Falabella International Preservation Association
Articles of Organization
(approved 02/22/2011)

FIPA MISSION STATEMENT

The Falabella International Preservation Association will bring together the common interests of Falabella horse enthusiasts around the world who share the desire to preserve the PURE Argentine-line Falabella horse. Our primary goal is to encourage the production, promotion and preservation of Pure Bred Falabella Horses who can trace their ancestry back to the Argentine Falabella farms -- maintaining the integrity of the breed through DNA testing and the careful selection of Falabella breeding horses who are certified as “pure” according to FMHA (Falabella Miniature Horse Association) guidelines, and those of other FIPA recognized international Registries.

Purpose of the Falabella International Preservation Association

Members of this group will foster growth and membership in the Falabella International Preservation Association through promotion, recognition, advertisement and publicity of registered Pure Falabella Horses.

FIPA will offer a place for its members to come together without prejudice, to promote and preserve the Falabella Miniature Horse breed and to discuss the interests and issues unique to these special horses.

To promote the concept of the added value of registered Argentine-line Falabella, verified through DNA testing and registration in the FMHA, ACCF and other FIPA recognized international registries.

To promote the concept that member farms are where to look for quality registered pure Falabella horses.

To promote, through our breed registries, judging practices in the show ring which give the Falabella horses equal consideration with all miniature horses.

To utilize membership numbers to reduce advertising costs for all members.

MEMBERSHIP

Membership is open to any person interested in pure Falabella horses.

Membership applications from potential members will be received by the Board of Directors directly from the FIPA Website if completed electronically. If a potential member mails an application, the person receiving the "application paper" will send the information on to members of the Board to notify everyone so the Treasurer can be "looking" for the dues payment.

The FIPA Treasurer will additionally provide confirmation that a check or Paypal has been received for membership dues, by posting this information to members of the Board. The date the money is received, is the date of membership.

The FIPA Membership Director will send a welcome letter to the new member. Additionally, the new member will be added to the FIPA Membership Banner listing and on the Forum with full membership privileges by the Webmaster.

If a membership application is received from a prior member, or an applicant who has been denied membership in the past, it will be posted for review by the Board of Directors. This special Membership will be approved or disapproved by a majority vote of the Board within 2 days of posting via email or in a Special Board Meeting called for this purpose.

If membership is not approved, the Board of Directors will jointly issue a letter to the potential member, notifying them of their non-acceptance into FIPA. This letter will provide no additional information other than membership was not approved.

Some reasons for disapproval may include, but are not limited to:

1. known unsatisfactory business practices,
2. suspension from FMHA, AMHA, AMHR or other accepted Falabella Registries.

No Board Member will discuss the Board's decision with any denied applicant. If questions are raised by the denied member, the Board will meet to appropriately define next steps to the denied applicant.

FEES

Membership fees are currently $25.00 annually, per farm/single membership and Sponsorship is $100 annually. These fees are used to cover the expenses of promoting the club mission, and general club expenses relating to web costs, club promotion, etc.

The Membership term is one year. Membership renewal payments are due by the anniversary of the date joined. To prevent a lapse in advertising privileges, advertising members will have to renew their membership prior to or at the time ad payments are collected.

Fees are payable to the Treasurer and may be paid by personal check or via the FIPA PayPal account. The fee for using PayPal is currently 3% + $0.30 per transaction, so the following applies: Single membership = $ 25.00 check or $ 26.05 PayPal *** Sponsor membership = $100.00 check or $103.30 PayPal.

Membership fees may be increased according to Club needs on an annual basis by a majority vote of members in good standing

Fees associated with Paypal or any other similar service may be adjusted when necessary by a majority vote of board.

The FIPA Secretary will send out renewal notices to FIPA members during the month preceding the renewal period.

The FIPA Club offers a 30 day grace period for membership dues. If the membership renewal is sent out, and the renewal payment is not received by due date a written membership renewal or a phone call will be made within the 30 days grace period, to ensure each member has received proper notification of the renewal fee due, and to determine their intent to renew.

Failure to pay by the due date, including the grace period will result in suspension and (if applicable) loss of charter status. Additionally, if a member who was suspended for lack of payment decides to rejoin and submits prior balance and new membership fee the charter status will NOT be reinstated.

MEMBERSHIP PRIVILEGES

Members in good standing are granted the right to vote in any and all FIPA activities calling for a membership vote. These activities shall include, but are not limited to: election of officers, amendments to the bylaws, polls, or any issue the Board of Directors deem necessary. All membership types are considered equal and each person is granted 1 vote in above said activities.

