help the board, committees and staff to develop a consistent understanding of their roles and responsibilities
Establish a framework for relationships with government and with other agencies
Provide the membership with an understanding of the work of the organization
Create a basis for future evaluations
Why evaluate?
All too often, organizations perceive evaluation as a luxury to be undertaken when there is time and money, if a problem arises or as an
imposition forced on them by members. It is important for the organization to embark on evaluation regularly and to do it for positive and
constructive reasons. Even if the initial impetus for an evaluation comes from the membership, the board should take charge by establishing
the objectives it wants to achieve through the evaluation.
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Regular evaluation should be done for a number of reasons:
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To continuously improve the organization’s work
To keep up to date with the ever changing needs to the horse industry
To ensure programs and services meet the expectations and objectives set for them, and to make changes if needed
To be accountable to the membership and the people served by the organization
To meet the needs of the membership
To provide feedback to the staff and volunteers doing the work of the organizations
Board of Directors Procedures
Intrinsic Control and Management
In providing information and counsel for the Appaloosa Horse Club and its members, each board member may not cause or allow the board
of directors to be uninformed or misinformed or to stray from their management. Accordingly, each board member should:
• Provide information that enables the board to make informed decisions. Information for decisions should not ignore information from
ApHC, Inc. staff, external views, or ApHC values, mission, policies and procedures;
• Avoid unnecessarily complex or lengthy presentations. Submissions should be provided in a timely, accurate and understandable fashion;
• Make known to ApHC members those changes that test existing board/ApHC, Inc. values or assumptions upon which any ApHC
policy has previously been established;
• Assist new board members in gaining an understanding of responsibilities, problems, and issues facing the association;
• Establish policy regarding the employment of individual board members.
In relationship to the Chief Executive officer:
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Collectively and individually aid and be available for the CEO. This availability is to be a collective, mutually beneficial obligation.
Support the CEO by providing direction and resources needed to meet goals and not give him/her daily orders;
Appraise the performance of the CEO annually (Executive Committee).
Provide for the orderly succession to the position of CEO.
Information Requests
Board members and staff will have access to information, that if revealed to outsiders, could be damaging or sensitive to other members or
staff, harmful to the best interests of the organization, or even create legal liability. Information provided to the board and staff may concern
personnel, financial, contractual, membership or legal matters. It will often be confidential and is intended for use in decision making and
governance. Information shall be held in the strictest of confidence and shall not be divulged to any outside party, including other members,
without authorization of the Appaloosa Horse Club President or CEO even after a board member is no longer a member of the ApHC board
or even the organization.
In most cases, a board member should direct specific requests for information, statistics and general data to the CEO and/or Administrative
Assistant. In cases involving basic questions that can be answered by other individual staff members, the board member is certainly free to
contact those staff members and make a request. But, be advised that responses requiring research and/or the time of other staff members will
be provided as soon as practical and may or may not be regarded with the same sense of urgency that you convey.You should not be offended
if asked why the information is needed, since it may be available in another context and more easily accessible.
You are advised to use caution when forwarding potentially sensitive information to members. Despite the best intentions, some details must
be treated as internal business information. If you have any doubt at all about whether specific information should be available for public
consumption, it probably shouldn’t be passed along.
Governing Manner
The board will approach its task in a manner that emphasizes (a) strategic leadership more than administrative detail, (b) clear distinction
of board and staff roles, (c) future events rather than past or present, and (d) take a proactive rather than reactive approach. In this spirit, the
board will:
• Keep its major involvement with the intended long-term impact of the organization, not with the administrative or programmatic
means of attaining those effects;
• Direct, control and inspire the organization through the careful deliberation and establishment of policies or procedures. Policies/
Procedures will be statements of values or approaches which address:
– The “products”(what benefits, for which needs, at what cost)
– The boundaries of prudence and ethics to be observed by staff
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– Board roles and responsibilities
– The board-staff relationship
– Volunteerism within the organization
Enforce upon itself whatever discipline is needed to govern with excellence, including discipline applying to attendance, policy-making
principles, respect of clarified roles, speaking with one voice, and self-policing of board tendencies to stray from rigorous governance;
Be accountable to the association for competent, conscientious and effective accomplishment of its obligations as a body. It will allow
no officer, individual or committee of the board to usurp this role or deter this discipline;
Be an initiator of policy, an evaluator and responsible for its own performance;
Respect the relationship between the CEO and any individual board member, or between any individual board member and any staff
member, as collegial, not hierarchical.
ApHC Rule 70
This rule outlines procedures for adopting, amending and/or eliminating a rule and/or regulation. It also includes a provision for expediency
based on written findings specific to ApHC “welfare and/or orderly administration.”
ApHC Board Meetings
All ApHC “face to face”Board meetings, with the exception of closed executive sessions will be open to any interested ApHC active member
in good standing, either via electronic means or in person. A regular meeting of the Board of Directors shall be held any time after the annual meeting of members each year at a time and date during July through December as determined by the Board of Directors. The Board
of Directors may provide by resolution the time and place, either within or without the State of Oregon, for the holding of additional regular
meetings of the Board without other notice than such resolution. Board meetings are conducted for the main task of accomplishing the
board’s mission.
Board Meeting Guidelines
From Article IV (Board of Directors) of the Bylaws of the Appaloosa Horse Club:
Section 4. Regular Meetings. A regular meeting of the Board of Directors shall be held anytime after the annual meeting of members each
year at a time and date during July through December as determined by the Board of Directors. The Board of Directors may provide by resolution the time and place, either within or without the State of Oregon, for the holding of additional regular meetings of the Board without
other notice than such resolution.
Section 5. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or a majority of
the number of directors fixed by Section 2 or Article IV of these Bylaws.The person or persons authorized to call special meetings of the Board
may fix any place, either within or without the State of Oregon, as the place for holding any special meeting of the Board called by them.
Section 6. Notice. Notice of any special meeting of the Board of Directors shall be given at least 20 days previously thereto by written notice
delivered personally or sent by mail, e-mail or other form of wire or wireless communication at the director’s address as shown by the records
of the ApHC. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage
thereon prepaid. If notice be given by e-mail or other form of wire or wireless communication, such notice shall be deemed delivered to the
director is transmitted to the director’s e-mail address and/or other wire and/or wireless-based address as it appears on the records of the
ApHC. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such
meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the Board
need be specified in the notice or waiver by notice of such meeting, unless specifically requires by law or these Bylaws.
Section 7. Presumption of Assent. A director of the ApHC who is present at a meeting of the Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to the action taken unless the director’s dissent to the action as entered in the
minutes of the meeting or unless a written dissent to the action is filed with the person acting as secretary of the meeting before the adjournment thereof or forwarded by certified or registered mail to the Chief Executive Officer of the ApHC immediately after the adjournment of the
meeting. The right to dissent shall not apply to a director who voted in favor of the action.
Section 8. Quorum and Attendance at Meetings. A majority of the number of directors fixed by Section 2 of this Article IV shall constitute
quorum for the transaction of business at any meeting of the Board; but if less than a quorum is present at said meeting, a majority of the
directors present or a sole director present may adjourn the meeting from time to time and, if necessary, to a different place, without further
notice. The Executive Committee of the ApHC Board of Directors may conduct a regular or special meeting of the ApHC Board of Directors
and permit all Directors to participate in any such meeting through the use of any means of communication by which all Directors participating may simultaneously hear each other during any such meeting. A director participating by any such means is deemed to be in attendance
and present at any such meeting for all purposes under the Bylaws.
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Executive Session
An executive session is any meeting or part of a meeting of the Appaloosa Horse Club board of directors that is closed to other persons because of the confidentiality of certain matters.
