The name of this organization shall be the ARABIAN HORSE FAIR ASSOCIATION, hereinafter referred to as AHFA and operating under its auspices but maintained as a separate entity, the United States Arabian Horse Registry, hereinafter referred to a USAHR.

AHFA shall maintain a principal office and registered agent as required by the laws for non-profit corporations of the State of Idaho, having moved the office and registered agent from New Mexico. Its principal office may be the office address, or in lieu of same, the residence address of the President or any officer, member of the Board of Directors, or any Regular Member of AHFA in good standing. Its registered agent may be the President, or in lieu of same, any Regular Member of AHFA in good standing. The principal office may be changed from time to time by the Board of Trustees of USAHR and the Board of Directors of AHFA; provided, however, that any such proposed change shall first be submitted to the members of AHFA for approval by means of the voting procedures established in Sections VI and VII of these bylaws and further, shall not be made unless approved by a two-thirds majority of the votes cast of all the membership eligible to vote.

Section 3.0 (General)

The cornerstones of this association are the prevention of abuse, including the use of drugs on horses, preservation of the authentic Arabian type and breed standards as defined in our Rule Book, and the preservation and record collection of the pedigrees of Arabian Horses. AHFA is an autonomous organization and its rules shall not be subordinated to those of any other organization.

Section 3.1 (Arabian Horse Fair Association)

The Arabian Horse Fair concept was born out of a need to have organized activities for amateur Arabian owners and their families. The objectives are to aid and encourage the exhibiting, use perpetuation and breeding of registered purebred Arabian horses through the concept of educational seminars and show classes and to promote the improvement of both horse and handler to more advanced levels by developing and providing rules that are available to groups/organizations throughout the United States who wish to be an Affiliated show/organization within our framework.  Arabian Horse Fair allows no presentation or showing of yearlings. Arabian Horse Fair is primarily a performance oriented organization. Yet the goal remains growth of the Purebred Arabian population and ownership, while retaining a learning environment and being serviceable to the membership while maintaining the goals stated above.

Section 3.2 (Arabian Challenge Futurity)

The preservation of Purebred Arabian bloodlines and increased presence of the Purebred Arabian horse in the marketplace by encouraging collective interest of Purebred Arabian horse breeders and admirers in the improvement of the breeding, training and showing of such horses; by facilitating the opportunity for gathering together and exchanging ideas pertaining to Purebred Arabian horses; by promoting and managing a halter and performance futurity which will be held at least once a year in conjunction with the Annual Fair and, if economically feasible, the option will exist for an Awards program of High-Point Awards from the above show system; and by doing all other things not denied by law in promoting these purposes.

Section 3.3 (Services Provided under the Auspices of AHFA)

Provide services for the benefit of its members which encourage purebred Arabian ownership and participation; foster growth and membership in the Arabian Horse Fair Association through the history, breeding, recognition, publicity, sale, racing, endurance rides or endurance races, or other improvements of and for this breed; participate in regional, national and international network of clubs or associations and provide support and assistance to them in their efforts to promote the purebred Arabian breed.
Section 3.4 (United States Arabian Horse Registry)

A. The purpose shall be to collect, record and preserve the pedigrees of Arabian horses, to maintain a Stud Book and registry, and to stimulate and regulate any and all other matters such as may pertain to the history, breeding, exhibition, publicity, sale, racing or improvements of this breed.
B.  USAHR operates under and within the auspices of AHFA.

Section 3.5 (Services Provided under the Auspices of AHFA)
Provide services for the benefit of its members which encourage purebred Arabian ownership and participation; foster growth and membership in the Arabian Horse Fair Association through the history, breeding, recognition, publicity, sale, racing, endurance rides or endurance races, or other improvements of and for this breed; participate in regional, national and international network of clubs or associations and provide support and assistance to them in their efforts to promote the purebred Arabian breed.

Purebred Arabian: To include and be recognized as an Arabian horse as one of pure Arabian lineage acceptable in accordance with the standard and/or the standard of a recognized Society and the progeny of pure bred sires and dams acceptable for registration by the Society
Straight Egyptian: AHFA hereby adopts the Pyramid Society definition that to qualify as a STRAIGHT EGYPTIAN, a horse must:

1. be registered or eligible by pedigree for registration by the Arabian Horse Registry of America and 2. trace in every line of its pedigree to horses born in Arabia Deserta, and 3. trace in every line of its pedigree to a horse which falls within one or more of the following categories:

(a) owned or bred by Abbas Pasha I or Ali Pasha Sherif
(b) used to create and maintain the Royal Agricultural Society (*RAS)/Egyptian Agricultural Organization (EAO) breeding programs, with the exclusion of Registan and Sharkasi and their lineal descendants
(c) a horse which was a lineal ancestor of a horse described in (a) or (b) above
(d) other than those excluded above, a horse conceived and born in a private stud program in Egypt and imported directly to the United States and registered by the Arabian Horse Registry of America prior to the extension of the EAO's supervision to private Egyptian stud programs as reflected in Volume 4 of the EAO's stud book.

Section 5.0 General

Membership in AHFA/USAHR are one and the same.

Section 5.1. (Membership)

Membership in AHFA shall consist of individuals and/or farms/ranches located with the boundaries of the United States of America, Mexico , Panama, the Caribbean Islands and Canada.

Section 5.2. (Voting and Non-Voting Membership)

A. VOTING Membership in AHFA shall consist of Regular Members of legal age from the above listed states with such membership not being transferable or assignable. Each Regular Member of AHFA in good standing shall be entitled to one vote on any matter submitted to the membership for a vote. A member will not be considered in good standing if any fees, dues or obligations owed to AHFA remain unpaid for a period of more than 60 days after initial notice of such amounts was given to such member by the Secretary or Treasurer by electronic mail. On any issue requiring a vote, the Secretary or Treasurer or any designee of the Board of Directors shall send via U.S. Postal mail and/or electronic mail a ballot to each Regular Member at the last recorded email address on file with the Secretary, at least ten (10) days in advance of the date upon which the ballot is to be returned. Said date shall begin with the postmark of the mailing through U.S. Postal mail or the date of the electronic mail as noted in the transmittal.

B. NON-VOTING Membership. Youth under the legal age are accepted as members in good standing as Associate members without voting privileges, such membership not being transferable or assignable. Any Youth located within the United States of America, Mexico, Panama, the Caribbean Islands and Canada boundary who is interested in assisting with and promoting the stated purpose of AHFA may become an Associate Member upon submission of a completed application for individual membership and the yearly payment dues of $15.

