2025 MFTHBA Rulebook

6 C. To promote the improvement, use, exhibition and enjoyment of the Missouri Fox Trotting Horse; together with all other matters necessary to further the interests of the breed. In furtherance of the foregoing purposes, the MFTHBA shall have and may exercise all of the rights and powers given to nonprofit corporations under the Missouri Nonprofit Corporation Act Article III Board of Directors Section 1. Board of Directors The affairs, business and property of the corporation shall be managed and controlled by its Board of Directors consistent with Missouri Nonprofit Corporation Act and bylaws of the corporation. The Board of Directors shall consist of officers and directors elected by the membership as set forth in the bylaws of the corporation. Article IV Members Section 1. Members Members of the MFTHBA shall be admitted, retained, disciplined and expelled in accordance with bylaws, rules, policies and procedures of the corporation. In all matters governed by the vote of the members, each eligible member in good standing shall be entitled to one vote. Article V Dissolution Section 1. Dissolution If the corporation should authorize voluntary dissolution, Articles of Dissolution must be filed with the Secretary of State. Upon dissolution or final liquidation of the corporation, after payment or provision for payment of all of the liabilities of the corporation, the remaining assets of the corporation shall be distributed as follows: The Board of Directors shall dispose of all assets of the corporation to such organizations that are organized and operated exclusively for charitable, educational or scientific purposes that shall, at the time, qualify as an exempt organization under the Internal Revenue Service code. All other termination procedures shall be followed according to the law. Article VI Indemnification Section 1. Indemnification MFTHBA shall indemnify and hold harmless any officer, director, employee and MFTHBA representative their personal representatives and heirs, against reasonable legal expense, judgments and expense of settlement that MFTHBA previously approved, actually and reasonable incurred in connection with an actual or threatened legal proceeding, if such person acted legally, in good faith, and was duly authorized to act on behalf of MFTHBA in the transaction from which legal liability arose, which was official MFTHBA business, except in relation to matters as to which he shall have been guilty of negligence or misconduct in respect of the matter in which indemnity is sought. To preserve this right of indemnity, such person shall immediately notify MFTHBA of such actual or threatened litigation, whereupon MFTHBA shall have the right to direct defense thereof, including, but not limited to, selection of counsel, and direction of settlement negotiations, with the privilege of consent to the selection of counsel to be allowed the indemnified which consent will not be unreasonably withheld. Article VII Amendments of Articles Section 1. Amendments of Articles Any amendment, restatement or other alteration of these Restated Articles of Incorporation adopted in accordance with the procedures and other provisions set forth in the Missouri Nonprofit Corporation Act shall thereafter be submitted to the members of the corporation for approval by means of a mail ballot and shall not be effective unless approved by at least two-thirds of the votes cast.