The ApHC board of directors may hold an executive session during any meeting in accordance with the following guidelines and procedures:
1. Executive session may be held for deliberation concerning the following matters:
a. Employment of ApHC officers, including but not limited to evaluations, negotiations and complaints.
b. At the request of the ApHC Chief Executive Officer to discuss any ApHC personnel matter.
c. Complaints involving any member of the board of directors.
d. Disciplinary hearing involving a member or non-member.
e. Negotiations involving ApHC commercial activities and contracts.
f. Pending, threatened or possible litigation.
2. Executive session may be called as follows:
a. The ApHC President, at his/her discretion, has the right to call an executive session and shall cite the appropriate purpose.
b. Any ApHC Director may move the ApHC President to call an executive session and shall cite the appropriate purpose. If the ApHC
President declines to do so, any other director may second the motion for executive session, and upon the affirmative vote of at
least two-thirds (2/3) of the directors present the meeting, the executive session will be called.
c. Executive session is held for the purpose of free exchange of information on sensitive topics. Any matter discussed in executive
session shall remain confidential and shall not be discussed with any person not present in the session.
Any board action taken as a result of discussions held within executive session must take place in an open meeting of the ApHC board
of directors.
Participation in Meetings
Per Oregon Corporate law 65.337, meetings of board members must meet these requirements:
1. If the time and place of a directors meeting is fixed by the bylaws or is regularly scheduled by the board of directors, the meeting is a
regular meeting. All other meetings are special meetings.
2. The board of directors may hold regular meetings or special meetings in or out of this state.
3. Unless the articles or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or
special meeting by, or conduct the meeting through, use of any means of communication by which either of the following occurs:
a. All directors participating may simultaneously hear or read each other’s communications during the meeting; or
b. All communications during the meeting are immediately transmitted to each participating director, and each participating director
is able 82 to immediately send messages to all other participating directors.
4. If a meeting is conducted through the use of any means described in subsection (3) of this section:
a. All participating directors shall be informed that a meeting is taking place at which official business may be transacted; and
b. A director participating in the meeting by this means is deemed to be present in person at the meeting. [1989 c.1010 §82; 2005
c.161 §1]
Four Basic Principles of Parliamentary Procedure
Justice and courtesy to all
One thing at a time
The rule of the majority
The right of the majority
Securing the Floor
1. Member raises his/her hand
2. Member addresses the chair (preferable by appropriate title of Mister/Madam President.
3. One does not have the floor until the chair recognizes him/her by calling their name or by nodding toward them in recognition.
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Conducting Business
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Member makes a motion by stating “I move that”or “I move to”or “I move the adoption of the following….”
Another member seconds the motion
Chair restates the motion as written
Debate
Motion restated
Vote is taken
Informal Action by Directors
Any action required by law to be taken at a meeting of directors, or any action which may be taken at a meeting of directors, may be taken
without a meeting if a consent in writing, setting forth the action so taken shall be signed by all of the directors.
Other Procedures
At any meeting the board may consider and adopt emergency motions using Rule 70.D criteria. The board may also make motions to change
the wording of a rule or motion in order to better express the intent of the original motion.
• The board may refer any matters to committee or ApHC staff for further action, and may include a deadline.
• The board will be advised by committees or ApHC staff regarding matters that have been referred for further action.
• The Board of Directors will receive and review the Finance Committee’s written evaluation of financial impact of all approval motions
and disapproval motions prior to the rule change meeting.
• The board may hold special meetings at any time for any proper purpose via Article IV, Section 5 of the ApHC Bylaws.
Executive Session
An executive session is any meeting or part of a meeting of the Appaloosa Horse Club board of directors that is closed to any persons for
deliberation on certain matters.
Executive session may be held for deliberation concerning the following matters:
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Employment of ApHC officers, including but not limited to evaluations, negotiations and complaints.
At the request of the ApHC Chief Executive Officer to discuss any ApHC personnel matter.
Complaints involving any member of the board of directors.
Disciplinary hearing involving a member or non-member.
Negotiations involving ApHC commercial activities and contracts.
Pending, threatened or possible litigation.
Executive session may be called as follows:
• The ApHC President, at his/her discretion, has the right to call an executive session and shall cite the appropriate purpose.
• Any ApHC Director may move for the ApHC President to call an executive session and shall cite the appropriate purpose. If the ApHC
President declines to do so, any other director may second the motion for executive session, and upon the affirmative vote of at least
two-thirds (2/3) of the directors present at the meeting, the executive session will be called.
Executive session is held for the purpose of free exchange of information on sensitive topics. Any matter discussed in executive session shall
remain confidential and shall not be discussed with any person not present in the session.
Any board action taken as a result of discussions held within executive session must take place in open meeting of the ApHC board of directors.
ApHC Public Image
Ensuring Effective Public Relations
Reasons for establishing effective public/community relations as a priority:
• To serve as a communications link with members and others involved in our organization.The ApHC can accomplish this by informing
people of upcoming events, promoting services and programs and providing newsworthy information.
• To serve as a communication link with the general public. Promote the ApHC organizational purpose, goals and objectives, programs
and activities.
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The Role of Board in Public Relations
The ApHC Board members need to ensure they are responding effectively and efficiently to the changing needs of our membership. Developing marketing and public relations strategies to promote awareness of our organization in the industry is essential. It’s critical to ask the right
questions:
• What image do we want?
• What is our current image?
• What changes (if any) must be made?
• The board should ensure that:
• The membership and the industry is aware of the mission of the ApHC
• The membership receives information on programs and services
• There are clear principles and objectives to guide any collaboration with other agencies or government
• An awareness of the association is developed in the industry
As a Board member you need to acknowledge that you are the public face of the ApHC and that you should at all times be positive, courteous
and respectful in your speech and actions.
Disagreement during debate and deliberation can be healthy, but it is vital that discussions be polite and focused on the topic.
When asked by members about the decisions and outcomes of a board meeting, your response should be factual rather than editorial or
personal. Remember that the board’s decision belongs to you.
Communication Policies
General Communication
An ApHC Director must remember that, as an elected official of the ApHC, it is a privilege, not a right, to serve on the ApHC Board of Directors. He/she should display courtesy and respect in all forms of communication.
When communicating from the position of a director, you should include your name, mailing address, the territory you represent. When communicating with multiple recipients (such as via email), you should include an option for the recipient to be removed from the list in future
communication.
Example—If you wish to unsubscribe from further messages, please send an email with UNSUBSCRIBE in the subject line to (your contact
email)
Board Meeting Summary
The ApHC will provide a summary of each BOD meeting which will state that it can be used as the “official”communication from the ApHC
and each Board of Director will be granted use to transmit this along with additional verbiage to convey the information to their territory
membership.
Committee Meeting Communication
Each Committee, via a chair appointed recorder, will provide minutes from their meeting to all of the Board of Directors as well as to the CEO
and corresponding ApHC Staff member. The minutes will be due within 10 business days from the date that the meeting adjourned.
Committee to ApHC Staff Communication
Each committee chair should designate one individual who shall become the main point of contact with the ApHC Office staff for major
research or information requests. Simplifying the flow of information is helpful for both directors and staff. It also helps to include committee
staff persons in regular committee discussions and communication. As always, if any other committee or board member has specific questions that need to be addressed for the good of a discussion or deliberation, they should feel free to contact the staff. Just be sure to share the
information with the rest of the committee or board.
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Committees
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This Committee manual is intended as a guide to assist ApHC directors and other ApHC committee members in effective and efficient discharge of their responsibilities.
The ApHC has administrative committees, all composed of ApHC directors, which oversee their respective program committees; there are
advisory committees which are made up of non-board members recommended by individual directors and appointed by the ApHC president;
and may have special ad hoc committees which can include both directors and members appointed by the ApHC president.
Administrative Committees - Responsibilities
Planning and Review
Mission: To maintain an effective, high-performance planning and governance system for the Appaloosa Horse Club.
• Considers, develops and implements programs and policies to promote and serve the best interests of the Appaloosa horse and ApHC
members.
• This committee could also be referred to as the Governance Committee, in that it considers issues relating to policies and procedures
that enable the board to do its work effectively and efficiently.
