NATIONAL BEAGLE CLUB OF AMERICA, INC.
Incorporated as a non-stock Corporation
under the Laws of Virginia
September 24, 1970
BY LAWS
Last amended November 2004
ARTICLE I
Offices
| Principal Business Office
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Section1.1 The principal business office of the Corporation shall be at the Institute Farm in the town of Aldie, County of Loudoun and State of Virginia. |
| Other Offices
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Section 1.2 The Corporation may also have offices at such other places as the Board of Directors may from time to time determine. |
ARTICLE II
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| Membership
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Section 2.1 There shall be five types of individual Membership open to all persons who subscribe to the purposes of this Club; each type having certain rights and privileges, obligations and liabilities which may differ in respects from those appertaining to another type or types: |
| Types of Membership | 1. A
Regular Member, as defined in Section 2.2 2. A Junior Member, under 18 years of age, as defined in Section 2.3. 3. A Supporting Member, as defined in Section 2.4. 4. An Associate Member, as defined in Section 2.5 5. An Honorary Member, as defined in Section 2.6. National Beagle Club of America, Inc. Page 1 of 16 BY LAWS |
| Section 2.2
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Regular Member shall be an individual 18 years of age or older, who shall be entitled to the use of the Clubs grounds and facilities in accordance with the Clubs established rules and regulations, and shall be entitled to vote at any meeting of the Regular Members in accordance with Article III. Each application for Regular Membership must be presented in writing to the Secretary by at least two Regular Members of the Club, one of who will be the proposer and the Secretary will refer such application to the Directors. Applicants may be elected at any meeting of the Board of Directors by the affirmative votes of 2/3rds of the Board of Directions, who may vote by mail if nor Present at the meeting, and such election shall be recorded in the Minute Book. |
| Section 2.3. | Junior Member shall be the same as a Regular Member, but shall not be entitled to vote nor to hold office. Upon reaching 18 years of age a Junior Member shall become a Regular Member. |
| Section 2.4. | Supporting Member shall be an individual who owns an AKC Registered basset or beagle or who is a member or subscriber in good standing of a recognized Beagle or Basset, private or subscription pack or who wishes to support the objectives of the CLub. A Supporting Member shall not pay an initiation fee, nor shall such Member be entitled to run his hounds on the grounds. Each applicant for Supporting Membership shall apply to the Secretary on a form as approved by the Board of Directors, which shall provide that the applicant agrees to abide by the Clubs By-Laws and the rules of the American Kennel Club. Dues payment for the current year shall accompany the application. The SSupporting Member Secretary is authorized to accept all properly executed Supporting Membership applications and shall report such new Supporting Membership to the Directors at their next regular meeting. Supporting Members shall have no vote except to elect one Supporting Member in accordance with Section 4.11, who shall be a Member of the Board of Directors. |
National Beagle Club of America, Inc. Page 2 of 16 BY LAWS
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| Section 2.5. | Associate Member shall be an individual who wishes to assist the Club in pursuing its objectives. An Associate Member shall not pay an initiation fee, nor shall such a Member be entitled to participate in hound activities on the grounds except insofar as such Member may be entitled to do so from time to time as a Member of a recognized club or pack, and any reduced lodging fees provided to any other type of Membership shall not be applicable to Associate Members. Each applicant for Associate Membership shall apply to the Secretary on a form as approved by the Board of Directors which shall provide that the applicant agrees to abide by the Clubs By-Laws and rules of the American Kennel Club. The Secretary is authorized to accept all properly executed Associate Membership applications and shall report such new Associate Memberships to the Directors at their next regular meeting. Associate Members have no vote. |
