ARTICLES OF INCORPORATION OF THE THOROUGHBRED CLUB OF AMERICA, INC.
As Amended September 1, 1989
KNOW ALL MEN BY THESE PRESENTS:
That we, JOHN A. BELL, III, CHARLES NUCKOLS, JR., A. J. OWENS, ALEX BOWER, JOHN CLARK, WILLIAM EVANS, OLIN GENTRY, DUVAL HEADLEY, CHARLES E. HAGYARD, HOWARD REINEMAN, and GEORGE SWINEBOARD, all of Lexington, Fayette County, Kentucky, do hereby associate ourselves together for the purpose of forming a mutual endeavor corporation, without capital stock and not organized for pecuniary profit under and pursuant to the provisions of Kentucky Revised Statutes 273.160 et seq.
ARTICLE I
The name of the corporation shall be THE THOROUGHBRED CLUB OF AMERICA, INC.
ARTICLE II
The objects and purposes for which this corporation is organized are to promote, foster, and encourage closer cooperation and better business relation in the thoroughbred horse industry; to provide a forum for the discussion and interchange of ideas, methods, and information relating to the raising, breeding, racing, and marketing of thoroughbred horses and to encourage public interest therein; to gather and disseminate such knowledge and information pertaining to the breeding, raising, and racing of thoroughbred horses of interest and value to persons having a common interest therein, and in general to endeavor in every proper and lawful way to promote better business conditions in said industry.
In furtherance of the forgoing objects and purposes, and in addition to the powers conferred upon such corporations by the laws of the State of Kentucky, the corporation shall have the power to contract in the name of the corporation to borrow or in any other lawful manner raise moneys for the purposes of the corporation; to acquire by gift, purchase or otherwise, and hold, own, develop, improve, operate, sell or lease, convey, mortgage or otherwise dispose of, for the purposes of the corporation, any interest estate and rights in real and personal property, and to have offices and promoted and carry on its objects and purposes within or without the State of Kentucky.
ARTICLE III
This corporation shall be authorized to begin business as soon as the Certificate of Incorporation is issued by the Secretary of State of the Commonwealth of Kentucky and its duration shall be perpetual unless sooner dissolved according to law.
ARTICLE IV
The principal office and place of business of the corporation shall be the Phoenix Hotel, Lexington, Fayette County, and the name and address of its resident agent for the service of process are Gayle A. Mohney, 310 First National Bank Building, Lexington, Kentucky.
ARTICLE V
The corporation is organized without capital stock, and no part of the net earnings of the corporation shall inure to the benefit of any member or individual, and no profit shall be disturbed or dividends declared to the members of the corporation.
Upon dissolution of the corporation, either voluntary or otherwise (except for purposes of reorganization or incorporation in order to continue the purposes of the organization, in which case the property of the corporation, shall be conveyed to the new organization), the assets remaining after all the debts have been fully satisfied shall be conveyed to and vest in such educational, scientific or charitable organizations exempt from the payment of Federal income tax as the Board of Directors shall designate, and in no event shall any member or individual receive any part thereof.
ARTICLE VI
The affairs of the corporation shall be managed by a Board of Directors consisting of eleven (11) members, of which the President, the Past-President, the Vice-President, and the Secretary-Treasurer shall be members ex officio and seven (7) members of the Board shall be elected at the annual meeting of the members to serve until their successors are elected and qualify. The names and addresses of the members of the first Board of Directors of the corporation to serve until the next annual meeting of the members are as follows:
- John A. Bell, III, Bryant Road, Lexington, Kentucky
- Alex Bower, Brannon Road, Nicholasville, Kentucky
- John Clark, Versailles Road, Lexington, Kentucky
- William Evans, Breeder's Sales Company
145 East High Street, Lexington, Kentucky
- Olin Gentry, Danada Farm, Lexington, Kentucky
- Dr. Charles E. Hagyard, 145 East Short Street, Lexington, Kentucky
- Duval Headley, Rice Pike, Lexington, Kentucky
- Charles Nuckols, Jr., Midway, Kentucky
- A.J. Owens, 157 Forest Avenue, Lexington, Kentucky
- Howard Reineman, Crown Crest Farm, Newtown Pike, Lexington, Kentucky
- George Swineboard, 137 Tahoma Road, Lexington, Kentucky
The Board of Directors shall have power to adopt rules and regulations for the management of the corporation not inconsistent with these Articles nor with the laws of the Commonwealth of Kentucky.
