Yorkshire Terrier Club of America Foundation, Incorporated (YTCAF)
Amended and adopted April 24, 2012
The Yorkshire Terrier Club of America Foundation, Incorporation (herein called YTCAF) shall not issue shares of stock of any class or kind, and shall not be owned by any person(s), corporation, firm, or entity of any kind whatsoever.
BOARD OF DIRECTORS
The President of YTCAF by virtue of his/her office shall be the Chairman of the Board of Directors.
The Board of Directors shall be the governing body and shall have the power to elect officers, make decisions, develop standard operating procedures, manage financial affairs, and in general make all decisions affecting the business and operation of YTCAF. The Board of Directors shall avoid conflicts of interest, exercise reasonably good business judgment in overseeing the business affairs, and comply with government requirements.
The duties of the Board of Directors shall be to:
- Be actively involved in the business of the YTCAF and fully committed to its purposes,
- Attend meetings on a regular basis,
- Set goals, establish policies, and develop long-range plans,
- Oversee and assist with the financial stability of YTCAF,
- Vote in the election of officers and board members,
- Assess the performance and improvement of YTCAF,
- Serve on one or more committees,
- Represent the YTCAF to the public and foster good public relations, and
- Make a concerted effort to understand and uphold these By-Laws as well as updating them as necessary.
ELECTIONS AND VOTING
The Board of Directors shall have sole voting rights in the YTCAF.
Section 1 – Number of Directors
The number of Directors shall total no less than nine (9) and no greater than twenty-one (21) members. This number may be increased or decreased by amendment to these By-Laws, provided however, that no decrease in the number of directors shall have the effect of shortening the term of any incumbent Director.
Section 2 – Term of Office
An annual election of directors shall take place in March of every year. Directors shall be elected for a term of three years and in each year approximately one-third of the Directors shall be elected. The term of office begins upon the adjournment of the election meeting and extends through the March meeting in the year of the expiration of the Director’s term. A Director may succeed himself/herself as many times as he/she is elected.
Section 3 – Vacancies
Any vacancy occurring on the Board of Directors may be filled by a majority vote of a quorum of the remaining Directors, except that a vacancy in the office of the President shall be filled automatically by the Vice President to complete the term of his/her predecessor. At the request of the President, a slate for the election of a vacancy on the Board of Directors may be presented by the Nominating Committee. A Director elected to fill a vacancy shall be elected to complete the term of his/her predecessor.
Section 4 – Proxy Votes
Proxy votes shall not be allowed at any meeting of the Board of Directors.
A majority of the total number of Directors shall constitute a quorum for the purposes of transacting business at meetings of the Board of Directors. The act of the quorum present at such meeting shall be the act of the Board of Directors, unless a vote of a greater number is required by law or these By-Laws.
Directors shall not receive compensation for their services as members of the Board of Directors. However, the Board of Directors may be reimbursed for any reasonable expenses actually incurred that are related to the purposes of YTCAF. Requests for reimbursement must be agreed upon in advance of such expenditure and the original receipts presented to the Treasurer before any reimbursement is paid in accordance with the Financial Policy & Procedure.
RESIGNATION OR REMOVAL
A Director may resign from the Board of Directors and such resignations should be submitted in writing. A Director may be removed from the Board of Directors under the following conditions:
- A Director is absent from three (3) regularly scheduled Board of Directors meetings within a calendar year without notifying the Recording Secretary in advance.
- A Director has acted inappropriately by revealing confidential information.
- A Director has shown a lack of reasonable or appropriate interest in the duties of the Board, or
- Upon a two-thirds (2/3rds) vote of the members of the Board of Directors.
Any matter voted upon by the Board of Directors that directly concerns or involves any member of the Board of Directors or any other person present at such meeting may be conducted by secret ballot.
Section 1 – Officers
The elected officers of the YTCAF shall consist of President, Vice-President, Recording Secretary, Corresponding Secretary, and Treasurer. The officers shall be members of the Board of Directors.
Section 2 – Election and Term of Office
- Officers shall be elected every March and serve for a three year term in accordance with Article III, Section 2. The term of the office begins upon adjournment of the March meeting and extends through the March meeting three years later. An officer may succeed himself for as many times as he is elected.
- The President may temporarily fill any vacancy in any office until the Board of Directors votes to fill such vacancy. The Nominating Committee shall prepare a slate for the election of a vacant office. The elected officer shall serve the un-expired term of office.
DUTIES OF THE OFFICERS
Section 1 – President
The President shall preside at all meetings of the Board of Directors and shall conduct the meetings in accordance to Roberts Rules of Order, Newly Revised. The President shall present a report of the business of the YTCAF at the annual meeting. The President shall call regular and special meetings of the Board of Directors in accordance with these By-Laws. The President shall sign and make all contracts, agreements and instruments in the name of the YTCAF; the Board of Directors must first approve such contracts, agreements and instruments. The President shall ensure that the books, reports, statements and certificates required by the laws of Missouri and the laws of the United States are properly kept and filed.
