THE DAVENPORT ARABIAN CONSERVANCY, INCORPORATED
adopted by the Board of Directors, June 6/1994
ARTICLE I. IDENTITY
This corporation, The Davenport Arabian Conservancy, (THE CONSERVANCY), is incorporated in the state of Illinois. The purpose of THE CONSERVANCY is, through educational, research, and charitable activity such as qualify it as exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Revenue law), to enhance public awareness and appreciation of the Davenport Arabian horse as Homer Davenport knew it, with emphasis on its usefulness, aesthetic merit, historical tradition, and appropriate place in contemporary Arabian horse breeding. The term “Davenport Arabian Horse” is defined as a horse which traces in all lines of descent to the horses registered by The Arabian Horse Registry of America as imported directly from Arabia to the United States by Homer Davenport in 1906.
THE CONSERVANCY is a not for profit corporation. Funds belonging to THE CONSERVANCY will be used to further the purposes of THE CONSERVANCY, including, for such purposes, the makings of distributions to organizations that qualify as exempt organizations under section 501 (c)(3) of the Internal Revenue Code or any corresponding section of any future federal tax code. No part of the funds of THE CONSERVANCY shall inure to the benefit of any Director or Officer except that reasonable expenses may be paid to such persons when acting to further the purposes of THE CONSERVANCY. No person shall be entitled to share in funds belonging to THE CONSERVANCY upon dissolution of THE CONSERVANCY. Notwithstanding any other provision of the articles of incorporation or these bylaws, THE CONSERVANCY shall not conduct any activities not permitted to be conducted (1) by an organization exempt from taxation under Section 501(c)(3) et al of the Internal Revenue Code and its regulations and any amendments thereto, or (2) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue law). Unless otherwise fixed by the Board, the calendar year shall be the fiscal year.
THE CONSERVANCY may pursue its purposes in any manner consistent with the articles of incorporation, these bylaws, the Illinois Not for Profit Corporation Act, as amended or modified from time to time, and Section 501(c)(3) et al of the Internal Revenue Code and its regulations and any amendments thereto.
It is anticipated that a portion of the funding of THE CONSERVANCY will come from private donations. The Board of Directors may accept, on behalf of THE CONSERVANCY, any contribution, gift, bequest or devise for the purposes of THE CONSERVANCY. Additional funding may come from activities directly related to the purposes of THE CONSERVANCY.
THE CONSERVANCY will not have members having rights, obligations or functions as members under the laws pertaining to Illinois not-for-profit corporations. Participation in CONSERVANCY activities will be open to all persons who wish to participate in the affairs of the organization. It will not be limited to owners of Davenport Arabian horses and will not by itself imply responsibility on the part of the participant for actions of THE CONSERVANCY, nor does such participation, in and of itself, give the participant standing to bring a cause of action against THE CONSERVANCY, or a director, officer, agent, employee or volunteer of THE CONSERVANCY. The private property of the Directors of THE CONSERVANCY shall not be liable for the debts and liabilities of THE CONSERVANCY. No director, officer, agent, employee or volunteer of THE CONSERVANCY will be held personally liable for work done in good faith in accordance with the bylaws and articles of incorporation of THE CONSERVANCY.
The affairs of THE CONSERVANCY will be under the direction of a Board of Directors. Directors should be, with few exceptions, persons with a background and experience in owning, breeding, and raising Davenport Arabian horses and who are deemed able to effectively pursue the purposes of THE CONSERVANCY.
B. OFFICIAL MEETINGS
An annual business meeting will be held in the month of February at a place designated by the Board of Directors. The Board may adjust the date if need arises. Special meetings may also be held if approved by the Board or if called by fifty
(50) percent of the Directors. The procedures for electronic meetings and for official Board action without a meeting will be pursuant to Illinois statute. Proxy voting is not authorized.
Notice of an official meeting of THE CONSERVANCY must be given not less than fourteen (14) days prior to the date of a meeting. A meeting may be held at less than official notice providing all Directors waive notice. Official business may be enacted at any time when all Directors are present, whether or not official notice was provided.
D. CORPORATE RECORDS
At each annual meeting, there must be a financial accounting to the Board of Directors including itemization of business for the past year and explanation of the current financial obligations and assets of the organization. The minute book and records of all official votes, correspondence and documents received by and generated for THE CONSERVANCY for the past year will be available to the Board of Directors at the annual meeting and at other times upon request. The Board of Directors will adopt an annual budget. The Officers of THE CONSERVANCY are authorized to expend the corporationʼs funds only as designated in the budget and otherwise as further authorized by the Board.
A vote for dissolution of THE CONSERVANCY will require a 3/4 vote of the Board of Directors at two consecutive annual meetings. If no annual meetings are held for five consecutive years, any two Directors may act to dissolve the organization. In case of dissolution and after payment of all creditors, the remaining assets of THE CONSERVANCY will be handled as specified in the articles of incorporation. If that organization qualifies as eligible for such receipt, preference as a recipient of assets will be given to The Arabian Horse Trust with money transferred to it to be used for Arabian horse library and archival purposes.
IV. BOARD OF DIRECTORS
The Board of Directors shall consist of the President, the Vice-President, the Secretary-Treasurer, and Directors at Large. The duties of the Board will be the supervision and operation of the business of THE CONSERVANCY.
