United Alaskan Klee Kai Association, Inc
Dedicated to protect, promote, and advance the
best interests, health, and welfare of
purebred Alaskan Klee Kai
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Pending Final UKC Format Approval United Alaskan Klee Kai Association Inc. Under Section 402 of the Not-for-Profit Corporation Law New York State Active Domestic Not for Profit Entity This corporation is a corporation as defined in subparagraph (a) (5) Section 102 (Definitions) of the Not-for-Profit Law. This Corporation shall be a Type A corporation pursuant to Section 201 of the Not-for-Profit Corporation Law. "Corporation" or "domestic corporation" means a corporation (1) formed under this chapter, or existing on its effective date and theretofore formed under any other general statute or by any special act of this state, exclusively for a purpose or purposes, not for pecuniary profit or financial gain, for which a corporation may be formed under this chapter, and (2) no part of the assets, income or profit of which is distributable to, or ensures to the benefit of, its members, directors or officers except to the extent permitted under this statute
Constitution and Bylaws
CONSTITUTION Article I. Association Name. This association shall be known as the United Alaskan Klee Kai Association of America, hereinafter also referred to as "the Association". Article II. Objectives. The objectives of the Association shall be: The specific objectives and purposes of this corporation shall be: A dog breed Club to do all things to educate, rescue, promote health and welfare and responsible Breeding, of the Breed of Dog known as the Alaskan Klee Kai. (a) To educate members and breeders to keep the natural qualities of the breed known as the Alaskan Klee Kai by selective breeding; (b) To educate members and breeders to adopt high ethical standards of practice in breeding, selling, and caring for their dogs; (c) To recognize the official United Kennel Club (U.K.C.) Alaskan Klee Kai breed standard as the only standard of excellence by which all breeding and conformation judging decisions are based; (d) To keep the health and welfare of the Alaskan Klee Kai breed paramount in all decisions, and to prohibit and oppose the sale of puppies/dogs to pet stores, puppy brokers, wholesalers, retailers or medical research and/or agents thereof, and to prohibit and oppose the use of Alaskan Klee Kai in raffles, auctions, and/or as door prizes; (e) To educate by conducting conformation matches and licensed point shows according to the rules and regulations of the United Kennel Club and to encourage the participation by members in any and all other forms of competition held by the Association; (f) To encourage the participation of our breed at dog shows, obedience trials, and agility trials sponsored by the United Kennel Club and all other forms of competition and exhibition open to the Alaskan Klee Kai; (g) To encourage the organization of independent local Alaskan Klee Kai clubs in those localities where there are sufficient fanciers of the breed to meet the requirements of the United Kennel Club; (h) To encourage sportsmanlike behavior from its members at all times; (i) To organize and maintain an Alaskan Klee Kai Health Foundation and Rescue to collect and disseminate Alaskan Klee Kai health information; to promote the open sharing of health information amongst all Alaskan Klee Kai breeders; and to aid in the investigation of current and future health issues of the Alaskan Klee Kai breed; To organize and maintain a National Alaskan Klee Kai Rescue Group to train, rehabilitate and re-home Alaskan Klee Kai. (j) To strive to educate its members through the Association newsletter and official web site, and to educate the general public about the Alaskan Klee Kai breed wherever and whenever possible.
Article III. Association Profits. The Association shall not be conducted or operated for profit and no part of any profits or remainder or residue from dues or donations to the Association shall benefit any member or individual. SECTION 1. IRC SECTION 501(c)(3) PURPOSES Not with standing any other provisions of these articles this corporation is organized exclusively for one or more of the purposes as specified in §501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under §501(c)(3) of the Internal Revenue Code.
Article IV. Rules For Licensed Events. All licensed events sponsored by the Association will be run in accordance with the rules, policies, and procedures of the United Kennel Club.
Article V. No individual or group of individuals known to: promote, support, raise dogs for fighting; knowingly sell, give or trade dogs that will be used for fighting; condone or be associated with the facing off, game testing, rolling or pitting; will be tolerate or allowed membership in this association. such individuals will be banned from all UKC events and clubs, with no reinstatement at any time.
Article VI. Revisions. The members of the Association shall adopt and may from time to time revise such bylaws as may be required to carry out these objectives.
BYLAWS
Article I. Membership. Section 1. Eligibility. There shall be 5 types of membership open to any breeder, owner, or fancier of the Alaskand Klee Kai breed who subscribes to the purposes and objectives of the Association (agrees to abide by the Association Code of Ethics) and who is in good standing with UKC. All breeder members agree to abide by the UKC Breeder Code of Ethics and are also expected to abide by the UAKKA Guidelines For Owners and Breeders of Alaskan Klee Kai. Any violation may result in a permanent removal from UAKKA Inc.
