United Alaskan Klee Kai Association: Constitution

Section 1	To keep the natural qualities of the breed known as the Alaskan Klee Kai by selective breeding;
Section 2	To encourage members to adopt high ethical standards of practice in breeding, selling, and caring for their dogs;
Section 3	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;
Section 4	To keep the 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;
Section 5	To conduct 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;
Section 6	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 open to the Alaskan Klee Kai;
Section 7	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;
Section 8	To encourage sportsmanlike behavior from its members at all times;
Section 9	To organize and maintain a National Alaskan Klee Kai Rescue Group to rehabilitate and re-home Alaskan Klee Kai;
Section 10	To organize and maintain an Alaskan Klee Kai Health Foundation 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;
Section 11	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.

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. 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. 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 Association Constitution and Bylaws, and who is in good standing with U.K.C. 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.
Section 2	Types of membership.
	Section 2.1	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 2.2	Charter membership. Individual members who joined the Association on or before September 30, 2001, shall be entitled to the designation “Charter Member.”
	Section 2.3	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 office at any one time.
	Section 2.4	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. No honorary members may vote, or be eligible to hold office, unless he/she was a member in good standing of the Association at the time he/she was elected to honorary membership.
	Section 2.5	Junior membership. Junior membership is open to any individual who is eight to seventeen years of age. Juniors may convert to Regular membership upon reaching their 18th birthday. Junior members shall not be entitled to vote nor eligible to hold office, but shall be eligible for annual trophies or awards offered by or through the Association.
Section 3	Dues and Initiation Fee.
	Section 3.1	Dues. Annual membership dues shall be determined by the Board of Directors not to exceed $50.00 per person per year.
	Section 3.2	Payment of dues. Dues are payable on or before the 1st day of January of each year.
	Section 3.3	Dues Renewal Notification. 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 or e-mail. Section 3.3.a Any member whose dues remain unpaid (delinquent) 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 3.3.b Membership in the Association will be automatically terminated if member dues remain unpaid i.e., not received by the Membership Secretary on or before March 31st.
	Section 3.4	Non-payment 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 3.5	Initiation fee. There shall be a one-time non-refundable fee of $15.00 for each application for Individual or Family/Household membership, payable upon application for membership.
Section 4	Application for membership.
	Section 4.1		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.
	Section 4.2		Sponsors. Each application shall be endorsed by two Association members in good standing, who are not members of the same household , and who have been Association members for at least one year and are familiar with the applicant as a responsible owner and/or breeder of dogs.
	Section 4.3		Publication of applicants’ names. The name, city, and state of each applicant, and the names of each applicant’s sponsors, shall be published in the first Association newsletter and / or on the Association website upon receipt of the application by the Membership Secretary. Letters from the membership regarding the application will be accepted by the Membership Secretary for one month following publication and all such letters will be provided to the board of directors. If no substantial reason for denial is presented to the board during this time, the application will be voted on by the board.
Section 5	Election To Membership. Applicants may be elected by secret ballot at the next meeting of the Board of Directors or by secret vote of the Directors by mail, except that no mail vote may be initiated until each Board member has received a copy of all comments on the application from the Membership Secretary. Affirmative votes of a majority of the Directors present at a meeting of the Board or of the entire Board voting by mail shall be required to elect an applicant. The applicant’s membership shall become effective immediately after the board votes and the Membership Secretary shall duly notify the applicant immediately after the board’s voting their acceptance. Names and addresses of the newly accepted members and their sponsors names shall be published in the next Newsletter following their acceptance.
Section 6	Rejected Applications. The sponsor of any applicant whose membership application is rejected by the Board may personally present the application at the next meeting of the Association. The Association membership may elect such applicant by secret ballot and a favorable vote of 75 percent of the members present, in good standing, and voting.
Section 7	Termination Of Membership. Memberships may be terminated for any of the following reasons:
	Section 7.1		Resignation. Any member in good standing may resign from the Association upon written notice to the Secretary. Resignation shall not discharge or eliminate any debt owed to the Association. Dues are considered an obligation to the Association and are incurred the first day of each fiscal year.
	Section 7.2		Lapsing. A membership will be considered as lapsed and automatically terminated if such member’s dues remain unpaid after March 31st. The Board of Directors may grant a grace period of an additional 30 days for payment to any member who applies for an extension. In no case may a person be entitled to vote at any Association meeting whose dues are unpaid as of the date of the meeting. Dues paid at such a meeting allow that member reinstatement of voting rights.
	Section 7.3		Suspension. Any member who is suspended 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.
	Section 7.4		Expulsion. A membership may be terminated by expulsion as provided in Article VIII, Section 4 of these bylaws.

