IDEA By-Laws

Article I – Name -----------------------------------------

The name of this corporation shall be the Idaho Dressage and Eventing Association, Inc. The initials IDEA, Inc. identify us. The Idaho Dressage & Eventing Association is a non-profit educational organization. The Association is tax-exempt under Section 501I(4) of the Internal Revenue Code. IDEA is a Group Member Organization (GMO) of the United States Dressage Federation, Inc. (USDF).

Article II – Purpose --------------------------------------

Section l. The purpose of the Idaho Dressage and Eventing Association, Inc., shall be to foster an interest in dressage and eventing and encourage members in the interest of furthering education, competition, and general interest in the sport of dressage and eventing. Dressage (training and schooling), as an equitation term, means the gradual harmonious development of the horse’s physical and mental condition with the aim being to achieve both the improvement of its natural gaits and a perfect understanding with its rider. Eventing develops the horse in the areas of cross-country work and stadium jumping as well as dressage. (revised 11/07)

Section 2. The program of the IDEA, Inc. shall be educational and shall be designed primarily to offer a framework in which individuals can progress with the schooling of themselves and their horses. Activities shall be directed toward a better understanding of dressage and eventing. To further this goal, the IDEA, Inc. will work closely with other local, regional and national organizations.

Article III – Directors -------------------------------------

Section l. The corporate power to conduct the business and manage the property of the corporation shall be vested in a Board of Directors, each of whom shall be a member in good standing of the corporation.

Section 2. The Board of Directors of this corporation shall consist of at least 8 members. There shall be two (2) Directors from each Local Chapter, who shall be the duly elected Chairman or his appointed representative of said chapter, and the remaining Directors-At-Large shall be elected from the general membership.

Section 3. If more than four (4) Chapters apply for recognition by the corporation the number of directors shall be increased to include four (4) Directors-At-Large in addition to the Chapter Chairman Directors.

Section 4. The initial Board of Directors shall serve until the first Annual Business Meeting, at which time four (4) Directors-At-Large shall be elected. Directors-At-Large shall be elected to serve a two (2) year term. Two (2) Directors shall be nominated in even years and two (2) Directors shall be nominated in odd years to serve for the upcoming year’s term.

Section 5. Nominations shall be solicited by mail and from the floor at the Annual Business Meeting. In both cases, consent of the nominee must be obtained in writing prior to the election.

Section 6. No Director shall serve more than two (2) consecutive terms in the office to which he was elected by the membership.

Section 7. The Annual Meeting of the Board of Directors of this corporation shall be held immediately preceding the Annual Business Meeting and a written notice of such meeting shall be sent to each Director at least ten (10) days before the date of said meeting.

Section 8. Special Meetings of the Board of Directors may be called by the President at any time upon ten (10) days written notice to each Director.

Section 9. A majority vote of the Directors present at any meeting of the Board of Directors shall be necessary to decide upon any question that may come before the meeting pertaining to the welfare of the corporation, provided that a quorum of the Directors is present. A majority of the Directors shall constitute a quorum.

Section 10. The Board of Directors is subject to the orders of the corporation and none of its acts shall conflict with the actions taken by the corporation.

Section 11. Whenever any vacancy shall occur in the office of Director, by death, resignation or otherwise, it shall be filled by appointment by the Board of Directors, and for that purpose a majority of the remaining members of the Board of Directors is a quorum, and the person so appointed shall hold office for the unexpired term until his successor is elected.

Article IV – Duties of Directors ---------------------------------

Section l. Immediately after the elections at the Annual Business Meeting, it shall be the duty of the Board of Directors to elect the following officers: President, First Vice-President, Second Vice-President, Secretary and Treasurer.

Section 2. The Board of Directors shall have the power to sell, transfer or otherwise dispose of the Corporation’s Certificates of Membership in any manner not inconsistent with the laws of the State of Idaho.

Section 3. The Board of Directors shall issue Certificates of Membership in such manner and under such restrictions and for such purposes as they deem best, provided that they are not inconsistent with the laws of the State of Idaho.

