BY LAWS for TARHEEL BEAGLE CLUB Cleveland, NC Adopted June 28, 1995 Amended August 2014

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1 BY LAWS for TARHEEL BEAGLE CLUB Cleveland, NC Adopted June 28, 1995 Amended August 2014 CONTENTS Article 1. Goals of the Club Article 2. Membership Section1. Membership in General Section 2. Corporate Memberships Section 3. Club Memberships Article 3. Eligibility and Participation of Members Section 1. Election to Membership Section 2. Suspension from Membership Article 4. Meeting of Members Section 1. Annual Meeting Section 2. Club Meetings Section 3. Voting at Club Meetings Section 4. Order of Business at Club Meetings Section 5. Special Corporate Meetings Section 6. Voting at Special Club Meetings Section 7. Quorum Section 8. Proxies Article 5. Directors Section 1. General Powers Section 2. Number, Term and Qualifications Section 3. Nomination of Directors Section 4. Election of Directors Section 5. Removal of Directors Section 6. Resignation by Board Member Section 7. Vacancies Section 8. Compensation Article 6. Meetings and Duties of Directors Section 1. Regular Meeting Section 2. Order of Business Section 3. Special Meetings Section 4. Notice of Meetings Section 5. Quorum Section 6. Manner of Acting Section 7. Action by Resolution Article 7. Officers Section 1. Number Section 2. Election and Terms Section 3. President Section 4. Vice-President Section 5. Secretary Section 6. Treasury Section 7. Field Trial Secretary Article 8. Committees Section 1. Standing Committees Section 2. Termination Article 9. Discipline Section 1. Bringing of Charges Section 2. Board Hearing Section 3. Expulsion Article 10. General Problems Section 1. Seal Section 2. Wavier of Notice Section 3. Amendments to By-laws Article 11. Contracts, Loans, and Deposits Section 1. Contracts Section 2. Contracts with Officers Section 3. Loans Section 4. Checks and Drafts Article 12. Corporate Dissolution TARHEEL BEAGLE CLUB, INC. BY-LAWS 1

2 Section 1. Vote for Dissolution Article 1. Goals of the Club Section 2. Distribution of Corporate Awards a. The name of the corporation shall be the Tarheel Beagle Club, Inc. b. The purposes of the Tarheel Beagle Club Inc. shall be: 1) To encourage and promote the breeding of pure-bred Beagles, and take all possible actions to bring their natural qualities to perfection; 2) To urge members and breeds to accept the standard of the breed as approved by the American Kennel Club as the only standard of excellence by which Beagles shall be judges; 3) To protect and advance the interest of the breed by encouraging sportsman-like competition at dog shows, obedience trials and field trials under the rules of The American Kennel Club. c. The Tarheel Beagle Club, Inc. shall be a non-profit corporation and no part of any profit or remainder or residue from dues or donation to the club shall inure to the benefit of any member or individual. Article 2. Membership Section 1. Membership in General a. Each membership is a family membership. All spouses and minors in a family may participate in club activities. b. Any member who resigns before the end of the fiscal year shall forfeit any dues, and any member who resigns shall forfeit any loans made to Tarheel Beagle Club, Inc., for which he or she did not receive a promissory note. c. A membership shall be considered lapsed ad shall automatically terminate if the dues of the member remain unpaid sixty (60) days after the first day of July provided, however, that the board of directors may grant an additional sixty (60) days grace period to delinquent members in meritorious cases. d. A membership may be terminated and the member expelled from the club as provided by Article 10 below. e. The fiscal year for the corporation shall begin on the first day of July and end on the 30 th day of June each year. TARHEEL BEAGLE CLUB, INC. BY-LAWS 2

