BYLAWS OF THE McNAB STOCKDOG FOUNDATION

INCORPORATED May 2020

Article 1

Title, Offices

SECTION 1. TITLE The organization shall be known as The McNab Stockdog Foundation, and shall at all times be operated and conducted as a non-profit corporation in accordance with the laws of the State of Colorado for such organizations and by which it shall acquire all such rights as granted to organizations of this kind.

Offices

Section 2. PLACE OF BUSINESS – The Principal office for The McNab Stockdog Foundation shall be in the state where the current registrar resides, its members or officers may be residents of any other state, territory, or country. The Board of Directors (The Board) may change the principal office from one location to another. By amendment of this section to state the new location.

Article II

Objective

Section 3. The McNab Stockdog Foundation’s purpose is to record and preserve the McNab Stockdog  a landrace breed as pertains to its history, breeding, publicity and conservation.

ARTICLE III

MEMBERS

SECTION 1. MEMBERS

1. 1. Membership is effective the calendar year in which membership dues are paid, expiring 12/31 of that year.
   2. Members may be individuals, or partnerships.
   3. As a condition of membership in the TMSF each member shall agree to conform to and abide by the Bylaws, Rules and Regulations of the Foundation, and amendments or modifications thereto, which may from time to time be amended.
   4. Application for membership may be made by submitting to TMSF as designated on an application in the form prescribed by the Board of Directors, accompanied by the established membership fee.
   5. All animals shall be registered under a single name unless they are owned by a partnership. In the case of a partnership a partnership agreement shall be placed on file with the current registrar of record at the time of the registration.
   6. The Board of Directors shall have the power to accept or reject applications for membership, amend the fee schedules, and establish Rules and Regulations covering the rights and privileges of members, consistent with the provisions of these Bylaws.
   7. Only Active members shall be entitled to vote on any matter submitted to a vote of the Membership. Each Active member shall have one vote. The rights and privileges of such membership, including the right to vote and hold office. Husband, spouse, and children under the age of eighteen are entitled to only one vote, even if each owns animals in his own name. An exception to this rule would be in such cases where spouse or children have purchased separate memberships.
   8. Membership in the TMSF shall cease upon the death resignation or expulsion of a member, except as may otherwise be provided in the Rules and Regulations of the TMSF. Membership is not transferable.
   9. The Board of Directors may provide for the issuance of Certificate evidencing membership
      
      

ARTICLE IV

Directors

Section 1. General Corporate Powers – Subject to the provisions of the Colorado Non-Profit Corporation Law, the Articles of Incorporation and these Bylaws, the business and affairs of the Corporation shall be managed, and all corporate power shall be exercised by or under the direction of the Board.

Section 2. Specific Powers – Without prejudice to these general powers, and subject to the same limitations, the Board shall have the power to:

1. 1. Select and remove all officers, agent’s, and employees of the Corporation; prescribe any powers and duties for them that are consistent with law, with the Articles of Incorporation and these Bylaws.

Section 3. There shall be no less than three nor more than nine directors, until changed by amendment of the Articles of Incorporation or bylaws.

Section 4. Term of Office – Directors shall be elected by the Board. An annual election will be held in May for half the board of director’s positions. Each director shall hold office for a term of two (2) years unless such director is removed, or such office is vacated pursuant to

Section 5 below. Directors will be seated in July  and vote for the new Executive Committee .  The original incorporators are exempt from term limits.  Subject to the provisions of Colorado Non-Profit Corporation Law, any director may resign effective upon giving written to the President, the Secretary, or the Board of Directors. If the resignation is effective at a future time, a successor may be selected before such time, to take office when the resignation becomes effective, serving as interim for the remaining duration of previous officer’s term.

Section 5. A vacancy or vacancies in the Board shall be deemed to exist in case of death, resignation, or removal of any director. The Board of Directors may declare vacant the office of a director whose membership in the TMSF,      has ceased to be an active member, or shall fail to attend three consecutive meetings, or otherwise fail to perform the duties of a Director, the Board of Directors may, after appropriate notice to such Director, remove him from office and declare a vacancy. The Board of Directors may then fill the vacancy by appointment of a new Director for the unexpired portion of the term.

