BY-LAWS
OF
THE ORIGINAL MOUNTAIN CUR BREEDERS ASSOCIATION
Article I
PURPOSES
The Original Mountain Cur Breeders Association (“O.M. C.B .A.”) exists for the purpose of preserving the true Mountain Cur Dog from extinction and to promote better breeding of the dog known as the “All American Tree Dog”. The Corporation and its members shall strive to improve the Mountain Cur by maintaining strict breeding standards, by considering performance above all other characteristics in breeding.
Article II
OFFICES
The Corporation may have such offices, either within or without the State of Tennessee, as the Board of Directors may designate or as the business of the Corporation may require from time to time.
Article III
MEMBERS AND DUES
A. Members. Any person may become a member of the Corporation upon invitation and payment of the dues required for membership. A person will be considered suitable for membership if they are interested in the purposes for which the Corporation exists and are willing to abide by and uphold the policies, Charter, By-Laws, Rules and Regulations, and other dictates of the Corporation as exist at the time of their membership and as amended from time to time.
B. Dues. The annual membership dues shall be Ten Dollars ($10.00) per member, Fifteen Dollars ($15.00) for husband and wife memberships and Five Dollars ($5.00) for junior memberships (under the age of 15 years) provided at least one parent is a member. The annual dues are subject to review and increase or decrease by the Board of Directors from time to time.
C. Voting. Any member in good standing shall be entitled to one vote at all meetings of the members, provided said member has attained the age of 15 years.
D. Termination of Membership. A member may resign at any time and the Board of Directors shall have full authority and discretion to suspend or expel any member for the violation of the Charter, these By-Laws or any Rules and Regulations duly adopted by the Board of Directors of the Corporation or by reason of any conduct deemed by the Corporation to be prejudicial to its best interest. Prior to suspending or expelling a member, the Board of Directors shall give not less than fifteen (15) days prior written notice of such suspension or expulsion to the member and the reasons therefore and provide to such member a hearing not less than five (5) days before the effective date of such suspension or termination by the Board of Directors.
E. Transfer of Membership. A member may not transfer his or her membership in the Corporation.
Article IV
MEETINGS OF MEMBERS
A. Annual Meetings. An Annual Meeting of members of the Corporation shall be held on the second Saturday in June of every year, or on such date and at such place as may be determined by the Board of Directors. The business to be transacted at such meeting shall be the report of the President and Treasurer on the activities and financial condition of the Corporation, the election of Directors, other matters specified in the Annual Yearbook and such other business as shall be properly brought before the meeting.
B. Special Meetings. A Special Meeting of the members shall be held on call of the Board of Directors or, if the holders of at least ten percent (10) of all of the votes entitled to be cast on any issue proposed to be considered at the Special Meeting sign, date and deliver to the Corporation Secretary one or more written demands for the meeting describing the purpose or purposes for which such Special Meeting is to be held. Only business within the purpose or purposes described in the meeting notice may be conducted at a Special Meeting.
C. Place of Meetings. The Board of Directors may designate any place, either within or without the State of Tennessee, as the place of meeting for any Annual Meeting or for any Special Meeting, if no place is fixed by the Board of Directors, the meeting shall) be held at the principal office of the Corporation.
D. Notice of Meetings. Notice of the date, time and place of each Annual meeting shall be published in the Annual Yearbook. No other notice of the Annual Meeting is necessary. Notice of a Special Meeting of members with a description of the purpose or purposes for which the Special Meeting is called, shall be given no fewer than fifteen (15) days nor more than two (2) months before the date of the Special Meeting. Such notice shall comply with the requirements of Article XII of these By-Laws.
E. Membership List and Record Date. The Board of Directors shall fix a Record Date for the determination of members entitled to vote at any meeting of the members, to demand a Special Meeting, to vote or to take any other action, but such date shall not be more than sixty-two (62) days before the meeting or action requiring a determination of members. A Record Date fixed for the members meeting is effective for any adjournment of any such meeting unless the Board of Directors fixes a new Record Date, which it must do if the meeting is adjourned to a date more than three (3) months after the date fixed for the original meeting.
After the Record Date for a meeting has been fixed, the Secretary shall prepare an alphabetical list of the names of all members who are entitled to notice of a members’ meeting. The list of members shall be available for inspection by any member, beginning two (2) days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the Corporation’s principal office or at a place identified in the meeting notice in the City where the meeting will be held. The Corporation shall make the list of members available at the meeting and any member, his agent or attorney shall be entitled to inspect the list at any time during the meeting or any adjournment thereof.
F. Quorum. A quorum of the members consists of ten percent (10%) of the members present, either in person or by proxy at any meeting of the members. Once a member is represented for any purpose of the meeting, a member is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new Record Date is or must be set for that adjourned meeting.
