MISSOURI GAY RODEO ASSOCIATION, INC.

BYLAWS
OF
MISSOURI GAY RODEO ASSOCIATION, INC.
mgra

Adopted: 6/13/2014
Revised: 3/10/2018
Amended: 3/10/2018

CONSTITUTION AND BYLAWS
OF
MISSOURI GAY RODEO ASSOCIATION, INC.

MISSION STATEMENT:
To produce MGRA’s Show-Me State Rodeo and to promote the country-western lifestyle and support organizations who benefit the LGBTQ+ community and our community as a whole through amateur sportsmanship, education, participation, competition and recognition. MGRA, Inc. achieves this mission by:

Performing charitable duties for the surrounding area through fundraisers, rodeos, etc., for any charitable organization that the general membership of the corporations should choose.
Producing a group of well-rounded individuals interested in western related events (rodeos, horseback riding, square/western dancing, etc.)
Being an organization for the entire community, barring all prejudices to sex, national origin, sexual preferences, gender expression, religion, race or any other prejudices the organization may encounter.
Establishing a base organization in which members collectively communicate and work with each other.
Promoting and supporting gay rodeo or gay country-western related events held anywhere.
Maintain a group of people who collectively work on fundraising events and organizational activities who are both professional and proficient.
Acting as a nonprofit organization and to function in a 501(c)(3) capacity, maintaining at all times a federal tax-exempt I.D. number.
Affiliating itself with and following the guidelines and rules of the International Gay Rodeo Association, Inc. (IGRA) and other states’ organizations that adhere to the objectives and purpose of this organization.

ARTICLE I: NAME

Pursuant to the Articles of Incorporation under the laws of the State of Missouri, the name of the organization shall be MISSOURI GAY RODEO ASSOCIATION, INC., and it shall be a nonprofit corporation as registered with the state of Missouri. As used in these Bylaws, the terms ‘MGRA, Inc.’, ‘M.G.R.A. Inc.’, ‘Corporation’, ‘The Corporation, ‘Board of Directors’, ‘The Organization’, ‘The Association’ shall refer to Missouri Gay Rodeo Association, Inc.

ARTICLE II: MEMBERS

Section 1: Membership, Fees and Eligibility:

Membership in the Corporation shall be attained by completing the official MGRA, Inc.

membership application for approval and payment of applicable fees paid to a Board or Membership Committee member.

The terms ‘Member in Good Standing’ and ‘Active Member’ refers to an individual who has an approved membership application and appropriate fees on file with MGRA, Inc. and has not conducted injurious activities to the Corporation or its purposes, misrepresented, defrauded, or committed theft from the Corporation or its members.
The terms ‘fee’ and ‘dues’ have the same meaning in these bylaws.
Any increase in membership fees shall be approved by the membership.
Applications will not be accepted and any monies received will be returned to persons who are removed from good standing status, in bad standing, or barred from membership in any Member or IGRA recognized Member Associations; or are otherwise ineligible to participate in Member or IGRA sponsored, sanctioned events or rodeos. The applicant will be considered ineligible for membership until the matter with the Member or IGRA Recognized Member Association is resolved and MGRA, Inc. is notified.
MGRA, Inc. reserves the right to terminate membership and may, at the discretion of the Board of Directors, refund all or a portion of the membership fees of any individual at any level of membership if it is discovered that a member is or becomes ineligible for membership as stated in ARTICLE II, Section 1.
Memberships shall be non-transferrable.
Memberships are annual and shall expire on December 31st with the exception that non-rodeo contestant membership applications received during or after registration for The Show-Me State Rodeo will be afforded membership for the remainder of the current and following calendar year.
No member shall bind this Corporation through joining, representing or affiliating with any other organization without prior approval of the Executive Board of Directors.
MGRA, Inc. will make every effort to keep members’ names and personal information confidential and will not disclose information except to comply with IGRA rules and federal, state or local laws.

Section II: Classes of Membership:
A. Individual Membership:

Membership application must be submitted with the required fee and is subject to approval by the membership according to ARTICLE II, Section 1.
Dues for annual membership shall be $25.00 (Twenty-Five Dollars)
May participate in any and all organizational matters except where otherwise stated in these Bylaws.
Shall be entitled to receive MGRA, Inc. news via email if opt-in box checked on MGRA, Inc. Membership application.
Shall be entitled to participate in all IGRA events as prescribed by the IGRA Bylaws and Standing Rules. B. Partner Membership:
Membership application must be submitted with both Member and Partner sections completed with the required fee and is subject to approval by the membership according to ARTICLE II, Section 1.
Dues for annual partner memberships shall be $40.00(Forty-Dollars).
Both members shall be entitled to all benefits of Individual Membership.

