Hangin Tree Cowdog Association, Inc.
Constitution and Bylaws
ARTICLE I
Name and Objectives
Section 1. The name of the association shall be the Hangin Tree Cowdog Association, Inc.
Section 2. The objectives of the association shall be:
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To promote and protect the Hangin Tree Cowdog.
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Maintain and protect a pedigree registry for qualified Hangin Tree Cowdogs.
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To further the advancement of the Hangin Tree Cowdog.
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Disseminate knowledge and conduct clinics for the training of dogs and their handlers.
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To do all in its power to advance the interests of the working cowdog.
Section 3. The association shall not operate on a for-profit basis. No part of any funds, dues or donations given to the association or held in the possession of the association shall be used to benefit any individual person.
Section 4. The members of the association shall adopt bylaws to carry out the objectives of the association. The members may also amend the bylaws in order to carry out the objectives of the association.
BYLAWS
ARTICLE II
Membership
Section 1. Eligibility. Membership in the association shall be open to any person who is in full support of all objectives of the association. A person will not be granted membership privileges of the association if they cannot support all the objectives of the association.
The association does not declare a geographical address of record.
Section 2. Dues. Membership dues for the association shall be fifty ($50) dollars for the membership year. Membership dues during a membership year shall not exceed one hundred dollars per membership year. The membership year and the fiscal year of the association shall be the same time period; commencing on November 1 of each year and ending on October 31 of the following year. During the month of September, the Secretary-Treasurer shall send each member a statement of membership renewal for the new or upcoming year. To be a member in good standing, membership dues are due and payable to the association prior to November 1 of each membership year. No member may vote on any business of the association unless all current and past dues are paid in full to the association.
Section 3. Granting of Membership. Each applicant for membership shall apply on a form as approved by the board of directors, provided that the applicant agrees to abide by the constitution and bylaws and the rules of the Hangin Tree Cowdog Association, Inc. Accompanying the membership application, the prospective member shall submit a membership dues payment for the current membership year. All membership applications are to be filed with the Secretary-Treasurer. A person's membership is not transferable to any other person.
Section 4. Termination of Membership. A membership will be considered as lapsed and automatically terminated if such member's dues are unpaid after November 1 of the fiscal year. In no case may a person be entitled to vote at any association meeting whose dues are unpaid as of the date of that meeting or be able to register dogs or litters unless his dues are paid.
ARTICLE III
Meetings & Voting
Section 1. Association Meetings. Meetings of the association shall be held each year at such hour and place as may be designated by the officers and board of directors. Written notice of each such meeting shall be mailed by order of the Secretary-Treasurer at least 10 days prior to the date of the meeting. The quorum for such meetings shall be 20 percent of the members in good standing.
Section 2. Special Association Meetings. Special association meetings may be called by the 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 of directors; and shall be called by order of the Secretary-Treasurer upon receipt of a petition signed by five members of the association who are in good standing. Such special meeting shall be held in at such place, date and hour as may be designated by the person or persons authorized herein to call such meetings. Written notice of such meeting shall be mailed by order of the Secretary-Treasurer at least ten (10) days and not more than twenty (20) days prior to the date of the meeting, and said notice shall state the purpose of the meeting. No other association business may be transacted at the special meeting. The quorum for such a meeting shall be 20 percent of the members in good standing.
Section 3. Board Meetings. Meetings of the board of directors shall be held each year at such hour and place as may be designated by the board. Written notice of each such meeting shall be mailed by order of the Secretary-Treasurer at least ten (10) days and not more than twenty (20) days prior to the date of the meeting. The quorum for such a meeting shall be a majority of the board.
Section 4. Special Board Meeting. Special meetings of the board of directors may be requested by the President; and shall be called by order of the Secretary-Treasurer upon receipt of a written request signed by at least three members of the board of directors. Such special meetings shall be held at such place, date, and hour as may be designated by the person authorized herein to call such meeting. Written notice of such meeting shall be mailed by order of the Secretary-Treasurer at least ten (10) days and not more than twenty (20) days prior to the date of the meeting. Any such notice shall state the purpose of the meeting and no other business shall be transacted at the special board meeting. The quorum for such a meeting shall be a majority of the board.