Article II. Association Year.

Section 1	Fiscal Year. The Association’s fiscal year shall begin on the first day of January and end on the last day of December.
Section 2	Official Year.
	Section 2.1	The Association’s formation years (2001 through 2004). The Association’s official year shall begin immediately upon the Annual meeting being called to order and will continue until the next Annual meeting is called to order.
	Section 2.2	Post formation years (beginning in 2005). The Association’s official year shall begin immediately at the conclusion of the election at the annual meeting or on non-election years at the conclusion of the annual meeting and shall continue through the election at the next annual meeting.

Article III. Meetings.

Section 1	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. The quorum for this and all other Association membership meetings shall be 20 percent of the members in good standing.
Section 2	Special Association Meetings. 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. 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 3	Regular Board Meetings. The first meeting of the Board shall be held immediately following the annual Association meeting and election. Meetings of the Association Board of Directors shall be held at such times and places as the Board of Directors shall from time to time determine by resolution of the Board of Directors. Written notice of each such meeting shall be mailed by the Secretary at least 15 days prior to the date of the meeting (unless 100% of the BOD agree to waive such notice). The quorum for such a meeting shall be a majority of the Board.
Section 4	Special Board Meetings. Special meetings of the Board may be called by either the Association President or the Vice President. 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 . Such special meetings shall be held at such time and place as may be designated by the person authorized to call such meeting. The Secretary shall mail written 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). 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). The quorum for such a meeting shall be a majority of the Board.
Section 5	Electronic Meetings. Association and Board members may use e-mail, chat rooms, message boards and other means of electronic communication to facilitate Association business but no official voting may be done other than by mail or in person.
	Section 5.1	Association Electronic Meetings. Written notice of Association on-line discussions shall be mailed or e- mailed to all Association members in good standing by the Secretary at least 14 days and not more than 30 days prior to the scheduled discussion. Notice shall include a designated e-mail list, chat room or message board with instructions how to access the list, room or message board. the purpose(s) of the meeting and the starting and ending date and times during which discussion may take place. No other Association business shall be discussed. No quorum shall be required for Association discussions. No vote may be taken on any motion. The Secretary shall be responsible for keeping minutes of these discussions by using and keeping chat room logs, copying messages from the message board, copying e-mail from the list, or by taking notes of the discussion.
	Section 5.2	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. Notice of these regular discussions may be held without notice but the President shall e-mail all board members with an Agenda at least 48 hours before the electronic board meeting commences. 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. A quorum for these discussions shall be a majority of the Board members. 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. 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. 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 5.3	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. All Board of Directors are to be notified and confirmation received of all special electronic board meetings. 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). The Officer calling for the meeting shall publish an agenda at the beginning of each discussion. The Secretary will take a roll call at the beginning of each designated special meeting scheduled for that date. A quorum for these special meetings shall be a majority of the Board members. 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. 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. 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 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 5.3.a. 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. All Board of Directors are to be notified and confirmation received of all special electronic board meetings. The Secretary shall 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). Any such notice shall state the purpose of the meeting and no other business shall be transacted thereat. The Secretary will take a roll call at the beginning of each designated special meeting scheduled for that date. A quorum for these special meetings shall be a majority of the Board members. 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. 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. 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 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 6	Minutes. The Secretary shall record detailed minutes of all Association and Board meetings according to Section 5 above, and these minutes shall become part of the permanent records of the Association. A detailed summary of all minutes shall be supplied each Board Member. Except for minutes of Executive Sessions of the Board, a brief summarization of meetings shall be published in the Association newsletter and may also be published on the Association’s web site.
Section 7	Voting. Each Association member in good standing whose dues are paid for the current year shall be entitled to vote at any meeting at which the member is present or by ballot. Proxy voting shall not be permitted.

