Bylaws

BYLAWS

of

CLARKSVILLE CANINE SPORTS ASSOCIATION (CCSA)

 

Contents

These Bylaws govern the affairs of the Clarksville Canine Sports Association (CCSA), a non-profit association located in Clarksville, Tennessee.

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ARTICLE I

Principal Location

The principal location shall be located at 3725 Hammacksville, Trenton Ky 42286 or such other place as the Board of Directors may determine.

ARTICLE II

Purpose

The purpose for which CCSA was formed is to encourage and support humans and their dogs in learning and participating in Canine Sports, to provide an environment that would foster a strong human-canine bond, and to promote interest in Canine Sports in the community.

ARTICLE III

Membership

Membership in this association will be open to the public. Any owners and their dogs may join. An initial membership fee and monthly dues will be charged.

Any member may withdraw from the Association by delivering a written resignation to the Secretary of the Association or .

ARTICLE IV

Board of Directors

Section 1: Powers. The business of the Association shall be managed by and under the direction of the Board of Directors, which may exercise all powers of the Association and do all such lawful acts and things not prohibited by statute or by these Bylaws.

Section 2: Number. The number of members of the Board of Directors shall consist of no less than six (6) nor more than ten (10).

Section 3: Eligibility. Eligibility requirements are: (i) be an individual who subscribes to the purpose and goals of the Association, and (ii) be in good standing with the Association.

Section 4: Election of Directors. All Directors shall be elected by the Club members of current standing.

Section 5: Term of Office. All Directors will hold their office for one (1) year, or until resignation or removal from office in accordance with these Bylaws.

Section 6: Vacancies. Vacancies occurring as a result of the resignation, death or removal of a Director, or the expansion of the size of the Board, will be filled by mid term election.

Section 7: Annual Meeting. An annual meeting shall be held within ninety (90) days prior to or subsequent to the end of the fiscal year, or on such other date or at such time or place as shall be determined by the Board of Directors, and designated in a written notice by the Board Members at least thirty (30) days in advance of such meeting. The President shall preside over the Annual Meeting. In his or her absence, the Vice President shall preside.

Section 8: Regular Meetings. The Chairperson of the Board may designate a time and specific location for regular meetings of the Board of Directors and deliver a notice to all Board members at least 30 days in advance of such meeting. The Chairperson shall preside over all Regular Meetings of the Board of Directors.

Section 9: Special Meetings. Special meetings of the Board of Directors may be called by the Chairperson of the Board, or the President. Such meeting shall be held on such date and at such time and place as shall be designated in the notice of the meeting by the person calling the meeting. Notice of any special meeting shall be given at least 24 hours previous thereto if given either personally (including written notice delivered personally or telephone notice) or by telex, telecopy, telegram or other means of immediate communication, or by written notice mailed or delivered in accordance with Section 11. The Chairperson shall preside over all Special Meetings of the Board of Directors.

Section 10: Attendance. Subject to Section 13, meetings of the Board of Directors shall be open unless otherwise stated by the President of the Board.

Section 11: Notice ‾ Waiver of Notice. Whenever any notice is required to be given under provisions of these Bylaws, unless otherwise specified in these Bylaws, such notice shall be deemed given at the time when the same is personally delivered in writing, but notice shall also be deemed given seven days after it is deposited in registered mail with appropriate postage thereon prepaid, or delivered to a common carrier for overnight or next business day delivery. A waiver of notice in writing, signed by the person or persons entitled to such notice and filed with the records of the meeting, whether before or after the holding thereof, shall be equivalent to the giving of such notice. Presence at any meeting without objection also shall constitute waiver of any required notice. Neither the business to be transacted at, nor the purpose of, any regular meeting of the Board of Directors need to be specified in the notice or waiver of notice of such meeting. In the case of special meetings, however, the purpose or purposes of the meeting shall be described in the notice.

