CHARTERED: September 3, 1963

Amended October 2024

CHJA’s purposes are:

1. To promote the sport of horsemanship through sanctioning and sponsoring hunter and jumper competitions.
2. To promote rider safety, proper caring for animals and good sportsmanship.
3. To support the rules of USEF and CHJA.
4. To maintain proper records relating to CHJA-recognized shows.
5. To approve and/or assign CHJA-recognized show dates.
6. Pursuant to the provisions of Article Second, Paragraph B of the Association’s Certificate of Incorporation, to receive, manage and deal with monies, securities and other property intended for charitable education purposes.
7. To publish information pertinent to rules and specifications, show conduct or general interest.
8. To adjudicate questions of violations of the rules and specifications of CHJA, and when necessary, to impose penalties in accordance with those rules and specifications.

Section 1. Annual Meeting

There shall be an annual meeting of CHJA Members each year, on such date, time and place as shall be determined by the Board of Directors. Notice of the annual meeting shall be delivered to the general membership four weeks prior to the designated date.

Section 2. Special General Membership Meetings

Special meetings may be called by the president, or if requested, by ten percent of the general membership by written request to the Secretary. Ten days written notice must be given to the membership by the Secretary prior to the special meeting. Ten percent of the general membership must be present at the meeting to constitute a quorum.

Section 3. Voting on Issues

Voting on issues shall be by ballot. Proxy voting is not allowed.

Section 4. Order of Business for Annual Meeting

1. Call to order
2. Election of directors
3. Business to come to the floor

Section 1. General

The business of CHJA shall be managed by the Board of Directors, which shall exercise all of the powers of the Association, except as otherwise provided by statute or by the Articles of Incorporation.

Section 2. Election and Terms

The Board of Directors shall consist of thirteen persons elected to that post by the general membership. Each board member must be a resident of Colorado and must be a CHJA member for the length of his or her term. The term of each board member shall be two years. In order to provide for a carryover of experienced Board members, seven board members shall be elected in odd numbered years and five board members shall be elected in even numbered years, or a sufficient number to fill board vacancies. Persons holding CHJA Paid Positions may not serve on the Board of Directors. This does not preclude the board from offering a financial honorarium to board members who provide volunteer services of an exceptional nature.

Section 3. Responsibilities

CHJA Board Members are required to:

1. Maintain high moral and ethical standards of performance and behavior.
2. Support, enforce and strengthen the CHJA Bylaws, CHJA Rules and Specifications, and support all Board resolutions and decisions that have been passed by at least a majority vote.
3. Represent the needs and interests of the members in a fair and impartial manner.
4. Contribute and participate frankly and sincerely at the meetings of the Board.
5. Actively participate in at least one CHJA committee and one CHJA event annually
6. Submit a written  report at the December meeting regarding committee and event activities for the year.
7. Comply with the CHJA Conflict of Interest Policy.

Board members who fail to meet these responsibilities are subject to removal per Article VI, Section 4 of these bylaws.

Section 4. Powers and Duties

In addition to the functions and duties customarily performed by a corporate Board of directors, and other duties as these bylaws may prescribe, the following specific functions are delegated to the Board.

1. Establishment and dissolution of committees.
2. Promulgation and enforcement of CHJA rules and specifications.
3. Hiring and contracting of any paid position.
4. Removal from office of any director, chairman or officer, who in the opinion of a majority of the Board, has failed to discharge his or her duties in a manner that is consistent with the best interest of the Association.
5. Interpreting and deciding all questions or ambiguities which may arise in connection with any bylaw, rule, or policy of CHJA in consultation with appropriate committees if applicable.

Section 5. Meetings and Conduct of Business

Board meetings may be called by the President, who shall instruct the Secretary to forward notice of such meetings, along with the minutes of the last meeting to each Board member no more than a week after the previous adjourned meeting. The President may call a special or emergency board meeting at any time upon notice to each board member. Any three board members may request that a meeting be called by the President, who shall call the meeting as quickly as possible. Board meetings may be conducted by conference call. Meetings of the board are open to all CHJA members in good standing. Non-members may attend board meetings as a guest of a board member. Anyone wishing to present an issue at a board meeting must notify the President. Only directors may vote at board meetings. The President may close board meetings if deemed necessary.

Section 6. Quorum

A majority of Directors of the Board must be present to constitute a quorum. A majority vote of the Directors present at a meeting in which a quorum exists shall be deemed sufficient to sanction the legitimate business and affairs of the Association, with the exception of changes, additions or deletions of rules, specifications or bylaws which must receive a two- thirds vote of the Directors present at a meeting in which a quorum exists.

