Article I
Name: Office
The name of the corporation is the Alapaha Blue-Blood Bulldog Association, a non-stock corporation organized under and pursuant to the laws of the State of California. The principle office of the corporation shall be located at Post Office Box 3284, Quartz Hill, CA 93586-3284, but meeting of Members, Directors, and Committees may be held at such other places as may be designated by the Board of Directors.
Article II
Definitions
The following words when used in this Constitution and By-Laws, or in any amendment to this Constitution and By-Laws, shall (unless the context clearly indicated otherwise) have the following meanings:
2.1 “Advisors” or “Advisory Board” shall mean and refer to the Members of the Advisory Board to the Board of Directors as further defined in Article VIII herein.
2.2 “Articles of Incorporation shall mean and refer to the Articles of Incorporation of the Alapaha Blue-Blood Bulldog Association, said Articles of Incorporation being incorporated herein as if fully set forth in these By-Laws.
2.3 “Associate Member” shall mean and refer to every person or entity that holds membership in the Alapaha Blue-Blood Bulldog Association as a fancier or owner of Alapaha Blue-Blood Bulldogs, but is not a breeder of Alapaha Blue-Blood Bulldogs.
2.4 “Association” shall mean and refer to the Alapaha Blue-Blood Bulldog Association, a non-stock corporation organized under and pursuant to the laws of the state of California, and its successors and assigns.
2.5 “Board” or “Board of Directors” shall mean and refer to the Members of the Board of Directors of the Association.
2.6 “Constitution” shall mean and refer to this constitution and By-laws as adopted by the Board of Directors of the Alapaha Blue-Blood Bulldog Association.
2.7 “Director” or “Directors” shall mean and refer to a member or members of the Board of Directors of the Association.
2.8 “Member” shall mean and refer to every person or entity that holds membership in the Association as a breeder.
Article III
Objectives and purposes of association
The association’s objectives and purposes are delineated below:
3.1 To promote and encourage the breeding of an authentic purebred Alapaha Blue-Blood Bulldog, as recognized by the registering entity, the Alapaha Blue-Blood Bulldog Association, Post Office Box 3284, Quartz Hill, CA 93586-3284, and to continually improve the quality of the breed by conducting, promoting and participating in events sponsored by the Alapaha Blue-Blood Bulldog Association.
3.2 To encourage breeders and other members to accept the standard of this breed as approved and established by the Alapaha Blue-Blood Bulldog Association as the governing standard by which the Alapaha Blue-Blood Bulldog shall be bred and judged.
3.3 To promote the breed and educate the public of its unique traits and thus improve the public knowledge of the breed.
3.4 To maintain and make known the high standard of excellence espoused by the Alapaha Blue-Blood Bulldog Association.
3.5 To conduct annual events and sponsor events by local Alapaha Blue-Blood Bulldog Clubs, and do all in its power to insure fair conduct at all Association events.
3.6 The Association will not tolerate or allow any individual who knowingly promotes, supports or breeds dogs that have congenital defects (such as hip dysplasia, etc.) or for illicit purposes (such as dog fights, etc.), or who knowingly sells, gives or trades dogs that will be used for any such purpose, to become a Member of the Association. If at any time a Member is found to be involved in any of the aforesaid activities, he/she will immediately be banned as a Member of this Association and from all Association-sponsored events and activities.
3.7 In order to accomplish its objectives, the association shall have the power to purchase, rent or lease property for the holding of its meetings, activities, etc., and to acquire and hold by purchase or gift such personal and real property as may be necessary to carry out said objectives and purposes, and to receive dues, subscriptions and donations.
3.8 The Association shall not be conducted for profit nor shall it be organized as a stock-holding corporation. In no event shall any part of any profit or remainder, or residue from dues or donations to the Association be for the benefit of any individual or Member.
Article IV
Organization
4.1 The officers of the association shall consist of the President, Vice President, Secretary and Treasurer, who shall comprise the Executive Board.
