CANADIAN BORDER COLLIE ASSOCIATION

Transcription

1 CANADIAN BORDER COLLIE ASSOCIATION BY-LAWS ARTICLE I - NAME 1.1 The name of the association shall be the Canadian Border Collie Association ("the Association"). ARTICLE II - HEAD OFFICE 2.1 The Head Office shall be located at Nation Valley Road, Township of North Dundas, Ontario, or as otherwise designated by the Board of Directors. ARTICLE III - OBJECTS 3.1 The Association shall have for its objects the encouragement, development and regulation of the breeding of purebred Border Collies in Canada by: (d) (e) establishing a standard of breeding and maintaining a system of registration of purebred Border Collies; promoting and fostering the breeding, training and distribution of reliable working Border Collies in Canada; promoting and fostering health improvements in Border Collies; publishing and distributing literature and other communications to educate the public and Border Collie breeders on subjects relating to the well-being of the Border Collie breed; and organizing and promoting trials, national championships and exhibitions, either competitive or non-competitive, and either independently or in association with any other societies, bodies or persons; 3.2 The Association shall have the power to make and enter into all needful contracts and agreements for these objects and purposes.

2 2 ARTICLE IV - MEMBERSHIP 4.1 There shall be the following classes of members: Regular Members Regular members shall be those persons resident in Canada, who have paid the prescribed annual membership fee as established from time to time by the Board of Directors. Life Members Life members shall be those individuals who have paid the prescribed life membership fee as established from time to time by the Board of Directors. Upon acceptance of application and payment of the prescribed fee, a life member shall not be required to pay annual membership fees. Non-Resident Members Non-resident members shall be those persons who are not residents of Canada and have paid the prescribed non-resident membership fee as established from time to time by the Board of Directors. Non-resident members shall have all the rights and privileges accorded to all members under the By-laws of the Association. Notwithstanding the foregoing, non-resident members shall not have the right to vote at any meeting, election or referendum and shall not have the right to stand for election as a Director. 4.2 MEMBER IN GOOD STANDING A member in good standing is a member who has complied with the By-laws hereinafter set forth and who is not in arrears of membership fees or any other financial obligation to the Association or is suspended or expelled. 4.3 MEMBERSHIP FEES Membership fees shall be established from time to time by the Board of Directors and shall be administered in accordance with policies and procedures as established from time to time by the Board of Directors. Annual membership fees shall be due and payable on January 1st of each year. Notification that membership fees are due and payable shall be provided to the members by mail or by publication in the official publication of the Association, prior to December 1st each year. No member shall be entitled to any of the rights and privileges of membership in the Association during any year until the annual fee for that year is paid.

3 3 (d) (e) On January 31st of each year, all members who paid for the preceding year but who have not paid for the then current year shall be removed from the membership roll. Membership in the Association may be regained by the payment of the prescribed membership fee. 4.4 MEMBERSHIP YEAR The membership year of the Association shall correspond with the calendar year. 4.5 APPLICATIONS FOR MEMBERSHIP (d) (e) (f) An application for membership in the Association shall be made in writing and in such form as the Board of Directors may from time to time prescribe. Any privileges accorded to an applicant for membership, pending consideration of such application, shall not obligate the Board of Directors to approve the application and any privileges so accorded may be revoked by the Board of Directors in the event that the application is not subsequently approved. Subject to the provisions of Section 6.6, if within sixty (60) days of the receipt of the application, no objections have been received and the membership fee has been confirmed as paid, the applicant will be deemed to have been approved for membership in the Association. Each applicant on becoming a member is bound by these By-laws and any amendments thereto, and all rules, regulations, procedures and policies of the Association. Applications for regular membership of partnerships or corporations shall specify the partner(s) or officer(s), resident of Canada, authorized to vote and sign for the partnership or company and hold office in the Association. Corporations shall file with the Association such documentary evidence of authority of the officer(s) as may be required. Applications for non-resident membership of partnerships or incorporated companies shall specify the partner or other, authorized to sign for the partnership or company. Corporations shall file with the Association such documentary evidence of authority of the officer(s) as may be required. Members shall provide the Association with their correct and proper mailing address and telephone number(s) at the time of application. Any subsequent change of address and telephone number(s) shall be provided to the Association within thirty (30) days of such change.