Section 2 – Vice President
The Vice President shall have the duties and exercise the powers of the President in case of the President’s absence or incapacity. The Vice-President shall remain in communication with the President and shall assist and support the president in business management of YTCAF.
Section 3 – Secretary
The Recording Secretary shall keep a record of all meetings of the YTCAF Board and of all matters of which a record shall be ordered by the Board; shall be responsible for any newsletter and notify members of meetings.
The Corresponding Secretary shall have charge of the correspondence, notify officers and directors of their election to office, keep a roll of the members of the Board with their addresses and carry out such other duties as are prescribed in the By-Laws.
The offices of Recording Secretary and Corresponding Secretary may be held by the same person in which case the Board shall be comprised of the President, Vice-President, Secretary and Treasurer and the number of Directors will be determined to have the total membership of the Officers and Board will total an odd number.
Section 4 – Treasurer
The Treasurer shall be responsible for all finances handled by the YTCAF including: Custody of the funds of YTCAF, and shall deposit or withdraw such funds in the name of the YTCAF.
- Ensure that all deposits and disbursements are made as authorized by the Board of Directors.
- Balance the checkbook and reconcile the bank statement on a monthly basis.
- Give a financial report at each meeting of the Board of Directors.
- Serve as Chairman of the Finance Committee.
- Ensure that all reimbursements are managed in accordance with a standard operating procedure so approved for this purposes by the Board of the YTCAF.
- Provide annual accounting of all funds for publication in the Yorkshire Terrier Club of America, Inc.’s YORKIE EXPRESS in February of each year.
FISCAL AUTHORITY AND RESPONSIBILITY
Section 1 – Authorization to Sign Documents
The President and one other officer, upon the approval of the Board of Directors, shall sign all legal documents such as contracts.
Section 2 – Authorization to Sign Checks
All disbursements greater than one thousand dollars ($1,000) must be approved by the Board of Directors in advance of the proposed expenditure. The Treasurer alone may sign for all checks in an amount up to, or equal to, one thousand dollars ($1,000).
Section 3 – No Private Benefit
No part of the YTCAF’s net earnings or assets will be distributed to directors, officers or other individuals except as reimbursement for expenditures as previously agreed by the Board of Directors as discussed in Article VIII, Section 4.
Section 4 – Compensation and Expenses
Directors generally shall not receive compensation for their services. Expenses incurred on behalf of the YTCAF may be reimbursed in accordance with the Policy & Procedure written for that purpose. The Director(s) will be responsible for submitting a detailed expense report together with original receipts to the Treasurer.
Section 5 – Only Tax-Exempt Purposes
The power of the YTCAF to transact business, such as opening a bank account or entering into contracts will be used solely for the stated purposes of the YTCAF and in accordance with its tax-exempt purposes. The YTCAF will not carry on any activities, which are not permitted for a corporation that has IRS section 501(c) (3) tax-exempt status or to which contributions are deductible under IRC section 170(c)(2).
Any amount from admissions or other revenues, which in the Board of Directors discretion seems appropriate, shall be distributed directly to or for the benefit of an organization which is exempt from the payment of income tax under the provisions of Section 501(c)(3) of the Internal Revenue Code and to which contributions are deductible under Section 170 (c)(2) of the Internal Revenue Code. Such distributions and the amounts thereof shall be made as directed by the Board of Directors.
Section 1 – Nominations
The Nominating Committee shall determine the number of vacancies to be filled in accordance with Article XII, Section 1.
The Nominating Committee shall submit a slate of its candidates to the Recording Secretary in such timely manner as to allow the Recording Secretary to mail or email the slate to each member of the Board of Directors by February 1st.
Additional nominations may be made by emailing the name and their resume to the Recording Secretary and received on or before March 1st. If no valid additional nominations are received by the Recording Secretary on or before March 1st, the Nominating Committee’s slate shall be declared elected at the time of the Annual Meeting and no balloting will be required. If one or more valid additional nominations are received by the Recording Secretary on or before March 1st, he/she will prepare a ballot listing all of the nominees in alphabetical order and send via mail or email to all members of the Board of Directors. All ballots shall be returned to the Recording Secretary or a designated professional firm within 10 days of receipt. The results of the voting shall be announced at the Annual Meeting.
Section 2 – Voting
Each Director shall be entitled to one vote. Cumulative voting is prohibited. The nominee for officer who receives the greatest number of votes shall be elected to that office. The nominees for directors, who receive the greatest number of votes in a number equal to the board vacancies to be filled, shall be elected to the Board of Directors. All tie votes after the first ballot, which must be resolved to elect any officer or the correct number of directors, shall be resolved by successive ballot(s) between the candidates who receive the equal number of votes.