4.2 The Board of Directors shall have three (3) to (5) members and made up from the Officers of the Association (the “Executive Board”), a representative of the Alapaha Blue-Blood Bulldog Association, and the President or his/her designee of a fair representation of the Alapaha Blue-Blood Bulldog Association-sanctioned Alapaha Blue-Blood Bulldog Clubs. Each club and its designated representative shall be a member in good standing in the Association.
Article V
Meetings of Members: Voting
5.1 Meetings.
5.1(1) Annual Meeting. The Annual Meeting of the Members shall be held within one (1) year from the date of the first Annual Meeting, and shall be held in conjunction with the annual National Alapaha Blue-Blood Bulldog show, within one day and at the same locale. Each subsequent Annual Meeting of the Members shall be held within ten (10) to twelve (12) months following the previous Annual Meeting, on such date and at such time as set by the Board of Directors. Such Annual meeting shall be held, on an alternate basis, at different locations determined by the Board of Directors.
5.1(2) Special Meetings. Special Meetings of the Members at large may be called at any time by the President of by the Board of Directors, or upon the written request of Members holding at least seventy-five percent (75%) of the votes of the Breeder Members and providing such request contains the business to be discussed and such notification is received by the President at least thirty (30) days before the date of the meeting. The time and place of such special meeting must be similar to that of the Annual Meeting and National Alapaha Blue-Bulldog Bulldog Show. Special meetings will not be called for any topic that can be included in the agenda for the Annual Meeting.
5.1(3) Notice of Meetings. Unless otherwise provided in the Articles of Incorporation, or elsewhere in this Constitution, written notice of each meeting of the Members shall be given by the Secretary to each member entitled to vote as such meeting. Each such notice shall be hand delivered or mailed, postage prepaid, not less than thirty (30), nor more than sixty (60), days before the date of such meeting, addressed to the Member at his/her address as it appears on the books of the Association. Such notice shall specify the date, time, and place of the meeting and, in the case of a special meeting, the purpose of the meeting. Notwithstanding the foregoing, notice of a special meeting to act on an amendment to the Articles of Incorporation, a proposed sale of the Associations assets other than in the regular course of business, or a dissolution, shall be given not less than thirty (30), nor more than sixty (60), days before the date of any such meeting.
There shall be no closed meetings of any committee or board appointed by the Association. Any member of the Association may attend any meeting and have the right to participate in any discussion before any committee or board so appointed. Only members of such committee or board shall have the right to vote on matters before them. The President shall have the right to vote in cases of a tie vote. This rule shall be for all general meetings, committee and board meetings. Attendance at the Annual Meeting will be limited only to Members and Associate Members in good standing, representatives of the Alapaha Blue-Blood Bulldog Association and individuals specifically invited by the President and the Board of Directors, i.e., guest speakers, etc.
5.4 Quorum. Unless otherwise provided in the Articles of Incorporation, or elsewhere in this Constitution, the presence at a meeting of Members (or of absentee ballots) entitled to cast at least seventy-five (75%) of the votes of Members shall constitute a quorum for any action. Two (2) national officers must be in attendance. If the required quorum is not present at any meeting, another meeting may be called, subject to the notice requirements set forth in Section 3.3 above, and the required quorum at any such subsequent meeting shall be one-half (½) of the required quorum at the preceding meeting; provided, that no such subsequent meeting shall be held more than sixty (60) days following the preceding meeting. Additionally, if such quorum shall not be represented at any meeting, the meeting may be adjourned from time to time, without notice other than announcement at the meeting, until a quorum is present.
5.5 Absentee Ballots. Each Member entitled to vote may vote in person or by absentee ballot executed in writing by the member or his/her authorized attorney-in-fact. No absentee ballot shall be valid after eleven (11) months. Additionally, each absentee ballot shall be revocable and shall automatically be deemed invalid upon conveyance by a Member.
5.6 Voting. Unless otherwise set forth in the Articles of Incorporation, or elsewhere in this Constitution, a majority of the votes cast by the Members present or represented by absentee ballot at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon. No cumulative voting shall be permitted at any meeting, or in any vote, of the members.