The Board of Directors shall elect such officers as the By-Laws may specify, who shall, subject to the provisions of the Statutes, have such titles and exercise such duties as the By-Laws may provide.
ARTICLE VII
The members of the corporation shall consist of the subscribers to the Articles of Incorporation; such members of The Thoroughbred Club of America, as voluntary, unincorporated association and predecessor of this corporation, who may elect to become members of this corporation; and such additional persons as shall be elected from time to time in the manner provided in the By-Laws.
ARTICLE VIII
Neither the members of the corporation nor the officers or directors shall be personally liable for any debt or obligation of the corporation.
ARTICLE IX
The liability of each and all of the directors of this Corporation shall be and is hereby limited to the greatest extent permitted by law and no director of the Corporation shall be liable to the Corporation or its members for monetary damages for breach of such director's duties as director except for the following (which exceptions shall be construed as narrowly as legally permissible):
- For any transaction in which the director's personal financial interest is in conflict with the interests of the Corporation
- For acts or omissions not in good faith or which involve intentional misconduct or are known to the director to be a violation of law; or
- For any transaction from which the director derives an improper personal benefit.
BY-LAWS OF THE THOROUGHBRED CLUB OF AMERICA, INC.
Adopted July 12, 1962
Restated in their entirety June 1, 2002 and June 1, 2006, and February 16, 2023
Restated in Part, May 1, 2008, May 23, 2013, November 21, 2013, and August 26, 2021
ARTICLE I
Offices
Section 1.01 Principal Office. The address of the principal office of The Thoroughbred Club of America, Inc. (hereinafter called the “Corporation” or the “Club”) shall be located in the City of Lexington, Kentucky. The Corporation may have such other offices, either within or without the Commonwealth of Kentucky as the board of directors of the Corporation (the “Board of Directors”) from time to time shall determine or the business of the Corporation may require.
Section 1.02 Registered Office. The registered office of the Corporation shall be located in the Commonwealth of Kentucky.
ARTICLE II
Meetings of Members
Section 1.01 Annual Meeting. There shall be an annual meeting of the Members at such time and place as the Board may determine. In addition to such regular meeting, other meetings may be held as the President may direct. Notice of all meetings, stating the time, place, and proposed program shall be mailed by the Secretary-Treasurer, or his or her assistant, to Club Members at least five (5) days before such meetings.
ARTICLE III
Officers
Section 1.01 Positions and Terms of Office. The officers of the Club shall include a President, Vice President, Secretary-Treasurer, Sergeant-at-Arms, and such honorary Vice President(s) as may be elected. The President and Vice President shall each serve for a term of two (2) years. The term for Secretary-Treasurer and Sergeant-at-Arms shall be for three (3) years. No officer may succeed himself/herself in his or her position as officer but may be elected to another office or as a director.
Section 1.02 Removal and Resignations. Any officer of the Club may resign at any time by giving written notice of his or her resignation to the President. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Should any vacancy occur among the officers, the position shall be filled for the unexpired portion of the term by appointment made by the Board of Directors.