Section 5.3 (Membership Fees)

Any person and/or farm/ranch located within the United States of America, Mexico, Panama, the Caribbean Islands and Canadian boundary who is interested in assisting with and promoting the stated purpose of AHFA may become a Regular Member upon submission of a completed application for individual membership and the yearly payment dues of $25; farms and ranches the fee is annually $35. Regular Members shall have full rights of membership, including the right to vote and hold office.

Section 5.4 (Revocation or Denial of Membership). AHFA membership may be denied or revoked for any of the following reasons:

(1) Violation of the Articles of Incorporation, By-Laws, or duly adopted resolutions of AHFA; and/or
(2) Conduct detrimental to the best interest of the Arabian horse or to the best interest of AHFA. The basis for revoking any membership shall be as follows: After discussion at a hearing to which the member would be invited to attend and be afforded an opportunity to present anything in his/her behalf, if in the opinion of a majority of the Board of Directors, a membership should be revoked, the Board shall so recommend to the President. The President shall then place the matter on the floor at a regular meeting of AHFA. Notice by U.S. Postal mail and/or electronic mail shall be given to voting members in good standing at least ten (10) days prior to such meeting. A two-thirds (2/3) vote of all such voting members present at the meeting or voting by electronic ballot will be necessary to revoke a membership.

However, membership shall be revoked automatically in the event of non-payment of any delinquent fees, dues, or obligations duly owed to AHFA after written demand by electronic mail and failure to provide good cause for the non-payment. An initial bill covering such amounts owed to AHFA shall be sent to the member by U. S. Postal mail and/or electronic mail. If such bill remains unpaid after 60 days, a delinquency notice shall be sent informing such member that he/she is no longer in good standing and that if the delinquent amount is not paid in fifteen (15) days, then the membership will be automatically revoked. Any such automatic revocation will require that any and all delinquent fees, dues, or obligations by paid in full plus interest of no less than ten (10) percent should the person later desire to again be a member of AHFA.

Section 6.0 (General)

A. There shall be an annual general meeting where the place and time of such meeting shall be decided by the President, or if he/she fails to do so, by a majority vote of the Directors and Trustees, and shall follow the preceding annual general meeting by a period as near one year as shall be deemed possible and practical. This annual general meeting is to be construed as a general business meeting for the purpose of introducing resolutions from the floor and by written submission/discussion on said resolutions, and any and all general business discussions, proposals, committee reports, etc. of the organization.
B. At an Annual Meeting, a voting member may offer a complex motion introducing a new item of business only if written copies have been distributed thirty (30) days before the meeting and have been published on the AHFA Convention section of the website in order that all eligible voting members may read beforehand. and to nominate officers for expiring terms of any official position with Arabian Horse Fair Association and/or United States Arabian Horse Registry.
C. Nominations filed for open positions of officials and for submissions of all other business for the membership to consider for voting shall be submitted beginning thirty (30) days before the annual general meeting. There shall be the provision for presenting new resolutions, amendments to resolutions, recall of any resolutions or any other voteable matter to be done at any time prior to the scheduled final discussion and forwarding for vote by the membership session of the annual general meeting for that year. All nominations for positions of officials, resolutions, amendments, shall be voted on upon by the general membership as defined in this Article. The slate of officers nominated for the open positions shall be by US Postal mail or email to the AHFA office and can be submitted from the floor during the general meeting. Persons nominated must submit written approval of the submissions their names for election to an officers position.
D. Biographical information mailed to all eligible voters with their ballots.  A standard ballot template which meets voting requirements of the state of incorporation shall be developed and used. 

Section 6.1 (Annual officials meeting)

There shall be an annual officials meeting within 45 days of the ballot election date where the place and time of such meeting shall be decided by the President, or if he/she fails to do so, by a majority vote of the Directors and Trustees, and shall follow the preceding annual officials meeting by a period as near one year as shall be deemed possible and practical. This shall be a regular annual meeting of the Board of Directors held annually in conjunction with the USAHR Board of Trustees meeting and no notice shall be required for any such regular meeting of the Board of Directors and the Board of Trustees.

Section 6.2 (Voting procedures and ballot)

Voting for all resolutions and officer positions, and any other items requiring voting by the general membership shall be done by ballot only, either in person at the Arabian Horse Fair Association office, by electronic mail ballot or by US Postal mail-in ballot commencing thirty (30) days after the annual general meeting described above. All ballots and voting must be completed and received within five (5) working days. All ballots shall be available and printed in a downloadable form for all resolutions, officers, and any other items subject to a vote by the membership on the Arabian Horse Fair web site. Ballot is to be made available on the web site within five (5) working days of the annual general meeting and nomination of officers and presentation of resolutions, etc. A complete record of the discussions, reports and whatever else may be needed for an intelligent choice to be made shall be included in the ballot voting section in the Members Only section on the Arabian Horse Fair web site. Every ballot for an official position shall also include at least three (3) spaces for write-in candidates.

A simple majority vote of those Regular Members in good standing present and voting, or voting by electronic mail, or by US Postal mail-in ballot shall be sufficient for election.

The tally count on votes for all officials, resolutions and any other matter requiring voting shall be done by an independent party not related to, in business with, nor having any connection personal or material to any member or spouse or family member in the membership of Arabian Horse Fair. It is preferable that at such time as feasible, an independent accounting firm be given the responsibility of counting and certifying the vote counts. All voting records are to be maintained for a period of three (3) years. Certified results of the voting will be made available in the Members Only section on the Arabian Horse Fair web site within seven (7) days from the close of elections.

Provisions shall be made to extend any deadline stated here by an additional seven (7) days for delays caused by an act of nature or by terrorism.

Section 6.3 (Disclosure of all meetings)

All resolutions, amendments to resolutions, committee reports, officers nominated for ballot voting, motions or other pertinent information and formal minutes of any and all meetings of both the Board of Directors and Board of Trust in totality are to be printed on the web site for Arabian Horse Fair under the section for Members Only and stored in accordance with Article XV of the Bylaws. Every effort will be made to provide broadcast live coverage and streaming audio through the Internet or what should become available with future technology for annual business meetings and all meetings of the Board of Directors and Trustees.

Section 6.4 (Regular or special meetings)

Regular or special meetings of the members may be called by the President, a majority of the Board of Directors and Trustees, or a majority of the members having voting rights. Written notice sent by US Postal mail or electronic mail shall state the place, day and hour of any meeting of members and shall be sent by US Postal mail or electronic mail to all members not less than ten days (10) prior to the scheduled meeting. At any AHFA meeting, a member entitled to vote may not vote by proxy, but may vote by electronic mail or by US Postal mail-in vote, provided such vote arrives by or before the date of the meeting. A simple majority vote of those Regular Members in good standing present and voting, or voting by electronic mail, at any business meeting, duly called, shall be a quorum and shall be sufficient for the transaction of the business of AHFA, except for those provisions in these Bylaws which require a two-thirds vote and majority vote of the Board of Directors or as otherwise stated in these bylaws of Arabian Horse Fair Association.

