Collie Health Foundation Bylaws
Adopted April 26, 1986
As Amended and Restated November 30, 2021
ARTICLE I. NAME
ARTICLE II. PURPOSE
The specific purposes and objectives of the Foundation shall include but not be limited to the following:
- To foster and promote the public’s knowledge and appreciation of dogs in general and collies in particular;
- To further understanding of the diseases, defects, injuries and other ailments that afflict dogs in general and collies in particular;
- To support and promote study of and research on the history, character, varieties, breeding, genetics and particular health problems of collies;
- To establish a national data base of resource materials about collies; and
- To produce, publish and distribute to the general public educational materials about the proper care, treatment, breeding, health, development and training of collies.
ARTICLE III. CLASSIFICATION
The Foundation is formed under the New York Not-for-Profit Corporation Law and is recognized as a tax-exempt organization described in Section 501(c)(3) of the Internal Revenue Code.
ARTICLE IV. MEMBERS
Section 1. Members
(a) Individuals and organizations who indicate their interest in the purposes and programs of the Foundation may become members of the Foundation by applying for membership. The application must be accompanied by the payment of dues as established by the Board of Directors from time to time. Payment of annual dues is required for continued membership. Categories of membership and rights, privileges and dues associated with such categories, shall be determined by the Board of Directors.
(b) Members shall be non-voting.
Section 2. Life Members of the Foundation
The Board of Directors may designate Life Members and may grant all privileges of membership in the Foundation for life to any person who, in the judgment of the Board of Directors, has rendered extraordinary services in the furtherance of the Foundation’s purposes or has contributed significantly to the success of the Foundation. Life Members shall be exempt from the payment of dues.
Section 3. Removal
As set forth more fully in the Foundation’s Operations Manual, a member may be removed for violation of the Foundation’s governing documents after an appropriate hearing held upon notice and by a vote of not less than three-quarters of the Board of Directors. No refund of dues will be made to any member upon voluntarily or involuntary termination of membership.
Section 4. Resignation
Any member may resign by filing a written resignation with the Secretary. Such notice of resignation shall specify the date on which the resignation shall become effective.
Section 5. Dues
All members (except Life Members) shall pay dues annually to the Foundation. The amount of such dues shall be fixed from time to time by the Board of Directors and shall be set forth in the Foundation’s Operations Manual which shall be updated and shared regularly with all members. Notices of dues go out during the fourth quarter of each year and are payable by year end. Failure to pay such dues thirty (30) days after written notice that payment is overdue shall result in automatic termination of membership.
ARTICLE V. BOARD OF DIRECTORS
Section 1. Function
The property of the Foundation shall be controlled, and its affairs managed, by a Board of Directors, which may exercise all such powers of the Foundation and do all such lawful acts and things as are not by statute or by the By-Laws directed or required to be exercised or done by others. All Directors must be members.
Section 2. Size
The use of the term “entire Board” refers to the total number of Directors entitled to vote that the Foundation would have if there were no vacancies. The number of Directors constituting the entire Board shall be determined from time to time by the Board, but in no event shall the number be less than five or more than nineteen. The number of Directors within such range may be set from time to time by the Directors; provided, however, as required by New York law, that the Directors shall never have the power to reduce the Board of Directors to fewer than three (3) persons; nor shall it have the power to decrease the number of Directors so as to shorten the term of an incumbent Director. If the Board has not set the number of Directors by resolution, then the entire Board shall consist of the number of Directors that were elected as of the most recently held election of Directors.
Section 3. Election and Term of Office
(a) Election. Directors shall be elected by the Board from among the members at the Annual Meeting, as specified in the Operations Manual. Directors are divided into two classes defined by the year in which their term expires. The two classes shall be in as equal a number as possible.
(b) Term. Directors shall be elected to serve for a term of four years from the date of the Annual Meeting and until a successor is elected and qualified. Directors shall be eligible for re-nomination and re-election. The terms of the Directors shall be staggered such that only one class of Directors is subject to re-election in any given election year.