Article IV. Directors and Officers.

Section 1	Board of Directors. The Board of Directors shall be composed of the Officers and 2 Directors, all of whom shall be members in good standing, residents of the United States, and all of whom shall be elected as provided in Article V 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. General management of the Association’s affairs shall be entrusted to the Board of Directors.
Section 2	Term of Office. The Officers and Board members of the Association shall serve for two years or until their successors are elected. All Officers shall be limited to two consecutive terms of office and no person may hold more than one office per term. Any director who misses two board meetings within an 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.
Section 3	Officers. The Association’s Officers, consisting of the President, Vice President, Secretary, Membership Secretary and Treasurer shall serve in their respective capacities both with regard to the Association and its meetings and the board and its meetings. All Officers must be in good standing with the United Kennel Club.
	Section 3.1	President. The President shall be the Chief Operating Officer of the Association and shall have the general powers of supervising and managing the day-to-day operations of the Association. The President shall preside at all membership meetings of the Association and of the Board, and shall also be ex-officio a non-voting member of all Association committees. The President shall have the duties and powers normally appurtenant to the office of President in addition to those particularly specified in these bylaws.
	Section 3.2	Vice President. The Vice President shall assist the President when and where possible. 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 The Vice President shall have the duties and exercise the powers of the President in case of the President’s death, absence or incapacity.
	Section 3.3	Secretary. The Secretary shall: a. Keep a record of all meetings of the Association and of the Board of Directors and of all matters of which a record shall be ordered by the Association; b. Furnish copies of all minutes of all meetings to the Board members in a timely fashion and in a form prescribed by the Board; and c. Have charge of the correspondence, including but not limited to: 1) Notifying members of meetings and events; 2) Preparing, printing, and mailing official Association ballots; 3) Notifying Officers and directors of their election to office; 4) In the death or incapacity of the President and Vice President, calling a special meeting of the remaining Board for the purpose of the board electing a new President and Vice President; and 5) Carrying out other such duties are as prescribed in these bylaws or as may be directed by the President or the Board.
	Section 3.4	Membership Secretary. The Membership Secretary shall: a. Notify new members of their election to membership; b. Keep an up-to-date roll of the members of the Association with their addresses, phone numbers, and e-mail addresses; c. Accept membership applications and issue membership cards; d. Provide each new member with a copy of the Association’s current constitution and bylaws, the U.K.C. standard of the breed, and a current membership list; e. Furnish a current membership list to the Tally Committee Chairperson prior to the time set for counting ballots; f. Assist the Secretary when needed; and g. Carry out other such duties are as prescribed in these bylaws or as may be directed by the President or the Board.
	Section 3.5	Treasurer. The Treasurer shall collect and receive all moneys due or belonging to the Association. Moneys shall be deposited in a bank designated by the Board, in the name of the Association. The books shall at all times be accurate, up to date, and open to inspection by the board. A report shall be given at every meeting of the condition of the Association’s finances and every item of receipt or payment not before reported; and at the annual meeting, an accounting shall be rendered of all moneys received and expended during the previous fiscal year. At each odd year’s annual meeting, the treasury must be audited and a full report presented at the annual meeting. In the event of the resignation, death or expulsion of the Treasurer, all moneys and account books of the Association shall be handed over to the Board of Directors until the office of Treasurer is filled. The President shall sign all checks during this interim period. The Treasurer shall maintain a record of all non-expendable Association property held by the Directors and other members of the Association. The Treasurer shall be bonded in such amount as the Board shall determine. The bonding expense shall be the responsibility of the club.
	Section 3.6	Section 3.6. Directors. The Directors along with the officers shall: a. Participate in and vote on all issues coming before the Board, and b. Carry out their duties in a manner consistent with the best interests of the Association and the Alaskan Klee Kai breed.
Section 4	Vacancies. Any vacancies occurring on the Board or among the offices during the year shall be filled until the next annual election by a majority vote of all the then members of the Board at its first regular meeting following the creation of such vacancy, or at a special Board meeting called for that purpose, except that a vacancy in the office of President shall be filled automatically by the Vice President and resulting vacancy in the office of Vice President shall be filled by the board.
Section 5	Compensation. The members of the board shall serve without compensation for time or labor but may be compensated for reasonable and necessary expenses.