Section 4. The Board of Directors shall have the power first to elect, and to remove at pleasure all officers, agents and employees of the corporation, to prescribe such duties for them as may not be inconsistent with the laws of the State of Idaho, and to fix their compensation and alter some from time to time and, if deemed advisable, to require a good and sufficient corporation surety bond for the faithful performance of duties.

Section 5. The Board of Directors shall conduct all business of the corporation between meetings of the membership, and expend those funds deemed necessary to carry on the activities of the corporation.

Article V – Officers -----------------------------------------

Section l. The Officers of this corporation, all of whom shall be Directors, shall be President, First Vice-President, Second Vice-President, Secretary and Treasurer, all elected by the Board of Directors.

Section 2. One person may hold any two (2) offices of Vice-President, Secretary or Treasurer.

Section 3. These officers shall be elected by the Board of Directors to serve for one (1) year or until their successors are elected, and their term of office shall begin at the close of the Annual Business Meeting at which they are elected.

Section 4. These officers shall perform the duties prescribed by these By-Laws and by the parliamentary authority adopted by the corporation.

Article VI – Duties of Officers ----------------------------

Section 1. The President shall prepare agendas for and preside over all meetings of the corporation, and of the Board of Directors, and shall conduct business of the corporation in accordance with the By-Laws, other rules and regulations of the corporation. The President shall have the power to appoint all committee chairmen and shall act as representative of the corporation.

Section 2. The First Vice-President/Historian shall perform the duties of the President in the absence of the President. This Vice-President shall work closely with local chapters to coordinate local activities of the corporation, and shall maintain a scrapbook and file of all important publications of the corporation.

Section 3. The Second Vice-President/Competition Chairman shall register riders and horses for annual awards and compile standings.

Section 4. The Secretary shall attend to all correspondence of the corporation and shall read communications at meetings of the corporation. He shall prepare all mail ballots.

Section 5. The Treasurer shall handle all funds and issue receipts and submit a financial report at each meeting. He shall maintain a roster of all members. Checks must be signed by either the President or the Treasurer.

Section 6. Each officer, at the expiration of his term of office or in the case of resignation, shall transfer all records pertaining to his office to the succeeding officer within two (2) weeks.

Article VII – Membership ----------------------------------

Section l. There shall be two (2) classes of membership: Active Members and Family Members.

Section 2. Active Members shall consist of all persons with an active interest in the purpose of the corporation as described in Article II and who have paid their annual dues and assessments.

Section 3. Family members are Active Members who belong to the same family living at one address.

Section 4. All Active Members in good standing shall be entitled to one (1) vote each and shall be eligible to hold office in the corporation.

Section 5. Each member shall pay annual dues to this corporation in the amount as set by the corporation, and all such dues collected shall be turned over to the treasurer to be added to the funds of this corporation.

Section 6. The Annual Dues shall be payable in advance on or before December 1st of each year without incurring a late fee. Those whose dues are not paid by such date will be subject to a late fee as determined by the corporation. Those whose dues are not paid within fifteen (15) days thereafter shall be automatically dropped from membership in the corporation.

Section 7. The fiscal year of this corporation shall be from November 1st to October 31st of the calendar year.

Section 8. Upon the signed recommendation of one member, seconded by another member, and by a three-fourths vote by ballot at the annual meeting, honorary life membership can be conferred upon an adult resident of the State of Idaho who shall have rendered notable service to the corporation. An honorary member shall have none of the obligations of membership in the corporation, but shall be entitled to all of the privileges except those of making motions, of voting and of holding offices.

Section 9. Members wishing to compete in Adult Amateur classes at IDEA-sanctioned competitions must have submitted to the Treasurer a signed Adult Amateur Certification Form. Failure to submit the Certification will result in the member being automatically placed in the Open Division on the official membership roster.

