The organization shall be known as the Salem Saddle Club (hereafter referred to as the Club) and is organized exclusively for charitable, religious, and educational purposes including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code. No part of the net earnings of the Salem Saddle Club shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof.

Notwithstanding any other provision of this document, the corporation shall not carry on any other activities not permitted to be carried on (a) by any organization exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code, the corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

The Club is not organized and shall not be operated for the private gain of any person. The property of the corporation is irrevocably dedicated to its educational and charitable purposes. No part of the assets, receipts, or net earnings of the corporation shall inure to the benefit of, or be distributed to any individual. The corporation may, however, pay reasonable compensation for services rendered, and make other payments and distributions consistent with these Articles.

The office of the corporation will be at 7005 Lardon Rd. NE, Salem, Oregon 97305 on the premises owned by the corporation.

The objectives of the club are to promote in a cooperative organization the mutual and educational interests of horse riders and the public in horse riding skills, the advancement of horse-related sporting, horse care and management, horse-related conservation practices, and to encourage each member to strive for their highest possible achievement. The club will conduct such sporting and social activities, maintain its facilities, and provide supervision and management of all activities approved by the Club’s Board of Directors (hereafter referred to as the Board) in achieving the Club’s objectives.

The seal of the Club will be in the custody of the Secretary.

Upon termination or dissolution of the Club, any assets lawfully available for distribution shall be distributed to one (1) or more qualifying organizations described in Section 501(c)(3) of the Internal Revenue Code of 1986 (or described in any corresponding provision of any successor statute) which organization or organizations have a charitable purpose which, at least generally, includes a purpose similar to the terminating or dissolving corporation.

The organization to receive the assets of the Club hereunder shall be selected by the discretion of a majority of the managing body of the Club and if its members cannot so agree, then the recipient organization shall be selected pursuant to a verified petition in equity filed in a court of proper jurisdiction against the Club by one (1) or more of its managing body which verified petition shall contain such statements as reasonably indicate the applicability of this section. The court upon a finding that this section is applicable shall select the qualifying organization or organizations to receive the assets to be distributed, giving preference if practicable to organizations located within the State of Oregon.

In the event that the court shall find that this section is applicable but that there is no qualifying organization known to it which has a charitable purpose, which, at least generally, includes a purpose similar to this corporation, then the court shall direct the distribution of its assets lawfully available for distribution to the Treasurer of the State of Oregon to be added to the general fund.

REGULAR MEMBERSHIP is held by all members who have remitted dues, in advance, the amount of which will be determined by the Board.

FAMILY MEMBERSHIP is held by all immediate members of a family when family dues have been remitted, in advance, the amount of which will be determined by the Board. Family membership will extend dues-free membership to children and step-children of a family member until they have attained the age of 18 or have graduated High School. 

LIFE MEMBERSHIP is held by all Immediate members of a family when dues have been remitted in the amount of twenty (20) years of dues at the current rate. No further dues will be required of any member holding a Life Membership. Life membership purchased after December 31, 1972, will extend a free membership to children and step-children of a Life Member until they have attained the age of 18 or have graduated from High School. A member in good standing may nominate a member for honorary life membership in recognition of his/her exceptional work for the club. The nomination will be submitted to the Board, and if approved, presented to the general membership for a vote.

A member in good standing is a member who is not more than thirty (30) days in arrears as to any dues, rents, assessments or other monies owing to the Club, serves as a member of one of the standing committees set forth in Article V Section 2 of these Bylaws, has completed the required number of annual volunteer hours set by the Board, has attended no less than one (1) General Membership meeting during the prior year, and is not subject to any action taken under Section 3 of this Article II.

Applications for membership must be submitted on forms approved by the Board, include the applicant’s agreement to a background check, incorporate two (2) personal references, and be accompanied by the remittance of the number of month’s dues from the date of application to August 1, plus the initiation fee set by the Board. 

The background check report and application will then be presented to the Board. The new applicant must be approved by a two-thirds (2/3) vote of the Board. If approved, the applicant will be notified by the Chair or designee from the Membership Committee and shall attend and be introduced at a meeting of the general membership

During the period between application for membership and action by the Board, an applicant shall not have voting or other member privileges but shall be allowed access to and use of the Club facilities.