Section 2. Determination and rights of members “Member” means one having membership rights in a corporation in accordance with the provisions of its certificate of incorporation or by-laws. The corporation shall have only one class of members. No member shall hold more than one membership in the corporation. Except as expressly provided in or authorized by the Articles of Incorporation, the Bylaws of this corporation, or provisions of law, all memberships shall have the same rights, privileges, restrictions and conditions. If the Articles of Incorporation designate this corporation as a Non-Member, Non-Profit Corporation or where failure to make a designation of such status within the Articles of Incorporation would result in this corporation being considered a Non-Member, Non-Profit Corporation, then the Articles of Incorporation and any subsequent amendments shall control. Thus, this section, “Membership Provisions,” and all articles within this section shall be moot unless accordingly adopted pursuant to state law subsequent to the necessary steps being taken so that this corporation is thus considered a “Membership,” Non-Profit Corporation under applicable State and/or Federal laws.
Section 4. Admission of Member The Types of Memberships listed below shall be eligible for educational sessions regarding the health, welfare and training of the Alaskan Klee Kai Breed. Section 3.1 Charter membership. Opened to Individual and Family/Household Charter member who joined the Association on or before September 30, 2001. Individual and Family/Household Charter Members are entitled to one vote and are eligible to hold office in the Association, and shall be entitled to the designation “Charter Member”. Section 3.2 Individual membership. Open to members, 18 years of age or older. Individual members are entitled to one vote and are eligible to hold office in the Association. Section 3.3 Family/Household membership. Open to any two members of a household 18 years of age or older. Each Family/Household membership is entitled to two votes but only one member may hold a position on the Board of Directors at any one time. Section 3.5 Junior membership. Open to any member years of age 17 years of age or younger. Junior members shall be eligible for annual trophies or awards offered by or through the Association. They will also be entitled to educational classes teaching showmanship, health and care of their pets. Section 3.6 Honorary membership. The Board of Directors may elect to honorary membership any member in good standing or any non-member who meets the eligibility requirements for membership. An affirmative vote of 2/3 of the Directors present at a meeting of the Board, or 2/3 of the entire Board voting by mail shall be required to elect an honorary member. Honorary members shall be exempt from dues. Each Honorary member, is entitled to one vote. Honorary members are not eligible to hold a position on the Board of Directors Section 4: Fees and dues Section 4.1 Amount. Annual membership dues shall be determined by the Board of Directors not to exceed $50.00 per person per year. Section 4.2 Payment of dues. The annual dues payable to the corporation by members shall be on or before the 1st day of January of each year. Section 4.3 Dues statement. On November 1st of each year, the Membership Secretary shall send to each member a notification of dues for the ensuing year. Such notification may be by postal mail. Section 4.4 Deliquent dues. By January 31st, shall be sent a notice of delinquency by the Membership Secretary, no later than February 15th and shall be assessed a penalty of five dollars ($5.00) for late payment of dues. Section 4.5 Nonpayment of dues. No member may vote whose dues are not paid for the current year. The names of members who have not paid their dues shall be published in the first Association newsletter published after January 1st of each year. The membership of any member who has not paid his/her dues by March 31st of any calendar year shall lapse. The Board of Directors may grant a grace period of an additional 30 days for payment to any member who applies for an extension.
Section 5. Qualifications of members. Membership in UAKKA shall be open to any breeder, owner, or fancier of the Alaskan Klee Kai breed who subscribes to the purposes and objectives of the Association as written in the Articles of Corporation Association Constitution and Bylaws, and who is in good standing with U.K.C. Section 5.1 Submitting the application. Each applicant for membership in the Association shall apply on a board-approved Application for Membership, which shall provide that the applicant agrees to abide by the Association’s Constitution and Bylaws, and the Rules and Regulations and Code of Ethics of the United Kennel Club. The completed application shall be submitted to the Membership Secretary along with dues payment for the current year and the initiation fee. There shall be a one-time non-refundable fee of $15.00 for each Individual application for membership, payable upon application for membership Section 5.2 Publication of applicants’ names. The name, city, and state of each applicant, shall be published in the first Association newsletter and on the Association website upon receipt of the application by the Membership Secretary. Section 5.3 Membership approval. The applicant’s membership shall be posted on UAKKA’s website for a period of 30 days. At that time if there have not been challenges or reservations written to the BOD from existing members in good standing, the applicant is automatically approved and processed by the Membership Secretary. If for any reason a member challenges the application, the Board will vote on the applicant’s application at the next available Board meeting. Section 5.4 Appeals. Applicants refused membership by the Board of Directors may submit a written appeal to the Membership Secretary that will be acted upon as business at the next Annual Association Meeting. Overturning the decision of the Board will require a majority vote of all members present at the meeting. Section 6 Number of members. There is no limit on the number of members the corporation may admit. Section 7. Membership book. The Secretary of the corporation shall keep a membership book containing the name and address of each member. Termination of the membership of any member shall be recorded in the book, together with the date of termination of such membership. Such book shall be kept at the corporation's principal office. Section 8. Nonliability of members. A member of this corporation is not, as such, personally liable for the debts, liabilities, or obligations of the corporation. Section 