Constitution

FORM 3 - SOCIETY ACT

1. The name of the Society is the "OBERLANDER HORSE ASSOCIATION".
2. The purposes of the Society are:
   The encouragement, development and registration of the breeding of purebred Oberlander horses in Canada.

   1. By keeping a record of the breeding and origin of Oberlander horses and by collecting, preserving and publishing data and documents relating to same.
   2. By establishing standards of breeding and by carrying out a system of registration of Oberlander horses.
   3. By adopting means from time to time to protect and assist breeders engaged in propagation and breeding of purebred Oberlander horses.
   4. By maintaining an efficient supervision of breeders of Oberlander horses to prevent, detect and punish fraud.
   5. By compiling statistics of the industry of same, furnishing official and authentic information in regard thereto.
   6. To enter into contracts and agreement as required to accomplish these purposes.

BYLAWS
Here set out, in numbered clauses, the bylaws providing for the matters referred to in section (6) 1 of the Society Act and any other bylaws.

Part 1 - Interpretation

1. (1) In these bylaws, unless the context otherwise requires: "directors" means the directors of the society for the time being;

"Society Act means the Society Act of British Columbia from time to time in force and all amendments to it; "registered address" of a member means the member's address as recorded in the register of members.

(2) The definitions in the Society Act on the date these bylaws become effective apply to these bylaws.

2. Words importing the singular include the plural and vice versa, and words importing a male person include a female person and a corporation.

Part 2 - Membership

3. The members of the society are the applicants for incorporation of the society, and those persons who subsequently become members, in accordance with these bylaws and, in either case, have not ceased to be members.
4. A person may apply to the directors for membership in the society and on acceptance by the directors is a member.
5. Every member must uphold the constitution and comply with these bylaws.
6. The amount of the first annual membership dues must be determined by the directors and after that the annual membership dues must be determined at the annual general meeting of the society.
7. A person ceases to be a member of the society

   1. by delivering his or her resignation in writing to the secretary of the society or by mailing or delivering it to the address of the society,
   2. on his or her death or, in the case of a corporation, on dissolution,
   3. on being expelled, or
   4. on having been a member not in good standing for 12 consecutive months.
8. (1) A member may be expelled by a special resolution of the members passed at a general meeting.

(2) The notice of special resolution for expulsion must be accompanied by a brief statement of the reasons for the proposed expulsion.

(3) The person who is the subject of the proposed resolution for expulsion must be given an opportunity to be heard at the general meeting before the special resolution is put to a vote.

9. All members are in good standing except a member who has failed to pay his or her current annual membership fee, or any other subscription or debt due and owing by the member to the society, and the member is not in good standing so long as the debt remains unpaid.

Part 3 - Meeting of Members

10. General meetings of the society must be held at the time and place, in accordance with the Society Act, that the directors decide.
11. Every general meeting, other than an annual general meeting, is an extraordinary general meeting.
12. The directors may, when they think fit, convene an extraordinary general meeting.
13. (1) Notice of a general meeting must specify the place, day and hour of the meeting, and, in case of special business, the general nature of that business.
14. The first annual general meeting of the society must be held not more than 15 months after the date of incorporation and after that an annual general meeting must be held at least once in every calendar year and not more than 15 months after the holding of the last preceding annual general meeting.

Part 4 - Proceedings at General Meetings

15. Special business is
    1. all business at an extraordinary general meeting except the adoption of rules of order, and
    2. all business conducted at an annual general meeting, except the following:

       1. the adoption of rules of order;
       2. the consideration of the financial statements;
       3. the report of the directors;
       4. the report of the auditor, if any;
       5. the election of directors;
       6. the appointment of the auditor, if required;
       7. the other business that, under these bylaws, ought to be conducted at an annual general meeting, or business that is brought under consideration by the report of the directors issued with the notice convening the meeting.
16. (1) Business, other than the election of a chair and the adjournment or termination of the meeting, must not be conducted at a general meeting at a time when a quorum is not present.

    (2) If at any time during a general meeting there ceases to be a quorum present, business then in progress must be suspended until there is a quorum present or until the meeting is adjourned or terminated.

    (3) A quorum is 3 members present or a greater number that the members may determine at a general meeting.

