BYLAWS OF
AUSTRALIAN CATTLE DOG HEALTH, EDUCATION AND WELFARE, INC.
A California Nonprofit Public Benefit Corporation
Name
The name of this corporation is Australian Cattle Dog Health, Education
and Welfare, Inc.
Principal Office of the Corporation
The principal office for the transaction of the activities and affairs of
this corporation is located in Los Angeles County, California. The board
of directors may change the location of the principal office. Any such change
of location must be noted by the secretary on these bylaws opposite this
Section; alternatively, this Section may be amended to state the new location.
Other Offices of the Corporation
The board may at any time establish branch or subordinate offices at any
place or places where this corporation is qualified to conduct its activities.
General and Specific Purposes
The general and specific purpose of this corporation is to provide education
and charitable assistance to the general public on the health and welfare
of pure bred Australian Cattle Dogs.
Construction and
Definitions
Unless the context requires otherwise, the general provisions, rules of
construction, and definitions in the California Nonprofit Corporation Law
shall govern the construction of these bylaws. Without limiting the generality
of the preceding sentence, the masculine gender includes the feminine and
neuter, the singular includes the plural, the plural includes the singular,
and the term "person" includes both a legal entity and a natural person.
Dedication of Assets
This corporation's assets are irrevocably dedicated to charitable purposes.
No part of the net earnings, properties, or assets of the corporation, on
dissolution or otherwise, shall inure to the benefit of any private person
or individual, or to any director or officer of the corporation. On liquidation
or dissolution, all properties and assets remaining after payment, or provision
for payment, of all debts and liabilities of the corporation shall be distributed
to a nonprofit fund, foundation, or corporation that is organized and operated
exclusively for charitable purposes and that has established its exempt
status under Internal Revenue Code section 501 (c) (3).
Corporations Without Members
This corporation shall have no voting members within the meaning of the
Nonprofit Corporation Law. The corporation's board of directors may, in
its discretion, admit individuals to one or more classes of nonvoting members;
the class or classes shall have such rights and obligations as the board
finds appropriate.
General Powers
Subject to the provisions and limitations of the California Nonprofit Public
Benefit Corporation Law and any other applicable laws, and subject to any
limitations of the articles of incorporation or bylaws, the corporation's
activities and affairs shall be managed, and all corporate powers shall
be exercised, by or under the direction of the board.
Specific Powers
Without prejudice to the general powers set forth in the previous section
of these bylaws, but subject to the same limitations, the board shall have
the power to:
1. Appoint and remove, at the pleasure of the board, all corporate officers,
agents, and employees; prescribe powers and duties for them as are consistent
with the law, the articles of incorporation, and these bylaws; fix their
compensation, if any; and require from them security for faithful service.
2. Change the principal office or the principal business office in California
from one location to another; cause the corporation to be qualified to conduct
its activities in any other state, territory, dependency, or country; and
conduct its activities in or outside California.
3. Borrow money and incur indebtedness on the corporation's behalf and cause
to be executed and delivered for the corporation's purposes, in the corporate
name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges,
hypothecations, and other evidences of debt and securities.
4. Adopt and use a corporate seal and alter the forms of the seal.
Number of and Qualifications for Directors
The board of directors shall consist of at least three but no more than
seven directors unless changed by amendment to these bylaws. The exact number
of directors shall be fixed, within those limits, by a resolution adopted
by the board of directors of the Australian Cattle Dog Club of America,
Inc., A California Nonprofit Corporation (ACDCA). The qualification for
directors is to be a member in good standing of the ACDCA.
Restriction on Interested Persons as Directors
No more than 49 percent of the persons serving on the board may be "interested
persons." An interested person is (a) any person compensated by the corporation
for services rendered to it within the previous 12 months, whether as a
full-time or part-time employee, independent contractor, or otherwise, excluding
any reasonable compensation paid to a director as director; and (b) any
brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law,
son-in-law, daughter-in-law, mother-in-law, or father-in-law of such person.
However, any violation of this paragraph shall not affect the validity or
enforceability of transactions entered into by the corporation.
Designated Directors
All directors shall be designated by the board of directors of the ACDCA.
Each director shall hold office for four years and until a successor director
has been designated and qualified.
Events Causing Vacancies on Board
A vacancy or vacancies on the board of directors shall occur in the event
of (a) the death, removal, or resignation of any director; (b) the declaration
by resolution of the board of a vacancy in the office of a director who
has been convicted of a felony, declared of unsound mind by a court order,
or found by final order or judgment of any court to have breached a duty
under California Nonprofit Public Benefit Corporation Law, Chapter 2, Article
3; or c) the increase of the authorized number of directors.