Article VI
Board of Directors
6.1 Number. Until the first Annual Meeting of the Association, the affairs of the Association shall be managed by a board of three (3) Directors, who are Members of the Association. Thereafter, the affairs of the Association shall be managed by a board of not less than three (3) no more than seven (7) Directors of the Association (as further set forth in Section 5.1 (2) of the Articles of Incorporation).
6.2 Term of Office. The terms of office of the Directors shall be one (1) year or until successors are elected, or unless extended by a vote of the Membership, as more fully set forth in the Articles of Incorporation. They shall take office immediately following the close of the Annual meeting at which they were elected.
6.3 Compensation. No Director shall receive compensation for any service he/she renders to the Association in his/her capacity as a Director. Notwithstanding the foregoing, each Director shall be reimbursed for the actual reasonable expenses incurred by him/her in the performance of his/her duties as a Director.
6.4 Nomination and Election of Directors: Removal.
6.4 (1) Nominations
6.4 (1)(A) Nominations. Nominations for election to the Board of Directors shall be made by the Nominating Committee, as more fully set forth in Section 6.4 (1). Nominations may be made by any Member from the floor at the Annual Meeting only in the event of the withdrawal of a previously-nominated candidate.
6.4.(1)(B) Notwithstanding the foregoing terms of this Section 6(1), (I) no Member may be nominated to be a member of the Board of Directors if such Member has not been a member in good standing for a period of not less than twelve (12) months, and (ii) no person may be nominated to be a member of the Board of Directors unless such person has indicated in writing his willingness to become a candidate.
6.4(2) Election. Election to the Board of Directors shall be by secret written ballot. At each such election the Members of their absentee ballot may cast their vote with respect to each vacancy. The persons receiving the largest number of votes shall be elected. As set forth in Section 5.6 of this Constitution, cumulative voting is not permitted.
6.4(3) Removal: Vacancy. Any Director may be removed from the Board with cause, by a majority vote of the remaining Members of the Board at a meeting called for the purpose of removing that Director, which purpose shall be so stated in the notice of such meeting. In the event of the death, resignation or removal of a Director, a successor shall be selected by the remaining Directors to serve until the next Annual Meeting of the Association, at which time a new Director shall be elected to serve for the unexpired term of his predecessor.
6.5 Meetings of Directors.
6.5(1) Regular Meetings. Regular meetings of the Board of Directors shall be held at least once in each calendar year at a place, date and time as may be fixed from time to time by resolution of the Board. Due to the national geographic nature of the Association, meetings may be held via teleconference.
6.5(2) Special Meetings. Special meetings of the Board of Directors shall be held when called by the President of the Association, or by any Director, after not less than three (3) days’ written notice either mailed or personally delivered to each Director. Such notice shall be deemed given when actually received.
6.5(3) Quorum. A majority of the Members of the Board of Directors shall constitute a quorum for the transaction of business. Every act or decision of a majority of the Directors present at which proper notice is given and at which a quorum is present shall be regarded as the act of the board. Any Director may participate in a meeting through the use of any communications device by which all Directors participating may simultaneously hear each other during such meeting, and such participation shall constitute attendance at such meeting.
6.5(4) Action Without Meeting. The Board of Directors shall have the right to take any action which they could take at a meeting by obtaining the written approval of all Directors in lieu of holding such meeting. Any action so approved shall have the same effect as though taken at a meeting of the Board of Directors.
6.6 Powers of the Board of Directors. The Board of Directors shall have the power to:
6.6(1) Adopt and publish rules and regulations (“Rules and Regulations”) governing the membership and the personal conduct of the Members and their guests at any Association sanctioned function, and to establish penalties for infractions of such Rules and Regulations.
6.6(2) Suspend the voting rights of any Member and the right of such Member if any, during any period in which such Member is in default in the payment of any dues or charge as provided in this Constitution for a period in excess of thirty(30) days.
6.6(3) Exercise for the Association all powers, duties and authority vested in or given to the Association by the Articles of Incorporation, or this Constitution, if not expressly reserved to the Members by any other provisions of such documents.
