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ARTICLE I
PURPOSE
Section 1. Name.The name of the Foundation shall be Border Collie Health Foundation, Inc.
Section 2. Purpose.The purposes for which this Corporation is formed are:
To operate exclusively for charitable or educational purposes, and any other purpose described in Section 501(c)(3) of the Internal Revenue Code of 1986, and any corresponding provisions of future United States Revenue Laws ("Code"), including:
- To foster and promote the public's knowledge and appreciation of dogs in general and Border Collies in particular;
- To further understanding of the diseases, genetic anomalies and injuries which affect dogs in general and the Border Collie in particular;
- To support and promote study of and research on the character, history, genetics, diseases, breeding and related characteristics which establish the Border Collie as a distinct breed of dog and as a consequence, establish a data base of educational and resource materials on the Border Collie;
- To develop and make available to the general public and Border Collie fanciers in particular, information about the health of Border Collies.
No part of the Foundation's income or principal shall inure to the benefit of any private individual, and no substantial part of the activities of which is carrying on propaganda or otherwise attempting to influence legislation, or participating in or intervening in (including the publishing and distributing of statements) any political campaign on behalf of any candidate for public office; nor shall the Foundation engage in any activities that are unlawful under applicable federal, state or local laws.
Section 3. Registered office. The registered office of the Foundation is 1225 N. 53rd Street, Omaha, Nebraska 68132. The Foundation may establish other offices as may be determined by the Board of Directors.
ARTICLE II
MEMBERS
Section 1. Membership. Membership of the Foundation shall consist of the Board of Directors.
Section 2. Application for membership. Application for membership shall be open to any person who supports the statement of purpose contained in Article 1,
Section 2. Application to the Board of Directors for membership shall be made in writing. The Board of Directors shall vote upon the application at the next regular Directors' meeting and membership shall be granted only upon a majority vote of approval by the Board.
ARTICLE III
DIRECTORS
Section 1. General Powers
a) The business and affairs of the Foundation shall be managed by its Board of Directors.
Section 2. Number. The number of Directors on the Board of Directors shall be no fewer than four (4) and no more than fifteen (15). The Directors shall receive no compensation other than reasonable expenses.
Section 3. Election, Term of Office, and Eligibility. Directors shall be
elected at each Annual Meeting of the Directors by the affirmative vote of a majority of Directors present at such meeting and such proxy votes as exercised in accordance with Article III Section 10 and shall hold office for a term of three (3) years or until resigned, removed by the Board as provided herein or until their successors are elected and qualified, except that at least one-half of the initial Board of Directors shall serve an initial term of two years prior to being eligible for re-election to a three year term. The term shall begin on the first day of the next fiscal year following the election. Directors shall be eligible for re-election for up to three consecutive terms.
Section 4. Regular Meetings. A regular Annual Meeting of the Board of Directors shall be held during the last fiscal quarter of the year; provided, however, there shall be no less than one (1) regular meeting of the Board of Directors during the first, second, and third quarter of each year. The Board of Directors may provide by resolution the time and place for the holding of additional regular meetings of the Board of Directors without other notice than such resolution provided that all Directors are provided written notice of such resolution at least ten (10) days prior to the meeting date. Meetings, both Regular and Special, may be conducted telephonically by consent of a majority of the Directors. If a Director is unable to attend a regular meeting in person or telephonically, written notice of such absence must be received by the Secretary at least five (5) days prior to the meeting for the absence to be excused.
Section 5. Special Meetings. Special Meetings of the Board of Directors may be called by, or at the request of, the President or any three Directors. The person or persons authorized to call such Special Meetings may fix any time and place for such Special Meetings.
Section 6. Notice. Notice of any Special Meeting of the Board of Directors shall be given by mail posted at least five days prior to such meeting, or personally delivered or telegraphed. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any Director may waive notice of any meeting or request that such notice be given to such requesting Director by e-mail. If notice is given by e-mail, such notice shall be deemed delivered when sent to such requesting Director. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Any business may be transacted at any Directors' meeting, of which notice has been given, and at any meeting at which all Directors are present, whether or not notice or waiver thereof has been given.
Section 7. President. The President, or in his absence, the Vice
President, or in his absence, the President chosen by the Directors present, shall preside at all meetings of the Board of Directors.
Section 8. Quorum. No less than a majority of the Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than a quorum is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
Section 9. Manner of Acting. The act of the majority of the Directors serving in office shall be the act of the Board of Directors.
Section 10. Proxies. Proxies shall be allowed for the election of Directors and Officers. Proxy votes shall be written and have the signature of the Member and shall be presented to the Secretary for verification seven (7) days prior to the actual vote. Such proxy votes shall be filed in the records of the meeting and mailed to each Member within seven (7) days of the actual vote.