Article VIII –Indemnification of Directors, Officers, Employees and Other Agents ----------

Section 1. Definitions. For the purpose of this Article:

a.“Agent” means any person who is or was a director, officer, employee or other agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another foreign or domestic Corporation, partnership, joint venture, trust or other enterprise, or was a director, officer, employee or agent of a foreign or domestic Corporation that was a predecessor Corporation or of another enterprise at the request of the predecessor Corporation;

b. “Proceeding” means any threatened, pending or completed action of proceeding, whether civil, criminal, administrative or investigative; and

      1. Expenses” includes, without limitation, all attorneys’ fees, costs and any other expenses incurred in the defense of any claims or proceedings against an agent and all attorneys’ fees, costs and other expenses incurred in establishing a right to indemnification under this Article VIII.

Section 2. Successful Defense by Agent. To the extent that an agent of this Corporation has been successful on the merits in the defense of any proceeding referred to in this Article VIII, or in the defense of any claim, issue or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection with the claim. If an agent either settles any such claim or sustains a judgment rendered against him, then the provisions of Sections 1 through 5 of this Article VIII shall determine whether the agent is entitled to indemnification.

Section 3. Actions Brought By Persons Other Than the Corporation. Subject to the required findings to be made pursuant to Section 5 of this Article VIII, the Corporation shall indemnify any person who was or is a party, or is threatened to made a party, to any proceeding by reason of the fact that such person is or was an agent of the Corporation, for all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with the proceeding.

Section 4. Action Brought by or on Behalf of the Corporation.

  1. Claims Settled Out of Court. If any agent settles or otherwise disposes of a threatened or pending action brought by or on behalf of the Corporation, with or without court approval, the agent shall receive no indemnification for either amounts paid pursuant to the terms of the settlement or other disposition or for any expenses incurred in defense against the proceeding.

b. Claims and Suits Awarded Against Agent. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action brought by or on behalf of the Corporation by reason of the fact that the person is or was an agent of the Corporation, for all expenses actually and reasonably incurred in connection with the defense of that action, provided that both of the following are met: (1) The determination of good faith conduct required by Sect 5 of this Article VIII, is made in the manner provided for therein; and (2) Upon application, the court in which the action was brought determines that, in view of all the circumstances of the case, the agent should be entitled to indemnity for the expenses incurred. If the agent is found to be so entitled, the court shall determine the appropriate amount of expenses to be reimbursed.

Section 5. Determination of Agent’s Good Faith. The indemnification granted to an agent in Sects 3 and 4 of this Article VIII is conditioned on the following:

a.Required Standard of Conduct. The agent seeking reimbursement must be found, in the manner provided below, to have acted in good faith, in a manner he believed to have been in the best interest of the Corporation, and (in the case of a criminal proceeding) without reasonable cause to believe such conduct was unlawful, and (in the case of an action brought by or on behalf of the Corporation) with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use in similar circumstances. The termination of any proceeding by judgment, order, settlement, conviction or on a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act within these required standards.

b. Manner of Determination of Good Faith Conduct. The determination that the agent did act in a manner complying with Sect 5 of this Article VIII must be made by: (1) The Board by a majority vote of a quorum consisting of directors who are not parties to the proceeding; or (2) The court in which the proceeding is or was pending upon application brought by the Corporation or the agent or the attorney or other person rendering a defense to the agent, whether or not the application by the agent, attorney or other person is opposed by the Corporation.

Section 6. Advance of Expenses. Expenses incurred in defending any proceeding may be advanced by the Corporation before the final disposition of the proceeding on receipt of an undertaking by or on behalf of the agent to repay the amount of the advance unless it is determined ultimately that the agent is entitled to be indemnified as authorized in this Article VIII.

Section 7. Limitations. No indemnification or advance shall be made under this Article VIII, except as provided in Sects 2 or 5.b(2) of this Article VIII, in any circumstance when it appears:

a.That the indemnification or advance would be consistent with a provision of the Articles of Incorporation or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or

b. That the indemnification would be inconsistent with any condition expressly imposed by a court in approving a settlement.

Section 8. Contractual Rights of Non-directors and Non-officers. Nothing contained in this Article VIII shall diminish any right to indemnification to which persons other than directors and officers of the Corporation, or any subsidiary hereof, may be entitled by contract or otherwise.