• Reviews and recommends modifications to the ApHC Strategic Plan.
• Develops and implements fund raising ideas for ApHC
• Evaluates proposals from other committees for potential impact on the board’s overall effectiveness in terms of governance, or that
affect board policies, procedures and priorities.
Finance
Mission: To ensure adequate allocation of resources for ApHC programs as well as the overall financial health of the organization.
• Reviews proposed annual budget and makes recommendations to the board for final approval.
• Evaluates financial implications of proposals from all committees.
• Monitors fiscal position of the ApHC.
• Makes recommendations to the board regarding auditing firm, investments, insurance and other critical, contracted expenditures.
• Generally reviews effectiveness and profitability of established programs and services.
Rules
Mission: To provide a system of rules to govern member participation in ApHC programs, events and activities.
• Serves as a review committee for any proposed changes in to the Official Handbook and makes recommendations to the Board on
same.
• Monitors and evaluates member feedback on effectiveness and appropriateness of ApHC rules.
• Evaluates comparative information and data from other industry or breed groups regarding trends or legal findings that might affect
ApHC rules.
• Coordinates with other committees to help develop proper wording and clear explanations of intent regarding new rules or proposed
changes to the ApHC Handbook.
• Evaluates members proposed rule changes before submitting them to the proper committee for further work.
Marketing
Mission: To get the ApHC in the public eye in a way that encourages interest and participation.
• Develops recommendations and priorities for the marketing budget.
• Monitors horse industry trends and reports those trends that affect marketing decisions to the Board.
• Makes recommendations for ApHC strategic planning and actions pertaining to the way we tell our story in order to reach potential
new members
• Generates recommendations on out-reach: Use of new technologies; Promotional opportunities that are out of the box; and support
for public event promotions.
• Supports work of the ApHC Marketing Staff as requested.
• Works with ApHC Marketing Department to analyze and address opportunities to advance the profile of ApHC programs.
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Executive Committee
Mission: To ensure continuity of Board oversight and management responsibilities between Board meetings.
• The Board of Directors may, from time to time and by resolution, authorize the Executive Committee to exercise the authority of the
Board of Directors in the management of the Appaloosa Horse Club, in accordance with Article VI, Section 3 of the Bylaws.
• The Executive Committee is made up of the President,Vice President, and four other Directors elected from the Board, in accordance
with Article VI, Section 3.
• The Board requests, subject to the authority of the President in accordance with Article VI, Section 5, that the four directors elected to
serve on the Executive Committee also serve individually as chairs of the following Administrative Committees: Planning and Review,
Finance, Marketing and Rules.
• The Executive Committee will report to the Board on any actions taken in the name of the Boar, will keep minutes as a record of said
actions and make them available to the membership, and the Committee shall make specific recommendations to the Board on issues
that require Board consideration and action.
• The Executive Committee serves as a review panel for variance requests from exhibitors and show managers.
• The Committee specifically coordinates with CEO to monitor, evaluate and make recommendations regarding ApHC performance
and measurements.
• The Committee has duties outlined in the ApHC Handbook regarding review of complaints and recommendations for settlement
prior to action by a disciplinary committee.
• The Committee is responsible for planning and coordination of Board meeting schedules and agendas; supports committee processes
required to accomplish the work of the Board; and, monitors progress of all committees, in particular those who report directly to the
Executive Committee.
Program Committees - Responsibilities
Judges Committee
Mission: To build and maintain a quality pool of ApHC judges.
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Performs duties outlined in the ApHC Official Handbook.
Provides guidelines and tools for continuing education of judges.
Enforces standards of conduct and performance for judges as outlined in the ApHC Official Handbook.
Considers Judges Advisory Committee reports.
Sale Committee
Mission: To plan and coordinate with staff the ApHC-sponsored horse sales.
• Provides guidelines for conducting the World Sale and any other ApHC-sponsored horse sales.
• Monitors performance of the sale manager or the sale management company.
• Works within parameters established by the Board to ensure funding for World Sale Incentive Classes, promotion of the sale and
conduct of the sale.
• Coordinates annual Stallion Service Auction.
Executive Race Committee
Mission: To promote Appaloosa racing while ensuring fair competition.
• The “ERC”is comprised of ApHC directors and other representatives from the racing segment of the Appaloosa industry.
• Supports state and regional Appaloosa racing associations.
• Helps with procedures for selectingYear-End Award winners and Appaloosa Racing Hall of Fame nominees/inductees.
Non-Pro Committee
Mission: To position the ApHC as the best place for entry-level/non-professional exhibitors.
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Considers reports from the Non-Pro Advisory Committee and Non-Pro exhibitors about Non Pro program
Evaluates rules governing the Non-Pro program eligibility.
Brainstorms with the Marketing Committee and Staff to produce ideas to promote the ApHC Non-Pro Program.
Supports regional clubs thru communication.
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Pleasure Trail/Distance Committee
Mission: To monitor the guidelines for the use and enjoyment of Appaloosa horses in recreational trail riding, competitive trail rides and endurance rides.
• Develops, proposes and evaluates guidelines and rules relating to ApHC-sponsored Distance Program which includes Competitive
Trail Riding and Endurance Riding, Saddle Log Program, Disabled Riders and Drivers Program,Year-end, High Mileage Awards, 1,000
Mile Awards, Distance Medallion Program, and the Chief Joseph Commemorative Award Program.
• Seeks feedback from distance program participants and the Advisory Committee to support growth in the program.
Breeders Committee
Mission: To encourage the use of ApHC registered horses in breeding programs
• Monitors and evaluates ApHC rules governing breeding and registration; makes recommendations to the Board to maintain consistency with industry and breed standards and best practices.
• Develops messages to communicate the value of ApHC registration.
• Regularly evaluates the ApHC registration procedures to ensure quality controls, a customer-friendly process and the appropriateness
of ApHC requirements for registration.
• Considers reports from the Breeders Advisory Committee.
International Committee
Mission: To expand the global market for ApHC-registered horses.
• Works with ApHC International Partners to encourage the growth of Appaloosa ownership and activities around the world.
• Works with international partners and other Appaloosa registries to encourage ApHC registration.
• Coordinates activities funded by the U.S. Livestock Genetic Export, Inc. and reports activities and results to the Board and to the
membership.
• Seeks other opportunities for marketing Appaloosa horses and genetic materials outside the United States.
Regional Club Committee
Mission: To develop a mutually beneficial business and marketing relationship between the ApHC and Regional Clubs
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Evaluates guidelines and requirements for regional club charter and active status; makes recommendations to the Board regarding same.
Seeks opportunities to promote regional club membership, programs and community value.
Provides tools and strategies for regional club governance and growth.
Seeks feedback from and communicates with regional club leadership and Regional Club Advisory Committee.
Manages ApHC awards program to recognize outstanding regional clubs.
Seeks input from the Regional Club Advisory Committee.
Show Committee
Mission: To provide the best opportunities for ApHC members to compete with and promote their Appaloosa horses.
• Works to develop and maintain a system of rules and guidelines for competition and competitive show ring recognition.
• Monitors industry trends and makes recommendations to the Board that can enhance the competitive climate for Appaloosa owners/
exhibitors.
• Focuses on non-ApHC sponsored national point shows
• Seeks input from the Exhibitors/Show Advisory Committee and from regional clubs.
Youth Committee
Mission: To position the ApHC as a top-tier organization for young equine enthusiasts.
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Supports and helps coordinate activities conducted by, or on behalf of, the AppaloosaYouth Association.
Coordinates with the Show Committee to maintain a high-profile World Championship AppaloosaYouth Show.
Promotes youth participation at the regional club level;
Seeks feedback from and communicates with AYA Board and AYA members to address specific needs and concerns.
Evaluates and makes recommendations for enhancements or adjustments to youth eligibility rules and all ApHC youth-focused programs.
