Bylaws

Colorado Hunter Jumper Association Bylaws

CHARTERED: September 3, 1963

Amended December 2023

ARTICLE I. Name

The name of this organization shall be the Colorado Hunter Jumper Association, Inc. (“CHJA”)

ARTICLE II. Purpose

CHJA’s purposes are:

  1. To promote the sport of horsemanship through sanctioning and sponsoring hunter and jumper competitions.
  2. To promote rider safety, proper caring for animals and good sportsmanship.
  3. To support the rules of USEF and CHJA.
  4. To maintain proper records relating to CHJA-recognized shows.
  5. To approve and/or assign CHJA-recognized show dates.
  6. Pursuant to the provisions of Article Second, Paragraph B of the Association’s Certificate of Incorporation, to receive, manage and deal with monies, securities and other property intended for charitable education purposes.
  7. To publish information pertinent to rules and specifications, show conduct or general interest.
  8. To adjudicate questions of violations of the rules and specifications of CHJA, and when necessary, to impose penalties in accordance with those rules and specifications.

ARTICLE III. Membership

Section 1. General Membership

  1. Junior Members – Junior members are those individual members who have not reached their 18th birthdays as of December 1 of the current competition year. A junior member is entitled to one vote at all general meetings.
  2. Adult Members – Adult members are those individual members who are at least 18 years of age as of December 1 of the current competition year. An adult member is entitled to one vote at all general meetings.
  3. Stable or Business Memberships – Stable or business memberships are those entities wishing to record horse(s) under that ownership or to be listed in the CHJA Roster for advertising purposes. Owners of stables or businesses must join as individual members in order to receive membership privileges. A stable or business membership is entitled to one vote at all general meetings.
  4. Life Members – Life members shall have the rights and privileges as well as responsibilities of individual junior, adult and stable or business members, but shall be exempt from annual dues and assessments. A life member is entitled to one vote at all general meetings.
  5. Outreach Members - Outreach members may be Juniors or Adults. An Outreach Member is entitled to one vote at all general meetings.

Section 2. Membership Qualifictions

A member in good standing (hereafter referred to as member) shall be identified as:

  1. A person who is not indebted to CHJA and/or CHJA approved horse show.
  2. A person who is not in violation of CHJA Rules and Specifications.
  3. A person who is not under suspension by USEF.
  4. A person who has not perpetrated a fraud in the name of CHJA or against CHJA.

Individuals not in good standing may not participate as exhibitors, owners or trainers at any CHJA approved show. Points will not accumulate while not in good standing.

Section 3. Membership Dues

Dues for each type of membership are determined by the CHJA Board of Directors. Information regarding current dues can be found on the membership application blank or is available from the Membership Chairman. CHJA dues are payable by December 1st of each year. The postmarked date of receipt of bona fide funds in the office of the Membership Chairman or other designated representative shall determine the official date and time of membership.

Section 4. Membership Directory

The Membership Directory is published on the CHJA Web Site. Members may opt not to be listed in the Directory. The Directory is updated continuously beginning December 1 of each year as membership renewals are received.

Section 5. Membership Privileges

Membership privileges for all except Outreach Members:

  1. An email subscription to the CHJA Newsletter. 
  2. Eligibility to compete in the CHJA year- end awards program, Medal Classes, and Medal Finals.
  3. Eligibility to serve on the Board of Directors.
  4. Eligibility to serve on association committees.
  5. Eligibility to vote at the General Election.

Membership privileges for Outreach Members:

  1. An email subscription to the CHJA Newsletter. 
  2. Eligibility to compete in the CHJA Outreach Year End Awards Program.
  3. Eligibility to upgrade to a regular Junior or Adult Membership in order to participate in the Year End Awards Program.

ARTICLE IV. General Membership Meetings

Section 1. Annual Meeting

There shall be an annual meeting of CHJA Members each year, on such date, time and place as shall be determined by the Board of Directors. Notice of the annual meeting shall be delivered to the general membership four weeks prior to the designated date.

Section 2. Special General Membership Meetings

Special meetings may be called by the president, or if requested, by ten percent of the general membership by written request to the Secretary. Ten days written notice must be given to the membership by the Secretary prior to the special meeting. Ten percent of the general membership must be present at the meeting to constitute a quorum.

Section 3. Voting on Issues

Voting on issues shall be by ballot. Proxy voting is not allowed.

