The Tennessee Walking Horse Breeders' & Exhibitors' Association recently released the following letter and document to explain the bylaw changes that were included with this year's ballots for International Board of Director elections.

The following is President Steve Smith's letter:

Dear TWHBEA Members,

Included with this year’s TWHBEA election ballot are several bylaw changes. These recommended changes are the work of the bylaws committee over the last several years. The final product is a result of many hours of work and open discussion on the part of many. Your 10-member executive committee, which represents six different states and one foreign country, has voted unanimously to recommend their approval.  

Please vote yes on the proposed TWHBEA bylaw changes.

Thanks for your consideration.

Steve Smith, TWHBEA President
The following is Q and A and explanation from TWHBEA Member at Large Bylaws/Enforcement Vice President Tom Kakassy:

TWHBEA Answers Questions about Proposed Bylaws Changes

The Association has become aware of an unsigned and anonymous mailer which makes various statements, some of which are untrue, concerning the proposed bylaws changes. The proposed new bylaws have been mailed with a ballot, and are in addition available at the TWHBEA website (under News and Events for June 2014)  in both the “clean” version and in a version which shows additions, subtractions, and footnotes. While members are of course free to vote as they wish, it is also important that the correct information be before them. This product of three committees and the work of perhaps fifty people of all walks of life over three years is recommended for adoption without a single dissenting vote. 

Will the change reduce or eliminate representation of members?      
No. The present system, wherein directors are elected from both states and regions, creates anomalies and unfair results. For example, a candidate may be defeated even though several hundred people voted for him, while in another state a director may be elected when only two votes are cast for him out of three votes total. Both of these results transpired in recent elections. The change, which extends the “region” concept,  makes the same rule across the board:  a director is assigned for each 80 members, and where those 80 are not found in a single state,  regions are grouped so as to make this the norm across the country. This Association is both  unusual and blessed in its number of directors, who ultimately make and ratify all decisions, and the figure of 80 was chosen to maintain roughly the same size board as presently exists,  although flexibility is given to modify that number if demographics change the result in the future.   

Do the changes specifically authorize an oath without specifying what it is or should be?        
Yes.    In fact, oaths were authorized by vote of the EC in 1995 and have been  requested of  every incoming director since. The change makes official that this practice is authorized via the bylaws without limiting anyone as to its content.   

Does the change withhold new members’  voting rights as long as three years?              
Yes, for members who have no “skin in the game” via ownership of a Walking Horse. This proposal extends the current (effective ) requirement,  that directors own a horse and have been a member for years,  to voting members.  Under the proposal, while one may become a member at any time, he or she will either show ownership of a horse or have been a member for three years before being allowed to vote. The policy obviously addresses the current potential for buying votes by paying $60.   

Does the change dispense with term limits for directors from foreign countries, while retaining them for the US?        
Yes. This change is proposed at the request of members and directors from foreign countries themselves, and addresses the situation in most organizations: dedicated folks are hard to find, and it’s sometimes counterproductive for everyone to say that the Association must go unrepresented in a country because term limits forced that person to leave and no one took up the banner.   

Do the changes give the Executive Committee the power to change, repeal and form new rules at will?                
No, and in fact the decision-making process is unchanged in the proposal. Specifically, directors and the EC have always had the authority to adopt corporate rules upon thirty days notification and vote. Those appear on the web site and address a variety of issues (e.g. shipped semen, enforcement procedures) which do not properly belong in the Bylaws. The changes do make clear that the EC exists to address month-to month issues of running the Association, and that ultimately its actions are accountable to the Directors, who may ratify, or refuse to ratify, at the biannual meetings. This is not a change; it is a clarification.  

Do the bylaws give the EC the power to modify the number of directors, change the annual election procedure, and determine the capacity of a director to serve?  Is this a “power grab”?            
No. Ultimately, the Board has the authority under the proposal  to do these things. The number of members receiving a director is subject to adjustment, as we have discussed. The election procedure, which currently  is mis-placed in the middle of the Bylaws, would become a corporate rule, subject to the limitations discussed above.  Provisions have been added to make clear that directors who are physically unable to serve can be removed by the Board; surprisingly, this provision, like so many others,  was simply missing from the existing bylaws.   

These changes can be simply summarized: the proposal presents an organized set of rules designed to carry out the mission statement of the Association. Please contact any member of the Bylaws Committee  (Jeff Smith, Dr. David Mullis, Jim Heiting, Tom Kakassy, Sheryl Crawford, Senator Robin Webb) or any Executive Committee member with any questions.  

Tom Kakassy, TWHBEA Member at Large Bylaws/Enforcement Vice President