Bylaws of the American Border Collie Association
Article I
Offices
Registered Office: The registered office of the Corporation shall be at 100 West Street, City of New Castle, County of Wilmington, State of Delaware.
Additional Offices: The Corporation may also have offices at such other places, both within and without the State of Delaware, as the Board of Directors may from time to time determine or as the business of the Corporation may require.
Article II
Membership
Qualifications: The members of the Corporation shall be determined by the provisions of the Charter of Incorporation of American Border Collie Association, Inc.
Time and Place of Meetings: A meeting of members for any purpose may be held at such time and place, within or without the State of Delaware, as the Board of Directors may fix from time to time and as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.
Annual Meeting: Annual meetings of members, commencing with the year 1983, shall be held on the first Tuesday of October, if not a legal holiday, or, if a legal holiday, then on the next secular day following at 7:30 p.m., or at such other date and time as shall, from time to time be designated by the Board of Directors and stated in the notice of the meeting. At such annual meeting, the members shall elect a Board of Directors and transact such other business as may properly be brought before the meeting.
Notice of Annual Meeting: Written notice of the annual meeting, stating the place, date, and time thereof, shall be given to each member entitled to vote at such meeting not less than ten (unless a longer period is required by law) nor more than 30 days prior to the meeting.
Special Meetings: Special meetings of the members, for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of incorporation, may be called by the President and shall be called by the President at the request, in writing, of a majority of the Board of Directors, or at the request, in writing, of a majority of members of the Corporation entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.
Notice of Special Meeting: Written notice of a special meeting, stating the place, date and time thereof and the purpose or purposes for which the meeting is called, shall be given to each member entitled to vote at such meeting not less than ten (unless a long period is required by law) nor more than 60 days prior to the meeting.
List of Members: The officer in charge of the stock ledger of the Corporation or the designated employee shall prepare and make, at least ten days before every meeting of members, a complete list of the members entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each member and the number of shares registered in the name of each member. Such list shall be open to the examination of any member, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, at a place within the city where the meeting is to be held, which place, if other than the place of the meeting, shall be specified in the notice of the meeting. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any member who is present in person thereat.
Presiding officer: order of business:
(a) Meetings of members shall be presided over by the President, or, if he is not present, by a Vice President, or, if he is not present, by such person who may have been chosen by the Board of Directors, or, if none of such persons is present, by a chairman to be chosen by the members comprising a majority of the members of the Corporation and entitled to vote at the meeting and who are present in person or represented by proxy. The Secretary of the Corporation, or, if he is not present, an Assistant Secretary, or, if he is not present, such person as may be chosen by the Board of Directors, shall act as secretary of meetings, or, if none of such persons is present, the members comprising a majority of the members of the Corporation and entitled to vote at the meeting and who are present in person or represented by proxy shall choose any person present to act as secretary of the meeting.
(b) The following order of business, unless otherwise ordered at the meeting, shall be observed as far as practicable and consistent with the purposes of the meeting:
- Call of the meeting to order.
- Presentation of proof of mailing of the notice of the meeting and, if the meeting is a special meeting, the call thereof.
- Presentation of proxies.
- Announcement that a quorum is present.
- Reading and approval of the minutes of the previous meeting.
- Reports of officers.
- Election of directors, if the meeting is an annual meeting or a meeting called for that purpose.
- All announced business.
- Any business raised by members.
- Adjournment.
QUORUM: Unless applicable law, the articles of incorporation or these bylaws provide for a higher or lower quorum, 10% of the votes entitled to be cast on a matter must be represented at a meeting of the members to constitute a quorum on that matter.
Unless one-third or more of the voting powers is present in person or by proxy, the only matters that may be voted upon at an annual meeting of members are those matters that are described in the meeting notice.
If less than a Quorum is represented at a meeting, a majority of the members present at any meeting may adjourn the meeting from time to time without further notice except as may otherwise be required by these bylaws or applicable law. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed.