17. If within 30 minutes from the time appointed for a general meeting a quorum is not present, the meeting, if convened on the requisition of members, must be terminated, but in any other case, it must stand adjourned to the same day in the next week, at the same time and place, and if, at the adjourned meeting, a quorum is not present with 30 minutes from the time appointed for the meeting, the members present constitute a quorum.
18. Subject to bylaw 19, the president of the society, the vice president or, in the absence of both, one of the other directors present, must preside as chair of a general meeting.
19. If at a general meeting

1. there is no president, vice president or other director present within 15 minutes after the time appointed for holding the meeting, or
2. the president and all the other directors present are unwilling to act as the chair, the members present must choose one of their number to be the chair.

20. (1) A general meeting may be adjourned from time to time and from place to place, but business must not be conducted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

    (2) When a meeting is adjourned for 10 days or more, notice of the adjourned meeting must be given as in the case of the original meeting.

    (3) Except as provided in this bylaw, it is not necessary to give notice of an adjournment or of the business to be conducted at an adjourned general meeting.

21. (1) A resolution proposed at a meeting need not be seconded, and the chair of a meeting may move or propose a resolution.

    (2) In the case of a tie vote, the chair does not have a casting or second vote in addition to the vote to which he or she may be entitled as a member, and the proposed resolution does not pass.

22. (1) A member in good standing present at a meeting of members is entitled to one vote.
23. A corporate member may vote by its authorized representative, who is entitled to speak and vote, and in all other respects exercise the rights of a member, and that representative must be considered as a member for all purposes with respect to a meeting of the society.

Part 5 - Directors and Officers

24. (1) The directors may exercise all the powers and do all the acts and things that the society may exercise and do, and that are not by these bylaws or by statute or otherwise lawfully directed or required to be exercised or done by the society in a general meeting, but subject, nevertheless, to

    1. all laws affecting the society;
    2. these bylaws; and
    3. rules, not being inconsistent with these bylaws, that are made from time to time by the society in a general meeting.

    (2) A rule, made by the society in a general meeting, does not invalidate a prior act of the directors that would have been valid if that rule had not been

25. (1) The president, vice president, secretary, treasurer and one or more other persons are the directors of the society.
    (2) The number of directors must be 5 or a greater number determined from time to time at a general meeting.
26. (1) The directors must retire from office at each annual general meeting when their successors are elected.
    (2) Separate elections must be held for each office to be filled.
    (3) An election may be by acclamation, otherwise it must be by ballot.
27. (4) If a successor is not elected, the person previously elected or appointed continues to hold office.
28. (1) The directors may at any time and from time to time appoint a member as a director to fill a vacancy in the directors.
29. (1) If a director resigns his or her office or otherwise ceases to hold office, the remaining directors must appoint a member to take the place of the former director.
30. The members may, by special resolution, remove a director, before the expiration of his or her term of office, and may elect a successor to complete the term of office.
31. A director must not be remunerated for being or acting as a director but a director may be reimbursed for all expenses necessarily and reasonably incurred by the director while engaged in the affairs of the society.

Part 6 - Proceedings of Directors

32. (1) The directors may meet at the places they think fit to conduct business, adjourn and otherwise regulate their meetings and proceedings, as they see fit.

    (2) The directors may from time to time set the quorum necessary to conduct business, and unless so set the quorum is a majority of the directors then in office.

    (3) The president is the chair of all meetings of the directors, but if at a meeting the president is not present within 30 minutes after the time appointed for holding the meeting, the vice president must act as chair, but if neither is present the directors present may choose one of their number to be the chair at that meeting.(4) A director may at any time, and the secretary, on the request of a director, must, convene a meeting of the directors.

33. (1) The directors may delegate any, but not all, of their powers to committees consisting of the director or directors as they think fit.

    (2) A committee so formed in the exercise of the powers so delegated must conform to any rules imposed on it by the directors, and must report every act or thing done in exercise of those powers to the earliest meeting of the directors held after the act or thing has been done.