Section 1 – Nominating Committee
The Executive Committee shall appoint three voting members of the Board of Directors to serve on the Nominating Committee by December 15th. The YTCAF Board shall name a chairman of this committee. The Nominating Committee shall serve until the conclusion of the annual election of directors. In order to determine the number of vacancies on the Board of Directors, the Nominating Committee shall contact each returning member of the Board of Directors to ask if they choose to serve out their term. They shall also contact those members whose terms are expiring and ask whether those members would like to be considered for re-election. The Nominating Committee shall also obtain prior approval from candidates for election to office.
Section 2 – Finance Committee
The Finance Committee shall consist of the Treasurer, who shall serve as Chairman, and two other voting members of the Board of Directors. The Finance Committee shall evaluate and recommend policy for the management of YTCAF’s assets.
Section 3 – Other Committees
The Board of Directors may appoint such committees as it sees fit to assist in its furtherance of the YTCAF’s purposes. Such committees are subject to final authority of the Board of Directors. Appointments to and removal from any such committee shall be by vote of the Board of Directors.
Section 1 – Annual Meeting
An annual meeting of the members of the Board of Directors shall be held in March on such a date as will be determined by the Board of Directors. The Annual meeting may be held either in person or via teleconference.
Section 2 – Notices
Notice of the time and place of each meeting of the Board of Directors shall be delivered personally, by mail, or by email, to the Directors of the YTCAF at least twenty-one (21) days before such meeting.
Section 3 – Regular or Special Meetings
Regular or special meetings of the Board of Directors may be called by the President at any time, or may be called by the Board of Directors upon a request of twenty percent (20%) of the Directors. Such meetings may be conducted in person, online, by email or by telephone conference call at the discretion of the President.
Section 4 –Agenda of Special Meetings
For any special meetings, an agenda shall be prepared and delivered with the notice of the meeting and no other business shall be discussed other than that for which the meeting was called.
Section 5 – Participation of non- Board Members at Meetings
Non-members of the Board of Directors of YTCAF may be invited to give presentations at any Board Meeting, but may not vote or otherwise participate at such a meeting.
AMENDMENT OF BY-LAWS
Section 1 – Generally
These By-laws may be altered, amended, or repealed in whole or in part pursuant to the specific guidelines that follow:
- To effect an alteration, amendment or repeal of these By-Laws, a notice must be delivered to each director at least ten (10) days in advance of the proposed meeting where such change is to be considered. The proposed changes shall accompany this notice, and no other changes to the By-Laws shall be allowed at said meeting.
- A vote of sixty percent (60%) of the Directors present and voting is necessary to carry an alteration, amendment or repeal of these By-Laws.
- Any Director may propose an alteration, amendment, or deletion to these By-Laws to the Board of Directors, which shall be acted pursuant to this article.
Section 1 – Indemnification
Any present or future Director or Officer, or the executor, administrator or other legal representative of such Director or Officer, shall be indemnified by the YTCAF against reasonable costs, expenses and counsel fees paid or incurred in connection with any said director or officer or his/her executor, administrator or other legal representative may hereafter be made a party by reason of his/her being or having been such Director or Officers; provided (a) said action, suit or proceeding shall be prosecuted against such Director or Officer or against his/her executor, administrator or legal representative to final determination, and it shall not be finally adjudged in said action, suit or proceeding that he/she had been derelict in the performance of his/her duties as such Director or Officer, or (b) said action, suit or proceeding shall be settled or otherwise terminated as against such Director or Officer or his/her executor, administrator or legal representative without a final determination on the merits, and it shall be determined that such Director or Officer had not in any substantial way been derelict in the performance of his/her duties as charged in such action, suit or proceeding. In the case of the criminal action, suit or proceeding, a conviction or judgment (whether based on a plea of guilty or nolo contendere or its equivalent, or after the trial) shall not be deemed an adjudication that such director or officer was derelict in the performance of his/her duty if such director or officer were acting in good faith in what he/she considered to be the best interest of the YTCAF with no reasonable cause to believe that the action was illegal. As to whether a Director or Officer was derelict in relation to such matters, the Board of Directors and each director and officer may conclusively rely upon an opinion as to both law and facts by legal counsel selected by or in manner designated by the Board of Directors. The charges of any such legal counsel shall be paid by the YTCAF. The foregoing rights of indemnification shall extend to any person who shall have served at the request of the YTCAF as director or officer. The foregoing rights of indemnification shall not be exclusive of other rights to which any director or officer may be entitled as a matter of law.
Section 2 – Insurance
The Board of Directors may purchase insurance coverage as it deems appropriate.
Section 1 – Dissolution
Dissolution shall be in accordance with the original articles of incorporation of YTCAF.
ORDER OF BUSINESS
All business and meetings will be conducted in accordance with Robert’s Rules of Order, Updated and Revised.