Bylaws
Plantation Walking Horse Association of California

ARTICLE I—Name
The name of this Corporation is the Plantation Walking Horse Association of California.

Article II—Purpose
The Plantation Walking Horse Association (PWHA) is a not for profit California corporation
whose purpose is:
· To promote the general welfare of the Tennessee Walking Horse;
· To serve as an advocate for the Walking Horse against abusive and inhumane treatment;
· To provide a program for Walking Horses to be exhibited, judged, and showcased in full
compliance with the Horse Protection Act;
· To increase public awareness of the natural abilities of the Walking Horse;
· To generate growth of the Plantation Walking Horse Association via the marketing,
promotion, advertising, and publicity of the natural Walking Horse;
· To increase the proficiency of PWHA members in all matters of horsemanship;
· To serve as a communication hub for the Walking Horse Industry and other equine
interest groups;
· To carry out the purposes as set forth in the corporation's Restated Articles of
Incorporation (1988);
· To engage in any and all other lawful business allowed accomplishing the above
purposes.

ARTICLE III—Place of Business
The place of business of the Corporation shall be the State of California. The principal office of
the Corporation shall be at the address of President duly elected by the Board of Directors. This
address shall change from time to time.

Article IV—Members
4.1 Eligibility: The members of the corporation shall be those private persons of the age of 18
years or older interested in helping further the objectives of PWHA. Members may be residents
of any state, territory or country; if under 18 years of age, the minor may be a part of a family
membership.
4.2 Classes of Members: The Board of Directors shall establish membership classes as it deems
appropriate together with the schedule of dues, privileges and benefits.
4.3 Membership Types: Membership shall consist of two types.
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(a) Single membership for one party, such party is entitled to one (1) vote.
(b) Dual membership, which consists of two (2) adults and minor children, under the age
of 18. This type of membership is entitled to two (2) votes.
4.4 Application for Membership: Application for membership shall be made in writing on an
application form prescribed by the Board of Directors. The application form shall include such
matters as the Board of Directors may determine.
4.5 Dues: Upon payment of dues, the record of which, will be kept by the Secretary of the
Corporation. The initiation fees of new members and membership dues shall be determined and
fixed by the Board of Directors. Memberships are non-transferable. Memberships are calculated
on the calendar year January 1 through December 31.
4.6 Membership Duration: Membership shall continue as long as the annual dues are promptly
paid.
4.7 Member Standing: Members of PWHA shall be admitted, retained and expelled in
accordance with such rules and regulations as adopted by the Members and enacted by the
Board of Directors. In all matters governed by the vote of the Members, each Member in good
standing shall be entitled to one vote. Whenever, in these Bylaws the term Member or Members
shall be used, unless otherwise specified, it shall mean a Member or Members having the right to
vote.
4.8 Violation of Horse Protection Act: Any member found by the U.S. Department of
Agriculture in violation (after the exhaustion of all administrative remedies and all appeals) of
the Horse Protection Act for animal cruelty after January 1st 2003, shall be expelled.
Article V—Meetings and Annual Meeting
5.1 Annual Meeting: The regular annual meeting of the Members shall be held at such time and
place as set by the Board of Directors. The purpose of the annual meeting of Members is to
announce newly elected Officers and Directors and transact other matters as may properly come
before the Members. The annual meeting of the Members of the Corporation shall be held at the
time and place designated by the Board of Directors. The failure to hold an annual meeting in a
timely manner shall in no way affect the terms of Officers or Directors of the Corporation or the
validity of actions of the Corporation.
5.2 Special Meetings: Special meetings of Members for any purpose may be held at such time
and place as designated in the notice, when called in writing by or at the direction of the
President or by a simple majority of the Board of Directors, or by notice signed by not less than
twenty-five percent (25%) of the Members then in good standing. The costs of providing notice
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for meetings called for other than by the President or the Board of Directors shall be borne by
the Member requesting the meeting.
5.3 Notice: Written notice stating place, day and time of the meeting and, in the case of a
special meeting, the purpose(s) for which the meeting is called, shall be delivered by first class
United States mail, electronic mail, facsimile or as part of a newsletter, magazine, or other
publication regularly sent to members if conspicuously identified as a notice not less than thirty
(30) days nor more than sixty (60) days before the date of the meeting. Notice shall be given by
or at the direction of the President or Secretary or the person(s) calling the meeting to each
Member of record entitled to vote. If mailed, such notice shall be deemed to have been
delivered when deposited with prepaid first class postage in the United States mail addressed to
the Member at his/her address as it appears on the records of the Corporation.