Article V. Elections.

Section 1	Biennial Election. The first election shall take place in 2005. Thereafter, the election of Officers and directors shall be conducted in odd-numbered years 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.
Section 2	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.
	Section 2.1	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.
	Section 2.2	Section 2.2. Tally Committee. At the same time it selects a Nominating Committee, or after 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. 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.
	Section 2.3	Candidates. The Nominating Committee shall nominate from among the eligible members of the Association, one candidate for each office and for each other position on the Board of Directors 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.
	Section 2.4	Additional Nominations. Additional nominations of eligible members may be made by written petition signed by ten percent of the Association members in good standing, 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. a. 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. b. 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.
	Section 2.5	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.
	Section 2.6	Election Results.
		Section 2.6.a. 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. The Secretary shall then notify the newly elected officers/directors by e-mail and by postal mail of their having been elected. 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
		Section 2.6.b. Election results will also be announced by the Secretary at the Annual Meeting of the Association.
	Section 2.7	Section 2.7. Change of Officers and Board Members. The newly-elected Officers and board members shall take office at the conclusion of the annual meeting at which they were elected and hold their first meeting immediately thereafter. Each retiring Officer and board member shall turn over to his/her successor in office all properties and records relating to that office within 30 days after the election.

Article VI. Contracts, Loans, Checks.

Section 1	Contracts. The Board may authorize any Officer, agent or employee to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association.
Section 2	Loans. No loan shall be contracted on behalf of the Association, and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
Section 3	Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Association shall be signed by the Association Treasurer, or such agent or employee of the Association and in such a manner as shall from time to time be determined by the board.

Article VII. Committees.

Section 1	Appointing Committees. The Board shall each year appoint such standing committees as needed to advance the operation of the Association. The Board may appoint special committees to facilitate particular projects. Such committees shall always be subject to the final authority of the Board.
Section 2	Terminating Committee Appointments. Any committee appointment may be terminated by majority vote of the full membership of the board upon full written notice to the appointee, and the board may appoint successors to those persons whose service has been terminated.

Article VIII. Discipline.

Section 1	United Kennel Club Suspension. Any member who is suspended from the privileges of the United Kennel Club shall be automatically suspended from the privileges of this Association for a like period.
Section 2	Charges. Any member may prefer charges against a member for alleged misconduct prejudicial to the best interests of the Association or the breed. Written charges with specifications must be filed in duplicate with the Secretary together with a deposit of $25.00, which shall be forfeited if such charges are not sustained by the Board following a hearing. The Secretary shall promptly send a copy of the charges to each member of the board or present them at a Board meeting, and the Board shall first consider whether the actions alleged in the charges, if proven, might constitute conduct prejudicial to the best interests of the Association or the breed. If the Board considers that the charges do not allege prejudicial conduct, the Board may refuse to entertain jurisdiction. If the Board entertains jurisdiction of the charges, it shall fix a date for a hearing by the Board not less than three weeks nor more than six weeks thereafter. The Secretary shall promptly send one copy of the charges to the accused member by registered mail together with a notice of the hearing and an assurance that the respondent may personally appear in his/her own defense and bring witnesses if he/she wishes.
Section 3	Board Hearing. The Board shall have complete authority to decide whether counsel may attend the hearing, but both complainant and respondent shall be treated uniformly in that regard. Should the charges be sustained after hearing all the evidence and testimony presented by complainant and respondent, the Board may by a majority vote of those present suspend the respondent from all privileges of the Association for not more than six months from the date of the hearing. If the Board deems that punishment insufficient, it may also recommend to the membership that the penalty be expulsion. In such case, the suspension shall not restrict the respondent’s right to appear before his fellow members at the ensuing Association meeting which considers the board’s recommendation. Immediately after the board has reached a decision, its finding shall be put in written form and filed with the Secretary. The Secretary, in turn, shall notify each of the parties of the board’s decision and penalty, if any.
Section 4	Expulsion. Expulsion of a member from the Association may be accomplished only at the annual meeting of the Association following a Board hearing and upon the Board’s recommendation as provided in Section 3 of this Article. The respondent shall have the privilege of appearing in his or her own behalf though no evidence shall be taken to this meeting. The President shall read the charges, and the findings and recommendations, and shall invite the respondent, if present, to speak on his/her own behalf. The meeting shall then vote by secret written ballot on the proposed expulsion. A 2/3 vote of those present and voting at the meeting shall be necessary for expulsion. If expulsion is not so voted, the suspension shall stand.