Applicants who do not receive Board approval may resubmit an application for membership, but will not be extended privileges of the Club or Club facilities until his/her application is approved.

Applications not approved by the Board will be notified by the Chair or designee of the Membership Committee that the applicant has not been accepted for membership and any monies received from applicants less the initiation fee will be refunded.

Pursuant to Title VII of the Civil Rights Act the Club does not and shall not discriminate on the basis of race, color, religion (creed), gender, gender expression, age, national origin (ancestry), disability, marital status, sexual orientation or military status in any of its activities or operations. These activities include, but are not limited to, hiring and firing of staff, selection of volunteers and vendors, and provision of services. The Club is committed to providing an inclusive and welcoming environment for all members of its staff, volunteers, subcontractors, vendors, and clients.

Membership in the Club may be revoked for any of the following causes:

A.  Failure to make timely payments of dues, rents, or any other assessments due to the Club. A notification of arrears shall be sent by the Chair of the Membership Committee to any member who is past due in making any payment or payments to the Club. If said member fails to make the required remittance in full to the Club within ten (10) days of the date on which the notification of arrears was mailed, his or her membership shall be revoked without any action by the Board, Officers or General Membership.

B,  Engaging in conduct unbecoming to a member shall be defined for the purposes of this Article to include the following acts or failure to act:

     1.  Violating any provision of a Stall Rental Agreement, General Rules, Arena Rules, Boarder Rules, Boarder

          Rules, or rules for the use of common areas of the Club approved by the Board.

2.  Threatening to or committing any act which is likely to, or results in injury or damage to any other member or

     his/her property, or to the property of the Club or using abusive language toward any member or a member’s

     child or guest.

3.  Failure to abide by any provision of these Bylaws, or to obey any rule or regulation properly declared by the Board.

4.  Violating any criminal statute in connection with the member’s Club activities.

5.  Use of alcohol, drugs, tobacco products, or vaping on Club premises at any time.

  C.  Charges of conduct unbecoming to a member must be presented in writing, signed by the member making the charge. After receiving the charges the Chair of the Membership Committee shall promptly deliver a copy of the charges to the accused member and present the charges at the next regularly scheduled Board meeting after which a formal notice of the charges shall be sent to the accused member by the Membership Chair by registered mail. The accused member shall be notified no less than seven (7) days following the receipt of the written notice by registered mail of the date, time and place of the meeting, and will be advised of his/her opportunity to be present at said meeting, and that he/she may present witnesses and evidence at the said meeting for the consideration of the Board. The Board may, at its discretion, invite the accused, the accusing member, and any other persons to the meeting to present evidence. Upon receipt by the Board of all evidence, the Board shall vote in executive session whether the membership shall be revoked. No membership shall be revoked except upon a vote by not less than two-thirds of the membership of the Board then present and voting.

D.  When a membership is revoked by the Board as provided above, the Club shall refund to the member a pro-rated portion of prepaid dues and other assessment and the Club reserves the right to retain out of said prepaid dues and assessments an amount equal to the cost of repaying damage to the Club’s property.

E.  Once a membership is revoked it may not be reinstated except in accordance with the provisions of Article II, Section 2 of these bylaws.

Officers of the Club are president, vice president, secretary, and treasurer. Each of these officers is elected by a majority of those members eligible to vote at a called meeting of the general membership as set forth in Section 5 of this Article to a one (1) year term and may succeed themselves in office.

The four officers serve as members of the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws or as expressly limited by applicable law, the Executive Committee shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Club between the meetings of the Board. The Executive Committee shall keep a record of its acts and proceedings, which shall form a part of the records of the Club in the custody of the Secretary, and all actions of the Executive Committee shall be reported to the Board at its next meeting.

Any officer may be removed with or without cause, at any time, by a vote of three-quarters (3/4) of the membership at a meeting of the membership called under Section 4 of this Article. The officer being considered for removal must receive written notice of the proposed removal at least ten (10) days in advance of the proposed action.

The directors will be five (5) members in good standing. The directors of the Club shall be elected by a majority of those members eligible to vote at a called meeting of the general membership to serve a term of two (2) years, may succeed themselves in office shall serve as chairs of standing committees. The terms of the directors shall expire on alternate years: two (2) shall expire in even-numbered years and three (3) shall expire in odd-numbered years.

