Revised 1991; Amended 1998, 1999, 2000, 2004, 2012 ARTICLE I - NAME AND OBJECTS

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1 CONSTITUTION AND BYLAWS MILE-HI GOLDEN RETRIEVER CLUB, Inc. Revised 1991; Amended 1998, 1999, 2000, 2004, 2012 ARTICLE I - NAME AND OBJECTS Section 1. The name of the Club shall be the Mile-Hi Golden Retriever Club hereinafter called "the Club". The objects of the Club shall be: a. to recognize that the Golden Retriever is a gnu dog and to encourage and promote the breeding of purebred Golden Retrievers that possess the appearance, soundness, temperament, natural abilities and personality that is reflected in the standard of the breed and to do all possible to bring these qualities to perfection; b. to urge members and breeders to accept the standard of the breed as approved by the American Kennel Club as the only standard of excellence by which Golden Retrievers shall be judged; c. to do all in its power to protect and advance the interests of the breed by encouraging sportsmanlike competition at dog shows, obedience trials, hunting tests, and agility trials; d. to conduct sanctioned and licensed specialty shows, obedience trials, hunting tests, field trials, and agility trials under the rules of the American Kennel Club; and to conduct Working Certificate tests approved by the Golden Retriever Club of America; e. to encourage Club members and Golden Retriever owners in general to participate in sanctioned and licensed activities and to provide a source of information and support for all persons interested in the Golden Retriever breed. Section 3. Section 4. The Club shall not be conducted or operated for profit and no part of any profits or remainder or residue from dues or donations to the Club shall inure to the benefit of any member or individual. The members of the Club shall adopt and may from time to time revise such By laws as may be required to carry out these objects. The members of the Club may from time to time promulgate and approve Standing Operating Rules which shall facilitate conduct of Club business and operations. A Standing Operating Rule may be proposed by any Regular member at a general meeting and shall be approved by an affirmative vote of two thirds (2/3) of the members present and voting. Standing Operating Rules shall be consistent with and shall not conflict in any respect with the Club's Constitution and Bylaws or rules of the American Kennel Club.

2 ARTICLE II - MEMBERSHIP Section 1. Types of Membership. a. Regular. There shall be one type of membership open to all persons eighteen (18) years of age or older who are in good standing with the American Kennel Club and who subscribe to the objects of the Mile-Hi Golden Retriever Club. While membership is unrestricted as to residence, the Club's primary purpose is to be representative of the breeders and exhibitors in the immediate area. Each applicant for Regular membership shall have attended two Club sponsored functions, one of which must be a regular meeting where the applicant is introduced to the general membership. b. Associate. An applicant for Associate membership must be eighteen (18) years of age or older, must be in good standing with the American Kennel Club, and must have attended at least one regular Club meeting where the applicant is introduced to the general membership. Associate members must live outside the state of Colorado or, if Colorado residents, must live at least 250 miles from the Denver Metropolitan Area. Applicants may apply for membership as described in Article II, Section 3. Associate members are not allowed to vote on any Club issue nor for any candidate in any Club election nor is their presence at any Club meeting to be counted toward a quorum. Associate members are entitled to all other club benefits including, but not limited to, being eligible for Club trophies, participating in the Club s Breeder Referral Program and serving on Club committee and task forces. c. Life. Any past or present Regular member, having rendered outstanding service to the Club may be proposed, at any regular meeting of the Club by a Regular member of the Club, for election to Life membership. Any member so proposed shall have been an active member of the Club for at least fifteen (15) years. Election shall be by an affirmative two thirds (2/3) vote of the members present and voting. Such members shall be exempt from payment of dues and shall have the rights, privileges and duties of membership, including the rights to vote and hold office. d. Family. A Family membership shall be limited to two (2) adult (eighteen (18) years of age or older) members in a family/household, each to have voting privileges. Junior (seventeen (17) years of age or younger) members of the same family, residing in the same household, shall enjoy all the rights and privileges of the Club except the right to vote and hold office. The two (2) adult members shall be identified by name on the membership application form and the procedures for election to membership shall be the same as provided in Article II, Section 3. Dues. Dues for Regular, Associate and Family memberships shall be proposed by the Board of Directors and set by an affirmative, majority vote of the general membership at any regular meeting. No member whose dues are not paid for the current year may vote on any Club issue nor for any candidate in any Club election. Each year during the month of November, a notice shall be published by the Club Secretary in the Club's newsletter that dues and the amount of those dues are payable for the following year. Dues for both Regular and Associate memberships shall be identical to one another. Dues for a Family membership may be higher than those set for Regular and Associate memberships.