| Section 2.6. | Honorary Member. An Honorary Member is appointed in recognition of long and valued service to the Club, or for other desirable purposes by a majority vote of the entire Board of Directors. The Honorary Secretary of the Masters of Harriers and Beagles Association of England; the Honorary Secretary of the Irish Masters of Beagles Association, and the Honorary Secretary of the Masters of Basset Hounds Association (of England) will be ex-officio Honorary Members. An Honorary Member shall not be required to pay any dues nor be entitled to vote. |
| Membership Resignation | Section 2.7. Any type of Member in good standing can resign from the Club by sending his resignation to the President or Secretary in writing; upon its acceptance by the Directors, the resignation shall be recorded in the Minute Book and his Membership in the Club shall cease from the date of such resignation. |
| Membership Arrears |
Section 2.8. Any Member, whose dues shall remain unpaid for six months after the
year in which they become due, shall be liable to forfeit his Membership at the discretion
of the Directors and shall forfeit all rights to vote or to hold office and any other
interest in the Club. National Beagle Club of America, Inc. Page 3 of 16 BY LAWS |
| Membership: Poor Conduct
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Section 2.9. If, in the opinion of the Directors, the conduct of any Member is disorderly, or injurious to the Club, or in violation of its By-Laws or rules, the Directors shall inform the Member thereof in writing, and if the nature of the offense requires it, the Directors shall request the Member to resign from the Club A Member may be expelled from the Club by the Directors, in its Discretion, if the request that the Member resign is disregarded by The Member. A Member is entitled to request and to have a hearing of the charges against him, before expulsion. Upon expulsion of any Member, he shall forfeit all interest in the Club |
| Membership: Dues and Fees | Section 2.10. The Directors, by a majority vote of the entire Board of Directors, whether present or in writing, have the authority to fix, from time to time, the initiation fees and the dues for Membership as well as Pack Registration Fees. |
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ARTICLE III Meetings of Regular Members |
| Where held and Notice | Section 3.1. Meetings of the Regular Members shall be held in the State of Virginia at the principal business office of the Corporation or at such other place as may be fixed from timeto time by a majority vote of the then Board of Directors. Written notice of such meetings stating the purpose or purposes for which the meeting is called and the time and place thereof, shall be given not less than ten nor more than forty days before the date of the meeting, to each Member entitled to vote thereat. |
| Section 3.2. Annual meetings of the Members shall be held of Friday during the Fall Beagle Pack Trials in November each year at 8 P.M., at which they shall elect by vote of a plurality of a quorum, a Board of Directors, and transact such other business as may properly be brought before the meeting. | |
| Special Meetings |
Section 3.3. Special meetings of the Members may be called by (a)
the President and shall be called by the President or Secretary when directed by
resolution of the then Board of Directors or (b) at the request in writing of
Members representing a majority of the entire Membership of the Corporation entitled
to vote. Such resolution or request shall state the purpose or purposes of the proposed
meeting. National Beagle Club of America, Inc. Page 4 of 16 BY LAWS
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| Business at Special Meeting | Section 3.4. Business transacted at any special meeting meeting of the Members shall be limited to the purposes stated in the notice. |
| Quorum and Failure | Section 3.5. Ten percent (10%) of the Members entitled to vote whether present in person or represented by proxy, shall constitute a quorum at all meetings of the Members for the transaction of business except as otherwise provided by Statute, by the Certificate of Incorporation or by these By-Laws. If, however, such quorum shall not be present or represented at any meeting of the Members, the Members entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. |
| Vote for Transaction of Business | Section 3.6. When a quorum is present at any meeting, the vote of the majority of the Members having voting power presenting person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the Statutes of the Certificate of Incorporation or of these By-Laws, a different vote is required in which case such express provision shall govern and control the decision of such question. |
