By-Laws

 

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CONSTITUTION

MICHIGAN BORDER COLLIE ASSOCIATION, INC.

            ARTICLE I: NAME

The name of the Association shall be the Michigan Border Collie Association, Inc. incorporated as a not-for-profit corporation under the laws and statutes of the State of Michigan under which it shall be governed.

ARTICLE II: OBJECTIVES

The objectives of the Association shall be:

  1. To further the overall well-being of the Border Collie breed.

  2. To promote the Border Collie as a working dog.

  3. To nurture awareness of and respect for the instinctive abilities of the Border Collie.

  4. To provide communication among all Border Collie owners, and bring together stock dog owners and those working in obedience and other endeavors.

  5. To sponsor various activities that will help to accomplish these goals.

ARTICLE III: STATUS

The Association shall be operated as a non-profit corporation. None of the income or profits shall inure to the benefit of the officers or members either as salaries, wages or dividends.

 

ARTICLE IV: REGISTERED OFFICE AND AGENT

The initial registered agent shall be Richard P. McClure and the registered office shall be 122 South St. City of Belleville, County of Wayne, state of Michigan 48111, and may be changed from time to time by a majority vote of the Officers and Board of Directors as the need arises.

 

ARTICLE V: BY-LAWS

The membership shall adopt and may from time to time amend By-Laws as the same are necessary to conduct the business and meet the objectives of the Association.

 

This constitution shall be considered ratified and adopted upon a vote of two-thirds of the Officers and Board of Directors of the Association.

 

BY-LAWS

MICHIGAN BORDER COLLIE ASSOCIATION, INC.

 

ARTICLE I: MEMBERSHIP

                         Section 1: Eligibility

Membership shall be open to all persons who subscribe to the purposes and principles of the Association. Eligibility shall be unrestricted as to age and residence, and shall be of one type only: full, voting membership.

Section 2: Dues

Annual membership dues shall be set by the Board of Directors and changed from time to time as the need arises. Dues shall be payable on or before January 1st of the year for which they are due. Memberships for which dues are unpaid on March 1st of any year shall be considered lapsed.

Section 3: Election to Membership

Prospective members shall make application for membership on a form to be approved by the Board of Directors. The application shall provide an agreement by the applicant to abide by the Constitution and By-Laws and shall be accompanied by payment of dues for the current year. Applications shall be subject to the approval of the Board of Directors.

Section 4: Termination of Membership

Membership in the Association may be terminated in any of the following manners:

a) Resignation Any member may resign from the Association by giving written notice to the Secretary. The resignation shall be effective upon receipt but shall not act to forgive any debt owing by the resigning member to the Association.

b) Lapse A membership shall be considered lapsed and automatically terminated at any time a member’s dues are not paid by March 1st of the current year. Any offices held by such lapsed members shall be considered vacant on March 1st, and shall be filled according to the provisions of these By-Laws.

C) Expulsion A membership may be terminated by the Board for Cause

 

ARTICLE II: OFFICERS AND DIRECTORS

                         Section 1: Board of Directors

The Board shall include the President, Vice-President, Secretary, Treasurer arid two Directors. Members of the Board shall be members in good standing of the Association and shall be elected by the general membership at the Annual Meeting. The term of the Officers and Directors shall be for two years from the Annual Meeting at which they are elected. The general management of the Association’s business shall be conducted by the Board of Directors.

Section 2: Officers

a) President The President shall act as presiding officer at all meetings of the Board of Directors, and general membership. The President shall exercise those powers and assume those duties as specified in these By-Laws, and such other powers and duties as shall normally pertain to the office. At any meeting, the President shall only vote to break a deadlock.

b) Vice-President The Vice-President shall act in the absence or disability of the President. As an officer, the Vice-President shall have a vote on all matters, except that he/she shall only vote to break a deadlock when acting as presiding officer in the President’s absence.

c) Secretary The Secretary shall keep a record of all meetings of the Board of Directors and general membership and of all votes on issues before the Association. The Secretary shall also receive, answer and send, according to the direction of the Board of Directors, correspondence to and from the Association, shall send notification of meetings as required by these By-Laws, and shall perform such other duties as required by these By-laws or as directed by the Board of Directors.

d) Treasurer The Treasurer shall receive and deposit all funds of the Association in an institution and in such accounts as directed by the Board of Directors, and shall make such disbursements as directed by the Board of Directors. The Treasurer shall also account at the Annual Meeting for the funds received and disbursed during the previous fiscal year.

e) Directors The two Directors shall assist the Officers in the conduct of the business of the Association. Each Director shall serve a two year term except that on the first Board, one Director shall have a one year term to allow for the staggered election as previously provided.