Any director may be removed with or without cause, at any time, by a vote of three-quarters (¾) of the membership at a meeting of the membership called under Section 4 of this Article. The director being considered for removal must receive written notice of the proposed removal at least ten (10) days in advance of the proposed action.

Any person running for an office of the Board must be a member in good standing for at least one (1) year before running to be an officer or director.

Only one (1) member of an immediate family living in the same household may be an officer or on the Board at a time. Immediate family includes mother, father, sister, brother, husband, wife or children and/or significant others.

All officers and directors shall continue in office until their successor is properly selected. Should any officers or director be suspended as a member under Article II, Section 3 of theses Bylaws, the officer or position of director is declared vacant. Should any officer or director fail to attend any three (3) consecutive meetings of the Board, such an officer or director may be removed from office by a majority vote of the Board of Directors.

In the event any officer or director resigns, is removed by action of the Board, is suspended under Article II, Section 3 or is otherwise unable to serve, the vacancy will be filled by an appointment by a vote of the majority of the Board. A member appointed to fill a vacancy will serve only the unexpired portion of the officer or director’s term but may succeed themselves in office by election.

Regular monthly membership meetings will be held on the second Monday of each month at the location of the Office of the Club or electronically or at another location or on another date and time by a majority vote of the Board with a thirty (30) day notice in writing or electronic communication to the members prior to the date of the meeting.

A special meeting of the membership may be held at the Office of the Club, electronically, or at another location or on another date and time by a majority vote of the Board with at least a ten (10) days notice in writing or electronic communication to the members prior to the date of the meeting.

Board meetings are shall be monthly at the location of the Office of the Club, electronically, or at another location on dates and times set by the Board with a notice of the dates and times of such meetings are displayed on the Club premises or by written or electronic communications no less than three (3) days prior to that meeting. Meetings of the Board except for special or executive sessions are open to the membership although a member’s participation in Board discussions is only by invitation of the presiding officer. Special meetings and executive sessions may be called at the discretion of the president without notice to the membership. Actions of the Board at regular, executive, and special meetings will be reported to the membership at the next regular meeting of the Club.

Officers and directors of the Club are to be elected at the regular June membership meeting and assume office immediately after the election. 

The president shall appoint a Nominating Committee of five (5) directors or members no later than the first meeting of the membership in April of each year. Any member desiring to become a candidate should make it known to the nominating committee prior to the May meeting of the general membership. At the May meeting of the general membership, the nominating committee’s recommendations will be announced. In addition to the nominations presented by the Nominating Committee, the president will call for nominations from the floor. Nominations from the floor will be accepted only if the nominee has indicated prior consent to serve. Nominations from the floor may also be made at the June meeting. The Nominating Committee will prepare a ballot no later than fifteen (15) days prior to the June meeting and post a sample on the Club premises and through electronic communication. The ballot will provide additional space for candidates nominated from the floor at the June meeting.

The election of officers and directors will follow the conclusion of the business portions of the June general membership meeting. The election of each officer and director will be conducted separately beginning with the position of president, followed by the other officer positions, followed by the director positions. Voting for each position shall be as follows: the Nominating Committee will present the name or names of those nominated for each position and call for additional nominations from the floor. Each candidate will be allowed to address the membership after which written ballots will be distributed and received from each eligible voter, and tallied by three members of the Membership Committee none of whom is related to one of the candidates. The nominee receiving the most votes will be declared elected.

At all meetings of the Board, a majority of the total number of officers and directors shall constitute a quorum for the transaction of business and the act of a majority of the officers and directors present at any meeting at which there is a quorum shall be the act of the Board, except as may be otherwise specifically provided by these Bylaws or law. If a quorum shall not be present at any meeting of the Board, the officers and directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

A voting member is any member in good standing who has attained the age of 18 years of age. Each voting member is entitled to one (1) vote. At all meetings of the membership, a majority of the total number of members present shall constitute a quorum for the transaction of business and the act of a majority of the members present at any meeting shall be the act of the membership, except as may be otherwise specifically provided by these Bylaws or law. Absentee or proxy votes may not be cast by an officer, director, or member of the Club.