Develops leadership training for ApHC youth members
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ApHC advisory Committees
The chairperson of a Board committee, for which there is an advisory committee shall monitor and support the work of the advisory committee, report to the Board committee and bring forward specific recommendations from the advisory group. From time to time, they may also
ask advisory committee members to attend board committee meetings to give their input on subjects being considered.
Each advisory committee is responsible for electing a chairperson and for the development of agenda items.There will also be times when the
Board committee refers a question or issue to the advisory committee for evaluation and recommendation. Agenda items for advisory committees should be submitted to the chair of the advisory committee at least 30 days prior to that committees meeting.
Advisory committees should submit any recommendations to ApHC board committees by June 10 and December 10 of the calendar year.
Meetings of advisory committees may be in person at ApHC events or by conference call. If by conference call, it should be a goal to limit the
call to no more than two hours.
Some Program committees will have advisory committees and some will have advisors, people they go to for answers to particular questions
or advice, such as International advisors or Marketing advisors.
Exhibitors/Show Advisory Committee
Makes recommendations to the Show Committee
Judges Advisory Committee
Makes recommendations to the Judges Committee
Non-Pro Advisory Committee
Makes recommendations to the Non-Pro Committee
Regional Club Advisory Committee
Makes recommendations to the Regional Club Committee
Distance Trail Advisory Committee
Makes recommendations to the Trail Committee
Pleasure Trail Advisory Committee
Makes recommendations to the Trail Committee
Breeders Advisory Committee
Makes recommendations to the Breeders Committee
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Committee Procedure Guide
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This Committee Procedure Guide is intended as a guide to assist committee chairs and committees in effective and efficient discharge of their
responsibilities.
Committee Chair Responsibilities
Consistent with ApHC rules, policies and strategic plan, the committee chair guides the committee in its work as outlined in the committee
descriptions and history.
1. Organize the committee members and initiate communication. E-mail is the most popular means for facilitating committee work, but
fax, phone, and snail mail are also utilized. Upon receiving a roster, the chair is expected to contact everyone with introductions and
welcome. If you’d like the office to create an electronic discussion list or contact listing for your committee please contact the ApHC
Executive Assistant at (208) 882-5578 ext. 274 or by email: [email protected].
2. Plan the work of the committee in accordance with the ApHC Goals and Strategic Plan and more directly in support of your committee’s specific charge. Suggestions and proposals may come from many sources including ApHC members and ApHC staff. You may
also have work assigned to you directly from the Board or from other committees.
3. Work with the ApHC staff to ensure that you have the tools and data you need to be equipped to do the work of your committee.
4. Seek information from appropriate staff members to help evaluate potential financial impact (cost/benefit analysis) of a proposed
activity or program.
5. Coordinate with the ApHC Executive Assistant to make a schedule of meeting dates that will make your committee work efficiently,
then inform committee members of meeting times, agendas and deadlines.
6. Prepare agendas, outlines, and all other documents you will be using and distribute to members at least 7 days advance of each meeting. Provide copies of official committee correspondence and documentation to the ApHC office. The office retains committee files to
inform future chairs on the work of the committee.
7. Be sure to designate a person to keep minutes of your meetings.
8. Each committee chair is required to provide notice of meetings to all directors and written minutes after the committees’meetings not
held in conjunction with regularly scheduled board meetings. Minutes and/or reports should be submitted to the ApHC office within
one week of the meeting.
9. The chair will also be asked to provide an overview of the work of the committee and present any proposals for consideration at the
regularly scheduled ApHC Board meetings.
10. Committee meetings should be called with at least 10 days advance notice and an agenda provided to committee members. No
agenda, no meeting!
11. It is your responsibility to plan, conduct and report meetings. Please coordinate meeting schedules with office staff to ensure access to
the information and support people you may require. The ApHC Executive Assistant is your primary contact for scheduling.
12. Communicate with the past-chair or the ApHC Office if you need background information on the prior work of the committee.
13. When appropriate, make policy recommendations for consideration by the ApHC Board of Directors.
14. Inform the ApHC President and CEO of any committee resignations and ask for reappointments if necessary. Also inform the staff of
any committee changes.
15. Supervise the work of the committee. Notify the ApHC President and CEO of members who exhibit excellent leadership and collaboration skills, to be included in future committees or recommended for leadership positions in the Association. Also make sure to
identify any members who are not fulfilling their obligations and ask for them to be removed if necessary.
Committee Service Policy
ApHC Directors
Directors should not be assigned to more than two administrative committees. It is recommended that directors not serve on more than 4
total committees.
Term of Board Committee Appointment
As per ApHC Bylaw ArticleVI, Section 4, each member of a committee shall continue as such until the commencement of the regular meeting
of the Board of Directors next held following the regular election of directors at a time and date during January through April as determined by
the Board of Directors and until such member’s successor is appointed, unless the committee shall be sooner terminated, unless such member
be removed from such committee, or unless such member shall cease to qualify as a member thereof.
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ApHC Members on Advisory Committee
In order for a member serve on a board-authorized advisory committee or ad hoc committee, individuals must be current ApHC members in
good standing. Directors should recommend members to be appointed to advisory or ad hoc committees based on their expertise or knowledge in the area of committee charge.
In general, advisory committees should be governed by the same policies and procedures as board committees. Each zone may be, but is not
required to be, represented on an advisory committee.
1. The director making the appointment should contact the appointee to ensure their availability and desire to serve on said committee.
2. Appointees are not required to be from the appointing directors Territory.
3. Appointees may be removed by the director who appointed them or by the President for cause, such as excessive absence from meetings.
4. Length of term for service on advisory committee shall be the same as board committee appointments. Length of terms on Ad Hoc
committees shall be until committee is dissolved or member is removed by the President.
Requirements for Committee Service
Members of all committees are expected to attend all meetings. Failure to attend two consecutive meetings without an acceptable explanation
may constitute grounds for removal upon request by the chair and approval of the appropriate appointing official.
Policy on Working Papers of Committees
All working papers and proposals of any ApHC committee belong to the ApHC and are not to be used for personal publications unless written permission has been obtained from the ApHC CEO or Executive Committee.
Committee Process
Committees of the board are an essential base and are responsible for a substantial portion of the ApHC work. Their purpose is to review and
discuss pertinent items and create recommendations for the entire board.
1. In order for work to proceed in an organized fashion and for committees to have enough time and notice of what they will be considering, following should be adhered to.
a. Advisory Committees should have their work and supporting information to the proper Program committee chairs by June 10 and
December 10.
b. Program Committees should have their work and supporting information submitted to the proper administrative committee a
minimum of 30 days prior to each regular scheduled board meeting.
2. With the exception of the Judges committee, only the administrative committees will meet in conjunction with a regular board meeting. Other program, advisory and ad hoc committees do not ordinarily meet at the regularly scheduled board meetings.
3. All votes made in any ApHC committee must be by a roll call vote. Only those motions receiving a majority vote shall be passed on
the next level of authority.
4. Remember that after each meeting, a “Summary of Motions”is prepared by staff from the minutes provided by the committee chairman. This will be available to the members and will be sent to you electronically shortly after the meeting. These minutes may include
summaries of discussions if the committee deems them important.
All committee meetings are open for all directors to attend and offer comments, but only committee members shall be eligible to vote. Generally, key staff will attend as much of your committee meeting as possible.
Familiarize yourself with your committee’s charge, all ApHC manuals and with the ApHC Official Handbook. The ApHC Official Handbook
is available on the ApHC web site or by request. ApHC manuals are given to each director at the beginning of each term of office and are
updated regularly to reflect any new policies or rules.
Beyond committee work, the ApHC web site and the Appaloosa Journal will help stay informed about ApHC activities and programs.You may
see opportunities for your committee to assist with other projects that are being developed and you may see the need for specific services,
programs or information that your committee could develop.