9. Nontransferability of memberships. No member may transfer a membership or any right arising. Therefore, all rights of membership cease upon the member's death. Section 10. Termination of membership. The membership of a member shall terminate upon the occurrence of any of the following events: Section 10.1 Resignation. Upon his or her notice of such termination delivered to the President or Secretary of the corporation personally or by mail, such membership to terminate upon the date of delivery of the notice or date of deposit in the mail. Section 10.2 Lapsing. If this corporation has provided for the payment of dues by members, upon a failure to renew his or her membership by paying dues on or before their due date, such termination to be effective thirty (30) days after a written notification of delinquency is given personally or mailed to such member by the Secretary of the corporation. A member may avoid such termination by paying the amount of delinquent dues within a thirty (30) day period following the member's receipt of the written notification of delinquency. Section 10.3 Expulsion. After providing the member with reasonable written notice and an opportunity to be heard (either orally or in writing), upon a determination by a vote of two-thirds of the Board of Directors that the member has engaged in conduct materially and seriously prejudicial to the interests or purposes of the corporation and/or the Alaskan Klee Kai breed. All rights of the member in the corporation shall cease and termination of membership as seen fit by the Board herein provided. Section 10.4 Suspension. Any member who is suspendedd or barred from the privileges of the United Kennel club is automatically suspended or barred from the privileges of membership in the Association for the same period of time.
Article II. Association Year. Section 1. Fiscal year. The Association's fiscal year shall begin on the 1st day of January and end on the last day of December Section 2. Official year. The Association's official year shall begin immediately at the conclusion of the election at the annual meeting and shall continue through the election at the next annual meeting.
Article III. Meetings Section 1. Place of Meetings. Meetings of members shall be held at the principal office of the corporation or at such other place or places as may be designated from time to time by resolution of the Board of Directors. 1.1 Regular Electronic Board Meetings. A majority of the Board may designate a regular date, time and e-mail list, chat room or message board for Board discussions.
(a) Notice of
these regular discussions may be held with notice. (b) The Agenda will also be presented at the beginning of each meeting following roll call. The Secretary will take a roll call at the beginning of each designated meeting scheduled for that date. (c) A quorum for these discussions shall be a majority of the Board members. (d) A Board member shall be considered present if he/she responds within one-half hour in a chat room or within 24 hours on an e-mail list or message board. (e) Board members may vote on any properly made motion during these discussions, but no such vote shall be valid unless a written copy of the motion signed by the Board member clearly indicating the Board members approval or disapproval of the motion is received via mail or fax by the Secretary within 10 days of the electronic vote. (f) Board members shall be notified by mail or e-mail of the results of all votes. The Secretary shall be responsible for keeping minutes of these discussions by using and keeping chat room logs, copying messages from the message board, and/or copying e-mail from the list.
Section 2. Special Board of Director Meetings. Special meetings of the Board of Directors may be called by either the Association President or the Vice President. All Board of Directors are to be notified and confirmation received of all Special Board of Director Meetings A special meeting of the BOD may also be called by the Secretary upon receipt of a written request signed by at least three members of the Board. (a) Such special meetings shall be held at such time and place as may be designated by the person authorized to call such meeting. (b) The Secretary shall notify by mail or electronic notice of such meeting to 100% of the board members at least 15 days prior to the date of the meeting (unless 100% of the BOD agree to waive such notice). (c) Any such notice shall state the purpose of the meeting and no other business shall be transacted thereat (unless 100% of the BOD is present and the majority agree to transact such additional business as may be brought up). (d) The quorum for such a meeting shall be a majority of the Board.
Section 3. Special electronic board meetings. Special Electronic Meetings of the Board may be called by either the Association President or the Vice President, as they may deem necessary, in order to conduct proper business of the association. 3.1 All Board of Directors are to be notified and confirmation received of all special electronic board meetings. 3.2 The Officer calling the meeting, or the Secretary, shall e-mail notice of such meeting at least five days prior to the date of the meeting (unless 100% of the BOD agree to waive such notice). 3.3 The Secretary may also call for a Special Electronic Board Meeting upon receipt of a written request signed by at least three members of the Board. Such special meeting shall be held at such time and place as may be designated by the person authorized to call such meeting. 3.4 The Officer calling for the meeting shall publish an agenda at the time of notice and the beginning of each discussion. 3.5 The Secretary will take a roll call at the beginning of each designated special meeting scheduled for that date. 3.6 A quorum for these special meetings shall be a majority of the Board members. 3.7 A Board member shall be considered present if he/she responds within one-half hour in a chat room or within 24 hours on an e-mail list or message board. 3.8 Board members may vote on any properly made motion during these special meeting discussions, but no such vote shall be valid unless a written copy of the motion signed by the Board member clearly indicating the Board members approval or disapproval of the motion is received via mail or fax by the Secretary within 10 days of the electronic vote. 3.9 Board members shall be notified by mail or e-mail of the results of all votes. 3.10 The Secretary shall be responsible for keeping minutes of these special board meeting discussions by using and keeping chat room logs, copying messages from the message board, or copying e-mail from the list.