Section 3: Vacancies

Any Board member may resign at any time by formal written announcement to the Board of Directors. Unfilled terms shall be filled by appointment by the President, and approved by the Board of Directors. Any vacancy in the office of President, either through death, disability, or termination of membership, shall be filled by the Vice-President for the balance of the remaining term.

Section 4: Succession

No person may serve more than three terms successively in any particular office.

Section 5: Removal

Removal of a Board Member shall be for:

  1. Cause.

  2. Two consecutive unexcused absences from any meetings.

 

 

ARTICLE III: MEETINGS, FISCAL YEAR, VOTING AND ELECTIONS

                         Section 1: Annual Meeting

The Annual Meeting of the Association shall be before the last Saturday in March in conjunction with an Association event. At that meeting, the members shall elect the Officers and Board of Directors for the next year. The Treasurer shall report to the Association on the condition of the finances of the Association for the preceding year. The Secretary shall, thirty (30) days in advance, send notice to all members of the time and place of the Annual Meeting and shall include on the notice the names of the persons nominated by the Nominating committee for election to the offices and director positions, and any other item(s) to be voted on. At the Annual meeting, all members in good standing shall be eligible to vote on a one member I one vote basis. The candidate(s) receiving the most votes shall be elected. Ballots will be counted by the Election committee.

Section 2: Fiscal Year

The fiscal year of the Association shall be from Annual Meeting to Annual Meeting.

Section 3: Board Meetings

The Board of Directors shall meet at least four times annually to include the Annual meeting. A portion of all Board meetings shall be open to the general membership of the Association for discussion of issues before the board, but only board members shall be eligible to vote. The Board shall decide at each meeting when it will next meet. The Secretary shall notify all Board members of meetings two weeks prior to that date. All Board meetings must have a quorum of 2/3.

Section 4: Emergency Matters

Any matters that arise between meetings of the Board which require immediate action may, when the President thinks it is proper and expedient, be resolved by the Secretary taking a poll of the board by phone. The Secretary shall keep a record of the votes of the Board members and shall report to the board on the vote at its next regular meeting.

Section 5: Special Meetings

Any Board member or any two or more members of the Association, may request a special Board meeting between scheduled Board meetings to consider any specific items of business which they feel needs to be acted upon prior to the next scheduled meeting. The President, by polling the Board members, shall set a meeting at the earliest possible time which shall be held for the purpose of discussing and resolving those items of business only. The Secretary shall give five days notice to the membership of the date, time, and place of the meeting.

Section 6: Nominations and Elections

The President shall, at least sixty (60) days prior to the Annual Meeting, name three members in good standing of the Association to act as a Nominating Committee for offices for the next year. The committee shall meet and review the possible candidates from members in good standing of the Association and prepare a list of candidates for each office and director to be elected. Potential nominees must then consent to be nominated in writing to the Committee. The Committee Chairman shall present the list of nominees to the secretary at least forty-five (45) days prior to the Annual Meeting.

Additional nominations may be made for each Officer and director to be elected at the meeting. Such nominees must either be present to consent, or have given their written consent in advance to be nominated.

At the close of nominations, a secret vote shall be conducted for all offices for which two or more people are nominated. The Election Committee shall tabulate the ballots and the individual receiving the most votes shall be elected. For all offices for which there is only one nominee, the Secretary shall cast one vote and that individual shall be deemed elected.

Section 7: Conduct of Meetings

Meetings will be run following Robert’s Rules of Order. There shall be a policy of no smoking during any meeting.

