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Part I.  Corporate Organization

Article I.  Title, Purposes, Location and Corporate Seal

§1. The name of this Corporation shall be the American Trakehner Association, Inc., which is a Unification of the North-American Trakehner Association, Inc. (NATA) and the American Trakehner Association, Inc. (ATA), hereinafter referred to as "the Association." It shall at all times be operated and conducted as a nonprofit association in accordance with the laws of the State of Ohio.

§2. The purposes of the Association are:

To establish, maintain, and operate a non-profit association of breeders, owners and friends for the promotion and preservation in the Western Hemisphere of the warmblood horse of Trakehner origin: to maintain a public registry of Trakehner horses: to mark, or brand, approved stallions, mares and foals with the Association's corporate seal; to disseminate information to breeders, owners and friends pertaining to the breeding and raising of Trakehner horses; to promote the performance of the Trakehner horse in dressage, three-day eventing, hunting, jumping and driving; and generally do all the things appropriate to encourage a public understanding of the Trakehner horse, its breeding and performance.

§3. The principal place of business shall be in Licking County, Ohio, but its members, directors or officers may be residents of any state, territory, or country, and business may be carried on at any place convenient to such members, directors, or officers who are conducting the business of the Association.

§4. The seal of the Association shall be in the form impressed as follows:

The seal, or such facsimiles thereof as may be authorized by the Secretary of the Association, shall be under the general custody of the Secretary, but who may deliver physical custody of the same to such officers or administrative personnel as may be necessary for the conduct of the Association's business.

The seal may be imprinted uniformly on all Association forms and stationery, as may be determined by the Board of Trustees. The seal may also be used by any member of the Association in the marking of tack, equipment, stationery, or other paraphernalia, provided it is not used in such a manner as to identify the member solely as the Association. Any other person, firm, or corporation may use the corporate seal only upon the approval of, and under such conditions as the board of trustees shall determine, and then only upon the execution of an agreement by the Association and the licensee specifying the conditions, scope and extent of the use of the seal by the licensee.

Article II.  Membership

§1. The membership of the Association shall consist of Lifetime Members, Active Members, Youth Members and Distinguished Members, as defined in §§2- 5 of this Article.

§2. Lifetime Members of the Association are Active Members, as defined in §3 of this Article, who elect to pay ten times the annual dues prescribed for Active Members for the year in which the person or entity elects to join the Association as a Lifetime Member.

§3. Active Members of the Association shall consist of either natural persons or entities (families, fiduciaries, proprietorships, partnerships, unincorporated associations or corporations) who pay the annual dues prescribed for Active Members of the Association. Active Members shall receive annually the Journal of the Association and may participate in membership meetings, either individually, or, in the case of an entity, through an authorized representative.

An Active Member who is a natural person and, in either an individual or corporate capacity, is the record owner of a purebred Trakehner horse registered and recorded in either Division (A) or (E) of the Official Registry Book of the ATA or in Division 1 of the General Registry Book of the NATA or in the Official Stud Book of either the ATA or the NATA at the time of election to office shall be eligible to hold office as a trustee or officer of the Association. All Active Members who are the record owners of a horse registered and recorded in any of the registry books of either the ATA or the NATA may serve as chairman, or a member, of committees of the Association.

An Active Member, as hereinbefore defined, who is an active member at least forty-five (45) days prior to exercising the right to vote, is entitled to one vote. In the case of an entity, as hereinbefore described, a natural person shall be designated by the entity at the time of registration for a membership meeting to exercise the voting right; provided however, that only an Active Member, as hereinbefore defined, who is the record owner of a purebred Trakehner horse registered and recorded in either Division (A) or (E) of the Official Registry Book of the ATA or in Division 1 of the General Registry Book of the NATA or in the Official Stud Book of either the ATA or the NATA, is entitled to vote on matters pertaining to the registration or branding of horses; provided, however, that all Active Members entitled to vote pursuant to the Corporate Regulations prior to the amendments made at the Annual Meeting of the ATA on November 3-6, 1983, and still a member of the Association at the time of the vote may continue to exercise their right to vote as it existed at that time.

§4. Youth Members of the Association shall consist of natural persons not yet having passed their twenty-second birthday.