Section 4. Notice of meetings Unless otherwise provided by the Articles of Incorporation, these Bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the board of directors: 4.1 All Directors are to be notified and confirmation received of all special electronic board meetings. 4.2 The Secretary shall send by mail, or may send an e-mail notice of such meeting at least 5 days prior to the date of the meeting (unless 100% of the BOD agree to waive such notice). 4.3 Any such notice shall state the purpose of the meeting and no other business shall be transacted thereat. 4.4 The Secretary will take a roll call at the beginning of each designated special meeting scheduled for that date. 4.5 A quorum for these special meetings shall be a majority of the Board members. 4.6 A Board member shall be considered present if he/she responds within one-half hour in a chat room or within 24 hours on an e-mail list or message board. 4.7 Board members may vote on any properly made motion during these special meeting discussions, but no such vote shall be valid unless a written copy of the motion signed by the Board member clearly indicating the Board members approval or disapproval of the motion is received via mail or fax by the Secretary within 10 days of the electronic vote. 4.8 Board members shall be notified by mail or e-mail of the results of all votes. 4.9 The Secretary shall be responsible for keeping minutes of these special board meeting discussions by using and keeping chat room logs, copying messages from the message board, or copying e-mail from the list. Section 5. Quorum for meetings. A quorum shall consist of the majority of the members of the Board of Directors, except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law.
5.1 No business shall be considered by the board at any meeting at which the required quorum is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn. Section 6. Majority action as board action. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation, these Bylaws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the board. Section 7. Conduct of meetings. Meetings of the Board of Directors shall be presided over by the President of the corporation or, in his or her absence, by the Vice President of the corporation or, in the absence of both of these persons, by a Chairperson chosen by a majority of the directors present at the meeting. The Secretary of the corporation shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting. All sanctioned meetings shall govern parliamentary practice on all matters by the most recent "Robert's Rules of Order, Revised”, insofar as such rules are not inconsistent with or in conflict with the Articles of Incorporation, these Bylaws, or with provisions of law of State or Section 501(c)(3) of the Internal Revenue Code.
Section 8 . Regular membership meetings. Regular meetings of the members shall be held at the Annual Association Meeting. The annual meeting of the Association shall be held between the months of June and October at such time and place as may be designated by the Board of Directors. Written notice of the time, place and location of these meetings shall be on the Association's website at least 60 days before and printed in the Association's newsletter that shall be mailed not later than 30 days prior to the meeting. If the day fixed for a regular meeting falls on a legal holiday, such meeting shall be held at the same hour and place on the next business day. Section 9. Special meetings of members. Special meetings of the members shall be called by the Board of Directors, the Chairperson of the Board, or the President of the corporation, or, if different, by the persons specifically authorized under the laws of this state to call special meetings of the members. Special meetings may be called by the President or by a majority vote of the members of the Board of Directors who are present and voting at any meeting of the Board or who vote by mail, and shall be called by the Secretary upon receipt of a petition signed by 10 percent of the members of the Association who are in good standing. Such special meetings shall be held at a place, date and hour as may be designated by the person or persons authorized herein to call such a meeting. Because of geographical locations of the members it may be feasible to hold an electronic meeting of members on a message board or to what is available to them. However any votes must be signed and mailed to secretary and received within 10 days of the closing of such meeting Written notice of such a meeting shall be mailed by the Secretary at least thirty (30) days prior to the date of the meeting, and said notice shall state the purpose of the meeting and no other Association business may be transacted thereat. The quorum for such a meeting shall be 20 percent of the members in good standing. SECTION 10. Notice of meetings. Unless otherwise provided by the Articles of Incorporation, these Bylaws, or provisions of law, notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally or by mail, by or at the direction of the President, or the Secretary, or the persons calling the meeting, to each member entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his or her address as it appears on the records of the corporation, with postage prepaid. Personal notification includes notification by telephone or by facsimile machine, provided however, in the case of facsimile notification, the member to be contacted shall acknowledge personal receipt of the facsimile notice by a return message or telephone call within twenty four hours of the first facsimile transmission. The notice of any meeting of members at which directors are to be elected shall also state the names of all those who are nominees or candidates for election to the board at the time notice is given. Whenever any notice of a meeting is required to be given to any member of this corporation under provisions of the Articles of Incorporation, these Bylaws, or the law of this state, a waiver of notice in writing signed by the member, whether before or after the time of the meeting, shall be equivalent to the giving of such notice. Section 11. Quorum for meetings. A quorum shall consist of 20% of the voting members of the corporation. Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, no business shall be considered by the members at any meeting at which the required quorum is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn. Section 12. Majority action as membership action. Every act or decision done or made by a majority of voting members present in person or by postal mail at a duly held meeting at which a quorum is present is the act of the members, unless the Articles of Incorporation, these Bylaws, or provisions of law require a greater number. Section 13. Voting rights. Each member is entitled to one vote on each matter submitted to a vote by the members. Voting at duly held meetings shall be by voice vote or written ballot. Election of Directors, however, shall be by written ballot. Section 14. Action by written ballot. Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, any action which may be taken at any regular or special meeting of members may be taken without a meeting if the corporation distributes a written ballot to each member entitled to vote on the matter. The ballot shall: 14.1. set forth the proposed action; 14.2. provide an opportunity to specify approval or disapproval of each proposal; 14.3. indicate the number of responses needed to meet the quorum requirement and, except for ballots soliciting votes for the election of directors, state the percentage of approvals necessary to pass the measure submitted; and 14.4. shall specify the date by which the ballot must be received by the corporation in order to be counted. The date set shall afford members a reasonable time within which to return the ballots to the corporation. Ballots shall be mailed or delivered in the manner required for giving notice of membership meetings as specified in these bylaws. Approval of action by written ballot shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the action at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. Directors shall be elected by written ballot as articulated in the Bylaws. Section 15. Conduct of meetings Meetings of members shall be presided over by the Chairperson of the Board, or, if there is no Chairperson or, in his or her absence, by the President of the corporation or, in his or her absence, by the Vice President of the corporation or, in the absence of all of these persons, by a Chairperson chosen by a majority of the voting members, present at the meeting. The Secretary of the corporation shall act as Secretary of all meetings of members, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting. Meetings shall be governed by the Board of Directors, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with the Articles of Incorporation, these Bylaws, or with provisions of law. Section 16 Order of Business. 16.1. Association Meetings. At meetings of the Association, the order of business, so far as the character and nature of the meeting may permit, shall be as follows:
Call meeting to order Roll Call Determination of quorum Reading and approval of minutes of last regular meeting and all special meetings held since the last regular meeting, if any. Report of President Report of Secretary Report of MembershipSecretary Report of Treasurer Reports of committees Introduction of new officers and board (at annual meeting) Unfinished business New business Adjournment
16. 2. Board Meetings. Regular meetings of Directors shall be held monthly based on a schedule as determined by 100% of the Board of Directors with not less than (9) nine Meetings of the year unless such day falls on a legal holiday, in which event the regular meeting shall be held at the same hour and place on the next business day. Voting for the election of directors when there is a vacancy shall be by written ballot or if elected by an electronic meeting the vote needs to be signed and mailed to the Secretary at their earliest convenience. Each director shall cast one vote per vacant position. The candidates receiving the highest number of votes up to the number of directors to be elected shall be elected to serve on the board. At meetings of the board, the order of business, unless otherwise directed by majority vote of those present, shall be as follows:
Call meeting to order Roll call Determination of quorum. Reading and approval of minutes of last regular meeting and all special meetings held since the last regular meeting, if any Report of President Report of Secretary Report of Membership Secretary Report of Treasurer Reports of committees Unfinished business
Election of new members New business Adjournment
ARTICLE VII Directors and officers. SECTION 1. Number. “Director" means any member of the governing board of a corporation, whether designated as director, trustee, manager, governor, or by any other title. The term "board" means "board of directors".
The corporation shall have seven (7) directors and collectively they shall be known as the Board of Directors. The Board of Directors shall be composed of the Officers President, Vice President, Secretary, Treasurer, Membership Secretary and 2 Directors, all of whom shall be members in good standing, and all of whom shall be elected as provided in Article 4, Section 3, and shall serve until their successors are elected. In addition, the immediate past President shall serve as a non-voting member of the board for a period of one year only. All Officers shall be limited to two consecutive terms of office and no person may hold more than one office per term. The other members of the Board of Directors shall be elected for two-year terms so staggered that one-half are elected at each annual meeting. 1.1 Any Director who misses two Board meetings within a Association year shall be removed from the Board of Directors, unless a majority of the Board members present and voting at the meeting from which the Director is absent for the second time votes to excuse one or both of the absences. General management of the Association’s affairs shall be entrusted to the Board of Directors. Section 2. Qualifications All Board members and Officers shall be members in good standing of United Alaskan Klee Kai Association, Inc. who have been Association members for one or more years and a member of good standing United Kennel Club. A Board member shall be elected as provided in this corporation organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code and shall serve until their successors are elected. In addition, the immediate past President shall serve as a non-voting member of the board for a period of one year only as advisor. General management of the Association’s affairs shall be entrusted to the Board of Directors.