An ApHC Committee may hold an executive session during any meeting generally because of the confidentiality of certain matters, in accordance with the guidelines and procedures applicable to the ApHC Board of Directors. In the interest of establishing priorities for board work,
he ApHC President and CEO may review and screen agenda items and proposals to be presented to the ApHC Board for consideration.
Regular ApHC Board Meeting Administrative Committee Procedures
1. Preparation for Meeting
a. ApHC staff will work with all ApHC Board committees to pursue committee objectives if requested.
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b. Agendas and supporting materials for the administrative committee meetings to be held at the regular meetings of the ApHC
Board will be developed based upon written submittals by Board committees and/or ApHC staff and will be made available at least
30 days prior to each meeting. Materials submitted later than 30 days prior to each meeting may be considered or may be placed
on the agenda of the next scheduled committee meeting.
2. At ApHC Committee meetings:
a. All committee motions that could have a specific financial impact will be submitted to the Finance Committee for review and
recommendation.
b. All committee motions that would result in a rule change will be submitted to Rules Committee.
c. Rules Committee will either recommend or not recommend adoption by the board of proposed rule changes and will also determine whether any proposed rule change requires immediate board action. The committee may also categorize a proposed change
as a correction of a clerical error in the ApHC Handbook or other documents.
3. Following an ApHC Board meeting:
a. ApHC staff will work with all board committees to pursue committee objectives.
b. Finance Committee, with the assistance of ApHC staff, will evaluate the financial impact, positive and/or negative, of all approval/
disapproval motions, prepare a written evaluation thereof and provide such written evaluation to the ApHC Board at least thirty
(30) days preceding the next regularly scheduled board meeting.
Executive Session
An executive session is any meeting or part of a meeting of the Appaloosa Horse Club board of directors that is closed to other persons because of the confidentiality of certain matters.
1. Executive session may be held for deliberation concerning the following matters:
a. Employment of ApHC officers, including but not limited to evaluations, negotiations and complaints.
b. At the request of the ApHC Chief Executive Officer to discuss any ApHC personnel matter.
c. Complaints involving any member of the board of directors.
d. Disciplinary hearing involving a member or non-member.
e. Negotiations involving ApHC commercial activities and contracts.
f. Pending, threatened or possible litigation.
2. 2. Executive session may be called as follows:
a. The ApHC President, at his/her discretion, has the right to call an executive session and shall cite the appropriate purpose.
b. Any ApHC Director may move the ApHC President to call an executive session and shall cite the appropriate purpose. If the ApHC
President declines to do so, any other director may second the motion for executive session, and upon the affirmative vote of at
least two-thirds (2/3) of the directors present the meeting, the executive session will be called.
c. Executive session is held for the purpose of free exchange of information on sensitive topics. Any matter discussed in executive
session shall remain confidential and shall not be discussed with any person not present in the session.
Any board action taken as a result of discussions held within executive session must take place in an open meeting of the ApHC board of
directors.
Committee Meeting Bylaws
Below are the By-laws that govern who may be on committees made of Directors, who appoints those committees and how those committees’duties are granted.
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Article VI
Committees
Section 1. Committees of Directors. The Board of Directors, by a resolution adopted by a majority of the directors in office, may designate
and appoint one or more committees each of which shall consist of two or more directors, which committees, to the extent provided in said
resolution shall have and exercise the authority of the Board of Directors in the management of the ApHC, except that no such committee
shall have the authority of the Board of Directors in reference to amending, altering or repealing the Bylaws; electing, appointing or removing
any member of any such committee or any director or officer of the ApHC; amending or restating the Articles of Incorporation; adopting a
plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the ApHC; authorizing the voluntary dissolution of the ApHC; or revoking proceedings therefore;
adopting a plan for the distribution of the assets of the ApHC; or amending, altering or repealing any resolutions of the Board of Directors
which by its terms provides that it shall not be amended, altered or repealed by such committee. The designation and appointment of any
such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director of any
responsibility imposed upon it or the director by law.
Section 2. Other Committees. Other committees not having and exercising the authority of the Board of Directors in the management of the
ApHC may be appointed in such manner as may be designated by a resolution adopted by a majority of the directors present at a meeting at
which a quorum is present. Except as otherwise provided in such resolution, members of each such committee shall be members of the ApHC,
and the President shall appoint the members thereof. Any member thereof may be removed by the person or persons authorized to appoint
such member whenever in their judgment the best interest of the ApHC shall be served by such removal.
Section 3. ApHC Executive Committee. There shall be an ApHC Executive Committee, comprised of members of the Board of Directors,
which shall consist of the President, who shall chair the ApHC Executive Committee, the Vice-President, and four (4) additional directors
who shall be elected annually at the commencement of the regular meeting of the Board of Directors next held following the regular election
of directors at a time and date during January through April as determined by the Board of Directors and shall serve on the ApHC Executive
Committee until the election of the ApHC Executive Committee members at the commencement of said regular meeting of the Board of
Directors the next year.
Section 4. Term of Office. Each member of a committee shall continue as such until the commencement of the regular meeting of the Board
of Directors next held following the regular election of directors at a time and date during January through April as determined by the Board of
Directors and until such member’s successor is appointed, unless the committee shall be sooner terminated, unless such member be removed
from such committee, or unless such member shall cease to qualify as a member thereof.
Section 5. Chairman. One member of each committee shall be appointed chairman by the person or persons authorized to appoint the
members thereof.
Section 6. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided
in the case of the original appointments.
Section 7. Quorum and Attendance at Meetings. Unless otherwise provided in the resolutions of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a
quorum is present shall be the act of the committee. The Executive Committee of the ApHC Board of Directors, the ApHC Board of Directors
or the Chairman of the ApHC committee conducting an ApHC committee meeting may conduct any such ApHC committee meeting and
permit all such committee members to participate in such committee meeting through the use of any means of communication by which all
such committee members participating may simultaneously hear each other during any such meeting. A committee member participating by
any such means is deemed to be in attendance and present at any such meeting for all purposes under these Bylaws.
Section 8. Rules. Each committee may adopt rules for its own government not inconsistent with these Bylaws or the rules adopted by the
Board of Directors.
A Guideline on how to Distinguish Discernment and Decision Making
Workability and Effectiveness in Organizational Decision Making
Nine Important Steps
As groups of people come together to serve an organization, one of the obstacles that affects their ability to make quality decisions that are
consistent with the organizations mission and vision is the understanding of the good practices that must come before decision making.
Organizations that use Roberts Rule of Order procedures often rush to make decisions without applying practices of discernment. Discernment describes the body of practices that precedes decision making. For the Appaloosa Horse Club, the Board of Directors relies upon the
various committees to fully explore and make recommendations in their areas of expertise and charge. It is critical that the committees commit to the discernment process so that recommendations to the Board are complete and correct. This discernment process safeguards the
Board from concerns on reactivity and self-dealing.
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The most significant quality of discernment is that it occurs over time. If the group, or any individual in the group, feels rushed this is a sign
that discernment is not being fully utilized. Discernment involves taking the time for careful and thorough consideration of all points of view.
It means we need to think about our opinion, and our constituent’s values, and also all points of view that we can predict will be the opposite
of ours. Looking at the matter before us from many different angles, with a calm and open mind allows for various courses of action to bubble
to the surface.
Discernment is sort of like making a good stew… you use the ingredients that are available, and cook it on medium heat, and give it time…
then see if it’s to your taste (add some seasoning).
Committees who use the Advantage Solution Evaluation Method form to guide this process will experience increased workability and
effectiveness in organizational decision making.
Step 1. Chairman sets an AGENDA and communicates it to the committee in advance of the meeting. If the committee work includes
addressing a present problem placing it on the agenda gives time to consider the nature of the problem and to bring suggestions of
solution to the meeting. For committees that meet frequently it generally works for all members to say what they understand they
are working on for the next meeting. For committees that meet infrequently, provide a written agenda at least a week (or two, if the
matter before the committee is complex) before the meeting date.