5.4 Quorum: At any meeting of the Members held in accordance with the provisions as to
notice, the Members attending such meeting shall constitute a quorum for all purposes unless
law should require the representation of a larger number.
5.5 Voting: A Member may exercise voting privileges by mail-in ballot if and when provided by
PWHA or by being physically present at a meeting. Provision of ballot by mail for voting shall be
at the sole discretion of the Board of Directors except that ballot by mail votes shall be required
for the annual election of Officers, Board of Directors and Bylaws changes. Voting privilege
cannot be delegated by proxy.
5.6 Procedure: Any Officer of the PWHA may call the meeting to order and may act as chair of
such meeting, precedence being given as follows: President, Vice President, Secretary and
Treasurer.
(a) In the absence of all such Officers, Members present may elect a chair.
(a) (b)The Secretary of the Corporation shall act as secretary of all meetings of the
Members, but in the Secretary's absence, the chair of such meeting may appoint any
person to act as secretary of the meeting.
Article VI—Directors
6.1 General Powers and Responsibilities: The business and property of the PWHA shall be
managed and controlled by the Board of Directors. The Board of Directors shall have the
following powers:
(a) The Board of Directors shall have the power and authority to make, amend, repeal
and enforce such rules, regulations, policies and procedures not contrary to law or
the Certificate of Incorporation or these Bylaws, as they may deem expedient
concerning the conduct, management and activities of PWHA.
(b) The admission, classification, qualification, suspension and expulsion of Members.
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(c) Removal of Officers, the rules, regulations, policies and procedures governing the
procedure of such suspension and expulsion and removal.
(d) The fixing and collecting of dues and fees.
(e) Expenditures of money; auditing of books and records; awarding of championships;
conducting of shows, contests, exhibitions, sales and social functions.
(f) Other details relating to the general purposes of the PWHA.
(g) All of the above, however, subject to revision or amendment by the Members at any
regular or special meeting of the Members, provided written notice of intention of
any rule or regulation shall have been mailed to all Members at least thirty (30) days
in advance of the meeting.
6. 2 Board Size and Compensation: The Board of Directors shall be composed of up to eleven
(11) Members. The Board shall be composed of a President, Vice President, Secretary,
Treasurer and three(3) other Directors. The immediate Past President of the PWHA shall be an
ex officio member of the Board of Directors without voting privileges. The Board will receive
no compensation for their services.
6.3 Board Meetings: The regular annual meeting of the Board of Directors shall be held
immediately following the annual Member's meeting, and no notice shall be required for any
such regular meeting of the Board. The Board, by rule, may provide for other regular meetings
at stated times and places, of which no notice shall be required and are open to the general
membership.
(a) Special Meetings: Special meetings of the Board of Directors shall be held whenever
called by the President or by one-third (1/3) of the Directors. The Secretary shall
give notice of each special meeting by mail, telephone, electronic mail or facsimile to
each Director at least ten (10) days before the meeting, but any Director may waive
such notice. Unless otherwise indicated in the notice, any and all business may be
transacted at a special meeting. Any meeting at which every Director may be
present, even though without notice, any business may be transacted.
(b) Electronic Conference Meetings: Electronic Conference Meetings. A conference
among Directors, or among members of any Committee designated by the Board of
Directors, by any means of communication through which the participants may
simultaneously hear each other during the conference, constitutes a meeting of the
Board or the Committee, if the same notice is given of the conference persons
participating in the conference would be sufficient to constitute a quorum at the
meeting. Participation in a meeting by such means constitutes personal presence at
the meeting.
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(c) Action without Meeting: An action required or permitted to be taken at a Board
meeting or a Committee of the Board may be taken by written action signed by the
number of Directors that would be required to take the same action at a meeting of
the Board at which all Directors were present; provided, that all Directors are
notified within 72 hours of the text and effective date of the written action. Such
written consent shall be filed with the Minutes of the proceedings of the Board or
Committee.
(d) Quorum: A simple majority of the number of Directors shall constitute a quorum for
the transaction of business, but if at any meeting of the board there may be less than a
quorum present, a majority of those present may adjourn the meeting from time to
time until a quorum shall be present.
(e) Voting: Each Director shall have one vote and such voting may not be conducted by
proxy. Motions put to a vote by the board shall be approved of by simple majority.
The president shall not vote except to break a tie vote.
(f) Procedures: At all meetings of the Board of Directors, the President or Vice
President in the President’s absence shall act as Chair. The Secretary, or in the
Secretary’s absence, any person appointed by the Chair, shall act as Secretary.
