Author: Carl Gates

ARTICLE X – OFFICERS and POSITIONS

Section 1. Officers

Section 1. Officers

The officers of BCHI shall be:

            (a) President; 

            (b) Vice President; 

            (c) Secretary; 

            (d) Treasurer.

            (e) National Directors.

Section 2. Additional Positions Authorized

The Board of Directors may establish and appoint additional positions as necessary to carry out the work of BCHI. Such positions may include, but are not limited to, Public Lands, sawyers, Historian, Communications Coordinator, Membership Coordinator, or other roles deemed appropriate.

Individuals serving in such appointed positions shall not have voting rights at meetings of the Board of Directors or at meetings of the delegates unless they are also duly elected or appointed directors or are duly certified and seated as delegates.

Section 3. Nature of Appointed Positions

    Positions established under this Article are administrative in nature and shall not possess voting authority on the Board of Directors unless expressly provided in these Bylaws.

Section 4. Duties

    The duties of officers and appointed positions shall be defined in the Policies and Procedures adopted by the Board of Directors, consistent with these Bylaws.

Section 5. Eligibility and Good Standing

    All officers and appointed position holders shall be members in good standing of an affiliated chapter of BCHI.

Elected by the State Board of Directors.

Section 6. Terms

Officers shall be elected by the delegates at the Annual Convention.

Each officer shall serve a term of two (2) years.

To ensure continuity of leadership, officers shall be elected on a staggered basis as follows:

            (a) The President and Secretary shall be elected in the same year;

            (b) The Vice President and Treasurer shall be elected in the alternate year.

Terms of office shall begin at the close of the Annual Convention at which elected and shall continue until a successor is elected and qualified, unless earlier removed or resigned.

Section 7. Vacancies

If an officer position becomes vacant before the expiration of the term, the State Board of Directors shall elect a replacement to serve for the remainder of the unexpired term.

An officer may be removed by a two-thirds vote of the Board whenever, in its judgment, the best interests of BCHI would be served thereby, provided the officer has been given notice and opportunity to be heard.

Officers must be Directors in good standing at the time of election and throughout their term of office.

ARTICLE XI – COMMITTEES

Section 1. Functions

Standing committees may include:

    Membership

    Trails

    Education

    Public Lands

    Finance

The Board may create additional committees.

ARTICLE XII – NATIONAL DIRECTORS

Section 1. Status and Authority

The two (2) National Directors shall be members of the State Board of Directors and shall have all rights, duties, and responsibilities of directors under the Idaho Nonprofit Corporation Act.

National Directors shall represent BCHI in its affiliation with the Back Country Horsemen of America and shall act in the best interests of the Corporation in accordance with their fiduciary duties of care, loyalty, and obedience to law.

Section 2. Representation

National Directors shall:

            a. Serve as the official voting representatives of BCHI at national meetings and conventions.

            b. Represent positions adopted by the delegates or State Board of Directors.

            c. Provide regular written and oral reports to the State Board and to the membership at the Annual Convention.

National Directors shall not bind the Corporation beyond authority granted by the Board.

Section 3. Election and Term

National Directors shall be elected by the delegates at the Annual Convention.

Each National Director shall serve a term of two (2) years.

The two (2) National Director positions shall be elected in alternate years to provide continuity.

Terms of office shall commence at the close of the next Annual Convention of the Back Country Horsemen of America (BCHA) following their election and shall continue until a successor is elected and qualified, unless earlier removed or resigned.

No National Director may serve more than two (2) consecutive full terms in the same office.

Section 4. Resignation

A National Director may resign at any time by delivering written notice to the President or Secretary.

The resignation shall be effective upon delivery unless a later effective date is specified.

Section 5. Removal

In accordance with the Idaho Nonprofit Corporation Act:

1)  A National Director elected by the delegates may be removed, with or without cause, by the delegates.

2)  The State Board of Directors may remove a National Director only if the director was elected by the Board to fill a vacancy, unless otherwise permitted by statute.

