The Foundation Foxtrotter Heritage Association shall work with respect for the Missouri Fox Trotting Horse Breed Association and vows not to perform, cause, or allow any actions which might demean, embarrass, or bring harm to the breed, it's reputation, or it's membership.

The Foundation Foxtrotter Heritage Association shall be recognized as a sovereign entity governed by by-laws, rules and regulations developed by valid members of the Foundation Foxtrotters Heritage Association to the exclusion of all outside organizations to include that of the Missouri Fox Trotting Horse Breed Association. The organization, development, management and control of the Foundation Foxtrotters Heritage Association, shall remain separate and independent of the Missouri Fox Trotting Horse Breed Association with the intent of being an asset to the MFTHBA.

ARTICLE I

Section 1. Name:
Be it understood and accepted as legal fact the name of this organization shall hereafter be known as the FOUNDATION FOXTROTTER HERITAGE ASSOCIATION.

ARTICLE II

Section 1. Purpose:
1. The purpose of this organization is to recognize, preserve, promote, perpetuate the foundation style Missouri Foxtrotting horse as a specific group selected from among the general population of horses registered with the Missouri Foxtrotting Horse Breed Association.
2. To develop, maintain and make available to members a data base of eligible and approved horses. Calculate the trot to pace ratios of each approved horse by use of the V-factor formula. Assign such V-factor numbers to each subject horse. Maintain records of V-factors and an ongoing data base of same.
3. Create, develop and maintain a stud book for the registration of qualified horses and their qualifying offspring.
4. Promote public awareness and publish periodic advertising and/or articles describing, defining, and/or reporting information regarding the foundation type Missouri Foxtrotters and or the Foundation Foxtrotter Heritage Association.
5. Develop and maintain a user friendly internet web page for the promotion of the Foundation Missouri Foxtrotters including lists of breeders or promoters (must be members in good standing), of the Foundation Foxtrotting Horses. To promote sales of Foundation Foxtrotters offered for sale by members in good standing.
6. Develop and maintain a record of members in good standing.
7. Develop, organize and/or promote activities and /or shows based upon standards set down in the by-laws and/or rules of the Foundation Foxtrotter Heritage Association as the Advisory Commission and/or membership approves, and/or requests, aiming to enhance awareness and advancement of the Foundation Foxtrotting Horse as an athletic, utility horse.
8. To own, lease, and/or maintain a permanent office site, post office box, telephone number, bank account, and safety deposit box in the organization name.
9. To recognized and/or issue certification of regional affiliates or clubs which promote, exhibit, breed or maintain registered Foundation Foxtrotter Heritage Association horses, and to assist such affiliates in organizing registry approved activities or promotions.
10. To issue certificates of registry to qualified horses which in includes breeder's name, owner's name, pedigree information and pertinent details of the subject horse; and maintain a record of transfers of ownership.

Section 2. Stock Options:
The Foundation Foxtrotter Heritage Association shall not issue stocks or shares. Members shall not be entitled to dividends, pay backs, or any other form of remuneration or compensation for being members. The Foundation Foxtrotter Heritage Association reserves the right to only compensate members for contracted services rendered which shall include but not be limited to association approved wages or compensation for paid official offices within the Association where applicable.

ARTICLE III

Section 1. Offices:
The Foundation Foxtrotter Heritage Association shall maintain a permanent office registered in accordance to applicable state law. An agent approved and appointed by the Foundation Foxtrotter Heritage Association shall maintain an office at the same address. Said agent shall carry the title of MANAGING DIRECTOR of the Foundation Foxtrotter Heritage Association.

Section 2. Duration:
The duration of the Foundation Foxtrotter Heritage Association shall be perpetual or until such time the voting membership determines to dissolve, change, or amend the association.

ARITICLE IV

Section 1. Membership:
Full membership in the Foundation Foxtrotter Heritage Association requires ownership of Missouri Foxtrotting Horses registered with the Foundation Foxtrotter Heritage Association. Associate memberships may be extended to persons interested in Missouri Foxtrotting Horses and/ or Foundation type Missouri Foxtrotting horses; Corporations or other organized entities interested in the preservation of the Foundation Foxtrotter Horse, and is not reliant upon horse ownership.

Membership requires that all parties, entities, or corporations pay and remain current in membership dues in accordance with the rules and/ or by-laws of the Foundation Foxtrotter Heritage Association. Such parties, members, entities and/or corporations must have no judgments, restrictions, sanctions or citations against them pertaining to Foundation Foxtrotters or Missouri Foxtrotters in order to be declared valid and active members or to maintain full membership rights.