Section 7.0 (General)

The President of the Board of Trustees for USAHR shall be the principal executive officer of AHFA (President of the Board of Directors) and shall in general supervise and control all of the business and affairs of USAHR as approved by the Board of Trustees for USAHR. The President shall preside at all meetings of the members and of the Board of Trustees whether it be a in-person meeting or via email. In general, he/she shall perform all duties incident to the office of the President and such other duties as may be prescribed by the Board of Trustees from time to time.

The affairs and finances of AHFA shall be managed and/or approved by its Board of Directors. The affairs and finances of USAHR shall be managed and/or approved by its Board of Trustees. A Director or Trustee shall be elected from and by the Regular Members in good standing. The number of Directors for AHFA shall be seven, four of which shall consist of the four current AHFA officers as specified in Article VIII. The remaining three Directors for AHFA shall be elected from the Regular Member farms/ranches or individuals in good standing other than those represented by the four officers. The number of Trustees elected shall be six with all other provisions of this section applying to the election and responsibility of the Trustees in the same manner as the Directors. Any member farm/ranch or individual is only entitled to one representative vote for a Director or Trustee. Each Director or Trustee shall be entitled to one vote on any matter coming before the Board of Directors or the Board of Trustees. The President of AHFA shall be the presiding officer with both the Board of Directors and the Board of Trustees.

Section 7.1 (Board of Directors - AHFA)

The terms of the remaining three Directors shall be staggered in accordance with the following provisions: The three Directors shall be divided into three (3) groups, the first group of one, the second group of one, and the third group of one. Each group to consist of one Director, with the term of the Director of the first group to be one year in length from the time of election of the first group, the second group term to expire in two years from the time of election and the third group term to expire in three years from the time of election. No Director may serve for more than two (2) consecutive terms.

Section 7.2 (Board of Trustees - USAHR)

The terms of the six Trustees shall be staggered in accordance with the following provisions: The six Trustees shall be divided into three (3) groups of two, first group of two, second group of two and third group of two. Each group is to consist of two Trustees, with the term of the Trustees of the first group to be one year in length from the time of election of the first group, the second group term to expire in two years from the time of election and the third group term to expire in three years from the time of election. No Trustee may serve for more than two (2) consecutive terms.

Section 7.3 (BOD and BOT Procedures and Attendance)

In order to have a working Board of Directors and a working Board of Trustees, the Directors and Trustees need to be present at the Board meetings, either in person or via electronic mail. Therefore, it is deemed grounds for removal from the Board of Directors or Board of Trustees whenever any Director or Trustee misses three consecutive Board meetings either in person or via electronic mail without good cause being shown. At least ten (10) days prior to a Board meeting at which removal of such a Director or Trustee is to be considered, notice in writing shall be given affording such Director or Trustee an opportunity to provide good cause for missing the three consecutive meetings either in person or via electronic mail. After consideration of all reason and causes presented, any removal of such Director or Trustee shall take place only after a vote as specified in the following paragraphs.

Meetings of the Board of Directors or the Board of Trustees may be called by or at the request of the President or any two Directors or Trustees. A majority of the Board of Directors or the Board of Trustees shall constitute a quorum for the transaction of business at any meeting of the Board either in person or via electronic mail. The act of a majority of the Directors or Trustees at a meeting at which a quorum is present either in person or via electronic mail shall be the act of the Board of Directors or the Board of Trustees. Notice of any meeting of the Board of Directors or Board of Trustees shall be given in writing through US Postal mail or via electronic mail to each Director or Trustee at least ten (10) days prior to such meeting. If mailed either electronic mail or US Postal mail, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the Director or Trustee at his/her address as it appears in AHFA records with postage prepaid or by the date of the transmittal via electronic mail.

The Board of Directors or the Board of Trustees shall adopt, amend and/or eliminate a rule and/or regulation only in the following manner.

A. A motion proposing to adopt, amend and/or eliminate a rule and/or regulation shall be approved (approval motion) or disapproved (disapproval motion) by the Board of Directors at a meeting (proposal meeting) conducted at least ninety days before a regular meeting of the Board of Directors for those matters pertaining to AHFA.

B. A motion proposing to adopt, amend and/or eliminate a rule and/or regulation shall be approved (approval motion) or disapproved (disapproval motion) by the Board of Trustees at a meeting (proposal meeting) conducted at least ninety days before a regular meeting of the Board of Trustees for those matters pertaining to USAHR.

C. All approved motions and disapproved motions shall be published and distributed to the general membership of AHFA through the Internet web site within sixty days after the proposal meeting along with notice of a regular meeting of the Board of Directors or the Board of Trustees, for their respective organizations, (the rule change meeting) to be conducted at least ninety days following the proposal meeting at which approval motions and disapproval motions will be considered by the Board of Directors or the Board of Trustees.

D. Following such publication, distribution and notice of members, the Board of Directors or the Board of Trustees, as shall apply to their respective organizations, may amend, and/or eliminate a rule and/or regulation by adopting an approval motion or disapproval motion at the rule change meeting. For the Board of Directors or the Board of Trustees to adopt a rule and/or regulation the above process outlined in Section 7.3 parts A. and B will be followed, provided, however, that any such proposed change shall first be submitted to the members of AHFA for approval by means of a mail ballot and/or electronic email ballot or by in-person vote at the general membership meeting and shall not be made unless approved by a two-thirds majority of the votes cast of all the membership. At such rule change meeting the Board of Directors or Board of Trustees may also make related amendments to the approval motion or disapproval motion.

Section 7.4 (Emeritus status)
Any member reaching the age of seventy (70) years of age shall no longer be eligible to serve on the Board of Directors or the Board of Trustees. Should an official be elected and reach the age of seventy (70) during their elected term, that official shall serve his/her term and then be ineligible to be reelected for any other term of service. However, those officials reaching the age of seventy (70) years of age, shall be included in all Board of Directors and/or Board of Trustees meetings as a non-voting emeritus member; however, should there be a tie resulting from a vote by these Directors and Trustees, the Emeritus member(s) shall cast the tie-breaking vote(s).
Section 7.5 (Vacancies)

A. Any vacancy occurring on the Board of Directors or the Board of Trustees to be filled by reason of an increase in the number of trustees may be filled by the affirmative vote of a majority of the remaining trustees, though less than a quorum of the Board of Directors or the Board of Trustees; provided, however, that a special election by members shall be conducted consistent with the provisions of these Bylaws if the un-expired term of the vacancy to be filled exceeds one year. The Board of Directors or the Board of Trustees may make a temporary appointment of any trusteeship to be filled by appointing an AHFA member pending such special election as required above. A trustee elected to fill a vacancy shall be elected for the un-expired term of the trustee's predecessor in office.