4 4 4.6 REFUSAL OF APPLICATION FOR MEMBERSHIP The Board of Directors may, without limitation and at its sole discretion, refuse or reject an application for membership in the Association if the applicant: (d) is under suspension or expulsion from a Recognized Registry or any association incorporated under the Animal Pedigree Act; has been convicted of cruelty to animals; has acted or performed in a manner contrary to the principles and objects of the Association and it is determined that acceptance of the application would not be in the best interests of the Association and its members; or has failed to properly complete the application form. 4.7 RIGHTS AND PRIVILEGES The privileges of the Association as they apply to all persons shall mean use of the services of the Recording Office as they concern the records of the Association. The privileges of the Association as they apply to members shall mean: (i) (ii) those privileges set forth in Section 6.8, subject to the limitations imposed on non-resident members as set out in Section 6.1 ; any privileges extended to members by order of the Board of Directors. (d) Persons availing themselves of the privileges of the Association as set forth in this Article VI shall be deemed to have agreed to the authority of the Association and its Board of Directors as conferred on the Association by these By-laws. Except as otherwise provided in the Animal Pedigree Act, no member who has been expelled from the Association, is suspended by the Association or is deprived of the privileges of the Association, shall be entitled to any of the rights and privileges set forth above unless reinstated. (e) Notwithstanding any provision of these By-laws, no person shall be denied the right to have registered, or to transfer the ownership of any animal unless that person: (i) (ii) is, at the time the right is denied, in arrears of any fees owing to the Association; or has contravened,

5 A. a by-law of the Association relating to, 5 (1) the eligibility for registration or identification, as the case may be, of dogs by the Association; (2) the individual identification of animals; or (3) the keeping of private records; B. any provision of the Animal Pedigree Act or the regulations thereunder; or C. any provision of the Health of Animals Act or the regulations thereunder relating to the identification, within the meaning of that Act, or testing of animals. 4.8 VOTING PRIVILEGES: In order to vote at a general meeting or to elect Directors, a member must be: (i) (ii) (iii) (iv) a member in good standing; a resident of Canada; within the first five years of existence of the Association, the owner of a dog which has been registered with the Association or a Recognized Registry within the preceding 5 years; and after the Association has been in existence for more than 5 years, the owner of a dog which has been registered with the Association within the preceding 5 years; In order to hold office as a Director of the Association, a member must be: (i) (ii) (iii) a member in good standing; a resident of Canada; over 18 years of age at the time of election; (iv) (v) within the first five years of existence of the Association, the owner of a dog which has been registered with the Association or a Recognized Registry within the preceding 5 years; and after the Association has been in existence for more than 5 years, the owner of a dog which has been registered with the Association within the preceding 5 years; A person not on the membership roll fifty (50) days prior to the Annual General Meeting or any other meeting of the members, and notwithstanding anything to the contrary in these By-laws, shall not have the right to vote on any matter brought before that meeting.

6 6 (d) (e) A person not on the membership roll on the first day of September of an election year shall not be entitled to nominate or second a nomination for a member to be elected as a Director of the Association and shall not be entitled to cast a vote in the election of Directors for that election year. A member shall have but one vote. 4.9 FINANCIAL LIABILITY The financial liability of a member to the Association shall be the amount due in respect of membership fees and any other fees for services provided to the member by the Association and includes the reasonable costs incurred as a result of an investigation pursuant to Section 5.6 of these By-laws RESIGNATION Any member who wishes to resign from the Association must give written notice to the Association. Any member who shall cease to be a member of the Association, through resignation or otherwise, shall, from that date forward, not be entitled to any of the privileges normally accorded to the membership of the Association. No refund of membership fee shall be provided upon cessation of membership. ARTICLE V - SUSPENSION, EXPULSION, DISCIPLINE 5.1 The Board of Directors shall have the power to suspend or expel any member who fails to observe any rule or regulation set forth in these By-laws. 5.2 SUSPENSION: A suspended member is one who has been deprived of the privileges of the Association by a decision of the Board of Directors for a stated period or until such time as the requirements of the Board of Directors have been complied with. 5.3 EXPULSION: Expulsion means depriving a member of the privileges of the Association indefinitely or for such period of time as may be determined by the Board of Directors.

7 7 5.4 COMPLAINTS Any person or persons contravening the By-laws, rules, regulations, procedures or policies of the Association shall be subject to discipline procedures. All matters of discipline including the power of authority to investigate complaints, shall be within the jurisdiction of the Board of Directors and administered in the manner hereinafter described: Any person, whether a member of the Association or not, shall have the right to lay a complaint with regard to any matter relating to the Association's objects or activities. Any complaint directed to the Board of Directors shall be in writing and shall provide sufficient information of the act or omission which forms the grounds of the complaint so as to permit the Board of Directors to properly investigate and deal with the issues raised. All information provided to the Board of Directors by any party to the complaint shall be provided to the other party or parties to the complaint. Such information shall, when reasonably possible, be provided either personally or by means of registered or certified mail, or by means of commercial carrier; On report to the Board of Directors of a charge against any person, the charges shall be laid before a meeting of the Board of Directors and the person so charged shall have fifteen days notice in writing of such meeting and be given the right to be heard. If such investigation should indicate that the person: (i) knowingly falsified records; (ii) violated any provision of these By-laws, or any rule, regulation, procedure or policy of the Association; (iii) was suspended or expelled from a Recognized Registry or any association incorporated under the Animal Pedigree Act; (iv) acted or performed in a manner contrary to the principles and objects of the Association and/or not in the best interests of the Association and its members, the Board of Directors is authorized, at its sole discretion, to suspend, refuse or cancel any registration obtained or submitted by that person and, if such person is a member of the Association, suspend or expel that member. 5.5 APPEAL OF SUSPENSION OR EXPULSION A member suspended or expelled shall, after the expiration of forty-five (45) days, have the right to apply to the Board of Directors for reinstatement and shall on application be reinstated at the next meeting of the Board, provided a majority of the members of the Board of Directors present thereat vote in the affirmative. If the Board of Directors refuses to reinstate a member so suspended or expelled, such member shall have the right to apply for reinstatement by the next succeeding general meeting of the Association, but reinstatement by a general meeting shall be