Section 2. Voting :
Voting rights shall be limited to FULL members in good standing who own or have recorded interest in at least one Foundation Foxtrotter Heritage Association horse registered with the Association. Associate Members are not entitled to voting privileges. No more than two voting memberships shall be issued to one registration. Corporate memberships in good standing are entitled to one vote provided said corporation has at least one Foundation Foxtrotter Heritage Association horse registered in it's name to the exclusion of any full member in good standing name. Persons representing Corporations forfeit their personal right to vote in lieu of that of the corporation vote.

Section 3. Meetings:
Monthly meetings via internet access, either chat room or satellite conferencing, shall be held between the Advisory Commission and the Managing Director . Meeting times and dates shall be emailed to each adviser no less than seven days prior to the scheduled meeting time and date.

At least one open membership meeting shall be held each month via internet chat room or other mode dependent upon availability, with the Managing Director moderating. These meetings shall be considered as work shop meetings for the purpose of getting membership input as to changes, advancement, or additions to current Association; to discuss ideas, suggestions and situations having to do with the Association and shall not be for chatter or personal discussion. General membership meetings shall not be voting meetings.

Meetings shall be deemed validly called to order when the majority of advisers are present and available to participate in discussion. Exceptions may be made to accommodate the European region due to international time differences whenever necessary.

Minutes shall be taken at each meeting and published in subsequent News Letters and the on-line web page.

All meetings shall be governed by Robert's Rules of Order. The Managing Director shall moderate all meetings and shall be charged with keeping order and decorum at any and all meetings and shall have the right to dismiss, eject, or block any participant that becomes disruptive, abusive, or out of order during proceedings.

Physical meetings shall be held at such time the Association procures or establishes a physical site or location to accommodate such meetings. Any such meetings shall be officiated and operated under the same rules established for on-line meetings.

Section 4. Special Meetings:
Special meetings may be called by either the Managing Director or the Advisory Commission, or upon application of at least 10% of the members in good standing submitted to the Secretary of the Association. Special meetings may be of the Advisory Commission in private, or may be general and open to full membership. Special meetings applied for by the membership must be held within 60 days of the date the petition was received and recognized by the Advisory Commission, and/or the Managing Director.

Section 5. Quorum:
Five percent of the membership shall constitute a quorum at any open, physical meeting. If a quorum is not present at any meeting, the Managing Director or Advisory Commission my adjourn the meeting. A quorum is not required to validate on-line meetings.

For voting protocol, a Quorum shall constitute the number of returned ballots representing the membership of good standing.

ARTICLE V

Section 1. Officers:
The officers of this organization shall be a Managing Director, an Advisory Commission, and a Secretary/Treasurer

Section 2. Advisory Commission:

The Advisory Commission shall consist of a 13 member panel elected by the members in good standing in such a manner:

An Advisory Commission shall be made up of elected representatives from ten different regional areas and three at large advisors. Each region shall elect a representative from among their members in good standing to represent them and their wishes on the Advisory Commission. Regions with fewer than ten members in good standing from which to select a representative shall be represented by a member in good standing appointed by the Advisory Commission and approved by the Managing Director of the Foundation Foxtrotter Heritage Association.

At large Advisors shall be elected by the majority vote of the full membership in good standing. Advisors at large shall serve a term of three years with one Advisor being elected at each election. No at large Advisor shall serve more than two consecutive terms.

The number of Advisors or Regions may from time to time be amended or altered to reflect the needs and population of the registry but shall always be an even number.
To be elected a candidate must receive a simple majority vote of the members of good standing within his/her respective region. Should a majority not be achieved, the candidate with the greatest number of votes shall be declared the winner.

Each regional Advisor shall be elected for a term of three years each. No Advisor shall serve more than two consecutive terms. Exceptions to this term limitation may be made only with the majority vote of the Advisory Commission and approval of the Managing Director.

Elections shall be staggered whereby no more than 3 of the regions hold elections each year. One At Large Advisor shall be elected in each election whereby there will always be two experienced Advisors on the Commission at all times.

Advisors may be voted out of office by a majority vote of the members in good standing from the region the advisor represents. Advisors may be expelled from the Commission by a majority vote of the Advisory Commission for conviction of a crime, proven illicit or illegal actions within the Association, for being found guilty by the Advisory Commission of taking bribes, swaying votes by pressuring or intimidating other Advisors, or for actions unbecoming a representative and/or respectable citizen.