Voting:
(a) At any meeting of members, every member having the right to vote shall be entitled to vote in person or by proxy. Except as otherwise provided by law or the Certificate of Incorporation, each member of record shall be entitled to one vote.
(b) All elections shall be determined by a plurality vote, and, except as otherwise provided by law or the Certificate of Incorporation, all other matters shall be determined by a vote of a majority of the members present in person or represented by proxy and voting on such other matters.
PROXIES: Unless the articles of incorporation or these bylaws prohibit or limit proxy voting, a member may appoint a proxy to vote or otherwise act for the member by signing an appointment form either personally or by an attorney-in-fact. An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for 11 months unless a different period is expressly provided in the appointment form; provided, that no proxy shall be valid for more than three years from its date of execution. An appointment of a proxy is revocable by the member.
The death or incapacity of the member appointing a proxy does not affect the right of the Corporation to accept the proxy’s authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises authority under the appointment. Appointment of a proxy is revoked by the person appointing the proxy (1) attending any meeting and voting in person; or (2) signing and delivering to the secretary or other officer or agent authorized to tabulate proxy votes either a writing stating that the appointment of the proxy is revoked or a subsequent appointment form.
Subject to applicable law and any express limitation on the proxy’s authority appearing on the face of the appointment form, the Corporation is entitled to accept the proxy’s vote or other action as that of the member making the appointment.
Action by Consent: Any action required or permitted by law or the Certificate of Incorporation to be taken at any meeting of members may be taken without a meeting, without prior notice and without a vote, if a written consent, setting forth the action so taken shall be signed by a majority of members qualified to vote and having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all members entitled to vote thereon were present or represented by proxy and voted. Such written consent shall be filed with the minutes of meetings of members. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those members who have not so consented in writing thereto.
Article III
Directors
General powers: number: tenure: Except as provided by applicable law of and in the articles of incorporation, all corporate powers shall be exercised by or under the authority of and the affairs of the corporation managed under the direction of its board of directors. The number of directors of the corporation shall be twelve. In the absence of any term specified in the articles of incorporation, the term of each director shall be three years. Except as otherwise provided in the articles of incorporation or these bylaws the term of a director filling a vacancy in the office of a director elected by the members expires at the next election of directors by members and the term of a director filling any other vacancy expires at the end of the unexpired term which such director is filling. Despite the expiration of a director’s term, the director continues to serve until the director’s successor is elected, designated or appointed and qualifies, or until there is a decrease in the number of directors. A director must be an individual.
Only one director per state or province may hold office at any given time, and at least one director must be a resident of Canada.
Vacancies: If any vacancies occur in the Board of Directors, or if any new directorships are created, they shall be filled by action of the Board of Directors. Each director so chosen shall hold office until the next annual meeting of members and until his successor is duly elected and shall qualify. If there are no directors in office, any officer or member may call a special meeting of members in accordance with the provisions of the Certificate of Incorporation or these By-laws, at which meeting such vacancies shall be filled.
Removal: resignation:
(a) Except as otherwise provided by law or the Certificate of Incorporation, at a meeting of members called expressly for that purpose, any director may be removed, with or without cause, by a vote of members constituting a majority of the members entitled to vote at an election of directors.
(b) Any director may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, a resignation shall take effect upon delivery thereof to the Board of Directors or the designated officer. It shall not be necessary for a resignation to be accepted before it becomes effective.
Place of Meetings: The Board of Directors may hold meetings, both regular and special, either within or without the States of Delaware or Mississippi.
Annual Meeting: The annual meeting of each newly elected Board of Directors shall be held immediately following their annual election, and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present.
Regular Meetings: Additional regular meetings of the Board of Directors may be held without notice at such time and place as may from time to time be determined by the Board of Directors.
Special Meeting: Special meetings of the Board of Directors may be called by the President or by ten or more directors on two days’ notice to each director, if such notice is delivered personally or sent by telegram, or on five days’ notice if sent by mail. Special meetings shall be called by the President, Secretary, or five or more directors in like manner and on like notice on the written request of one-half or more of the number of directors then in office.