3 ARTICLE II (continued) Section 3. Section 4. Election to Membership. Each applicant for membership shall apply on a form, approved by the Board of Directors, which shall provide that the applicant agrees to abide by these Constitution and Bylaws and by the rules of the American Kennel Club. The application shall state the name and address of the applicant and an endorsement of one Club member. Accompanying the application, the applicant shall submit dues payment for the current year. All applications are to be filed with the Club's Vice President and each application shall be read at the first meeting of the Club following its receipt. At that Club meeting, the application shall be voted upon if the applicant's eligibility requirements have been met under Article II, Section I, paragraphs a. or b. An affirmative vote of three fourths (3/4) of the members present and voting at that meeting shall he required to elect the applicant to membership. A one-time initiation fee may be set by the Board of Directors and shall be required of all persons elected to membership. Applicants for membership who have been rejected by the Club may not re-apply within six (6) months after such rejection. Termination of Membership. Memberships may be terminated a. by resignation. Any member in good standing may resign from the Club upon written notice to the Secretary; but no member may resign when in debt to the Club. Dues obligations are considered a debt to the Club and they are incurred on the first day of each fiscal year (January I). b. by lapse. A membership will be considered as lapsed and automatically terminated if such member's dues remain unpaid for a period of ninety (90) days. A ninety (90) day extension of dues payment for such delinquent members may be granted by the Board of Directors in meritorious cases. In no case may a member, whose dues are unpaid, be entitled to vote on any Club issue nor for any candidate at any Club election nor be counted toward a quorum at any Club meeting until such dues have been paid in full. c. by expulsion. A membership may be terminated by expulsion as provided in Article VII of these Bylaws.

4 ARTICLE III - MEETINGS AND VOTING Section 1. Section 3. Section 4. Section 5. Section 6. Regular Club meetings. Meetings of the Club shall be held approximately every other month in or within fifty (50) miles of the city of Denver at such hour and place as may be designated by the Board of Directors. A schedule for regular meetings shall be published by the Club Secretary in the Club's newsletter and posted on the Club's website. The quorum for such meetings shall be ten (10) percent of the regular members in good standing. Special Club meetings. Special Club meetings may be called by the Club President or by a majority vote of the members of the Board of Directors who are present and voting at any regular or special meeting of the Board. Special Club meetings shall be called by the Club Secretary upon receipt of a petition signed by fifteen (15) percent of the Club members in good standing. Such meetings shall be held in or within fifty (50) miles of the city of Denver at such place, date and hour as may be designated by the person or persons authorized herein to call such meetings. Written notice or an electronic mail message and a posting to the Club Group List currently being used of each such meeting, date, time and location shall be sent to all members in good standing by the Club Secretary at least five (5) days prior to the date of the meeting. The quorum for the meeting shall be fifteen (15) percent of the members in good standing. Board meetings. Meetings of the Board of Directors shall be held in or within seventy-five (75) miles of the city of Denver prior to a regular Club meeting or other frequency as determined by the Board. Notice of a Board meeting shall be made by the Club Secretary as described in Article III, Section I. The quorum for the meeting shall be a majority of the Board. Special Board meetings. Special meetings of the Board of Directors may be called by the Club President or shall be called by the Club Secretary upon receipt of a written request signed by at least three (3) members of the Board. Such special meetings shall be held in or within seventy-five (75) miles of the city of Denver at such place, date and hour as may be designated by the person authorized herein to call such meetings. Notice of a special Board meeting shall be sent by the Club Secretary as described in Article III, Any such notice shall state the purpose of the meeting and no other Club business shall be transacted. The quorum for the meeting shall be a majority of the Board. Voting. Each regular member in good standing whose dues are paid for the current year shall be entitled to one (I) vote at any meeting of the Club at which that member is present. Proxy voting shall not be permitted at any Club meeting or election. Voting consists of one (I) vote for a regular member and two (2) votes for a family membership when both members are present and voting. Attendance at meetings. Each meeting between or among Board members, except an Executive Session, and/or between or among regular members at which official Club business is transacted shall be open to attendance by any member in good standing. The Club Secretary shall all members in good standing, by written notice or electronic mail, of any change in the date, time or place of any regular club meeting, special club meeting, regular board meeting or special board meeting previously scheduled or announced.