§5. Distinguished Members shall consist of natural persons who have made extraordinary contributions to the development of the Trakehner breed and who have been elected as distinguished members by not less than two-thirds vote of the membership. Distinguished members may exercise the same membership privileges accorded Active Members pursuant to §3 of this Article and are entitled to vote on any issue.

§6. Voting privileges pursuant to §3-5 of this Article are limited tomembers who have passed their 18th birthday.

§7. Application for membership in this Association shall be made in the form prescribed by the Board of Trustees and accompanied by the payment of dues for the current year. The applications for membership may be reviewed by the Membership Committee in questionable cases concerning eligibility for membership which shall then certify to the Secretary of the Association the eligibility of the applicants for the membership requested. The Secretary shall issue a membership certificate to the applicant in such form as may be prescribed by the Board of Trustees.

§8.Membership in the Association is not transferable.

Article III.  Dues

§1. The amount, time and manner for the payment of dues for membership in the Association shall be determined by the Board of Trustees. The some shall be published to the membership in an appropriate manner.

§2. Dues shall not be required for Distinguished Members. In the event a Lifetime or Active Member is elected a Distinguished Member the dues requirement shall be waived for the fiscal year following his/her election as a Distinguished Member and for each succeeding year thereafter during his/her lifetime.

§3. The annual dues, other than the dues of Lifetime Members as prescribed in Article II, §2, shall be payable on a twelve-month cycle beginning with the anniversary date assigned to that membership in accordance with policies established by the Board of Trustees.

§4. Members who have been dropped from membership for non-payment of dues may be reinstated by paying the dues for the current period at which time membership privileges shall be reinstated.

Article IV.  Termination of Membership

§1. Membership and membership privileges in the Association shall be terminated for failure to pay dues timely as prescribed in Article Ill of these regulations, or for cause, on the grounds and in accordance with the procedures specified in Part IV of these regulations.

Article V.  Board of Trustees

§1. There shall be a Board of Trustees of the Association. The Board of Trustees shall consist of a President and Chairman of the Board of Trustees, a Vice President, a Secretary, a Treasurer, the Immediate Past-President and nine Trustees. It is recommended that at least one member of the Board of Trustees shall be a Canadian citizen.

§2. The President and Chairman of the Board of Trustees, the Vice President, the Secretary and the Treasurer shall be elected, as hereinafter provided in Part I, Article XIV, for a term of two years commencing at the adjournment of the annual meeting of the Trustees. The remaining nine Trustees shall be elected as hereinafter provided in Part I, Article XIV, for a term of three years commencing at the adjournment of the annual meeting of the Trustees. The Immediate Past President, unless removed from office for cause, shall serve as a Trustee with all rights and duties pertaining thereto until he/she formally resigns.

§3. The President and Chairman of the Board of Trustees and the Secretary shall begin their two-year terms of office in an even-numbered year; the Vice President and the Treasurer shall begin their two-year terms of office in the succeeding odd-numbered year.

§4. No trustee, other than an officer of the Association, may succeed himself/herself in office as a trustee. The President, Vice President, and Secretary may succeed themselves in office for one additional term of two years. The Treasurer may succeed himself/herself for an unlimited number of terms.

§5. Trustees may be removed from office upon cause by the membership at an annual meeting or at a special meeting called for that purpose.

Article VI.  Meetings of Board of Trustees

§I. Regular meetings of the Board of Trustees shall be held semi-annually. The Board shall hold a regular meeting immediately preceding and immediately following each annual meeting of the membership at the place where such annual meeting shall be held. The Board shall hold a semi-annual meeting between annual meetings at such times and places as shall be determined by the Board at each annual meeting.

§2. Special meetings of the Board of Trustees may be called by the President and Chairman of the Board on five (5) days notice directly to each Trustee by some appropriate means. Special meetings shall also be called by the President and Chairman of the Board in like manner, or on like notice, on the written request of not less than three (3) members of the Board. Special meetings shall be held at such time and place as may be specified in the notice thereof.