The Corporation shall indemnify the legal or other expenses of any individual who is made a party to any legal or other proceedings because the individual is an officer or director of the Corporation so long as the individual was acting in good faith and reasonably believed that his/her conduct was in the best interest of the corporation. In the case of a criminal proceeding, an individual who is made a party because the individual is an officer or director of the Corporation shall be indemnified only if he/she had no reasonable cause to believe that his/her conduct was unlawful. Said indemnification shall be limited to reasonable legal or other expenses in connection with the proceeding. In the case that any officer or director is made a party to a legal or other proceedings because of that individual’s status as an officer or director, and that individual is wholly successful in defending against the claim, on the merits or otherwise, that officer or director shall be fully indemnified by the Corporation for the reasonable expenses incurred in his/her defense.

The Corporation shall not indemnify any officer or director in connection with a legal or other proceedings by or in the right of the Corporation in which the officer or director is adjudged personally liable to the corporation. The corporation shall not indemnify any officer or director in connection with a proceeding charging improper personal benefit of the officer or director if the officer or director is adjudged liable for such improper personal benefit.

The president shall be the chief executive officer of the Club. He/she shall preside at all meetings of the Club, declare special or executive sessions, be consulted and updated on the activities of the officers, directors, and standing committees, supervise all employees of the Club unless otherwise provided by these Bylaws, serve as one of four signatories of the Club’s bank accounts, serve as the legal representative of the Club, oversee any legal or other proceedings on behalf of or against the Club, oversee disciplinary actions taken against any member, assure assignment of directors as chairs of standing committees, and fulfill such other responsibilities as are implied by the office and these Bylaws.

The vice-president shall serve as one of four signatories of the Club’s bank accounts, chair one of the standing committees, oversee the Bylaws and other corporate documents, assure the filing of any documents or records necessary to maintain the Club’s non-profit status, perform the duties of the president in his/her absence, and perform such duties as may be delegated by the president,

The secretary shall serve as one of four signatories of the Club’s bank accounts, chair one of the standing committees, keep clear and accurate records of the business transacted by the Board and the Membership by maintaining minutes of the meetings, actions taken, and records of elections, assure such records are communicated to the membership in a timely manner, assure the maintenance of any records needed to maintain the Club’s non-profit status, report actions of the Board to the Membership, be the keeper of the Club’s seal, and execute other duties as may be delegated by the president or the Board or as implied by the office.

The treasurer shall be the chief financial officer of the Club. He/she shall serve as chair of the Finance Committee. The Treasurer will NOT act as one of three signatories of the Club’s bank accounts. The treasurer shall act as custodian of all funds of the Club, oversee the use and security of the Club’s Credit card and bank accounts, assure in coordination with the standing committees the payment of bills and the deposit of income received, assure financial records are regularly provided in a timely manner or upon request to the officers, directors, and members. Assure the retention and, at minimum, monthly utilization of a Club Board of Director’s approved Bookkeeping service, that will provide and maintain clear and accurate records of the Club’s financial transactions. Assure the retention and annual utilization of a Club Board of Director’s approved CPA (Certified Public Accountant) to review the Club’s financial statements and prepare tax returns annually.

The Board shall be the governing body of the Club, and shall be vested with such authority and responsibilities as are not otherwise delineated in these Bylaws, including but not limited to:

     A.  Approving all bills for material and expenses prior to payment.

     B.  Engage contracted services or hire employees and establishing the duties to be performed and fixing the compensation of any such personnel.

     C.  Delegate authority to incur expenses on behalf of the Club.

     D.  Discharging any employee of the Club found not to be faithfully performing his/her duties.

     E.  Developing and publishing rules for the conduct of the Club and the use of the facilities. 

     F.  Reviewing violations of approved rules and determining the disciplinary action to be taken, including the imposition of fines.

     G.  Renting of stalls to members in good standing and maintaining a system for the orderly management of stalls, defining the terms of stall rental agreements,

           and establishing members priority to rent. The rental system and its rules will be prominently posted at the Offices of the Club.

In order to assure the financial stability of the Club due to the increase in expenses or cost of living, the Board may, by a three-quarter (3/4) vote, set or adjust dues, rents, fees, or fines. Any action of the Board that sets or adjusts the dues, rents, fees, or fines may be reversed by a three quarter (3/4) vote of the membership at a meeting of the general membership called in accordance with these Bylaws.