8 8 only by the affirmative vote of two-thirds of the members present thereat and eligible to vote. 5.6 LIABILITY: Any member suspended or expelled from the Association shall have no claim against the Association or its Directors or have any interest in the property or assets of the Association. It is understood that the Association and its Directors shall not be held responsible for any loss or damage that may be sustained through refusal, suspension, cancellation or correction of any registration or transfer. Any member suspended or expelled from the Association shall be liable to the Association for all reasonable costs incurred by the Association in investigating the matter(s) which resulted in the suspension or expulsion of such member. ARTICLE VI - GENERAL MEETINGS 6.1 ANNUAL GENERAL MEETINGS The Annual General Meeting of the members shall be held at such time and place as determined by the Board of Directors. 6.2 SPECIAL GENERAL MEETINGS The Board of Directors may, in its discretion, by notice specifying the objects of the meeting, call a Special General Meeting of the Association at any time. The Board of Directors shall call a Special General Meeting of the Association within 90 days of receipt of a written request for such a meeting provided: (i) (ii) the request is signed by 25% of the members entitled to vote at a meeting of the members, or 15 members entitled to so vote, which ever number is greater at the time the request is received; and such request specifies the objects for which the meeting is required. 6.3 BUSINESS The notice calling a general meeting shall indicate the specific nature of the business coming before the meeting. No resolution calling for expenditure of the Association's funds may be entertained at any general meeting unless it has received the prior approval of the Board of Directors.

9 9 6.4 NOTICES Not less than sixty (60) days notice of the date, time and place of a meeting and the nature of the business to be transacted thereat shall be given: by mail postage prepaid to each member; or by publishing a notice of meeting in the official publication of the Association. A copy of the notice calling the Annual or Special General Meeting shall be forwarded to the Minister of Agriculture and Agri-Food for Canada in a manner similar to that used to give notice to the members of this Association. 6.5 WAIVER Whenever any notice is required to be given under the provision of law or these By-laws, a written waiver thereof, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed to be equivalent to such notice. In addition, any member who attends a meeting of members in person, or is represented at such meeting by proxy, without protesting at the commencement of the meeting the lack of notice thereof to him or her, shall be conclusively deemed to have waived notice of such meeting. 6.6 QUORUM A quorum at all general meetings of members shall be 11 members, in person, entitled to vote at such meeting or, 10% of the membership entitled to so vote, in person, which ever number is less at the time of such meeting. 6.7 ATTENDANCE All members in good standing at the date of such general meeting shall be entitled to attend. 6.8 VOTING At all general meetings, unless otherwise herein provided, a majority vote shall prevail. The Chair of any general meeting shall not vote except in the case of a tie and in such a case, he or she shall have the casting-vote. 6.9 PROXIES Voting may occur by proxy, in a form approved by the Board of Directors, at any general meeting but such vote is limited to the specific issues designated on the face thereof.

10 MINUTES The proceedings of a general meeting shall be recorded and retained as the official minutes of the meeting. Copies of the minutes shall be made available to any member at cost when ordering same ORDER OF BUSINESS The order of business for general meetings shall be as follows: (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) identification of members; approval of minutes of previous General Meeting; correspondence; presentation of financial statements (if an Annual General Meeting); reports of Chair, Directors, Committees; unfinished business; report of election of Directors, if applicable; new business; adjournment. The above order, with the exception of (i), may be changed at the pleasure of the meeting assembled RULES OF ORDER Unless otherwise stipulated in these By-laws, Robert's Rules of Order, as amended from time to time, shall govern at all meetings of the members FINANCIAL REPORT The Board of Directors, at each Annual General Meeting, shall cause to have submitted to the membership in attendance, a complete and audited financial report of revenues and expenses, assets and liabilities of the Association for the preceding year. A copy of the audited financial statements shall be forwarded to the Ministry of Agriculture and Agri-Food for Canada within twenty (20) days of an Annual General Meeting AUDITORS The Board of Directors, at the first regular meeting following the election of the Board, shall appoint an accounting firm to act on behalf of the Association as auditor and to hold such office until a successor is appointed.