3 Section 2. Corporate Memberships a. A Corporate member is any Club member who expresses his or her desire to support the corporation by contributing time, leadership, and money to the corporation. The dues for Corporate shall be payable on the first day of July each year. b. Corporate memberships are family memberships. Each Corporate member and his/her spouse can each vote on any and all club and corporation business. c. Corporate members may participate in any and all activities of the club. d. All officers and members of the board of directors of the corporation must be corporate members. Each Corporate member and their spouse are eligible to serve on the board of directors. e. The dues for corporate membership shall be changed by a majority vote of the corporate membership at any regular scheduled membership meeting. Any increase or decrease must go into effect the first day of the following fiscal year. f. The dues for Junior Corporate Members not more than 25 years of age shall be $100 per year. All other corporate members shall pay $200 per year. The dues for a corporate member who joins after the end of a fiscal quarter shall be reduced 25% for each lapsed quarter. Section 3. Club Memberships a. A Club member is a person duly elected to membership who wishes to participate in club activities. b. Club Members may vote on and participate in the business of the club concerning the planning of field trials, may vote on the induction of new members, and may participate in all activities of the club. (amended 1996) c. The dues for Club membership shall be set each year at the Annual Meeting of the Corporation by majority vote of the corporate membership. d. The dues for new Club members who join after the end of a quarter shall be reduced $5.00 for each lapsed quarter. TARHEEL BEAGLE CLUB, INC. BY-LAWS 3

4 e. A Club member can become a Corporate member at any time during the fiscal year by paying such sum in due that will make the total paid for the year equal to the amount of the Corporate membership dues for the year. Article 3. Eligibility and Participation of Members Section 1. Election to Membership a. Club membership is open to any person over the age of eighteen years who is in good standing with The American Kennel Club and who subscribes to the purposes of the corporation. While Club membership is to be unrestricted as to residence, the corporation s primary purpose is to serve those breeders and exhibitors in the area. b. To become a Club member, an applicant shall apply on a form provided by the board of directors wherein the applicant agrees to abide by the by-laws of the corporation and the rules of the American Kennel Club. The application shall state name (amended 1996), address, and occupation of the applicant and it shall contain the endorsement of the two members. c. Applications for new members should be accompanied by payment for dues. d. All applications are to be filed with the secretary of the corporation. At the next regular club meeting, the secretary shall submit the application for the vote of all members present. e. An application is accepted by three-fourths (3/4) vote of the members present or by a majority vote from any membership committee appointed by the board of directors. Section 2. Members use of Club Grounds and Facilities a. Only Corporate & Junior Corporate members are eligible for use of club grounds and facilities. b. Rules pertaining to use of facilities for private functions, time allowed for use of running grounds, closing of running grounds and other limitations such as number of hounds allowed during running time, etc. shall be the duty of the duly appointed grounds committee. c. Upon membership acceptance, new corporate members are immediately eligible to enjoy grounds and facility privileges. All eligible corporate members must complete eight (8) workdays per year of which four (4) must be at field trial events. Any member TARHEEL BEAGLE CLUB, INC. BY-LAWS 4

5 who fails to complete at least two (2) workdays per quarter will lose privileges for the following quarter and must complete all workdays before reinstatement. d. The secretary will be responsible for maintaining a list to be posted at the club of all members with grounds and facility privileges and keeping records of qualifying workdays. Also the secretary will report to the President, any member who fails to qualify. No dues will be refunded to any member who loses privileges. Section 3. Suspension from Membership Any member who is suspended from the privileges of the American kennel Club shall simultaneously and automatically be suspended from the Tarheel Beagle Club, Inc., or as provided in Article 10 below. Article 4. Meetings of Members Section 1. Annual Meeting The Annual Meeting of the corporation shall be held on the third Sunday in June, at a time and place to be announced to all members at least two weeks in advance by the secretary of the corporation, for the purpose of electing members to the Board of Directors and the conducting of other business of the corporation and the club. Section 2. Club Meetings Meetings of the members may be scheduled periodically for conducting the business of the club. All members may attend and vote. Section 3. Voting at Club Meetings a. Both Corporate and Club members who are entitled to vote on club business. b. The vote of a majority of the members voting on any club matter at any meeting shall be the act of the club on that matter, unless the vote of a greater number is required by law, by the charter, or by the by-laws of the Corporation. Section 4. Order of Business at Club Meetings At the meeting of the club, the order of business, so far as the character and nature of the meeting may permit, shall be as follows: TARHEEL BEAGLE CLUB, INC. BY-LAWS 5