| Vote of Members and Use of Proxies | Section 3.7. Each Member shall at every meeting of the Membership be entitled to one vote in person or by proxy providing said Member shall not be an Honorary Member, a Junior Member, an Associate Member, nor a Supporting Member, and shall not be in arrears in the payment of his Membership dues and shall be a Member in good standing. No proxy or Power of Attorney to vote shall be used to vote at a meeting of the Membership unless it shall have been filed prior to the meeting with the Secretary of the meeting. All questions regarding the qualification of voters, the validity of proxies and the acceptance or rejection of votes shall be decided by the Secretary of the meeting. |
| Annual Meeting Order of Business |
Section 3.8. The order of business at meetings of the Regular Members shall
be as follows: National Beagle Club of America, Inc. Page 5 of 16 BY LAWS
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1. Calling the meeting to order 2. Roll Call 3. Reading of minutes. 4. Report of Treasurer. 5. Election of Members of Board of Directors. 6. Reports of Board of Directors. 7. Reports of Special Committees. 8. Communications. 9. Unfinished business. 10. New Business. 11. Adjournment. |
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| Business at Special Meeting
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Section 3.4. Business transacted at any special meeting meeting of the Members shall be limited to the purposes stated in the notice. |
| Quorum and Failure | Section 3.5. Ten percent (10%) of the Members entitled to vote whether present in person or represented by proxy, shall constitute a quorum at all meetings of the Members for the transaction of business except as otherwise provided by Statute, by the Certificate of Incorporation or by these By-Laws. If, however, such quorum shall not be present or represented at any meeting of the Members, the Members entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. |
| Vote for Transaction of Business | Section 3.6. When a quorum is present at any meeting, the vote of the majority of the Members having voting power presenting person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the Statutes of the Certificate of Incorporation or of these By-Laws, a different vote is required in which case such express provision shall govern and control the decision of such question. |
| Vote of Members and Use of Proxies | Section 3.7. Each Member shall at every meeting of the Membership be entitled to one vote in person or by proxy providing said Member shall not be an Honorary Member, a Junior Member, an Associate Member, nor a Supporting Member, and shall not be in arrears in the payment of his Membership dues and shall be a Member in good standing. No proxy or power of attorney to vote shall be used to vote at a meeting of the Membership unless it shall have been filed prior to the meeting with the Secretary of the meeting. All questions regarding the qualification of voters, the validity of proxies and the acceptance or rejection of votes shall be decided by the Secretary of the meeting. |
| Annual Meeting Order of Business | Section 3.8. The order of business at meetings of the Regular Members shall be as follows: National Beagle Club of America, Inc. Page 5 of 16 BY LAWS
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1. Calling the meeting to order 2. Roll Call 3. Reading of minutes. 4. Report of Treasurer. 5. Election of Members of Board of Directors. 6. Reports of Board of Directors. 7. Reports of Special Committees. 8. Communications. 9. Unfinished business. 10. New Business. 11. Adjournment. |
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ARTICLE IV Directors |
| Number of Directors | Section 4.1. Commencing at the annual meeting in 1991, the number of Directors which shall constitute the whole Board shall (as specified from time to time by resolution of the Board of Directors) be at least fifteen but not more than twenty. By amendment of the By-Law above permitted number may be increased or decreased from time to time by the Board of Directors within the limits permitted by law, but not decrease in the number of Directors shall change the term of any Director in office at the time thereof. |
| Election of Directors |
Section 4.2. All Directors must be Regular Members. Commencing at the Annual
Meeting in 1991, the President of the Institute Corporation, the President of The Loudoun
Agricultural & Chemical Institute Foundation, Inc., (hereinafter called the
"Foundation"), the President of the National Beagle Club of America (hereinafter
called the "NBC"), shall each be a Director. One Director shall be elected to a
three year term by the Supporting Members as provided for in Section 4.11.