Section 1.01 Powers and Duties. The Officers of the Corporation shall have such powers and duties, except as otherwise provided by the Board of Directors and these By-Laws, as generally pertain to their respective offices and such other power and duties as from time to time may be prescribed by the Board of Directors. In furtherance and not in limitation of the generality of the foregoing, and subject to the direction of the Board of Directors, the powers and duties of the respective Officers shall be as follows:
- The President. The President shall preside at all meetings of the Club and meetings of the Board of Directors; he shall appoint all committees he may deem necessary for the operation of the Club to include, without limiting thereby, a House Committee, Program Committee, Nominating Committee and Election Committee; he shall, together with the Secretary-Treasurer, sign all bonds, contracts, leases and/or other papers executed in the name of the Club; he shall serve as spokesman and representative of the Club or appoint a qualified Club member to serve at any meeting or turf officials or turf organizations as the Board of Directors may direct; he shall perform all other duties incidental to his office.
- Vice President. The Vice President shall perform all duties of the President in the absence or disability of the President, and he shall serve as chairman of the Program Committee, which shall be responsible for all programs presented at Club meetings. In the event both the President and Vice President are absent or unable to perform their duties, the Board of Directors shall appoint a President Pro Tempore.
- Secretary-Treasurer. The Secretary-Treasurer shall have charge and custody of all money, bills, notes, and/or other papers belonging to the Club and he shall do with same as may be ordered by the Board of Directors; he shall present an annual audited financial report to the Board of Directors by August 31 each year; and he shall mail all notices required hereunder. The Board of Directors may appoint an assistant Secretary-Treasurer to perform any or all of these duties. All monies received by the Club shall be deposited in the Club’s bank account. Checks shall be drawn with signatures determined by the Board and not to exceed $5,000.00 without written approval of either the President, Vice President, or Treasurer.
- Sergeant-at-Arms. The Sergeant-at-Arms shall be responsible for the maintaining of order at all meetings of the Club.
ARTICLE IV
Board of Directors
Section 1.01 General. The Club shall be governed by a Board of Directors consisting of the President, Vice President, Immediate Past President, Secretary-Treasurer, Sergeant-at-Arms, and seven (7) directors. The affairs and property of the Club shall be managed by or under the direction of the Board of Directors subject to applicable law and in accordance with the purposes set forth in the Articles of Incorporation and herein.
Section 1.02 Election and Term of Office. The Directors shall be elected pursuant to Article V of these By-laws, for three-year terms as follows:
- Three (3) Directors being elected in year one (1);
- Two (2) Directors being elected in year two (2); and
- Two (2) Directors being elected in year three (3).
- Section 1.03 Meetings. The President will attempt to call a meeting of the Board of Directors every ninety (90) days, but in no instance shall the time interval exceed one hundred twenty (120) days. The said meeting will be held at the Thoroughbred Club of America located in Lexington, Kentucky. Additional meetings of the Board of Directors may be called by the President upon due notice of time, place and purpose thereby. Six (6) members of the Board of Directors shall constitute a quorum of any meeting.
Section 1.04 Meeting by Remote Communication. Any one or more members of the Board or any committee thereof may participate in a meeting of the Board or such committee by means of a conference telephone, video conference, or similar communications equipment. Participation by such means shall constitute presence in person at a meeting provided that all persons participating in the meeting can hear each other at the same time and each Director can participate in all matters before the Board, including, without limitation, the ability to propose, object to, and vote upon a specific action to be taken by the Board or committee.
Section 1.05 Vacancy. In case any vacancy is created on the Board of Directors by reason of death, resignation, or otherwise, such vacancy shall be filled for the unexpired term by a person chosen by a majority vote of the Board of Directors.
ARTICLE V
Elections
Section 1.01 Nomination Process. Officers and directors shall be elected by Club Members by ballot during March of each year. Nominations for officers and directors shall be made on or before December 1 of the preceding year by a Nominating Committee which shall consist of five (5) individuals appointed by the President; provided, however, that at least two (2) members of the Nominating Committee must be non-director Club Members. Each Club Member may make additional nominations for officers and directors, but only with the written approval of at least one hundred (100) Club Members. Only Club Members shall be eligible for such nomination.
Section 1.02 The Nominating Committee shall nominate only the current Vice President for the position of President for the succeeding year; in the event of such nominee’s death, illness or inability to serve for any reason, the Nominating Committee shall nominate two (2) other persons for the position of President.