34. A committee must elect a chair of its meetings, but if no chair is elected, or if at a meeting the chair is not present within 30 minutes after the time appointed for holding the meeting, the directors present who are members of the committee must choose one of their number to be the chair of the meeting.
35. The members of a committee may meet and adjourn as they think proper.
36. For a first meeting of directors held immediately following the appointment or election of a director or directors at an annual or other general meeting of members, or for a meeting of the directors at which a director is appointed to fill a vacancy in the directors, it is not necessary to give notice of the meeting to the newly elected or appointed director or directors for the meeting to be constituted, if a quorum of the directors is present.
37. A director who may be absent temporarily from British Columbia may send or deliver to the address of the society a waiver of notice, which may be by letter, telegram, telex, cable, fax of E-mail of any meeting of the directors and may at any time withdraw the waiver, and until the waiver is withdrawn,
1. a notice of meeting of directors is not required to be sent to that director, and
2. any and all meetings of the directors of the society, notice of which has not been given to that director, if a quorum of the directors is present, are valid and effective.
38. (1) Questions arising at a meeting of the directors and committee of directors must be decided by a majority of votes.
39. (2) In the case of a tie vote, the chair does not have a second or casting vote.
40. A resolution proposed at a meeting of directors or committee of directors need not be seconded, and the chair of a meeting may move or propose a resolution.
41. A resolution in writing, signed by all the directors and placed with the minutes of the directors, is as valid and effective as if regularly passed at a meeting of directors.

Part 7 - Duties of Officers

43. (1) The president presides at all meeting of the society and of the directors.
44. The vice president must carry out the duties of the president during the president's absence.
45. The secretary must do the following:
    1. conduct the correspondence of the society;
    2. issue notices of meetings of the society and directors;
    3. keep and sign minutes of all meetings of the society and directors;
    4. have custody of all records and documents of the society except those required to be kept by the treasurer;
    5. have custody of the common seal of the society;
    6. maintain the register of members.
46. The treasurer must
    (b) render financial statements to the directors, members and others when required.
47. (1) The offices of secretary and treasurer may be held by one person who is to be known as the secretary treasurer.
    (2) If a secretary treasurer holds office, the total number of directors must not be less than 5 or the greater number that may have been determined under bylaw 25 (2).
48. In the absence of the secretary from a meeting, the directors must appoint another person to act as secretary at the meeting.

Part 8 - Seal

49. The directors may provide a common seal for the society and may destroy a seal and substitute a new seal in its place.
50. The common seal must be affixed only when authorized by a resolution of the directors and then only in the presence of the persons specified in the resolution, or if no persons are specified, in the presence of the president and secretary or president and secretary treasurer.

Part 9 - Borrowing

51. In order to carry out the purposes of the society the directors may, on behalf of and in the name of the society, raise or secure the payment or repayment of money in the manner they decide, and, in particular but without limiting that power, by the issue of debentures.
52. A debenture must not be issued without the authorization of a special resolution.
53. The members may, by special resolution, restrict the borrowing powers of the directors, but a restriction imposed expires at the next annual general meeting.

Part 10 - Auditor

54. This Part applies only if the society is required or has resolved to have an auditor.
55. The first auditor must be appointed by the directors who must also fill all vacancies occurring in the office of auditor.
56. At each annual general meeting the society must appoint an auditor to hold office until the auditor is re-elected or a successor is elected at the next annual general meeting.
57. An auditor may be removed by ordinary resolution.
58. An auditor must be promptly informed in writing of the auditor's appointment or removal.
59. A director or employee of the society must not be its auditor.
60. The auditor may attend general meetings.

Part 11 - Notices to Members

61. A notice may be given to a member, either personally or by mail to the member at the member's registered address.
62. A notice sent by mail is deemed to have been given on the second day following the day on which the notice is posted, and in proving that notice has been given, it is sufficient to prove the notice was properly addressed and put in a Canadian post office receptacle.

(1) Notice of a general meeting must be given to

1. every member shown on the register of members on the day notice is given, and
2. the auditor, if Part 10 applies.

(2) No other person is entitled to receive a notice of a general meeting.

Part 12 - Records & Registration of Pedigrees

63. A register of Pedigrees shall be kept at the office of the Society. This register shall be known as the Canadian Oberlander Stud Book. A copy of the Canadian Oberlander Stud Book may be printed and distributed at such time and in such form as directed by the Directors.
64. The Directors shall, on the form adopted by the Directors, issue a certificate of registration, for all animals registered. The pedigree shall be in such form as decided by the Directors.
65. Any person suspended or expelled from membership shall not be allowed the privilege of recording pedigrees in the record of the Association.
66. The Directors shall have power, for any cause which in the opinion of the Directors seems proper to suspend any member or refuse application for registration or transfer from any person whether a member or not. Any such action taken by the Directors under this provision shall be reported to the members at the next general meeting.