5 ARTICLE IV - OFFICERS AND DIRECTORS Section I. Board of Directors. The Board shall be comprised of the President, Vice President, Secretary, Treasurer and four (4) Committee Chairpersons (Agility, Conformation, Field and Obedience). The officers of the Board and the four (4) Committee Chairpersons shall all be members in good standing and shall be elected for one (I) year terms at the Club's annual meeting as provided in Article V. Board members shall serve until their successors are elected. General management of the Club's affairs shall be entrusted to the Board of Directors. The inundate past President shall serve on the Board of Directors in an advisory capacity. Only one (I) member of any Family membership may serve on the Board at any one time. Officers. The Club's officers consisting of the President, Vice President, Secretary and Treasurer shall serve in their respectivecapacities both with regard to the Club and its meetings and the Board and its meetings. a. The President shall preside at all meetings of the Club and of the Board and shall have the duties and powers normally entrusted to the office of President in addition to any particularly specified in these Bylaws. b. The Vice President shall have the duties and exercise the powers of the President in case of the President's death, absence or incapacity. The Vice President shall also serve as Membership Chairperson. c. The Secretary shall keep a record of all meetings of the Club and of the Board and of all matters of which a record shall be ordered by the Club. The Secretary shall have charge of the correspondence, notify members of meetings, keep a roster of Club members with their addresses and carry out such other duties as are prescribed in these Bylaws. d. The Treasurer shall collect and receive all moneys due or belonging to the Club. The Treasurer shall deposit Club moneys into a bank designated by the Board in the name of the Club. The books within which Club financial accounts are kept shall at all times be open to inspection by the Board. The Treasurer shall report to the Board at every meeting the condition of the Club's finances, accounts payable, accounts receivable and all receipts and payments not previously reported. At the annual meeting the Treasurer shall render an account of all moneys received and expended during the previous fiscal year. The Treasurer shall be bonded in such amount as the Board of Directors shall determine. The financial account books may be audited by an independent accounting firm selected by the Board before a new Treasurer takes office or at least every five (5) years. e. The offices of Secretary and Treasurer may be held by the same person in which case the Board shall be comprised of three (3) Officers and four (4) Committee Chairpersons. Section 3. Section 4. Vacancies. Any vacancy occurring on the Board or among the offices during the year shall be for the un-expired term of office by a majority vote of all the then members of the Board at its first meeting following the creation of such a vacancy or at a special Board meeting called for that purpose. Length of service. No Club member may serve as an officer and/or Director for more than three (3) consecutive years.