3)  Removal procedures shall comply with statutory notice and quorum requirements.

Section 6. Vacancies

If a vacancy occurs in the office of National Director before expiration of the term:

1)  The State Board of Directors may fill the vacancy unless these Bylaws reserve that authority to the delegates.

2)  A director elected to fill a vacancy shall serve for the unexpired portion of the term.

Service of more than one-half (½) of a term shall be considered a full term for purposes of term limits.

Section 7. Standard of Conduct

National Directors shall discharge their duties:

In good faith;

With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and

In a manner reasonably believed to be in the best interests of the Corporation.

ARTICLE XIII – FINANCIAL ADMINISTRATION

Section 1. Fiscal Year

The fiscal year of BCHI shall be established by the Board of Directors. (see policy 30)

No change to the fiscal year shall take effect without at least sixty (60) days advance notice and appropriate coordination with financial reporting obligations.

Section 2. Financial Controls

The Board shall establish financial controls, which may include dual authorization for disbursements.

Funds shall be deposited in approved financial institutions.

BCHI may conduct fundraising activities consistent with its purposes and applicable law.

Section 3. Review or Audit

The Board shall cause an annual financial review, audit, or examination appropriate to the size and complexity of the organization.

ARTICLE XIV – REPORTING AND DISCIPLINE

Section 1. Reporting

Chapters must submit annual membership and compliance reports.

Section 2. Due Process

Members or chapters subject to discipline shall receive written notice and opportunity to respond.

ARTICLE XV – INDEMNIFICATION

Section 1. Right of Indemnification

The Association shall indemnify any person who is or was a Director, Officer, Committee Member, or authorized volunteer of the Association against liability incurred in connection with any proceeding arising from actions taken in good faith on behalf of the Association, to the fullest extent permitted under the Idaho Nonprofit Corporation Act.

Section 2. Scope of Indemnification

Indemnification may include reasonable expenses, including attorney fees, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with a proceeding, provided the individual acted:

1.   in good faith, and

2.   in a manner reasonably believed to be in the best interests of the Association.

Indemnification shall not apply to acts involving:

    willful misconduct

    fraud

    criminal acts

    actions taken for personal benefit at the expense of the Association.

Section 3. Advancement of Expenses

Expenses incurred by a Director, Officer, Committee Member, or authorized volunteer in defending a proceeding may be advanced by the Association prior to final disposition of the proceeding, provided the individual agrees to repay such advances if it is ultimately determined that they are not entitled to indemnification.

Section 4. Insurance

The Association may purchase and maintain insurance on behalf of any person who is or was a Director, Officer, Committee Member, or authorized volunteer against liability asserted against them in such capacity, whether or not the Association would have the power to indemnify them under this Article.

Section 5. Non-Exclusivity

The rights of indemnification provided in this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under law, agreement, vote of the Board of Directors, or otherwise.

ARTICLE XVI – EMERGENCY AUTHORITY

The President, with concurrence of a majority of the President, Vice-President, Secretary, and Treasurer, may declare an emergency.

During an emergency:

    Meetings may be conducted electronically

    Necessary temporary actions may be taken

    Financial commitments are allowed until the next Board meeting

Emergency authority shall be temporary and limited to actions reasonably necessary to address the emergency.

All actions taken under emergency authority must be ratified by a two-thirds (2/3) vote of the State Board of Directors at the next regular or special Board meeting.

Emergency authority shall automatically expire upon ratification, formal termination by the Board, or when emergency conditions no longer exist.

Emergency authority shall not permit amendment of Bylaws, alteration of delegate representation, or incurrence of financial obligations exceeding thresholds established by Board policy.

ARTICLE XVII – ORGANIZATIONAL TIME FRAMES

Fiscal Year, Membership Year, Officer Terms, and Reporting Cycle shall be established by the Board of Directors.