11 11 (d) The Auditor's duty shall be to examine the books of account of the Association, vouchers for all payments and certify the usual statement of receipts and expenditures, assets and liabilities for the year for presentation to the next annual meeting. ARTICLE VII - DIRECTORS 7.1 POWERS OF DIRECTORS The property and business of the Association shall be managed by a Board of Directors. The Directors shall administer the affairs of the Association in all things and make or cause to be made for the Association, in its name, any contract which the Association may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as the Association is by its By-laws or otherwise authorized to exercise and do under the Animal Pedigree Act. The Board of Directors may appoint such agents and engage such employees as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed by the Board of Directors at the time of such appointment. The Board of Directors may, from time to time vary, add to or limit the powers and duties of any officer, subject to these By-laws. All general policies and long range objectives of the Association shall be established by the Board of Directors which shall consist of the numbers hereinafter provided, and such Board of Directors shall exercise such authority, which has not, by these By-laws and/or by statute, been expressly reserved to the general membership of the Association. 7.2 NUMBER OF DIRECTORS The number of Directors shall be fixed at six (6) persons. 7.3 ELECTION OF DIRECTORS There shall be an annual election of Directors of the Association and such elections shall be administered by the Elections Committee. At each election two (2) Directors shall be elected from one region (east or west) and one (1) from the other region this will alternate every year so that there are always three (3) directors from each region. Directors shall hold office from the first day of the year for which they were elected and shall continue to hold office until such time as their successors are elected and

12 12 assume office; provided however, that a Director shall hold office only so long as he or she continues to act in the best interests of the Association and its members. (d) Directors may hold office for a maximum of four consecutive two (2) year terms. 7.4 REGIONAL REPRESENTATION Representation on the Board of Directors shall be based on electoral regions, the west region consisting of those provinces and territories west of Ontario and the east region consisting of those provinces east of Manitoba. In the first election, two (2) Directors shall be elected from the east region and three (3) Directors shall be elected from the west region. At the end of each two (2) year term, the combination of Directors shall alternate so that, where in the preceding term two (2) Directors were elected from the east region and three (3) Directors were elected from the west region, for the following term, three (3) Directors shall hold office from the east region and two (2) Directors shall hold office from the west region. The members within an electoral region, may only nominate and elect Directors for that region. 7.5 RESIGNATIONS Directors may resign from office by giving to the Board of Directors one (1) month's notice of his or her intention to do so, in writing, and such resignation shall take effect upon the expiration of such notice. 7.6 REMOVAL FROM OFFICE Any Director who is disciplined and subsequently denied privileges of membership of the Association, shall resign the office of Director forthwith. Failure to provide such resignation, shall result in the Board of Directors declaring the office vacant by majority vote. Except as otherwise provided by law, at a meeting of members called expressly for that purpose, any Director may be removed, with or without cause, by a vote of members constituting a majority of the members entitled to vote at an election of directors.

13 7.7 VACANCIES 13 Should vacancies occur in the office of Director, however caused, the Board of Directors by majority vote, may, by appointment, fill the vacancy with a member of the Association in good standing who is eligible to hold office, provided any such successor is a resident of the electoral zone which his or her predecessor was elected to represent. Should any Director take up residence in any electoral zone other than that for which he or she was elected to represent, the Board of Directors shall declare vacant the office held by such Director and may, subject to the provisions of this Section, appoint a member from that zone who is entitled to hold office, to fill the vacancy. 7.8 NOMINATIONS Any member entitled to vote according to Section 6.8 herein, may nominate or second the nomination for one Director. 7.9 NOTICE OF ELECTIONS On or before the 1st day of September, the Elections Committee shall give notice of election by prepaid mail to each member or by publication in the publication of the Association NOMINATION FORM On or before October 1st in each year of election, the Elections Committee shall forward, by prepaid mail, a nomination form to members entitled to vote and who have requested same, in such form as may be approved by the Board of Directors FILING OF NOMINATION FORMS Completed nomination forms must be received by the Elections Committee no later than 5:00 pm local time at the place designated by the Elections Committee on the 1st day of November in the election year afterwhich nominations shall be declared closed. If the 1st day of November should fall on a non-business day, the nomination form must be received by 5:00 pm local time at the place designated by the Elections Committee on the following business day. All nomination forms received thereafter shall not be considered. All nomination forms must be signed by two members residing in the Election Region for which Election is sought and eligible to vote in the forthcoming election. Each nomination form shall be accompanied by the written acceptance of such nomination by each nominee. Nomination forms and written acceptances of such nomination received by facsimile shall be accepted provided the originally signed copies of same are delivered by prepaid courier delivery within one (1) week of the close of nominations.