Quorum; Adjournments: At all meetings of the Board of Directors, more than one-half directors then in office shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by law or the Certificate of Incorporation. If a quorum is not present at any meeting of the Board of Directors, the directors present may adjourn the meeting from time to time without notice other than announcement at the meeting until a quorum shall be present.
Compensation: Directors shall be entitled to such reimbursement for any reasonable expenses incurred in attending directors’ meetings as may from time to time be fixed by the Board of Directors.
Action by Consent: Unless the articles of incorporation or these bylaws provide otherwise, action required or permitted to be taken at a board of directors’ meeting may be taken without a meeting if the action is taken by all members of the board. The actions must be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the corporate records reflecting the action taken. Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date. Such a consent has the effect of a meeting vote and may be described as such in any document.
Meetings by telephone or similar communications: The Board of Directors may participate in a meeting by means of conference telephone or similar communications equipment by means of which all directors participating in the meeting can hear each other, and participation in such meeting shall constitute presence in person by such director at such meeting.
Article IV
Committees
Executive Committee: The Board of Directors, by resolution adopted by a majority of the whole Board, may appoint an Executive Committee consisting of not more than five (5) directors, one of whom shall be designated as Chairman of the Executive Committee. Each member of the Executive Committee shall continue as a member thereof until the expiration of his term as a director, or his earlier resignation, unless sooner removed as a member or as a director.
Powers: The Executive Committee shall have and may exercise those rights, powers, and authority of the Board of Directors as may from time to time be granted to it (to the extent permitted by law) by the Board of Directors and may authorize the seal of the Corporation to be affixed to all papers which may require it.
Procedure; meetings: The Executive Committee shall, subject to Board of Directors’ approval, fix its own rules of procedure and shall meet at such times and at such place or places as may be provided by such rules or as the members of the Executive Committee shall provide. The Executive Committee shall keep regular minutes of its meetings and deliver such minutes to the Board of Directors.
The Chairman of the Executive Committee, or, in his absence, a member of the Executive Committee chosen by a majority of the members present, shall preside at meetings of the Executive Committee, and another member thereof chosen by the Executive Committee shall act as Secretary of the Executive Committee.
Quorum: A majority of the Executive Committee shall constitute a quorum for the transaction of business, and the affirmative vote of a majority of the members thereof shall be required for any action of the Executive Committee.
Other committees: The Board of Directors, by resolutions adopted by a majority of the whole Board, may appoint such other committee or committees as it shall deem advisable and with such functions and duties as the Board of Directors shall prescribe.
Vacancies: changes: discharge: The Board of Directors shall have the power at any time to fill vacancies in, to change the membership of, and to discharge any committee.
Compensation: Members of any committee shall be entitled to such reimbursement for any reasonable expenses incurred in attending committee meetings as may from time to time be fixed by the Board of Directors.
Action by consent: Any action required or permitted to be taken at any meeting of any committee of the Board of Directors may be taken without a meeting if a written consent to such action is signed by all members of the committee and such written consent is filed with the minutes of its proceedings.
Article V
Notices
Form: delivery: Whenever, under the provisions of law, the Certificate of Incorporation or these Bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice unless otherwise specifically provided, but such notice may be given in writing, by mail, addressed to such director or member, at his address as it appears on the records of the Corporation, with postage thereon prepaid. Such notices shall be deemed to be given at the time they are deposited in the United States mail. Notice to a director may also be given personally or by telegram sent to his address as it appears on the records of the Corporation.
Waiver: Whenever any notice is required to be given under the provision of law, the Certificate of Incorporation or these bylaws, a written waiver thereof, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed to be equivalent to such notice. In addition any member who attends a meeting of members in person, or is represented at such meeting by proxy, without protesting at the commencement of the meeting the lack of notice thereof to him, or any director who attends a meeting of the Board of Directors without protesting, at the commencement of the meeting, such lack of notice, shall be conclusively deemed to have waived notice of such meeting.
