1. COMPANY

1.1            Name.                       
The Goshen Horse-Thief Detectives, Ltd. (hereinafter the “Company” or “GHTD”) is an Ohio Limited Liability Non-Profit Company (Charter/Registration No. 1912877). The Company’s date of registration is February 2, 2010.

1.2            Status.                       
The Company Executive Committee has voted to apply for 501(C)(3) status with the IRS. If obtained, all contributions, including dues, shall be tax exempt. All IRS regulations related to the 501 (C)(3) status must be strictly adhered to. Any provision herein, or action by the Executive Committee which violates any rule/regulation of the IRS related to the 501(C)(3) status, is void and a nullity. If 501(C)(3) status is approved, reflecting that change in Company documents does not require any additional member/executive committee authorization or Code modifications.

1.3            Operation.           
The affairs of the Company are managed exclusively by a majority vote of the Executive Committee. Minutes of all such votes shall be recorded and adopted by the Executive Committee at the next regular scheduled meeting. The Executive Committee shall strictly comply with this Code of Regulations in conducting Company affairs.

1.4            Purpose.        
The purpose of the Company includes, but is not limited to, the development, maintenance, and operation of a regional horse/walking trail system including all easement areas granted to the GHTD. Additionally, Company members shall participate in programs and activities that provide education regarding the physical care of equine and all safety issues related to riding, owning and controlling equine.

1.5            Fiscal Year            

The fiscal year of the Company shall begin on the 1^st day of January and end on the 31^st day of December each year or any other period as deemed appropriate by the Executive Committee.

1.6             Amendment.            
These Regulations may be amended only by a two-thirds vote of the members present at any regular meeting after adequate notice has been provided the members. Members must receive a copy of the proposed amendments at least 48 hours in advance of the meeting by email at their regular email address of record with the secretary.

2. MEMBERS

2.1            Member Qualifications.  
Any person, eighteen years or older, may become a regular member of the Company by completing and signing a current membership application, and by timely paying the established annual dues to the Secretary or Treasurer as a membership fee. No applicant shall be rejected for membership  except upon a 2/3^rd vote of the Executive Committee and under no circumstance shall any rejection be based upon race, religion, national origin, age, gender or other basis not permitted under state or federal law. Should an applicant be rejected, his/her membership fee shall be immediately returned.

2.2              Member Classifications. 
All regular members shall be classified in one or more of the following classifications.

Mounted Division- Members who own equine (horses/mules, etc);

Wagon/Carriage Division-  Members who own a qualified horse drawn vehicle and/or have a qualified  horse/mule with associated harness/tack.

Posse Division- Members who have participated in at least one sanctioned event annually in proper uniform. The regulations regarding event participation shall be established to ensure the safety of all members, riders, spectators and horses. These regulations shall be adopted and strictly followed by all members.

Outlaw Division- All remaining members who do not otherwise qualify in a category above.

2.3             Non-Member Classification

Sponsor- Non-Member Individuals, Foundations, or Companies that contribute to the organization, whether or not they receive promotional benefit. Fees (if applicable) related to the classification shall be established by the Executive Committee.

Associate- Any person not a regular member, regardless of age, that assists with events or activities in uniform. No dues/fees shall be assigned. Special exceptions may be made  for promotional considerations with a 2/3 vote of the Executive Committee

2.4          Membership Book. 
The Secretary shall keep a membership book on behalf of the Company containing the name, address, phone and email of each member, member number, date of admission to membership, current status, and, in the event of classification of members, the class(s) to which each member belongs.

2.5          Dues. 
The annual dues for each member shall be established by the Executive Committee from time to time and shall be made part of these Regulations.  If any member should fail to pay his dues to the Treasurer/Secretary by 3/31, his/her name shall be dropped from the member rolls and he/she shall no longer be considered a member.