Removal of Directors
Without prejudice to the rights of any director under an employment contract,
the board of the ACDCA may remove any director with or without cause.
Resignation of Directors
Except as provided below, any director may resign by giving written notice
to the chairman of the board, if any, or to the president or the secretary
of the board. The resignation shall be effective when the notice is given
unless it specifies a later time for the resignation to become effective.
If a director's resignation is effective at a later time, the board of directors
of the ACDCA may appoint a successor to take office as of the date when
the resignation becomes effective. Except on notice to the California Attorney
General, no director may resign if the corporation would be left without
a duly appointed director or directors.
Vacancies Filled by ACDCA Board
Vacancies on the board shall be filled by appointment of the board of the
ACDCA.
No Vacancy on Reduction of Number of Directors
Any reduction of the authorized number of directors shall not result in
any director being removed before his or her term of office expires.
Place of Board Meetings
Meetings of the board shall be held at any place within or outside California
that has been designated by resolution of the board or in the notice of
the meeting or, if not so designated, at the principal office of the corporation.
Meetings by Telephone or other Telecommunications
Equipment Any board meeting may be held by conference telephone, video screen
communication, or other communications equipment. Participation in a meeting
under this Section shall constitute presence in person at the meeting if
all of the following apply:
(a) Each board member participating in the meeting can communicate concurrently
with all other board members.
(b) Each board member is provided the means of participating in all matters
before the board, including the capacity to propose, or to interpose an
objection to, a specific action to be taken by the corporation.
(c) The board has adopted and implemented a means of verifying both of the
following:
(1) A person participating in the meeting is a director or other person
entitled to participate in the board meeting.
(2) All actions of or votes by the board are taken or cast only by the directors
and not by persons who are not directors.
Annual and Other Meetings
Immediately after each annual meeting of the board of directors of the ACDCA,
the board shall hold a general meeting for purposes of organization, appointment
of officers, and transaction of other business. Notice of this meeting is
not required.
Other general meetings of the board may be held without notice at such time
and place as the board may fix from time to time.
Authority to Call Special Meetings
Special meetings of the board for any purpose may be called at any time
by the chairman of the board, if any, the president or any vice president,
the secretary, or any two directors.
Notice of Special Meetings
Notice of the time and place of special meetings shall be given to each
director by (a) personal delivery of written notice; (b) first-class mail,
postage prepaid; c) telephone, including a voice messaging system or other
system or technology designed to record and communicate messages, either
directly to the director or to a person at the director's office who would
reasonably be expected to communicate that notice promptly to the director;
(d) facsimile; (e) electronic mail; or (f) other electronic means. All such
notices shall be given or sent to the director's address or telephone number
as shown on the corporation's records.
Notices sent by first-class mail shall be deposited in the United States
mail at least four days before the time set for the meeting. Notices given
by personal delivery, telephone, or electronic mail shall be delivered,
telephoned, or sent, respectively, at least 48 hours before the time set
for the meeting.
The notice shall state the time of the meeting and the place, if the place
is other than the corporation's principal office. The notice need not specify
the purpose of the meeting.
Quorum
A majority of the directors then in office shall constitute a quorum for
the transaction of any business except adjournment. Every action taken or
decision made by a majority of the directors present at a duly held meeting
at which a quorum is present shall be an act of the board, subject to the
more stringent provisions of the California Nonprofit Public Benefit Corporation
Law, including, without limitation, those provisions relating to (a) approval
of contracts or transactions in which a director has a direct or indirect
material financial interest, (b) approval of certain transactions between
corporations having common directorships, c) creation of and appointments
to committees of the board, and (d) indemnification of directors. A meeting
at which a quorum is initially present may continue to transact business,
despite the withdrawal of some directors from that meeting, if any action
taken or decision made is approved by at least a majority of the required
quorum for that meeting.
Waiver of Notice
Notice of a meeting need not be given to any director who, either before
or after the meeting, signs a waiver of notice, a written consent to the
holding of the meeting, or an approval of the minutes of the meeting. The
waiver of notice or consent need not specify the purpose of the meeting.
All such waivers, consents, and approvals shall be filed with the corporate
records or made a part of the minutes of the meetings. Notice of a meeting
need not be given to any director who attends the meeting and who, before
or at the beginning of the meeting, does not protest the lack of notice
to him or her.
Adjournment
A majority of the directors present, whether or not a quorum is present,
may adjourn any meeting to another time and place.