6.6(4) Declare the office of a member of the Board or Directors to be vacant in the event such Director shall be absent from three (3) consecutive regular meetings of the Board or such Director is inactive in his/her position or non-responsive to communications by other members of the Board or officers of the Association.
6.6(5) Employ such agents, contractors or employees as the Board of Directors deems necessary, and to prescribe their duties.
6.7 Duties. The Board of Directors shall have the following duties:
6.7(1) To cause to be kept a complete record of its acts and the corporate affairs of the Association to the Members at the Annual Meeting of the Association, or at any special meeting of the Association, when such statement is requested in writing at least ten (10) days in advance by at least one-half (½) of the members who are entitled to vote.
6.7(2) To supervise all officers, agents, employees and committees of the Association, and to see that their duties are properly performed.
6.7(3) To (a) fix the amount of the annual membership dues at least thirty (30) days in advance of each Annual Meeting, and (b) send written notice of each such amount to each Member and Associate Member at least thirty (30) days in advance of each Annual Meeting.
6.7(4) The Board, along with the officers of the Association, shall have charge of the affairs of the Association. It shall have the power to fill vacancies occurring between Annual Meetings, and shall perform all other duties required by the Articles of Incorporation and this Constitution to be performed by said Board.
Article VII
Officers
7.1 Officers. The officers of the Association shall consist of a President, who shall at all times be a member of the Board of Directors, a Vice President, a Secretary, and a Treasurer. Additionally, the Association may have such other officers as the Board of Directors may from time to time determine to be necessary or desirable, such as an “Advisory Board” as more fully defined herein.
7.2 Election of Officers. The officers of the Association shall be elected by the Members at the Associations Annual Meeting. Regular election of officers shall take place at the Annual meeting of the Members of the Association.
7.3 Term. The officers of the Association shall be elected at the Annual Meeting, and each shall hold office for one (1) year or until successors are elected or such term is extended by a vote of the Membership, unless he/she earlier resigns or is removed. Each officer shall take office immediately following the close of the Annual Meeting at which they were elected.
7.4 Special Appointments. The Board may elect such other officers as the Board deems necessary or desirable, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may, from time to time, determine.
7.5 Resignation and Removal. Any elected officer may be removed from office with cause by the remaining Members of the Board of Directors. Any officer may resign at any time giving written notice to the Board of Directors, the president, or the secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified in such notice.
7.6 Vacancies. A vacancy in any office may be filled by the Board of Directors at any meeting of the Board at which a quorum is present. The officer elected to fill such vacancy shall serve for the remainder of the term of the officer he replaces.
7.7 Multiple Offices. The offices of Secretary and Treasurer may be held by the same person. Except with respect to any person holding the offices of Secretary and Treasurer at the same time, no person shall simultaneously hold more than one office, except for special offices created pursuant to Section 4 above.
7.8 Duties. The duties of the officers are as follows:
7.8(1) President. The President shall preside at all meetings of the Association and the Board of Directors, shall see that orders and resolutions of the Board of Directors are carried out, and shall sign all written instruments to which the Association is a party. The President shall have the authority to appoint committees and boards as required and shall be an ex-officer member of all such committees and boards. The President shall be responsible for the conduct of all Association activities in accordance with this constitution. Additionally, the president shall perform such other duties as are prescribed by the Board of Directors. The President shall appoint a Publicity and Activities Director.
7.8(2) Vice President. The Vice President shall assist the President when and where possible and, in the event of the President’s absence or inability, shall serve in the same capacity as the President with the same authority and shall exercise and discharge such duties as may be required by the Board of Directors.
7.8(3) Secretary. The Secretary shall carry out all duties common to the office of secretary and (1) keep accurate account and records of the Associations activities, including recordation of votes and minutes of all meetings and proceedings of the Board of Directors and of the Members, (B) keep the corporate seal of the Association, ( C) serve notice of meetings of the Board of Directors and of the Members, (D) keep appropriate current records showing the names of the Members of the association and their addresses, and (E) perform such other duties as are required by the Board of Directors.