6 ARTICLE V THE CLUB YEAR, ANNUAL MEETING AND ELECTIONS Section I. Section 3. Club Year. The Club's fiscal year shall begin on the day of January and end on the 31st day of December. The Club's official year shall begin immediately at the conclusion of the election at the annual meeting. Annual Meeting. The annual meeting shall be held in the month of November at which Officers and Directors for the ensuing year shall be elected by written ballot from among those nominated in accordance with Article V, Section 4. Newly elected Officers and Directors shall take office immediately upon conclusion of the election and each retiring Officer shall turn over to their successor in the office all properties and records relating to that office within thirty (30) days after the election. Nominations. No person may be a candidate in a Club election who has not been nominated. Following the May general club meeting, the Board shall select a Nominating Committee consisting of three (3) members and two (2) alternates, not more than one (I) of whom shall be a member of the Board. Only one (I) member of any Family membership may be appointed to the Nominating Committee per year. Members of the Nominating Committee must have been Club members in good standing for at least one (I) year. The Club Secretary shall immediately notify the Committee of their selection. The Board shall name a Chairperson for the Committee and it shall be the Chairperson's duty to call a Committee meeting which shall be held in sufficient time to meet the time frame required in subparagraphs a and b below. a. The Nominating Committee shall nominate one (I) candidate for each office and four (4) candidates for the remaining positions on the Board and, after securing the consent of each person so nominated, shall immediately submit a written report of their nominations to the Club Secretary. Nominations made by the Nominating Committee shall not be subject to or conditional upon approval by the Board. b. Upon receipt of the Nominating Committee's report the Club Secretary shall notify each Club member by having the slate of candidates published in the Club's September/October newsletter. c. Additional nominations may be made at the Club's general meeting in September by any member in attendance provided that the person so nominated does not decline when their name is proposed and provided further that if the proposed candidate is not in attendance at this meeting the member nominating the candidate shall present to the Secretary a written statement from the proposed candidate attesting to their willingness to be a candidate. No person may be a candidate for more than one (I) position and the additional nominations which are provided for herein may be made only from among those members who have not accepted a nomination of the Nominating Committee. d. Nominations shall not be made in any manner other than as provided in this Article V, Section 3. Section 4. Elections. The nominated candidate receiving the greatest number of votes for each office shall be declared elected. The four (4) nominated candidates for other positions on the Board of Directors who receive the greatest number of votes for such positions shall be declared elected.

7 ARTICLE VI - COMMITTEES Section 1. The Board of Directors may each year appoint standing committees to advance the work of the Club in such matters as specialty shows, obedience trials, field trials, hunting tests, agility trials, trophies, annual prizes, membership and other fields which may be well served by committees. Special committees may also be appointed by the Board to aid it on particular projects. Any committee appointment may be terminated by a majority vote of the full membership of the Board of Directors upon written notice to the appointee. The Board may appoint successors to those persons whose services have been terminated.

8 ARTICLE VII - DISCIPLINE Section 1. Section 3. American Kennel Club suspension. Any member who is suspended from the privileges of the American Kennel Club shall be automatically suspended from the privileges of the Mile-Hi Golden Retriever Club for a like period. The Board will suspend a member under this circumstance only after receiving verifying documentation from the American Kennel Club. Golden Retriever Club of America suspension or expulsion. Any member who is suspended or expelled from the Golden Retriever Club of America shall be automatically subject to a hearing of the Board and the attendant process as described in Article VII, Sections 3, 4 and 5. Charges of misconduct. a. Any member(s) may prefer charges against another member(s) for alleged misconduct prejudicial to the best interests of the Club or the Golden Retriever breed. A member alleging misconduct shall be known in this Article as the "complainant". A member who is accused of misconduct shall be known in this Article as the "defendant". b. Written charges, in duplicate, containing specifications as to the nature and circumstances of the alleged misconduct along with a ten dollar ($10.00) deposit must be filed with the Club Secretary by the complainant. Said deposit shall be forfeited to the Club should the allegation(s) be not sustained by the Board following a hearing on the matter or if the Board elects to not hold a hearing pursuant to Article VII, Section 3, paragraph d. Said deposit shall be returned to the complainant should the allegation(s) be sustained by the Board following a hearing on the matter. c. The Club Secretary shall promptly send a copy of the charges to each member of the Board of Directors or present them at the next held Board meeting. The Board shall first consider whether the alleged action, if proven, might constitute misconduct prejudicial to the best interests of the Club or the Golden Retriever breed. d. If the Board finds the alleged action, whether subsequently proven or not, does not constitute misconduct prejudicial to the best interests of the Club or the Golden Retriever breed, it may refuse to conduct a hearing on the matter. If the Board finds the alleged action, whether subsequently proven or not, does constitute misconduct prejudicial to the best interests of the Club or the Golden Retriever breed, the Board shall conduct a hearing on the matter. e. If the Board determines that a hearing on the matter is necessary, the Board shall fix a date for the hearing of not less than three (3) weeks nor more than six (6) weeks from the date of the determination. The Club Secretary shall promptly send to the defendant, by registered US mail, a copy of the allegation(s), a notice of the date, time and place where the hearing on the matter is to be held, an advisement that the defendant may appear at the hearing to offer a defense to the allegation(s), and a notice that the defendant may bring witnesses who shall be allowed to testify at the hearing.