Step 2. Committee, with input from staff, defines the problem. This understanding of the problem needs to be from the perspective of all
stake holders in order to be complete. For a complex problem, the chairman may request that members share their thoughts by
email in advance of the meeting.
Step 3. Brainstorming: Committee members list all obvious and out of the box solutions. Look at the solutions as they might fit into a
comprehensive plan for advancing the organizational objectives. For a complex problem, the chairman may request that members
share their thoughts by email in advance of the meeting.
Step 4. Apply the Metric Evaluation of Advantage Solution Evaluation Method to the selected solutions. The Committee adds to the
metrics all matters of their own charge and any additional metrics that they agree should be given consideration.
Step 5.
Integrity check (consistent with what the organization says it stands for)
Step 6. Choice of Language for action is important. Craft the language of the proposed motion with care so that is says exactly what the
committee intends.
Step 7.
Re-consideration: Then sit back and let the proposed motion simmer… agree to individually examine all the ways that the action
as described in this language could go astray. How many different ways can stake holders outside of the decision making process
misunderstand the language of proposed action? Committee should invest a week in this step. Members should share their reconsiderations with one another.
Step 8.
When the language of the motion passes re-consideration and all members are satisfied with the language then use the processes
of Roberts Rules of Order to act upon the motion.Yeah! Decision Making has occurred!
Step 9. Plan to share the story with stake holders. How we tell the story, the language of our minutes, reports in our media and the like, and
the way in which we respond to questions or concerns from stake holders, need to be planned and all committee members need to
be on the same page of how to manage the story. Remember that when the organization goes out to stake holders with information
this is perceived as sharing and caring. Failure to inform the stake holders is the primary source of other people (in or out of the
organization) bending the story behind the action to their own purposes. Be proactive!
For complex problems each of these steps may take a separate meeting time to allow for the discernment process of all the contributing individuals to be complete. Be aware that through discernment it is normal for each individual’s opinion to shift or change as complete understanding and an open mind reveal a new way of looking at the situation. Discernment opens us to going beyond our individual “knee-jerk”
reactions. Discernment is rarely about being right or being wrong, it is about coming to wisdom and it evolves from time, conversation, and
letting solutions become created.
22
Advantage Solution Evaluation Method Checklist on
Workability and Effectiveness in Decision Making
Step One:
Define the Problem. There must be agreement on the Problem before examination of solution alternatives.
Is there a Problem?
1. Evidence: Observable and Known
2. Back story: History, Meaning,Various Interpretations
3. Distinguish “what is”from the story people tell
What is the Problem really?
Step Two:
Consider multiple solutions, created from nothing, out of the box, even “silly”can lead us to a frank and productive Brainstorming and yield
solutions that score positively on the metrics.
Language the solutions that the organization agrees to consider.
(language check: inquire of multiple persons “What does this mean to you?”)
Step Three:
Evaluate solution alternatives across Metrics
Neutral
Benefit
Cost/Burden
National Membership
Increases value of Membership
Detracts from Membership
Retention of Individual Members
Disenfranchises Members
Growth of New Members
Loss of Current Members
Regional Clubs & Affiliates
Drives New Members to Regionals
Stresses Relationship with Regionals
Encourages Regional Member Activity
Cost or Burden on Regionals
National Sponsored Events, Shows, Sales, Races, Trail Rides …
Increases Participation in ApHC Events
Decreases Participation in ApHC Events
Mission, Vision, Values and Strategic Plan
Yes, is compatible with organizational stand
June 2014
M 38 Appaloosa Horse Club
No, for this solution to work we need to update
Mission,Vision,Values and/or Strategic Plan
23
Fiscal Responsibility
Contributes to bottom line, Increases ROI
Costs money we don’t have in the budget.
For this solution to work we need to raise
$
.
Committee Charges
Step Four:
INTEGRITY (not collapsed with morals or ethics) is the measure of “Keeping our word”. Integrity creates openings for effectiveness. For the
ApHC the word exists is our website and ApHC managed social media, in minutes of all Board and committee meetings, in our Strategic Plan/
Board Manual/policy guidelines, in our Handbook, in the Appaloosa Journal, in all our promotional media .
This is the first level of Integrity: Keeping Our Word
“Did we do what we said we would do?”and “Did we do what others (based upon their understanding of our word) reasonably expect us to?”
Are we careful about the use of language so that there is clarity in our word?
Does the action or solution we are considering preserve/confirm organizational integrity?
If not, how can we restore organizational integrity?
Step Five:
Repeat Step Three and Step Four Evaluations for each solution proposed in Step Two in order to choose the most workable and effective
course of action.
Step Six:
Language the solution as a Motion and submit to Robert’s procedures.
Advantage Solution Evaluation Method meets the workability test of the NPO Revolution and is suitable for mission driven non-profit organizations and commercial start-ups. This
work is the property of Advantage ReSource, a division of Advantage Ranch LLC. Customized for the Appaloosa Horse Club on February 9, 2014 and used by permission on file.
24
SAMPLE COMMITTEE MEETING MINUTES
Date:
Attendance:
Not in Attendance:
Others Present:
Agenda Items:
Reports/Updates/Discussion:
Motions & Votes
may include recommendations for further consideration and should include why this motion should be passed by the ApHC board
Assignment of Tasks (Who’s Responsible)
Deadlines:
Next Meeting?
*If a meeting is run informally, the group leader can provide a follow-up memo or “action minutes.”
25
Appaloosa Horse Club Restated Articles of Incorporation
Oath of Office
Social Media Principles
Code of Conduct
Code of Ethics
Territories
26
RESTATED ARTICLES OF INCORPORATION APPALOOSA HORSE CLUB
Pursuant to the provisions of the Oregon Nonprofit Corporation Law the undersigned corporation adopts the following Restated Articles of
Incorporation:
Article I
Name and Duration
The name of the corporation is APPALOOSA HORSE CLUB, and its duration shall be perpetual.
Article II
Purposes and Powers
The purposes for which the corporation is organized are:
A.
B.
C.
D.
E.
To preserve, improve and standardize the breed of horses known as Appaloosa;
To establish, maintain and publish a registry for recording pedigrees and transfers of ownership of Appaloosa horses;
To promote the breeding, use, and exhibition of Appaloosa horses;
To collect and record data about the origin and development of Appaloosa horses; and
Subject to the restrictions set forth in these Restated Articles of Incorporation, to engage in any other lawful activities, none of which
shall be for profit, for which corporations may be organized under the Oregon Nonprofit Corporation Law.
In furtherance of the foregoing purposes the corporation shall have and may exercise all the rights and powers given to nonprofit corporations
under the Oregon Nonprofit Corporation Law.
Article III
Restrictions
This corporation is intended to qualify as a tax-exempt organization within the meaning of Section 501 (c)(5) ** of the Internal Revenue Code
of 1954, as amended. Notwithstanding any provision of these Restated Articles of Incorporation apparently to the contrary, the affairs of the
corporation shall be conducted in such a manner as to qualify for tax exemption under that Section or the corresponding provision of any
future Federal tax laws. No part of the net earnings of the corporation shall inure to the benefit of any member.
Article IV
Board of Directors
A. The affairs, business and property of the corporation shall be managed and controlled by its Board of Directors consistent with the
Oregon Nonprofit Corporation Act and Bylaws of the corporation. Directors of the corporation shall be designated and elected as set
forth in the Bylaws of the corporation.
Article V
Dissolution
Upon dissolution or final liquidation of the corporation, after payment or provision for payment of all of the liabilities of the corporation, the
remaining assets of the corporation shall be distributed to the AppaloosaYouth Foundation if such Foundation is then a tax exempt organization pursuant to Section 501 (c) (3) of the Internal Revenue Code of 1954, or corresponding provision of any future Federal tax laws. Otherwise, such remaining assets of the corporation shall be distributed to such tax exempt organization or organizations selected by the Board of
Directors which are related to or share the purposes of this corporation and are exempt from Federal income taxation pursuant to Section 501
(c) (3) or Section 501 (c) (6) of the Internal Revenue Code of 1954, or corresponding provisions of any future Federal Tax Laws.