B. APPOINTMENT, TERM, VACANCY, REMOVAL
There will be a minimum of five (5) and a maximum of ten (10) Directors. The Board may, from time to time, increase or decrease the size of the Board. The Board shall be constituted so as to include a minimum of four directors of which each owns or has an ownership interest (which may include a spousal interest) or financial interest in five separate Davenport horses. At all times the majority of the members of the Board of Directors shall each individually own or have such an interest or interests in five or more Davenport Arabian horses. The term of membership on the Board shall be from time of appointment to the next annual meeting. Annually, the President will appoint a nominating committee from members of the Board which will submit to the outgoing Board of Directors nominations for membership on the Board of Directors for the coming year. From these nominations and other sources used at the outgoing Boardʼs discretion, the members of the incoming Board will be appointed by the outgoing Board at the annual meeting. Vacancies may be filled or additional Directors appointed by a majority vote of the Directors in office at any time. A Director may be removed by a majority vote of the Directors in office.
A quorum of the Board will consist of a minimum of half (1/2) of the Directors in office. An affirmative vote will require a majority of Directors present. Less than a quorum may adjourn any meeting from time to time until a quorum shall be present, whereupon the meeting may be held, as adjourned, without further notice.
A Director who is present at an official meeting at which corporate action is taken will be presumed to have assented to the action taken unless his dissent is entered in the corporate minutes or unless written dissent is filed with the Secretary-Treasurer during the meeting or immediately after the adjournment of the meeting. Such right of dissent does not apply to any Director who voted in favor of such action.
The Board will have the authority to appoint and organize an Executive Committee of a minimum of one (1) and a maximum of five (5) Directors, including the President, to conduct such affairs of THE CONSERVANCY as the Board may authorize. Committees may be established, organized, assigned duties and terminated by the Board. All committees will terminate at the annual meeting. Action by a committee of the Board will follow the same rules that govern action by the Board.
A. APPOINTMENT, TERM, VACANCY, REMOVAL
The Officers of THE CONSERVANCY will include the President, Vice-President and the Secretary-Treasurer, and such other Officers as may be authorized by the Board of Directors. All Officers will be members of the Board of Directors.
All Officers will be appointed by the Board, and may be removed from office at the Boardʼs discretion. A term shall be considered the period of time between appointment and the next annual meeting when it will expire unless no replacement appointment is made, in which case it will continue until such appointment is made or until the next annual meeting. Vacancies may be filled by the Board at any time when they exist, but such appointments will normally be made at the annual meeting.
The duties of the Officers will be those prescribed by these Bylaws and/or the Board of Directors. The President will preside at all official meetings of the Board (and the Executive Committee, if one is appointed), and with authorization from the Board, will conduct the day-to-day affairs of THE CONSERVANCY. The President will serve as ex-officio on all Committees. The Vice-President will preside at any official meeting of the Board (and the Executive Committee, if one is appointed) in the absence of the President. The Secretary-Treasurer will serve as the corresponding and recording officer of THE CONSERVANCY, and will receive all official mail for the organization and will be responsible for the preparation, maintenance and filing of all corporate records, reports, financial records and all other reports required by federal law, Illinois statute, the Charter and Bylaws of THE CONSERVANCY, or the Board (and the Executive Committee, if one is appointed). The duties of the Secretary-Treasurer may be divided between two people.
VI. ASSOCIATE MEMBERS
Associate Members will be persons who participate in the affairs of the CONSERVANCY according to standards established by the Board of Directors. They will not by virtue of their associate member status have the functions, rights, or responsibilities described by Illinois statutes for members of not-for-profit corporations. The recommendations of Associate Members will have only advisory effect upon the actions of the Board of Directors. At the annual meeting or at other times, they may submit advisory recommendations to the Board of Directors. When thirty or more Associate Members (including seated Directors) are present at an annual meeting, they may submit to the nominating committee two nominations for consideration by the Board to fill vacancies in its membership.
A) The policies and positions of The CONSERVANCY shall be those prescribed by the charter, bylaws, and resolutions of the Board of Directors. No Officer, Director, agent, employee, or any other person shall have the authority to formulate policy for THE CONSERVANCY. THE CONSERVANCY shall not be responsible for unauthorized statements made by any person, regardless of the office or position which that person may hold within THE CONSERVANCY. No person shall have the power to contract debts in the name of THE CONSERVANCY without authorization by the Board of Directors.
B) THE CONSERVANCY will not risk affiliation, real or perceived, with any horse breeding group or horse activity which does not fit the definition of Davenport Arabian horses given in these bylaws. This will not prevent THE CONSERVANCY from making common cause with other groups of Arabian breeders, horsemen or organizations who share goals for the Arabian horse with THE CONSERVANCY and it will not prevent it from cooperating with other organizations which may function directly or indirectly to advance its purpose as given in its charter and these by-laws.
C) Within the restrictions of its charter and these bylaws, THE CONSERVANCY may own and manage physical property including Arabian horses.
D) Upon election to do so by its Board of Directors, THE CONSERVANCY may act as administrator for projects which are within the legal parameters of its charter and these bylaws and which are assigned to it by individuals or organizations.
E) Except when permitted by the Board of Directors in regard to specific motions, discussion of bylaws at any meeting of participants in affairs of THE CONSERVANCY at which voting occurs will not exceed 1/2 hour for that meeting. At the end of 1/2 hour of discussion, bylaw proposals which are pending will be tabled or put to immediate vote.
F) THE CONSERVANCY will not permit itself to become a marketing organization whose primary purpose is to find buyers for Arabian horses. It will not conduct or sponsor auctions of Arabian horses.
G) The Principal office of THE DAVENPORT ARABIAN CONSERVANCY will be at 254 E Jefferson, Winchester IL 62694. Additional offices may be established by the Board of Directors.
The articles of incorporation and these bylaws may be amended by a two-thirds (2/3) vote of the Board at an official meeting provided that a statement of the proposed amendment shall have been included in the notice or waiver of notice of such meeting.
IX. APPROVAL AND EFFECTIVE DATE
These bylaws were approved by the initial Board of Directors on June 6, 1994 and go into effect on the same date.
Certified by Jeanne Craver, Secretary-Treasurer of THE CONSERVANCY