B. Any Director or Trustee may resign by writing a written resignation to either the President or the Executive Director.

Section 7.6 (Informal Action)

Any action required by law to be taken at a meeting of directors or trustees 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 or trustees.
Section 7.7 (Employees and Staff Decisions)
The President and the Board of Directors and the Board of Trustees shall approve or reject recommendations on any policies or procedures to be implemented by the Executive Director and/or staff employees, which approval of such shall not be unreasonably withheld. In determining the reasonableness of withholding such approval, among other things, the Board of Directors and the Board of Trustees may consider the effect of the recommendations on the quality, information, speed, and integrity of the services as they exist for AHFA and USAHR. All employees shall be subject to the personnel policies and procedures applied uniformly to employees or classifications of employees of AHFA and USAHR and are subject to discipline, including discharge, should they fail to conduct themselves in accordance with such policies and procedures as the same may be modified from time to time. Nothing contained in this document shall restrict the rights of AHFA or USAHR in any manner “for cause” discharge.
7.8  (Employees and Employee Benefits)
Arabian Horse Fair Association  and United States Arabian Horse Registry shall have exempt and non-exempt staff that may or may not be from the membership of the Arabian Horse Fair Association. 
7.9  (Positions and Salaries)
Benefits will be solely limited to health insurance, workers compensation insurance and benefits that are within these perimeters, and those benefits necessary to comply with State and Federal laws .   Specifically, there shall be no "golden parachutes" or any other such types of retirement or severance benefits, except as demanded by State and/or Federal laws
7.10  (Part Time Employees)
Should a part-time or contract employee or firm need to be employed, Patricia Hampton and/or Elizabeth Kirmis shall select such employee until the Board of Directors and the Board of Trustees shall vote and give direction that AHFA and USAHR are in a financially positive position to afford such employee costs and develop personnel policies and procedures.  Arabian Horse Fair Association or US Arabian Horse Registry shall reimburse Patricia Hampton or Elizabeth Kirmis for said employee costs on a monthly basis, pertaining to their organization, upon proper billing by either Patricia Hampton or Elizabeth Kirmis.  Any employee employed by Patricia Hampton or Elizabeth Kirmis whose sole purpose is to insert data into any of the AHFA programs or into the database of the Purebred Registry or their related activities is eligible to be retained in the same position but subject to the employee policies and procedures as defined by the Board of Directors for AHFA or the Board of Trustees for USAHR at such time as the Arabian Horse Fair Association and/or US Arabian Horse Registry is financially solvent to afford such.  Any or all part or full time employees shall be at the current minimum wage as established federally and any and all yearly raises, should there be any, will be tied to the cost of index factor as established federally.
7.11   (Executive Director)
At such time as the Board of Directors and Board of Trustees shall determine that Arabian Horse Fair Association (AFHA) is financially solvent and can afford the services and cost of an Executive Director, the President of AHFA shall appoint an Executive Search Committee, under the Standing Committee, Other Programs, who shall explore potential candidates for a period of not more than ninety (90) days, if an approved candidate has not been found in that time period, then a Search Firm shall be engaged and shall: 

A.  Have no prior business or personal relationship with Arabian Horse Fair Association or US Arabian Horse Registry
B.  Be selected equally by the Board of Directors and the Board of Trustees
C. Be engaged by means of an engagement letter acceptable to both Boards as the same may be amended or modified by these Boards. 
D. The significant goals of either the Executive Search Committee or the Search Firm is to determine the job descriptions and qualifications of the person filling this position. 

The Executive Director shall be in charge of personnel and physical facilities and shall maintain a working relationship and with the Treasurer on all reports and the Budget requirements herein these Bylaws and keep such party apprised of all developments and shall report directly to the President of the Board.   The objective of the search is to obtain the individual most qualified to achieve effective implementation of the foals of AHFA and USAHR. Compensation for the Executive Director shall at no time exceed eight (8) times the minimum wage as established by the Federal Department of Labor.  Yearly raises that may be considered will be tied to the cost of index factor established federally. 

7.12  (Employee Expenses)
Expenses related to the activity of the person(s) appointed by the Board of Directors and the Board of Trustees to carry out their responsibilities including airfare, meals, hotels and other accommodations shall be paid for by Arabian Horse Fair Association, provided that the costs be calculated as the average type hotel for area, economy plane fares, average cost of other accommodations and the average daily determined cost for food and drink.  These average costs to be reviewed annually be the Board of Directors and the Board of Trustees at the time of the annual joint meeting . Should any appointed person or the Executive Director or any other person deemed necessary for representation of AHFA and/or USAHR affairs, desire first class and above the average determined basis cost for plane fare, hotel accommodations, food and drink, and any other costs, that individual will pay the difference from their own personal funds.
7.13 (Spouses)
Employee spouse's expenses are not covered in any part by AHFA/USAHR.

Section 8.0 (General)
The officers of AHFA shall be a President, a Vice-President, a Secretary, and a Treasurer, whose terms shall be for two years and such other officers, both Directors and Trustees as may be elected in accordance with the provisions of Article IV. Officers shall be elected from and by the Regular Members in good standing of AHFA. Each officer shall serve his/her term beginning on the first day after election procedures specified in Article VI at the general membership meeting held in conjunction with the Annual Fall Festival/Futurity have been satisfied. Any officer can be re-elected to the same office as long as it does not exceed two consecutive terms. Any officer retiring after two consecutive terms, not a director or trustee, shall become eligible to run for any official position after the passing of two consecutive terms. The officers of AHFA shall be the incorporators until the date of the first Annual Fall festival which is to be held the first year after incorporation and at that time of the first Annual Fall festival officers will be nominated as prescribed in Article VI.

