|Revised August 1989
Updated May 2003
Updated November 2012
1.01. Principal Office - The registered office of the Corporation in the State of Texas shall be in
Texas, or elsewhere, as the Board of Directors may determine.
1.02. Registered Office and Agent - The Corporation shall comply with the requirements of the
Act and maintain a registered office and registered agent in Texas. The registered office may,
but need not, be identical with the Corporation’s principle office in Texas. The Board of Directors
may change the registered office and the registered agent as provided in the Act.
2.01. Class of Members - The Corporation shall have one class of members.
2.02. Eligibility - Membership is open to anyone interested in promoting and supporting
2.03. Application - Application for membership shall be made on a form submitted by the
Directors and shall be accompanied by the required dues.
2.04. Dues - The annual dues shall be determined by vote of the membership. Membership dues
shall be paid on two classifications: individual membership dues and family membership dues
(which shall include all members of the immediate family). Family dues shall be 150% of the dues
set for individuals.
2.05. Votes - Each individual member shall have one vote, and family memberships shall have
2.06. Payment - All dues shall be paid on or before December 1 of each year.
2.07. Delinquency - Any person or family whose dues are more than three (3) months delinquent
shall cease to be a voting member of this corporation until such time as applicable dues have
been paid and shall not be entitled to manage rides sponsored by the Corporation.
2.08. Resignation - Any member may resign from the Corporation by submitting a written
resignation to the secretary. The resignation need not be accepted by the Corporation to be
effective. A member’s resignation shall not relieve the member of any obligations to pay any
dues, assessments, or other charges that had accrued and were unpaid prior to the effective
date of the resignation.
2.09. Reinstatement - A former member may submit a written request for reinstatement of
membership. The Board of Directors, or a committee designated by the Board of Directors to
handle the matter, may reinstate membership on any reasonable terms that the Board of
Directors, or committee, deem appropriate.
2.10. Waiver of Interest - All real and personal property, including all improvements located on
the property, acquired by the Corporation shall be owned by the Corporation. A member shall
have no interest in specific property of the Corporation. Each member hereby expressly waives
the right to require partition of all or part of the Corporation’s property.
MEETINGS OF MEMBERS
3.01. Meetings - The membership of the Corporation shall meet semi-annually, the time and
place to be determined by the Board of Directors, with notice being given through the
Corporation’s newsletter and/or electronic media.
3.02. Agendas - Meeting agendas shall be printed in the Corporation’s newsletter and/or
electronic media prior to the meetings.
3.03. Quorum - Ten (10) members shall constitute a quorum.
3.04. Notice of Meetings - Notice of meetings shall be given not less than ten (10) days before
the date of the meeting and not more than fifty (50) days before the date of the meeting.
3.05. Actions - The membership shall try to act by consensus. However, the vote of a majority of
voting members in good standing, present and entitled to vote at a meeting at which a quorum is
present, shall be sufficient to constitute the act of the membership unless the vote of a greater
number is required by law or by the By-Laws. Voting shall be by ballot, voice, or by a show of
3.06. Voting by Mail - The Board of Directors may authorize members to vote by mail or verifiable
BOARD OF DIRECTORS
4.01. Management - The affairs of the Corporation shall be managed by the Board of Directors.
4.02. Number of Directors - The number of Directors shall be eight (8) and shall consist of the
President, Vice-President, Treasurer, Secretary and four (4) Directors at Large. Because of the
even number, it is understood and decreed that the President does not vote except in case of a
4.03. Requirement - All Directors shall be members in good standing of the Corporation. An
unexcused absence from two consecutive Board or Membership meetings is grounds for removal
from the Board of Directors upon majority vote by the Board of Directors.
4.04. Quorum - Five (5) Directors shall constitute a quorum.
4.05. Meetings - The Board of Directors shall meet at least twice a year at such time and place
as may be set by a majority of the Board, with the agenda to be printed in the Corporation’s
newsletter and/or electronic media at least one month prior to the meeting.
4.06. Special Meetings - Special meetings may be called by the President, or upon written
request of at least three (3) Board Members made at least ten (10) days prior to the date of the
called special meeting.
4.07. Chairman - The President of the Corporation shall be the Chairman of the Board of
4.08. Election - The Board of Directors at Large shall be elected by the general membership
every other year in odd numbered years. They shall hold office two (2) years, at which time they
may be reelected.
4.09. Vacancies - Any vacancy occurring in the Board of Directors, and any Director position to
be filled due to an increase in the number of Directors, shall be filled by the Board of Directors. A
vacancy is filled by the affirmative vote of a majority of the remaining Directors. If it is less than a
quorum of the Board of Directors, the general membership votes to fill the vacancies. A Director
elected to fill a vacancy shall be elected for the unexpired term of the predecessor in office.