The remaining eleven to sixteen, as the case may be,Directors shall be nominated by the
Nominating Committee in Accordance with
Section 7.2 and shall be elected at the Annual Meeting of the Regular Members,
except as provided in Section 4.4 and 4.11, and each
Director shall hold office until his Successor is elected or such Director shall be
removed from office. National Beagle Club of America, Inc. Page 6 of 16 BY LAWS
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| Term of Office
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At each annual
meeting, to fill the then upcoming vacancies, the Regular Members shall elect five (5) to
ten (10) Directors as required by the number specified by resolution pursuant to Section
4.1. One to serve a 2 year term One to serve a 3 year term One to serve a 4 year term Two to seven, as required by said specified number, each to serve a 1 year term Each Director, excluding the President of the Institute Corporation, the President of the Foundation, and the President of the NBC, shall be eligible for re-election as a Director except as follows. Upon having served ten consecutive years as a Director, no Director, except for the President of the Institute Corporation, the President of the Foundation, and the President of the NBC, shall again become eligible for election to the Board of Directors until a period of one year has elapsed |
| Removal | Section 4.3. Any Director of the Corporation may be removed by the affirmative vote of three-quarters of the Directors then in office at a meeting duly held. |
| Vacancies and New Directorships | Section 4.4. Vacancies and newly created Directorships resulting from any increase in the authorized number of Directors, may be filled by a majority of the Directors then in office, though less than a quorum and the Directors so chosen shall hold office until the next annual election and until their successors are duly elected, unless sooner displaced |
| Powers |
Section 4.5. The business of the Corporation shall be managed by
its Board of Directors which shall exercise all such powers of the Corporation and do all
such lawful acts and things as are not by nature or by the Certificate of Incorporation or
by these By-Laws directed or required to be exercised or done by the Members. National Beagle CLub of America, Inc Page 7 of 16 BY LAWS
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| First Meeting Of Newly Elected
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Section 4.6. The first meeting of each newly elected Board of Directors shall be held immediately following the Board adjournment of the Annual Meeting of Members and at the place thereof. No notice of such meeting shall be necessary to the Directors in order legally to constitute the meeting, provided a quorum shall be present. In the event such meeting is not held, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors. |
| Regular Meetings | Section 4.7. Regular meetings of the Board of Directors may be held without notice at such time and place as prescribed by the Board of Directors. |
| Special Meetings | Section 4.8. Special meetings of the Board of Directors may be called by the President and shall be called by the Secretary on the written request of no less than one-third of the full Board of Directors. Notice of special meetings of the Board of Directors shall be given to each Director at least three days before the meeting if by mail or at least 48 hours before the meeting if given in person or by telephone or telegraph. The notice need not specify the business to be transacted. Special meetings may be held within or without the State of Virginia. |
| Quorum and Number To Act | Section 4.9. At all meetings of the Board of Directors a majority of the full Board of Directors in office at the time shall constitute a quorum for the transaction of business, provided that such quorum is not less than 4 Directors. The act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the Directors present thereat may adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorumshall be present. |
| Payments for Attendance |
Section 4.10. The Directors shall serve without compensation and shall
not be reimbursed for their expenses of attendance at any meeting of the Board of
Directors. Members of special or standing committees shall not be allowed reimbursement or
compensation for attending committee meetings. National Beagle Club of America, Inc Page 8 of 16 BY-LAWS
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| Supporting Membership Election of A Director | Section 4.11. Supporting Members election of one Director to serve for a three year term: 1. No Supporting Member may be a candidate who has not been nominated in accordance with these By-Laws 2. A Supporting Members Nominating Committee shall be chosen before June 1 of each year, by the President, consisting of the Supporting Member Secretary, who shall act as the Chairman, and two Supporting Members from different areas of the USA. 3. The Nominating Committee shall solicit nominations by mail from all the Supporting Members no later than July 1, and nominations shall close by July 31. 4. The Nominating Committee shall select the three candidates receiving the highest number of nominations and after having confirmed the nominees willingness to be a candidate, shall mail a ballot to each Supporting Member no later than August 15 and said ballot must be returned to the Secretary of the National Beagle Club of America, Inc.by September 15. 5. The Secretary of the National Beagle Club of America, Inc. shall count the ballots and advise the Board of Directors no later than September 30 of the Supporting Member elected to serve as a regular Member of the Board of Directors for the next three fiscal years (October 1 through September 30). In the event of a tie, the Nominating Committee shall select the winning candidate. If such candidate is unable to complete his term of office, the vacancy so created shall be filled by the Board of Directors. 6. For the three years or part thereof, that the elected Supporting Member shall serve as a Director he shall automatically become a Regular Member. |