Section 9. Insurance. The Board may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the Corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the Corporation would have the power to indemnify the agent against that liability under the provisions of this Article VIII.

Article IX – Membership Initiative --------------------

Section l. Whenever ten (10) Active Members indicate by written request to the Board of Directors that any action be taken or that any action being taken be discontinued, the Board of Directors shall submit such request to the Active Membership of the corporation by mail ballot. Such ballot shall be mailed no less than fifteen (15) days prior to the last date on which such ballots must be returned.

Section 2. If a majority of the ballots returned declare approval of such request, then the Board of Directors shall fulfill the request.

Article X – Meetings and Events -----------------------

Section 1. There shall be one (1) Annual Business Meeting of the Active Membership, to be held at such time and place as designated by the Board of Directors. Notice of such meeting shall be given to the membership as a whole ten (10) days in advance. At such meetings, the annual reports shall be presented to the membership by all officers and new Directors shall be elected to fill any vacancies on the Board of Directors.

Section 2. The President may call a business meeting of the corporation within ten (10) days notice.

Section 3. Any question that may come before any meeting shall be decided by a majority vote.

Section 4. Ten percent (10%) of the total Active Membership shall represent a quorum.

Section 5. The corporation shall hold not less than two (2) events each year. These events shall feature educational and/or competitive activities which further the
purposes of the corporation.

Article XI – Committees -----------------------------

Section 1. An auditing committee of no more than three (3) members shall be appointed by the President at the corporation’s Annual Business Meeting, whose duty it shall be to audit the Treasurer’s accounts at the close of the fiscal year and to report at the first meeting of the following year.

Section 2. Such other committees, standing or special, shall be appointed by the President as the corporation shall from time to time deem necessary to carry on the work of the corporation. The President shall be ex-officio a member of all committees.

Article XII – Local Chapters ---------------------------

Section 1. Local chapters shall be formed in order to promote educational activities on the local level and to carry out plans of the Board of Directors for local competitions.

Section 2. Local chapters shall hold at least six (6) meetings or activities each year and one (1) event to which all members of IDEA, Inc. are invited.

Section 3. Each chapter shall have a chairman elected by the local members whose duty it shall be to serve, or appoint a representative to serve on the Board of Directors of the corporation, and to encourage and organize activities at the local level which are educational for members interested in improving their riding abilities and their horses. The chairman shall also be responsible for reporting to the First Vice-President the details of all chapter activities.

Section 4. Local chapters shall keep their finances separate from the corporation’s accounts.

Section 5. Local chapters which choose to establish by-laws must place on file with the corporation a copy of those by-laws, which must not be in conflict with the by-laws of the corporation or the laws of the State of Idaho.

Section 6. The Annual Meeting of local chapters for the election of officers and annual reports shall be held prior to the Annual Business Meeting of the corporation.

Section 7. IDEA chapter officers must be IDEA, Inc. state members.

Section 8. In order to maintain standing as a Chapter in the IDEA, each chapter must
send at least 1 representative to a minimum of 3 meetings per year, with

attendance at the Annual Meeting mandatory. Failure to comply will result
in the chapter becoming ineligible to participate in any of IDEA's rebate
and clinic assistance programs.

Article XIII – Judges ------------------------------

Section 1. Judges shall be chosen for competitions on the basis of their experiences and reputation to judge dressage and eventing. Credentialed eventing judges shall also be considered qualified to judge IDEA-approved dressage shows at the equivalent level. Credentialed dressage judges shall also be considered qualified to judge IDEA-approved eventing competitions at the equivalent level. This does not apply to USEF/USDF/USEA/FEI approved shows. (revised 11/07)

Section 2. The corporation shall encourage the development of new judges in dressage and eventing.

Article XIV – Competitions -------------------------

Section 1. In order for a competition to be recognized by the Corporation, the management of the competition must apply for that date or dates and submit a copy of the proposed premium list to the Second Vice-President, Competition Chairman, not less than thirty (30) days prior to the competition. Only IDEA, Inc. approved competitions will count towards the Annual Awards of the Corporation.