Section 6. Conflict of Interest– No director shall participate in a decision of the Board of Directors in which such director has a personal, material and or financial interest.

1. President

The President shall set the Agenda and preside at all meetings of the Board of Directors, and Executive Committee.  Shall appoint all committee chairpersons as soon as possible after election to office. Shall authenticate by his/her signature, when necessary, all contracts and other formal instruments affecting the Corporation, after approval by the Board. Shall represent the Corporation in public or civic meetings as may be required.

2. Vice President

In the absence of the President, the Vice-President shall assume the duties of the President. In the absence or disability of both the President and Vice President, a member of the Board shall be chosen to assume the duties of the President temporarily.

The Board may appoint a Chairperson of the Standing Committees.

Shall act as Parliamentarian, following Robert’s Rules of Order, at all meetings and have a copy of the Bylaws available at all meetings. Shall have other powers and perform such other duties as may be prescribed by the Board or these Bylaws

1. Secretary
   1. Shall record the minutes of the meeting and send out prior to the next meeting.
   2. Shall keep a record of the Board, showing the names of all directors and their addresses, email, telephone numbers and terms of service.
   3. Shall keep the agenda, minutes and all backup information provided at the meeting, any email correspondence pertinent to the meetings, as well as the record of the Board in an electronic format to be stored in the designated cloud storage and remain accessible to all active Board Members.
   4. Shall give notice of all meetings to the Board required by these Bylaws to be given.
   5. The secretary shall have such other powers and perform such other duties as may be prescribed by the Board or these Bylaws.
2. 
   Treasurer
   1. Shall keep and maintain correct books and records of accounts of the business transactions of the Corporation, including copies of all disbursements with invoices and copies of all checks received and deposited.
   2. Shall provide a financial statement Monthly at Board meeting.
   3. Shall balance the checking account and keep a transaction register.
   4. Shall pay all operating costs aside from those that require Board approval.
   5. Shall provide an Operating Budget and a Year End Financial Statement (with a beginning and ending bank balance) at the January meeting as well as call for a review of the previous year’s records.
   6. Shall be responsible for all tax reporting (Secretary of State, IRS, State of Colorado, Attorney General)
   7. Shall keep all the above records in an electronic format (Treasurer’s reports, Accounts payable, Accounts receivable, Tax returns) to be stored in the designated cloud storage.

SECTION 7. COMMITTEES. The Board of Directors may, from time to time appoint standing or special committees which may include nonmembers of the Board of Directors. Standing or special committees appointed by the Board of Directors shall be charged with and limited to such responsibilities as the Board of Directors shall set forth by resolution.

Special Committees are those committees with specially defined purposes and missions yet whose existence is defined by the limits of its operations. Special Committee missions are defined, and their chairs are selected by resolution of the Board of Directors. Chair members may be selected from members of the Board or any outside persons of interest to the Group who exhibits qualifications to the Chair of such a Special Committee to the benefit of the Group. Upon completion of said purposes and missions of any Special Committees, cannot reconvene without renewed resolution of the Board of Directors.

Meeting and Action of Committees – Meetings and actions of committees shall be governed by and held and taken in accordance with, the provisions of the Bylaws.

ARTICLE V

Meetings

Section 1. PLACE OF MEETINGS – All TMSF designated meetings are permitted to be held at any place or time that has a predetermined location in person, or by teleconference, or virtual meeting.

SECTION 2. REGULAR BOARD MEETINGS – The current Board of Directors must hold Regular Board Meetings a minimum of four times per calendar year, spaced in quarterly increments, but are encouraged to convene with greater frequency, 12 times per year recommended, with additional meetings being scheduled as needed. Minutes of board meetings will be accessible to the public through  the website.

SECTION 3. ANNUAL MEETINGS. For the years in which TMSF active membership exceeds 100, an annual meeting is required, but may be held as deemed appropriate with fewer members. The regular annual meeting of the members shall be held for the purpose of electing directors and for the transaction of such other business as may be brought before the meeting.