6 1. Roll Call 2. Minutes of the last club meeting 3. Report of the President 4. Report of the Treasurer 5. Report of the Committees 6. Election of new members 7. Unfinished Business 8. New Business 9. Adjournment Section 5. Special Corporate Meetings a. Special meetings of the Corporate members may be called to conduct particular corporate business, such as to vote on changes in the by-laws, vote on issues affecting corporate assets, and so forth. Corporate members shall be given thirty days notice of the time, place, and purpose of such special meetings. b. The President or any three members of the Board of Directors may call a special meeting. Section 6. Voting at Special Meetings a. Only those Corporate members who are eligible under Section 2 of Article 2 and their spouses shall be entitled to vote on corporation business at the Annual Meeting or at any special meeting called for the purpose of conducting corporation business. b. The vote of the majority of the Corporate members voting on any corporate matter at any meeting shall be the act of the corporation on that matter, unless the vote of a greater number is required by law, by the charter, or by the by-laws of this Corporation. c. Voting on corporate business shall be by show of hands, except that officers and members of the board of directors shall be elected by secret ballot. Section 7. Quorum A quorum at club and corporate meetings shall be number of members present at any given meeting. Section 8. Proxies Voting shall be in person only. Voting by proxy is expressly prohibited. TARHEEL BEAGLE CLUB, INC. BY-LAWS 6

7 Article 5. Directors Section 1 General Powers The business and affairs of the Corporation shall be managed by the Board of Directors. Section 2. Number, Term, and Qualifications a. The Corporation shall have eleven (11) Directors who are Corporate members of the Corporation, including the President, Vice-President, Secretary, Treasurer, Field Trial Secretary, and six (6) At-Large Directors. b. The number of Directors may be increased or decreased from time-to-time by majority vote of the Corporate members at any meeting of members, but no decrease shall have the effect of shortening the term of an incumbent Director (unless the members remove that Director). c. Each Director shall hold office until their death, resignation, retirement, removal, disqualification, or their successor is elected and qualified. d. At no time shall there be less than nine (9) Directors. Section 3. Nomination of Directors a. In order to serve as an officer or director of the corporation, a person must be a Corporate member and must be nominated. b. The Board of Directors shall select a nominating committee consisting of three (3) members for the purpose of nominating officers and members of the Board of Directors for the forthcoming year. c. At the Annual Meeting, any member may make additional nominations from the floor, provided that the person so nominated is present and does not decline to accept the nomination. If the person to be nominated is not present, the nominator may present to the Secretary a written statement from the proposed candidate signifying their willingness to be a candidate. No person may be a candidate for more than one position, and the additional nominations which are provided for herein may be made only from among those members who have not accepted a nomination from the nominating committee. TARHEEL BEAGLE CLUB, INC. BY-LAWS 7

8 Section 4. Election of Directors a. Before the Annual Meeting, the Secretary shall notify the members of the names of those nominated to be officers and board members of the corporation. b. The Corporate members shall elect at the Annual Meeting each year a President, Vice President, Secretary, Treasurer, Field Trial Secretary, and six at large board members, who altogether shall comprise the Board of Directors. c. Each Board member shall serve for one year, but the members can re-elect any Board member for as many terms as the person is willing to serve. Section 5. Removal of Directors a. Directors may be removed from office with or without cause by a vote of as many members as it would take to elect a Director at a meeting. b. If any Directors are so removed, new Directors may be elected at the same meeting. Section 6. Resignation by Board Member a. A Board member may resign at any time for any reason. b. If a Board member resigns, that Board member is ineligible to serve on the Board for two years. Section 7. Vacancies a. A vacancy occurring in the Board of Directors may be filled by a majority of the remaining Board members. b. A vacancy created by an increase in the authorized number of Directors shall be filled only by election at an Annual Meeting or at a meeting of Corporate members called for that purpose. Section 8. Compensation The Board of Directors may not compensate Board Members for their services as such, but the Board may provide for the payment of all expenses incurred by Directors in carrying out their responsibilities as members of the Board. TARHEEL BEAGLE CLUB, INC. BY-LAWS 8