ARTICLE V |
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| By mail and Address to be Used | Section 5.1. Notices to Directors and Members may be mailed to them at their addresses appearing on the records of the Corporation and shall be deemed to be given at the time when mailed. |
| Waiver Notice | Section 5.2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of inCorporation or of these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. National Beagle Club of America, Inc. Page 9 of 16 BY LAWS |
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ARTICLE VI |
| When chosen and Qualifications | Section 6.1. The Officers of the Corporation shall be Regular Members and shall be chosen by the Board of Directors at its first meeting after each Annual Meeting of Regular Members and shall be a Chairman, a President, a First Vice-President, a Second Vice-President, a Secretary, a Treasurer, an Assistant Secretary and an Assistant Treasurer. The Board of Directors may also choose additional Vice-Presidents, and one or more Assistant Secretaries and Assistant Treasurers. Two or more Offices may be held by the same person |
| Other Officers and Agents | Section 6.2. The Board of Directors may appoint such other Officers, including Honorary Officers, and agents, as it shall deem necessary who shall hold their Offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board. Honorary Officers shall serve ex-officio without vote. |
| Term Removal Vacancies And\Absence | Section 6.3. The Officers of the Corporation shall hold Office at the pleasure of the Board of Directors. Any Officer or appointed by the Board of Directors may be removed at any time by the Board of Directors. Any vacancy occurring in any Office of the Corporation by death, resignation, removal or otherwise, shall be filled by the Board of Directors. In case of the absence of any Officer of the Corporation, or for any other reason that the Board of Directors may deem sufficient, the Board of Directors may delegate the powers or duties of such Officer to any other person or Officer, or to any Director for such period as the Board of Directors may determine. |
| Chairman | Section 6.4. The Chairman shall be the senior Member of the Board of Directors. |
| President |
Section 6.5. The President shall be the Chief Executive Officer of the
Corporation, shall preside, if present, at all meetings of the Members and the Board of
Directors, shall have general and active management of the affairs of the Corporation and
shall see that all orders and resolutions of the Board of Directors are carried into
effect. He shall execute on behalf of the Corporation and may affix or cause the Seal to
be affixed to all instruments requiring such execution except to the extent the signing
and execution thereof shall be expressly delegated by the Board of Directors to some other
Officer or Agent of (continued next page) National Beagle Club of America, Inc. Page 10 of 16 BY LAWS the Corporation. The President shall have full power and authority on behalf of the Corporation to attend and to act and vote at any meeting of stockholders of any Corporation in which this Corporation may hold stock, and at any such meeting shall possess and may exercise any and all the rights and powers incident to the ownership of such stock, which as the owner thereof, the Corporation might have possessed and exercised if present. |
| First Vice- President | Section 6.6. The First Vice-President shall act under the direction of the President. Upon the disability of the President, the First Vice-President or the Second Vice-President, as designated by the President or the Board of Directors, shall perform the duties and exercise the powers of the President. He shall assist the President in the management of the Corporation and shall have authority to execute and to affix or cause the Seal to be affixed to all instruments requiring such execution. He shall perform such other duties and have such other powers as the President or Board of Directors may designate one or more additional Vice-Presidents and may specify the order of seniority of the Vice-Presidents and in that event the duties and powers of the President shall descend to the Vice-Presidents in such order of seniority |
| Second Vice President | Section 6.7. The Second Vice-President shall act under the direction of the President. Upon the disability of the President the Second Vice-President or the First Vice-President as designated by the President or the Board of Directors, shall perform the duties and exercise the powers of the President. He shall assist the President in the management of the Corporation and shall have authority to execute and to affix or cause the seal to be affixed to all instruments requiring such execution. He shall perform such other duties and have such other powers as the President or Board of Directors may from time to time prescribe. The Board of Directors may designate one or more additional Vice-Presidents and may specify the order of seniority of the Vice-Presidents and in that event the duties and powers of the President shall descend to the Vice-Presidents in such order of seniority. |
| Secretary |
Section 6.8. The Secretary shall act under the direction of the President.