Section 8.1 (President)
The President shall be the principal executive officer of AHFA and shall in general supervise and control all of the business and affairs of AHFA as approved by the Board of Directors and Board of Trustees. The President shall preside at all meetings of the members and of the Board of Directors and the Board of Trustees whether it be a in-person meeting or via electronic mail. In general, he/she shall perform all duties incident to the office of the President and such other duties as may be prescribed by the Board of Directors and/or Board of Trustees from time to time.
Section 8.2 (Vice-President)
The Vice-President generally shall perform all of the duties incident to the office of Vice-President and such other duties as may be prescribed or assigned by the President and/or the Board of Directors and/or Board of Trustees from time to time. In the absence of the President or in the event of his/her inability or refusal to act, the Vice-President shall perform the duties and responsibilities of the President, and when so acting shall have all the powers of and be subject to the restrictions upon the President. Also, the duties and responsibilities of the Vice-President shall specifically include the coordination of all AHFA membership and advertising programs.
Section 8.3 (Secretary)
The Secretary shall keep or cause to be kept a full and complete record of the proceedings of the meetings of the members whether it be an in-person meeting or via electronic mail and of action taken by AHFA if done so by mail or electronic mail. The Secretary shall keep or cause to be kept the seal, books, documents and papers of AHFA and affix the seal to all instruments executed by the President, or at his/her direction, which may require it to be affixed. The Secretary shall perform all duties incident to the office of Secretary, including the notices of meetings, if so delegated to him/her.
Section 8.4 (Treasurer)
The Treasurer shall have charge and custody of any be responsible for all funds and securities of AHFA, and in general perform all the duties incident to the office of Treasurer. The Treasurer shall disburse funds of AHFA in accordance with the directions given by the President and/or the Board of Directors and/or Board. The Treasurer shall keep a complete book of account and shall make an itemized statement and report to the annual meeting and such interim reports as may be required by the President or the Board of Directors and/or Board of Trustees. The Treasurer shall handle or cause to be handled annual reports to the Secretary of State of the State of New Mexico for AHFA, which is a domestic nonprofit corporation under the laws of the State of New Mexico. The Treasurer shall prepare or cause to be prepared all necessary reports and returns to the Internal Revenue Service. The Treasurer shall work with any Certified Public Accountant retained by AHFA fully and completely in all aspects and shall comply fully and completely with all provisions of Article IX of these Bylaws.

Section 9.0 (General)

All moneys of AHFA and USAHR shall be handled in accordance with strict guidelines to insure absolute fiscal integrity.
Section 9.1 (Funds)
All funds of the Arabian Horse Fair Association and US Arabian Horse Registry shall be placed in the General Fund except monies subscribed or contributed for a specific purpose shall be placed in a separate fund for each purpose, as in but not limited to the AHFA Challenge Futurity Program.
Section 9.2 (Disbursements)
Upon approval of the budget, the President and Treasurer is authorized to make disbursements on accounts and expenses provided for in the budget for amounts less than $200 without additional approval of the Board of Directors or Board of Trustees, provided these are for ongoing expenditures such as utilities, etc. Disbursements shall be made by check. Checks and/or withdrawal forms over the amount of $200 shall be signed by the President of Arabian Horse Fair Association and another designated official from the Board of Directors or the Board of Trustees. In lieu of the official's unavailability, any other official may be authorized as the second signature. In lieu of no elected officials, the signatures shall be those of Elizabeth Kirmis and Patricia Hampton until Officers are elected after the First Annual Fall Festival.
Section 9.3 (Budget)

A. The President, Treasurer, and designated Trustee by the Board of Trustees with the Executive Director (when employed) shall complete preparation of a budget for the ensuing year by October 1 and secure the approval of the Board of Directors and Board of Trustees prior to December 1 for that ensuing year.
B. There shall be prepared a detailed Budget for the Next Fiscal year and every 4 months in the year, as well as a budget prepared for the coming Fiscal year as a forecasting budget. To be included but not limited to are Salaries, Wages, fringe benefits and taxes, Professional fees, Affiliated Show costs, Judge costs, Facility and Equipment Needs, Travel, Lodging, Meals, Marketing, Printing, Postage, Web site updates, Insurance, Utilities, Telephone, Fax, Office and Computer Equipment, Other Horse Show Equipment, Other Fund Raising Costs, Art Show costs; and Revenue income as in but not included to Membership fees, individual donations, registry revenues, Affiliated Show contracts, Other Fund Raisers, and Art Show.

Section 9.4 (Audit)

The accounts and fiscal records of the Arabian Horse Fair Association shall be audited as of the close of business on December 31, when funds are sufficient to warrant such audit and every year thereafter, by an independent public or certified public accountant or a firm of such accountants selected by the Board of Directors and Board of Trustees beginning after the year of the first election of Officials. A report on the findings of the auditor shall be available to members as specified in Article XV of these bylaws.

Section 9.5 (Liability Insurance, Bonding)

There shall be no bonding of President, Vice President, Treasurer or Executive Director and any such other Officers and staff or the Board of Directors and Board of Trustees. However, there will be comprehensive liability insurance to cover all the above named individuals and to hold safe and harmless both Arabian Horse Fair Association and United States Arabian Horse Registry. Should any one of these officials or the Executive Director wish to obtain a sufficient fidelity bond for himself/herself the amount shall not be set by the Board of Directors and Board of Trustees and will be paid for by that individual desiring the fidelity bond, not Arabian Horse Fair Association.
Section 9.6 (Reserve Fund)

A twelve percent (12%) reserve of all expenses for the previous year is to be maintained at all times as an emergency fund. If the reserve fund monies are used, no further monies can be spent until the portion of the twelve percent (12%) reserve fund is returned to the reserve fund. The following are included but not limited to those activities which are not considered emergency requests of the twelve percent (12%) reserve fund: surveys, governance reports, workshops, brand positioning studies or studies of any kind, bylaw revisions, office and computer equipment, web site revisions, and additional employees.

Section 9.7 (Reports)

A monthly treasurer's report shall be made to all Board of Directors and Board of Trustees. The yearly report to be made available for the annual meeting and to the Board of Directors and Board of Trustees shall include but not be limited to Consolidated Statement of Income and Earnings, including provision for state income taxes, gross receipts tax, marketing and administrative, advertising and promotion, costs and income from shows, Net Earnings, etcera. All reports are to include all information relative to finances, budgets, funding from the two previous years, and a Consolidated Statement of Cash Flow and the Report of Management and Any Accountants.

Also to be included but not limited to are the Consolidated Balance Sheet, Cash and cash equivalents, time deposits and marketable securities, receivables, inventories and prepaid expenses for total current assets; property, equipment, net, Goodwill, intangible assets, net, other assets for Total Assets, current liabilities, accounts payable, accrued expenses, state income tax and gross receipt taxes, and US employer taxes, other liabilities, long term debt.

The Arabian Horse Fair Association Rulebook, is construed to be a part of these corporate bylaws and changes are to made through the committees, sub-committees, and general membership by means of resolutions and will be as follows:

Section 10.0  General Rules

Purpose of resolutions is for additions, changes, and/or updating of general rules in the AHFA Rulebook; all changes will require a majority vote of all the membership eligible to vote, plus a majority vote of the Board of Directors and Board of Trustees.