Section 7. Removal and Vacancies

Any board member missing more than one planned meeting per year shall be subject to review and possible dismissal by the board. The board member will be notified by the secretary if he/she has been dismissed. Vacancies on the board shall be filled by the alternate receiving the highest number of votes from the previous election’s vote tally. This person will complete the term of the person vacating the position. Any board member being removed from the board for any reason will not be able to run for the board for one full year.

Section 8. Executive Committee

There shall be an Executive Committee of the board composed of the officers who shall have all the powers of the board to transact business between board meetings.  Such transactions shall be reported at the next regular board meeting. In addition to reporting all transactions at the next regular board meeting, the Executive Committee will provide a quarterly report to the board regarding discussions held by the Executive Committee during the previous quarter that did not involve reported transactions.

Section 1. Indemnification

CHJA shall indemnify, to the extent permitted by law, any person who is or was a director, officer, agent, fiduciary or employee of CHJA against any claim, liability or expense arising against or incurred by such persons as a result of actions reasonably taken at the direction of CHJA. CHJA shall further have the authority to the fullest extent permitted by law to indemnify its directors, officers, agents, fiduciaries or employees against any claim, liability or expense arising against or incurred by them in all other circumstances and to maintain insurance providing such indemnification. No director, officer, agent, fiduciary or employee of CHJA shall have any personal liability for monetary damages to CHJA except that this provision shall not eliminate or limit the liability of said director, officer, agent, fiduciary or employee to CHJA for monetary damages for (I) any breach of their duty to loyalty to CHJA, (II) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (III) any transaction from which said person derives an improper personal benefit.

Section 2. Repeal or Modification

Any repeal or modification of the foregoing provisions of this article for indemnification or advancement of expenses shall not affect adversely any right or protection stated in such provisions with respect to any act or omission occurring prior to the time of such repeal or modification. If any provision of this article or any part thereof shall be held to be prohibited by or invalid under applicable law, such provision or part thereof shall be deemed amended to accomplish the objectives of the provision or part thereof as originally written to the fullest extent permitted by law and all other provisions or parts shall remain in full force and effect.

Section 3. Insurance

The CHJA Board of Directors shall be responsible to secure insurance for Directors’ and Officers’ liability coverage for the purpose of indemnification of the individuals and the non-profit corporation. The process for securing the coverage will be to appoint an investigative person or a committee to interview at least three insurance agents, report their findings to the Board and then put the chosen policy into effect by the first day of the policy year.

The rules contained in the current edition of Robert’s Rules of Order shall govern the proceedings of CHJA meetings in all cases to which it is applicable.

Section 1. Ordinary Rule Changes

CHJA rules may be amended as follows:

1. A written proposal for rule changes may be submitted to the Rules Committee by any CHJA member in good standing. This written proposal must be accompanied by the signatures of 10 additional CHJA members in good standing or be submitted by a Board member or committee chairman. The proposal may be withdrawn at any time.
2. A written proposal may be submitted anytime before August 1st to be considered for the following year. Board members and Committee Chairman may submit rule change proposals until September 1st of the current year.
3. The Rules Committee will refer proposals received to the appropriate committee for discussion
4. The membership must be notified of all accepted rule-change proposals before such proposals are brought to a vote by the Board of Directors. Members will also be notified of the date, time, and location of the meeting at which the rules will be voted on by the Board.
5. Once the proposal has completed the above process, the Board may accept, amend and accept, or deny the proposal by a two-thirds vote of the Directors present at the previously specified meeting in which a quorum exists. A roll call vote may be requested by any member present at the meeting.
6. Changes of an editorial nature such as correction of typos, re-numbering, re-lettering and change of the year on cover pages may be made by the Rules Committee prior to printing of the Rule Book without going through steps A - E.
7. Rule changes will take effect December 1st of the submitted year.
8. Changes required to be in compliance with USEF/USHJA/Zone 8 specs may be proposed by the Rules Committee and approved by the board without going through steps A-E. The membership will be notified of any such changes within 45 days.

Section 2. Extraordinary Rule Changes

The Board of Directors may entertain extraordinary rule proposals at any time, provided:

1. The proposal was submitted in writing by a Board member or signed by fifteen CHJA members in good standing.
2. There is an immediate need to act on the proposal: i.e. for safety reasons, health reasons, or other compelling circumstances.
3. The proposal is endorsed by at least two directors prior to the meeting.
4. Once the proposal has completed the above process, the Board may accept, amend and accept, or deny the proposal by a two-thirds vote of the entire Board. The general membership must be notified of the extraordinary rule changes within 45 days.