Part 13 - Identification

67. The Directors shall make regulations for a practical and effective system of identification of all horses to be registered.

Part 14 - Registration of Names (Prefix)

68. An owner must register for his exclusive use a name to be used as a prefix in naming his animals. A particular name will be allowed to one person or partnership only, and in registering such names, priority in use and in application for registration shall be considered. Letter(s) may be used as a prefix to a name of a registered Oberlander Horse. Names shall not contain more than thirty letter spaces or characters, including numeral affix. Provided however, that for any Oberlander Horse to be registered by the Association, the name of the Foal must have at least the first two initials from the name of the Sire and part of the name of Dam. It shall not be permissible to change the name of an animal after it has been registered thirty days. In the event of a change in the name of a partnership or company, or if any party is taken into partnership, the name may be transferred upon application by the registered owner or his authorized representative. Likewise the transfer may be made from a deceased owner to his heir.
69. A registered name may be transferred to another person or persons on application of the person in whose name it is registered. After the expiration of five years a registered name will be forfeited if it has not been used in registering an animal by the registered owner.
    The Directors have the authority to cancel or disallow the use of a particular prefix or registered name at any time.
70. A prefix may be used by an immediate family member (son or daughter and/or spouses) provided written permission accompanies the application.

Part 15 - Private Breeding Records

71. There shall be kept by each breeder a private breeding record which shall contain names of every animal, registration number, sex, date of birth, an accurate record of all services, with name and number of sire used. All deaths or removals of animals for any cause shall also be recorded and if sold, name and address of the purchaser with date of sale and delivery. This record shall at all times be open to the inspection by officials of this Association.

Part 16 - Standards for Registration

72. Standards for registration may from time to time and as required be made in a manner determined by the Directors.

Part 17 - Rules of Eligibility

73. The following shall be eligible for registration:

    (a) An animal conceived in a foreign country and born in Canada whose dam is registered in Canada and the sire is registered in the recognized foreign Book of Records.
    (b) An animal conceived and born in Canada the progeny of animals registered in the Canadian Oberlander Stud Book.
    (c) an animal conceived by artificial breeding born in Canada may be registered under the regulations approved by the Directors.
    (d) An animal born in Canada the result of embryo transplant may be registered under the regulations approved by the Directors.

Part 18 - Application for Registration

74. Applications for registration of animals, from countries other than Canada must be signed by the importer, show date of importation and be accompanied by certificate of registration showing that they were registered in the record of the country from which they come, in the name of the Canadian importer, and if an animal is in foal in order to register the product, a certificate must be furnished signed by the owner of the service sire and certified by the stud book authorities in which he is registered.
75. Application for registration of all animals born in Canada must be made by the person who owned it at the time of birth. All blank spaces must be filled in in ink, and the form must be signed by the owner of the animal at the time of birth, by the breeder of the animal and by the owner of the sire at the time the dam was served. The dam must be registered in the Canadian Oberlander Stud Book in the name of the owner signing and the sire must be registered in the Canadian Oberlander Stud Book in the name of the owner, certifying the service.
76. When an animal is a twin it shall be so stated when applying for registration, and the sex given of the animal with which it is a twin. Should a twin be entered upon the record without such statement, no subsequent application for the entry of an animal twin with the same shall be accepted.
77. The breeder of an animal is the owner of the dam at the time she was served. The first owner is the owner of the dam at the time the foal was born.
78. Duplicate names must be avoided. The right is reserved to change any name when necessary, preserving, however, as far as possible, some characteristic of the name given in the application.
79. A name of an animal will not be accepted for registration if it contains more than thirty letters or characters, including number affix.
80. In order to register or transfer an Oberlander horse in Canada, one must be a paid up member of the Oberlander Horse Association.

Part 19 - Transfers and Duplicate Certificates

81. In case of the sale on an animal, the seller must furnish a certificate of registration in the Canadian Oberlander Stud Book showing the purchaser’s ownership. Refusal to do so on any pretext whatsoever, except under written contract, shall be ground for his expulsion if a member, from the Registry; if not a member, further applications for registration or transfers shall be refused.
82. Applications for registration of change of ownership must be made on forms supplied by this Association and must give date of sale and date of delivery, and in case of a female, if bred, service certificate must be completed. Change of ownership will be endorsed on the back of the original certificate of registration which must be forwarded to the Association with the application for transfer.
83. In case a male or female is leased or loaned for breeding purposes the form of lease supplied by the Association must be filled in and signed by the lessor and forwarded together with the certificate of registration to the Association to be placed on record. The lessee will in all cases be considered the breeder of the progeny of leased or loaned females.
84. A duplicate certificate may be issued if the registered owner or his authorized agent files a statutory declaration on a form supplied by the Association, showing in a satisfactory manner, that the original is lost, destroyed or unobtainable.