14 INSUFFICIENT NOMINATIONS Despite Section 9.11 if an insufficient number of nominations are received for either region, the Elections Committee in its sole discretion, may extend the time for the receipt of nominations, and the dates with respect to mailing of ballots as per Section 9.14 and the return of ballots as per Section 9.15 shall be extended accordingly, but in no case shall such dates be extended beyond December 31 of the election year LIST OF ELIGIBLE VOTERS On or before the 15th day of October of the election year, the President shall provide to the Elections Committee, a certified list of members entitled to vote in the upcoming election BALLOTS The Elections Committee shall prepare a ballot for each member entitled to vote which shall be marked for identification by the Elections Committee and mailed to each member entitled to vote on or before the 20th day of November of the election year. If, for whatever reason, the ballots are not mailed on or before the 20th day of November of the election year, the ballots shall be sent as soon as possible thereafter and the failure to supply a ballot or the non-receipt of such ballot within the prescribed time shall not invalidate any election held in the manner herein provided RETURN OF BALLOTS Ballots must be returned to the Elections Committee no later than 5:00 pm local time at the place designated by the Elections Committee on the 15th day of December of the election year. If the 15th of December of that year shall fall on a non-business day, the ballot form must be received by 5:00 pm local time at the place designated by the Elections Committee on the day following such non-business day and provided further that the date for receiving ballots shall be extended one day for each day's delay starting from November 20th in the mailing of ballots by the Elections Committee ELECTION RESULTS Following the close of ballots as set out in Section 9.15, the Elections Committee shall proceed to open the return ballots and count the votes. Upon determining the results and as soon thereafter as possible, the Elections Committee shall provide the President with a report of the elections results.

15 ANNOUNCEMENT OF RESULTS Upon receipt of the report of the Elections Committee, the President shall send a copy of the report to each candidate for office and cause publication of such results in the official publication of the Association INDEMNIFICATION OF DIRECTORS AND OFFICERS Every Director or Officer of the Association, his or her heirs, executors and administrators and estate, respectively, shall from to time and at all times, be indemnified and save harmless, subject to the provisions of all applicable statutes, out of the funds of the Association from and against any liability and all costs, charges and expenses that he or she sustains or incurs in respect of any action, suit or proceeding that is proposed or commenced against him or her for or in respect of the proper execution of the duties of his or her office. For this purpose, the term Officer shall be deemed to include the members of the Elections Committee and members of the Association Staff SPECIAL COMMITTEES The Board of Directors may appoint from their number or from the members of the Association to special committees, but must in all cases name one Director to be a member of the special committee who shall be the presiding officer. The action of any special committee is subject to the approval of the Board of Directors ELECTIONS COMMITTEE The Elections Committee shall consist of those individuals appointed by the Board of Directors for that purpose. ARTICLE VIII - OFFICERS 8.1 APPOINTMENT A President and a Vice-President shall be appointed by resolution of the Board of Directors from amongst their number at the first meeting of the Board of Directors following the election of Directors.

16 16 b) The Board of Directors shall from time to time appoint a Secretary/Treasurer, who is not required to be a Director or member of the Association, and who shall act under the control and with the approval of the Board of Directors. Officers shall be subject to removal by resolution of the Board of Directors at any time. 8.2 THE PRESIDENT The duties of the President shall be: to preside at all meetings of the Association and the Board of Directors; and to exercise a general supervision over the affairs of the Association. 8.3 THE VICE-PRESIDENT The Vice-President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties as shall from time to time be imposed upon him or her by the Board of Directors. 8.4 THE SECRETARY/TREASURER The Secretary/Treasurer shall have the custody of the funds and securities of the Association and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the Association in the books belonging to the Association and shall deposit all monies, securities and other valuable effects in the name and to the credit of the Association in such chartered bank or trust company, or, in the case of securities, in such registered dealer in securities as may be designated by the Board of Directors from time to time. He or she shall disburse the funds of the Association as may be directed by proper authority taking proper vouchers for such disbursements, and shall render to the President and Directors at the regular meeting of the Board of Directors, or whenever they may require it, an accounting of all the transactions and a statement of the financial position of the Association. He or she shall also perform such other duties as may from time to time be directed by the Board of Directors. The Secretary/Treasurer may be empowered by the Board of Directors, upon resolution of the Board of Directors, to carry on the affairs of the Association generally under the supervision of the Officers thereof and shall attend all meetings and act as clerk thereof and record all votes and minutes of all proceedings in the books to be kept for that purpose. He or she shall give or cause to be given notice of all meetings of the members and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President,