The Advisory Commission shall be responsible for meting out discipline, sanctions, punishments and/or penalties for infractions of Association rules and regulations. The Commission shall hear and be charged with mediating or resolving complaints or disagreements between members, affiliates, clubs and/or applicants for membership.

The Advisory Commission's decisions must be made by majority vote of the Commissioners in attendance at the time a complaint comes before the Commissioners. Issues, complaints and/or mediations shall be conducted only after a reasonable time has been allowed for researching and thoroughly investigating the issues or problems.

In all cases of dispute or situation requiring mediation or adjudication, the Commissioners are charged with notification to all parties involved before any action or public comment shall be made. All parties concerned in any situation, mediation or adjudication requiring the mediation or adjudication of the Advisory Commission, shall be notified in writing, delivered by certified mail with return receipt, as to any upcoming public mention of the situation involving them, their name, or their work before any action shall be made.

Should a certified letter be undeliverable, or should the party concerned fail to notify the Commission of his or her intent to attend such meeting, then the Commissioners shall conduct their investigation and carry out judgment without further notice in private and out of public hearing or view. Notification of any determination and/or action as a result of such meetings shall be sent via certified mail to all parties concerned in the dispute or situation within 3 working days of such determination.

Any member subject to disciplinary action or sanction or punishment shall have 30 days in which to make an appeal in writing to the Advisory Commission. The Advisory Commission shall entertain appeals only in cases where new evidence is made available.

The Advisory Commission shall develop and recommend rules, regulations, statutes, by-laws, and/or changes to any of the above which shall be brought to a vote of the membership.

The majority vote of the Advisory Commission may authorize any officer, officers, or agents, or the corporation to enter into any contract or execute and deliver any instrument in the name of and on the behalf of the corporation, and such authority may be general or confined to specific instances.

Any improvement, development or expenditure requiring more than $ 5,000.00 must be brought to the vote of the members in good standing and must receive a majority vote in favor of the expenditure prior to the Advisory Commission approving such expenditures.

The Advisory Commission shall be responsible for selecting and monitoring any and all judges selected or contracted to officiate over shows or activities of the Foundation Foxtrotter Heritage Association.

Revision of any disciplinary action shall require petition by the disciplined party to the Advisory Commission. The Advisory Commission shall hear any new evidence or argument with regard the issue or case. Should the Advisory Commission deem the original disciplinary action unjust or excessive, such action may be revised or abolished by a vote of 80% of the Commission members.

The Advisory Commission may from time to time create committees for purposes of smoother function of the Association and closer contact with the membership. The Advisory Commission by a majority vote shall appoint .Chairpersons and members of such committees.

The Advisory Commission may, by a 2/3 vote, disband any committee felt to be redundant or ineffective and may remove from any committee any member found to be abusive, absent, or derelict in his/her duties and may replace such members as needed.

Section 3. Regional Representation:
For purposes of representation the Foundation Foxtrotter Heritage Association shall develop ten regions. Each region shall elect by majority vote, one Advisor to the Advisory Commission. Each region is also encouraged to form an affiliate organization whereby members may make contact with other members in the region to discuss interests, problems, needs, desires and concerns with regard to the Foundation Foxtrotter Heritage Association, it's function, scope, goals, and structure. Regional Advisors shall bring such wishes, problems, needs or concerns to the Advisory Commission for resolution or implementation. Clubs and/or affiliate organizations shall be recognized by the Foundation Foxtrotter Heritage Association and shall be kept informed of matters concerning the Organization in general and their region specifically via reports from their specific Advisor.

The regions of representation shall be constructed as follows:

Region #1: Shall be comprised of:
Alaska, Washington, Oregon, Idaho, Montana, Wyoming

Region #2:
California, Nevada, Arizona, Utah, Hawaii

Region #3:
New Mexico, Colorado, Texas, Oklahoma, Kansas

Region #4:
Arkansas, Missouri, Louisiana, Mississippi, Alabama, Tennessee

Region #5:
Illinois, Indiana, Michigan, Ohio, West Virginia, Kentucky

Region #6:
Iowa, Wisconsin, Nebraska, Minnesota, South Dakota, North Dakota

Region #7:
Virginia, Washington D.C., North Carolina, South Carolina, Georgia, Florida
Region #8:
Maine, New York, Pennsylvania, Connecticut, Rhode Island, Massachusetts, New Jersey, Maryland, Delaware, Vermont, New Hampshire

Region#9:
Canada

Region #10:
Europe

All regions shall enjoy equal participation, recognition, and voting rights no matter what the population of any respective area. The Advisory Commission has the right to coin new regions from time to time as membership warrants. All new regional divisions must be approved by a majority vote of the Advisory Commission.