Section 11. Resignation, Removal and Absences. Resignation from the Board must be in writing and received by the Secretary. The resignation shall be deemed effective upon receipt of the notice by the Secretary. Any Director who has two unexcused absences from regular board meetings in one year may be removed from the Board.
Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
Section 12. Dispensing With Meetings. Whenever the vote of the Board
of Directors at a meeting thereof is required to be taken in connection with any corporate action, the meeting of Directors may be dispensed with and the corporate action may be carried forward if each Director consents in writing to a written vote on the action without a meeting of Directors. Such written vote may be conducted either through US Mail or via electronic mail.
ARTICLE IV
OFFICERS
Section 1. Number. The officers of the Foundation shall be a President, a Secretary, and a Treasurer. An officer must be a Director at all times to hold such office.
Section 2. Election and Term of Office. The officers of the Foundation will be elected by the Directors annually at the regular Annual Meeting of the Directors. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.
Section 3. Subordinate Officers. The Board of Directors from time to time
may appoint subordinate officers, each of whom shall hold office at the pleasure of the Board of Directors or for such term as the Board of Directors may designate.
Section 4. Vacancies. Any vacancies occurring in the office of President, Secretary, or Treasurer by death, resignation, removal, or otherwise may be filled for the unexpired portion of the term of the Board of Directors at a Special Meeting called for such purpose, but such vacancies need not be filled until the first Annual Meeting of Board subsequent to the vacation of the office, if the Board of Directors does not deem it advisable to fill the vacancy prior to that meeting. An officer may resign his or her office without resigning from the Board of Directors upon approval of the Board of Directors.
Section 5. Salaries. Officers of the Foundation shall not receive compensation for acting in the capacity of such elected office.
Section 6. President. The President shall be the chief executive officer of
the Foundation and, subject to the direction and under the supervision of the Board of Directors, shall have general charge of the business affairs and property of the Foundation and control of its several officers. The President shall have such other duties and responsibilities and may exercise such other powers as are usually incident to the office or as from time to time may be assigned to him by these Bylaws or the Board of Directors.
Section 7. Secretary. It shall be the duty of the Secretary to keep an accurate record of accounts and proceedings of all Directors' meetings; keep an accurate record of proceedings of all meetings; keep an accurate record of Members, Members in Good Standing, and Members entitled to vote; give all notices required by law, by the Board of Directors, by the Articles of Incorporation, or by these Bylaws; and assist in keeping the books of account of the Foundation and its correspondence. The Secretary shall have such other duties and responsibilities and may exercise such other powers as are usually incident to the office or as from time to time may be assigned to him by these Bylaws, the Board of Directors, or the President. The Board of Directors or the President may delegate all or part of the authority and duties of the Secretary to Assistant Secretaries.
Section 8. Treasurer. The Treasurer shall have custody of the Foundation's funds; keep full and accurate accounts of all receipts and disbursements of the Foundation, and inventory of assets, and a record of the liabilities of the
Foundation; deposit all money and other securities in such depositories as may be designated by the Board of Directors, taking proper vouchers for disbursements; and prepare all statements and reports required by law, by the President, or by the Board of Directors. The Treasurer shall have such other duties and responsibilities and may exercise such other powers as are usually incident to the office or as from time to time may be assigned to him by these Bylaws, the Board of Directors, or the President. The Board of Directors or the President may delegate all or part of the authority and duties of the Treasurer to Assistant Treasurers.
ARTICLE V
COMMITTEES
Section 1. Committees of the Board of Directors. Board of Directors shall have full power to constitute such committees as it deems necessary or desirable to advise or assist it in the transaction of the business of the Foundation. The President shall appoint the committee chair for each committee established by the Board. Each such committee shall have only that authority and responsibility, which is expressly delegated to it by the Board of Directors at the time the committee is organized or from, time to time thereafter.
Section 2. Nominating Committee. By resolution, each year the Board shall appoint a Nominating Committee of at least two Directors. The Nominating Committee shall solicit volunteers to stand for election to the Board, including the Officer positions. Nominating Committee Members shall only be eligible for nomination from the floor. The Nominating Committee may, if it so chooses, nominate one or more persons for each position to be filled on the Board. The Nominating Committee shall complete prior to and shall report its completed slate to the Directors in the notice for the required Annual Meeting of the Board. There is no limit on the number of people that may be nominated (with their express consent) from the floor or prior to elections during the Annual Meeting.
Section 3. Executive Committee. The three officers shall serve as the members of the Executive Committee and shall have all powers and authority of the Board in the intervals between meetings, subject to the direction and control of the full Board and the Bylaws, except the Committee shall not have such powers to amend the Articles of Incorporation or to amend the Bylaws.