Section 2. US Equestrian rules for Dressage and Eventing competitions must be followed for the events which are approved by the corporation.

Section 3. Separate classes or divisions within open shows may receive IDEA, Inc.
approval provided they meet the above requirements.

Section 4. The management of approved shows must submit the scores of the competition to the Second Vice-President within ten (10) days following the competition.

Article XV – Annual Awards – Horse -----------------

Section 1. Horses competing for Champion/Reserve Annual Awards must be ridden by an active member in good standing in the Corporation and owned by an active member in good standing. Points toward year-end awards accrue from sanctioned shows and placings earned after rider and owner membership(s) are received and accepted by the association treasurer or the show secretary. No retroactive points will be awarded. Separate awards shall be offered to horses ridden by junior/young rider, adult amateur, and open rider. A junior/young rider shall be a rider who is 21 years old or younger on January 1st of the competition year. Awards shall be presented at the end of each award year. The award year shall be November 1st to October 31st.

Section 2. DRESSAGE HORSE

a.Awards shall be offered for each level of dressage, for a multi level freestyle and a multi level Pas de Deux that is held in at least three (3) IDEA approved shows.

b.Horses must be entered, shown, and judged in at least three (3) separate dressage shows approved by IDEA.

c.At each level of dressage, as well as the multi level freestyle the three (3) highest scores received on rides completed under three (3) different judges for three (3)

different rides at three (3) different shows shall be averaged together to determine the award. At least (1) dressage test score must come from the highest test of the level awarded.

d.The same horse/rider combination may not win the same level more than twice, except for the FEI Level.

Section 3. EVENTING HORSE (revised- 11/09)

a. Awards shall be offered for each USEA level of eventing: Beginner Novice thru Advanced Horse Trials. There will also be a combined F.E.I award. Horses must be entered, shown, and judged in at least three (3) separate events approved by IDEA (see table d. below for events that are eligible for IDEA award points). The rider or owner submits scores to the Competition Chair by the end of the year deadline (Usually no later than October 15th).

b. If a horse is entered, shown and judged in an event and combined test at the same show, this will be treated as two (2) separate competitions.

c. A horse may compete in more than (1) division to be eligible for a year-end awards. Points earned count only for the level in which they were earned. Points are not combined across levels.

d. Awards for each level shall go to the horse that accumulated the highest number of points throughout the year.

Points are based on the following table:

1st 2nd 3rd 4th 5th 6th-8th

FEI Approved Eventing Competitions 30 28 26 24 22 20

USEA Approved Eventing Competitions 20 18 16 14 12 10

Non-USEA, IDEA Approved Horse Trials 10 9 8 7 6 5

USEA and/or IDEA Approved Combined Test 4 3 2 1 -- --

Completed FEI/USEA/USEA 3-Phase -------------Add 2 points---------------

e.The same horse/rider combination may not win the same level more than twice, except for Preliminary and above.

Article XVI – Annual Awards – Rider ----------------------

Section 1. Riders competing for Champion/ Reserve Annual Awards must be active members in good standing in the Corporation. Dressage riders must be entered, shown, and be judged in at least three (3) separate IDEA and/or USDF approved dressage shows. Event riders must be entered, show and be judged in at least three (3) IDEA approved events or combined tests. If a rider competes in an event and combined test at the same show, this will be treated as two (2) separate competitions. Award must be earned on horses owned by IDEA members in good standing.

Points toward year-end awards accrue from sanctioned shows and placings earned after membership is received and accepted by the association treasurer or the show secretary. No retroactive points will be awarded. Separate awards shall be offered to junior/young rider, adult amateur and open rider. A junior/young rider shall be a rider who is 21 years old or younger on Jan 1st of the competition year. Awards shall be presented at the end of each award year. The award year shall be November 1st to October 31st.