Section 12: Quorum and Vote at Meetings. At any meeting of the Board of Directors, a majority of the Directors shall be necessary to constitute a quorum for the transaction of business. A majority of the votes cast at a meeting of the Board of Directors, duly called and at which a quorum is present, shall be sufficient to take and authorize action upon any matter which may properly come before the meeting, unless the concurrence of a greater proportion is required for such action by statute, or these Bylaws. If, at any meeting of the Board of Directors, there shall be less than a quorum present, a majority of those present may adjourn the meeting without further notice, until a quorum shall be present. Subsequently, at any adjourned meeting at which a quorum shall become present, any business may then be transacted at the meeting as originally notified.

Section 13: Voting. Unless otherwise restricted by law or the Bylaws, any Director may vote in person or by proxy executed in writing. At all meetings of the Board of Directors where a quorum is present, all issues shall be resolved by a majority vote of the Directors present in person or represented by proxy, unless otherwise required by law or the Bylaws.

Section 14: Action of Unanimous Consent. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a written consent setting forth the action so taken, is signed by all the members of the Board of Directors or the committee, as the case may be and such written consent shall have the same force and effect as a unanimous vote at a meeting of the Board of Directors or the committee.Section 14: Action of Unanimous Consent. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a written consent setting forth the action so taken, is signed by all the members of the Board of Directors or the committee, as the case may be and such written consent shall have the same force and effect as a unanimous vote at a meeting of the Board of Directors or the committee.

Section 15: Resignation or Removal of Directors. Any director may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein or, if no time is specified, at the time of its receipt by the Chairperson or Secretary. Directors may be removed from office for two or more unexcused absences from meeting during a fiscal year.

Section 16: Dissolution of the Association. Upon dissolution of the Association all of its assets shall be disbursed to any charitable society recommended by the Board of Directors.

Section 17: Minutes. The Board of Directors shall keep minutes of all meetings of the Board of Directors and the proceedings thereof. The Board of Directors shall take appropriate action to cause the approved minutes of such meeting to be delivered upon receipt of written request for such minutes to the Secretary.

Section 18: Conduct at Meetings. All participants in a meeting must conduct themselves in a professional, business-like manner. If the meeting is being tape recorded, speakers shall state their names before addressing the Chairperson. There shall be a policy of no smoking during all meetings.

ARTICLE V

COMMITTEES

Section 1: Committees. In addition to the standing committees designated in this article, the Board of Directors may, by resolution, designate one or more committees of the Board, each to consist of at least one Director. To the extent provided in a resolution or action of the Board of Directors, the committees so appointed may exercise the power and authority of the Board of Directors, but the designations of such committees and the delegation thereto of authority shall be limited to that authority contained in the resolution or action of the Board and shall not operate to relieve the Board of Directors, or any member thereof, of any powers or responsibilities imposed by law or these Bylaws. No committee of the Board of Directors shall have the power to amend the Bylaws. The Chairman shall appoint the committees with approval of the Board of Directors. Except as otherwise provided by statute or these Bylaws, the Standing Committees shall have the powers and authority designated in this Article V; provided that, the Board of Directors, by the affirmative vote of two-thirds of the Directors then in office, may expand or restrict the powers and authority of any Standing Committee whether granted in these Bylaws or by previous action of the Board of Directors.

Section 2: Standing Committees. Each member of the Board of Directors shall serve in some capacity on a standing committee. The Standing Committees of the Board of Directors shall be as follows:

  1. Executive Committee. The Executive Committee shall consist of the Chairperson of the Board, Vice-Chairperson, Secretary, Assistant Secretary, Treasurer. The Executive Committee shall have and may exercise any and all power and authority of the Board of Directors in the management of the business affairs of the Association when the Board is not in session, except over matters specifically retained by the Board in these Bylaws.
  2. Finance Committee. The Finance Committee shall consist of the Vice Chairperson, the Treasurer, the Assistant Treasurer and other appointees. The Chairperson of the Committee shall be the Vice Chairperson of the Association. The Finance Committee shall have the power and authority to seek all possible funding sources for the Association, review and approve the engagement of independent auditors for audit and non-audit services; to review with independent auditors the fee, scope and timing of the audit, significant accounting adjustments, recommendations for improving internal controls and all other significant findings made during the audit; to meet periodically with the Association’s management and auditors to discuss internal accounting and financial controls; to review and make recommendations on all contracts to which the Association is a party that involve a material adverse risk to the Association, to initiate and supervise any special investigation it deems necessary; to consult with the Association’s management regarding, and to periodically review, the financial condition of the Association; and compile the annual budget of the Association for approval by the Board.
  3. (a)Bylaws Committee. The Secretary and other appointees will serve on the Bylaws Committee. The Bylaws Committee will serve as a conduit for and generate proposed changes to these Bylaws. Changes to the Bylaws must be approved by the board of Directors pursuant to Article VIII herein.

Section 3: Meeting and Notices. Regular meetings of committees of the Board of Directors may be held without notice at such times and places as such committees may determine by resolution or by written notice from the Chairperson of the Board or the Chairperson of the committee at least seven days in advance of the meeting. Special meetings of committees may be called by any member thereof upon not less than 24 hours advance notice to each member of that committee stating the place, date and hour of the meeting, which notice shall be given in accordance with Section 11 of Article IV hereof. Any member of a committee may waive notice of any meeting thereof, either before or after the meeting, by signing a waiver of notice that shall be filed with the records of such meeting, or by attendance at such meetings.

Section 4: Quorum . A majority of the members of a committee shall constitute a quorum for the transaction of business at any meeting thereof. The vote of a majority of the members of a committee present at a meeting at which a quorum is present shall constitute action of the committee.

Section 5: Action by Unanimous Consent. Section 14 of Article IV are hereby incorporated by reference into this Article V, and their provisions shall apply to all committees and member of the committees to the same extent that they apply to the Board of Directors and all Directors.

Section 6: Removal and Resignation. Any member of any committee may be removed at any time by resolution adopted by a majority of the Directors then in office. Any member of a committee may resign from the committee at any time by giving written notice to the Chairperson of the Board of Directors or the Secretary of the Association. Unless otherwise specified therein, such resignation shall take effect upon receipt thereof.

Section 7: Vacancies. Any vacancy occurring on any of the committees of the Directors shall be filed by appointment of the Chairperson of the Board and ratified by the Board of Directors.

Section 8: Minutes. All Standing Committees and committees established by the Board of Directors shall keep regular minutes of their proceedings, whether meetings are in person or by telephone, and the chairperson of each committee shall report any action taken to the Board of Directors at the next meeting thereof held after the committee meeting. The minutes of the committee meetings shall be distributed to all members of the Board of Directors as soon as practicable after the committee meeting. The Secretary of the Association shall include the minutes in the permanent record of the Association.

ARTICLE VI

Directors

Section 1: Positions. The Association¿s Directors shall be the Chairperson of the Board, the Vice-Chairperson, the Secretary, the Assistant Secretary and the Treasurer, who shall exercise such powers and perform such duties as shall be determined in accordance with these Bylaws or by the Board. No person shall hold more than one office of the Association. The Chairperson, Vice-Chairperson, Assistant Executive Director, Secretary, Assistant Secretary and Treasurer shall be elected by the members of the Clarksville Canine Sports Association. Newly elected Directors shall commence their term of office at the conclusion of the Board meeting in which the Club announces them.

Section 2: Election and Term of Office. Each Director of the Association shall hold their position for one (1) year, or until death, resignation or removal from office in accordance with these Bylaws.

Section 3: Chairperson of the Board. The Chairperson of the Board shall preside at and set the agenda for meetings of the Board of Directors, shall appoint Committee Chairpersons and members and Special Project Leaders as needed, and shall exercise and perform such other powers and duties as may be required by the Bylaws. The Chairperson is an ad-hoc member of all standing and special committees. The Chairperson shall carry into effect all orders and resolutions of the Board subject to the right of the Board by resolution to delegate any specific powers to any other director or agent of the Association. The Chairperson shall, on behalf of the Association as authorized by the Board, execute all deeds, notes, bonds, mortgages, contracts and other instruments in writing.