Section 10.1  Class Descriptions

All Class Descriptions to have additions/changes to existing class descriptions or to add new classes to the programs under the leadership and control of Arabian Horse Fair Association will follow the same procedures as Section 10.2 of this Article X of the corporate bylaws.  

Section 10.2  Programs and Futurities

Programs, Futurities, Specific Classes for different lines, example: predominately Crabbet, straight Spanish, pure Polish - purebreds only.  The purpose of any resolution is for additions/changes to the existing programs of AHFA and listed as such in the AHFA Rulebook; all such actions will require a majority vote of all membership eligible to vote, plus a majority vote of the Board of Directors and Board of Trustees. 

Section 10.3  General Rules

New General Rules, new classes and class descriptions being added for shows, and all programs of any kind will follow the described procedure before inclusion in the AHFA programs and the  AHFA Rulebook.  As the purpose is to limit constant changes and provide a clear and stable rulebook, all such resolutions and/or referrals by committees/general members shall be submitted at the convention for discussion and will not have a final vote action taken until the following year's convention when passage must be by a majority vote of all membership eligibile to vote, plus a majority vote of the Board of Directors and Board of Trustees. 

Section 10.4  Standing Rules

Standing Rules resolutions, additions, changes, new rules to the AHFA Rulebook, will be required to be submitted to the convention and not voted upon until the following year's convention.  The Disciplinary Committee, Amateur definition, Conduct Rules, and complete Judge section shall be deemed to be included as the entire Standing Rules section of the AHFA Rulebook.  Such resolutions will require a membership vote that is the same as an amendment vote to the corporate bylaws; provided that seventy-five (75) per cent of all members vote, by receiving at least two-thirds (2/3) of the ballot votes which Regular Members vote in person, mail-in ballot or electronically mail as stated in Article XVIII by those who are entitled to vote and majority vote of the Board of Directors and Board of Trust.

Section 11.0 (General)
The United States Arabian Horse Registry accepts the principles of the World Arabian and Horse Organization and will work to maintain compliance with that organization's rules and regulations but shall remain an independent and autonomous entity.

Section 11.1 (Purebred Registry Assets)

As provided for in the US Arabian Horse Registry Bylaws, the effective date shall be as defined therein, and at that time the assets of USAHR shall be transferred to the Arabian Horse Fair Association and the US Arabian Horse Registry, operating under the auspices of AHFA. On the Effective Date, the assets of the Purebred Registry, United States Arabian Horse Registry, consisting of the USAHR registration database, as such database changes from time to time (the “License Rights”) and the web site design and site, shall be licensed to Arabian Horse Fair Association. The legal ownership of the Licensed Rights shall remain with the incorporators, Patricia Hampton and Elizabeth Kirmis, so that registration and other related activities may continue should a bankruptcy or dissolution of Arabian Horse Fair Association occur; however, Arabian Horse Fair Association shall have the exclusive rights to use the Licensed Rights, in perpetuity without payment of royalty with respect to its activities relating to purebred Arabian horses. Until such time as USAHR shall acquire the assets, Licensed Rights, the incorporators or their estates shall be in equal shares.

A. The effective date for the transfer of the registration database to USAHR shall be when there are no outstanding obligations unpaid by the incorporators of USAHR for the purchase of information data for the registration database and when a sufficient time has elapsed to where USAHR in and of itself is sufficiently established to be financially solvent and capable of purchasing these assets.

B. On the effective date, the assets consisting of the USAHR registration database, as such database changes from time to time, shall be licensed to USAHR as per these bylaws. The legal ownership of the database shall remain with USAHR so that registration and other related activities may continue should a bankruptcy or dissolution of AHFA occur; however AHFA shall have the exclusive right to use the database, in perpetuity without payment of royalty, with respect to its activities relating to purebred Arabian horses.

Section 11.2 (Trustees)

The Purebred Registry shall have a Board of Trustees consisting of the President of AHFA and six trustees as provided in the Purebred Registry Bylaws, in staggered terms of length, and initial Trustees shall be nominated as detailed in Article VI at the time of the first Arabian Horse Fair Association event in September, 2004.

Section 11.3 (Duties of Trustees)

A. Oversee the corpus of the Purebred Registry as provided for in the US Arabian Horse Registry bylaws,

B. Should Committees develop wherein both the Purebred Registry and the parent organization, AHFA, have joint development and participation in these committees, the Trustees shall appoint persons to fill these positions in an equal number to those committees as the parent organization AHFA; and in the event of any vacancy, positions shall be alternately filled by first AHFA Board of Directors and then USAHR Board of Trustees.

C. Approve or reject recommendations of staff positions to perform the US Arabian Horse Registry services as provided above in Article IX; and

D. All responsibility relating to Arabian Horse Fair Association and US Arabian Horse Registry's affiliation with the World Arabian Horse Organization (WAHO) and other purebred Arabian registries, and their respective successors and assigns, provided that the Trustees and President of AHFA shall solicit and accept input and recommendations from the incorporators, Patricia Hampton and Elizabeth Kirmis.

Section 12.0 - (General)
As of 8 p.m., October 1, 2003, website costs for research, development, written material, format and database design and implementation of Arabian Horse Fair Association programs are conservatively estimated in excess of $25,000 for Patricia Hampton and Elizabeth Kirmis. This cost of website and operation of Arabian Horse Fair Association, with the exception of data entry part-time help as outlined in Article 7.10, is forgiven to Arabian Horse Fair Association upon the first general membership meeting and election of officers. 

Section 12.1 (Expenses)

A. Expenses related to the activities of the persons elected to both the Arabian Horse Fair Association Board of Directors and to the US Arabian Horse Registry Board of Trustees who shall be set forth to carry out their responsibilities including airfare, meals, hotels, and other accommodations shall be paid for by their respective Boards, provided that the costs be calculated as the average type hotel for area, economy plane fares, average cost of other accommodations and the average daily determined cost for food and drink. These average costs to be reviewed annually by the respective Boards at the annual membership meeting.

B. Should any member of either Board desire first class and above the average determined basis for plane fare, hotel accommodations, food and drink, etc that individual then pays the difference from his/her personal funds.

Section 12.2 (Spouses)
Spouses are not included.

Section 13.0 (General)

The President, by and with approval of the Board of Directors and Board of Trustees, as shall apply to their respective organizations, shall appoint all committee members as deemed necessary to carry out the programs of Arabian Horse Fair Association and/or US Arabian Horse Registry. Committee appointments shall serve concurrent with the term of the appointing President, unless a different term is approved by the Board of Directors and Board of Trustees and a majority vote of the membership.