Section 4. Finance Committee.The Finance Committee shall consist of two Directors and the Treasurer, who shall be the committee chair of the Finance Committee. The Finance Committee shall develop and review fiscal procedures, fundraising plans, and the Foundation annual budget. The Committee shall also prepare an annual budget subject to approval by the full Board. Annual reports must be prepared and submitted to the full Board detailing income, expenditures and pending income. Any changes in the budget exceeding five percent (5%) of the annual budget must be approved by a majority of the Board at the next general meeting or if not practicable, by the Executive Committee. The financial records of the Foundation are public information and shall be made available to all Board members and the public with written notice as required by law.
ARTICLE VI
FISCAL YEAR
The fiscal year of the Foundation shall end on December 31 of each year hereafter.
ARTICLE VII
WAIVER OF NOTICE
Whenever any notice is required to be given to any Director or to any Member of the Foundation under the provisions of these Bylaws or under the provisions of the Articles of Incorporation or under the provisions of the Nebraska Nonprofit Corporation Act, a waiver thereof in writing, signed by the Director or any Member entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE VIII
AGENTS AND REPRESENTATIVES
The Board of Directors may appoint such agents and representatives of the Foundation with such powers and to perform such acts or duties on behalf of the Foundation as the Board of Directors may see fit, so far as may be consistent with these Bylaws, to the extend authorized or permitted by law.
ARTICLE IX
CONTRACTS
The Board of Directors, except as in these Bylaws otherwise provided,
may authorize by resolution any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Foundation, and such resolution may be general or confined to a specific instance, and unless so authorized by the Board of Directors, no officer, agent, or employee shall have any power or authority to bind the Foundation by any contract or engagement, or to pledge its credit, or render it liable pecuniarily for any purpose or to any amount.
ARTICLE X
VOTING STOCK OWNED BY THE FOUNDATION
Unless otherwise ordered by the Board of Directors, the President shall
have full power and authority on behalf of the Foundation to vote either in person or by proxy at any meeting of stockholders of any Foundation in which this Foundation may hold stock, and at any such meeting may possess and exercise all of the rights and powers incident to the ownership of such stock which, as the owner thereof, this Foundation might have possessed and exercised if present. The Board of Directors may confer like powers upon any other person and may revoke any such powers as granted at its pleasure.
ARTICLE XI
PROHIBITION AGAINST SHARING IN CORPORATE EARNINGS
No Director, officer, or employee of or member of a committee of or person connected with the Foundation, or any other private individual shall receive any of the net earnings or pecuniary profit from the operations of the Foundation, provided, that this shall not prevent the payment to any such person of such reasonable compensation for services rendered to or for the Foundation in effecting any of its purposes as shall be fixed by the Board of Directors, and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Foundation. Upon dissolution or winding up of the affairs of the Foundation, whether voluntary or involuntary, the assets of the Foundation, after all debts have been satisfied, then remaining in the hands of the Board of Directors shall be distributed, transferred, conveyed, delivered, and paid over in such amount as the Board of Directors may determine or as may be determined by a court of competent jurisdiction upon application of the Board of Directors exclusively to selected animal care charitable organizations, which would then qualify under the provisions of Section501(c)(3) and Sections 509(a)(1) and 509(a)(2) of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended.
ARTICLE XII
INVESTMENTS
The Foundation shall have the right to retain all or any part of any securities or property acquired by it in whatever manner and to invest and reinvest any funds held by it, according to the judgment of the Board of Directors, without being restricted to the class of investments which a Director is or may hereafter be permitted by law to make or any similar restriction, provided, however, that no action shall taken by or on behalf of the Foundation if such action is a prohibited transaction or would result in the denial of the tax exemption under Sections 503 or 504 of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended.
ARTICLE XIII
AMENDMENT OF BYLAWS
The Bylaws and Articles of Incorporation of the Foundation may be amended by resolution of the Board, adopted by vote of a majority of the Directors at any Annual, General
ARTICLE XIV
DISSOLUTION
The Foundation may be dissolved at any time by the written consent of not less than 2/3 of the Directors. In the event of the dissolution of the Foundation, whether voluntary, involuntary or by operation of law, none of the property of the Foundation nor any proceeds thereof nor any assets of the Foundation may be distributed to any Directors of the Foundation. Upon dissolution of the Foundation, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of the The Foundation, distribute all assets of the Foundation exclusively to selected animal care charitable organizations that are described in Section 509(a)(1) or Section 509(a)(2) of the Code, and which at the time of dissolution qualify as exempt organizations under Section 501(c)(3) of the Code, and if there are no such organizations so organized, operated and qualified at the time of the dissolution of this Foundation, then the assets remaining after paying or making provisions for the payment of liabilities of the Foundation shall be distributed exclusively, for the purposes of the Foundation in such manner, or to such organization or organizations organized and operated exclusively for charitable, education, religious or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Code, and as the Board of Directors shall determine.
We hereby certify that the above and foregoing Bylaws were adopted by written consent of the Board of Directors.
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