9 ARTICLE VII (continued) Section 4. Board hearing. a. The Board of Directors shall have complete authority to decide whether counsel may attend the hearing and both the complainant and the defendant shall be treated uniformly in this regard. Should the charges be sustained, after hearing all the evidence and testimony presented by the complainant and the defendant, the Board may, by a majority vote of those present, reprimand or suspend the defendant from all privileges of the Club. If the Board suspends the defendant the suspension will be for a period of not more than six (6) months from the date of the hearing. If the Board deems that suspension is insufficient punishment, the Board may also recommend to the membership that the penalty be expulsion. b. Immediately after the Board has reached a decision the Board's findings shall be put in written form and filed with the Club Secretary. The Club Secretary shall then notify the complainant and the defendant of the Board's decision and penalty, if any. Section 5. 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 Article VII, Section 4. Consideration by the general membership of the Board's recommendation of expulsion may only 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. b. The defendant shall have the right to appear in his/her own behalf at the meeting where the recommendation of expulsion is considered. The Club President shall read the charges and the Board's findings and recommendations. The defendant shall have the right to speak to the membership regarding the matter; but no new evidence will be presented, considered or accepted. c. The membership shall then vote by secret, written ballot on the recommended expulsion. A two-thirds (2/3) vote of those present and voting shall be required to uphold the recommendation of expulsion. If expulsion is not so voted, the Board's suspension of the defendant shall remain in effect.

10 ARTICLE VIII - AMENDMENTS Section 1. Amendments to the Constitution and Bylaws may be proposed by the Board of Directors or by written petition addressed to the Club Secretary and signed by twenty (20) percent of the membership in good standing. Amendments proposed by such petition shall be promptly considered by the Board of Directors and must be submitted to the membership with a recommendation of the Board within three (3) months of the date when the petition was received by the Club Secretary. The Club Secretary shall be responsible for submitting notice of the petition proposal to the membership. The Constitution and Bylaws may be amended by a two-thirds (2/3) vote of the members present and voting at a regular or special meeting called for that purpose, provided the proposed amendment(s) have been included in the notice of the meeting and sent to each member at least two (2) weeks prior to the date of the meeting.

11 ARTICLE DISSOLUTION The Club may be dissolved at any time by the written consent of not less than two thirds (2/3) of the members. In the event of the dissolution of the Club whether voluntarily, involuntarily or by operation of the bylaws none of the property of the Club shall be distributed to any members of the Club. After payment of the debts of the Club its property and assets shall be donated to a charitable organization(s). Selection of the recipient organization(s) shall be made by the Board. Any recipient organization(s) so chosen by the Board shall have as its objective the health and welfare of the Golden Retriever breed.

12 ARTICLE X - PARLIAMENTARY Authority The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the Club in all cases to which they are applicable and in which they are consistent with these Bylaws and any Standing Operating Rules the Club may adopt