BYLAWS OF THE RIDING CLUB OF BARRINGTON HILLS

An Illinois Not for Profit Corporation

Article I – Organization

Section 1. The Riding Club of Barrington Hills (“RCBH” or the “Club”) is a 501(c)7 Corporation organized under the General Not for Profit Act of the State of Illinois.

Article II – Purpose

Section 1. Purpose. The Club’s purpose is:

1. To serve as stewards of the public and private Bridle Path system,
2. To create and maintain interest in horseback riding, and preserve equestrian traditions in the Barrington Hills countryside,
3. To work for the benefit and pleasure of all who ride horseback and enjoy horses,
4. The Club shall also work to foster social activities in the Barrington Hills community.

Article III – Membership

Section 1. Admittance Requirements. Persons eligible for membership may be admitted only upon meeting all three (3) of the below conditions:

1. Applicants must have the recommendation of at least two (2) Club Members (“Sponsors”) residing in Barrington Hills.
2. Knowledge of Bridle Path Rules is a condition of membership.
   1. Both of the Applicant’s Sponsors shall assess applicant’s knowledge of, and responsibility for Private Bridle Path Rules. Once both Sponsors have determined that the Applicant has sufficient knowledge of Bridle Path Rules to proceed as a Club Member, the Applicant and both Sponsors shall sign The Private Bridle Path Rule Agreement. The Agreement shall then be forwarded to the Membership Chairperson. The Membership Chairperson shall then present the signed Agreement to the Board, who will then undertake a membership vote.
3. The Applicant must have Approval by a majority vote of the Members of the Board either:
   1. In person at the Board’s regular monthly meetings, or
   2. By email, or other electronic means

Section 2. Club Membership Inclusive of Household.

1. “Club Membership” shall be deemed to include all members of the household.

Section 3. Classes of Membership.

1. The Board shall determine if it is appropriate to designate classes of membership. Any additional class of membership shall be non-voting unless so specified by amendment to these bylaws.

Section 4. Club Member Voting Rights.

1. Those Club Members entitled to vote may do so after sixty (60) days of membership.
2. Each paid membership is entitled to one vote.
3. Club Members shall be entitled to vote by absentee ballot.

Section 5. Removal of Club Members.

1. Any Club Member may be expelled for actions or conduct injurious to the welfare or character of the Club or for conduct in violation of the bylaws including, but not limited to:
   1. Failure to pay dues in a timely manner,
   2. Violation of the Club’s Bridle Path rules for the private or public trails,
   3. Disparaging the Club in a public forum, on social media or in print,
   4. Misappropriating the Riding Club logo, or
   5. Engaging in illegal activity during a Riding Club meeting or event
2. The Board shall be the sole judge of what constitutes conduct injurious to the welfare or character of the Club, and what constitutes a violation of the bylaws of the Club.
3. The Club Member at risk of expulsion will be given one (1) warning in writing.
4. If the misconduct continues, the Club Member will be informed in writing of a date that a vote would be taken to expel the Club Member.
5. The Club Member would have the opportunity to defend or explain their actions on that date. If the Club Member does not attend the meeting on the set date, the vote may be taken in the Member’s absence.
6. Expulsion will result if approved by a majority vote of the Board. If the vote for expulsion passes, notice will be provided to the Club Member in writing. The Club Member’s membership dues will not be refunded.

Article IV – Directors and Board Meetings

Section 1. Authority and Number of Directors.

1. The management of the RCBH shall be vested in a Board of Directors, consisting of a minimum of 7 and a maximum of 11 voting Members in good standing, five (5) of whom shall hold the offices of President, Vice President, Secretary, Treasurer and Membership Chairperson (“Officers”).
2. No more than two (2) Members of the Board may be non-residents of Barrington Hills.

Section 2. Vacancies and Term.

1. Vacancies on the Board shall be filled by the Board at a regular meeting, or at a special meeting of the Board called for that purpose.
2. Five (5) days’ notice of the vote to fill the vacancy and the name of the nominee shall be provided to the Board.
3. The term of the Board Member selected to fill a vacancy shall expire on the date of the next succeeding annual election.

Section 3. Removal of Board Members.

1. Any Board Member may be removed from the Board by a majority vote of the Board after missing three (3) consecutive board meetings where there are no extenuating circumstances.
2. The Board Member will be informed in writing of a date that a vote shall be taken for removal from the Board. The Board Member shall have the opportunity to defend their attendance record on that date.
3. If the Board Member does not attend the meeting on the set date, the vote shall be taken in the Board member’s absence.
4. Removal will result if approved by a majority vote of the Board. If the vote for removal passes, notice will be provided to the removed Board Member in writing.