Section 13.1 (Appointment and Authority)

Unless otherwise provided for in resolutions and approved by majority vote of the membership, the Board of Directors and Board of Trustees, as applied to their respective organization, a majority of the whole committee shall constitute a quorum. An 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 Board of Directors and Board of Trustees, as applies to their respective organization, may create and abolish such departments and committees as it deems advisable to handle the work of Arabian Horse Fair Association or US Arabian Horse Registry. These committees or departments shall all be sub-committees or sub-departments under the five Standing Committees only and as such shall report to the Committee or Department Chair who shall report to the BOD and/or BOT, whichever shall apply. 

The Board of Directors and Board of Trustees, as applies to their respective organization, shall authorize and define the powers and duties of all committees and departments. The Boards shall annually review and approve all activities and proposed programs of such department, or committees, including collection and disbursement of funds.No action or resolution of any kind shall be taken unless approved by the Board of Directors and/or Board of Trustees.

It shall be the function of committees to make investigations, conduct studies and hearings, make recommendations to the Board of Directors and Board of Trustees as shall apply to their respective organization, and to carry on such activities as may be delegated to them by the Boards. The Committee Chair, or his delegate, shall present a report of the committee's activities at each meeting of the Board of Directors and Board of Trustees.

Section 13.2 (Standing Committees)

There shall be five standing committees:

A. Membership and Youth Committee: This committee works to attract new Arabian Horse Fair Association members, retain current members, and plan special member events. This committee is to include any other programs designed for and to attract the general membership. Approval must be given by the Board of Directors and the Board of Trustees.
B. All Show Affairs: This committee manages Arabian Horse Fair Association's priorities and goals, and other matters as needed and must have approval by the Board of Directors only. The committee meets to act upon issues and concerns that affect AHFAs' abilities to be successful in the show format.
C. Other Programs: AHFA Challenge Futurity and all other programs, excluding flat and endurance racing, shall be the third committee. The committee meets to act upon issues and concerns that affect AHFAs' abilities to be successful in these programs. Changes to programs must first be approved by the Board of Directors and Board of Trustees and by a simple majority of the membership.
D. Standing Disciplinary Committee (SDC): The President in consultation with the Board of Directors and Board of Trustees shall name a panel of three (3) members to the SDC. The SDC will maintain a list of Disciplinary Committee members available and a current list of B Judges after 2008 for selection by the individual show organizers as the DC's and/or probationer DC for their show. The President of AHFA shall also appoint two members from the SDC to the Disciplinary Appeals Committee as each situation arises that requires an appeal. The members appointed to the Disciplinary Appeals Committee (DAC) are to be rotated with no two members being the same.
E. Racing Committee:   A committee of three (3) shall be appointed by the president for the purpose of developing and maintaining flat racing and endurance racing programs. Changes to programs must first be approved by the Board of Directors and Board of Trustees and by a simple majority of the membership.

Section 13.3 (Limitation of Authority)

No action by any member, committee, employee, Director, or Officer shall be binding upon, or constitute an expression of, the policy of Arabian Horse Fair Association or United States Arabian Horse Registry until it shall have been approved or ratified by the Board of Directors and Board of Trustees. Contracts and Agreements which exceed the signature authority of staff in terms of monetary value and or have duration of more than one year shall be referred to the President and the Board of Directors for prior approval.

Section 13.4 (Executive Session)

An executive session is any meeting or part of a meeting of the AHFA Board of Directors or the USAHR Board of Trustees that is closed to any persons for deliberation on certain matters. 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 AFHA Board of Directors and/or the USAHR Board of Trustees. The AHFA Board of Directors or the USAHR Board of Trustees may hold an executive session during any meeting in accordance with the following guidelines and procedures:

Executive session may be held for deliberation concerning the following matters:

1. Employment of AHFA or USAHR officers, including but not limited to evaluations, negotiations and complaints.

2. At the request of the AHFA Executive Directory to discuss any AHRA/USAHR personnel matter.

3. Complaints involving any member of the Board of Directors or the Board of Trustees.

4. Disciplinary hearing involving a member or non-member.

5. Negotiations involving AHFA commercial activities. Such shall include the USAHR Board of Trustees.

6. Pending, threatened or possible litigation against either AHFA or USAHR.

Section 13.5 (Region Spokesperson)

Arabian Horse Fair Association has established eleven geographically based Regions, from which region spokesperson(s) shall be elected.  The eleven Regions initially so established shall be as follows:

Region 1, Southern California, Arizona, Southern Nevada, Southern Utah
Region 2, Northern California, Northern Nevada, Oregon, Southern Idaho, Northern Utah
Region 3, Northern Idaho, Montana, Washington
Region 4, Wyoming, Colorado, New Mexico
Region 5, North Dakota, South Dakota, Nebraska
Region 6, Kansas, Missouri, Oklahoma, Texas
Region 7, Minnesota, Iowa, Wisconsin, Illinois
Region 8, Michigan, Indiana, Ohio
Region 9, Mississippi, Louisiana, Alabama, Kentucky, Tennessee
Region 10, North Carolina, South Carolina, Georgia, Florida
Region 11, East Coast states. 
Region 12, Alaska
Region 13, Hawaii

A .  If the above listed eleven Regions shall cease to contain approximately a minimum of seventy-five Association members in good standing for a period of five consecutive years, appropriate adjustments may be made by the President of Arabian Horse Fair Association and a majority vote of the members in good standing at an annual meeting.  Before such adjustment may be made, each proposal will include new and old proposed boundary lines for the revised Region.  In the event that such adjustment shall become necessary every effort shall be made to retain the basic geographical structure of the initial Region.  In addition, any foreign country may be assigned to any of the above Regions as deemed appropriate by and upon the recommendation of the President and the majority approval of the Board of Directors and the Board of Trustees. 
B.   Any region with less than seventy-five (75) members in good standing may be combined with another region until such time as the initial region shall have the number of seventy-five (75) members in good standing. 
C.   Any region with more than three thousand (3,000) members in good standing shall have a region spokesperson per three thousand members.  However, in no case shall any region not have a region spokesperson. 
D.   Each region spokesperson shall have the option of selecting which Standing Committee as described in Article XIII of these Bylaws that person wishes to represent the interests of his/her region except that no Standing Committee shall be without region spokesperson(s) assignment and involvement.  Should any Standing Committee be without region spokesperson(s), the President shall appoint such region spokesperson(s) as the President shall believe will be of benefit to such Standing Committee.  Any region which shall have more than one region spokesperson must have equal distribution of such region spokespersons among all Standing Committees.   
E.   The region spokesperson(s) position was created for the different regions to be enabled with the power to bring ideas from their areas to AHFA, to assist in the development of those ideas accepted, and to take information from AHFA back to the local clubs, acting as a liason.  The duties and responsibilities of each region spokesperson(s) shall be as assigned by the chairperson for the Standing Committee selected/assigned. 
F.   Each region spokesperson shall make a report of their activities before each annual meeting to the assigned or selected Standing Committee and/or at any such time as the President of Arabian Horse Fair Association shall request
G.  Regional spokespersons shall follow meet the following requirements:

1.  Member must be in good standing of Arabian Horse Fair Association
2.  Member must reside in the Region which he/she represents as Spokesperson
3.  Member must be currently involved with the Arabian horse as a purebred breeder or owner. 