§3. In the intervals between meetings of the Board of Trustees, the President and Chairman of the Board may refer and submit, by some appropriate means, to the members of the Board of Trustees definite questions relating to the affairs of the Association which, in the opinion of the President and Chairman of the Board, require immediate action on the part of the Board of Trustees. The result of such a referendum, which requires a majority vote of the Trustees, shall be binding on the Association and its Board of Trustees, officers, committees, agents and employees.

Article VII.  Duties of Board of Trustees

§1. The Board of Trustees shall:

1. transact the general business of the Association in the interim between annual meetings;
   
2. establish major administrative policies governing the affairs of the Association and devise and develop policies for the Association's growth and development;
   
3. provide for the maintenance of the national office and for making such office the center of activities of the Association, including such work of the officers and committees as may be deemed expedient;
   
4. provide for proper care of materials, equipment and funds of the Association, for the payment of legitimate expenses, and for the annual auditing of all books of account by a non-member certified public accountant;
   
5. in its discretion appoint an administrative supervisor and such other administrative personnel as may be necessary and define the duties and fix the compensation of such administrative staff persons:
   
6. appoint standing committees as provided in these regulations;
   
7. appoint special committees as may be needed from time to time;
   
8. determine the exact date and place for holding the annual meetings and meetings of the Board of Trustees and provide for the payment for the place of such meetings when necessary;
   
9. verify referendum votes of the Board of Trustees; and
   
10. review and determine, as may be necessary, the membership dues and fees payable to the Association.

Article VIII.  Executive Committee of Board of Trustees

§1. There shall be an Executive Committee of the Board of Trustees composed of the President and Chairman of the Board of Trustees, the Vice President, the Secretary and the Treasurer of the Association and one Trustee selected annually upon nomination by the President and ratification by the Board of Trustees. This committee shall have all the powers of the Board of Trustees to transact business of an emergency nature between Board meetings. All transactions of this committee shall be reported in full at the next regularly scheduled meeting of the Board of Trustees.

Article IX.  Officers

§1. The officers of this Association shall be a President and Chairman of the Board of Trustees, a Vice President, a Secretary, and a Treasurer.

§2. The officers of the Association shall perform the duties usually performed by such officers, together with such duties as hereinafter prescribed in Article X.

§3. Officers may be removed upon cause by the membership at an annual meeting or special meeting called for that purpose.

Article X.  Duties of Officers

§1. The President and Chairman of the Board of Trustees shall preside at meetings of the Board of Trustees, and serve as Chairman of the Executive Committee and as an ex-officio member of all committees except the Nominations Committee and the Inspection Committee.

§2. In the absence of the President and Chairman of the Board of Trustees the Vice President shall assume the duties of the President and Chairman of the Board of Trustees. The Vice President shall also assume such other duties as are assigned to the Vice President by the Board of Trustees. In the event of a vacancy occurring in the office of the President and Chairman of the Board of Trustees, the Vice President shall serve as President and Chairman of the Board of Trustees until the adjournment of the next annual meeting or until the Vice President's successor is elected.

§3. The Secretary shall keep the minutes of all meetings of the Association and of the Board of Trustees, preserve all papers, letters and transactions of the Association and have custody of the corporate seal as hereinbefore provided in Article I, §4. The Secretary shall deliver to the successor Secretary within one month after the annual meeting all Association property in the retiring Secretary's possession.

§4. The Treasurer shall collect, receive and have charge of all funds of the Association; shall deposit such funds in a bank designated by the Board of Trustees and shall provide for the expenditure of such funds. The Treasurer shall report to the Board of Trustees the financial standing of the Association whenever requested to do so and publish the financial statements and make a full report to the membership of the financial status of the Association for each fiscal year of the Association on or before the adjournment of the semi-annual meeting of the Board of Trustees immediately following the close of that fiscal year. The Treasurer shall give a bond subject to the approval of the Board of Trustees. The accounts of the Treasurer shall be audited annually by a non-member certified public accountant approved by the Board of Trustees.

The retiring Treasurer shall within one month after the close of the annual meeting deliver to the successor Treasurer all money, vouchers, books and papers of the Association in the retiring Treasurer's custody, with a supplemental report covering all transactions from the close of the annual meeting to the making of the supplemental report.