C. Corporate Membership:

A corporate member must be submitted with the required fee and is subject to approval by the membership according to ARTICLE II, Section 1.
Dues for membership shall be $100.00 (One-Hundred Dollars). This includes membership for up to 3 (Three) additional people as well as recognition in MGRA, Inc.

news and the Association website.

Members shall be entitled to all benefits of individual membership. D. Honorary Membership:
An Honorary membership is one that may be held by persons who have shown continuous dedication to MGRA, Inc. and shall be chosen by a vote of the Board of Directors.
Honorary members shall not be entitled to vote or be elected or appointed to the Board of Directors or Standing Committee chairmanship. E. Inactive Membership:
A member who is more than 90 (Ninety) days delinquent in the renewal of membership after membership has expired will be placed in inactive status and all privileges of membership shall be suspended until membership has been renewed.
Reinstatement of Active Membership and all membership privileges will begin upon receipt of completed membership application, appropriate fees and board approval.

Section 3: Evidence of Membership
A. Membership cards, certificates and/or badges verifying membership will be issued as appropriate to members in good standings. The date on the membership card shall reflect the date dues were submitted and the date of expiration. B. Numbering of membership cards shall be as follows:

Board of Directors: 001-011
Ad-hoc Board Members: 012-025
Honorary Members: 026-050
Corporate Members: 051-100
At Large Members: 101-999

Section 4: Ethics

It is expected that members of the Association shall act in an ethical manner in matters where MGRA, Inc. and/or its members are concerned or reflected.
Charges of wrongdoing must be filed with the President for investigation by the Executive Board.
If the charge lodged is against an officer, the complaint should still be filed with the President, but may be filed with another member of and for investigation by the Executive Board.
Allegations must be in writing, delivered either in person or by U. S. Mail by at least 2 (Two) members of the Corporation, within 15 (Fifteen) days of the alleged incident.
The Executive Board shall ensure that the matter be investigated in a confidential manner, between the Executive Board and those involved.
ARTICLE X, PARLIAMENTARY AUTHORITY shall govern the investigation and any disciplinary action that may be taken.

ARTICLE III: CORPORATE AUTHORITY

Section 1: Board of Directors

Subject to the provisions of the Missouri Nonprofit Corporation Law and any limitations in the Articles of Incorporation and these Bylaws relating to action required to be approved by the members, the business affairs of the Corporation shall be managed, and all corporate powers shall be exercised by, or under the direction of the Board of Directors.
The Executive Board of Directors shall have fiduciary responsibility for MGRA, Inc. conduct negotiations, approve and sign contracts with any external entity.
All funds of the Corporation shall be deposited to the credit of the Corporation in such banks, trust companies or other depositories as the Executive Board may select.
The Board of Directors, in addition to the authority and the powers expressly conferred upon them by these Bylaws, may exercise all action for and on behalf of the Corporation not inconsistent with the laws of the State of Missouri, the Articles of Incorporation, these Bylaws, or any duly enacted resolution of the members, Executive Board or Board of Directors.
The President or the Board of Directors may delegate to any committee or officer, any portion of its power, subject to any limitation imposed by the Missouri Nonprofit Corporation Law or which the Executive Board may see fit to impose.
The Board of Directors may borrow money or incur indebtedness on behalf of the Corporation, and cause to be executed and delivered for the Corporation’s purposes and in the Corporation name any of the following items such as: promissory notes, bonds, debentures, deeds of trust, mortgage, pledges, hypothecations, and other evidence of debt and securities.
The Board of Directors may manage in such a manner, as they deem in the best interest of the Corporation, all funds and property, real and personal, received and acquired by the

Corporation, and to distribute, loan or dispense the same and/or income and profit thereof.