7.8(4) Treasurer. The Treasurer shall (a) finish such bond as required by the Board of Directors, (b) receive, collect, handle and deposit in an appropriate bank account all monies of the Association, ( c) disburse such funds as necessary and proper to meet the just and proper obligations of the Association, as directed by the Board of Directors, (d) sign all checks of the Association, (e) keep proper books of account, and (f) prepare an annual budget and a statement of income and expenditures to be presented to the membership at its regular Annual Meeting, and deliver a copy of such budget and statement to each of the members.
7.8(5) Publicity and Activities Director. The Publicity and Activities Director shall be responsible for publication, Association functions, etc., and shall be responsible for keeping the Membership apprized of National events.
Article VIII
Advisory Board and other Committees
8.1 Advisory Board. The Board of Directors shall appoint an Advisory Board which will consists of Members with five (5) or more years’ of Alapaha Blue-Blood Bulldog breeding experience, who shall advise the Board of Directors on various matters pertaining to the breeding and other structural and functional standards of the Alapaha Blue-Blood Bulldog. The Advisory Board shall at all times be constituted by no less than three (3) and no more than five (5) Members of the Association.
8.2 Nominating Committee. The Nominating Committee shall have the duties and shall be appointed by the Board of Directors. The Nominating Committee shall consist of three (3) Members, one of whom shall be a Member of the Board of Directors whose term is not then expiring or, if it is expiring, who is not a candidate for re-election. The Nominating Committee shall be appointed by the Board of Directors no less than sixty (60) days prior to each Annual Meeting of the members, to serve until the close of such Annual Meeting. The Nominating Committee shall make as many nominations (from among Members) for election to the Board of Directors as it shall, in its discretion, determine; provided, that in no event shall it nominate for election a fewer number of candidates than the number of vacancies that are to be filled at such Annual Meeting.
8.3 Ballot Committee. The Ballot Committee shall be appointed by the Board of Directors at least sixty (60) days prior to the Annual Meeting and shall be comprised by three (3) Members. The duties of the Ballot Committee shall be to accept sealed ballots from the Secretary, verify ballots for validity, and summarize ballot counts for candidates or other issues set for voting. The Chairperson for the Ballot Committee shall report the results for any ballot summary at the Annual Meeting of the Association.
8.4 Other Committees. The Board of Directors shall have the power and authority to appoint such other committees as it, in its discretion, deems necessary or desirable.
Article IX
Membership: Dues and Other
Assessments: Fiscal Year:
Books and Records
9.1 Membership. The Membership of the Association shall be constituted as follows:
9.1(1) Associate Member. Any person, at least 18 years of age, who owns an Alapaha Blue-Blood Bulldog registered with the Alapaha Blue-Blood Bulldog Association or admires the breed and is interested in the betterment of the breed, may become an Associate Member. Upon submission of a completed Associate Membership Application with payment of the required amount of annual dues and approved by the Board of Directors, Associate Membership will be granted to the applicant. Associate Members are encouraged to attend and participate in all Association functions. Any Associate Member having two or more litters whelped and registered by the Alapaha Blue-Blood Bulldog Association, may apply to become a Member. Associate Members do not have voting privileges.
9.1(2) Member. Any person, at least 18 years of age, who breeds Alapaha Blue-Blood Bulldogs registered with the Alapaha Blue-Blood Bulldog Association may become a Member of this Association. Upon submission of a completed Membership Application with payment of the required amount of annual dues and approved by the Board of Directors, Membership will be granted to the applicant. Any person who becomes a Member of the Association shall have voting privileges at the Annual Meeting elections and any other membership-at-large voting activities which may be designated from time to time by the Board of Directors.
9.1(3) Family/Single Membership. Whether a Member has obtained a Family or a Single Membership, each type of Membership shall carry the privilege of only one (1) vote.