Article VI
Officer and Employees
Designations: The officers of the Corporation shall be chosen by the Board of Directors and shall be a President, a Secretary and a Treasurer. The Board of Directors may also choose a Vice President or Vice Presidents, one or more Assistant Secretaries and/or Assistant Treasurers and other officers and agents as it shall deem necessary or appropriate. All officers of the Corporation shall exercise such powers and perform such duties as shall from time to time be determined by the Board of Directors. Any number of offices may be held by the same person, unless the Certificate of Incorporation or these Bylaws otherwise provide.
Term of office: removal: The Board of Directors at its first regular meeting after each annual meeting of members shall choose a President, a Secretary and a Treasurer. The Board of Directors may also choose a Vice President or Vice Presidents, one or more Assistant Secretaries and/or Assistant Treasurers, and such other officers and agents as it shall deem necessary or appropriate. Each officer of the Corporation shall hold office until his successor is chosen and shall qualify. Any officer elected or appointed by the Board of Directors may be removed, with or without cause, at any time by the affirmative vote of a majority of directors then in office. Such removal shall not prejudice the contract rights, if any, of the person so removed. Any vacancy occurring in any office of the Corporation may be filled for the unexpired term by the Board of Directors.
President: The President shall be the chief executive officer of the Corporation and, subject to the direction of the Board of Directors, shall have general charge of the business, affairs and property of the Corporation and general supervision over its other officers and agents. In general, he shall perform all duties incident to the office of President and shall see that all orders and resolutions of the Board of Directors are carried into effect.
Vice Presidents: The Vice President, if any (or in the event there be more than one, the Vice Presidents in the order designated, or in the absence of any designation, the order of their election), shall, in the absence of the President or in the event of his disability, perform the duties and exercise the powers of the President and shall generally assist the President and perform such other duties and have such other powers as may from time to time be prescribed by the Board of Directors.
Secretary: The Secretary shall attend all meetings of the Board of Directors and all meetings of members and record all votes and the proceedings of the meetings in a book to be kept for that purpose and shall perform like duties for the Executive Committee or other committees, if required. He shall give, or cause to be given, notice of all meetings of members and special meetings of the Board of Directors, and shall perform such other duties as may from time to time be prescribed by the Board of Directors, the Chairman of the Board or the President, under whose supervision he shall act. He shall have custody of the seal of the Corporation and he, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it, and, when so affixed, the seal may be attested by his signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing thereof by his signature.
Assistant Secretary: The Assistant Secretary, if any (or in the event there be more than one, the Assistant Secretaries in the order designated, or in the absence of any designation, in the order of their election), shall, in the absence of the Secretary or in the event of his disability, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as may from time to time be prescribed by the Board of Directors.
Treasurer: The Treasurer shall have the custody of the corporate funds and other valuable effects, and shall keep full accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may from time to time be designated by the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Chairman of the Board, the President and the Board of Directors, at regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Corporation.
Assistant Treasurer: The Assistant Treasurer, if any (or in the event there shall be more than one, the Assistant Treasurers in the order designated, or in the absence of any designation, in the order of their election), shall, in the absence of the Treasurer or in the event of his disability, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as may from time to time be prescribed by the Board of Directors.
Employee Compensation: The salaries of all employees of the Corporation shall be fixed from time to time by the Board of Directors and no employee shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.