The rules of procedure at meetings of the members of the Club or the Board shall be according to Robert’s Rules of Order when not inconsistent with these Bylaws. The rules of procedure may be suspended by a three quarter (3/4) vote of those present and voting at any meeting.

The Club shall maintain eight (8) standing committees each of which shall be chaired by an officer or director of the Board as shown in Appendix A attached hereto. The standing committees shall be Barn, Building and Grounds, Communications, Compost Facility, Events and Fundraising, Finance, Housekeeping, and Membership the duties and responsibilities of which are described in Appendix B attached hereto. In addition to these standing committees, the Board may appoint special committees as needed. Standing and special committees are accountable and report to the Board. Horse shows or special events must be approved by and are accountable to the Board through the Events and Fundraising Standing Committee.

Amendments to these bylaws may be proposed in writing by an officer, director, or member of the Club by submitting them to the Board or Membership at a meeting called under Article III Section 4 of these Bylaws. When, in the opinion of the Board or the Membership, adoption of the proposed amendment(s) would be in the best interest of the Club, a vote will be ordered on adoption. Each member in good standing will receive notice of the meeting at which the proposed amendment(s) will be considered, and thirty (30) days prior to that meeting will receive a copy of the proposed amendment(s). Amendments to these Bylaws may be adopted only by a two-thirds (2/3) majority of the members present voting in favor of adoption.

Chaired by a Board Director or Club officer, this standing committee shall designate its chair or one of the committee members as Barn Manager and exercise supervision and management of the Club’s horse stalls including but not limited to the distribution, care, and maintenance of stalls, stall bedding, feed, manure management, and supervise stall renters to assure proper upkeep of stalled horses and report monthly to the Board.

Chaired by a Board Director or Club officer, this standing committee shall exercise oversight, supervision, maintenance, and management of the Club’s physical property and facilities including but not limited to all buildings and structures, stalls, inside and outside arenas, round pens, gates and fences, parking areas, water and irrigation systems, utility systems, roads, passageways, storage areas, trailer storage, maintain service and maintenance records of the Club’s equipment and report monthly to the Board.

Chaired by a Board Director or Club officer, this standing committee shall provide oversight and supervision of the Club’s bulletin board, social media, website, mail, and other communications and report monthly to the Board.

Chaired by a Board Director or Club officer, this standing committee shall exercise oversight and management of the manure/bedding waste, appoint a Compost Manager, the organizing, and directions of its accumulation and composting, the maintenance of the aerated static pile compost structure, and the commercial marketing of the composted product and the oversight of expenses and income of the Compost Facility in collaboration with the Club treasurer and report monthly to the Board.

Chaired by a Board Director of Club officer, this standing committee shall exercise oversight, scheduling and management of horse and social events conducted by or on the grounds of the Club and provide oversight of any special events of the club which have received the approval of the Board, including maintaining a record in coordination with the Club treasurer of expenses paid and income received for such events and provide oversight and communications with organizations renting the Club’s facilities for horse or social events including the collection of fees and report monthly to the Board.

Chaired by the Club Treasurer, this standing committee shall assure clear and accurate records of the Club’s finances, financial security, and safety of the Club’s accounts, receive and record stall rents and special fees, and assure regular review of the Club’s financial records and assure that the Board of Directors receives regular financial accounting through the monthly Treasurer’s report

Chaired by a Board Director or Club officer, this standing committee shall exercise supervision, scheduling, maintenance, and management of the meeting and event spaces including but not limited to the social hall, kitchen, Club office, restrooms, hallway, tables, chairs, and arena bleacher and seats and report monthly to the Board.

Chaired by a Board Director or Club officer, this standing committee performs the duties related to membership in the Club including but not limited to the distribution, receiving and review of membership applications, conducting background checks on new applicants, assuring that the Board receives and reviews the application and background check report for approval, invites the new member to a membership meeting and introduces the new member to the membership at that meeting, maintaining the distribution of electronic front gate access cards, work with the Club Treasurer to assure annual membership dues are received and recorded, maintain a complete and accurate membership roster including but not limited to name, mailing, and email address, and phone numbers, assure standing committee assignments and notify the member of any action taken under Article II Section 3 of these Bylaws and report monthly to the Board.