ARTICLE XVIII – AMENDMENTS

Section 1. Authority to Amend

These Bylaws may be amended by the members acting through duly certified delegates, except as otherwise provided in these Bylaws. The Board of Directors may adopt administrative amendments as provided in Section 4 of this Article.

Section 2. Amendments by Delegates

The members, acting through duly certified delegates, may amend or repeal these Bylaws or adopt new Bylaws at any Annual Convention or authorized membership meeting, provided that notice of the proposed amendment is given in accordance with these Bylaws.

Section 3. Vote Required

Unless a greater vote is required by law or by these Bylaws, adoption of an amendment shall require a two-thirds (2/3) vote of the duly certified delegates present and voting at a meeting at which a quorum is present.

Section 4. Administrative Amendments by the Board

The Board of Directors may adopt amendments to these Bylaws without member approval limited to correcting typographical errors, formatting, numbering, cross-references, or other non-substantive matters, provided that such amendments do not alter the meaning, intent, or effect of any provision or the rights of members.

Section 5. Notice of Proposed Amendments

Notice of any meeting at which a bylaw amendment is to be considered shall include a description of the proposed amendment or its general nature, in accordance with the notice requirements of these Bylaws.

Proposed amendments to these Bylaws shall be submitted, reviewed, and distributed in accordance with policies adopted by the Board of Directors.

Written notice of any proposed bylaw amendment shall be provided to delegates not less than fourteen (14) days prior to the meeting at which the amendment will be considered.

Such notice shall include either the full text of the proposed amendment or a summary of its substance sufficient to inform delegates of its purpose and effect.

No bylaw amendment shall be adopted unless the notice requirements of this Section have been satisfied.

Section 5.1 Board Review Prior to Convention

The Board of Directors may review proposed amendments prior to presentation at the Convention and may make revisions for clarity, formatting, grammar, or consistency, provided such revisions do not alter the substance or intent of the proposed amendment.

Section 5.2. Waiver of Notice (Limited Exception)

An amendment not properly noticed as required by this Article may be considered only upon a two-thirds (2/3) vote of the duly certified delegates present and voting to suspend the notice requirement.

No amendment affecting voting rights, delegate representation, quorum, or fundamental governance structure may be considered under a waiver of notice.

Section 6. Record of Amendments

All amendments shall be incorporated into the official Bylaws without delay. The Secretary shall maintain a current version of the Bylaws and a record of all amendments, including their effective dates.

ARTICLE XIX – Chapter Bylaws Requirements

Section 1 – Adoption

Each chapter of Back Country Horsemen of Idaho (BCHI) shall adopt bylaws consistent with the BCHI State Bylaws and Rules of Order. No chapter bylaws may conflict with state or national bylaws.

Section 2 – Minimum Required Provisions

Chapter bylaws shall, at a minimum, include provisions addressing the following:

a) Name and Purpose –

The chapter’s official name and a statement of purpose consistent with BCHI’s charitable, educational, and equestrian objectives.

b) Membership –

Classification of membership (e.g., Individual, Family, Non-Affiliated), eligibility requirements, rights, and privileges, including voting and eligibility to hold office.

c) Officers and Governance –

Required officer positions, duties, term lengths, eligibility, and election procedures.

d) Meetings –

Schedule of regular meetings, notice requirements, and quorum necessary for conducting chapter business.

e) Committees –

Authority to establish committees, appointment of chairs, and committee responsibilities.

f) Amendments –

Procedure for amending chapter bylaws, ensuring amendments do not conflict with state or national bylaws.

g) Dissolution –

Procedure for dissolution of the chapter and disposition of assets, which shall be consistent with BCHI policies and nonprofit requirements.

h) Fiscal Year –

Definition of the chapter’s fiscal year, aligned with BCHI policy.

i) Other Provisions –

Any other provisions required by BCHI Rules of Order or state and federal law.

Section 3 – State Oversight

The BCHI State Board shall review chapter bylaws upon initial adoption and whenever amended to ensure compliance with state and national bylaws. Non-compliant bylaws must be corrected within a time frame determined by the State Board.