Subject to the direction of the President he shall attend all meetings of the Board of
Directors and all meetings of the Members and record all the proceedings of the meetings
of the Corporation and of the Board of Directors in a book to be kept for that
purpose and shall perform like duties for the Standing Committees when
required.(continued on next page) National Beagle Club of America, Inc. Page 11 of 16 BY LAWS
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| He Shall give, or cause to be given, notice of all meetings of the Membership and special meetings of the Board of Directors and shall perform such other duties as may be prescribed by the President or Board of Directors. He shall keep in safe custody the Seal of the Corporation and, when authorized by the President or the Board of Directors, cause it to be affixed to any instrument requiring it and, when so affixed it shall be attested by his signature or by the signature of the Treasurer or an Assistant Secretary or an Assistant Treasurer. | |
| Assistant Secretary | Section 6.9. The Assistant Secretary, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary. He shall perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe. |
| Treasurer | Section 6.10. The Treasurer shall have general responsibility for the funds and finances of the Corporation. He shall cause to be kept full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall render to the President and to the Members at the Annual Meeting, an account of all transactions as Treasurer and of the financial condition of the Corporation. He shall cause all funds of the Corporation to be deposited in the name of the Corporation in such depositories as may be approved by the Board of Directors. Any bank account in the name of the Corporation may be by order over the signature of either the Treasurer or the President or such other person or persons as the Board of Directors may from time to time approve. He shall have full power of authority to sign and endorse checks, notes, drafts and all other instruments. He shall perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe |
| Assistant Treasurer |
Section 6.11. The Assistant Treasurer, unless otherwise determined by the Board
of Directors, shall, in the absence or disability of the Treasurer, perform the duties and
exercise the powers of the Treasurer. He shall have full power and authority to sign and
endorse checks, notes, drafts and all other instruments with full power and authority of
the Treasurer. He shall perform such other duties and have such other powers as the
President or the Board of Directors may from time to time prescribe. National Beagle Club of America, Inc. Page 12 of 16 BY LAWS
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| Limit on Time of Holding any Office |
Section 6.12. Effective from and after November 8, 1991, all Officers of the NBC
shall be limited to hold Office for a total of ten years from the date of first being
elected to the Office involved, but with the proviso that any Officer presently
holding Office shall have a limitation of, whichever is greater, (a) ten years from the
date when initially elected or (b) five years from and after November 8, 1991.
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ARTICLE VII Standing Committees |
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| Members of Standing Committees
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Section 7.1. There shall be four or more Standing Committees as follows: Nominating Committee, Building and Grounds Committee, Keepers of the Stud Book Committee, Battin Fund Committee and any other Committees as directed by the Directors. The Chairman of each Standing Committee shall be a Director, or an Officer, and the other Committee Members must be Regular Members and may also be Directors or Officers. Committee Members, except as provided for by Section 7.2 and 7.4, shall be nominated by the Nominating Committee and voted upon by the Regular Members at their annual meeting and shall serve for one year as long as they remain a Regular Member, and a Director or Officer in the case of the Committee Chairman. The President of the Club shall be an ex-officio Member of all committees, without vote. All Standing Committees shall from time to time report their activities to the Board of Directors and shall make recommendations directly to the Board on matters referred to them or falling within their respective fields of interest. |
| Nominating Committee |
Section 7.2. The Nominating Committee
shall be chosen by the President, and shall be approved by majority vote of the Board of
Directors then in office at the regular quarterly April meeting, or any adjournments
thereof. The Nominating Committee shall consist of three Regular Members of the Club, the
Chairman shall be a Director of the Board or an Officers and the remaining two shall be
from the Regular Membership at large. It shall propose and submit to the Board of
Directors names of persons nominated for election as Directors, a recommendation of
Officers of the Corporation, and Members nominated for all Standing Committees other than
the Nominating Committee and other than those Members of the Buildings and Grounds
Committee to be appointed by its Chairman National Beagle Club of America, Inc. Page 13 of 16 BY LAWS
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| Battin Fund |
Section 7.3. The Battin Fund Committee shall consist
of four Committee Regular Members, one of whom is to be a Director of the Corporation, to
be nominated by the Nominating Committee. The Members are to be ualified to invest and