Section 5. Voting. Each member in good standing whose dues are paid for the current membership year shall be entitled to one vote at any meeting of the association at which he or she is present. Proxy voting will not be permitted at any association meeting or election.
Section 6. Quorum. Should there not be enough members present to meet the quorum no meeting can be held. By the decision of the majority of the Board of Directors present a Special Association Meeting (Article III - Section 2) can be called (which will also need a quorum present) or the decision made to not have an Annual Meeting until the next year. Should this decision be made the Board of Directors stay the same until the next Annual Meeting.
ARTICLE IV
Directors, Officers, & Executive Director
Section 1. Board of Directors. The board of directors shall be comprised of six (6) members of good standing. The initial terms of the Hangin Tree Cowdog Association, Inc. Board of Directors shall be as follows:
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Directors 1 and 4 serve a 3 year term
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Directors 2 and 5 serve a 2 year term
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Directors 3 and 6 serve a 1 year term
Upon completion of the initial terms, each director shall serve a three (3) year term. Election of two (2) Directors shall be made annually at the Annual Association Meeting by the voting membership.
The Board of Directors duties shall include but not be limited to:
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governing the association by establishing broad policies and objectives
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selecting, appointing, supporting and reviewing the performance of the Executive Director
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responsibility for maintaining the Hangin Tree Cowdog integrity, for which the association was formed
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ensuring proper financial responsibilities
Section 2. Officers. The officers of the board of directors for the association shall be President, Vice President, and the Secretary/Treasurer. Each officer shall serve in their respective capacities for a period of one year. Officers will be elected by the Board of Directors annually in a Board of Directors meeting immediately following the Annual Hangin Tree Cowdog Association, Inc. Meeting.
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The President shall preside at all meetings of the association and of the board of directors, and fulfill any further duties as outlined in the association's bylaws.
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The Vice President shall have the duties and exercise the powers of the President in case of the Presidents absence, incapacity, or death.
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The Secretary/Treasurer shall:
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be responsible for the record keeping of all meetings of the association and the board of directors and of all matters of which a record shall be ordered by the association
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have charge of correspondence
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notify members of meetings
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notify officers and directors of their election to office
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keep a roll of members of the association with their addresses
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collect and receive all monies due or belonging to the association
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deposit all funds in the bank designated by the board of directors in the name of the association
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at any time, provide the financial records of the association for inspection by the board of directors
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report at every meeting on the condition of the association's finances
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at the annual meeting provide an account of all monies rendered during the previous fiscal year
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be bonded in such amount the board of directors deem appropriate at the expense of the association
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carry out all other such duties as are prescribed in the association's bylaws.
Section 3. Vacancies. Any vacancies occurring on the board of directors or among the officers during the fiscal year shall be filled (until the next annual election) by a majority vote of the then members of the board directors at its first regular meeting following the result of such vacancy, or at a special board of directors meeting called for that purpose; except a vacancy in of the office of President which shall be filled automatically by the Vice President. The resulting vacancy in the office of Vice President shall be filled by the board of directors in the manner specified previously.
Section 4. Executive Director. The Executive Director shall be chosen by majority vote of the board of directors and shall serve in the capacity for an undetermined period. The Executive Director shall but not be limited to:
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be accountable to the president of the board and report to the board on a regular basis
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maintain the registry and pedigrees of the Hangin Tree Cowdog
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issue certificates for approved litters and dogs
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be responsible for the day-to-day operation of the association
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by order of the Secretary-Treasurer provide assistance in dues collection, member correspondence, etc.
ARTICLE V
The Association Year, Annual Meeting & Elections
Section 1. Association Year. The association's year shall begin on the first day of November 1 and end on the last day of October of the following year. The association's official year shall begin immediately at the conclusion of the election at the annual meeting and shall continue through the election at the next annual meeting.
Section 2. Annual Meeting. The annual meeting shall be held on or after September 15 to November 15 of current year, at which board of directors for the ensuing year shall be elected from among those nominated in accordance with Section 4 of this Article. They shall take office immediately upon the conclusion of the election and each retiring director shall turn over to the successor in office all properties and records relating to that office within 30 days after the election.