Notice of Adjourned Meeting
Notice of the time and place of holding an adjourned meeting need not be
given unless the original meeting is adjourned for more than 24 hours. If
the original meeting is adjourned for more than 24 hours, notice of any
adjournment to another time and place shall be given, before the time of
the adjourned meeting, to the directors who were not present at the time
of the adjournment.
Action Without a Meeting
Any action that the board is required or permitted to take may be taken
without a meeting if all board members consent in writing to the action;
provided, however, that the consent of any director who has a material financial
interest in a transaction to which the corporation is a party and who is
an "Interested director" as defined in Corporations Code section 5233 shall
not be required for approval of that transaction. Such action by written
consent shall have the same force and effect as any other validly approved
action of the board. All such consents shall be filed with the minutes of
the proceedings of the board.
Compensation and Reimbursement
Directors and members of committees of the board may receive such compensation,
if any, for their services as directors or officers, and such reimbursement
of expenses, as the board, with approval of the ACDCA board, may establish
by resolution to be just and reasonable as to the corporation at the time
that the resolution is adopted.
Committees of Board of Directors
The board, by resolution adopted by a majority of the directors then in
office, may create one or more committees, each consisting of two or more
directors and no one who is not a director, to serve at the pleasure of
the board. Appointments to committees of the board shall be by majority
vote of the directors then in office. The board may appoint one or more
directors as alternate members of any such committee, who may replace any
absent member at any meeting. Any such committee shall have all the authority
of the board, to the extent provided in the board resolution, except that
no committee may:
(a) Fill vacancies on the board or any committee of the board;
(b) Fix compensation of the directors for serving on the board or on any
committee;
(c) Amend or repeal bylaws or adopt new bylaws;
(d) Amend or repeal any resolution of the board that by its express terms
is not so amendable or repealable;
(e) Create any other committees of the board or appoint the members of committees
of the board; or
(f) Approve any contract or transaction to which the corporation is a party
and in which one or more of its directors has a material financial interest,
except as special approval is provided for in Corporations Code section
5233(d) (3).
Meetings and Action of Committees
Meetings and actions of committees of the board shall be governed by, held,
and taken under the provisions of these bylaws concerning meetings and other
board actions, except that the time for general meetings of such committees
and the calling of special meetings of such committees may be set either
by board resolution or, if none, by resolution of the committee. Minutes
of each meeting shall be kept and shall be filed with the corporate records.
The board may adopt rules for the governance of any committee as long as
the rules are consistent with these bylaws. If the board has not adopted
rules, the committee may do so.
Offices Held
The officers of this corporation shall be a president, a secretary, and
a chief financial officer. The corporation, at the board's discretion, may
also have a chairman of the board, one or more vice presidents, one or more
assistant secretaries, one or more assistant treasurers, and such other
officers as may be appointed under these bylaws. Any number of offices may
be held by the same person, except that neither the secretary nor the chief
financial officer may serve concurrently as either the president or the
chairman of the board.
Election of Officers
The officers of this corporation, shall be chosen annually by the board
and shall serve at the pleasure of the board, subject to the rights of any
officer under any employment contract.
Appointment of Other Officers
The board may appoint and authorize the chairman of the board, the president,
or another officer to appoint any other officers that the corporation may
require. Each appointed officer shall have the title and authority, hold
office for the period, and perform the duties specified in the bylaws or
established by the board.
Removal of Officers
Without prejudice to the rights of any officer under an employment contract,
the board may remove any officer with or without cause. An officer who was
not chosen by the entire board may be removed by any other officer on whom
the board confers the power of removal.
Resignation of Officers
Any officer may resign at any time by giving written notice to the board.
The resignation shall take effect on the date the notice is received or
at any later time specified in the notice. Unless otherwise specified in
the notice, the resignation need not be accepted to be effective. Any resignation
shall be without prejudice to any rights of the corporation under any contract
to which the officer is a party.
Vacancies in Office
A vacancy in any office because of death, resignation, removal, disqualification,
or any other cause shall be filled in the manner prescribed in these bylaws
for normal appointments to that office, provided, however, that vacancies
need not be filled on an annual basis.
Chairman of the Board
If a chairman of the board of directors is elected, he or she shall preside
at board meetings and shall exercise and perform such other powers and duties
as the board may assign from time to time. If there is no president, the
chairman of the board shall also be the chief executive officer and shall
have the powers and duties of the president of the corporation set forth
in these bylaws.
President
Subject to such supervisory powers as the board may give to the chairman
of the board, if any, and subject to the control of the board, the president
shall be the general manager of the corporation and shall supervise, direct,
and control the corporation's activities, affairs, and officers. The president
shall preside at all members' meetings and, in the absence of the chairman
of the board, or if none, at all board meetings. The president shall have
such other powers and duties as the board or the bylaws may require.