Article IX. Amendments.

Section 1	Proposing Amendments.
	Section 1a	Amendments to the Association’s Constitution and Bylaws may be proposed by the Board of Directors at any time during the official year and must then be submitted in writing to the membership, with the recommendation of the Board, for a vote.
	Section 1b	Amendments to the Constitution and Bylaws may also be proposed by written petition addressed to the Secretary signed by 20 percent of the membership in good standing. The Secretary shall present such petition to the BOD for their prompt consideration and said petition must then be submitted to the membership in good standing, with the recommendation of the BOD, for a vote within three months of the date when the petition was received by the Secretary.
	Section 1c	No proposed amendments shall be presented to the membership less than 60 days prior to the date of an annual meeting.
Section 2	Publishing Proposed Amendments. Proposed amendments must be published with the recommendations of the Board on the Association’s website and in the Association newsletter not later than 60 days prior to the date of the Annual meeting. Ballots may be mailed separately or with the newsletter not later than 60 days prior to the date of the Annual meeting. The Secretary shall mail to each member in good standing a secret ballot listing all proposed amendments, together with an envelope addressed to the Chairperson of the Tally Committee. The same ballot form may be used for proposed amendments as for the election of Officers and board members.
Section 3	Voting Procedures. Proposed amendments to the constitution and bylaws may be included on the same ballot used for the election of board members. Ballots shall be returned, counted, and results announced in accordance with the procedures outlined in Article V, Sections 2.5 and 2.6. The favorable vote of 2/3 of the members in good standing who return valid ballots within the specified time limit shall be required to effect such a proposed amendment.
Section 4	U.K.C. Approval. No amendment to the Association’s Constitution and Bylaws that is adopted by the Association shall become effective until it has been approved by U.K.C. Article X. Dissolution. The Association may be dissolved at any time by the written consent of not less than 2/3 of the members in good standing. In the event of the dissolution of the Association, whether voluntary or involuntary or by operation of law, other than for purposes of reorganization, none of the property of the Association nor any proceeds thereof nor any assets of the Association shall be distributed to any members of the Association, but after payment of the debts of the Association, its property and assets shall be given to a charitable organization for the benefit of dogs selected by the Board.

Article XI. Order of Business.

Section 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 Membership Secretary

Report of Treasurer

Reports of committees

Election of officers and board (at annual meeting in odd-numbered years)

Unfinished business

New business

Adjournment

Section 2

Board Meetings. 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 XII. Parliamentary Authority.

The rules contained in the current edition of “Robert’s Rules of Order, Newly Revised,” shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any other special rules of order the Association may adopt.

Article XIII. Certification.

Section 1

Original Certification. The original Constitution and Bylaws of the North East Alaskan Klee Kai Association included eighteen pages voted on and adopted by the Board of Directors on August 12, 2001,

James H. Butler, President

Carol S. Din, Vice President

Gail M. Compton, Secretary

Ruth M. Elliott, Treasurer

Mary T. Ryan, Membership Secretary

Marilyn R. Butler, Director

Bryan Genez, Director

Section 2

Amendment. The undersigned Officers of the Association hereby certify that the foregoing Constitution and Bylaws, consisting of twenty (20) pages, including this page, constitute the Constitution and Bylaws of the United Alaskan Klee Kai Association (formerly: North East Alaskan Klee Kai Association) of the Village of Schroon Lake, Town of Schroon, County of Essex, State of New York, duly approved by written ballot of the Association’s Membership, and adopted by its Board of Directors at the 2003 Annual Meeting properly noticed and held in Kalamazoo, MI, and at which a quorum was present, on the 12th June, 2003.