Section 4: Vice-Chairperson. The Vice-Chairperson shall preside over meetings in the absence of the Chairperson and shall have such duties as may be given by the Chairperson.

Section 5: Secretary. The Secretary shall record, or cause to be recorded, all the proceedings of the meetings of the Board of Directors in a book to be kept for that purpose, and shall archive minutes provided by the Standing Committees. The Secretary shall give, or cause to be given, notice of all special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors.

Section 6: Assistant Secretary. In the event of the Secretary¿s inability or refusal to act, the assistant secretary shall attend all meetings of the Board of Directors and perform all duties of the Secretary. The Assistant Secretary shall be elected and approved by the Secretary.

Section 7: Treasurer. The Treasurer shall have general oversight responsibility for the financial affairs of the Association. The Treasurer shall have custody of the Association¿s funds, and shall keep a full and accurate accounting of the receipts and disbursements and books belonging to the Association. The Treasurer shall deposit all monies and all other valuable assets delivered to him/her to the credit of the Association in such depositories as may be designated by the Board. The Treasurer shall render to the Board of Directors at the Board¿s regular meetings, or when the Board of Directors so requires, but not less than quarterly, an account of the financial condition of the Association. The Treasurer shall perform such other duties and have such other powers as the Board of Directors may prescribe.

Section 8: Authority of Expenditures. The Treasurer Board shall have the authority, in his respective sole discretion, pursuant to his signature to approve and direct expenditures in accordance with the direction of the Board, and may make expenditures on behalf of and in the best interest of the Association.

11: Indemnification. Unless expressly prohibited by law, the Association shall indemnify any person made, or threatened to be made, a party to an action, suit or proceeding (whether civil, criminal, administrative or investigative), whether such is an action by or in the right of the Association or otherwise, by reason of the fact that such person is or was a director, employee or agent of the Association or serves or served any other enterprise at the request of the Association (all of such persons being sometimes referred to as a ¿Association Functionary¿), against all expenses (including attorneys¿ fees), judgements, fines and amounts paid in settlement actually and reasonable incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Association and, with respect to any criminal action or proceeding, had not reasonable cause to believe his conduct was unlawful shall be made in relation to matters as to which such person shall have been finally adjudged in such action, suit or proceeding to be liable to the Association.

Any indemnification under this Section shall be made by the Association only as authorized in the specific case upon a determination that indemnification of the Association Functionary is proper in the circumstances because he or she has met the applicable standard of conduct set forth in this Section. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum of disinterested Directors or (ii) if such a quorum is not obtainable, or, even if obtainable if a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion.

The rights of indemnification provided for in this Section shall be in addition to all rights to which any Association Functionary may be entitled under any agreement or as a matter of law or otherwise, and shall insure to the benefit of the Association Functionary¿s estate, heirs, executors and administrators. If this Section or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Association shall nevertheless indemnify each Association Functionary to the full extent permitted by any applicable portion of this Section that shall not have been invalidated.

The Association may purchase and maintain insurance on behalf of any Association Functionary against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the Association would have the power to indemnify him against such liability under the provisions of this Section.

ARTICLE VII

General Provisions

Section 1: Fiscal Year. The fiscal year of the Association shall commence on January 1st and end on December 31st of each year.

ARTICLE VIII

Amendments to Bylaws

These Bylaws may be altered, changed, added to or amended at any regular or special meeting of the Board of Directors. Said alterations, changes, additions or amendments shall be passed upon by the vote of two-thirds (2/3) of the Board of Directors present and eligible to vote at said meeting.

The foregoing constitutes the Bylaws of the Association as read and present to the Board of Directors and enacted by two-thirds (2/3) vote of the Directors of the Board entitled to vote on the 19th day of May, 2002.

_____________________________
Secretary,
Clarksville Canine Sport Association

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