Section 8: Board Voting

A motion shall be carried by simple majority. The President shall have the power of veto over all Board resolutions. In order to override the President’s veto, the Board must carry a three -quarters (3/4) majority. At each meeting of the Board each member shall be entitled to vote in person or by proxy by a voting member present at such meeting. A vote by proxy is permissible only in writing and only for items listed on the Board agenda as distributed prior to any meeting of the Board. Proxy authorization shall not be restricted to votes via voice of yea or nay on the specified agenda items, but shall be authorization for exercise at the discretion of the proxy holder.

Section 9: Powers of the Board

The Board of directors shall have all powers and authority over the affairs of the association except as otherwise set out in these by-laws. It shall be authorized to adopt rules and regulations as it may deem proper for the economy, progress and success of the association, provided they do not conflict with these by-laws or adopted standing rules. The power of the Board shall include those powers vested by law, to purchase or otherwise encumber or deal in property, rights, interests and/or privileges of the association, upon such terms and conditions and for such price as the Board deem proper.

 

ARTICLE IV: COMMITTEES

                         Section 1: Appointment

The President, with the advise and consent of the Board shall, as soon as possible after the Annual Meeting, create committees and appoint individuals to them to carry out the purposes of the Association Committees, their members and chairmen, shall serve at the pleasure of the Board and may be terminated or replaced by a majority vote of the Board. All Chairmen and committee members shall serve until they either resign or replaced.

 

ARTICLE V: DISCIPLINE

                         Section 1: Charges

Any Association member in good standing may bring charges against any other member alleging violation of the Constitution, By-Laws, Code of Ethics, rules, regulations or other written policies or for conduct prejudicial to the best interests of the Association. The charges must be in writing alleging specific facts and circumstances and filed with the Secretary with a deposit of fifty ($50.00) dollars in cash. The Secretary shall hold the deposit pending the outcome of a hearing on the charges. If the charges are sustained, the deposit shall be returned to the member bringing the charges. If the charges are dismissed, the deposit shall be forfeited to the Association.

Section 2: Procedures

a) Upon receiving written charges and the deposit, the Secretary shall send a copy of the charges within ten (10) days to all members of the Board of Directors.

b) Upon receipt of the charges, the Board shall, within sixty (60) days, consider whether the pacts cited might constitute a violation of the Constitution, By-Laws, Code of Ethics, rules, regulations, or other written policies of the Association or are prejudicial to its best interests. If the Board so finds, and takes jurisdiction, the Secretary shall, within (10) days, send a copy of the charges along with the section or sections of the Constitution or By-Laws or rule, regulation or policy violated to the person accused, along with advice of his/her rights and procedure to respond and defend themselves and a date for the hearing of the Board.

C) The accused shall have twenty-one (21) days to respond in writing. If the accused admits the misconduct or fails to respond within the time allowed, the charges shall be considered sustained.

d) At the hearing, if the charges are admitted or unrefuted, the board shall consider the discipline to be given the accused. lf the charges are denied, the board shall consider any competent and relevant and reliable evidence concerning the charges. The members of the Board, voting by secret ballot, shall decide whether the charges are sustained. Charges shall be considered sustained if so voted by two thirds of the Board members.

e) At the hearing on the charges, the accused shall have the right to be present during all proceedings including voting and may have present a person to advise him and may call witnesses and present evidence to refute the charges.

f) Upon the charges being sustained, admitted or unrefuted, the Board shall then consider what discipline shall be rendered. The accused shall have the right to present any evidence which may tend to negate the violations alleged. The Board shall then adjourn to a closed session to consider the discipline to be given. A majority vote of the Board shall prevail as to the discipline to be given.

g) The Board may render discipline in the form of a fine up to one hundred ($100.00) dollars and or a suspension of membership for up to one year. The accused shall be considered suspended until all fines levied or any conditions present are satisfied.

 

ARTICLE VI: AMENDMENTS

                         Section 1: Procedure

Amendments to the Constitution and By-Laws may be proposed by the Board of Directors or by a petition of 20% of the membership in good standing. Amendments proposed shall be part of the written notification of the annual meeting and voted on by the general membership at that meeting. Should the board consider that immediate action is required, the Board may call a special meeting to consider the proposed amendments. Amendments shall be considered adopted if so voted by two thirds of the members present and voting.