Article VI
Indemnification
The corporation shall indemnify to the fullest extent permitted by the Oregon Nonprofit Corporation Law any person who is made, or threatened to be made, a party to an action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise (including an action
by or in the name of the corporation), by reason of the fact that the person is or was a director or officer of the ApHC or serves or served at
the request of the ApHC as a director or officer of any other corporation. The entitlement of any person to indemnification hereunder and the
amount of that indemnification shall be determined in accordance with the procedures and other provisions set forth in the Oregon Nonprofit
Corporation Law in effect at the time of the determination.
27
Appaloosa Horse Club Restated Articles of Incorporation
Oath of Office
Social Media Principles
Code of Conduct
Code of Ethics
Territories
28
ApHC DIRECTOR OATH OF OFFICE
Appaloosa Horse Club (“ApHC”) Directors agree to an oath of office upon becoming a member of the ApHC Board of Directors. Such agreement will include acceptance of the provisions included in this Oath of Office and a verbal declaration of support at the time of installation of
newly elected ApHC Direc¬tors at an ApHC Board of Directors meeting following the election of ApHC directors.
I, insert name, a director of the ApHC, declare that, in carrying out my duties as a director I will:
1. Exercise the powers of the office and fulfill my responsibilities in good faith and in the best interests of the ApHC.
2. Exercise these responsibilities, at all times, with due diligence, care and skill in a reasonable and prudent manner.
3. Respect and support the ApHC’s Articles of Incorporation, Bylaws, Director Code of Conduct, Direc¬tor Social Media Principles, and
decisions of the Board and membership.
4. Keep confidential for all time all information deliberated upon and shared with and among the Board of Directors while in executive
session, all information deemed by the ApHC to be confidential and/or legally privileged, all information in connection with disciplinary proceedings, all sensitive, confidential and/or legally privileged information that I have learned or obtained in my capacity as a
director about members, personnel, legal, financial, contractual, and any other matters of importance, privacy or sensitivity to ApHC
operations that are not public knowledge, or that have been specifically determined by the Board of Directors to be matters of confidence and/or to be legally privileged.
5. Conduct myself in a spirit of collegiality and respect for the collective decisions of the ApHC Board and subordinate my personal interests to the best interests of the ApHC.
6. Immediately declare any personal conflict of interest that may come to my attention.
7. Immediately resign my position as a director of the ApHC in the event that (i) I, or my colleagues on the Board, in accordance with
ApHC By Laws Article IV Section 11 of the ApHC Bylaws, have concluded that I have breached my Oath of Office in any material part
and/or (ii) the Board of Directors or the Executive Committee, as the case may be, have determined and/or ruled, in connection with
their review of any written complaint against me under terms and provisions of the Director Code of Conduct, that I have failed to
abide by and/or comply with any term and/or provision of the Director Code fo Conduct.
(Director Name)
(Date signed)
29
ApHC DIRECTOR CODE OF CONDUCT
The ApHC Board of Directors (“Board”) commits itself to ethical, businesslike, and lawful conduct, including proper use of authority and appropriate decorum when acting on behalf of the ApHC and at all other times.
ApHC Board members will at all times conduct themselves in a manner that:
• Supports the mission, vision, values, goals and objectives of the Association.
• Serves the overall best interests of the ApHC rather than any particular constituency.
• Brings credibility and good will to the ApHC, and takes no action nor creates any perception that may bring discredit to the good name
and credibility of the ApHC.
• Respects principles of fair play and due process.
• Demonstrates respect for individuals in all manifestations of their cultural and linguistic diversity and life circumstances.
• Treats ApHC Directors, staff and members and others representing and/or conducting business with the ApHC with courtesy and
respect, without harassment, physical or verbal abuse.
• Respects and gives fair consideration to diverse and opposing viewpoints.
• Demonstrates due diligence and dedication in preparation for and attendance at the meetings, special events and in all other activities
on behalf of the ApHC.
• Ensures that the financial affairs of the ApHC are conducted in a responsible and transparent manner with due regard for their fiduciary responsibilities and public trusteeship.
• Avoids real or perceived conflicts of interest.
• Complies with the Articles of Incorporation, Bylaws, and policies approved by the Board, including this Director Code of Conduct, the
Director Oath of Office, and Director Social Media Principles.
• Publicly acknowledges and adheres to decisions legitimately taken in the transaction of the ApHC’s business. A Direc¬tor shall have
the right to investigate, discuss, and/or propose to the Board that a decision previously made be modified, rescinded or reversed.
Conflicts of Interest
Members of the Board of Directors shall act at all times in the best interest of the ApHC rather than particular special interests or constituencies. Board members shall complete and submit ApHC’s conflict of interest disclosure form according to ApHC policy from time to time. The
following provides guidance regarding real, perceived, and/or poten¬tial conflicts of interest.
The Purpose of a Conflict of Interest Policy
This conflict of interest policy is designed to foster public confidence in the integrity of the Appaloosa Horse Club and to protect the ApHC
interest when it is contemplating entering into a transaction (defined below) that might benefit the private interest of a director, corporate
office, the top management or top financial official, or a key employee (insider, as defined below).
Oregon Not For Profit Law
Director Conflict of Interest
(1) A conflict of interest transaction is a transaction with the corporation in which a director of the corporation has a direct or indirect
interest. A conflict of interest transaction is not voidable or the basis for imposing liability on the director if the transaction is fair to the
corporation at the time it was entered into or is approved as provided in subsection (2) or (3) of this section.
…
(4) For the purposes of this section, a director of the corporation has an indirect interest in a transaction if:
a. Another entity in which the director has a material interest or in which the director is a general partner is a party to the transaction; or
b. Another entity of which the director is a director, officer or trustee is a party to the transaction, and the transaction is or should be
considered by the board of directors of the corporation.
(5) For purposes of subsections (2) and (3) of this section, a conflict of interest transaction is authorized, approved or ratified if it receives
the affirmative vote of a majority of the directors on the board of directors or on the committee who have no direct or indirect interest
in the transaction. A transaction may not be authorized, approved or ratified under this section by a single director. If a majority of the
directors who have no direct or indirect interest in the transaction votes to authorize, approve or ratify the transaction, a quorum is
present for the purpose of taking action under this section. The presence of, or a vote cast by, a director with a direct or indirect interest
in the transaction does not affect the validity of any action taken under subsection (2)(a) or (3)(a) of this section if the transaction is
otherwise approved as provided in subsection (2) or (3) of this section.
30
(6) For purposes of subsection (3)(b) of this section, a conflict of interest transaction is authorized, approved or ratified by the members
if it receives a majority of the votes entitled to be counted under this subsection.Votes cast by or voted under the control of a director
who has a direct or indirect interest in the transaction, and votes cast by or voted under the control of an entity described in subsection (4) of this section may be counted in a vote of members to determine whether to authorize, approve or ratify a conflict of interest
transaction under subsection (3)(b) of this section. A majority of the members, whether or not present, that are entitled to be counted
in a vote on the transaction under this subsection constitutes a quorum for the purpose of taking action under this section.
(7) The articles, bylaws or a resolution of the board may impose additional requirements on conflict of interest transactions. [1989 c.1010 §89]
Interest means any commitment, investment, relationship, obligation, or involvement, financial or otherwise, direct or indirect, that may
influence a person’s judgment, including receipt of compensation from the ApHC, a sale, loan, or exchange transaction with the ApHC. Interest is also present if any insider’s family members, business partner or close associate’s commitment, investment, relationship, obligation, or
involvement, financial or otherwise, direct or indirect, such that may influence the person’s judgment.
A conflict of interest is present when, in the judgment of the Board of Directors, an insider’s stake in the transaction is such that it reduces
the likelihood that an insider’s influence can be exercised impartially in the best interests of the ApHC.