Any FIPA Member in good standing is encouraged to volunteer and participate as a Committee member, and/or volunteer to be Chairperson on FIPA committees.

Any member in good standing has the right and privilege to participate in FIPA advertising, including but not limited to the AMHA, AMHR magazines. Fees associated with said advertising are not included in the membership dues, and are to be paid according to advertising due dates and advertising rates. Failure to pay said fees in a timely manner can revoke the right and privilege to participate in advertising. (See Advertising for further clarification.

FIPA ORGANIZATIONAL STRUCTURE

The following job descriptions in this section have been written by the Board of Directors of the Falabella International Preservation Association. All revisions made have been posted on the FIPA Forum for Membership voting, and upon approval, following the guidelines established in these Articles of Organization, they have been added to the Articles of Organization, with their appropriate revision date.

FIPA BOARD OF DIRECTORS

FIPA shall be managed by the complete Board of Directors which shall have all the powers, duties, and authority permitted by the articles of FIPA, bylaws and rules, and any applicable law. The Board is responsible for managing the affairs and assets of the Falabella International Preservation Association. The design of the FIPA Board is to have an odd number of members, thereby excluding the opportunity for a deadlock in voting. The President does not vote except to break a tie. The FIPA Board consists of the following 7 member positions:

President
Vice President
Secretary
Treasurer
Membership Director
Promotional Director
Webmaster
And Regional Directors from the Membership

Any Board Member who does not take part in the management of the Club for a period of three (3) consecutive months will automatically cease to be a member of the Board.

Order of business at all meetings will generally follow the current edition of Robert's Rules of Order unless specified differently in the articles of bylaws and rules of FIPA.

PRESIDENT - BOARD OFFICER (ELECTED):

Keep the club going in the direction of promoting the Pure Falabella Horse and the incorporation of the same to all Miniature horse types.

Ensure that the Articles of FIPA Organization are followed during all processes and meetings of the Board.

Coordinate with all Board Members of the Club, to ensure the organizational leaders are working as a team for the membership

State date and time of regular monthly meetings, and call special meetings as appropriate.

Ensure the Membership has access to posted Board minutes and posted Treasurer's reports, being ready to answer any membership questions, in coordination with the appropriate Board Member.

Organize and preside over all meetings.

Vote on FIPA Board decisions only to break a tie in the voting.

Appoint members of standing to open committees and Director positions, per the Articles of Organization.

Coordinate with other Board Members in posting a "new member" welcome on the forum upon verification of dues payment from the Treasurer.

Perform any other functions the Board deems necessary.

Perform all duties in a timely and professional fashion.

Act as Administrator on the FIPA Forum, and watch for post/posters that are not suitable for the forum, editing as necessary.

VICE PRESIDENT - BOARD OFFICER (ELECTED):

Preside at meetings in absence of the President.

Will be a member of all Committees and liaison to the Board for a final vote if required.

Maintain Committee names and members listings on the Forum, with contact information for Committee Chairs.

Summarize transcripts of the Committee meetings, for approval and posting in the appropriate area

Post President's committee nominations and/or Board nominations and appointments appropriately for the membership.

Act as Administrator on the FIPA Forum, and watch for post/posters that are not suitable for the forum, editing as necessary

Coordinate with other Board Members in posting a "new member" welcome on the forum upon verification of dues payment from the Treasurer.

Perform any other functions the Board deems necessary.

Perform all duties in a timely and professional manner.

SECRETARY - BOARD OFFICER (ELECTED):

Coordinate with other Board Members in posting a "new member" welcome on the forum upon verification of dues payment from the Treasurer.

Coordinate with the Treasurer and Promotional Director to archive the club’s advertising cost history provided by Treasurer.

Maintain a historical archive, in both electronic and hardcopy form, of any and all minutes of meetings of the Board as provided by the Secretary of FIPA.

Send out membership payment and/or renewal reminders in coordination with the Treasurer. Post nominations for officers and setup and monitor polling/voting.

Announce the results of the elections on the FIPA Forum and maintain a record of the same

Perform any other functions the Board of Directors deem necessary.

Maintain the official roster of all members.

Take minutes of the Board meetings.

Act as Moderator on FIPA Forum.

Perform all duties in a timely and professional manner.

TREASURER - BOARD OFFICER (ELECTED):

Receive applications from new members and ensure notification to Board of Directors about a new person seeking Membership.

