VTA MEMBERS:
Virginia Thoroughbred Association President Amy Moore has called a Special Meeting of the membership for November 26, 2024, at 12:00 pm. The meeting will be held at Airlie House, 6809 Airlie Road, Warrenton, Virginia, 20187. The purpose of the meeting is to vote on changes recently approved by the VTA’s Board of Directors to the organization’s Articles of Incorporation.
Currently, the VTA’s Articles of Incorporation provide that directors of the VTA are elected to two-year terms, with half of the directors elected each year. If adopted by the members, the amendment to the Articles of Incorporation would provide that directors are elected to four-year terms, with half of the directors elected every two years. (The amendment also provides transition rules for current directors.) The proposed amendment and the current Articles language are listed below.
Proposed language for Articles of Incorporation Change
Article VII
Directors
The number and qualifications for directors of the Association shall be fixed in the Bylaws. The current directors shall be divided into two classes: Class A directors shall be those directors who were elected to office in 2024; Class B directors shall be the remaining one-half of the directors. The current two-year term of Class A Directors shall be extended for an additional year to end at the 2027 annual meeting of the members. The current two-year term of the Class B directors shall not change but shall end at the 2025 annual meeting of the members. Thereafter each class of directors shall serve four-year terms so that, as near as possible, every two years one-half of the Directors are elected to four-year terms.
Current language for Article VII
Directors
The number of and qualifications for directors of the Association shall be fixed in the Bylaws. The number of directors shall be divided into two groups with each group containing one-half of the total, as nearly equal in number as possible. Directors shall be elected to two (2) year terms to serve on the Board of Directors. The terms of the two groups of directors shall be staggered so that the terms of one group expire each year. At each annual meeting of the Members one group shall be elected for a term of two years to succeed those whose terms expire. All elections for Directors shall be decided by a plurality of the votes cast by Members entitled to vote.
The VTA Board believes that this change will enhance the recruitment of Board members, reduce turnover in the VTA’s leadership, and allow the VTA to benefit from the experience of directors who have more familiarity with the issues facing the organization. The Board recommends that members vote FOR the amendment to the Articles of Incorporation.
WE NEED YOUR VOTE: Our Bylaws require a quorum of more than one third of the membership to approve these changes. You are welcome to attend the Special Meeting and vote on the changes in person. If you choose not to attend the meeting, we ask that you please vote by proxy or electronically through the email sent to you. If you have any questions or you have not received a proxy in the mail or a Constant Contact email detailing how to vote, please email me or call our office so we may get you the materials you need to vote.
Debbie Easter
Executive Director
Virginia Thoroughbred Association
(434) 531-2480
Debbie.easter@easterassociates.com