Section 3. Officers. 3.1. Designation of officers. The officers of the corporation shall be a President, a Vice President, a Secretary, a Membership Secretary and a Treasurer. 3.2. Qualifications. Any qualified member means one having membership rights in a corporation in accordance with the provisions of its certificate of incorporation or by-laws. 3.3. ELECTION AND TERM OF OFFICE (a) Yearly Election. The first election shall take place in 2007. Thereafter, the election of Officers and Directors shall be conducted annually by secret written ballot, except that if no nominations are received by the Secretary as provided in Article V, Section 4.4, no ballot will be necessary. In this case, the persons selected by the Nominating Committee will be declared elected by the Secretary at the annual meeting of the Association. If additional nominations have been made as provided in Section 4.4, the Chairperson of the Tally Committee shall report the results of the election at the annual meeting. The nominated candidate receiving the greatest number of votes for each office or position on the board shall be declared elected. (b) Election Rotation. Positions will be elected on a rotating annual basis such that one-half of the Board is elected in each annual cycle. In odd-numbered years, the following positions will be elected to two-year terms: President, Vice President, Secretary and 1 Director. In even-numbered years, the following positions will be elected to two-year terms: Treasurer, Membership Secretary and 1 Director. (c) 2007 Election. In so much as 2007 will be the first election under these Bylaws, all seven positions will be elected using the procedures provided in these Bylaws. The President, Vice President, Secretary, and 1 Director will be elected to two year terms. Treasurer, Membership Secretary and 1 Director will be elected to one year terms. The one year term positions will not be counted toward the consecutive term exclusion defined in Article 3, Sections 1 and 5. (d) Nominations. No person may be a candidate for an office or position on the Board who has not been nominated. Nominations cannot be made at the annual meeting or in any manner other than as provided in this section. Any member of the nominating committee who wishes to be nominated for office must follow Section 3 Paragraph H Additional nominations. (e) Nominating Committee. Not later than 185 days before the annual meeting of the Association, the Board shall select a Nominating Committee, consisting of three members and one alternate, all members in good standing, none of which shall be a member of the current Board of Directors. The board shall name one member of the committee to serve as Chairperson, who shall be responsible for setting times and dates for Committee meetings and for reporting results to the Association Secretary. The Nominating Committee may conduct its business in person or by use of mail, fax, telephone or other electronic communication, provided that all decisions must be confirmed in writing to all members of the Committee within 10 days. (f) Tally Committee. At the same time it selects a Nominating Committee, or immediately before submitting a proposed amendment to the Constitution or Bylaws to the Secretary, the Board of Directors shall select three Association members, living within reasonable driving distance of one another, to serve as the Tally Committee, in the event that it becomes necessary to hold an election or vote on a proposed amendment to the Constitution and Bylaws, and count ballots. (1) The board shall name one member of this committee as Chairperson, who shall receive all mail-in ballots and who shall report the results of the election to the Association Secretary. (g) Candidates. The Nominating Committee shall nominate from among the eligible members of the Association, one candidate for each position on the Board of Directors to be elected in that annual cycle and shall procure acceptance of each nominee. The Committee should consider geographical representation of the membership when selecting nominees to the extent that it is practicable to do so. No person shall be nominated for more than one position. The Committee shall submit its slate of candidates to the Secretary not later than 150 days before the annual meeting of the Association. The Secretary shall mail the list, including the full name of each candidate and the state in which the candidate resides, no later than 120 days before the annual meeting of the Association, so that members may make additional nominations, if they so desire. Candidates nominated by the Committee shall not change the positions for which they are nominated after the list has been mailed to the membership. (h) Additional Nominations. Additional nominations of eligible members may be made by written petition signed by ten percent of the Association members in good standing at the time that the nomination list is mailed to the membership, addressed to the Secretary and received at the Secretary’s regular address not later than 90 days before the annual meeting of the Association, accompanied by a written acceptance of the nomination from each additional nominee. No person shall be nominated for more than one position. If no valid additional nominations are received by the Secretary on or before the deadline for submitting nominations, the Nominating Committee’s slate of candidates shall be declared elected at the time of the annual meeting and no balloting will be required. 1. If one or more valid nominations are received by the Secretary on or before the deadline for submitting nominations, not later than 70 days before the annual meeting the Secretary shall mail to each member in good standing a ballot listing in alphabetical order all of the nominees for each position, together with an envelope addressed to the Chairperson of the Tally Committee. 2. Each return envelope shall be uniquely identifiable to ensure only members in good standing return ballots. Ballots shall not have any identifiable features. (i) Counting The Ballots. Ballots must be returned by postal mail to the Chairperson of the Tally Committee not later than 30 days before the annual meeting of the Association. Ballots postmarked after that date shall be invalid. The Chairperson shall set a meeting time for the Tally Committee as soon as practicable after the deadline for balloting, and a place convenient to all committee members, at which meeting the committee shall count the ballots. The Chairperson shall report the election results to the Association Secretary not later than 5 days before the annual meeting of the Association is scheduled. All ballots and the envelopes in which they were received shall be given to the Secretary who shall keep them for two years as part of the Association’s official records. (j) Election Results. 1. The Secretary shall inform the President and the Board of Directors of the election results via e-mail immediately upon receipt of the results from the Tally Chairperson. 2. The Secretary shall then notify the newly elected officers/directors by e-mail and by postal mail of their having been elected. 3. The Secretary shall then furnish the election results to the Web Administrator who will post the results on the Association Website and to the Newsletter Editor who will publish the election results in the next issue of the Association Newsletter. 4. Election results will also be announced by the Secretary at the Annual Meeting of the Association.