The Board of Directors may authorize any Officer(s) to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances.
The Board of Directors should meet on the second weekend of every month, except under special circumstances or at the special call of the President.
The Board of Directors shall oversee any IGRA sanctioned event held within its territory.
The Board of Directors shall select the delegates to the IGRA Annual Convention. Financial conditions permitting, the Corporation shall pay registration fees of all delegates.
The Board of Directors and/or Executive Board shall have the authority to take any action not inconsistent with the law, the Articles of Incorporation, these Bylaws or with any duly enacted resolution of the membership, Executive Board or Board of Directors.
The Board of Directors and/or Executive Board may unless otherwise prohibited in these Bylaws, dispose of any matters that may raise between meetings including, but not limited to electronic mail or telephone consensus. Such matters shall be entered into the minutes at the next meeting of the Board of Directors.
The Board of Directors may adopt, make and use the MGRA, Inc. logo, prescribe the forms of membership certificates, membership cards, membership applications, and alter the form of the logo and certificates.
All voting shall be in accordance with ARTICLE X, PARLIAMENTARY AUTHORITY.

Section 2: Officers
A. The Officers of MGRA, Inc. shall have the authority delegated to them by these Bylaws and such additional authority as may be delegated by the Board of Directors
Section 3: Liability, Insurance and Indemnification

MGRA, Inc. assumes no responsibilities and the enactment of the waiver procedures shall endure.
MGRA, Inc. shall indemnify and hold the Board of Directors, all Officers, Directors, Trustees and Committee members harmless from all liability, obligations, claims, causes of action or expenses of any kind, including, without limitation, attorney’s fees that may arise or be incurred by them as a result of the performance of their duties or on behalf of MGRA, Inc., to the full extent allowed by law.

ARTICLE IV: OFFICERS

Section 1: Members
A. The corporate structure of MGRA, Inc. shall be administered as provided in this article and consists of:

Membership
Board of Directors
Executive Board
Committees

Section 2: Board of Directors
A. These elected and appointed Officers shall constitute the Board of Directors of MGRA, Inc. and shall perform the duties prescribed by these Bylaws:

President
Vice-President
Secretary
Treasurer
Rodeo Director
Trustee
Ad-hoc Members (non-voting, may be appointed to fill an absence)
- Committee Chairs (Membership Recruitment, Bylaws, Volunteer Coordinator)
- Miss MGRA
- Mr. MGRA
- Ms. MGRA
- MsTer MGRA
- Committee Members

Section 3: Executive Board
A. Shall consist of the following Officers

President
Vice-President
Secretary
Treasurer
Rodeo Director
Trustee

Section 4: Board Positions
A. An Officer may not hold more than 1 (One) board position except when appointed by the Board of Directors to serve as Rodeo Director, Trustee, or in accordance with ARTICLE VII, ELECTIONS AND APPOINTMENTS, Section 1 B, and at no time shall any board member occupy more than 2 (two) positions.

ARTICLE V: DUTIES OF OFFICERS

Section 1: General

It shall be incumbent upon all Officers and Standing Committee Chairpersons to engage in total communication, cooperation and dissemination of information regarding the operation of this Corporation.
Officers and Standing Committee Chairpersons must maintain member in good standing status as outlined in ARTICLE II: MEMBERSHIP or shall be subject to removal by the Board of Directors if the members’ status is not rectified within 45 (Forty-Five) days.
All Officers and Standing Committee Chairpersons shall work under the direction of the President and shall perform all duties incident to their respective office as outlined in these

Bylaws and any such duties as prescribed or assigned by the membership, President or Board of Directors

All Officers and Standing Committee Chairpersons shall meet within 15 (Fifteen) days of election to office to review the Bylaws and Standing Rules of Order for their respective office.
All Officers and Standing Committee Chairpersons shall attend the Board of Director and Standing Committee meetings of which they are a member or chair.
- Officers missing 2 (Two) consecutive or 3 (Three) meetings in total in the course of 1 (One) year shall be subject to removal by the Board of Directors; unless the Board has approved said absence. See list of approved absences in Standing Rules of Order.
- In the event they are unable to attend, every effort should be made to notify the Board, and if needed, advise the Board of a need to assign an Ad-Hoc member to serve as a non-voting proxy for the duration of the meeting.