6.4 Board Elections: Eligibility for election to and serve on the Board of Directors, an individual
shall be a Member in good standing of PWHA for one (1) year previous to nomination.
(a) Term: The terms of the Directors shall be 1 year, and directors may run unlimited
times. Despite the expiration of a Director's term, such Director shall continue to
serve until a successor is elected and qualified. Directors shall be announced at each
annual meeting.
(b) Nomination Procedures: A slate of nominations for consideration to election by the
Members for the offices of President, Vice President, Secretary, Treasurer and Board
of Directors shall be presented to the Board prior to the annual election.
(c) Resignation, Termination and Absences: Resignation from the Board of Directors
must be submitted in writing to the Board Secretary. Any elected Director who is
absent without good cause for two (2) consecutive times from meetings of the Board
of Directors is automatically removed as a Director without further action upon his
second absence. A Director so removed, shall be ineligible for election as a Director
for the year immediately following his removal. Absences shall be evidenced by roll
call at meetings of the Board of Directors. The Director who is absent with cause
may designate an alternate representative who is a member in good standing to
attend the meeting and act in the Director's stead upon the approval of the President.
A board member may be removed for other reasons with or without cause by a twothirds
majority of the remaining Directors. Such removal shall be effective upon
written notice to the Director so removed.
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(d) Vacancies: In case of any vacancy on the Board of Directors by death, resignation,
termination or other cause, the President, with advice and consent of the Executive
Committee, shall appoint a qualified successor to serve until the next general election
of Directors at an annual meeting of Members
Article VII—Officers and Duties
7.1 Officers: The Officers of the PWHA shall be the President, Vice President, Secretary, and
Treasurer. Such Officers shall hold office for the period of one year and until their successors
are elected and qualified. Such Officers cannot serve more than two (2) consecutive years.
(a) President: The President shall be the Chief Executive Officer of PWHA and shall
preside at all meetings of the Board of Directors and of the Executive Committee.
He/she shall see the Bylaws, rules, regulations, policies and procedures of the PWHA
are enforced. He/she shall perform all other duties as are required by Bylaws or
Executive Committee and all other duties that may be prescribed from time to time
by the Board of Directors. The President shall appoint all committees except the
Executive Committee. In the absence of the President, the Vice President, and in
his/her absence, the Secretary shall have the powers and perform the duties of the
President and other such duties as may be prescribed by the Board of Directors.
(b) Vice President: The Vice President shall assist the President in executing the affairs
of PWHA. In the event the President is incapacitated, absent, or otherwise unable to
act, the Vice President shall serve as President for the period of such incapacity or
absence.
(c) Secretary: The Secretary shall keep the written records of the meetings of the Board
of Directors, the Executive Committee, the annual meetings and any special meetings
that may from time to time be called. The Secretary shall work with the
administrative office to perform duties that are customary to the office and determine
that the membership records are properly kept. The Secretary shall have the
responsibility to maintain and authenticate the records of PWHA.
(d) Treasurer: The treasurer shall be the person responsible for the financial duties of the
Corporation. The Treasurer shall oversee that accurate records of financial
transactions are maintained and submit regular financial reports to the Board of
Directors. The Treasurer shall present the Annual Financial Report to the
membership at the annual PWHA meeting.
Article VIII—Committees
8.1 General: The Board of Directors, from time to time, may create and empower committees,
general or special.
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8.2 Executive Committee: There shall be an Executive Committee consisting of the President,
Vice President, Secretary, Treasurer and the immediate Past President each for a term of one (1)
year or until the election of officers at the annual meeting.
(a) The President shall fill all vacancies on the Executive Committee occurring between
annual meetings of the PWHA.
(b) The Executive Committee shall meet as directed by the President or two (2)
Members of the Committee acting jointly, of which meeting the Secretary shall give
ten (10) days notice by letter, telephone, electronic mail or facsimile, but such notice
may be waived by any Committee Member.
(c) The Committee may act, without convening a in meeting, by written resolution
signed by all Committee Members thereof and duly entered in PWHA records. At all
meetings of the Committee, three (3) Committee Members shall constitute a quorum.
(d) All powers of the Board of Directors, except the power to change Bylaws are vested
in the Executive Committee. All action of the Executive Meeting shall be referred to
the Board of Directors for ratification at the subsequent meeting of the Board of
Directors.
8.3 Nominating Committee: The nominating committee shall be appointed by the President and
consist of at least one Board of Director and one general member.