Section 4. Duties of president. The President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the corporation and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. Unless another person is specifically appointed as Chairperson of the Board of Directors, The President shall preside at all meetings of the Board of Directors and, if this corporation has members, at all meetings of the members. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors.
Section 5. Duties of vice president. In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers as such. The Vice President shall serve as Parliamentarian, and shall have such powers and duties as may be assigned by the President and/or the Board of Directors of, and be subject to all the restrictions on, the President. The Vice President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors.
Section 6. Duties of secretary. The Secretary shall: 6.1 Certify and keep at the principal office of the corporation the original, or a copy, of these Bylaws as amended or otherwise altered to date. 6.2 Keep at the principal office of the corporation or at such other place as the board may determine, a book of minutes of all meetings of the directors, and, if applicable, meetings of committees of directors and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof. 6.3 See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law. 6.4 Be custodian of the records and of the seal of the corporation and affix the seal, as authorized by law or the provisions of these Bylaws, to duly executed documents of the corporation. 6.5 Exhibit at all reasonable times to any director of the corporation, or to his or her agent or attorney, on request the Bylaws, the membership book, and the minutes of the proceedings of the directors of the corporation 6.6 In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
Section 7. Duties of treasurer.The Treasurer shall: 7.1 Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors. 7.2 Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever. 7.3 Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements. 7.4 Keep and maintain adequate and correct accounts of the corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses. 7.5 Exhibit at all reasonable times the books of account and financial records to any director of the corporation, or to his or her agent or attorney, on request. 7.6 Render to the President and directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the corporation. 7.7 Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports. 7.8 In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
Section 8. Duties of membership secretary. The Membership Secretary shall: 8.1 Keep at the principal office of the corporation a membership book containing the name and contact information (address, phone number(s), and email address(es)) of each and any members, and, in the case where any membership has been terminated, he or she shall record such fact in the membership book together with the date on which such membership ceased. 8.2 Accept new membership applications and notify the Board of Directors and general membership of applications as articulated in the corporation’s Membership Provisions. 8.3 Collect challenges and reservations regarding membership applicants from members in good standing and report them to the Board of Directors. 8.4 Notify membership applicants of their acceptance or refusal to membership. 8.5 Provide each new member with a membership card, a copy of the corporation’s bylaws, the U.K.C. standard of the breed, and a current membership list. 8.6 Furnish a current membership list to the Nominating Committee Chairperson and Tally Committee Chairperson at the time appropriate to the execution of their duties. 8.7 In general, perform all duties incident to the office of Membership Secretary and such other duties as may be required by law, by the Articles of Incorporation of the corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors. Section 9. Removal and resignation. Any officer may be removed, with just cause, by a vote of two-thirds of the entire Board of Directors, at any time. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this Section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any officer of the corporation. Section 10. Term of office. Each director shall hold office for a period of one term or until his or her successor is elected and qualifies. All Officers shall be limited to two consecutive terms of office and no person may hold more than one office per term. The members of the Board of Directors shall be elected for two-year terms so staggered that one-half are elected and will assume office at the conclusion of the Annual meeting following the election. If no business may be conducted at the time appointed for the Annual meeting (due to a lack of quorum or other circumstance), the new members of the Board of Directors assume office at the time the meeting would have been held. 10.1 Not withstanding the foregoing, any Director and Officer shall automatically be removed for failure to perform the functions of his/her office with the majority vote of the board present. 10.2 Not withstanding the foregoing, any Director and Officer shall automatically be removed from office if he/she shall fail to attend two Board meetings within a Association year, unless a majority of the Board members present and voting at the meeting from which the Director is absent for the second time votes to excuse one or more of the absences. 