ByLaws - Part B

Part B. Operations, Board of Directors, Officers, Committees and Finances 


Section 1.

The location of the principal office of this Association shall be determined by a 2/3 majority of the Board of Directors.

Section 2. (Revised 03/31/15)

The affairs of this Association are entrusted to the Board of Directors, which shall have full power to authorize and make contracts, expend funds for the purposes, aims, objectives and operations of this Association. There shall be no more than 14 (fourteen) directors nor less than (9) nine, each of whom must be a Regular Member in good standing. Each board member elected shall serve for three years unless elected to fill a vacancy. The board membership terms are staggered which shall result in approximately 1/3 of the board being subject to election annually.

Each Board Member shall have the right to cast a vote on all matters and issues properly brought before the board. Prior to the vote a simple majority of the total number of directors must be present to establish a quorum.

The right to vote may be restricted by the Conflict of Interest Policy established by this Association. Any Board Member who has a conflicting interest as defined in this Associations Conflict of Interest Policy shall be identified as an interested party and shall not vote on the issue or matter in which he/she has a conflicted position. A conflicted party shall still be counted for the purpose of determining a quorum.

Unless otherwise expressly required by law, the articles of organization, or specific contrary by-law, the Board of Directors is authorized to act upon the majority vote of the Board of Directors present at the commencement of the meeting. In those circumstances requiring a vote where there one or more conflicted parties, a majority or higher number as required by law or by-law, of eligible voters shall be sufficient to pass the matter or issue before the board. For purposes of this section eligible voter means a non-conflicted board member. 

Section 3.

The Board of Directors shall appoint a nominating committee from among its members whose duty it will be to nominate a minimum of one person for each position to be filled plus two additional persons. The nominating committee shall also cause the voting Members to be notified of the deadlines for submitting additional nominees. In order to nominate someone not selected by the nominating committee, the name of the nominee must be submitted by the deadline with the signature of five voting Members nominating the person, accompanied by a letter of acceptance signed by the nominee certifying a willingness to serve as a director. The voting Members shall be supplied with the ballots by mail accompanied by voting instructions.

Section 4.

Vacancies occurring on the Board of Directors may be filled by the Board of Directors until the next annual vote of the members.

Section 5.

The Board of Directors shall regularly meet during the course of the year. Before adjourning any regular meeting of the Board, it shall determine the date, time and place of the next regular meeting of the Board of Directors and the directors shall be notified in writing of said meeting.

Section 6.

The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern in all cases to which they are applicable and in which they are not inconsistent with these by-laws, any special rules of order that may be adopted, and any statutes applicable to this organization that do not authorize the provisions of these by-laws to take precedence. (Revised 02/05/11) 

Section 7.

Special meetings of the Board of Directors may be called upon 10 days written notice to the directors of the date, time, place and purpose(s) of the meeting. Only the President, First Vice-President, or any three directors may call a special meeting.

Section 8.

Unless otherwise expressly required by law, the Articles of Incorporation or a specific by-law to the contrary, the board is authorized to act upon the majority vote of the directors present if a quorum of the directors was present at the commencement of the meeting. A simple majority of the directors are required for a quorum.  (Revised 04/10/12)

Section 9.

The Board of Directors shall elect its officers and/or the officers of this Association. Any appointment may be rescinded or terminated by the board. The board may establish any conditions to an appointment, including but not limited to, the posting of a bond for faithful performance of duties.

Section 10.

Officers. The Executive Officers of this Association shall be a President, First Vice-President, Second Vice-President and Secretary-Treasurer. The Executive Officers must be directors, except the Secretary-Treasurer who may or may not be a director. Election of the President, First Vice-President and Second Vice-President shall be annually at the first meeting of the Board of Directors immediately following the Annual Membership Meeting. These executive officers shall remain in office until each successor shall have been elected. Vacancies in offices shall be filled by the Board of Directors for the unexpired portion of the term.

Section 11.

The President is the chief and principal executive officer with general supervision of the business and affairs of this Association. The duties of the president include presiding at all meetings, signing with the Secretary-Treasurer contracts authorized by the board or those incidental to the conduct of the ordinary affairs of the corporation, and discharging duties assigned by the Board of Directors. The President may establish committees and appoint members. The President is an ex-officio member of all committees.

Section 12.

The First Vice-President shall perform the duties of the President in the absence or disability of the President. Likewise, in the absence or disability of the President and First Vice-President, the Second Vice President shall perform the duties of the President.

Section 13.

The Secretary-Treasurer shall perform the duties incidental to the office, including but not limited to, the maintenance of the minutes and records of this Association, its board and committees, to the giving of notices and other duties assigned to the office. The Secretary-Treasurer shall, subject to the direction and instructions of the Board of Directors, serve as the Executive Director of this Association and manage the daily operations of this Association.

Section 14.

The Executive Committee. The Board of Directors shall annually appoint three directors to the Executive Committee, one of whom must be the President. The Executive Committee shall exercise the powers conferred upon it by law, by the Articles of Incorporation, By-Laws and by the Board of Directors.

Section 15.

Membership Committee. The President shall annually appoint a Membership Committee which shall consist of the President and a minimum of three members of the Board of Directors. The Membership Committee shall periodically review membership applications submitted to the Association for renewal or approval. The management of the Louisiana Thoroughbred Breeders Association will provide the Committee with a computer generated current list of members, membership type, name of horse owned, percentage owned, dues status and year last foal accredited. This list shall be available to the Committee 120 days and 60 days prior to the election so that the Committee can submit to the entire Board of Directors for approval of the membership list at least 30 days prior to any election. The Membership Committee shall provide a list of persons it feels should be approved as members to the Secretary-Treasurer for approval by the Board of Directors. For a Member to vote his membership shall be approved at least 30 days prior to any election. (Revised 02/05/11)

Section 16.

Committees. Any committee, including the Executive Committee, shall keep minutes and records and shall report its activities at each regular meeting of the Board of Directors and at such other times as required by the board.

Section 17.


(A) In the absence of special resolution of the Board of Directors, all negotiable instruments, evidences of indebtedness or other financial obligations shall be signed by the Secretary-Treasurer and/or the President of the Association. (Revised 10/08/13)

(B) The funds of this Association shall only be deposited in federally insured institutions or accounts or invested in government-backed securities, notes or bills.

(C) The board, on behalf of the LTBA, may accept contributions, gifts, bequests, grants and the like.

(D) The fiscal year shall begin January 1st and conclude the following December 31st. (Revised 08/05/17)

(E) From time to time the board shall establish and publish the amounts and due dates for dues, delinquency fees and charges, application and registration fees, accreditation fees, entry fees and all schedules of payments.