James H. Butler, President

Carol S. Din, Vice President

Christina Miller, Secretary

Ruth M. Elliott, Treasurer

Mary T. Ryan, Membership Secretary

Marilyn R. Butler, Director

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. The President shall e-mail all board members with an Agenda at least 48 hours before the electronic board meeting commences.

(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.

(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__

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. The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.

Section 5. Indemnification by corporation of directors and officers. The directors and officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of this state.

Section 6. Insurance for corporate agents

Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the Articles of Incorporation, these Bylaws or provisions of law.

Article VIII. Parliamentary Authority.

Article IX. Amendments.

Section 1. Proposing Amendments.

Section 1.1. Amendments to the Association’s Constitution and Bylaws may be proposed by the Board of Directors at any time during the official year and must then be submitted in writing to the membership, with the recommendation of the Board, for a vote.

Section 1.2. Amendments to the Constitution and Bylaws may also be proposed by written petition addressed to the Secretary signed by 20 percent of the membership in good standing. The Secretary shall present such petition to the BOD for their prompt consideration and said petition must then be submitted to the membership in good standing, with the recommendation of the BOD, for a vote within three months of the date when the petition was received by the Secretary.

Section 1.3. No proposed amendments shall be presented to the membership less than 60 days prior to the date of an annual meeting.

Section 2. Publishing Proposed Amendments. Proposed amendments must be published with the recommendations of the Board on the Association’s website and in the Association newsletter not later than 60 days prior to the date of the Annual meeting. Ballots may be mailed separately or with the newsletter not later than 60 days prior to the date of the Annual meeting. The Secretary shall mail to each member in good standing a secret ballot listing all proposed amendments, together with an envelope addressed to the Chairperson of the Tally Committee. The same ballot form may be used for proposed amendments as for the election of Officers and board members.

Section 3. Voting Procedures. Proposed amendments to the constitution and bylaws may be included on the same ballot used for the election of board members. Ballots shall be returned, counted, and results announced in accordance with the procedures outlined in Article V, Sections 2.5 and 2.6. The favorable vote of 2/3 of the members in good standing who return valid ballots within the specified time limit shall be required to effect such a proposed amendment.

Section 4. Approval. No amendment to the Association’s Constitution and Bylaws that is adopted by the Association shall become effective until it has been approved by Federal, State and U.K.C.

Article X. Dissolution. The Association may be dissolved at any time by the written consent of not less than 2/3 of the members in good standing. In the event of the dissolution of the Association, whether voluntary or involuntary or by operation of law, other than for purposes of reorganization, none of the property of the Association nor any proceeds thereof nor any assets of the Association shall be distributed to any members of the Association, but after payment of the debts of the Association, its property and assets shall be given to a charitable organization for the benefit of dogs selected by the Board.

Article XI. Committees

Section 1. Executive committee. The Board of Directors may, by a majority vote of its members, designate an Executive Committee consisting of three board members and may delegate to such committee the powers and authority of the board in the management of the business and affairs of the corporation, to the extent permitted, and except as may otherwise be provided, by provisions of law.

By a majority vote of its members, the board may at any time revoke or modify any or all of the Executive Committee authority so delegated, increase or decrease but not below two (2) the number of the members of the Executive Committee, and fill vacancies on the Executive Committee from the members of the board. The Executive Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the board from time to time as the board may require.

Section 2. Other committees. The corporation shall have such other committees as may from time to time be designated by resolution of the Board of Directors. These committees may consist of persons who are not also members of the board and shall act in an advisory capacity to the board.

Section 3. Meetings and action of committees. Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular and special meetings of committees may be fixed by resolution of the Board of Directors or by the committee. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.

Article XII. Execution of instruments, deposits, and funds.

Section 1. Execution of instruments. The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

Section 2. Checks and notes.Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the Treasurer and countersigned by the President of the corporation.