Vice Presidents
If the president is absent or disabled, the vice presidents, if any, in
order of their rank as fixed by the board, or, if not ranked, a vice president
designated by the board, shall perform all duties of the president. When
so acting, a vice president shall have all powers of and be subject to all
restrictions on the president. The vice presidents shall have such other
powers and perform such other duties as the board or the bylaws may require.
Secretary
The secretary shall keep or cause to be kept, at the corporation's principal
office or such other place as the board may direct, a book of minutes of
all meetings, proceedings, and actions of the board, and of committees of
the board. The minutes of meetings shall include the time and place that
the meeting was held; whether the meeting was annual, general, or special,
and, if special, how authorized; the notice given; and the names of persons
present at board and committee meetings.
The secretary shall keep or cause to be kept, at the principal California
office, a copy of the articles of incorporation and bylaws, as amended to
date.
The secretary shall give, or cause to be given, notice of all meetings of
the board, and of committees of the board that these bylaws require to be
given.
The secretary shall keep the corporate seal, if any, in safe custody and
shall have such other powers and perform such other duties as the board
or the bylaws may require.
Chief Financial Officer
The chief financial officer shall keep and maintain, or cause to be kept
and maintained, adequate and correct books and accounts of the corporation's
properties and transactions. The chief financial officer shall send or cause
to be given to the members and directors such financial statements and reports
as are required to be given by law, by these bylaws, or by the board. The
books of account shall be open to inspection by any director at all reasonable
times.
The chief financial officer shall (I) deposit, or cause to be deposited,
all money and other valuables in the name and to the credit of the corporation
with such depositories as the board may designate; (ii) disburse the corporation's
funds as the board may order; (iii) render to the president, chairman of
the board, if any, and the board, when requested, an account of all transactions
as chief financial officer and of the financial condition of the corporation;
and (iv) have such other powers and perform such other duties as the board
or the bylaws may require.
If required by the board, the chief financial officer shall give the corporation
a bond in the amount and with the surety or sureties specified by the board
for faithful performance of the duties of the office and for restoration
to the corporation of all of its books, papers, vouchers, money, and other
property of every kind in the possession or under the control of the chief
financial officer on his or her death, resignation, expiration of term,
retirement, or removal from office.
Contracts With Directors and Officers
No director of this corporation nor any other corporation, firm, association,
or other entity in which one or more of this corporation's directors have
a material financial interest, shall be interested, directly or indirectly,
in any contract or transaction with this corporation, unless (a) the material
facts regarding that director's financial interest in such contract or transaction
or regarding such common directorship, officership, or financial interest
are fully disclosed in good faith and noted in the minutes, or are known
to all members of the board prior to the board's consideration of such contract
or transaction; (b) such contract or transaction is authorized in good faith
by a majority of the board by a vote sufficient for that purpose without
counting the votes of the interested directors; c) before authorizing or
approving the transaction, the board considers and in good faith decides
after reasonable investigation that the corporation could not obtain a more
advantageous arrangement with reasonable effort under the circumstances;
and (d) the corporation for its own benefit enters into the transaction,
which is fair and reasonable to the corporation at the time the transaction
is entered into.
This Section does not apply to a transaction that is part of an educational
or charitable program of this corporation if it (a) is approved or authorized
by the corporation in good faith and without unjustified favoritism and
(b) results in a benefit to one or more directors or their families because
they are in the class of persons intended to be benefitted by the educational
or charitable program of this corporation.
Loans to Directors and Officers
This corporation shall not lend any money or property to or guarantee the
obligation of any director or officer without the approval of the California
Attorney General; provided, however, that the corporation may advance money
to a director or officer of the corporation for expenses reasonably anticipated
to be incurred in the performance of his or her duties if that director
or officer would be entitled to reimbursement for such expenses by the corporation.
Indemnification
To the fullest extent permitted by law, this corporation shall indemnify
its directors, officers, employees, and other persons described in Corporations
Code section 5238(a), including persons formerly occupying any such positions,
against all expenses, judgments, fines, settlements, and other amounts actually
and reasonably incurred by them in connection with any "proceeding," as
that term is used in that section, and including an action by or in the
right of the corporation, by reason of the fact that the person is or was
a person described in that section. "Expenses," as used in this bylaw, shall
have the same meaning as in that section of the Corporations Code.