Section 4. Managing Director:
A managing director shall be elected by the members in good standing for a term of five years. No director shall serve more than two consecutive terms.

The Managing Director shall be responsible for breaking ties in votes of the Advisory Commission and shall be a liaison between the members, staff, and Commission.

Managing Director shall oversee the internal operation of the Association and registry, make executive decisions with regard to the daily running and operation of the Association office; be responsible for the hiring and firing of specific office staff, and oversee other offices such as that of Treasurer, Secretary, etc. in order to keep all officials informed and directed in the process of their respective duties.

The Managing Director shall be charged with researching and locating avenues for advertising, promotion, and marketing of Foundation Foxtrotter Heritage Horses and shall be responsible for maintaining and updating data and information for the Association data bases, Association Web page with regard to membership pages, updates to Association information, and the scheduling and procurement of web page updates.

The Managing Director shall be responsible for settling or resolving personal disputes between members of the Advisory Commission or office staff.

The Managing Director shall deliver a monthly statement of affairs to the Advisory Commission at the regular meeting in order to keep all members of the Commission up to date and apprised of the business of the Association.

Should for any reason the Managing Director be unable to fulfill his/her full term of office, a substitute Managing Director shall be appointed by the majority vote of the Advisory Commission to serve until the next regular election provided there is adequate time for candidates for office to prepare and campaign. Should adequate time not be available for candidates to prepare and campaign for office, then the temporary Managing Director shall serve until the following election. Adequate time shall constitute no less than 30 days nor more than three months.

A Managing Director may be voted out of office by a two thirds vote of the Advisory Commission, or by a majority vote of the members in good standing.

Section 5. Treasurer:
A treasurer or professional bookkeeper/accountant shall be appointed by the Advisory Commission to maintain a thorough and up to date record of Association cash flow, expenditures, fees, dues, and or any other income or outlay of funds.

The treasurer shall perform the normal duties of such an office with the exception of deposits to Association bank accounts which may be made by the Managing Director due to logistics.

The treasurer, bookkeeper or accountant shall be bonded and continuously remain bonded for no less than $10,000.00 or the equivalent of one year's average bank balance, which ever amount is higher.

Section 6. Checks and Drafts:
All checks, drafts, or any other orders for the payment of money, notes, or other evidences or indebtedness issued in the name of the corporation, shall be signed by the Treasurer, accountant or bookkeeper AND the Managing Director of the Association as a check and balance for accuracy.

A detailed and full account of all financial activity shall be made monthly to the Advisory Commission and a condensed account shall be published for the membership in the News Letter.

Section 7: Deposits:
All funds of the Association shall be deposited to the credit of the Association in such banks, trust companies, or other depositories as the Advisory Commission deems suitable.

Section 8. Gifts:
The Advisory Commission and/or Managing Director may accept contributions, gifts, bequests, or device for the general purposes or for any special purpose of the Association on the behalf of the Association. Such contributions, or any monetary gifts or bequests shall be deposited in one or more of the Association's bank accounts and reported at the next meeting of the Advisory Commission.

Section 9. Books and Records:
The Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of it's members and Advisory Commission, and shall keep at registered or principal office a report giving the names and addresses of the members. All books and records of the Association may be inspected by any member, or his/her agent or attorney for any proper purpose by appointment agreed upon by the member and the Managing Director.

ARTICLE VI

Section 1. Dues and Fees:
Dues shall be paid as follows: Membership fees in the Foundation Foxtrotter Heritage Association shall be the sum of $35 per year, and lifetime memberships shall be issued for the sum of $300 each. Lifetime memberships may be made in $100 increments spanning 3 months. Failure to complete payment at this rate shall result in the paid amount being applied to annual dues. No grace period shall be allowed.

Full membership is limited to adults aged 18 years or older and requires the ownership or recorded ownership interest in at least one registered Foundation Foxtrotter Heritage horse. Should a Lifetime member at any time fail to own or have legal ownership interest in a registered Foundation Foxtrotter Heritage horse, that member shall be excluded from voting rights until such time he/she once again can prove ownership in a registered Foundation Foxtrotter Heritage horse.