Track membership and coordinate with Secretary in the collection of dues. Maintain an itemized listing of pre-paid dues and membership fees

Coordinate with Secretary and Membership Director for the confirmation of membership fees paid, and for posting a "new member welcome” on the forum, mark each farm paid when money is received for memberships on a central and coordinated membership forum listing.

Coordinate with the Promotional Director in the collection and reporting of advertising fees collected and disbursed, maintaining a visual listing of those farms advertising, and showing payment status.

Make bank deposits.

Send out membership payment and renewal reminders in coordination with the Secretary.

Collect and submit bills for approval to the Board. Pay all bills approved within 24 hours of their approval.

Maintain accurate financials for FIPA, providing a written Treasurers report for each Board Meetings. A Treasurer's report should include the ending balance from the last meeting, all expenses paid out that during the month with a total, all money coming in during the month with a total and the "New" ending balance for the month. This is to be done in writing each month for each meeting.

Answer member question about payments.

Prepare Financial Books for yearly outside review, and tax preparation if required.

Perform any other functions the Board of Directors deem necessary.

Act as Moderator on FIPA Forum.

Perform all duties in a timely and professional manner.

MEMBERSHIP DIRECTOR - Board Member (Appointed):

Coordinate with the Treasurer and Secretary, upon receipt of information of a new member joining FIPA, send a Welcoming letter to the new members, and a FIPA General Pamphlet, plus Program pamphlet's for special FIPA programs, and announce them on the forum.

Aid new members in getting their banner information to the Promotional Director, explaining the coordination process for the posting of the information.

Let new members know they will receive their login name and password to the forum, and encourage them to participate on the forum.

Peruse/scout magazines, other forums and websites etc. for Falabella breeders and issue invitations to join our club.

Perform Liaison functions with the various miniature horse clubs as the Board deems appropriate.

Perform any other functions the Board deems necessary.

Act as Moderator on FIPA Forum.

Perform all duties in a timely and professional manner.

PROMOTIONAL DIRECTOR - Board Member (Appointed):
Many of these functions will be in coordination with the FIPA Webmaster who will update and make structural/functional changes to the website based on the Club’s decisions.

(below revision approved 09/04/2011)
Seek out advertising opportunities for FIPA in magazines and other media sites, working with the Board to help get FIPA and its members out in the public eye. Help work to prepare ads, working with designated Board members to prepare magazine ads for FIPA member participation.
(end of revision)

Answer emails regarding advertising, web posting, forum problems, photo gallery problems, etc.

Coordinate with other Board Members in posting a "new member" welcome on the forum upon verification of dues payment from the Treasurer.

Add new members to member's user area so they can participate in the polls and members only features of forum.

Monitor to keep the website updated.

Help keep the forum updated.

Help keep the membership page updated.

Look for ways to improve the website and get the word of the Falabella International Preservation Association spread.

Help members with their avatars and assist in helping to design banners for the website if necessary for members.

As one of the moderators, watch for post/posters that are not suitable for the forum.

Post articles/pictures from members on to the appropriate part of the site or forum.

Post accomplishments of Falabella horses and their owners.

Add amendments to the by-laws as approved.

Perform any other functions the Board deems necessary.

Set up / assist in setting up a photo gallery and/or for sale gallery for new members.

Perform all duties in a timely and professional manner.

WEBMASTER - Board Member (Appointed):

Keep the website updated.

Keep the forum updated.

Keep the membership page updated.

Add amendments to the by-laws as approved.

Perform all duties in a timely and professional manner.

Advise members of options for obtaining advertising banners by recommending graphic designers.

Is invited to all Board meetings as a seated Director, however is not required to participate in Board meetings unless notified that the website/forum or other computer work will be a topic of discussion.

PROPORTIONAL REPRESENTATION
(below added and approved 4/19/2011)

The FIPA Board recognizes that Registries around the world allow for representation of their registry program from around the world. Likewise, FIPA seeks to have Regional Directors from around the world to assist in the expansion of the FIPA group, promoting and preserving the Pure Falabella Breed of horses.

To that end, FIPA has identified 4 Regional Directors for the United States, 2 Regional Directors for Canada and 1 Regional Director from each country participating in the FIPA group.

The number of Regional Directors will be established by the Board of Directors based on participation in FIPA from around the world.

Regional Directors are appointed by the Board of Directors and shall reside in the region which he/she represents. -- and shall at all times during their term be a Regular Member of FIPA.