Section 2: Officer Responsibilities

President
- - Shall preside at all Board of Director, General Membership and Special Meetings.
  - Shall appoint any special committee chairpersons, subject to the approval of the Board of Directors.
  - Shall appoint all committee Chairpersons who shall serve at the request of the President, except as otherwise outlined in these Bylaws.
  - May serve as Chairperson of a specially convened task force committee but shall not be the chairperson of any other appointed committee.
  - Shall be responsible for overseeing and assisting the Vice-President in matters of securing and retention of corporate sponsors.
  - Shall serve as ex-officio member of all committee except for the Nominations and Elections Committee.
  - May be required to verify membership in the Association at IGRA functions.
  - Shall be a signer on the Corporate bank account(s).
  - May sign, with any authorized officer, any corporate documents authorized by the Board of Directors.
Vice-President
- - Shall assume the duties of the President in the event of the President’s absence or inability to act or at the request of the President.
  - In the event of the resignation or death of the President, the Vice-President shall assume the office of President, including all duties and responsibilities for the remainder of the unexpired term.
  - Shall be Chairperson of, and with the President, establish the Corporate Sponsorship Committee.
  - Shall be a signer on the Corporate bank account(s).
  - May sign, with any authorized officer, any corporate documents authorized by the Board of Directors.
  - Shall have the authority as may be delegated pursuant to ARTICLE III: CORPORATE AUTHORITY.
  - Shall chair the Miss, Mr., Ms., and MsTer program.
  - Shall chair the Fundraising Committee and shall be responsible for ideas and concepts of raising monies to be procured for the operation of the organization and work cooperatively with all other committees.
  - Shall work in conjunction with the Secretary to prevent conflicting activities and assist in the publication of a calendar to include fundraising events and activities which the membership and community may participate as well as training and instruction opportunities for the Royalty Team.
  - Shall coordinate with the Rodeo Director to provide opportunities for entertainment, both from with the organization and from visiting Royalty or additional outside sources, during the rodeo weekend and the days preceding, if possible.
Secretary
- - Shall keep a record of the minutes of the organization.
  - Shall provide ample copies of the minutes from the previous meeting at the beginning of, or via electronic mail prior to, the Board of Directors meeting.
  - Shall make the minutes and records available to members.
  - Shall keep on file all committee reports.
  - Shall preserve a permanent record of all materials received at the Board of Directors level for historical purposes.
  - Shall maintain record book(s) in which the Bylaws, Special Rules of Order, Standing Rules and minutes are entered, and have the current record book(s) on hand at every meeting.
  - Shall sign all certified copies of acts of the Organization.
  - In the absence of the President and Vice-President, shall call the Board of Directors Meeting to order and preside until the immediate election of a chairman pro tem.
  - Shall be a signer on the Corporate bank account(s).
  - Shall coordinate with the Membership committee to assure the protections of membership (use of names, alias, etc.)
  - May sign, with any authorized officer, any corporate documents authorized by the Board of Directors.
  - Shall have the authority as may be delegated pursuant to ARTICLE III: CORPORATE AUTHORITY.
  - Shall send out to the membership a notice of meetings and conduct the general correspondence of the organization.
  - Shall inform the Board of Directors of any significant incoming and outgoing correspondence.
  - Shall be responsible for distribution of the Association’s newsletter, should the Board of Directors choose to distribute one.
  - Shall be responsible for the dissemination of information, whether oral, written, electronic or visual as needed or as directed by the Board of Directors.
  - Shall provide all members with information and rates on travel and lodging for scheduled out of town events.
  - Shall submit to the Board of Directors for approval all press/media releases.
  - Shall be responsible for final preparation of committee rough drafts articles and artwork for all club activities.
  - Should ensure all advertising is completed as early as possible prior to scheduled events.
  - Shall work in conjunction with the President to preserve a permanent record of all materials, flyers, programs, poster, etc. for historical purposes.
  - Shall chair the Historical Committee.
  - Shall maintain and provide when possible at least 60 (Sixty) days in advance, a calendar of events to include:
    - - Meetings
      - Board of Directors Meetings
      - Standing Committees
      - IGRA rodeos, University and Convention
      - Royalty and Fundraising activities.
      - General membership events
Treasurer
- - Shall be responsible for the funds of Corporation.
  - Shal receive and give receipts for funds due and payable to the Corporation.
  - Shall at all times maintain custody of all financial records and funds on behalf to the Corporation, for the duration of the term, unless otherwise directed by the Executive Board.
  - Shall deposit within 5 (Five) day of receipt of all funds in the name of the Corporation in such bank(s), trust company(s), or such other depository(s) as shall be selected in accordance with the Standing Rules of Order.
  - Shall maintain or cause to be maintained, a general ledger account record.
  - Shall prepare income/expense reports and attach a copy of the monthly bank statement for presentation at each regular Board of Directors meeting.
  - Shall be responsible for submission of the Annual Report to the Secretary of State’s Office.
  - Shall present the financial records for quarterly audit by the Bylaws and Audit Committee.
  - Shall be a signer on the Corporate bank account(s).
  - May sign, with any authorized officer, any corporate documents authorized by the Board of Directors.
  - Shall have the authority as may be delegated pursuant to ARTICLE III: CORPORATE AUTHORITY.
Rodeo Director
- - Shall oversee and ensure that the Rodeo Director Checklist (Appendix A – Standing Rules) items are completed prior to the MGRA, Inc. Show-Me State Rodeo.
  - Shall submit an initial rodeo budget for approval by the Board of Directors at or before the third board meeting following appointment.
  - Shall be chairman of the Rodeo Committee.
  - May sign, with any authorized officer, any corporate documents authorized by the Board of Directors.
  - Shall have the authority as may be delegated pursuant to ARTICLE III: CORPORATE AUTHORTIY.
  - Shall provide visiting organizations with information and assistance in lodging, rates, convenience of location, contact person(s) and phone numbers, and any other helpful information.
  - Shall recruit, coordinate, and support ample Rodeo event staff and Officials for all days of, prior to and following the Show-Me State Rodeo as needed.
Trustee
- - Shall serve as MGRA, Inc.’s liaison to IGRA according to IGRA Bylaws and Standing Rules.
  - Shall attend all IGRA Board, Divisional Trustee Meetings and Convention; or ensure that an alternate attend, following IGRA procedures for Alternate Trustees.
  - May request from MGRA, Inc. advance arrangements be made or reimbursement for travel and lodging expenses incurred by the Trustee or Alternate Trustee for each IGRA Board Meeting, Divisional Trustee Meeting and Convention attended.
  - Expenses paid by MGRA, Inc. for IGRA Board and Divisional Trustee Meetings and Convention should not exceed $2000.00 (Two-Thousand) dollars per year.
  - Shall be responsible for a summary report of IGRA Board Meetings and Convention to the Board of Directors and General Membership.
  - May sign, with any authorized officer, any corporate documents authorized by the Board of Directors.
  - Shall have the authority as may be delegated pursuant to ARTICLE III: CORPORATE AUTHORITY.
Ad-Hoc Members
- - - Are non-voting
    - May be called upon by voting members of the Board of Directors to serve as proxies in the event of an absence form a scheduled meeting.
    - May be appointed by the President to serve as proxies in the event of an absence of a voting member of the Board of Directors in order to fulfill a quorum.
    - Ad-Hoc Members include:
      - Committee Chairs
        
