YORKSHIRE TERRIER CLUB OF AMERICA FOUNDATION, INCORPORATED
(YTCAF)

BY-LAWS

(Amended and Adopted  September 2009)

ARTICLE I  –  OWNERSHIP

The Yorkshire Terrier Club of America Foundation 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.

ARTICLE II  –  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:

ARTICLE III  –  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 twelve (12) 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 February 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 February 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 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 predecessor.

Section 4 – Proxy Votes

Proxy votes shall not be allowed at any meeting of the Board of Directors.

ARTICLE IV  –  QUORUM

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.

ARTICLE V  –  COMPENSATION

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.

ARTICLE VI  –  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:

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. 

ARTICLE VII  –  OFFICER

Section 1 – Officers

The elected officers of the YTCAF shall consist of President, Vice-President, Secretary, and Treasurer.  The officers shall be members of the Board of Directors.

Section 2 – Election and Term of Office

1.   Officers shall be elected every February and serve for a three year term in accordance with Article III, Section 2.  The term of the office begins upon adjournment of the February meeting and extends through the February meeting three years later.  An officer may succeed himself for as many times as he is elected.

2.   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.

ARTICLE VIII  –  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 Secretary shall be responsible for:

1. Take a roll call of all Board of Directors meetings.

2. Record the minutes of each meeting and distribute to YTCAF board     members within ten working days.

3. Maintain a complete record of all meeting minutes.

4. Ensure that new members of the Board of Directors receive copies of pertinent documents including the Constitution and By-Laws.

5. Maintain a current list of all members of the Board of Directors, their addresses, telephone numbers and email addresses where available.

Section 4 – Treasurer

The Treasurer shall be responsible for all finances handled by the YTCAF including:
 

     1.     Custody of the funds of YTCAF, and shall deposit or withdraw such     

             funds in the name of the YTCAF.

       2.    Ensure that all deposits and disbursements are made as authorized by

            the Board of Directors. 

      3.    Balance the checkbook and reconcile the bank statement on a

             monthly basis.

      4.    Give a final report at each meeting of the Board of Directors.

      5.     Serve as Chairman of the Finance Committee.

      6.     Ensure that all reimbursements are managed in accordance with a

              standard operating procedure so approved for this purposes by the

              Board of the YTCAF.

      7.     Provide annual accounting of all funds for publication in the

              Yorkshire Terrier Club of America, Incorporated YORKIE EXPRESS

              in February of each year.     

ARTICLE IX  –  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 VII, 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 and Procedures 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).

ARTICLE X  –  CHARITABLE CONTRIBUTIONS
 

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.

ARTICLE XI  –  ELECTIONS
 

Section 1 – Nominations

Nominations for officers and directors shall be prepared by the Nominating Committee.

Section 2 – Notice

A slate and resume of candidates for election of directors and officers shall be sent to all members of the Board of Directors and shall accompany the notice of election meeting.

Section 3 – Nominations from the Floor

Nominations will be accepted from the floor for election of officers and directors.  A written resume must be presented.

Section 4 – Secret Ballot

Members of the Board of Directors shall elect officers by secret ballot at the February meeting.

Section 5 – 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.

ARTICLE XI I  –  COMMITTEES

Section 1 – Nominating Committee

The Executive Committee shall appoint three voting members of the Board of Directors to serve on the Nominating Committee.  The Nominating Committee shall be appointed at least two months before the February election.  The Nominating Committee shall serve until the conclusion of the annual election of directors and will present to the Board of Directors a slate for the election of officers and the Board vacancies.  In order to determine the number of vacancies on the Board of Directors, the Nominating Committee shall contact each return 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.

ARTICLE XIII   -  MEETINGS

Section 1 – Annual Meeting

An annual meeting of the members of the Board of Directors shall be held in February on such a date as will be determined by the Board of Directors.

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.

ARTICLE XIV  –  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:

     1.     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.

     2.     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.

     3.     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.

ARTICLE XV  –  INDEMNIFICATION
 

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 executor, administrator or other legal representative may hereafter be made a party by reason of his 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 executor, administrator or legal representative to final determination, and it shall not be finally adjudged in said action, suit or proceeding that he 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 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 duty if such director or officer were acting in good faith in what he 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 lega 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.

ARTICLE XVI  –  DISSOLUTION
 

Section 1 – Dissolution

The YTCAF may be dissolved at any time by the written consent of not less than 2/3rds of the Board of Directors.  Upon the dissolution of YTCAF, the Board of Directors shall, after paying or making provisions for the payment of all the liabilities of the YTCAF, dispose of all the assets of the YTCAF to a charitable organization for the benefit of dogs selected by the Board of Directors.

ARTICLE XVII  –  ORDER OF BUSINESS
 

All business and meetings will be conducted in accordance with Robert’s Rules of Order, Updated and Revised.