2.6        Uniforms.
The Company uniform shall be determined by a vote of the membership at large and shall not be modified except by vote of 2/3^rd of the general membership at the annual meeting.  Those members marching/riding in parades shall comply with wearing the parade uniform and shall always keep the uniform in a condition that positively reflects their pride in the organization. Exceptions to the uniform for specific events may be made on a case by case basis with a 2/3 vote of the Executive Committee. These exceptions shall only relate to weather conditions and/or spirit wear in conformity with parade guidelines. (example: red scarf for Reds opening day)

3.  OFFICERS/COMMITTEES

3.1          Classification. 
The Officers shall consist of one each Captain, Secretary, Treasurer. and  First and Second Lieutenants. The number of Lieutenants may vary. Authority to vary the number and responsibilities of Lieutenants must be recommended by the Company Captain and confirmed by a 2/3^rd vote of the Executive Committee. All officers shall maintain their rank provided they maintain their active membership status. Only Officers serving as members of the Executive Committee have the authority to vote unless (with prior written notice to the Secretary) voting on behalf of an Executive Committee member unable to attend a meeting.

3.2           Service Term.
The Executive Committee (with the exception of the Captain, who shall be elected by all officers as prescribed below) shall be elected annually to serve one year or until their successors are elected.

3.3           Captain. 
The Captain shall serve on the Executive Committee and shall have general command of the Company. He/She shall establish his/her residency in Goshen. He/She shall preside at all regular and special membership/Executive Committee meetings. The Captain shall recommend the appropriate number of Lieutenants to serve under his/her command.  He/She shall ensure the Code of Regulations is adhered to at all times. The Captain shall be an ex-officio member of all committees.

3.4           Secretary.
The Secretary shall serve on the Executive Committee and shall keep a true record of the proceedings of the Company, preserve all the books and papers related thereto, notify each member of the annual meetings and all Special meetings, notify each member of any arrears in dues, if any, and attend to all the duties  pertaining to his/her office. The Secretary shall be elected by the membership at large at the annual meeting of the Company.  The Secretary shall counter-sign all checks authorized by the Executive Committee.   

3.5           Treasurer. 
The Treasurer shall serve on the Executive Committee and shall have the custody of the funds and shall pay out money for all debt approved by the Executive Committee, countersigned by the Secretary. He/she shall render a report at each regular Executive Committee meeting, said report to be preserved among the papers of the Secretary.  The Treasurer shall be elected by the membership at large at the annual meeting of the Company. The Treasurer shall serve as a member of the Finance Committee.

3.6           Lieutenants.
The Lieutenants shall have command under the Captain which shall be determined by vote of the meeting at their election.  Division Lieutenants shall be elected by members from their respective divisions (Mounted, Wagon/Carriage, Posse). All remaining committee chair positions shall be elected by the membership at large.

In the event of the absence of the Captain, the Mounted Lieutenant shall preside at meetings on his/her behalf. Promotion from 2^nd Lieutenant to 1^st Lieutenant  may be awarded upon completion of 1 year of officer service AND upon recommendation of the Captain with concurrence of 2/3^rd of the Executive Committee.

3.7           Executive Committee. 
The Executive Committee shall consist of the Captain, Secretary, Treasurer, Division Lieutenants (Mounted, Wagon/Carriage, and Posse), and Standing Committee Chair Lieutenants. Each member shall have 1 vote in determining matters of the Company. Division and Standing Committee Executive Committee members may, in their absence, direct another officer to represent them at meetings. Officer representatives have full authority to vote on behalf of their Division or Standing Committee at the specified meeting(s). Prior to votes by authorized representative officers, written notification of their appointed representative must be provided the Secretary by the officer unable to attend the meeting.

3.8            Standing Committees
The permanent Standing Committees shall be as follows: Trails; Hide-Out; Events; Finance; Promotion/Communication; Membership; Chapters

3.9            Committee Appointments. 
Other than standing committees, the Executive Committee may from time to time appoint members of the Company to act as a committee or committees and may delegate to such committee or committees powers to be exercised under the control and direction of the Executive Committee.  Each such committee and each member thereof shall serve at the pleasure of the Executive Committee.                                                             

                                                         4. MEETINGS

4.1               Annual Meeting. 
The annual meeting of the Company shall take place within ten miles of the Township of Goshen, Clermont County, Ohio each year during the month of December, or at such date, time and place as may be fixed by the Executive Committee, provided that if the Executive Committee does not fix such date, time and place by the tenth day of November, then the Captain of the Company shall do so.  If, for any reason, said meeting is not held at such time, a special meeting shall be held as soon thereafter as practical.  The purpose of the annual meeting shall be to elect the officers of the Company, receive the report of officers and committees of the Executive Committee, and transact such other business as may properly come before the Committee.