On written request to the board by any person seeking indemnification under
Corporations Code section 5238(b) or section 5238c), the board shall promptly
decide under Corporations Code section 5238(e) whether the applicable standard
of conduct set forth in Corporations Code section 5238(b) or section 5238
c) has been met and, if so, the board shall authorize indemnification. If
the board cannot authorize indemnification, because the number of directors
who are parties to the proceeding with respect to which indemnification
is sought prevents the formation of a quorum of directors who are not parties
to that proceeding, the board shall promptly notify the board of the ACDCA
who will call a meeting of the ACDCA board. At that meeting, the ACDCA board
shall determine under Corporations Code section 5238(e) whether the applicable
standard of conduct has been met and, if so, the ACDCA board members present
at the meeting in person or by proxy shall authorize indemnification.
To the fullest extent permitted by law and except as otherwise determined
by the board in a specific instance, expenses incurred by a person seeking
indemnification under these bylaws in defending any proceeding covered by
those Sections shall be advanced by the corporation before final disposition
of the proceeding, on receipt by the corporation of an undertaking by or
on behalf of that person that the advance will be repaid unless it is ultimately
found that the person is entitled to be indemnified by the corporation for
those expenses.
Insurance
This corporation shall have the right, and shall use its best efforts, to
purchase and maintain insurance to the full extent permitted by law on behalf
of its officers, directors, employees, and other agents, to cover any liability
asserted against or incurred by any officer, director, employee, or agent
in such capacity or arising from the officer's, director's, employee's,
or agent's status as such.
Maintenance of Corporate Records
This corporation shall keep:
(a) Adequate and correct books and records of account; and
(b) Written minutes of the proceedings of its board, and committees of the
board.
Directors' Right To Inspect
Every director shall have the absolute right at any reasonable time to inspect
the corporation's books, records, documents of every kind, physical properties,
and the records of each subsidiary. The inspection may be made in person
or by the director's agent or attorney. The right of inspection includes
the right to copy and make extracts of documents.
Annual Report
The board shall cause an annual report to be sent to the ACDCA board and
directors within 120 days after the end of the corporation's fiscal year.
That report shall contain the following information, in appropriate detail:
(a) The assets and liabilities, including the trust funds, of the corporation
as of the end of the fiscal year;
(b) The principal changes in assets and liabilities, including trust funds;
(c) The corporation's revenue or receipts, both unrestricted and restricted
to particular purposes;
(d) The corporation's expenses or disbursements for both general and restricted
purposes;
(e) Any information required by these bylaws; and
(f) An independent accountants' report or, if none, the certificate of an
authorized officer of the corporation that such statements were prepared
without audit from the corporation's books and records.
This requirement of an annual report shall not apply if the corporation
receives less than $25,000 in gross receipts during the fiscal year, provided,
however, that the information specified above for inclusion in an annual
report must be furnished annually to all directors including ACDCA directors
who request it in writing.
Annual Statement of Certain Transactions and Indemnifications
As part of the annual report, or as a separate document if no annual report
is issued, the corporation shall, within 120 days after the end of the corporation's
fiscal year, annually prepare and furnish to each director including ACDCA
directors, a statement of any transaction or indemnification of the following
kind:
(a) Any transaction (I) in which the corporation, or its parent or subsidiary,
was a party, (ii) in which an "interested person" had a direct or indirect
material financial interest, and (iii) which involved more than $50,000
or was one of several transactions with the same interested person involving,
in the aggregate, more than $50,000. For this purpose, an "interested person"
is either:
(1) Any director or officer of the corporation, its parent, or subsidiary
(but mere common directorship shall not be considered such an interest);
or
(2) Any holder of more than 10 percent of the voting power of the corporation,
its parent, or its subsidiary. The statement shall include a brief description
of the transaction, the names of interested persons involved, their relationship
to the corporation, the nature of their interest in the transaction and,
if practicable, the amount of that interest, provided that if the transaction
was with a partnership in which the interested person is a partner, only
the interest of the partnership need be stated.
(b) Any indemnifications or advances aggregating more than $10,000 paid
during the fiscal year to any officer or director of the corporation under
these bylaws, unless that indemnification has already been approved by the
members under Corporations Code section 5238(e) (2).
Amendments to Bylaws
The board of the ACDCA may adopt, amend or repeal these bylaws.
Certificate of Secretary
Certificate of Secretary I certify that I am the duly elected and acting
Secretary of Australian Cattle Dog Health, Education and Welfare, Inc.,
a California nonprofit public benefit corporation; that these bylaws, consisting
of 12 pages, are the bylaws of this corporation as adopted by the board
of directors on May 2, 2003; and that these bylaws have not been amended
or modified since that date.
Executed on May 2, 2003 at Rancho Santa Fe, California.
Gloria Joyce Rowland, Acting Secretary