Section 3. Elections. The nominated candidate receiving the greatest number of votes shall be declared elected. The nominated candidates for other positions on the board of directors who receive the greatest number of votes for such positions shall be declared elected.
Section 4. Nominations. Nominations shall be made at the annual meeting by any member in good standing who is in attendance, provided that person so nominated does not decline when their name is proposed. The Secretary-Treasurer shall inform the membership if the nominee is a member in good standing at the time the person is nominated for any position in the association.
The President will accept nominations from the floor and will ask for confirmation of such member to the position by a show of hands; President will also ask for any objections. If objections are presented, a discussion will ensue.
If such member nominated is confirmed without objections, the member nominated will be accepted by the association into the position.
ARTICLE VI
Amendments
Section 1. Amendments. Amendments to the constitution and bylaws may be proposed by the board of directors or by written petition addressed to the Secretary-Treasurer signed by 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 members with recommendations of the board by the Secretary-Treasurer for a vote within three months of the date when the petition was received by the Secretary-Treasurer.
Section 2. A proposed amendment to the constitution or bylaws must be approved by the board of directors then subsequently voted on by the members in good standing and approved by the membership in good standing prior to being adopted into the association's constitution and bylaws.
Section 3. The constitution and bylaws may be amended by a two-thirds (2/3) vote of the members in good standing who are present and voting at any regular or special meeting called for the purpose, provided the proposed amendments have been included in the notice of the meeting and mailed to each member in good standing at least ten (10) days and not more than twenty (20) days prior to the date of the meeting.
ARTICLE VII
Dissolution
Section 1. Dissolution. The association may be dissolved at any time by the written consent of not less than 2/3 of the members in good standing. In the event of the dissolution of the association, other than for purposes of reorganization, whether voluntary or involuntary or by operation of law, none of the property of shall be distributed to any members of the association, but after payment of the debts of the association its property and assets, shall be given to a charitable organization for the benefit of dogs as selected by the board of directors.
ARTICLE VIII
Registration of dogs
Section 1. Permanent registration. Puppies that have appendix papers that were duly issued, executed or authorized by the American Cowdog Association, Inc., Choc Ericsson, Gary Ericsson, Glenda Ericsson or the Hangin Tree Cowdog Association, Inc., signed by John Lavelle, up to and including November 30, 2008 may be considered for permanent registration. After this date only the Hangin Tree Cowdog Association, Inc. certificates will be honored. An in person observation or a video in the type approved by the Board of Directors must be submitted along with the appropriate fee for review by any two (2) of the Board of Directors or Charlie Trayer. The dog must exhibit the ability to hit (bite) both heads and heels of cattle while working with or without another dog. No more than two (2) dogs working together. The dog must also be short or slick haired. All dogs must have a docked tail. Any Director may seek a second opinion from another Director. The reviewing Director must submit the results of the dogs working ability to the Secretary of the association to issue permanent registration papers.
Section 2. Appendix registration. Breeders who whelp a litter that was produced by permanently registered parent dogs may seek a litter registration number from the Secretary by submitting the appropriate fees and forms in writing in a method adopted by the Board of Directors. The Secretary shall issue appendix papers to the breeder who may distribute them to purchasers of puppies. At the time of consideration for permanent registration of any such dog the owner must submit the appendix certificate along with the appropriate fee to be reviewed for permanent registration.
ARTICLE IX
Section 1. The Board of Directors and the DNA Administrator have complete control of all rules and regulations and procedures having to do with DNA testing.
ARTICLE X
Order of Business
Section 1. Order of Business. At meetings of the association, the order of business, so far as the character and nature of the meeting may permit, shall be as follows:
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President call meeting to order
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Roll Call
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Approval of the minutes of last meeting
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Report of President
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Report of Secretary-Treasurer
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Report of Executive Director
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Election of Board of Directors
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Unfinished business
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New business
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Adjournment
Section 2. At meetings of the board of directors, the order of business, unless otherwise directed by majority vote of those present, shall be as follows:
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President call meeting to order
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Roll Call
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Approval of the minutes of last meeting
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Approval of the financial report
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Report of the President
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Report of Secretary-Treasurer
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Report of Executive Director
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Election of Officers
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Unfinished business
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New business
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Adjournment