H. Election of region spokesperson(s) shall be determined by the individual region clubs.
I.   Any region spokesperson who engages in conduct contrary to the Code of Ethics and as stated in Article XIV which is, or may be, detrimental to the Association, as determined by two-thirds (2/3) vote of the Board of Directors and Board of Trustees and at which all Directors and Trustees are present, may be removed by such two-thirds (2/3) vote.

Section 14.0 (General)

Following are general principles each board member should use to evaluate their conduct in meeting responsibilities to the AHFA Board of Directors and the USAHR Board of Trustees, general membership, and to fellow board members. The ultimate success of the AHFA and USAHR and its programs depends, to a large degree, on the sound judgment and unbiased attitude of the few, who comprise its board of directors.

14.1 (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.

14.2 (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 AHFA and USAHR or which could tend to compromise their primary duty to further the purposes and policies of AHFA and USAHR. No officer, member, employee, or agent of AHFA or USHAR acting on behalf of AHFA or USAHR may enter into any transaction for AHFA or USAHR in which such person or any member of such person's immediate family has a direct or indirect financial interest or a direct personal interest, with or without a full disclosure of the facts.

14.3 (Self-Interest)
A member shall refrain from the use of AHFA and/or USAHR, its personnel or property to further their own purposes or business gain, and shall avoid situations or receipts of benefits which hint of favoritism.

14.4 (Confidentiality)
A member may not divulge to any third party, information regarding confidential AFHA or USAHR registration, membership information, executive session discussions, personnel matters and similar matters of sensitivity to AHFA or USAHR operations. Copies of minutes of meetings of the board of directors and its committees may not be circulated to other persons unless they contain any such confidential information, in which case such minutes must remain confidential.

14.5 (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.

14.6 (Pending Litigation) To coordinate AHFA and USAHR's approach to the case, a member shall avoid individual discussion with a litigant or third parties concerning any litigation pending against AHFA and USAHR, but shall refer all inquiry to the board of directors or to the AHFA and/or USAHR attorney.

14.7 (Judging an AHFA-Affiliated Show)
Not while serving on the AHFA Board of Directors or USAHR Board of Trustees.

Section 15.0 (General)

AHFA shall have at its principal office a record giving the names and addresses of the members. AHFA shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its meetings and keep minutes of the Board of Directors meetings. All books and records of AHFA may be inspected by any member or his/her agent for any proper purpose at any reasonable time.

Section 15.1 (Information Release Policy)

A. Certain information about AHFA/USAHR members or work may be confidential. Neither AHFA nor USAHR will not disclose sensitive or legal matters, hearing results, Executive level Committee meetings or any legal actions taken by AHFA or USAHR, unless AHFA and USAHR elects to disclose such information.

B. Information that may be released without written consent of the owner or other affected person includes:

1. any horse's performance records as available including points, awards and earnings;
2. any horse's produce records, including but not limited to color production records;
3. any horse's pedigree;
4. the name of any current or past owners of any horse;
5. the address or last known address of any member or non-member contained in AHFA or USAHR customer files; and
6. the membership status of any individual.

C. Information that may not be released without written consent of the owner or other affected person includes:

1. stallion covering certificates;
2. breeders' certificates;
3. registration application material;
4. any customer's phone number; or
5. any financial information pertaining to a customer's account balance or NSF check.

D. AHFA or USAHR may disclose any information in its possession if compelled to do so by properly issued court order or subpoena or for any other proper corporate purpose. Records shall be retained for a period of no less than five years.

The fiscal year of AHFA shall begin on the first day of January and end on the last day of December in each calendar year.

The Board of Directors, in consultation with the Board of Trustees, may determine from time to time the amount of fees or dues, if any, that would be payable to AHFA by its members. The Membership Year shall run from January 1 through December 31. Any annual fee or dues shall be payable in advance by the first day of January in each calendar year. Membership fees of a new member shall not be prorated. When any member shall be in default in the payment of fees or dues for a period of sixty (60) days from the beginning of the calendar year or the period from which such fees or dues became due and payable, his/her membership shall be considered as no longer being in good standing. Annual dues may be assessed each year, upon determination by the Board of Directors.

The Bylaws may be amended, altered or repealed, and new Bylaws may be adopted at any meeting either in person or via electronic mail held in accordance with the provisions for a special meeting in Article VI of these Bylaws, provided that seventy-five (75) per cent of all members vote, by receiving at least two-thirds (2/3) of the ballot votes which Regular Members vote in person, mail-in ballot or electronically mail as stated in Article VI by those who are entitled to vote and majority vote of the Board of Directors and Board of Trust. Notice of the proposed amendment shall be electronically mailed or mailed to such members not less than ten (10) days prior to the meeting at which the amendment is to be voted on.

Legal Construction: If any one or more of the provisions contained in these bylaws shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision, and these bylaws shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. Should any part of these bylaws not be in accordance with Federal or Idaho state law, that part only shall be amended by the Board of Directors and Board of Trust and the rest of this document shall remain in affect.

Whenever any notice is required to be given under the provisions of the Idaho Nonprofit Corporation Act or under the provisions of the Articles of Incorporation or the Bylaws of AHFA, a waiver thereof in writing or electronic mail signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

AHFA shall dissolve and wind up its affairs in the following manner; The Board of Directors and Board of Trustees shall adopt a resolution recommending that AHFA be dissolved and directing that the question of such dissolution be submitted to a vote at a meeting of members having voting rights, which may be either an annual, regular or special meeting. Written notice, either through the US Postal mail and/or via electronic mail, stating the purpose, or one of the purposes, of the meeting is to consider the advisability of AHFA being dissolved shall be given to such members in the manner provided in these By-Laws. A resolution to dissolve AHFA shall be adopted upon receiving at least two-thirds (2/3) vote of the members entitled to vote, either by person or by US Postal mail and/or via electronic mail. Upon dissolution, any AHFA assets remaining will not inure to the benefit of the members of AHFA but will be distributed to some charitable organization. Article XI shall apply to the dissolution of USAHR.

At any meeting, anything not contrary to the Bylaws of AHFA will follow the procedures and be conducted under Robert's Rules of Order.