(c) Vacancies. The Board of Directors may from time to time elect Directors to fill any vacancies that remain at completion of an election or caused by resignation, removal, disqualification or death; any person elected to fill such a vacancy shall serve until the next meeting at which Directors are elected and until a successor is elected and qualified.
(d) Extension of Term. The term of service as Director of any Director who has been elected an Officer of the Foundation shall automatically be extended to coincide with his or her term of service as an Officer, if the term as Officer expires at a later date than the term as Director.
Section 4. Termination
In addition to the provisions of Article IV, Section 3, termination of service as a Director shall be automatic if (a) the Director fails to pay dues to the Foundation; or (b) if the Director fails to attend three consecutive meetings of the Board of Directors without excuse accepted as satisfactory by the Directors.
ARTICLE VI. MEETINGS OF THE BOARD OF DIRECTORS
Section 1. Annual Meeting
The Annual Meeting of the Directors shall be referred to as the “Annual Meeting” and held on a date and at a place to be set by the Board of Directors. Incoming Directors and Officers shall be elected at the Annual Meeting, and such other business as may properly be brought before the meeting shall be transacted. The Board shall present a report at the Annual Meeting verified by the President and Treasurer or by a majority of the Directors, or certified by an independent public accountant or a Certified Public Accountant. Meetings may be held in person, by conference telephone call, or by video conference but not by email.
Section 2. Regular Meetings
The Board of Directors may hold meetings at such times as it may deem necessary or appropriate, but in no event less than once in each year. Meetings shall be called by the Secretary upon the order of the President by notice stating the purpose or purposes of the proposed meeting. Meetings may be held in person or by conference telephone call or video conference, but not by email or facsimile.
Section 3. Special Meetings
Special meetings of the Board of Directors, for any purpose or purposes, unless otherwise prescribed by statute or by the By-Laws, shall be called by the Secretary, upon the order of the President or any other Officer acting alone or upon a written request by any Director upon written demand of not less than one-fifth of the entire Board, by notice stating the purpose or purposes of the proposed meeting. Business transacted at any special meeting of the Board of Directors shall be limited to the purpose or purposes set forth in the notice of the meeting. Meetings may be held in person or by conference telephone call or video conference, but not by email or facsimile.
Section 4. Place
Meetings of the Board of Directors, either regular or special, shall be held at such place, within or without the State of New York, as the Board of Directors shall from time to time determine.
Section 5. Notice
Notices of meetings shall be issued by the Secretary and shall specify the date, time and place of the meeting. Notices of meetings, unless waived in the manner described in Section 6 of this Article VI, shall be in writing and mailed, or sent by facsimile or email or delivered personally or by telephone to, the persons entitled to receive the same at their contact information appearing on the books of the Foundation. Notices by telephone shall be confirmed in writing. Notices by mail shall be deemed to be issued at the time when the same shall be postmarked, or if they are not postmarked, then when they shall be dated. Notices by facsimile or email shall be deemed to be issued at the time when the same shall be dated by the facsimile machine or by email service provider, or, if such date is not indicated, then when they shall be dated. Notice of any meeting of the Board of Directors shall be issued by the Secretary to each Director not less than three nor more than ten days before the meeting. Notice of any special meeting shall state the business to be brought before the meeting.
Section 6. Waiver
Notice of any meeting shall not be required to be given to anyone who attends such meeting without protesting prior thereto the lack of notice to him or her, or who submits a waiver of notice, whether before or after the meeting. Such waiver of notice may be written or electronic. If written, the waiver must be signed by any reasonable means including but not limited to facsimile signature. If electronic, the transmission of the waiver must be sent by electronic mail and must set forth, or be submitted with, information from which it can be reasonably determined that the transmission was authorized by the person providing the waiver.
Section 7. Advisors
The Board of Directors may invite any person or persons to meet with it and advise it at any meeting thereof. Such persons shall not be entitled to vote on any Board action. Such persons are to be approved by the President and stated in the notice of the meeting to all Directors.
Section 8. Quorum
A quorum for the transaction of business at any meeting of the Board of Directors, except as provided by statute or by the By-Laws, shall be not less than a majority of all Directors. If, however, such quorum is not present at any meeting of the Board of Directors, the Directors present shall have the power to adjourn the meeting.