Transaction means any transaction, agreement, or arrangement between an insider and the ApHC, or between the ApHC and any third party
where an insider (or their family members, business partner or close associates) has an interest in the transaction or any party to it.
Whether a conflict of interest may be “real”, “potential”, or “perceived,”the same duty to disclose applies.
Full disclosure in itself does not remove a conflict of interest. On disclosure of a conflict, the ApHC President has the right to ask a Director to
recuse him/herself from voting, from participating in discussion, or from being pres¬ent in the meeting.This right extends up to and including
asking for the Director’s resignation from the Board.
Principles for Dealing with a Conflict of Interest
• The Director must openly disclose a potential, real or perceived conflict of interest as soon as the issue arises and before the Board
deals with the matter of issue.
• If the Director is not certain he/she is in a conflict of interest position, the matter may be brought before the ApHC President, Executive
Committee or Board for advice and guidance.
• It is the responsibility of other Board members who are aware of a real, potential or perceived conflict of interest on the part of a fellow
Director to raise the issue for clarification, first with the Director and, if still unresolved, with the ApHC President.
• The disclosure and decision as to whether a conflict exists shall be duly recorded in the minutes of the meeting.
Disposition of Complaints and Disputes Involving Directors
• The ApHC Executive Committee, in a meeting duly called for the purpose, shall review any written complaints that a director has
violated any provision of the Corporation’s Articles, Bylaws, Rules and Regulations, Policies, Director Code of Conduct including its
conflict of interest provisions, and/or Oath of Office.
• The Executive Committee shall similarly review disputes between members of the Board that interfere with the ability of the Board to
carry on its business.
• If necessary and/or appropriate, complaints may be referred to an independent arbiter.
• Credible allegations of illegal activity shall be immediately referred to law enforcement or other appropriate authorities for investigation. Any director against whom such allegations are made shall, on request of the ApHC Executive Com¬mittee, take a leave of
absence from the Board pending completion of the investigation.
• The review of such complaints or disputes shall include an opportunity for the Director concerned to present their posi¬tions in a
special executive (closed) meeting of the ApHC Executive Committee called for this purpose, with due notice provided to all parties.
• Every attempt should be made to resolve such matter expeditiously and fairly.
• If the ApHC Executive Committee so determines, recommendations by the ApHC Executive Committee regarding resolu¬tion of any
such matters may be brought to the Board for final determination, otherwise the ApHC Executive Committee may make the final
determination.
• The ruling of the ApHC Executive Committee or the Board of Directors, as the case may be, shall be final. Such final determination
may include, but is not limited to, formal or informal censure or suspension from service on a Board com¬mittee or committees for
up to six (6) months by the ApHC President or the ApHC Board of Directors, suspension of the Director concerned for a definite or
indefinite period from service on the ApHC Board of Directors, and/or a request for the said Director’s resignation from the ApHC
Board of Directors.
31
ApHC DIRECTOR SOCIAL MEDIA PRINCIPLES
Principles for an apHC director’s personal behavior in online social media when you are speaking
“about” the ApHC:
• All directors are subject to the ApHC’s Code of Conduct in every public setting, including your personal activities online.
• Anything that you post that can harm the ApHC’s image, reputation and/or interests, will be your responsibility.Your per¬sonal and
ApHC interests are likely to intersect online. While the ApHC respects your rights of free speech, ApHC members, vendors and/or
non-members may access the online content you post, and your public positions online that are counter to the ApHC’s interests could
harm the ApHC.
• If you encounter online posts that disparage and/or attack the ApHC or that invite negative conversations related to the ApHC, avoid
the temptation to react yourself. Pass any such posts to the ApHC President, CEO, and/or ApHC designated spokesperson, if any, for
their attention and/or response.
• You must not reveal confidential and/or sensitive information about the ApHC.
• Do not post any defamatory, abusive, profane, threatening, offensive, or inappropriately negative information. Respect the law, including those laws governing defamation, discrimination, harassment, copyright, trademark and fair trade use.
• How you conduct yourself in the online social media space not only reflects on you but also on the ApHC.
Principles for an ApHC director’s official/representative behavior in online social media when you are
speaking “on behalf of ” the apHC:
•
•
•
•
•
•
You are subject to all of the principles applicable to your personal behavior in online media space.
Act with honesty and integrity in all matters.
Be respectful of all individuals, races, religions and cultures.
Your online posts must convey the positive mission(s) and/or purpose(s) of the ApHC.
Disclose in all official communications related to your responsibilities as a Director your name and your position as an ApHC Director.
You must ensure that your posts are completely accurate and not misleading. If you have any questions or doubts about the information you contemplate posting, do not post it
ApHC Director Code of Ethics
Following is a policy statement that sets forth the general principles each board member should use to evaluate their conduct in meeting
responsibilities to the ApHC Board of Directors, general membership, and to fellow board members.The ultimate success of the ApHC and its
programs depends, to a large degree, on the sound judgment and unbiased attitude of the few, who comprise its board of directors.
Attendance: A member shall attend and fully participate in called meetings of the board of directors to exercise the individual responsibility
granted to them by the board.
Conflict of Interest: A member shall avoid a business or personal situation having a potential for conflict or appearance of conflict with their
responsibilities to the ApHC, or which could tend to compromise their primary duty to further the purposes and policies of the Appaloosa
Horse Club.
Self-Interest: A member shall refrain from the use of the ApHC, its personnel or property to further their own purposes or business gain, and
shall avoid situations or receipts of benefits which hint of favoritism.
Confidentiality: A member may not divulge to any third party information regarding confidential ApHC registration, membership information, executive session discussions, personnel matters and similar matters of sensitivity to ApHC operations. Copies of minutes of meetings of
the board of directors and its committees may be circulated to other persons unless they contain any such confidential information, in which
case such minutes must remain confidential.
Opposing Points of View: A member will endeavor to foster harmonious relationships with other members by frank and good-faith discussion in meetings, and at all times be open minded, recognizing that expression of an opposing viewpoint is often healthy to ultimate decision
making.
Pending Litigation: To coordinate the ApHC’s approach to the case, a member shall avoid individual discussion with a litigant or third parties
concerning any litigation pending against the ApHC, but shall refer all inquiry to the board of directors or to the ApHC attorney.
Judging: While serving on the ApHC Board of Directors, an individual shall not judge the National and/or World Show.
Representation: No one or no group, regardless of organizational designation, shall represent themselves as an ApHC spokesperson without
prior approval of the ApHC Executive Committee. This shall include but not be limited to printed and/or electronically transmitted material.
32
Board of Directors Territories & Zones
Territory 1 – Zone A
Washington
Missouri
Michigan
Oregon
Nebraska
Ohio
British Columbia
Territory 3 – Zone B
Yukon Territory
Iowa
Pennsylvania
Wisconsin
NewYork
Alaska
Ontario
Idaho
Territory 3 – Zone C
Montana
Illinois
Wyoming
Indiana
New Jersey
Alberta
Northwest Territories
North Dakota
South Dakota
Minnesota
Saskatchewan
Manitoba
Maine
Connecticut
Oklahoma
Louisiana
Alabama
California
Arkansas
Hawaii
New Hampshire
Texas
Florida
Nunavut
Vermont
Tennessee
Massachusetts
Rhode Island
Quebec
New Brunswick
Nova Scotia
Prince Edward Island
Newfoundland
Territory 7
Austria
Czech Republic
Mississippi
Nevada
Germany
Georgia
Italy
South Carolina
The Netherlands
North Carolina
Sweden
Utah
Arizona
New Mexico
Mexico
France
Switzerland
Affiliates in the Southern
United Kingdom
Hemisphere, Central America
Kentucky
Japan
and South America
Virginia
Any other international
West Virginia
affiliates not otherwise listed
Colorado
Kansas
Delaware
District of Columbia
Maryland
33

Orientation Manual - Appaloosa Horse Club

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