5.01. Officer Positions - The officers of the Corporation shall be a President, a Vice-President, a
Secretary, and a Treasurer. The Officers are members of the Board of Directors, and the
Secretary shall serve as Recording Secretary for the Board.
5.02. Election - Officers of the Association shall be elected at the second general membership
meeting every other year in even numbered years. They shall hold office for a term of two (2)
years, at which time they may be re-elected. All Officers must be members in good standing of
5.03. Vacancies - A vacancy in any office may be filled by the Board of Directors for the
unexpired portion of the Officer’s term.
5.04. President - The President shall be the Chief Executive Officer of the Corporation. The
President shall supervise and control all of the business and affairs of the Corporation. The
President shall preside at all meetings of the members and of the Board of Directors. The
President may execute any deeds, mortgages, bonds, contracts, or other instruments that the
Board of Directors have authorized to be executed. However, the President may not execute
instruments on behalf of the Corporation if this power is expressly delegated to another officer or
agent of the Corporation by the Board of Directors, By-Laws, or statute. The President shall
perform other duties prescribed by the Board of Directors and all duties prescribed by the Board
of Directors and all duties incident to the office of President.
5.05. Vice-President - When the President is absent, is unable to act, or refuses to act, the Vice-
President shall perform the duties of the President. When a Vice-President acts in place of the
President, the Vice-President shall have all the powers of and be subject to all the restrictions
upon the President. A Vice-President shall perform other duties as assigned by the President or
Board of Directors.
5.06. Treasurer - The Treasurer shall:
(a) Have charge and custody of and be responsible for all funds and securities of the
(b) Receive and give receipts for monies due and payable to the Corporation from any source.
(c) Deposit all monies in the name of the Corporation in banks, trust companies, or other
depositories as provided by the By-Laws or as directed by the Board of Directors or President.
(d) Write checks and disburse funds to discharge obligations of the Corporation.
(e) Maintain the financial books and records of the Corporation.
(f) Prepare financial reports at least annually.
(g) Perform other duties as assigned by the President or by the Board of Directors.
(h) If required by the Board of Directors, give a bond for the faithful discharge of his or her duties
in a sum and with a surety as determined by the Board of Directors.
(i) Perform all of the duties incident to the office of Treasurer.
5.07. Secretary - The Secretary shall:
(a) Give all notices as provided in the By-Laws or as required by law.
(b) Take minutes of the meetings of the members and of the Board of Directors and keep the
minutes as part of the corporate records.
(c) Maintain custody of the corporate records and of the seal of the Corporation.
(d) Affix the seal of the Corporation to all documents as authorized.
(e) Keep a register of the mailing addresses of each member, director, officer, and employee of
(f) Perform duties as assigned by the President or by the Board of Directors.
(g) Perform all duties incident to the office of Secretary.
5.08 Editor – The Editor is considered an adjunct member of the Board. He shall:
(a) Receive all information to be published for up-coming newsletters.
(b) Publish future TERA rides, TERA ride results, meetings and other pertinent information to the
(c) Provide the membership with quarterly newsletters.
(d) Performs duties as assigned by the President and/or Board of Directors. (added in 2002)
5.09 Webmaster – The Webmaster is considered an adjunct member of the Board. He shall:
(a) Receive all information to be published on the TERA Website.
(b) Publish future TERA rides, meetings and other pertinent information to the members.
(c) Perform duties as assigned by the President and/or Board of Directors.
COMMITTEES AND RIDE MANAGERS
6.01. Committees - The Board of Directors may adopt a resolution establishing one or more
committees delegating specified authority to a committee, and appointing or removing members
of a committee.
6.02. Ride Managers - Ride Managers shall be recognized by the Board of Directors and
(a) are responsible for paying ride insurance at least thirty (30) days prior to ride date, if so
(b) shall secure permission from private landowners or government land that is not accessible or
open to the general public for such rides,
(c) to require a negative Coggins paper before a rider enters the ride (such papers to be dated
within one (1) year of the ride, or the lesser, the requirement of the State of Texas).
(d) must attend the TERA Ride Managers Clinic to obtain/continue TERA Sponsorship. Ride
Managers must renew this certification once every 3 years.
7.01. Sponsorship of Rides - The corporation will not sponsor two rides on the same date that
may draw riders from one ride to the other, and established TERA Rides have precedent.
7.02. Limited Distance Rides - Limited distance rides will use the same standards of judging
limited distance rides as the American Endurance Ride Conference Limited Distance Rules
8.01. Fiscal Year - The fiscal year of the Corporation shall begin on the first day of December
and end on the last day in November in each year.
9.01. These By-Laws may be amended by a majority vote of the members present and voting at
any regular meeting of the membership.
CERTIFICATE OF SECRETARY
I certify that I am the duly elected and acting Secretary of Texas Endurance Riders Association
and that the foregoing By-Laws were duly adopted at a meeting of the membership held on
November 10, 2012.
DATED this 10th day of November 2012.