Section 9. Voting
(a) Action by Directors. At any meeting of the Board of Directors, each Director present in person shall be entitled to one (1) vote. Action may be taken at any meeting of the Board of Directors at which a quorum is present by a majority of those present, unless the question is one upon which by express provision of the New York Not-for-Profit Corporation Law or these By-Laws a different vote is required, in which case such express provisions shall govern and control the decision of such question. Voting may be done in person or by telephone or video conference. Voting by proxy is not permitted for Directors.
(b) Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board or by any committee thereof may be taken without a meeting if all members of the Board or committee consent to the adoption of a resolution authorizing the action. Such consent may be written or electronic. If written, the consent must be executed by the Director by signing such consent or causing his or her signature to be affixed to such consent by any reasonable means including, but not limited to, facsimile signature. If electronic, the transmission of the consent must be sent by electronic mail and must set forth, or be submitted with, information from which it can reasonably be determined that the transmission was authorized by the Director. The resolution and consents thereto shall be filed with the minutes of the proceedings of the Board or committee as applicable.
(c) Conference Calls and Video Participation. Any one or more members of the Board or any committee thereof may participate in a meeting of the Board or such committee by means of a conference telephone or similar communications equipment or by electronic video screen communication provided that all persons participating in the meeting can hear each other at the same time and each Director can participate in all matters before the Board or committee, including, without limitation, the ability to propose, object to and vote upon a specific action to be taken by the Board or committee. Participation by such means shall constitute presence in person at a meeting.
Section 10. Minutes
Records of the proceedings of each meeting of the Board of Directors shall be kept by the Secretary. Copies of the records of such proceedings shall be distributed to each Director, by mail or email, within thirty days after each such meeting.
ARTICLE VII. OFFICERS
Section 1. Officers
The Officers of the Foundation shall be a President, one or more Vice Presidents, a Secretary, a Treasurer and such additional Officers as the Board of Directors may from time to time deem necessary. The Officers must be members of the Board of Directors. As set forth in Article VIII, Section 1, the Officers of the Foundation comprise the Foundation’s Executive Committee.
Section 2. Election and Term of Office
Officers shall be elected from among the Directors by the Board of Directors, pursuant to the procedures set forth in the Operations Manual and in accordance with any guidelines as also may be set forth by the Board of Directors, and shall serve for a term of two years from the Annual Meeting and until a successor is elected and qualified. Officers shall be eligible for re-nomination and reelection.
Section 3. Vacancies. Directors, at any meeting of the Board of Directors, may elect Directors to serve as Officers in order to fill any vacancies caused by resignation, removal, disqualification or death. Any Officer so elected shall hold office until the next meeting at which elections are held and until a successor is elected and qualified.
Section 4. Other Powers
Each Officer shall have such other powers and duties as the Board of Directors may from time to time prescribe.
Section 5. President
The President shall exercise general supervision over the affairs of the Foundation; preside at all meetings of the Board of Directors; represent the Foundation in the ordinary routine of its relations with outside organizations and individuals; make such reports and recommendations to the Foundation or to the Board of Directors concerning the work and affairs of the Foundation as in his or her judgment are desirable for their information and guidance; require such reports from the Vice President(s), the Secretary or the Treasurer as in his or her judgment are necessary; be authorized to incur expenses as instructed by the Board of Directors; serve ex officio as a member of all committees; appoint any committees of the Foundation and President’s Committees as he or she may from time to time deem necessary; sign such papers as may be required by his or her office or as instructed by the Board of Directors; and perform such other duties as are normally incident to the office of President.
Section 6. Vice President(s)
The number of Vice Presidents shall be determined from time to time by the Board of Directors. In the case of more than one Vice President, the Board shall determine which Vice President shall perform the duties of the President in case of the President’s absence, resignation or inability to act. The other Vice Presidents shall perform such duties and have such powers as the Board of Directors may from time to time prescribe.
Section 7. Secretary
The Secretary shall: issue all notices of meetings; keep and distribute complete records of such meetings, including an accurate record of attendance at meetings; issue other notices as instructed by the Board of Directors; be custodian of all records of the Foundation, except such records and papers as shall be kept by the Treasurer as provided in Section 6 of this Article IX; sign such papers as are required by his or her office or as instructed by the Board of Directors; and perform other duties normally incident to the office.