        Miss MGRA
        
        Mr. MGRA
        
        Ms. MGRA
        
        MsTer MGRA
        
        Committee members
Executive Board
- - - These Officers shall have the fiduciary responsibilities of the Corporation, sign corporate documents and contracts on behalf of the Corporation.
    - Shall have any other such authority pursuant to these Bylaws, Standing Rules, and duly enacted resolution of the membership, Board of Directors or pursuant to ARTICLE III: CORPORATE AUTHORITY.

Section 3: Terms

- President

a. Shall be elected in accordance with ARTICLE VIII: ELECTIONS AND APPOINTMENTS for a term of 2 (Two) years or until a successor is elected and in such a manner, that the term shall begin in January of even numbered years.

- Vice-President

- Secretary

- Treasurer

- Rodeo Director
  - - Shall be pointed in accordance with ARTICLE VIII: ELECTIONS AND APPOINTMENTS.
    - The appointment should occur at the first Board of Director meeting following the MGRA, Inc. Show-Me State Rodeo, and before the annual elections of officers in November.
    - The duration of the term shall be from the time of approval by the Board of Directors until the next Rodeo Director is appointed.
- Trustee
  - - Shall be appointed in accordance with ARTICLE VIII: ELECTIONS AND APPOINTMENTS.
    - The appointment should occur in the month of November before the annual elections of Officers.
    - The duration of the term shall be in accordance with IGRA Trustee terms of service (3 years) or until the next Trustee is appointed.
    - Immediate former executive members, if available, may remain on the Board and act in a non-voting advisory capacity, as needed for up to one year.