Family memberships shall be 105.00 per year or the equivalent of three annual memberships. Family memberships shall include minor children under age 18. Family memberships are entitled to only ONE vote per household.

Youth membership shall be $25 per year. Qualifying youth must be under age 18 and shall not be entitled to voting rights.

Corporate membership dues shall be $105 per year or the sum of three membership fees; Corporate memberships shall not be eligible for lifetime membership. Corporate memberships are entitled to only ONE vote.

Associate Membership dues shall be $35 per year or $300 for a Lifetime membership. Should an Associate Member acquire ownership in a qualifying Foundation Foxtrotter Heritage Association registered horse and wish to become a voting member, he/she shall be allowed to convert the membership to Full membership for a transfer fee of $10. Associate memberships are not entitled to a vote.

Memberships in the Association shall be non-transferable and non-refundable. The cost for membership may change from time to time by a majority vote of the membership, but no more frequently than three year intervals.

Annual dues shall become due and payable in June of each calendar year. Delinquent dues shall accrue late fees in the sum of $5 per month for each month they are not paid with a maximum late fee not to exceed $25. New memberships shall be pro-rated to June in the second year of membership and shall become due and payable in June thereafter.

ARTICLE VII

Section 1. DEFINITION OF FOUNDATION HORSES:
Approved Foundation horses shall be those horses registered with the Missouri Foxtrotter Horse Breed Association that have pedigrees containing no more than 50% Tennessee Walking Horse blood that meet the requirements for registry as set forth in the rules and regulations determined by the Advisory Commission .

Foundation horses must be registered with the Foundation Foxtrotter Heritage Association in order to be able to claim foundation status.

The percentage of Tennessee Walking Horse blood in any given horse shall be determined by the factoring of fifth and tenth generations of a pedigree by a trained pedigree inspector. The value of the factoring process shall be known as the "V-FACTOR". All eligible horses must have a V-factor of 128 or below in order to qualify for registry in the Foundation Foxtrotter Heritage Association or to be able to be claimed as foundation stock.

Factoring shall be calculated from pedigree information accepted as authentic by the Missouri Foxtrotting Horse Breed Association. Disputes or disagreements regarding pedigree information must be corrected and acknowledged by the Missouri Horse Breed Association before it can be accepted as authentic by the Foundation Foxtrotter Heritage Association unless hard evidence such as an original pedigree is found to be different from the association on line database. In that case a copy of the original pedigree must be sent to the Foundation Foxtrotter Heritage Association so that the Foundation records can be altered to reflect the correct pedigree.

Section 2. Qualifying and Registration:
Approval for registration in the Foundation Foxtrotter Heritage Association shall be restricted to horses with a clear and legitimate pedigree tracing on one or more lines to the foundation horses registered with the Missouri Foxtrotting Horse Breed Association prior to 1970 AND each qualifying horse must have a V-Factor of 128 or less.

Section 3. Discrimination:
No horse shall be restricted, denied, or receive preferential or negative consideration due to color, color pattern or markings. All colors, patterns and markings shall be considered as equal and shall receive fair and legitimate consideration.

No horse shall be restricted, denied, receive preferential or negative consideration due to specific bloodlines within the qualifying balance of V-factor ratings. All bloodlines shall be considered equal and shall receive fair and legitimate consideration.

No horse shall be denied, restricted, receive preferential or negative consideration due to any permanent injury, lameness, or disfigurement, so long as such are not the result of genetic inheritance.

ARTICLE VIII

Section 1. Fees:
Registration fees shall be $20 per qualifying horse. Qualification shall be in accordance with rules set down by the Advisory Commission.

Transfer fees and or changes to registrations shall be at the rate of $10 per transfer or change.

The Advisory Commission may by majority vote increase dues and fees from time to time. No increase shall exceed 25% of the current fee or dues without consent by a majority of the membership in good standing in an open poll. Dues and or Fees may not be

Section 2. Seal:
The Managing Director shall provide an Association seal, which shall be in the form of a circle and shall have inscribed thereon the name of the Association and the words, "Association Seal".

ARTICLE IX

Section 1. Amendments to the By-Laws:
Amendments to by-laws may be made from time to time as a result of a 2/3 vote of the Advisory Commission or by majority vote of the membership in good standing. The exception to this shall be those issues and by-laws as set forth in Articles 1, section 1; Article II, section 1,2,3,4,5,6,9,10; Article IV, section 1, 2; Article V, section 2; Article VII, section 1,2,3,4,5 which shall remain static and unchanged for perpetuity.