Section 4. RegularMeetings. The Board shall meet monthly at a time and place to be determined by the Board.

Section 5. SpecialBoardMeetings. A special Board meeting may be called at the request of any three (3) Board Members.

Section 6. Notice. Board Members shall be given at least five (5) days’ written notice of any Board meeting.

Section 7. Quorum. No vote on any action shall take place without a quorum. A majority of the Board shall constitute a quorum for a Board meeting.

Section 8.OpenMeetingsandExecutiveSessions. All Board meetings shall be open to Members except in situations where the Board has elected to go into executive session, in which case only Board Members shall be present.

Section 9. Board Voting.

1. In person meetings are required for:
   1. Voting to remove a Club Member (Article III, Section 5),
   2. Voting to remove a Board Member (Article IV, Section 3)
2. Board votes on any other matter may be made:
   1. In person at a regularly scheduled Board meeting, or
   2. Via electronic means, if the president calls for voting electronically
3. In no event shall any vote be taken with less than a majority of Board Members voting (a quorum).
4. The Secretary shall record all votes, whether at a meeting, or electronic.

Article V – Liaisons

Section 1. PonyClubandHunt. The Pony Club and Hunt shall each be invited to appoint one of their Members to act as RCBH liaison.

Article VI – Officers

Section 1. Duties. The Officers shall carry out the Purpose of the Club and shall perform all duties normally pertinent to the roles of said Officers, or that may be required by the Board. Board Members who are not Officers may from time to time be asked to perform special functions as agreed upon by the Board. The Board is responsible for access to and the content of the Club logo and all media and communications established under RCBH’s name. The Board will transfer all files, legal papers, electronic records and logon information to the successor Board by January 31 of the succeeding year.

Section 2. The President. The President (or in the President’s absence, the Vice President), shall:

1. Preside at all meetings,
2. Set meeting agendas,
3. Decide questions of order,
4. Appoint committees not otherwise provided for, as pursuant to Article XIII of these bylaws,
5. The President, or designee, will act as the Club’s spokesperson to the press and governmental bodies.

Section 3. The Vice President. The Vice President is responsible for:

1. Overseeing the private and public trails,
2. Overseeing Trail Representatives,
3. Serving as the liaison for matters relating to private and public trails,
4. The Vice President may also serve as liaison to the Equestrian Commission of the Village of Barrington Hills.

Section 4. TheMembershipChairperson. The Membership Chairperson shall:

1. Keep available a revised list of Club Members with their addresses and telephone numbers and email addresses,
2. Present membership applicants to the Board for approval,
3. Endeavor to send out membership renewals by February 1 of each year,
4. Make a diligent effort to collect annual dues and forward same to the Treasurer,
5. The Membership Chairperson shall also prepare strategies to maintain an appropriate membership base.

Section 5. TheSecretary. The Secretary shall:

1. Keep the minutes of each meeting along with each vote, and submit those minutes at the succeeding meeting for approval,
2. Prepare and mail all notices,
3. The Secretary shall also keep the archives of the Club.

Section 6. The Treasurer. The Board shall have the right to require the Treasurer to be bonded. The Treasurer shall:

1. Deposit the dues as directed by the Board,
2. Pay all bills of the Club as authorized by the Board,
3. Keep an account of all dues, receipts and expenditures,
4. Report the state of the treasury at any meeting, or whenever required,
5. Provide the Board with the written accounting of all of the RCBH accounts at each regularly scheduled Board meeting,
6. Produce all account statements upon request by the Board, but in no event less than once each quarter,
7. Coordinate the annual budget and budget process,
8. Maintain appropriate insurance and report same to the Board,
9. The Treasurer shall also ensure timely annual corporate and tax filings.

Section 7. NoCompensation. Board Members shall not receive compensation in connection with the performance of their duties under these bylaws.

Article VIII – Trail Representatives

Section 1. Appointment. The Board shall appoint at least one (1) Trail Representative from each of the five (5) sectors within the Bridle Path system.

Section 2. Responsibilities. Each Trail Representative shall:

1. Submit draft goals and related budgets for annual trail maintenance in their sector to the Vice President,
2. Oversee the maintenance of the designated geographic area of bridle trails within the budgeted guidelines, as approved by the Board

Section 3. Authority. Trail representatives shall seek Board approval for all trail maintenance expenditures prior to the commencement of said maintenance.