ARTICLE VI: MEETINGS

Section 1: General

The Corporation shall adhere to all laws and/or statues of the State of Missouri, present or future, pertaining to corporate open, special and executive meetings.
Minutes of all Board of Director, Special Membership Meetings of the Corporation shall be kept by the Secretary for inclusion into the corporate records.
All meetings shall be conducted according to ARTICLE X: PARLIAMENTARY AUTHORITY.
The membership rolls shall be open for inspection prior to any Board of Directors and Membership Meetings.

Section 2: Quorum

A quorum shall constitute a majority of the Board members be present in order to conduct business for Board of Director or Special Meetings.
At Membership, Standing Committee or other meetings, the members present shall constitute a quorum.

Section 3: Board of Directors

The Board of Directors should meet on the second weekend of every month except under special circumstances or at the call of the President.
The time and place of the meetings shall be mutually agreed upon.

Section 4: Membership Meetings

Meetings should be conducted the second weekend of the second month of each quarter.
The time and place of the meetings shall be set at the previous membership meeting.
The MGRA, Inc. newsletter and/or the website calendar, at least 30 days in advance, shall serve as the method of notification.
Shall be open to all MGRA, Inc. members in good standing and those interested in joining the association.

Section 5: Standing Committee Meetings

The Chairperson of any standing committee may call regular or special meetings of the committee of which they are the chair.
The time and place of the meetings shall be mutually agreed upon.

Section 6: Special Meetings
A. A Special Meeting may be called by any one of the following methods:

The President may call a special meeting of the Executive Board or the Board of Directors.
When a majority of the Officers direct the President to call a special meeting.
The general membership may direct the President to call a special meeting by submitting a petition, with the names and signatures of a majority of the members in good standing who are eligible to vote, at any regularly scheduled meeting of the Board of Directors.

ARTICLE VII: STANDING COMMITTEES

The following standing committees shall meet as needed or as directed by the President or Board of Directors.

Fundraising Committee
- Shall be chaired by the Vice-President.
- Current Miss, Mr., Ms., and MsTer including all runners-up and candidates shall be members of the committee.
- Responsibilities shall include planning of fundraising shows and events, coordinating the schedule of such with the Secretary.
Media/Public Relations Committee
- Shall be chaired by the Secretary.
- Current Miss, Mr., Ms., and MsTer including all runners-up and candidates shall be members of the committee.
- Any members in good standing may serve on the committee, subject to approval of the committee or Board of Directors.
- Responsibilities shall include establishing contacts and working relationships with other local groups and media in the community as well as for all promotional items of MGRA, Inc., example, t-shirts, logo pins.
Membership Committee
- Shall be chaired by the Membership Recruitment Chair.
- Any member in good standing may serve on the committee, subject to approval of the committee or Board of Directors.
- Responsibilities shall include recruitment and retention of the membership at large as well as planning membership recruitment drives.
- Shall serve as liaison to the Board of Directors representing the needs, concerns and suggestions of the membership at large regarding the Organization.
- Shall actively solicit new members.
- Shall chair the Membership Committee.
- Shall assist the Secretary in the production of the newsletter, if published.
- Shall promote enthusiasm throughout the Organization through the use of t-shirts, pins or other sundries.
- Shall be responsible for maintaining a membership roster and shall submit the most recent membership roster to the President, Secretary and Trustee via electronic mail prior to the meeting.
- Shall keep and send the Organization’s official membership roster to IGRA, pursuant to IGRA Bylaws and Standing Rules.
- Shall bring membership applications to the Board of Directors meetings for approval.
- Shall process all applications received from the Membership Committee within 10 (Ten) days of receipt and all monies shall be submitted to the Treasurer at or before the next meeting of the Board of Directors.
- Shall insure membership applications are available at all MGRA, Inc. events and also available at local bars, LGBTQ and LGBTQ friendly organizations and events throughout the MGRA, Inc. territory.
- Shall be responsible for coordinating with the Secretary a calendar of events and activities in which the general membership may participate.
- Shall submit at the conclusion of MGRA, Inc. events, membership fees and other monies collected by the Committee along with an accounts receivable/accounts payable breakdown to the Treasurer or another Executive Board member if the Treasurer is unavailable.
Rodeo Events/Entertainment Committee
- Shall be chaired by the Vice-President.
- Shall work in conjunction with the Rodeo Director in scheduling events and entertainment at the rodeo grounds.
- Current Miss, Mr., Ms., and MsTer including all runners-up and candidates shall be members of the committee.
- Any member in good standing may serve on the committee, subject to approval of the committee or Board of Directors.
- The Rodeo Director or the Assistant Rodeo Director may serve on the Committee.
- Responsibilities shall include instruction to members in rodeo and provide entertainment at rodeo and fundraising events. Additionally, the committee shall be responsible for carrying an open dialogue with other groups affiliated with IGRA to help formulate national competitive guidelines.
Dance Committee
- The Dance Committee chair shall be appointed by the Board of Directors at the first meeting of the calendar year.
- Any member in good standing may serve on the committee, subject to approval of the committee or Board of Directors.
- Responsibilities shall include instruction of members in country dancing events.
- The committee shall be responsible for maintaining an open dialogue with other groups affiliated with IGRA to help formulate national competitive guidelines.