manage funds. The Committees responsibility shall be to: Invest the principal and income of the Battin bequest to be called the Battin Fund. All investments and cash of the Battin Fund shall be retained in a special account in the name of the Corporation and designated as the National Beagle Club Battin Fund. All investment decisions shall require the affirmative vote of three of its four Members and the primary investment objective is income and protection of principal. The Committee shall elect a Chairman who shall keep a record of all transactions, submit quarterly statements to the Board of the fund transactions and the amount of earned income in the fund account.The Committee has no authority to distribute, spend, hypothecate,pledge or collateralize and monies or securities of the Battin Fund. The Battin Fund Committee shall have sole responsibility for thedispensation of the monies, capital and/or income in the Battin Fund. TheDirectors of the Corporation shall request the Battin Committee for dispensation with the reason for such request in writing. |
| Building and Grouds |
Section 7.4. The Building and Grounds Committee is to be responsible for the
maintenance and repair of all buildings and Committee property. The Building and Grounds Committee shall consist of three or more Regular Members, including a Chairman who shall be a Director or an Officer, and a Vice Chairman. The Chairman and the Vice-Chairman shall be nominated by the Nominating Committee and elected for a term of one year by majority vote of the Regular Membersat the annual meeting of Members. The additional Member or Members of the Committee shall be appointed by the Chairman with the total number of Committee Members being such as the Chairman deems desirable. National Beagle Club of America, Inc. Page 14 of 16 BY LAWS |
ARTICLE VIII Miscellaneous |
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| Signing of Checks, etc. | Section 8.1. In addition to other provisions made in these By-Laws, all checks or demands for money and notes of the Corporation shall be signed by such Officer or Officers or such other person or persons as the Board of Directors may from time to time designate. |
| Fiscal year | Section 8.2. The fiscal year of the Corporation shall be from October 1 to September 30 |
| Corporate Seal | Section 8.3. The seal of the Corporation shall be circular in form and contain the name of the Corporation, the year of its Organization and the words "Corporate Seal, Virginia." |
| Resignation of Officers, Directors, Standing Committee Members | Section 8.4. Any Director, Officer, or Standing Committee Member may resign his Office at any time, such resignation to be made in writing and to take effect from the time of its acceptance by the Corporation. |
| Inspection of Books | Section 8.5. The Board of Directors shall determine from time to time whether, and if allowed, when and under what conditions and regulations the accounts and books of the Corporation (except such as may be statute be specifically open to inspection) or any of them, shall be open to the inspection of the Members and the Membersrights in this respect are and shall be restricted and limited accordingly. |
| Payments To Officers | Section 8.6. No payments shall be made to an Officer of the Corporation such as salary, commission, bonus, interest, or rent. |
| Masters Memorial Fund |
Section 8.7. The Treasurer shall maintain a fund to be known
as the Masters Memorial Fund with the following provisions: Funds will be accepted in the
name of the decreased Master who had been a Member of the National Beagle Club of America,
Inc. (continued on next page) National Beagle Club of America, Inc Page 15 of 16 BY LAWS |
| The funds contributed to the National Beagle Club of America, Inc. in Memory of a Master will be placed in an investment account or savings account. The funds will be invested by the Board of Directors at their discretion without individual or collective liability as to the security of principal received. Income there from shall be accumulated or expended for the benefit of the Corporation as directed by the Board of Directors. The principal of the fund, or part thereof, may be disbursed on the unanimous action of the Board of Directors that such disbursement is necessary for the continued operation of the Corporation, provided such action is ratified by a majority vote of Members present at the next annual meeting. In addition to the Masters Memorial Fund, the Board of Directors may receive, by gift, bequest or otherwise, other funds and property for the purpose of the Corporation. | |
| Pack Registration Rules Beagle Standard | Section 8.8. The Registration Rules, Pack Running Rules, Running Standards for Judging of Packs and Specification for Beagle Description and Standards of Points, as enumerated in the "Rules, Regulations and Procedures of the National Beagle Club," shall continue in effect until changed by majority vote of Directors entitled to vote. |
| Inclusive Language | Section 8.9. As used in these By-Laws, the word "he" means a person and is to be understood as referring to persons whether they befemale or male. |
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ARTICLE IX Amendments |
| Amendment by Members | Section 9.1. The By-Laws may be amended by a majority vote of all the Members entitled to vote at any annual or special meeting of the Members, provided notice of intention to amend the By-Laws shall have been contained in the notice of the meeting. |
| Amendment by Board of Directors | Section 9.2. The Board of Directors by a two-thirds vote of the total Board entitled to vote may amend these By-Laws, including By-Laws adopted by the Members, provided that the Members may by amendment to these By-Laws in the manner set forth in Section 9.1 of this article specify from time to time particular provisions by the By-Laws which shall not be amended by the Board of Directors. |