4.2               Regular Meetings.  I
n addition to the annual meeting, the Company shall hold regular meetings on such dates and at such times as the Executive Committee shall determine.  Unless special circumstances exist, all such meetings shall be held within ten miles of the Township of Goshen, Clermont County, Ohio.  The Secretary shall provide appropriate notice regarding regular meetings specifying the times and places for such meetings.  The purpose of regular meetings of the Company shall be to receive reports from officers and committees of the Company, if any, approve or disapprove actions by the Company requiring action by the full membership of the Company, if any, and to consider and act upon any other matter which is necessary or appropriate for action by the full membership of the Company.

4.3               Special Meetings. 
Special meetings shall be held only on the order of the Captain, or in his absence, by a majority of the Executive Committee Lieutenants and shall have no power to amend or alter the Articles of Incorporation or Code of Regulations. 

4.4               Notice of Meetings. 
At least twenty-four (24) hours prior to a special meeting, and not less than ten (10) days and not more than sixty (60) days prior to an annual meeting, notice stating the date, time, place, and, in the case of a special meeting, the purpose or purposes of the meeting, shall be given to the general membership of the Company or at the direction of the Secretary of the Company or of the person or persons calling the same. 

4.5               Quorum; Voting; . 
Except as otherwise provided in this Code of Regulations, a majority of the Executive Committee, certified by the Secretary, shall constitute a quorum for the transaction of business.  Further, unless otherwise provided, all matters and business conducted at any special or regular meeting shall be approved by a majority vote of the Executive Committee members present.

5. FINANCE

5.1            Budget.           
The Treasurer shall be a member of the Finance Committee. Each October, all members of the Executive Committee shall submit their Divisions/Committees proposed annual budget for the following year. The treasurer shall compile the information and present the information to his committee for evaluation and recommendation to the Executive Committee no later than the November regular meeting.

5.2            Grants.           
Application for, and/or acceptance of grants, whether from individuals, foundations, corporations, or any other entity, shall first be approved by a 2/3^rd vote of the Executive Committee.

5.2            Easements.           
Acceptance of any easement, shall first be approved by a 2/3^rd vote of the Executive Committee after the Finance reports to the Executive Committee how the acceptance will impact the Company budget.

5.3            Gear           
All Company gear, whether available for sale or not, shall be authorized by the Executive Committee.

5.4            Fundraisers            Any event or activity designed to produce revenue for the Company, shall first be recommended by the Finance Committee and approved by the Executive Committee.

6. ELECTIONS

6.1            Elected Positions           
All positions of the Executive Committee shall be open for election annually.

6.2            Nominations                        In order to be nominated to any Executive Committee position, a nominee must be a member in good standing for at least 6 months immediately preceding the election, and verified as such by the Secretary before their name shall be submitted to the membership for election.  Any qualified member can be nominated by any other member. Nominees must agree to have their name placed as a candidate and agree to serve their term in the capacity they are nominated for and would be elected to.

6.3            Elections             The annual election of Executive Committee members shall take place at the annual meeting in December and shall be managed by the membership committee. All positions are elected at large except for the Mounted, Wagon/Carriage, and Posse Divisions. These Division positions are elected by members of their respective divisions. A member that qualifies in multiple divisions (i.e. posse and mounted) shall be eligible to vote in only one division. The ballots will be counted election night and announced immediately. They will be sworn in as soon as is practicable after the election and take office January 1 of the following year. The Captain shall be elected by all officers present at the first regular meeting after the annual elections.  Balloting for Captain shall be by secret ballot with the counting of ballots presided over by the Membership Chair. A majority of the total number of officers (whether present to vote or not) is needed to elect the Captain. Balloting shall continue until such majority is achieved.