Bylaw and Audit Committee
- Shall be chaired by the Bylaw and Audit Chair.
- Any members in good standing may serve on the committee, subject to approval by the committee or Board of Directors.
- Responsibilities of Bylaws shall include the following:
  - Maintain and publish the current Constitution and Bylaws of MGRA, Inc.
  - Maintain and publish the Standing Rules of MGRA, Inc.
  - Compose and/or propose amendments to the Bylaws or Standing Rules and present the new language to the Board of Directors.
  - Retain all previous versions of the Constitution, Bylaws and Standing Rules, including amendments and proposals for historical and record keeping purposes.
- For purposes of the audit, committee members shall consist of at least 2 (Two) members who are not signers on the Corporation bank(s), who are appointed for a period of 1 (One) year by the President.
- Shall audit the Treasurer’s books on a quarterly basis and make recommendations for additional controls if necessary.
- Shall initial on the face of the Treasurer’s report that no discrepancies have been noted.
- Shall make a written report available to all Board of Directors at the next scheduled meeting.
Nominations and Election Committee
- The Nominations and Election Committee shall consist of Chairperson and a minimum of 3 (Three) member in good standing.
- The committee shall be appointed by the President by the first of March or as required by needs of the business.
- The President shall not be a member of the committee.
- No member of the committee shall be on the Board of Directors, though members of the committee may be nominated for any office by the membership at large.
- In the event that a committee member is nominated for office, that member shall not participate in the handling of ballots or tabulation of votes for the office in which they are a candidate.
- Shall make, distribute, count and tabulate the ballots at the annual election of Officers and present to the President the names of the individuals who received a majority of the votes for each officer position on the ballot.

ARTICLE VIII: ELECTION AND APPOINTMENTS

Section 1: Election and Appointment Requirements

All candidates presented to the general membership for election to the Board of Directors must be a member in good standing of MGRA, Inc. for a period of no less than 6 (Six) months prior to November Officer Elections.
Board members may only fill 1 (One) Executive Board position at a time unless they are temporarily appointed the responsibilities of another Executive Board position until that position can be filled, with the exception of the Trustee or Rodeo Director.
Candidates shall not be on the Board of any other IGRA sanctioned Member Association.
A person convicted of a felony, on parole or probation is not eligible to be named as a candidate for election or appointment to the Board of Directors.
Candidates accepting a nomination to hold an office with MGRA, Inc. also agree to maintain member in good standing status as pursuant to ARTICLE II: MEMBERS, Section 1, B

Section 2: Nominations

Nominations for Officers shall be open to the membership and except as otherwise outlined in these Bylaws, shall be in accordance with ARTICLE X: PARLIAMENTARY AUTHORTY.
Nominations for Trustee will be accepted during the month of August of the last year of the Trustee’s term of office and shall be received by the Nominations and Elections Committee Chair not later than the last day of August.
Nominations for Rodeo Director will be accepted beginning the day after the close of the ShowMe State Rodeo and remain open until the next meeting of the Board of Directors.