9.1(4) Continued Membership. Any member of the Association shall continue to be a member in good standing upon continued payment of each year’s annual dues in the amount determined at each Annual Meeting. Such dues shall be payable on or before the first (1st) day of January of each year. Within sixty (60) days after the Annual Meeting the Treasurer shall notify each Member and Associate Member of the dues for the forthcoming year. No Member or Associate Member may waive or otherwise escape responsibility for the payment of annual dues and/or special assessments and continue to be a Member or Associate Member in good standing.
9.1(5) Resignation of Membership. A Member of Associate Member may resign at any time from membership in the Association by sending written notice to the Secretary. No part of the dues received from said resigning members shall be refunded.
9.1(5) Expulsion or Discipline of Members.
9.1(5)(1) Expulsion. Any member who is expelled or suspended by the Alapaha Blue-Blood Bulldog Association shall automatically have the same disciplinary action taken by the Association for a like period.
9.1(5)(2) Disciplinary Action. Any member can be expelled or suspended only by seventy-five (75%) vote of the membership for conduct highly injurious to this Association as described in Article III, Section 3.6 herein.
9.2 Dues and Assessments. As more fully set forth, each Member and Associate Member is obligated to pay to the Association annual dues and special assessments, which may be necessary from time to time, in amounts to be fixed according to the provisions of this constitution.
9.2(1) Dues. Any annual dues not paid on or prior to the due date shall be delinquent.
9.2(1)(1) Family Dues. The annual dues for a Family membership are $20.00. This applies to both Member and Associate Member annual dues.
9.2(1)(2) Single Dues. The annual due for a Single-type membership is $15.00. This applies to both Member and Associate Member annual dues.
9.2(2) Special Assessments. Special assessments may be required from time to fund special shows, etc. Any special assessments not paid on or prior to the due date shall be considered delinquent.
9.3 Fiscal Year. The fiscal year of the Association shall begin on January 1 and end on December 31 of each year. Notwithstanding the foregoing, the Board of Directors shall have the power to change the fiscal year of the Association.
9.4 Books and Records. The books, records, and papers of the association shall be subject to inspection by any Member during reasonable business hours. The Articles of Incorporation, Constitution and By-Laws of the Association shall be available for inspection by any member at the principal office of the Association. Additional copies of the Articles of Incorporation and Constitution and By-laws may be purchased from the Association at a reasonable cost to be fixed by the Board of Directors.
Article X
Amendments: Conflicts
10.1 This Constitution and By-Laws may be amended by the affirmative vote of a majority of seventy-five (75%) of the Member present in person or by absentee ballot at a meeting duly called for such purpose.
10.2 If there is any conflict between the provisions of the Articles of Incorporation, and the Constitution and the By-Laws, or any of the Rules and Regulations adopted pursuant to the terms of such documents, the provisions of the documents earlier mentioned in this sentence shall govern.
IN WITNESS WHEREOF, we, the initial Directors of the Association, have adopted this Constitution and By-Laws as the Constitution and By-Laws of the Alapaha Blue-Blood Bulldog Association this _18th_ day of _August__2009_.
President ___________S.O.F.
Vice President ____________S.O.F.
Secretary ____________S.O.F.
Treasurer ____________S.O.F.
ELECTIONS AND VOTING
The Secretary shall on all matters deemed important by the Board of Directors, furnish each member in good standing an absentee ballot, setting forth the business in order that the members shall have an opportunity to voice approval or disapproval. Said ballot to be mailed to the membership not less than sixty (60) days prior to the meeting date when such matters will be considered. Said ballot to be returned and in the hands of the Secretary not less than ten (10) days prior to said meeting date. The unopened ballots shall be taken to the Annual Meeting and counted by the Balloting Committee of at least five (5) members in good standing, appointed by the President prior to the Annual Meeting of the Association.
CERTIFICATION
I, the undersigned, do hereby certify:
1. That I am the duly elected and acting secretary of the Alapaha Blue-Blood Bulldog Association, a California non-stock corporation; and.
2. That the foregoing Constitution and By-Laws constitute the original Constitute and By-Laws of said Association, as duly adopted by unanimous consent of the Board of Directors as of the __18th__ day of __August__, 2009.
Secretary ______________S.O.F.
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