Section 2. DRESSAGE RIDER

a.At least three Champion/Reserve Awards, to be designated Junior/Young Rider Dressage Rider of the Year, Adult Amateur Dressage Rider of the Year, and Open Dressage Rider of the Year, shall be awarded to the rider/member with the highest average dressage score for three tests with three different judges at three (3) IDEA approved shows.

b.Up to three different horses are permitted to determine the average. At least one (1) dressage score must come from the highest test of a level.

c.If a rider is eligible to win more than one Rider of the Year Award, then she/he shall be awarded the higher award only.

Section 3. EVENT RIDER

a.Four annual awards, to be designated Junior/Young Event Rider of the Year, Adult Amateur Event Rider of the Year, and Open Event Rider of the Year and FEI Event Rider of the Year, shall be awarded. The first three listed awards will be awarded to the rider/member receiving the highest total number of points throughout the year in events and/or combined tests at Beginner Novice level and above who have completed all phases in a minimum of three (3) IDEA-approved events. The FEI award shall be awarded to the rider receiving the highest number of points in IDEA and FEI approved competitions. (revised 11/07)

b.Up to three different horses are permitted to determine the total.

Article XVII - USEF Rider Test, Dressage Rider of the Year -------------------------------

Section 1: Riders competing for Champion/Reserve Annual Awards must be active members in good standing in the Corporation. Dressage riders must be entered, shown, and be judged in at least three (3) separate IDEA and/or USDF approved dressage shows.

Points toward year-end awards accrue from sanctioned shows and placings earned after membership is received and accepted by the association treasurer or the show secretary. No retroactive points will be awarded.

Separate awards shall be offered to junior/young rider, amateur and open rider. A junior/young rider shall be a rider who is 21 years old or younger on January 1 of the competition year. Awards shall be presented at the end of each award year. The award year shall be November 1 to October 31.

Section 2: a. USEF Rider Test Dressage Rider of the Year, at least 3 Champion/Reserve awards, to be designated Junior/ Young Rider USEF Rider Test Dressage Rider of the Year, Adult Amateur USEF Rider Test Dressage Rider of the Year, and Open USEF Rider Test Dressage Rider of the Year, shall be awarded to the rider/member with the highest average dressage score for the three USEF Rider Tests with three different judges at three (3) IDEA approved shows.

b. Up to three different horses are permitted to determine the average. At least one (1) dressage score must come from the highest test of a level.

  1. If a rider is eligible to win more than one USEF Rider Test, Dressage Rider of the Year Award, then she/he shall be awarded the higher award only.

Article XVIII – Special Awards ----------------------------

Section l. Rookie Cookie – Recognition will be made of horses and/or riders in their first year of competition in dressage or eventing receiving outstanding annual averages, or showing the most improvement. Recipients will be chosen by the Board of Directors. This award will be called the ROOKIE COOKIE, and at least one (1) will be awarded each year.

Section 2. Someone Special Award – In recognition of those who showed great contributions to furthering the sport of dressage or eventing. This award may include not only competitors, but volunteers, management, (not necessarily members). Person must be nominated by their chapters.

Article XVIIII – Parliamentary Authority -------------------

The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the corporation in all cases to which they are applicable and in which they are not inconsistent with these by-laws and any special rules of order the corporation may adopt.

Article XIX – Amendments ----------------------------------

These BY-LAWS may be amended at any business meeting or by mail by a two-thirds (2/3) vote, provided that the amendment has been submitted to the membership in writing at least ten (10) days prior to such vote.

Article XX – Dissolution -------------------------------------

If at any time the corporation dissolves, any funds remaining in the treasury shall be distributed directly to the United States Dressage Federation, or a similar non-profit organization.

Article XXI – Official Publication ----------------------------

Section 1. The official publication of IDEA, Inc. will be “Bits and Paces” newsletter.

Section 2. All active members are encouraged to contribute news of local or state interest pertaining to dressage and/or eventing to the newsletter editor.We, the undersigned, Directors of the Idaho Dressage and Eventing Association, Incorporated, do hereby certify that the above and foregoing By-Laws were adopted as the By-Laws of said corporation on the 10th day of November , 2002 .