G. Voting. Unless otherwise provided by the Tennessee Non-Profit Corporation Act (“The Act”), the Charter, or these By-Laws, each member is entitled to one vote on each matter voted on by members at a meeting of the members. If a quorum exists, any action voted on by the members is approved if the votes cast favoring the action exceeds the votes cast opposing the action, unless The Act, the Charter, or these By-Laws require a greater number of affirmative votes. Unless
otherwise provided in the Charter, Directors shall be elected by a plurality of the votes cast by the members entitled to vote in the election at a meeting at which a quorum is present.
H. Proxies. A member may vote in person or by proxy. A member may appoint a proxy to vote or otherwise act for the member by signing an appointment either personally or by the member’s attorney in fact. An appointment of a proxy is effective when received by the Secretary or other officer or agent authorized to tabulate votes. An appointment is valid for eleven (11) months unless another period is expressly provided in the appointment form. An appointment of a proxy is revocable by the member unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest. An irrevocable appointment becomes revocable when the interest with which it is coupled is extinguished.
I. Presiding Officer and Secretary. Meetings of the members shall be presided over by the President or, if the President is not present, by the Vice-President. The Secretary shall act as Secretary of every meeting, but if the Secretary is not present, the President shall choose any person present to act as Secretary of the meeting.
Article V
DIRECTORS
A. Powers and Duties. All Corporation powers shall be exercised by and under the authority of and the business and affairs of the Corporation managed under the direction of the Board of Directors.
B. Number and Term. The Board of Directors shall consist of no fewer than five (5) or more than thirteen (13) members. The exact number of Directors, within the minimum and maximum, or the range for the size of the Board, or whether the size of the Board shall be fixed or variable range, may be fixed, changed or determined from time to time by the members.
The Directors shall be elected at each Annual Meeting. The Directors shall serve for staggered terms. At the first Annual Meeting after adopting these By-Laws, the membership shall elect the number of Directors chosen to serve and three of the directors shall be elected for one (1) year, three of the directors shall be elected for two (2) years, three of the directors shall be elected for three (3) years and four (4) of the directors shall be elected for five (5) years.
C. Meetings. The Board of Directors may hold Annual, Regular and Special Meetings either within or without the State of Tennessee. Unless the Charter otherwise provides, the Board of Directors may permit any or all Directors to participate in a Regular or Special Meeting by or conduct the meeting through the use of any means of communication by which all Directors participating may simultaneously hear each other during the meeting. A Director participating in a meeting by this means is deemed to be present in person at the meeting.
1. Annual and Regular Meetings. Unless the Charter otherwise provides, the Annual Meeting of the Board of Directors shall be held immediately following the Annual Meeting of members and Regular Meetings of the Board of Directors may be held without notice of the date, time, place or purpose of the meeting.
2. Special Meetings. Special meetings of the Board of Directors may be called by the Chairperson, the President or any two Directors. Unless the Charter otherwise provides, Special Meetings must be proceeded by at least five (5) days notice of the date, time, place and purpose of such meeting.
3. Waiver of Notice. A Director may waive any required notice before or after the date and time stated in the notice. Except as provided in the next sentence, the waiver must be in writing, signed by the Director and filed with the Minutes or Corporate Records. A Director’s attendance at or participation in a meeting waives any required notice to such Director of such meeting unless the Director, at the beginning of the meeting (or promptly upon arrival) objects to the holding of the meeting or transacting business at the meeting and does not thereafter vote for or ascent to action taken at the meeting.
4. Quorum. Unless The Act or the Charter requires a greater number, a quorum of the Board of Directors consists of a majority of the Directors serving at the time of the notice of the meeting.
5. Voting. If a quorum is present when a vote is taken, the affirmative vote of a majority of the Directors present is the act of the Board of Directors, unless The Act, the Charter or these By-Laws require the vote of a greater number of Directors.
6. Action Without a Meeting. Unless The Act or the Charter otherwise provide, any action required or permitted by The Act to be taken at a Board of Directors meeting may be taken without a meeting. If all Directors consent to taking such action without a meeting, the affirmative vote of the number of Directors that would be necessary to authorize or take such action at a meeting is the act of the Board of Directors. Such action must be evidenced by one or more written consents describing the action taken, at least one of which is signed by each Director, indicating the Director’s vote or abstention on the action, which consents shall be included in the Minutes or filed with the Corporate Records reflecting the action taken. Action taken by consent is effective when the last Director signs the consent, unless the consent specifies a different effective date.
7. Compensation. Directors and members of any committee created by the Board of Directors shall be entitled to such reasonable compensation for their services as Directors and members of such committees as shall be fixed from time to time by the Board and shall also be entitled to reimbursement for any reasonable expenses incurred in attending meetings of the Board or of any such committee meetings. Any Director receiving such compensation shall not be barred from serving the Corporation in any other capacity and receiving reasonable compensation for such other services.