9 Article 6. Meetings and Duties of Directors Section 1. Regular Meetings The newly elected Board of Directors shall meet on the second (amended from third) Saturday (amended from Sunday) in June following the Annual Meeting. Section 2. Order of Business At regular meetings of the Board, the order of business, unless otherqise directed by a majority of those present shall be as follows: 1. Reading of the Minutes 2. Report of the Secretary 3. Report of the Treasurer 4. Report of the Committees 5. Unfinished Business 6. New Business 7. Adjournment Section 3. Special Meetings Special meetings of the Board of Directors may be called by or at the request of the President or any three members of the Board. Thirty (30) days notice must be given to all board members for any special meeting called for the purpose of making amendments to the by-laws. Section 4. Notice of Meetings Regular meetings of the Board of Directors may be scheduled without notice. Attendance by a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objection to the transaction of any business because the meeting is not lawfully called. Section 5. Quorum A majority of the Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. TARHEEL BEAGLE CLUB, INC. BY-LAWS 9

10 Section 6. Manner of Acting a. The vote of two-thirds (2/3) of the board members then holding office shall be required to adopt, amend, or repeal a by-law, to amend the articles of incorporation or to dissolve the corporation. b. The vote of two-thirds (2/3) of the board members then holding office shall be required to mortgage, encumber, transfer, lease, sell, buy, donate, or take in other action involving real property owned by the corporation. c. Except as otherwise provided in this section, the act of the majority of the Directors present at a meeting shall be the act of the Board of Directors. Section 7. Action by Resolution Action taken by a majority of the Directors without a meeting is nevertheless Board action if written consent to the action in question is signed by all Directors and filed with the minutes of the proceedings of the Board, whether done before or after the action so taken. Article 7. Officers Section 1. Number The officers of the Corporation shall consist of a President, Vice-President, Secretary, Treasurer, and Field Trial Secretary and any such other officer as the members may from time to time elect. Section 2. Election and Term The officers of the Corporation shall be elected by the Corporate members at the annual meeting, and each officer shall hold office until his death, resignation, retirement, removal, disqualification, or his successor is elected and qualifies. The Board of Directors may appoint as necessary assistants to the officers who may be Club members. Section 3. President The President shall be the principal executive officer of the Corporation and, subject to the control of the Board of Directors, shall supervise and control the management of the Corporation in accordance with these by-laws. The President shall, when present preside at all meetings of members; sign with the verification of the Secretary any deeds, TARHEEL BEAGLE CLUB, INC. BY-LAWS 10