Section 3: Election Dates

The Board of Directors shall set the date for elections a minimum of 45 (Forty-Five) days prior to the election.
The method of notification to the membership shall be via two of the following methods:
- The Association’s website
- Newsletter
- Email
- U.S. Mail
Elections should be conducted in the month of November.
In the event there is an unforeseen conflict, the Board of Directors may change the month with unanimous approval of the Board.

Section 4: Members Eligible to Vote
A. The right to vote in any election of the Corporation shall be reserved for all active members who are entitled by these Bylaws to a vote and who have paid in full all membership fees. B. There will be no absentee or proxy votes allowed.
Section 5: Election Process
A. Election of the Board of Directors officers and Standing Committee Chair shall be by secret ballot in accordance with ARTICLE X: PARLIAMENTARY AUTHORTY. B. A majority of the votes cast shall be necessary to elect.
C. In the event that no candidate receives a majority of the votes cast for a position on the Board of Directors, balloting shall be repeated as many times as necessary to obtain a majority vote.

Section 6: Vacancies and Appointments.

In the event of a vacancy of President.
- The Vice-President shall fill the vacancy.
- The new President shall appoint a temporary Vice-President.
- The appointee must accept all duties and responsibilities of the office vacated.
- The temporary appointment shall remain in effect until the next meeting of the Board of Directors, at which time, the Board shall vote on the appointment, or until a suitable candidate is appointed.
In the event of a vacancy or at the end of the Rodeo Director’s term:
- The Rodeo Director shall be appointed by the Board of Directors.
- The Board shall be canvassed for potential nominees.
- In the event that a nominee is not approved, the Board must repeat the nomination process until a suitable candidate can be appointed at the next consecutive meeting.
- In the event that there is not a rodeo held during the term of the Rodeo Director, the Board shall appoint a new Rodeo Director no later than 1 (One) year from the previous rodeo date.
In the event of a vacancy or at the end of the Trustee term:
- The vacancy shall be filled immediately if necessary by a member of the Board of Directors.
- A special meeting of the Board of Directors shall be called as expeditiously as possible to nominate a replacement Trustee.
- Duration of appointment shall be until the end of the current term.
- Prior to the end of the Trustee’s regular term, and before the election of Officers in November, the Board shall consider the nominees that were submitted before August 31st for appointment.
- In the event that a nominee is not approved, the Board must repeat the nomination process until a suitable candidate can be appointed at the next consecutive meeting. D. Any other Officers or Standing Committee Chair vacancies shall be filled if necessary by:
- Temporary appointment by the President.
- The appointee must accept all duties and responsibilities of the office vacated.
- The temporary appointment shall remain in effect until the Board of Directors meeting, at which time, the Board shall vote on the appointment or until a suitable candidate is appointed.

ARTICLE IX: CLUB INSIGNIA(S), COLORS, FLAG(S) AND BADGES

Section 1: General Rules

The MGRA, Inc. insignia and colors (Blue and Silver) established in 1986 shall remain as presented.
Any changes in and use of MGRA, Inc. insignia, letterhead, flags, banner, or colors must be approved by the Board of Directors.

ARTICLE X: PARLIAMENTARY AUTHORITY

A. The rules contained in the most recent edition of Robert’s Rules of Order, Newley Revised shall govern this Organization in all cases to which they are applicable and in which they are not inconsistent with there Bylaws and any special rules of order the Organization may adopt.

ACTICLE XI: AMENDMENTS OF BYLAWS

Section 1: Bylaws Amendments

These Bylaws except as otherwise stated, shall be governed by the provisions of the most recent edition of Robert’s Rules of Order, Newly Revised, and shall become effective immediately upon adoption and supersede all previous Bylaws.
After adoption, the Bylaws may be amended by either of the following methods:
- A vote of the members present at any regular or special meeting of the Board of Directors or membership meeting if the proposed amendment has been introduced in writing at a previous meeting or has been advertised to the membership in at least 2

(Two) of the following methods at least 14 (Fourteen) days in advance of the meeting.

- - The Associations Website
  - Newsletter
  - U.S. Mail
- By referendum of the membership.
Each copy of the Bylaws shall show the date of the last revision.
MGRA, Inc. will maintain a current copy of the Bylaws on the Association’s website, incorporating any modifications within 30 days of approval.

ARTICLE XII: FISCAL YEAR

A. The fiscal year of the Corporation shall begin on the first day of January and end at midnight on the thirty-first day of December.