Section 8. Treasurer
The Treasurer shall: exercise supervision over all funds and investments of the Foundation: receive and disburse its funds under the direction of the Board of Directors; keep complete accounts of the Foundation’s property and transactions in books belonging to it, which shall at all reasonable times be open to inspection by the Board of Directors; make such reports to the President and the Board of Directors as they may require; cause the books of account of the Foundation to be reviewed or audited in accordance with the requirements of the New York Not-for-Profit Corporation Law and the New York State Charities Bureau; cause to be prepared and present annually to the Board financial reports, including the report of such account; prepare or cause to be prepared required tax filings; sign such papers as are required by the office or as instructed by the Board of Directors; and perform other duties normally incident to that office.
ARTICLE VIII. COMMITTEES
Section 1. Committees of the Board
The Board of Directors may, by resolution adopted by a majority of the entire Board of Directors, designate from among its members such committees as it may deem appropriate from time to time. Each such Committee of the Board shall have thereon at least three (3) members of the Board of Directors and, to the extent provided in a resolution, shall have the authority of the Board, except as limited by the Board of Directors or by law.
No committee shall have the power to (a) alter, amend, repeal or add to these By-Laws, (b) elect or remove any Officer or Director, (c) fill vacancies in the Board of Directors or in any committee of the Board, (d) fix the compensation of the Directors for serving on the Board or on any committee of the Board, (e) amend or repeal any resolution of the Board which by its terms shall not be so amendable or repealable; (f) approve any merger or plan of dissolution; (g) adopt a resolution authorizing action on the sale, lease, exchange or other disposition of all or substantially all the assets of the Foundation; or (h) approve amendments to the Certificate of Incorporation. Members of such committees, all of whom shall be Board members, shall be appointed by the vote of a majority of the entire Board of Directors. Each Committee of the Board shall serve at the pleasure of the Board.
The Executive Committee is a Committee of the Board that consists of the Officers of the Foundation. The Executive Committee shall have the authority to oversee Foundation operations as designated by the Board of Directors and as stated in the Operations Manual.
Section 2. Committees of the Foundation
The Board of Directors may appoint such committees of the Foundation as it may deem necessary or advisable to assist in the conduct and management of the Foundation’s affairs and may define the powers and duties thereof. Committees of the Foundation shall be advisory in nature and shall not have the authority to bind the Board of Directors or the Foundation. The members of any such committee need not be members or Directors.
Section 3. President’s Committees
The President may appoint such advisory committees as he or she may deem necessary or advisable to assist in carrying out the duties of his or her office, provided, however, that the duties and powers of any such committee shall be limited solely to investigatory or advisory activities for the President or for the Board of Directors. No rights or powers of the Board of Directors may be delegated to any advisory committee appointed by the President without the express approval of the Board of Directors. The members of any such committee need not be members or Directors.
Section 4. Committee Meetings
All committees may adopt their own Rules as to time, place, notice and quorum for their meetings. Each Committee of the Board shall keep regular minutes of its meetings which shall be filed with the corporate records of the Foundation and shall report to the Board of Directors when required.
ARTICLE IX. CHECKS
All checks or demands for money and notes of the Foundation 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.
ARTICLE X. INDEMNIFICATION
The Foundation may indemnify any person in the manner and to the extent provided in the New York Not-for-Profit Corporation Law.
ARTICLE XI. AMENDMENTS
Section 1. Notice of Amendment
These By-Laws may be amended only at a meeting of the Board of Directors, the notice of which clearly sets forth the contemplated amendment.
Section 2. Conditions of Amendment
These By-Laws may only be amended by an affirmative vote of at least two-thirds of all Directors.
ARTICLE XII. DISSOLUTION
As set forth in the Foundation’s Certificate of Incorporation, in the event of dissolution, all of the remaining assets and property of the Foundation shall be distributed to another charitable canine health organization recognized as tax-exempt and described in Section 501(c)(3) of the Internal Revenue Code