11 mortgages, bonds, contracts, or other instruments which may be lawfully executed on behalf of the Corporation; and in general, shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. Section 4. Vice-President(s) The Vice-President(s) in the order of their election, unless otherwise determined by the Board of Directors, shall in the absence or disability of the President, perform the duties and exercise the powers of that office. In addition, they shall perform such other duties and have such other powers as the Board of Directors shall prescribe. Section 5. Secretary The Secretary shall keep accurate records of the acts and proceedings of the Annual Meeting of the Corporation, of the meetings of the Board of Directors, and of the meeting of the Club; give all notices required by law and by these bylaws; have general charge of the corporate books and records and of the corporate seal; affix the corporate seal to any lawfully executed instrument requiring it; sign such instruments as may require his/her signature; and in general perform all duties incident to the office of Secretary and such other duties as may be assigned him from time to time by the President or by the Board or Directors. Section 6. Treasurer The Treasurer shall have custody of all funds and securities belonging to the Corporation and shall receive, deposit or disburse the same under the direction of the Board of Directors; keep full and accurate accounts of the finances of the Corporation in books especially provided for that purpose; and cause a true statement of its assets and liabilities as of the close of each fiscal year and of the results of its operations and of changes in surplus for such fiscal year, all in reasonable detail, including particulars as to convertible securities then outstanding, to be made and filed at the registered or principal office of the Corporation within four (4) months after the end of such fiscal year. The statement so filed shall be kept available for inspection by any member for a period of ten years; and the Treasurer shall mail or otherwise deliver a copy of the latest such statement to any member upon their written request therefor. The Treasurer shall, in general, perform all duties incident to the office and such other duties as may be assigned to them from time to time by the President or by the Board of Directors. TARHEEL BEAGLE CLUB, INC. BY-LAWS 11

12 Section 7. Field Trial Secretary The Field Trial Secretary shall be responsible for compliance with Beagle field trial rules and procedures as required by the American Kennel Club and the United Beagle Gundog Federation. The Field Trial Secretary is responsible for the correspondence with AKC and UBGF; keeping records of and taking registrations for all field trial events and for collecting all money for entry fees at field trial events. Article 8. Committees Section 1. Standing Committees The Board each year may appoint Club and Corporate members to standing committees to advance the work of the Club in such matters as specialty shows, obedience trials, field trial trophies, annual prizes, memberships, and other field which may well be served by committees. Such committees shall always be subject to the final authority of the board. Special committees may be appointed by the board to aid the board in particular projects. Section 2. Termination Any committee appointment may be terminated by a majority vote of the full membership of the board upon written notice to the appointee; and the board may appoint successors to those persons whose services have been terminated. Article 9. Discipline Section 1. Bringing of Charges a. Any member may prefer charges against a member for alleged misconduct prejudicial to the best interest of the club or the breed. Written charges with specifications must be filed in duplicate with the Secretary along with a deposit of $10.00 which shall be forfeited if such charges are not sustained by the board following the hearing. b. The Secretary shall promptly send a copy of the charges to each member of the board or present them at a board meeting, and the board shall first consider whether the actions alleged in the charges, if proven, might constitute conduct prejudicial to the best interest of the club or the breed. TARHEEL BEAGLE CLUB, INC. BY-LAWS 12

13 c. If the board considers that the charges do not allege conduct which would be prejudicial to the best interest of the club or the breed it may refuse to entertain jurisdiction. If the board entertains jurisdiction of the charges it shall fix a date of a hearing by the board not less than three (3) weeks nor more than six (6) weeks thereafter. d. The Secretary shall promptly send one copy of the charges to the accused member by registered mail together with a notice of the hearing and an assurance that the defendant may personally appear in their own defense and bring witnesses if they choose. Section 2. Board Hearings a. The board shall have complete authority to decide whether counsel may attend the hearing, but once the board decided, both complainant and defendant shall be treated in the same manner. b. Should the charges be sustained, the board may suspend the defendant from all privileges of the club for not more than six months from the date of the hearing by a majority vote of those board members present. If it deems punishment insufficient, it may also recommend to the club membership that the penalty be expulsion. In such case, the defendant shall have the right to appear before his fellow members at an ensuing club meeting which considers the board s recommendation and present his defense. c. Immediately after the board has reached a decision, its findings shall be put in written form and filed with the Secretary. The Secretary, in turn shall notify each of the parties of the decision of the board. Section 3. Expulsion a. Expulsion of a member from the club may be accomplished only at a meeting of the club following a board hearing and upon the board s recommendation as provided in Section 2 of this Article. b. Such proceedings may occur at a regular or special meeting of the club to be held within sixty (60) days, but not earlier than thirty (30) days after the date of the board s recommendation of expulsion. c. The defendant shall have the privilege of appearing in their own behalf, though no evidence shall be taken at this meeting. The President shall read the charges of the Board s finding and recommendation and shall invite the defendant to speak. TARHEEL BEAGLE CLUB, INC. BY-LAWS 13