Regions established by the FIPA Board of Directors:

• United States (view map) - Will include Regions 1 through 4
• Canada (view map) - Will include Regions 5 and 6
• Internationally: Each country is a separate Region with it own Director. Additional Regional Directors may be appointed if necessary due to a large geographic area or the absence of a Director in a region.

Regional Directors will be appointed to office for a term of three (3) years, and shall serve no more than six (6) consecutive years as a Regional Director, unless there are insufficient candidates to fill available Board positions from a given region.

Regional Directors must speak, write and read English as well as the language of their country of residence.

Any Regional Director who does not take part in the management of the Club for a period of three (3) consecutive months will automatically cease to be a member of the Board. FIPA acknowledges that our International Regional Directors are in various time zones, and participation in “on-line” meetings may not always be a mean of “viable” participation.

Therefore, International Regional Directors shall be exempt from the 3 consecutive months participation for “on-line” meetings, however if the International Regional Director fails to participate in on-going Board communications during the same time frame he/she will cease to be a member of the Board.

REGIONAL DIRECTOR - Board Member (Appointed):

Coordinate with the Membership Director and Secretary, upon receipt of information of a new member joining FIPA from the designated Region, send a Welcoming letter to the new members, and a FIPA General Pamphlet, plus Program pamphlet's for special FIPA programs, and announce them on the forum.

Distribute information from FIPA to their regional constituents. Submit a report of all actions and activities in their region: including list of information including shows, promotional activities, membership statistics and other information relevant to their constituents and FIPA.

Assist their constituents as needed with the completion of FIPA forms, reports, articles and photos to be included in magazine or other publications, and other information.

Aid new members in getting their banner information to the Webmaster and Promotional Director, explaining the coordination process for the posting of the information, and let new members know they will receive their login name and password to the forum, and encourage them to participate on the forum.

Peruse/scout magazines, other forums and websites etc. for Falabella breeders and issue invitations to join our club. Perform Liaison functions with the various Falabella breeders and owners and horse clubs that include Falabella owners/breeders in their membership.

Perform any other functions the Board deems necessary.

Perform all duties in a timely and professional manner.

FIPA BOARD MEETING QUORUM

In order for any Board Meeting to conduct business, a "quorum" must be present.
A "QUORUM" consists of the following Board member categories:

1. The President or Vice President (presiding over the meeting and only voting to break a deadlock)
2. The Vice President or Secretary or Treasurer
3. The Membership Director or Promotional Director or Webmaster Director
4. Regional Directors

Each of the 4 categories must be represented with a minimum of 5 board members being present for the purpose of conducting business for FIPA.

GOVERNING RULES FOR HOLDING POSITIONS IN FIPA

No one person may hold more than one Club management position. Each person has an area of responsibility, yet does have a requirement to coordinate with other positions, i.e. check with treasurer for payments, etc

The President shall preside over all Meetings of the Club. He/She shall act as Chief Operations Officer of the Club. See Job Description.

The Vice President shall have the power and exercise the duties of the President in case of the President’s absence and have other powers and perform such other duties as may be prescribed for him/her by the Board of Directors. See Job Description.

The Secretary shall keep accurate minutes of all meetings of the Club and send a post a brief summary each month to the Forum. He/She shall keep an accurate record of all Members on file and check periodically with the Membership Director. This position will also maintain the historical documents for the Association, and said historical documents will be passed on to the new Secretary as appropriate. See Job Description

The Treasurer, being subject to the Board of Directors, shall collect and receive all money due or received by the Club and receipt whereof. He/She shall deposit same immediately in the bank designated by the General Board of Directors. Payment of other bills shall be dispersed as ordered by the Board of Directors requiring receipt of proper invoices for such disbursements.

The financial books of FIPA shall at all times be open for inspection and the Treasurer shall report to the Club the condition of them at each meeting and submit a written treasurer’s report to the Board. At the discretion of the Board of Directors an audit of the account by a Committee appointed by the Board may be called for. Additionally, the Treasurer shall be responsible for the timely filing of the Club’s tax return (if applicable) for the period of the Treasurer’s term. See Job Description.

TERMS OF OFFICE

President: 2 years, Vice-President: 2 years, Secretary: 2 years, and Treasurer: 4 years.
Officers may serve for no more than two consecutive terms unless no other canditates applyfor the position. Officers will be elected as needed and in cases of resignation, with normal nominating and voting procedures by members in good standing.