Article VII
Indemnification of Directors, Officers, Employees and Agents
Reference is made to ?145 (and any other relevant provisions) of the General Corporation Law of the State of Delaware. Particular reference is made to the class of persons, hereinafter called Indemnities, who may be indemnified by a Delaware corporation pursuant to the provisions of such 145, namely, any person (or the heirs, executors, or administrators of such person) who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that such person is or was a director, officer, employee, or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise. The Corporation shall (and is hereby obligated to) indemnify the Indemnities, and each of them, in each and every situation where the Corporation is obligated to make such indemnification pursuant to the aforesaid statutory provisions. The Corporation shall indemnify the indemnities, and each of them, in each and every situation where, under the aforesaid statutory provisions, the Corporation is not obligated, but is nevertheless permitted or empowered, to make such indemnification, it being understood, that, before making such specification with respect to any situation covered under this sentence, (i) the Corporation shall promptly make or cause to be made, by any of the methods referred to in subsection (d) of such 145, a determination as to whether each Indemnity acted in good faith and in a manner such Indemnity reasonably believed to be in or not opposed to the best interests of the Corporation, and, in the case of any criminal action or proceeding, had no reasonable cause to believe that such Indemnity’s conduct was unlawful and (ii) no such indemnification shall be made unless it is determined that such Indemnity acted in good faith and in a manner such Indemnity reasonably believed to be in or not opposed to the best interest of the Corporation and in the case of any criminal action or proceeding, has no reasonable cause to believe that such Indemnity’s conduct was unlawful.
Article VIII
Affiliated Transactions and Interested Directors
(a) No contract or transaction between the Corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers shall have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction or solely because his or their votes are counted for such purpose, if:
(1) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the board of Directors or committee in good faith authorizes the contract or transaction by the affirmative vote of the majority of the disinterested directors, even though the disinterested directors be less than a quorum; or
(2) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the members entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the members; or
(3) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board of Directors, a committee thereof, or the members.
(b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.
Article IX
Prohibition Against Sharing in Corporate Earnings
No member, director, officer or employee of or member of a committee of or person connected with the Corporation, or any other private individual shall receive at any time any of the net earnings or pecuniary profit from the operations of the Corporation, provided that this shall not prevent the payment to any such person of such reasonable compensation for services rendered to or for the Corporation in effecting any of its purposes as shall be fixed by the Board of Directors; and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Corporation. All members of the Corporation shall be deemed to have expressly consented and agreed that upon such dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the assets of the Corporation, after all debts have been satisfied, then remaining in the hands of the Board of Directors shall be distributed, transferred, conveyed, delivered and paid over, in such amounts as the Board of Directors may determine or as may be determined by a court of competent jurisdiction upon application of the Board of Directors, exclusively to charitable, religious, scientific, literary or educational organizations which would then qualify under the provisions of 501 (C) (3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended.
Article X
General Provisions
Reserves: The Board of Directors shall have full power, subject to the provisions of law and the Certificate of Incorporation, to determine whether any, and, if so, what part, of the funds legally available for the payment of dividends shall be declared as dividends and paid to the members of the Corporation. The Board of Directors, in its sole discretion, may fix a sum which may be set aside or reserved over and above the paid-in capital of the Corporation for working capital or as a reserve for any proper purpose, and may from time to time, increase, diminish or vary such fund or funds.
Fiscal Year: The fiscal year of the Corporation shall be determined from time to time by the Board of Directors.
Seal: The corporate seal shall have inscribed the name thereon the name of the Corporation, the year of its incorporation and the words “Corporate Seal” and “Delaware.”
Article XI
Investments
The Corporation shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it, according to the judgment of the Board of Directors, without being restricted to the class of investments which a trustee is or may hereafter be permitted by law to make or any similar restriction, provided, however, that no action shall be taken by or on behalf of the Corporation if such action is a prohibited transaction or would result in the denial of the tax exemption under the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended.
Article XII
Amendments
Only the membership shall have power to make, alter, amend and repeal the bylaws of the Corporation by affirmative vote of a majority, provided, however, that the action is proposed at a regular meeting, except as otherwise provided by law. All bylaws made by the Board of Directors may be altered, amended or repealed by the members.
Article XIII
Exempt Activities
Notwithstanding any other provision of these bylaws, no member, trustee, officer, employee or representative of this Corporation shall take any action or carry on any activity by or on behalf of the Corporation not permitted to be taken or carried on by an organization exempt under Sec. 501 (c) (3) of the Internal Revenue code and its Regulations as they now exist or as they may hereafter be amended or, by an organization contributions to which are deductible under 170 (c) (2) of such Code and Regulations as they now exist or as they may hereafter be amended.