17 17 under whose supervision he or she shall be. He or she shall be custodian of the seal, if any, of the Association, which he or she shall deliver only when authorized by a resolution of the Board of Directors to do so and to such person or persons as may be named in such resolution. (d) The Secretary/Treasurer shall also co-ordinate receipt and distribution of certificates. Notwithstanding the foregoing, the Board of Directors may from time to time vary, add to, or limit the powers and duties of any officer of the Association. 8.5 EXECUTION OF DOCUMENTS Contracts, documents or any instruments in writing requiring the signature of the Association, shall be signed by both the President and Secretary/Treasurer and all contracts, documents and instruments in writing so signed shall be binding upon the Association without any further authorization or formality. The Directors shall have power from time to time by resolution to appoint an officer or officers on behalf of the Association to sign specific contracts, documents and instruments in writing. All cheques issued by the Association must bear the signature(s) of an official or officials authorized by the Board of Directors for that purpose. ARTICLE IX - MEETINGS OF THE BOARD OF DIRECTORS 9.1 DIRECTORS MEETINGS The Board of Directors shall meet a minimum of one (1) time per year at such time and place as determined by the President in consultation with the members of the Board of Directors. 9.2 NOTICE Members of the Board of Directors shall receive notice of a meeting of the Board of Directors, by regular mail or facsimile, at least fourteen days in advance of the date of such meeting. A meeting of the Board of Directors may be held on shorter notice or without written notice provided all have given their consent to the meeting being held. A minute of such consent shall be entered in the minutes. No error or omission in giving notice of any meeting of the Board of Directors or any adjourned meeting of the Board of Directors shall invalidate such meeting or make void any proceedings taken thereat and any Director may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.

18 18 (d) A resolution in writing, signed by all the Directors entitled to vote on that resolution at a meeting of Directors or Committee of Directors, is as valid as if it had been passed at a meeting of Directors or Committee of Directors. 9.3 MEETINGS BY TELEPHONE If all the Directors of the Association consent thereto generally or in respect of a particular meeting, a Director may participate in a meeting of the Board of Directors or of a Committee of the Directors by means of telephone or other communications facilities which permits all persons participating in the meeting to hear each other, and a Director participating in such a meeting by such means is deemed to be present at the meeting. 9.4 SPECIAL MEETINGS The Chair or a majority of the Board of Directors, shall have the authority to call a special meeting of the Board of Directors by providing each Board member with at least seventytwo (72) hours notice, such notice to be delivered by telephone or facsimile. Less than seventy-two (72) hours notice may be given if such meeting is consented to by each member of the Board of Directors. A minute of such consent shall be entered into the minutes. 9.5 QUORUM A quorum at a meeting of the Board of Directors shall be three (3) Directors provided that there be in attendance at least one (1) Director from the east region and one (1) Director from the west region. 9.6 LOST QUORUM Should circumstances arise where there remains less than a quorum of the Board of Directors in office, as otherwise described herein, the President shall appoint an Election Commission and together they shall have the authority to take the necessary steps to ensure the normal continuity of the business of the Association. 9.7 MEMBERS ATTENDING MEETINGS Any member of the Association shall have the right to attend any regular meeting of the Board of Directors but is not entitled to notice of same.

19 RULES OF ORDER Unless otherwise stipulated in these By-laws, Robert's Rules of Order, as amended from time to time, shall govern all meetings of the Board of Directors. 9.9 MINUTES The decisions of each meeting of the Board of Directors shall be recorded in the minutes by the recording secretary. Upon approval of the minutes by the Board of Directors and as soon as is practicably possible, such minutes in their approved form, shall be published in the official publication of the Association. ARTICLE X - FISCAL YEAR 10.1 The fiscal year-end of the Association shall be the 31st day of December in each year. ARTICLE XI - FUNDAMENTAL CHANGES TO THE ASSOCIATION 11.1 In the event of: (i) (ii) (iii) a proposed amendment to the Association's articles of incorporation; a proposed dissolution of the Association; or a proposed amalgamation involving the Association, the members shall be provided with a minimum of sixty (60) days written notice setting out the nature of the proposed change. (d) The notice shall include a ballot to be signed by the member and returned to the Elections Committee by the date set out in the notice, such date to be no less than 30 days from the date of such notice. Ballots must be received by 5 p.m. local time at the place designated in the notice. Following the close of ballots, the Elections Committee shall proceed to count the ballots. Provided twenty-five percent or more of the members have returned a ballot and at least two-thirds (2/3) of those ballots returned indicate approval of the proposed

20 20 change, the Association shall have the authority to carry out the change so proposed. ARTICLE XII - BY-LAW AMENDMENTS 12.1 PROPOSED BY THE BOARD OF DIRECTORS The By-laws of the Association may be adopted, amended or repealed by a resolution enacted by a majority of the Directors at a meeting of the Board of Directors and confirmed by an affirmative vote of at least two-thirds (2/3) of the members present and eligible to vote at a meeting of the members duly called for such purpose, provided that sixty (60) days written notice of such proposal is given to the membership PROPOSED BY THE MEMBERS The members may propose the adoption, amendment or repeal of the By-laws of the Association by providing notice of the proposed adoption, amendment or repeal of the Bylaw, signed by 25% of the members entitled to vote at a meeting of the members, or 3 members entitled to so vote, which ever number is greater at the time the notice is received, and submitting such notice to the Association at least seventy-five (75) days prior to a general meeting. Upon receipt of such notice, the Association shall cause the proposed adoption, amendment or repeal of the By-law to be included in the notice calling the meeting. To be adopted by the Association, the proposed amendment must be approved by an affirmative vote of two-thirds (2/3) of the members present and eligible to vote at the meeting ENACTMENT Amendments to these By-laws shall not be enacted until the approval of the Minister of Agriculture and Agri-Food for Canada has been obtained. ARTICLE XIII - EXPENSES, INCOME AND PROPERTY 13.1 The income and property of the Association, from whatever source derived, shall be applied solely toward the promotion and furtherance of the objects of the Association.