The President is elected by the Board of Directors following accepted voting measures, and will hold a term of 2 years. All other positions will be voted on by the membership in an open vote held on the website, or by a mailed in vote.

The term of office for any officer will be staggered, thereby never leaving FIPA with the possibility of seating an entire new set of Officers.

ADVERTISING

The Board of Directors does not assume financial responsibility for any costs incurred by members without a vote and prior approval of the Board of Directors

Additional advertising costs are not included in basic membership.

Advertising ad fees are based on the number of members participating. The amount will be posted on the message board/mass e-mails or any other form of communication deemed necessary and appropriate to reach all members and payments are to be made to the Treasurer or as indicated in communication.

Members are NOT required to support any particular medium of advertising. If payment is not received before deadline for any particular ad, regardless of medium, your ad will not be published in that issue.

If any member is delinquent in making payment for the advertising in question, especially if not a first occurrence, that causes delays in submitting advertising, loss of funds for FIPA, due to having ad redone etc. that member shall be reviewed for inclusion in any further advertising and asked to reimburse the Club for any extra expenditures it may have had to absorb due to the member delay.

Termination of membership will not result in a refund!

PHOTOS:

Photos in advertising will be allowed according to space and costs and will be rotated in turn beginning with charter members. (Please identify all photos with horse's registry, official name in each registry, age, and the sex)

Photos for Club use must be approved by the Promotional Director. Photos can be pasture photos, show photos or professional photos, but must be good representations of our mission and goal to be accepted for use in Club literature and ads.

Pictures of horses to be used in any advertising venue are either owned by member's farm or have been produced by the member farm and have the member farm's name with written permission of current owner provided.

USE OF THE PHOTO GALLERY- Rules will be posted on the forum.

EXPENDITURES

All expenses to be charged to the club must be voted on by the majority of the club members in good standing at the time of voting. By consensus of the Board of Directors, FIPA may spend up to $150.00 without going to a vote of the membership. In the event a majority of the paid club members in good standing do not act to vote, the Executive Board may make the final decision on expenditures.

The Board of Directors may approve payment for all ads that exceed this amount in which members have paid their share to be advertised in, including the cost of designing the magazine advertisements. Members submitting costs for reimbursement must meet the guideline that the costs must be related to the betterment of the club.

All reimbursement requests must be submitted to the Treasurer, who will bring it to the attention of the Board of Directors. All reimbursement requests and/or submission of expenses must have the actual receipt when submitted, no hand written messages of what was spent.

A receipt must have the following in order to be considered for reimbursement:

1. Name of Vendor/Merchant
2. Address of Vendor/Merchant
3. Date of Purchase
4. Item purchased or service provided
5. Cost of item
6. If Sales tax, the amount on the receipt
7. Purpose of the expense
8. Who initiated the expense - who spent the money
9. Who approved the expense
10. The name and address of the person being reimbursed

Should there be urgency for the reimbursement, a Special Meeting may be called for Board approval of such a reimbursement. If there is no urgency, the reimbursement will be brought to the Board's attention and approval, at their next, regularly scheduled meeting.

Payments, unless otherwise noted, shall be via our bank's online bill payment program, with checks that are sent out on the 5th business day after they are processed with payment authorization.

The Board of Directors does not assume financial responsibility for any costs incurred by members without a vote and prior approval of the Board of Directors.

ELECTIONS

Should it be determined that the Club is in a crisis situation, as determined by vote by the Executive Board, the President can declare an emergency. The full Board of directors then has the power to appoint a (position)-protem to either serve out the remaining term or until an election can be held, the time frame to be determined by the full Board.

When the Board fills an empty position, determining that the position is being filled as an "interim" position, regular elections are held at the expected time to coordinate with the termination of the office that had been vacated. The member selected and appointed by the Board to fill the Interim position, will be included in the selection of nominees.

If the Board "appointed nominee" is elected, then their term of office begins with their interim appointment date. This allows for continued staggering of positions, never leaving FIPA with the possibility of seating an entire new set of Officers.

Any member in good standing, having been a member for a period of one (1) year, may seek an Officer position. Nominations may be posted either on the open forum, and/or sent to the Secretary.

Nominations for individuals to fill the soon to be vacated office(s) will be performed for a period of 15 days, beginning 60 days from the expiration date of the Officer's term.

The final list of Nominees will be posted by the office of the Secretary, 45 days prior to the expiration date of the Officer's term.

Open voting, by members in good standing, will be on the open forum via a poll set up for that purpose.