§5. All officers except the Secretary and Treasurer shall, on the expiration of their term of office, surrender all property in their possession belonging to their respective offices to the newly elected President and Chairman of the Board.

Article XI.  Standing Committees

§1. Standing committees shall be composed of Distinguished, Lifetime or Active Members of the Association, as hereinafter provided, and shall assume such duties as are specified in these regulations and such other duties as may be assigned by the Board of Trustees.

§2. Except in the case of the Nominations. Inspection and Inspection Review Committees, the Board of Trustees shall select each year at the annual meeting of the Board of Trustees the chairmen and one other person who is a member of the Board of Trustees, unless the chairman is a Trustee, to serve as members of the standing committees of the Association during the ensuing calendar year, The remaining authorized members of each of the standing committees shall be selected by the chairman of the committee.

The duties of the chairmen of the committees shall consist of convening the committees for meetings, presiding at meetings of the committees and making appropriate recommendations to the Board of Trustees for taking corporate action.

§3. The following standing committees, with the exception of three members of the Nominations Committee, who shall be elected as hereinafter provided in Part I, Article XIV, shall, unless otherwise provided, consist of at least three members and be constituted at, or immediately after, each annual meeting to serve as the standing committees during the ensuing calendar year, or until their respective successors are appointed:

1. Advertising
2. Annual Meetings
3. Awards
4. Branding
5. Corporate Regulations and Grievances
6. Education
7. Membership
8. Nominations
9. Publications
10. Public Relations
11. Registration
12. Inspections
13. Inspection Review

§4. The Committee on Advertising shall develop and implement programs approved by the Board of Trustees for communicating with the public at large concerning the Trakehner horse of East Prussian origin and the role of the Association in promoting the Trakehner horse and shall coordinate its activities with those of the Committee on Public Relations.

§5. The Committee on Annual Meetings shall be responsible for planning the program for annual meetings under the general direction, and subject to the approval, of the Board of Trustees.

§6. The Committee on Awards shall compile and maintain records of the performance of all horses registered with the Association, for the purpose of determining annually the recipients of awards, and shall deliver such information for publication in the journal of the Association.

§7. The Committee on Branding shall supervise the branding of horses pursuant to these corporate regulations and select branding representatives to assist it in the performance of its responsibilities.

The chairman of the committee shall be the official custodian of the branding irons, shall train the branding representatives and supervise their branding activities, and shall coordinate the branding of horses with the Registration Committee. The branding representatives shall receive directives from the chairman of the Branding Committee of the horses to be branded, schedule branding sessions, report applications and non-applications of the brand and maintain the integrity of the branding program through a responsible and judicious application of the brand to only qualified horses in accordance with the procedures adopted by the Board of Trustees to implement Part III of these regulations.

§8. The Committee on Corporate Regulations and Grievances shall review, as may be necessary, the articles of incorporation and regulations of the Association and make any appropriate recommendations for amendments thereto and hear all complaints for violations of the Association regulations in accordance with the procedures prescribed in Part IV of these regulations.

§9. The Committee on Education shall coordinate all activities of the Association dealing with the development of educational materials for the membership.

§10. The Committee on Membership shall take all appropriate actions for the marketing, encouragement and conservation of membership in the Association.

§11. The Committee on Nominations, whose chairman shall be selected by its members, shall consist of five voting members of the Association, including two members appointed by the Board of Trustees and three members who shall be elected as hereinafter provided in Part I, Article XIV. The Committee on Nominations shall review the desires and qualifications of members to hold office in the Association as Trustees and Officers and make appropriate recommendations to the membership for the filling of all vacancies in office at each annual meeting of the Association. The Committee shall formalize its recommendations for publication to the membership of the Association in some appropriate form at least 30 days prior to the annual meeting.

§12. The Committee on Publications shall oversee the publication of The American Trakehner, the official journal of the Association, and such other Association publications as the Board of Trustees may from time to time direct. The Committee shall constitute the Editorial Board of the journal.

§13. The Committee on Public Relations shall act as a liaison between the Association, its officers, committees and administrative staff and equine publications for the promotion of the activities of the Association and the Trakehner breed, furnish news items and articles of interest to the news media for the purpose of promoting the Trakehner breed and serve as a source of information concerning the Association's activities and the Trakehner breed. The Committee shall coordinate its activities with the Committee on Advertising.