Article IX—Administration of PWHA
9.1 Administration: Administrative position(s) for the purpose of maintaining business and
operations shall be identified, appointed and filled by the Executive Committee as required.
These appointive positions shall serve at the pleasure of the Executive Committee. The
Executive Committee shall determine the provisions of appointment, such as, but not limited to,
salary and benefits, at its discretion. The position(s) may be held by multiple persons or by one
person. Job Descriptions including duties and responsibilities for the position(s) shall be the
responsibility of the Executive Committee.
9.2 Fiscal Year: The year of PWHA will commence January 1st of each calendar year and cease
on December 31st of the same year.
9.3 Auditing of Accounts: An audited financial statement shall be prepared and presented to the
membership at the annual meeting by the Treasurer.

Article X—Amendments
10.1 Board of Directors: The Board of Directors shall have the power to make, amend and
repeal the Bylaws of PWHA by a vote of two-thirds (2/3) majority of the Board of Directors at
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any regular or special meeting subject to the right of the Members to rescind or amend any such
Bylaw in the manner as provided in Article 6.12, for the revision of rules and regulations.
10.2 Members: PWHA members shall have the power to make, amend and repeal the Bylaws of
PWHA by a vote simple majority of the membership at the annual meeting.
10.3 Amendment to Bylaws: To be eligible for consideration by the Board of Directors, a
proposed amendment to the PWHA Bylaws shall be filed in writing in the office of the Executive
Committee at least sixty (60) days prior to the meeting of the Board of Directors at which time
the proposed amendment is to be considered. The proposed draft shall be promptly sent by the
Secretary to each individual eligible to vote at a meeting of the Board of Directors. The time
requirement for filing contained in this paragraph may be suspended by the Board of Directors at
any regular or special meeting upon simple majority vote of eligible voters present, provided a
quorum is present.

ARTICLE XI – Additional
11.1 Rules and Orders. Except as otherwise provided in these Bylaws, or as may be provided
from time to time by the Board of Directors, “Robert’s Rules of Order” (current edition) shall
govern all meetings of the Board of Directors and Committees.
11.2 Minutes. Minutes shall be kept of all meetings of the Board of Directors and Committees.
11.3 Standard of Conduct. Each Director and Officer shall discharge his/her duties as a Director
or Officer in good faith, in a manner which the Director or Officer reasonably believes to be in
PWHA’s best interest, and with the care an ordinarily prudent person in a like position would
exercise under similar circumstances.

ARTICLE XI - Debt Obligations and Personal Liability
No Board member or Officer of PWHA shall be personally liable for the debts or obligations of
PWHA of any nature whatsoever, nor shall any of the property of the Officers or Directors be
subject to the payment of the debts or obligations of this corporation.

Article XII – Indemnification
The Board of Directors and Officers of the Corporation shall be indemnified by the corporation
to the fullest extent permissible under the laws of the State of California.

ARTICLE XIII – Dissolution
Upon the time of dissolution of PWHA, after paying or making provisions for the payment of all
debts, obligations, liabilities, costs and expenses of the corporation, the Board of Directors may,
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by a two-thirds majority affirmative vote distribute the remaining property and assets either
exclusively for the purposes for which the corporation is formed or consistent with such
purposes, to such organization or organizations which are organized and operated for such for
one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue
Code, or the corresponding section of any future tax code. No member shall profit from the
dissolution of PWHA.