Upon election, the incumbent Officer will transition their office and duties to the newly elected Officer. However, special elections may be held as directed by the Board of Directors to help fill unexpected vacancies.

VOTING

FIPA has set the minimum number of membership votes needed to be considered a "Majority" vote, to be a minimum of 2/3 of the membership in good standing at the time a vote is taken.

In cases where less than 2/3 of the membership participates in a vote, the Board is given the right to call for a "re-vote" on the issue or make their best decision based on those votes cast.

Voting may be done by "poll" on the forum, an offsite voting/polling program, by paper ballot or email. The type of voting will be determined at the discretion of the Executive Board.

Any FIPA member in good standing may present an issue, asking that a vote be taken to consider the direction the club should take.

1. The issue must be presented in written format to the Board.
2. Should the Board decide there is a valid issue for the club, it will be presented for discussion and a determination for the need for a vote to resolve the issue.
3. Should a vote be determined necessary, the above voting rules will be followed.

AMENDMENTS

FIPA may choose to amend its Articles of Organization at any time by posting amended terms to our site after discussion and appropriate Board voting procedures are followed. This will be done to ensure that the full Board has reviewed and had time to agree in the direction they are proposing the club to take.

The full membership shall have 15 days to make comments on the changes, with their suggestions for revision. At the end of the 15 day revision period, the revisions will be posted for a full Membership vote. All amended terms become effective 30 days after full membership voting.

PENALTIES

Members of FIPA are expected to maintain fair business practices in the marketplace. Additionally, if the Board of Directors of the Falabella International Preservation Association finds that any person has failed to comply with any of the Club's Bylaws or has been guilty of any misconduct or misrepresentation which in any manner involved the purpose or good name of the Club, and should a report of Misconduct be made against an FIPA member, the Board of Directors is empowered to take actions to ensure the Club reputation is not in anyway tarnished by the member's association with FIPA.

Any FIPA member may file a complaint of misconduct against another member of FIPA-whether that member be a general member, a Director or an Executive Board member--by notifying the President of FIPA in writing. If the complaint is against the President, the notification should be made to the Vice President.

Such notification must be made in writing, providing a statement specifying the alleged acts of misconduct, giving as much detail as possible and providing specifics of the act. Additional documentation regarding "proof" of misconduct should be attached, if appropriate.

In the case of a General Member:

The Executive Board will review the documentation provided, making a decision as to the validity of the complaint. Should the complaint be found to be "ungrounded", the Board of Directors will contact the complainant with their decision.

Should the complaint be determined to have validity, the Executive Board will notify the party accused of the complaint, furnishing them with the statement of allegations and requiring a written response within 15 days of notification. Based on the findings and recommendations of the Executive Board, and based on a Board majority vote, the member may be cleared of said accusation, may be censured for a period of time, and/or expelled from the Club.

In the case of a Director or Executive Board member:

Concurrently with notification to the accused Executive Board member or Director, the remaining Executive Board will convene an Ethics and Hearing Committee, choosing a minimum of 4 general members to join with the Vice President (if the complaint is against the President or a Director) or either the Secretary or Treasurer (determined by the President--if the complaint is against the Vice President) to proceed with "fact finding". The Ethics and Hearing Committee shall gather information from both parties, investigating as required those accusations which may allow for fact finding outside FIPA. The Ethics and Hearing Committee shall review the case, and shall compile a report with their findings and recommendations for the Executive Board.

Final review and decision against the standing Board member will be decided by the remaining members of the Executive Board after discussion with the Board of Directors, by a majority vote of the Executive Board. Based on the findings and recommendations of the remaining Executive Board, the Board Member or Director may be cleared of said accusation, may be censured for a period of time, and/or expelled from the Club.

Decisions made by the Executive Board will be considered final.

RESTORATION OF MEMBERSHIP PRIVILEGES

The Executive Board may restore the status of "member in good standing" to any person previously deprived of the privileges of the membership by reason of expulsion or suspension, based on a full Board vote.

DISSOLUTION

In the event this Club votes to dissolve, by a 2/3 majority vote of the members in good standing, voting via polls and/or mass emails to the Secretary, all assets, either financial or fixed, shall be equally divided first between FMHA, AMHA and AMHR Falabella programs if they exist and if they DO NOT exist at such time as dissolution is deemed appropriate, all assets will be divided equally between FMHA, AMHA and AMHR member YOUTH programs. All disbursements to be handled by the Secretary and Treasurer in coordination, with documentation provided to each member in good standing.