§14. The Committee on Registration shall consist of at least seven members of the Association, one of whom shall be a member of the Committee on Inspections, and shall supervise the registration of horses in accordance with Part II of these regulations and shall compile, maintain and supervise the Official Stud Book, the Preliminary Stud Book, the Official Registry Book and the Official Appendix Book of the Association in accordance with the rules specified in Part II of these regulations. The Committee shall consist of persons possessing the essential expertise to carry on its functions.

§15. The Committee on Inspections shall consist of at least five members including a chairman who will be selected by the Board of Trustees, each of whom shall serve terms of three years, and from whose membership the Committee on Inspections shall select inspectors as may be required from time to time for the inspection of stallions and mares as provided for in Part II of these Corporate Regulations.

§16. The Committee on Inspection Review shall consist of five members, including past presidents of the Association, the remainder members of the Board of Trustees, who shall be selected by the Board of Trustees. The Committee shall be responsible for the review of members of the Committee on Inspections at the expiration of their three-year terms.

§17. The standing committees of the Association shall report to the Board of Trustees and membership at the annual meeting of the Association. If the business of the committee requires, it may report to the Board of Trustees and membership more frequently at such times and in such form as the chairman of the committee deems necessary.

Article XII.  Administrative Staff

§1. The administrative staff of the Association may consist of an administrative supervisor, and such other personnel as may be necessary.

§2.  (a)The administrative operations of the Association may be performed by, or under the supervision of, an administrative supervisor, appointed by the Board of Trustees.

(b) The duties of the administrative supervisor shall include such duties as may be necessary to implement these Corporate Regulations and the policy decisions pursuant to these regulations made by the Board of Trustees, to perform and coordinate the administrative duties of the office of Secretary and Treasurer of the Association together with the respective officers thereof, and to assist the standing and special committees of the Association in the performance of their activities. The duties of the administrative supervisor shall be performed under the general supervision of the President and Chairman of the Board of Trustees and coordinated with such other officers of the Association as may be necessary from time to time.

(c)The specific responsibilities and duties assigned to the administrative supervisor in accordance with this Article XII, §2, together with any compensation to be paid to the administrative supervisor for the performance of these duties, shall be governed by contract, approved by the Board of Trustees and executed by the Association and the administrative supervisor.

Article XIII.  Indemnification

Every member of the Board of Trustees, officer, employee, or committee member of the Association shall be indemnified by the Association against all reasonable expenses and liabilities, including counsel fees, necessarily incurred by or imposed upon such trustee, officer, employee or committee member in connection with any threatened action, pending action or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by, or in the right of, the American Trakehner Association, Inc.) to which he/she may be made a party or in which he/she may become involved by reason of his/her having been a trustee, officer, employee, or committee member, or any settlement thereof, whether or not he/she is a trustee, officer, employee, or committee member at the time such expenses are incurred, if he/she acted in good faith and in a manner he/she reasonably believed to be in, or not opposed to, the best interests of the Association. This indemnification shall not apply in such cases where the affected trustee, officer, employee, or committee member is found not to have acted in good faith or in a manner reasonably believed to be in, or not opposed to, the best interests of the Association or where the employee is adjudged guilty of willful misfeasance or malfeasance in the performance of his/her duties. The provisions of this Article shall be applicable to actions, suits or proceedings pending at the adoption hereof, or commenced after the adoption hereof, whether arising from acts or omissions occurring before or after the adoption hereof, and to trustees, officers, employees and committee members and other persons who have ceased to render such service, and shall inure to the benefit of the heirs, executors and administrators of the trustees, officers, employees and committee members referred to in this Article. This indemnity agreement shall not inure to the benefit of any indemnitor, insurer, surety, or bonding company.

Article XIV.  Elections

§1. Elections shall be held at each annual meeting of the Association at which time trustees and officers to succeed those whose terms then expire, or to fill any vacancy then existing, shall be chosen by the members present and qualified to vote.