8. Resignation. A Director may resign at any time by delivering written notice to the Board of Directors, President or to the Corporation. The resignation is effective when the notice is delivered unless the notice specifies a later effective date.
9. Vacancies. Unless the Charter otherwise provides, if a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of Directors or a vacancy resulting from the removal of a Director with or without cause, either the members or the Board of Directors may fill such vacancy. If the Directors remaining in office constitute fewer than a quorum of the Board of Directors, they may fill such vacancy by the affirmative vote of a majority of all the Directors remaining in office.
10. Removal of Directors By Members. The members may remove one or more Directors elected by them for cause. Any Director may be removed by the members without cause by an affirmative vote of a majority of all of the members.
11. Removal of Directors By Directors. Any of the Directors may be removed for cause by an affirmative vote of a majority of the entire Board of Directors.
12. Removal of Directors – General. A Director may be removed by the members or Directors only at a meeting called for the purpose of removing such Director, and the meeting notice must state that the purpose, or, one of the purposes, of the meeting is the removal of Directors.
Article VI
COMMITTEES
The Board-of Directors may create one or more committees, each consisting of one or more members. Members of committees of the Board of Directors which exercise powers of the Board of Directors must be members of the Board of Directors. All committee members shall serve at the pleasure of the Board of Directors.
Article VII
OFFICERS
A. Number. The Officers of the Corporation shall be a Chairperson, a President, a Secretary, and a Registrar, and such other officers as may be from time to time appointed by the Board of Directors or by the Chairperson with the Board of Directors approval. One person may simultaneously hold more than one (1) office except the President may not simultaneously hold the office of Secretary.
B. Resignation and Removal. An officer may resign at any time by delivering notice to the Corporation. Such resignation is effective when such notice is delivered unless such notice specifies a later effective date. An officer’s resignation does not affect the Corporation’s contract rights, if any, with the officer.
The Board of Directors may remove any officer at any time with or without cause, but such removal shall not prejudice the contract rights, if any, of the person so removed.
C. Vacancy. Any vacancy in an office for any cause may be filled for the unexpired portion of the term by the Board of Directors.
D. Duties.
1. Chairperson. The Chairperson (if any) shall preside at all meetings of the Board of Directors, and shall see that all orders and resolutions of the Board of Directors are carried into effect and shall perform such other duties as the Board of Directors may, from time to time, prescribe.
2. President. The President shall be the Chief Executive Officer of the Corporation and shall have general supervision over the active management of the business and affairs of the Corporation. The President shall have the general powers and duties of supervision and management usually vested in the office of the President of the Corporation and shall perform such other duties as the Board of Directors may, from time to time, prescribe.
3. Vice-President. The Vice President or Vice-Presidents (if any shall be active executive officers of the Corporation, shall assist the/ Chairperson and the President in the active management of the business and shall perform such other duties as the Board of Directors or the President may, from time to time, prescribe.
4. The Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of the members and shall prepare and record all votes and all minutes of all such meetings in a book to be kept for that purpose. The Secretary shall perform like duties for any committee when required. The Secretary shall give, or cause to be given, notice of all meetings of the members and of the Board of Directors when required, and unless directed otherwise by the Board of Directors, shall keep a record containing the names of all persons who are members of the Corporation, showing their place of residence. The Secretary shall have the responsibility of authenticating records of the Corporation. The Secretary shall perform such other duties incident to the office of Secretary or as prescribed from time to time by the President or the Board of Directors.
5. Registrar. The Registrar shall see to the registration and keep records of all registrations with the Corporation. The Registrar shall be entitled to reimbursement for all expenditures necessary to carry out the duties of a Registrar.
6. The Treasurer. The Treasurer shall have the custody of the Corporations funds and securities, shall keep or cause to be kept a full and accurate account of receipts and disbursements in books belonging to the Corporation, and shall deposit or cause to be deposited all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse or cause to be disbursed the •funds of the Corporation as required in the ordinary course of business or as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors at the Regular Meetings of the Board, or whenever they may require it, an account of all transactions as Treasurer and financial conditions of the Corporation. The Treasurer shall perform such other duties as may be incident to the office or as prescribed from time to time by the Board of Directors.
7. Other Officers. Other Officers designated by the Board of Directors shall exercise such powers and perform such duties as may be delegated to them.
Article VIII
INDEMNIFICATION
A. Indemnification and Advancement of Expenses. The Corporation shall- indemnify every person who is or was a party or is or was threatened to be/ made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a Director, officer, employee or agent of the Corporation, or
is or was serving at the request of the Corporation as a Director, officer, employee, agent or trustee of another corporation or of a partnership, joint venture, trust, employee benefit plan or other enterprise, including service on a committee formed for any purpose (and, in each case, his or her heirs, executors and administrators) against all expense, liability and loss (including counsel fee, judgments, fines, ERISA excise taxes, penalties, and amounts paid in settlement) actually and reasonably incurred or suffered by such person in connection with such action, suit or proceeding, to the fullest extent permitted by applicable law, as in effect on the date hereof and as hereafter amended. Such indemnification may include advances of expenses in advance of final disposition of such action, suit or proceedings, subject to the provision of any applicable statute.