Section 4. Order of Business for Annual Meeting

  1. Call to order
  2. Election of directors
  3. Business to come to the floor

ARTICLE V. Nominations and Elections

Section 1. Nominating Committee

The Nominating Committee shall consist of Board members (excluding the president) who are serving the first year of their two year term. A request for nominations shall be published on the CHJA Web Site three months prior to the nomination deadline.

Section 2. Duties of the Nominating Committee

The committee shall recommend to the Board of Directors candidates for election who are currently Adult CHJA members in good standing and have been since April 15 of the preceding year. The Committee shall recommend a sufficient number of candidates to fill Board vacancies. It is the Nominating Committee’s responsibility to include any member recommended by a general member. The slate of candidates shall be received by the general membership four weeks prior to the designated close of balloting.

Section 3. Elections

  1. The election of the Board of Directors shall be by written ballot.
  2. The Nominating Committee shall supervise the election process and shall designate dates for the closing of balloting and the person (s) to receive and count ballots. No ballots will be accepted after the closing date.
  3. A plurality vote shall elect. In case of a tie, the choice will be determined by lot.
  4. Any challenge to the nominations or elections shall be filed with the Board of Directors within 30 days.

ARTICLE VI. Board of Directors

Section 1. General

The business of CHJA shall be managed by the Board of Directors, which shall exercise all of the powers of the Association, except as otherwise provided by statute or by the Articles of Incorporation.

Section 2. Election and Terms

The Board of Directors shall consist of eleven persons elected to that post by the general membership. Each board member must be a resident of Colorado and must be a CHJA member for the length of his or her term. The term of each board member shall be two years. In order to provide for a carryover of experienced Board members, six board members shall be elected in odd numbered years and five board members shall be elected in even numbered years, or a sufficient number to fill board vacancies. Persons holding CHJA Paid Positions may not serve on the Board of Directors. This does not preclude the board from offering a financial honorarium to board members who provide volunteer services of an exceptional nature.

Proviso: The seven board members elected in 2022 will finish their two-year terms. In 2023, six board members will be elected to serve 2023-2025, bringing the size of the board down to thirteen. In 2024, five board members will be elected to serve 2024-2026, which will result in an eleven-member board.

Section 3. Code of Ethics

CHJA Board Members are required to:

  1. To maintain high moral and ethical standards of performance and behavior and to serve as an example to the general membership, especially the junior members.
  2. To support, enforce and strengthen the CHJA Bylaws, CHJA Rules and Specifications.
  3. To support all Board resolutions and decisions that have been passed by at least a majority vote.
  4. To represent the needs and interests of the members in a fair and impartial manner.To contribute and participate frankly and sincerely at the meetings of the Board.
  5. To participate actively in at least one CHJA committee and event. Each Board member will submit, in writing, a report at the final meeting of the year on what committee (s) they worked, and at what CHJA events they donated their time.

Section 4. Powers and Duties

In addition to the functions and duties customarily performed by a corporate Board of directors, and other duties as these bylaws may prescribe, the following specific functions are delegated to the Board.

  1. Establishment and dissolution of committees.
  2. Promulgation and enforcement of CHJA rules and specifications.
  3. Hiring and contracting of any paid position.
  4. Removal from office of any director, chairman or officer, who in the opinion of a majority of the Board, has failed to discharge his or her duties in a manner that is consistent with the best interest of the Association.
  5. Interpreting and deciding all questions or ambiguities which may arise in connection with any bylaw, rule, or policy of CHJA in consultation with appropriate committees if applicable.

Section 5. Meetings and Conduct of Business

Board meetings may be called by the President, who shall instruct the Secretary to forward notice of such meetings, along with the minutes of the last meeting to each Board member no more than a week after the previous adjourned meeting. The President may call a special or emergency board meeting at any time upon notice to each board member. Any three board members may request that a meeting be called by the President, who shall call the meeting as quickly as possible. Board meetings may be conducted by conference call. Meetings of the board are open to all CHJA members in good standing. Non-members may attend board meetings as a guest of a board member. Anyone wishing to present an issue at a board meeting must notify the President. Only directors may vote at board meetings. The President may close board meetings if deemed necessary.