14 d. The Club members shall then vote by secret written ballot on the proposed expulsion. A two-thirds (2/3) vote of those present and voting at the meeting shall be necessary for expulsion. If the vote for expulsion fails, the suspension rendered by the board shall stand. Article 10. General Provisions Section 1. Seal The corporate seal of the Corporation shall consist of two concentric circles between which is the name of the Corporation and in the center of which is inscribed, Non-profit; North Carolina as impressed on the margin hereof and is hereby adopted as the corporate seal of the Corporation. The seal shall be maintained at a place designated by the Board of Directors. Section 2. Wavier of Notice Whenever any notice is required to be given to any member or Director under the provisions of the North Carolina Business Corporation Act, or under the provisions of the charter ir bylaws of the Corporation, a wavier thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice. Section 3. Amendments to By-Laws a. As provided by Article 5, Section 5, amendments to the by-laws may be proposed by the Board of Directors and passed by a vote of two-thirds (2/3) of the board members then holding office. b. Amendments can also be proposed by written petition addressed to the Secretary and signed by twenty percent (20%) of the Corporate membership in good standing. Amendments proposed by such petition shall be promptly considered by the Board of Directors. After consideration of the proposed amendments, the Board shall make recommendations. The Secretary shall submit the proposed amendments together with Board recommendations to the members for a vote at a specially called meeting within three (3) months of the date when the petition was received by the Secretary. c. Amendments to the By-laws require a vote of two-thirds (2/3) of the Corporate membership. TARHEEL BEAGLE CLUB, INC. BY-LAWS 14

15 d. Amendments to the By-laws voted ad passed by the Corporate membership cannot be subsequently changed by the Board. Article 11. Contracts, Loans, and Deposits Section 1. Contracts The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contracts or execute and deliver any instrument on behalf of the Corporation, except contracts with the officers of the Corporation, and such authority may be general or confined to specific instances. Section 2. Contracts with Officers Contracts between the Corporation and its President, Vice-President, Secretary, treasurer shall be in writing, signed by the officer and executed on behalf of the Corporation by its Board of Directors or the executive committee of that board. Any purported contract between any of the named officers of the Corporation and the Corporation, not in this form shall be void even though the parties act in accord with its terms for a period of time or from time to time. Section 3. Loans No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. Section 4. Checks and Drafts a. All checks, drafts or other orders for the payment of money issued from the general operating fund of the Corporation shall be signed by the Treasurer. b. The Board of Directors may authorize the creation of an account or accounts for special purposes and may enact rules governing any such accounts. TARHEEL BEAGLE CLUB, INC. BY-LAWS 15

16 Article 12. Corporate Dissolution Section 1. Vote for Dissolution Pursuant to Article 6, Section 5, the Corporation may be resolved at any time by the written consent of two-thirds (2/3) of the Board of Directors then holding office. Section 2. Distribution of Corporate Assets a. If the Corporation is dissolved, whether voluntarily or involuntarily or by operation of law, none of the property of the Corporation nor any of the proceedings thereof nor any of the assets of the Corporation shall be distributed to any members of the Club or Corporation. b. After payment of the debts of the Corporation, its property and assets shall be given to a charitable organization, selected by the Board of Directors, whose goal is to benefit dogs. * * * * * * * * * * * * * * * * * * * * * * * * * * These pages contain the By-Laws adopted by the Directors of TARHEEL BEAGLE CLUB, INC., on the 28 th day of June, Secretary TARHEEL BEAGLE CLUB, INC. BY-LAWS 16