7.  INDEMNIFICATION

7.1  Rights of Indemnification. 
The Company shall indemnify all Executives and officer of the Company to the fullest extent provided by, or permissible under Section 1702.12 of the Ohio Revised Code; and the Company is hereby specifically authorized to take any and all further action to effectuate any indemnification of any person which any Ohio company/corporation may have power to take, by any vote of the disinterested Executive Committee, by any agreement, or otherwise.  This section of the Code of Regulations of the Company shall be interpreted in all respects to expand such power to indemnify to the maximum extent permissible to any Ohio corporation with regard to the particular facts of each case, except in relation to the following matters:

a)  Those as to which the Officer shall finally be adjudged in such litigation to be liable because of dereliction in the performance of duties as such Officer, or

b)  Those which have resulted in a judgment in favor of the Company and against the Officer, or which are settled by any payment by Officer to the Company.

Except in cases where above clause (a) or clause (b) applies, “expenses” shall be deemed to include fines and penalties imposed on such person, and amounts paid upon a plea of nolo contendere or similar plea, or in compromise or settlement of the litigation or in satisfaction of judgments, if, and only if, such indemnification, and the amounts to be indemnified against, are approved as being reasonable in the circumstances by (i) the vote of a majority of the Executive Committee of the Company in office if such majority are not involved in any such litigation, or (ii) the vote of a majority of the members of the Company excluding for the purposes hereof the members involved in such litigation, or (iii) a court of competent jurisdiction.  The foregoing right of indemnification shall not be exclusive of other rights to which such person, their heirs, executors, or administrators, may be entitled.

7.2   Purchase of Insurance. 
The Company must maintain liability insurance on behalf of any person who is a member of the Company who is acting or participating in any Company sponsored activity or event. Company liability shall attach provided the member is acting in a way consistent with Code of Regulations and consistent with policy limitations. The limits of the policy shall be authorized by the Executive Committee and be published to the membership. Members must agree they will hold the Company and the individual members of the Executive Committee harmless for all damages in excess of policy limitations. Members must also execute the waiver which is part of the membership application and comply with all terms and conditions of the insurance agreement

8. TERMINATION OF ORGANIZATION (7/11/11)

8.0           Vote to Dissolve Organization  
An affirmative vote of no less than 2/3 of all members of the entire Executive Board, at a special meeting called for only that purpose, shall be required to dissolve the organization.

8.1            Liquidation of Assets           
Should dissolution be approved pursuant to 8.0 above, all assets shall be liquidated and, after all bona fide liabilities are satisfied, any remaining proceeds shall be distributed to organizations qualified to receive such proceeds by IRS rules and regulations. A 2/3 vote of the entire executive committee is required to authorize the distribution of organization assets to a particular recipient.

GOSHEN HORSE-THIEF DETECTIVES, Ltd.

ADOPTION OF AMENDED CODE OF REGULATIONS

We, the undersigned, all duly elected members of the Executive Committee of the Goshen Horse-Thief Detectives, Ltd., do hereby adopt the foregoing CODE OF REGULATIONS, consisting of six (6) pages, effective August, 2011.

Dated:  July 11, 2011

_________________________________             _____________________________________

Jeff Corcoran, Captain             Robin Jackson, 2Lt. (Promo/Communication)

_________________________________ _____________________________________

Lou Ethridge, 1Lt. (Treasurer) Nancy Jackson, 2Lt. (Wagons/Carriages)

_________________________________ _____________________________________

Kathy Poynter, 1Lt. (Secretary)(Posse) Joe Poynter, 2Lt.  (Hide-Out)

_________________________________          _______________________________________

Mike Keeley, 1Lt. (Membership)          Bill Wiedemann, 2Lt.  (Chapters)

_________________________________             _______________________________________

Vicky Rhein, 1Lt. (Mounted)             Tom Dirr, 2Lt.  (Events)

_________________________________           

Brian Fick, 1Lt. (Trails)