§2. Nominations for trustees and officers shall be made by the Committee on Nominations, through its chairman, at the Annual Meeting of the Association in accordance with the procedures specified in Article XI, §12, prescribing the duties of the Nominating Committee. Any qualified voting member of the Association may also nominate other persons at such meeting to fill any vacancy which exists either by expiration of the term of office, resignation, or otherwise.

§3. Nominations for the three elected members of the Committee on Nominations shall be made by qualified voting members of the Association at the annual meeting.

§4.  (a)The election of trustees, officers and the three members of the Committee on Nominations shall take place immediately upon the closing of nominations and a majority vote of the voting members present and voting shall constitute an election. In the event of a tie vote the vote shall be recast until a majority is established.

(b)Voting for trustees and officers shall be conducted, in the discretion of the presiding officer, by a voice vote, show of hands, roll call or ballot, of the members present and qualified to vote; provided, however, that voting must be conducted by ballot when more than one person has been nominated for an office.

Article XV.  Membership Meetings

§ 1. The annual meeting of the membership shall be held during the second half of each calendar year. The exact time and place of annual meetings shall be designated by the Board of Trustees and announced by publication in appropriate written form.

§2. Special meetings of the membership may be called by (a) the President and Chairman of the Board, or the Vice President acting for the President and Chairman of the Board, (b) a majority of the trustees acting at an authorized meeting of the Board of Trustees, or (c) ten percent of the voting members. An official notice of such meeting shall be given by some appropriate means not less than ten nor more than sixty days before the date of the meeting to each voting member of the Association. The notice shall be given by the President and Chairman of the Board, or the Vice President acting for the President and the Chairman of the Board.

§3. The order of business at each Annual Meeting of the membership shall be fixed by the Board of Trustees at its meeting immediately preceding the membership meeting and shall include, among other things:

1. report of the President and Chairman of the Board;
   
2. report of the Board of Trustees;
   
3. reports of the officers;
   
4. reports of the standing committees;
   
5. reports of any special committees;
   
6. election of trustees and officers; and
   
7. miscellaneous business.

§ 4. The order of business at any special meeting shall be determined by the purpose for which the meeting is called.

Article XVI.  Quorum

§1. A majority of the members of the Board of Trustees, including the President and Chairman of the Board, or Vice President, and at least eight other members of the Association shall constitute a quorum for the transaction of business at any meeting of the membership of the Association.

§2. A majority of the Board of Trustees, including the President and Chairman of the Board. or Vice President, shall constitute a quorum at any meeting of the Board of Trustees.

§3. A majority of the members of the executive committee, any standing committee, or any special committee shall constitute a quorum.

Article XVII.  Publications

§1. The Association shall publish an official Stud Book listing the horses and their pedigrees which are registered according to Articles VI and VII of Part II of these Regulations.

§2. The Association shall publish an "Official Handbook of the American Trakehner Association, Inc. (A Unification of the NATA and the ATA)" which shall contain a brief history of the horse of Trakehner origin and these corporate regulations.

§3. The official news publication of the Association shall be named "The American Trakehner" with the sub-head: the "Official Publication of the American Trakehner Association, Inc. - A Unification of the NATA and the ATA" and shall be published at least semi-annually within each calendar year and shall contain articles, announcements, performance information, advertisements and such other information as may be deemed useful to the members of the Association.

Article XVIII.  Fiscal Year

The fiscal year shall be from January 1 to December 31.

Article XIX.  Parliamentary Authority

The rules contained in Robert's Rules of Order shall govern meetings of the Association in all cases to which they are applicable and in which they are not inconsistent with these regulations.

Article XX.  Amendments

§ 1. These regulations may be amended at any Annual Meeting by a majority vote of the members present and voting; provided, however, that the rules and regulations governing the registration and branding of horses may be amended only by a two-thirds vote of such members present and voting. All proposed amendments shall be referred to the Committee on Corporate Regulations and Grievances for study and recommendation. The committee shall see that all proposed amendments with the committee's recommendations shall be in the possession of the Secretary at least two months before the date of the Annual Meeting and shall be appended to the call of the meeting.

§2. These regulations may be amended at any Annual Meeting by a two thirds vote of the members present and voting without previous notice.