Section 6. Quorum

A majority of Directors of the Board must be present to constitute a quorum. A majority vote of the Directors present at a meeting in which a quorum exists shall be deemed sufficient to sanction the legitimate business and affairs of the Association, with the exception of changes, additions or deletions of rules, specifications or bylaws which must receive a two- thirds vote of the Directors present at a meeting in which a quorum exists.

Section 7. Removal and Vacancies

Any board member missing more than one planned meeting per year shall be subject to review and possible dismissal by the board. The board member will be notified by the secretary if he/she has been dismissed. Vacancies on the board shall be filled by the alternate receiving the highest number of votes from the previous election’s vote tally. This person will complete the term of the person vacating the position. Any board member being removed from the board for any reason will not be able to run for the board for one full year.

Section 8. Executive Committee

There shall be an Executive Committee of the board composed of the officers who shall have all the powers of the board to transact business between board meetings.  Such transactions shall be reported at the next regular board meeting.

ARTICLE VII. Officers

Section 1. General

The officers of CHJA shall be President, Vice-President, Secretary and Treasurer. Officers shall be elected by the Board of Directors from among the Board Members at the first regular Board meeting after the adjournment of the annual meeting. Voting shall be by secret ballot.

Section 2. President

The President shall:

  1. Be chief executive of the Association.
  2. Preside at all Board of Directors, General Membership, and Executive Committee Meetings
  3. Approve Chairperson for all committees.
  4. Serve as an ex-officio member of all committees except the Nominating Committee.
  5. Call any Special Meeting of the Board of Directors or General Membership.

Section 3. Vice President

The Vice-President shall:

  1. In the absence of the President, exercise all duties of the President.
  2. Serve as the Parliamentarian at all meetings of the Board or General Membership.
  3. Serve as a Member of the Executive Committee.

Section 4. Secretary

The Secretary shall:

  1. Give written notice of all meetings to all board members at least 7 days before the meeting date, including the date, time and location of the meeting, or the link to join the meeting electronically.
  2. Post information about all board meetings on the CHJA Website at least 7 days before the meeting, including the date, time and location of the meeting, or information about how to obtain the link to join the meeting electronically.
  3. Record the minutes of all meetings.
  4. Prepare the meeting agenda in consultation with the President.
  5. Provide minutes of the previous meeting to all board members at least 3 days prior to the meeting.
  6. Provide the meeting agenda, including reports and items to be discussed, to all board members at least 3 days prior to the meeting.
  7. Maintain a file of general association correspondence received and correspondence sent on behalf of the association.
  8. Serve as a member of the Executive Committee.

Section 5. Treasurer

The Treasurer shall:

  1. Oversee the management of the financial affairs of the association.
  2. Ensure that the board regularly monitors the organization’s financial performance.
  3. Ensure that the appropriate monthly or quarterly financial statements are provided to the board.
  4. Ensure that the annual audit or review is provided to and reviewed by the board.
  5. Assist in the preparation of an annual budget and present it to the board for review.
  6. Oversee the development of Financial Policies and their review by the board.
  7. Review proposed programs or activities for financial implications.
  8. Serve as a member of the Executive Committee.

Section 6. Officer Vacancies

Any position which becomes vacant may be filled by a special election at the next regular or special Board meeting.

Section 7. Transfer of Duties

All outgoing officers shall ensure the orderly transfer of their duties, responsibilities, records and documents to their successors within 30 days.

ARTICLE VIII. Indemnification

Section 1. Indemnification

CHJA shall indemnify, to the extent permitted by law, any person who is or was a director, officer, agent, fiduciary or employee of CHJA against any claim, liability or expense arising against or incurred by such persons as a result of actions reasonably taken at the direction of CHJA. CHJA shall further have the authority to the fullest extent permitted by law to indemnify its directors, officers, agents, fiduciaries or employees against any claim, liability or expense arising against or incurred by them in all other circumstances and to maintain insurance providing such indemnification. No director, officer, agent, fiduciary or employee of CHJA shall have any personal liability for monetary damages to CHJA except that this provision shall not eliminate or limit the liability of said director, officer, agent, fiduciary or employee to CHJA for monetary damages for (I) any breach of their duty to loyalty to CHJA, (II) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (III) any transaction from which said person derives an improper personal benefit.