10.3 General management of the Association’s affairs shall be entrusted to the Board of Directors. The governing body shall be the United States of America Internal Revenue Service, State of New York State Attorney Office and United Kennel Club. 10.4 Disqualification in the United Alaskan Klee Kai Association, Inc. shall be as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code purposes as specified in Section 501(c)(3) of the Internal Revenue Code, subject to the provisions of the laws of the State and any limitations in the Articles of Incorporation and these Bylaws. Section 11. Compensation. Directors shall serve without compensation for time and labor. Reasonable fees may be paid to directors for attending special educational or health seminar by 100% approval of the board of Directors and Membership. In addition, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties. Article VII. Offices Section 1. Principal office. The principal office of the corporation is located in the County of New York, State of New York. The Secretary of the State of New York is designated as agent of the corporation upon whom process against it may be served. The address within or without this state to which the Secretary of State shall mail a copy of any process accepted on behalf of the corporation is: 875 Avenue of the Americas, Suite 501, New York, New York 10001-3507 The name and street address in this state of the regional agent upon whom process against the corporation may be served is: National Registered Agents, Inc. 875 Avenue of the Americas, Suite 501, New York, New York 10001-3507
Section 2. Change of address. The designation of the county or state of the corporation's principal office may be changed by amendment of these Bylaws. The Board of Directors may change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed, nor require, an amendment of these Bylaws: ____________________ Dated: ________, 20__ ____________________ Dated: ________, 20__ ____________________ Dated: ________, 20__
Section 3. Other offices. The corporation may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the board of directors may, from time to time, designate.
Article VII. Nonprofit Purposes.
Section 1. Powers of the Board of directors. The Board of Directors shall have the power to exercise all rights and privileges subject to the provisions of the laws of the State, §501(c)(3) of the Internal Revenue Code, and any limitations in the Article of Incorporation and these Bylaws and members, if any, of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors 1.1 The Board shall have the power to appoint qualified individual members in good standing to any special committee deemed necessary or productive to benefit the advancement of the United Alaskan Klee Kai Assoc. Inc., Board of Directors, the President and Officers may not appoint anyone to a position on the Board without a vote. Only elected officials may have a vote on the Board. The only exception is in the case of an elected position that becomes vacant in mid-term and this will be filled as per these Bylaws. 1.2The Editor of the Newsletter and Website Designer /Server will be appointed by majority vote of the Board of Directors and officers. All monies coming to the Editor or Website Designer for advertising, subscriptions, or for any other reason, will be forwarded to the Treasurer of the United Alaskan Klee Kai Assoc., Inc. at the earliest convenience of the Editor. Under no conditions may the Editor possess a bank account in name of United Alaskan Klee Kai Assoc., Inc. or the Newsletter’s name, and under no conditions is the Editor authorized to endorse, deposit or in any way use the proceeds from the membership or individuals, for the Newsletter expenses, directly or indirectly. The United Alaskan Klee Kai Assoc., Treasurer will provide all monies for the Newsletter’s production and distribution, as per the Board’s directions, and the Board must approve the limits of the costs of operating the Newsletter. The method of delivering monies to the Editor for operating costs will be determined by the Board, whether by check, money orders, credit card, electronic transfers, or any other reasonable methods used by the industries or organizations of the age. Section 2. Duties It shall be the duty of the Directors and Officers organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code purposes as specified in Section 501(c)(3) of the Internal Revenue Code, subject to the provisions of the laws of the State and any limitations in the Articles of Incorporation and these Bylaws. Directors and Officers specific objectives and purposes of this corporation shall be to educate, promote health, welfare and responsible breeding, of the Breed of Dog known as the Alaskan Klee Kai. 2.1 Perform any duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws; 2.2 Appoint and remove, and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties of all officers, members, and agents and of the corporation; 2.3 Supervise all officers, members and agents and of the corporation to assure that their duties are performed properly; 2.4 Meet at such times and places as required by these Bylaws; 2.5 Register their addresses with the Secretary of the corporation, and notices of meetings by the united states postal service or by e-mail to them at such addresses shall be valid notices thereof. Section 3. Vacancies Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any director, and (2) whenever the number of authorized directors is increased. Any director may resign effective upon giving written notice to the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the corporation would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate agency of this state. Directors may be removed from office, as permitted by and in accordance with the laws of this state. Unless otherwise prohibited by the Articles of Incorporation, these Bylaws or provisions of law, vacancies on the board may be filled by majority vote of the board of directors. The person elected to fill a vacancy on the board shall hold office until the next election of that position to the Board of Directors or until his or her death, resignation or removal from office. No current member of the Board of Directors may be elected by the Board to fill a vacancy if such election will increase the time that the Director serves on the board without election by the membership.
Section 4. Nonliability of directors. |