Article IX – Riding Center Advisory Committee of the Barrington Hills Park District

Section 1. Recommendation. The Board may recommend two persons who are Club Members, Barrington Hills Park District residents and active users of the Riding Center to serve on the Riding Center Advisory Committee when the Board deems it necessary to replace the current Members, or there is a vacancy. The recommendation must be made to the Park District Board in writing. The Park District Board has sole discretion to confirm the RCBH recommended candidates. The two (2) persons would be voting Members of the Riding Center Advisory Committee, but the Board may optionally recommend a third person to serve as an alternate, who may vote in the event one of the two voting Members is unable to attend a Riding Center Advisory Committee meeting. Riding Center Advisory members must submit a report to the Board each month.

Article X – Youth Advisory Board

Section 1. Recommendation. The Board may recommend persons who are Club Members under the age of 21 to serve on the Youth Advisory Committee at the Board’s discretion. Youth Advisory Members shall submit a report to the Board each month. A Board Member shall be appointed to serve as the Youth Advisory Board’s liaison.

Article XI – Elections

Section 1. OfficersandBoard Members. The Officers and other Board Members shall be elected at the annual meeting for a term of one (1) year. The term will expire upon the election of the replacement Officers and Board Members.

Section 2. Nominating Committee.

1. At least ninety (90) days prior to the annual meeting, the President, with Board approval, shall name one (1) Board Member, whose term has not yet expired, and two (2) Club Members in good standing to the Nominating Committee.
2. The Nominating Committee shall use its best efforts to produce a slate comprised of at least seven (7) candidates of RCBH Club Members who have agreed to serve in the capacity for which they are slated. Slated candidates shall provide an equitable balance in terms of RCBH Board experience, riding discipline, volunteer and business experience.
3. At least sixty (60) days prior to the annual meeting, the Nominating Committee shall present to the Board a slate of candidates, with names specified for each position.

Section 3. AdditionalNominations. Any Club Member in good standing may nominate other candidates for Board positions. Club Member nominations must be received at least thirty (30) days prior to the annual meeting.

Section 4. Voting. Each paid membership shall have one (1) vote (either in person or by absentee ballot) for each Officer and Board Member to be elected. Election of a nominated person shall occur if the nominee receives a simple majority of the total number of votes cast in person or by absentee ballot for each nominee.

Article XII – Club Membership Meetings

Section 1. AnnualMeeting. The annual meeting of the Club Members shall be held in January at the time and place determined by the Board.

Section 2. SpecialMeetings. A special meeting of the Membership may be called at the request of any three (3) Board Members or a majority of the Club Members.

Section 3. Notice. Members shall be given at least five (5) days’ notice of a Membership meeting.

Article XIII – Dues

Section 1. Annual Dues. Annual dues shall be determined by the Board. Timely payment of annual dues shall be a condition of Club membership. Dues are intended to cover the RCBH expenses only, and not to generate a profit.

Section 2. MembershipYear. The Club’s membership year shall begin on April 1st and conclude on March 31st of each year. Membership fees are due on April 1 of each year.

Article XIIV – Committees

Section 1. Appointment. The President, by resolution adopted by a majority of the Board, may designate committees other than those provided for in these bylaws. Each committee shall be headed by a Board Member who shall report to the Board on its activities.

Section 2. Authority. The designation of committees and the delegation of authority thereto shall not operate to relieve any Board Member of any responsibility imposed upon them by these bylaws.

Section 3 – Voting. Any committee action shall be approved by a majority of the Board present at the meeting before being put into effect.

Article XV – Amendments to Bylaws

Section 1. Procedure. To amend these bylaws, the Board shall request input from Club Members. Club Members may submit recommendations to the Board. The Club Members’ proposed amendments shall then be submitted to Club Members for a vote.

Section 2. MeetingandVoting. These bylaws may be amended at any meeting at which there is a quorum of the Board, and for which proper notice has been made in accordance with Section 3, below, by a 2/3 majority vote of Club Members voting either in person, or by absentee ballot.

Section 3. SpecialNotice. Club Members shall be given at least 30 days’ notice of a meeting to amend these bylaws.

Article XVI – Applicable Laws and Rules

Section 1. Governing Law. These bylaws are intended to govern the resolution of all RCBH matters. In the event these bylaws do not address an RCBH matter, the Board shall resolve the matter pursuant to the General Not For Profit Act of 1986, 805 ILCS 105/101.01 et seq.

Section 2. Procedural Matters. The Board shall resolve procedural issues pursuant to Roberts Rule of Order.

Amended (Insert Date)