Section 2. Repeal or Modification

Any repeal or modification of the foregoing provisions of this article for indemnification or advancement of expenses shall not affect adversely any right or protection stated in such provisions with respect to any act or omission occurring prior to the time of such repeal or modification. If any provision of this article or any part thereof shall be held to be prohibited by or invalid under applicable law, such provision or part thereof shall be deemed amended to accomplish the objectives of the provision or part thereof as originally written to the fullest extent permitted by law and all other provisions or parts shall remain in full force and effect.

Section 3. Insurance

The CHJA Board of Directors shall be responsible to secure insurance for Directors’ and Officers’ liability coverage for the purpose of indemnification of the individuals and the non-profit corporation. The process for securing the coverage will be to appoint an investigative person or a committee to interview at least three insurance agents, report their findings to the Board and then put the chosen policy into effect by the first day of the policy year.

ARTICLE IX. Committees and Paid Positions

Section 1. Committees

Committees may be created by the Board to serve specific purposes. Committee members and chairman may be non-Board members as well as Board members but must be CHJA members in good standing. Each committee chairman shall provide the Board of Directors with a written report of his activities and accomplishments at the December meeting.

The Board of Directors may contract with individuals to accomplish duties on behalf of the association. The duties of the individuals will be determined by the Board and set forth in writing. If a position is available, the position description and amount to be paid shall be posted on the CHJA web site.

ARTICLE X. Parliamentary Authority

The rules contained in the current edition of Robert’s Rules of Order shall govern the proceedings of CHJA meetings in all cases to which it is applicable.

ARTICLE XI. Amendment of Bylaws

Section 1. By The Board of Directors

These Bylaws may be amended at any regular or special meeting of the Board of Directors in which a quorum exists by a two-thirds vote of the Directors present provided that at least seven days previous notice has been given to each Director. A roll call vote may be requested by any member present at the meeting. The general membership shall be notified of all amendments to the Bylaws within 45 days of passage.

Section 2. By Member Petition

Any member wishing to propose an amendment to the Bylaws must present a petition for same to the Board. The petition must contain the signatures of at least ten percent of the general membership. If validated by the Rules and Specs Chair and the Parliamentarian, the amendment(s) shall be submitted to the Board for vote A two-thirds vote of the Directors present at a meeting in which a quorum exists shall adopt the amendment.(s). A roll call vote may be requested by any member present at the meeting. The general membership shall be notified of the amendment(s) within 45 days of passage.

ARTICLE XII. Rule Changes

Section 1. Ordinary Rule Changes

CHJA rules may be amended as follows:

  1. A written proposal for rule changes may be submitted to the Rules Committee by any CHJA member in good standing. This written proposal must be accompanied by the signatures of 10 additional CHJA members in good standing or be submitted by a Board member or committee chairman. The proposal may be withdrawn at any time.
  2. A written proposal may be submitted anytime before August 1st to be considered for the following year. Board members and Committee Chairman may submit rule change proposals until September 1st of the current year.
  3. The Rules Committee will refer proposals received to the appropriate committee for discussion
  4. The membership must be notified of all accepted rule-change proposals before such proposals are brought to a vote by the Board of Directors. Members will also be notified of the date, time, and location of the meeting at which the rules will be voted on by the Board.
  5. Once the proposal has completed the above process, the Board may accept, amend and accept, or deny the proposal by a two-thirds vote of the Directors present at the previously specified meeting in which a quorum exists. A roll call vote may be requested by any member present at the meeting.
  6. Changes of an editorial nature such as correction of typos, re-numbering, re-lettering and change of the year on cover pages may be made by the Rules Committee prior to printing of the Rule Book without going through steps A - E.
  7. Rule changes will take effect December 1st of the submitted year.
  8. Changes required to be in compliance with USEF/USHJA/Zone 8 specs may be proposed by the Rules Committee and approved by the board without going through steps A-E. The membership will be notified of any such changes within 45 days.

Section 2. Extraordinary Rule Changes

The Board of Directors may entertain extraordinary rule proposals at any time, provided:

  1. The proposal was submitted in writing by a Board member or signed by fifteen CHJA members in good standing.
  2. There is an immediate need to act on the proposal: i.e. for safety reasons, health reasons, or other compelling circumstances.
  3. The proposal is endorsed by at least two directors prior to the meeting.
  4. Once the proposal has completed the above process, the Board may accept, amend and accept, or deny the proposal by a two-thirds vote of the entire Board. The general membership must be notified of the extraordinary rule changes within 45 days.