When an annual meeting is to take place, notice of the meeting shall be given by electronic mail or mailing written notice stating the time and place of such meeting to each member’s last known address as it appears on the Association’s records not less than thirty (30) days prior to the date of such meeting.

 In the case of fewer than 100 active members in a calendar year, annual reports may be distributed in lieu of the annual meeting. Such reports shall include the same information of an annual meeting and include short bios of those nominated for elections, in addition to a voting ballot. Votes to be counted 30 calendar days from date of report.

SECTION 4. SPECIAL MEETINGS. The President, or a majority of the Board of directors may call special meetings of the members, by giving written notice to the membership of the time and place of such meeting at least fifteen (15) days in advance. At a special meeting, the members may transact only such business as is properly specified in the notice of meeting.

SECTION 5. QUORUM AND PROXY. For the purpose of election and the transaction of other business conducted at the annual meeting, the quorum shall consist of fifteen (15) or more voting members or ten percent (10%) of the total voting membership present in person plus those received electronically and by mail, whichever shall be the least. Provisions of the Colorado Nonprofit Corporation Law.

Voting by proxy shall not be permitted.

For conducting business and establishing motions, which may be voted on in Regular Board Meetings, a quorum shall consist of three present Board Members.

SECTION 6. MEETING CONDUCT

For specifications not specified within these Bylaws, the standard of conduct and operations for all TMSF meetings, committees, and assemblies, shall defer to Robert’s Rules of Order.

ARTICLE VI

DISCIPLINE, SUSPENSION, EXPULSION

SECTION 1. VIOLATIONS. In the case where a member of the TMSF, or any other person who is a holder of a Certificate of Registration issued by this TMSF, has engaged in misrepresentation or misconduct in connection with the breeding, showing, registration, purchase or sale of a McNab dog, or has willfully violated the Bylaws, Rules and Regulations of the TMSF, such conduct would be considered a possible violation, subject to investigation and penalties.  In case of a suspected violation(s), the Board reserves the right to initiate an investigation, or any member(s) of the Foundation or any other person  interest, shall  to the Secretary of the TMSF a written declaration of the facts upon which the complaint is based.  The Secretary shall present such charge to the Board of Directors at its next meeting.

SECTION 2. HEARING. Upon receiving a complaint, the Board of Directors shall set a time and place for hearing the charge or charges against the member or holder of a Certificate of Registration. The Board of Directors shall cause a written notice to be mailed, electronically, to the last known email address of the accused person at least thirty (30) days before the date of such hearing. If email is non-existent or known to be invalid, this process may take place via physical mail. The notice shall state the nature of the charges against the accused.

 At the time and place set for the hearing, the accused shall have the opportunity, in person or by counsel, to be heard and to present evidence in their own behalf and to hear and refute the evidence offered against him. The decision of the Board of Directors shall be final and binding on all parties.

SECTION 3. PENALTIES. If the Board of Directors considers that the charges are sustained, it may suspend or expel such offender, if a member of the TMSF, or impose such other appropriate penalties as it may decide and revoke or suspend      all privileges in the official Record of the TMSF, including refusal to transfer any Certificate and Registration issued by the TMSF and cancellation of any registration of an animal standing in the name of the accused person. The Board, in its discretion, may also suspend and hold in abeyance during the pending of any complaint before it, the privileges of membership in the TMSF if the accused is a member of the TMSF or the right to transfer any Certificate of Registration, if the accused is not a member.

SECTION 4: LIABILITIES

Board Members, founding, past, or present, and anyone affiliated with the TMSF such as, but not limited to, past, present or future boards of directors, officers, chairman, committees, members, or personally, are not held legally liable for any accusations made by persons internally or externally.

ARTICLE XII

Amendments

The Board of Directors may adopt, amend, or repeal Bylaws. Amendments or changes decided on by the Board are to be presented to the Members at the next Annual Meeting, for voting. A ⅔ vote of the Membership is required to pass the amendment or change. Once approved, a revision of the Bylaws must be submitted to the State for permanent record.

Adopted by Resolution of the Board of Directors this 26^th day of June 2020.     Alvina Butti President, Teri Garcin V-President, Sibbea Browning Secretary, Jody Camilletti Treasurer, Brittany Piper At Large.