B. Non-exclusivity of Rights. The indemnification and advancement of expenses provisions of Article VII, Paragraph A above shall not be exclusive of any other right which any person (and his or her heirs, executors and administrators) may have or hereafter acquire under any statute, provision of the Charter, provision of these By-Laws, resolution adopted by the members, resolution adopted by the Board of Directors, agreement, or insurance, purchased by the Corporation or otherwise, both as to action in an official capacity and as to action in another capacity. The Corporation is hereby authorized to provide for the indemnification and advancement of expenses through its Charter, By-Laws, resolution of members, resolution of the Board of Directors and agreement.
C. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any individual who is or was a Director, officer, employee or agent of the Corporation, or who, while a Director, officer, employee or agent of the Corporation is or was serving at the request of the Corporation’s Board of Directors or its Chief Executive Officer as a Director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any expense, liability or loss whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under this Article or The Act.
Article IX
MEMBERSHIP CERTIFICATES
A. Membership With or Without Certificates. The Board of Directors shall authorize the design of the Membership Certificates to evidence the identification and standing of the members. _Each member, upon payment of the required fees and for so long as the member is a member in good standing, shall be entitled to receive a Membership Certificate which evidences his or her membership.
Article X
CORPORATE ACTIONS
A. Contracts. Unless otherwise required by the Board of Directors, the Chairperson, the President or any Vice-President or the Treasurer shall execute contracts or other instruments on behalf of or in the name of the Corporation. The Board of Directors may from time to time authorize any other officer, assistant officer or agent to enter into any contract or execute any instrument in the name of and on behalf of the Corporation as it may deem appropriate, and such authority may be general or confined to specific instances.
B. Loans. No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by the Chairperson, the President, the Treasurer or the Board of Directors. Such authority may be general or confined to specific instances.
C. Checks, Drafts, etc. Unless otherwise required by the Board of Directors, all checks, drafts, bills of exchange and other negotiable instruments of the Corporation shall be signed by either the Chairperson, the President, the Vice-President, the Treasurer or such other officer, assistant officer or agent of the Corporation as may be authorized so to do by the Board of Directors. Such authority may be general or confined to specific business, and, if so directed by the Board, the signatures of two (2) or more such officers may be required.
D. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks or other depositories as the Board of Directors may authorize.
Article X
FISCAL YEAR
The fiscal year of the Corporation shall be determined by the Board of Directors, and in the absence of such determination, shall be the calendar year.
Article XI
CORPORATE SEAL
The Corporation shall not have a corporate seal.
Article XII
NOTICE
Unless otherwise provided for in this By-Laws or The Act, any notice required shall be in writing except that oral notice is effective if it is reasonable under the circumstances and not prohibited by the Charter or these By-Laws. Notice may be communicated in person, by telephone, telegraph, teletype or other form or wire or wireless communication, or by mail or private carrier. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the are where published; or by radio, television or other form of public broadcast communication. Written notice to a domestic or foreign corporation authorized to transact business in Tennessee may be addressed to its registered agent at its registered office or to the corporation or its Secretary at its principal office as shown in its most recent annual report or, in the case of a foreign corporation that has not yet delivered an annual report, in its application for a certificate of authority.
Written notice to members, if in a comprehensible from, is effective when mailed, if mailed postpaid and correctly addressed to the member’s address shown in the Corporation’s current record of members. Except as provided above, written notice, if in a comprehensible from, is effective at the earliest of the following; (a) when received; (b) five (5) days after its deposit in the United States mail, if mailed correctly addressed and with first class postage affixed thereon; (c) on the date shown on the return receipt requested, and the receipt is signed by or on behalf of the addressee; or (d) twenty (20) days after its deposit in the United States mail, as evidenced by the postmark if mailed correctly addressed, and with other than first class, registered or certified postage affixed. Oral notice is effective when communicated if communicated in a comprehensible manner.
Article XIII
AMENDMENT OF BY-LAWS
These By-Laws may be amended from time to time by the members. The Board of Directors or the Members may propose amendments to the By-Laws. If the Board of Directors propose an amendment to these By-Laws, the proposed amendment shall be sent to all members with notice of the meeting to consider any amendments. The meeting may be regular or special. If the members propose an amendment to these By-Laws the amendment must be approved by 1091; of the total members. At the meeting called for the purpose to amend these By-Laws the amendment will be approved of two-thirds (2/3) of the members present and voting or a majority of all members entitled to vote, whichever is less, vote in favor of the amendment.