Part 20 - Registration and Membership Fees

85. All membership and registration fees should be paid to the Treasurer, and they shall forthwith be deposited by him to the credit of the Association in a chartered bank selected by the Directors.

Part 21 - Fees

86. The fees will be determined from time to time by the membership at any Annual or General Meeting of the Association by the affirmative vote of two-thirds of the members voting. Notice of all proposed changes in fees shall be given to the Secretary forty days in advance of a General or Annual Meeting and they shall be included in the Notice calling such meeting, otherwise the meeting shall have no power to deal with same.

Part 22 - Suspensions - Definitions

87. (a) SUSPENDED MEMBERS: A suspended member is one who has been deprived of the privileges of the Association or by decision of the Directors for a stated period or until such time as the requirements of the Directors have been complied with.
    (b) SUSPENDED REGISTRATION: A suspended registration is a registration of pedigree or transfer that has been placed under suspension by the Directors on account of some irregularity; such suspension to remain until same has been lifted by a resolution of the Directors.

Part 23 - Expulsion - Definition

88. Expulsion means depriving a person of the privileges of the Association for such period of time as may be determined by the Directors.

Part 24 - Offences and Penalties

89. Any member who violates any rule or regulation of the Association as determined by the Directors is prohibited from making further registrations or transfers.
90. Registration or transfer of ownership of an animal is made on the understanding that the particulars given on the application are correct. If it is subsequently discovered that the particulars given were incorrect or fraudulent, the registration or transfer shall be cancelled by the Directors. Pedigrees recorded incorrectly may be cancelled and re-recorded at the request of the Owner and approval by the Directors at the expense of the original applicant for registration or transfer. It is understood that neither the Association or the Directors shall be held responsible for any loss or damage that may be sustained through cancellation or correction of any registration or transfer.
91. When as a result of an inspection of the manner in which private records are being kept and identification practiced by any breeder, it is shown that the regulations as laid down herein are not being observed, the Directors may immediately suspend or expel such breeder, if a member, and if not a member; further registrations and transfers may be refused, and if such inspection should indicate that the private records and identification system as practiced by such breeder are in such state of confusion as to raise a doubt as to the identity of any number or all of the animals in the stud, the Directors may suspend the pedigrees of any or all animals standing in the name of such breeder.

Part 25 - Personal Liability

92. Subject to the Society Act no director, officer or employee of the Association, or other person acting on behalf of the Association, is personally liable for any act done in good faith in the exercise of any of that person’s powers or the performance of that person’s duties and functions or for any default or neglect in good faith in the exercise of any of the person’s powers or the performance of that person’s duties and functions.

Part 26 - Bylaws

93. On being admitted to membership, each member is entitled to, and the society must give the member without charge, a copy of the constitution and bylaws of the society.
94. These bylaws must not be altered or added to except by special resolution.

Dated at Cranbrook, British Columbia, this 20th day of January, 1999.

Applicants for Incorporation:

Charles Harold Rowley SS 3, Site 15-130, Cranbrook BC V1C 6H3	Susan Joan Rowley SS 3, Site 15-130, Cranbrook BC V1C 6H3
Johann Plechinger SS 3, Site 15-130, Cranbrook BC V1C 6H3	Roxane Patricia Plechinger SS 3, Site 15-130, Cranbrook BC V1C 6H3
Hugo Hess 1925 - 12th Ave S., Cranbrook BC V1C 6G6	Hans Peter Neuner 3250 - 53rd St S., Cranbrook BC V1C 4H4
Guurtje Neuner 3250 - 53rd St S., Cranbrook BC V1C 4H4	James Allister Tarves 2065 Mazur Road, Cranbrook BC V1C 4H3
Tyrone Colgur 915B Baker Street, Cranbrook BC V1C 1A4	Christopher Johannes Plechinger SS 3, Site 15-130, Cranbrook BC V1C 6H3