Section 3. Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

Section 4. Gifts. The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the nonprofit purposes of this corporation.

Article XIII. Corporate records, reports, and seal.

Section 1. Maintenance of corporate records. The corporation shall keep at its principal office:

1.1 Minutes of all meetings of directors, committees of the board and, if this corporation has members, of all meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;

1.2 Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;

1.3 A record of its members, if any, indicating their names and addresses and, if applicable, the class of membership held by each member and the termination date of any membership;

1.4 A copy of the corporation’s Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members, if any, of the corporation at all reasonable times during office hours.

Section 2. Corporate seal. The Board of Directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept in the Secretary’s possession. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument. The corporate seal or letterhead can only be used exclusively for official club business

Section 4. Directors’ inspection rights. Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation and shall have such other rights to inspect the books, records and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions of law.

Section 4. Members’ inspection rights. If this corporation has any members, then each and every member shall have the following inspection rights, for a purpose reasonably related to such person’s interest as a member:

4.1 To inspect and copy the record of all members’ names, addresses and voting rights, at reasonable times, upon written demand on the Secretary of the corporation, which demand shall state the purpose for which the inspection rights are requested.

4.2 To obtain from the Secretary of the corporation, upon written demand on, and payment of a reasonable charge to, the Secretary of the corporation, a list of the names, addresses and voting rights of those members entitled to vote for the election of directors as of the most recent record date for which the list has been compiled or as of the date specified by the member subsequent to the date of demand. The demand shall state the purpose for which the list is requested. The membership list shall be made within a reasonable time after the demand is received by the Secretary of the corporation or after the date specified therein as of which the list is to be compiled.

4.3 To inspect at any reasonable time the books, records, or minutes of proceedings of the members or of the board or committees of the board, upon written demand on the Secretary of the corporation by the member, for a purpose reasonably related to such person’s interests as a member. A minimal charge will be made for any copies of records to cover costs.

Members shall have such other rights to inspect the books, records and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions of law.

Section 5. Right to copy and make extracts. Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection shall include the right to copy and make extracts.

Section 6. Periodic report. The board shall cause any annual or periodic report required under law to be prepared and delivered to an office of this state or to the members, if any, of this corporation, to be so prepared and delivered within the time limits set by law or within 30 days prior to the annual election.

Article XIV. IRC 501(c)(3) Tax exemption provisions

Section 1. Limitations on activities. No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation [except as otherwise provided by Section 501(h) of the Internal Revenue Code], and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.

Notwithstanding any other provisions of these Bylaws, this corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

Section 2. Prohibition against private inurnment. No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers of the corporation, or other private persons, (except that a reasonable compensation may be paid for services rendered to or for the corporation) the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation. And no member, trustee, officer of the corporation or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the corporation.

Section 3. Distribution of assets. Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within the meaning of Section 510(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.

Section 4. Private foundation requirements and restrictions. In any taxable year in which this corporation is a private foundation as described in Section 509(a) of the Internal Revenue Code, the corporation 1) shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code; 2) shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code; 3) shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; 4) shall not make any investments in such manner as to subject the corporation to tax under Section 4944 of the Internal Revenue Code; and 5) shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.

Article XV. Amendment of bylaws.

Section 1. Amendment. Subject to the power of the members, if any, of this corporation to adopt, amend or repeal the Bylaws of this corporation and except as may otherwise be specified under provisions of law, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted.

Article XVI. Construction and terms. If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this corporation, the provisions of the Articles of Incorporation shall govern.

Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.

All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation, Articles of Organization, Certificate of Incorporation, Organizational Charter, Corporate Charter, or other founding document of this corporation filed with an office of this state and used to establish the legal existence of this corporation.

All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.

ADOPTION OF BYLAWS

We, the undersigned, are all of the initial directors or incorporators of this corporation, and we consent to, and hereby do, adopt the foregoing Bylaws, consisting of __________ preceding pages, as the Bylaws of this corporation.

Dated: __________

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PRESIDENT MEMBERSHIP SECRETARY

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VICE PRESIDENT DIRECTOR

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SECRETARY DIRECTOR

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TREASURER