21 No part thereof shall be paid or transferred directly or indirectly by way of bonus or otherwise as profit or gain to members of the Association, past, present or future, or to any person claiming through any member However, nothing herein contained shall prevent the bona fide payment or remuneration to any officer, registrar, editor, clerk, servant or other person or persons for services actually rendered to the Association, whether members of the Association or not, and including contribution to a pension fund, and the expenses of the Directors or Officers incurred in doing business for the Association The salaries of all employees of the Association shall be fixed from time to time by the Board of Directors and no employee shall be prevented from receiving such salary by reason of the fact that he or she is also a Director. ARTICLE XIV - REGISTRATIONS 14.1 BOOKS AND RECORDS All necessary books and records required by the By-laws of the Association or any applicable statute or law, shall be regularly and properly kept at the Head Office of the Association. System records shall be kept at the Head Office of the Canadian Border Collie Association located in Joyceville, Ontario, Canada REGISTRY A Register shall be kept at the Head Office of the Association and shall be known as the American Border Collie Association of Canada Registry. It shall be published by the Association at such time and in such form as decided by the Board of Directors. A Certificate of Registration shall be issued for all dogs registered in a form approved by the Board of Directors ELIGIBILITY FOR REGISTRATION The following shall be eligible for registration with the Association, upon application in accordance with the terms of these By-laws: Any Border Collie born in Canada of a litter registered with the Association and any dog imported to Canada presenting a three (3) Purebred generation pedigree from a registry or stud book recognized by the Association. The Association shall not accept for registration any foreign certified three generation pedigree (or export certificate) which reflects the presence of more than

22 22 one sire or one dam for any particular mating or the presence of unknown or unregistered ancestors CLASSES Dogs not previously registered shall be designated Section A or Section B according to the Canadian Border Collie Association Class of the sire and Dam or the Class of the original registry of the Sire and Dam. Section A shall comprise animals where both parents are Section A. Section B shall comprise animals where either parent is Section B. Dogs previously registered will be assigned the Section of the original registry. Initially, the following registries are recognized by the Association. Other registries will be considered by the Board on appeal. SECTION A REGISTRIES (d) International Sheepdog Society of Great Britain; American International Border Collie Registry, Inc.; American Border Collie Association; North American Sheep Dog Society. SECTION B REGISTRIES United Kingdom Kennel Club; American Kennel Club; Australian Kennel Club 14.4A RECLASSIFICATION ON MERIT A dog may be reclassified from Section B to Section A on sufficient proof of herding ability. Herding Ability shall be established by the dog placing in the top ten of three Open Class Sheepdog trials each with a gather of not less than 250 yards and entries of more than 20 dogs. Each trial must be under a different judge. Trials will be sanctioned at the discretion of a committee. Alternatively, the Directors may appoint a committee of three to asses the herding ability of the dog. The test shall take place at a venue established by the committee but not at the home farm of the dog or on its usual stock. The dog must demonstrate competence in the following elements: a gather of not less than 300 yards and a drive of not less than 100 yards. Committee members shall receive an honorarium to be established by the Board and to be paid by the petitioner.

23 REGISTRATION OF LITTERS The owner at the time of birth of a litter may make application for registration of the litter provided the Sire and Dam are registered with the Association or a recognized Registry. The application for registration of a litter must be made to the Association on forms supplied by them for that purpose. All blank spaces must be completed in ink or typewritten. Signatures must be in ink. Application for registration may be made by persons who are not members of the Association but are subject to non-member rates as established by the Board of Directors from time to time DAM OF LITTER The dam of a litter must be registered or held with a registered CBCA Lease in the name of the CBCA person signing the application form as breeder. LEASE OF A DAM: An application for a CBCA registered lease of a dam must be made to the Association on forms supplied by them for that purpose. All blank spaces must be completed in ink or typewritten. Signatures must be in ink SIRE OF LITTER The sire of a litter must be registered in the name of the person certifying the service and, if different than the breeder, must sign a stud service report REGISTRATION OF INDIVIDUAL DOGS The application for registration of an individual Border Collie must be made to the Association on forms supplied by them for that purpose. All blank spaces must be completed in ink or typewritten. Signatures must be in ink IMPORTED TO CANADA A person resident in Canada who imports a Border Collie may make application for registration of a Border Collie imported into Canada provided the following conditions are satisfied: the application for registration of the Border Collie is accompanied by a certificate of registration (or export pedigree if imported from the U.K.) issued by a club or organization whose stud book or record is recognized by the Association according to the provisions of these By-laws. The certificate shall include the following information; registered name of Border Collie, foreign registration number with reference to appropriate registry, tattoo markings or microchip transponder characters;