Section 1.03 The Nominating Committee shall nominate such persons it deems appropriate for the positions of Vice President, Honorary Vice President, Secretary-Treasurer, and Sergeant-at-Arms. The Nominating Committee also shall nominate for each one (1) position of Director that is up for election.
Section 1.04 Ballots listing the names of persons nominated by the Nominating Committee for the positions of officers and directors shall be mailed electronically by the Club to all Club Members in good standing at their last known email address.
Section 1.05 Each Club Member shall have the right to cast one (1) vote. Club Members may vote by means of the electronic, telephonic or other communication facility that the Club has made available for that purpose. To be valid, votes must be cast on the ballots furnished by the Secretary-Treasurer and must be received by the Secretary-Treasurer, by mail, electronic means, or hand delivered within such reasonable guidelines as the Secretary-Treasurer shall deem appropriate.
Section 1.06 The President shall see that the ballots are property counted and shall report to the Board the names of persons receiving the majority votes for each position. Such persons shall thereupon be declared duly elected to the positions set beside their names. Newly elected officers and directors shall be installed in office as the Board may determine appropriate.
ARTICLE VI
Membership
Section 1.01 Qualification for Membership. To qualify for Club Membership, a person must either have direct involvement in the American Thoroughbred industry, including as a breeder, owner, trainer, or other professional position, or must have demonstrated a history of providing tangible support and promotion of the industry through personal or professional participation, and must be deemed by the Board to be congenial with the Club Membership and its staff. There shall be three (3) classes of Club Membership, individual membership, joint membership, and junior membership. Individual membership shall be available to any person who is otherwise eligible to be a member of the Club and shall entitle an individual member to full membership rights in and to the Club as set forth herein. Joint membership shall be available to any lawfully married couple, each of whom is otherwise eligible to be a member of the Club and shall entitle each spouse to full membership rights in and to the Club as set forth herein. Junior Membership shall be available to any person who is thirty (30) years of age, or younger, upon the date of application, and is otherwise eligible to be a member of the Club and shall entitle a junior member to full membership rights in and to the Club as set forth herein. Dues for individual members, joint members, and junior members shall be determined by the Board.
Section 1.02 Application Process. Nomination for Club Membership shall be made in writing on a form furnished by the Executive Director, signed by the sponsoring Club Member and endorsed by two (2) other Club Members. Each applicant shall designate on such writing whether such applicant is applying for individual membership or whether such applicant is applying, with his or her spouse, for joint membership. In the event an applicant is applying for joint membership, the applicant’s spouse shall also be listed on such writing. In addition to this application the sponsor should provide a letter of recommendation to attest to their personal association and or knowledge of this applicant (and, if applicable, this applicant’s spouse) for the board’s introduction and review. The application must be filled out completely before it can be submitted to the board for approval. Any Club Member acting as a sponsor or endorser is personally certifying that they know the applicant and that they believe the applicant is suitable for membership based on the qualifications required under these Bylaws.
Section 1.03 Election. Election to Club Membership shall be by a unanimous vote of the Board of Directors, present and voting at a meeting of the Board of Directors at which a quorum is present.
Section 1.04 Membership Term. The membership term is for a calendar year. Members’ dues will be invoiced in November of the current year and must be paid in full by December 31 for the succeeding calendar year. If payment is not received by December 31, a second notice shall be mailed, notifying such Club member that his or her membership is subject to expiration with no further notice.
Section 1.05 Expulsion. A member may be expelled from the Club upon a two-thirds (2/3) vote of the Directors present at any duly called meeting. Such expulsion may be for any reason, arbitrary or otherwise, except that no expulsion shall occur on account of race, color, creed, religion, gender, or age. The decision of the Board shall be final.
ARTICLE VII
Honorary Life Membership
Section 1.01 Honorary Life Membership in the Club shall be awarded each year to a person who, in the opinion of the Board of Directors, has rendered outstanding service to or contributed toward the betterment of the sport of Thoroughbred racing or Thoroughbred breeding. Each Honorary Life Member shall be recognized as Guest of Honor at a Testimonial Dinner held every year. Honorary Life Members shall have all privileges of the Club and shall be exempt from payment of dues.
ARTICLE VIII
Emblem
Section 1.01 The official emblem of the Club shall be a replica of Edward Troye's painting of Lexington, bay colt (1870-1875), by Boston out of Alice Carneal.
- Each Club Member shall be presented with a bronze replica.
- Each Honorary Life Member shall be presented a gold replica bearing the words, “Life Member”.
- Each President shall be presented a gold replica to be worn during his tenure in office, bearing the word, “President”.
- Each past President shall be presented with a gold replica bearing the words, “Past President”.
- Each of the following named charter members who founded the Club in March of 1932, shall be presented with a gold replica bearing the words “Charter Member”: Thomas Piatt, Dr. E.W. Hagyard, Eugene Gorham, Roy Farmer, Thomas Carr Piatt, Samuel M. Look, E. Gay Drake, Tom B. Young, Jack S. Young, Piatt Steele, Neville Dunn, James W. McClelland, Dr. Charles E. Hagyard, Skillman Gorham, and Harrie B. Scott.
ARTICLE IX
Indemnification of Directors and Officers
Section 1.01 Each director and officer now or hereafter in office and his or her heirs, executors, and administrators, shall be indemnified by the Corporation against all costs, expenses and amounts of liability therefore, including counsel fees, reasonably incurred by or imposing upon him or her in connection with or resulting from any action, suit, proceeding or claim to which he or she may be made a party, or in which he or she maybe or become involved by reason of his acts of omission or commission, or alleged acts of omission or commission as such director or officer or, subject to the provisions hereof any settlement thereof, whether or not he or she continues to be such director or officer at the time of incurring such costs, expenses, or amounts, and whether or not the action or omission to act on the part of such director or officer, which is the basis of such suit, action, proceeding or claim, occurred before or with respect to any matter as to which such director or officer shall be finally adjudged in such action, suit or proceeding to have been individually guilty of willful misfeasance or malfeasance in the performance of his duty as such director or officer, and provided, further that the indemnification herein provided shall, with respect to any settlement of any such suit, action, proceeding or claim, when in the judgment of the Board of Directors of the Corporation, such settlement and reimbursement appear to be for the best interest of the Corporation. The foregoing right of indemnification shall be in addition to and not exclusive of any and all other rights as which any such director or officer may be entitled under any insurance, agreement, vote of members or otherwise.
ARTICLE X
Amendments
Section 1.01 These By-Laws may be adopted, amended, supplemented or repealed by a two-thirds (2/3) vote of the Board.
ARTICLE XI
General Provisions
Section 1.01 Fiscal Year. The fiscal year of the Corporation shall be the calendar year unless otherwise provided by the Board.
Section 1.02 Code of Conduct. The Club and its Members shall follow the policies and procedures set out in the Code of Conduct, attached hereto as Exhibit A, as amended from time to time, and incorporated into these By-Laws by reference.
Section 1.03 Checks. All checks or demands for money and notes of the Corporation shall be signed by such Officer or Officers or such other person or persons as the Board of Directors may from time to time designate.
Section 1.04 Contracts/Agreements. The Board of Directors shall determine who shall be authorized in the Corporation's behalf to sign contracts and agreements.
Section 1.05 Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may designate.
Section 1.06 Books and Records. The books of the Corporation, except as such as are required by law to be kept within the Commonwealth of Kentucky, may be kept at such place or places within or outside of the Commonwealth of Kentucky as the Board of Directors may from time to time determine.
Section 1.07 Electronic Signatures. Wherever a written instrument is required to be executed hereunder, an electronic signature, to the extent permitted by applicable law, shall be deemed to be a written signature.