24 24 If the certificate of registration (or export certificate) sets forth the ownership by a resident of Canada other than the resident of Canada who imported the Border Collie to Canada, the foreign certificate will not be accepted as a basis for registration of the Border Collie in the records of the Association; the certificate referred to in above includes, or is accompanied by a certified pedigree, which sets forth the known pedigree of the Border Collie to a minimum of three (3) generations of ancestry, and a registration number for every Border Collie in the said pedigree; (d) if and when required by the Association, satisfactory evidence that the Border Collie was in fact imported to Canada and by whom it was imported; (e) if and when required by the Association, a signed statement or certification of the foreign stud book or record which issued the certificate referred to in above that transfer of the Border Collie to the resident of Canada applying for registration in Canada has been recorded in their records; and ARTICLE XV - IDENTIFICATION 15.1 UNIQUE IDENTIFICATION In order to be eligible for registration, a Border Collie must be uniquely identified so that the certificate of registration issued for the Border Collie will make it possible to distinguish it from any other Border Collie. A breeder or owner shall have the choice of two (2) methods of identification, being tattoo or microchip implants, as governed by the requirements of the Ministry of Agriculture and Agri-Food for Canada. The breeder or owner may change the method of identification at any time IDENTIFIED PRIOR TO LEAVING PREMISES All Canadian born Border Collies, disposed of for consideration, monetary or otherwise, must be identified for registration purposes prior to leaving the premises of the owner at birth. ARTICLE XVI - FORMS AND CERTIFICATES 16.1 ISSUANCE All forms, certificates and certified pedigrees shall be issued by the office of the Canadian Border Collie Association (the "CBCA") located in Joyceville, Ontario, Canada.

25 CANCELLATION OF CERTIFICATE The Board of Directors may suspend, cancel or refuse to issuance a certificate of registration where the Board of Directors has reason to believe that: the dog is not purebred; or that any part of the application form for registration contains false information or false representation or information calculated to mislead; or that there has been a failure to disclose all relevant information SUSPENDED REGISTRATION: A suspended registration is a registration of pedigree or transfer that has been placed under suspension by the Board of Directors on account of some irregularity. Such suspension shall remain until same is lifted by a resolution of the Board of Directors IMPROPER REGISTRATION OR TRANSFER: Registration or transfer of ownership of an animal is made on the understanding that the particulars given on the application are correct. If it is subsequently discovered by the Board of Directors that the particulars given are incorrect, the registration or transfer shall be suspended. The certificates of animals recorded incorrectly may be cancelled and re-recorded by the owner or by the Association at the expense of the original applicant for registration or transfer APPEAL OF REGISTRATION A person who is the owner of an animal whose registration certificate has been refused, suspended or cancelled shall, after the expiration of forty-five (45) days, have the right to apply to the Board of Directors for reinstatement of such registration and shall upon application be reinstated at the next meeting of Board of Directors provided a majority of the Directors present thereat vote in the affirmative. If reinstatement is refused, that person shall have the right to apply for reinstatement to the next succeeding general meeting of the Association, but reinstatement by a general meeting shall be only by the affirmative vote of two-thirds of the members present thereat and eligible to vote.

26 26 ARTICLE XVII - TRANSFER OF OWNERSHIP 17.1 DELIVERY OF CERTIFICATE WITHIN SIX MONTHS A person transferring a Border Collie shall, within six (6) months after the date of sale, take the necessary action to provide the new owner with a Canadian certificate of registration on which is recorded the change of ownership. In doing so, it is the responsibility of the person transferring the Border Collie to complete all the necessary forms and pay all prescribed fees as required by these By-laws ISSUANCE OF CERTIFICATES ON HARDSHIP BASIS When the Board of Directors is satisfied that a person has failed to comply with the requirements of these By-laws due to hardship, it shall have the authority, upon receipt of the required information and fees, to authorize the issuance of a certificate of registration, showing a duly recorded transfer of ownership to the new owner. This by-law grants no authority to the Board of Directors to authorize registration for an animal that does not meet the pedigree requirements of these by-laws. ARTICLE XVIII - PRIVATE BREEDING AND IDENTIFICATION RECORDS 18.1 FULL PARTICULARS The term "Full Particulars" as used in this Article XX shall include the following: Name of Border Collie, sex, registration number if registered, country of birth, name and address of breeder, tattoo markings (if and when tattoo marked), microchip transponder characters (if and when microchip implanted), name of sire (and registration number if registered), name of dam (and registration number if registered) and name and full address of the person from whom the Border Collie was purchased or otherwise acquired MAINTAINING RECORDS Every person who is engaged in the breeding, buying or selling of Border Collies, whether as principal or agent or assignee, shall keep and retain for at least seven (7) years a record which shall contain all of the following information. This record shall at all times be open to the inspection of officials of the Association and officials of the Ministry of Agriculture and Agri-Food for Canada: