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Northern Nevada Stock Dog Association Bylaws

ARTICLE I. NAME AND OBJECTIVES

SECTION 1 - Name
The name of the Club shall be the Northern Nevada Stock Dog Association (NNSDA). 

SECTION 2 - Objectives
The objectives of the Club shall be:
* To encourage and promote the use of herding dogs in livestock operations in the region.
* To educate members and the general public on the appropriate use of dogs for herding, care and wellbeing of livestock.
* To educate herding dog owners interested in exploring the natural talents and instincts of their dogs
* To conduct herding tests and trials. Specifically open field USBCHA style trials.
* To host clinics and seminars by respected instructors.
* To facilitate member access to places and livestock to practice and train on.
* To do all of the above while maintaining a primary concern for the health and well being of the livestock

SECTION 3 - Financial operation
The Club shall not be conducted or operated for profit and no part of any profits or remainder or residue of dues or donations to the Club shall inure to the benefit of any member or individual except as fair payment for use of facilities and livestock while hosting club events or other services for which they generally receive payment as part of their business operations. 

ARTICLE II. MEMBERSHIP

SECTION 1 - Eligibility
Membership is open to anyone who agrees with the Club's principles.

SECTION 2 - Dues.
Membership dues shall be $25.00 for individual membership and $50 for family membership (maximum of 2 votes per family membership). 

SECTION 3 – Membership Benefits
1. Members will receive a quarterly, electronically distributed newsletter per receipt of dues.
2. Members shall receive discounts and first option on places in club sponsors clinics and events except where this conflict with the rules of sanctioning entities (such as for trials).
3. Access to Online Stock Dog Forum for the Discussion of Stock Dog Training and Work in Livestock Management.

SECTION 4 - Voting
1. Members whose dues are up-to-date may vote on club business.
2. Elections will be by ballot. A member may cast a vote in person, or by mail.
3. Individual members have one vote.  Family membership will have 2 votes provided there are at least 2 adult members of the family.

SECTION 5 - Termination of Membership
Memberships may be terminated:
1)  By resignation.  Any member in good standing may resign from the Club upon written notice to the Secretary.
2)  By lapsing.  A membership will be considered as lapsed and automatically terminated if such member's dues remain unpaid 60 days after distribution of the first newsletter of the year.
3)  By expulsion.  A membership may be terminated by expulsion as provided in Article X of these by-laws.

ARTICLE III. MEETINGS.

SECTION 1 - Annual membership meeting
a meeting shall be held annually between Thanksgiving and Christmas for the election of officers and the transaction of such other business as the board of director determines necessitates a vote of the membership.

SECTION 2 -  Board of Directors Meetings.
The board of directors shall meet as needed to perform the business of the club.  There shall be no less than 4 meetings of the board of directors each year. Meetings may be conducted by conference call or electronically.

SECTION 3 - Calling of Meetings
Special full membership meetings may be called by the board of directors or by the club secretary within 5 weeks of receipt by the board of a petition signed by at least 50% of the membership.  The president or a majority of the board of directors of the club shall call meetings of the board of directors.

SECTION 4 - Notice of Meetings
Notice of each full meeting of the members shall be given by the club and shall state the date, time and place and, unless it is an annual meeting, shall indicate the purpose for which the meeting is being called. Such notice of any meeting shall be given to each member entitled to vote at such meeting. The notice shall be given personally, by mail or by e-mail not less than two weeks before the date of the meeting. Notice of board meetings shall be distributed by e-mail to the membership not less than 5 days before the meeting.  Members may attend board meetings but cannot vote and must request permission to speak in writing not less than 48 hours before the meeting. Minutes of meetings will be posted on the club web site.

SECTION 5 - Quorum.
For Board meetings a minimum of 4 board members must be present to conduct business.   For Full membership meetings 20% of the membership must be present or have submitted mail in ballots.

 ARTICLE IV. BOARD OF DIRECTORS

 SECTION 1 - Makeup
The Board shall be comprised of the President, Vice-President, Secretary/newsletter editor, Treasurer, two at large members and a non voting advisor (typically the past president).  All positions shall be one year terms.  General management of the Club's affairs shall be entrusted to the Board of Directors.  

SECTION 2 - Term Limits
No board member may hold the same position on the board for more than three consecutive years.

SECTION 3 - Resignation
Any board member of officer may resign at any time be giving written notice to the President of the club. Such resignation shall take effect at the time specified therein, or if no time is specified, at the time of acceptance thereof as determined by the President of the club.

SECTION 4 - Vacancies
Vacancies shall be filled for the unexpired term by the affirmative vote of a majority of the remaining board members.

SECTION 5 - Removal
Except as otherwise required by law or by these By Laws, any board member or officer may be removed from such office with or without cause by a two thirds vote of the members at a special meeting where a quorum is present. The meeting notice must state that the purpose or one of the purposes, of the meeting is the removal of the board member or officer.

SECTION 6 - Manner of Acting
Each board member shall have one vote. Voting by proxy shall not be permitted. A minimum of 3 voting board members must be present to conduct the business of the club.  For motions to pass the following number of affirmative votes are required. 4 of 6, 4 of 5, 3 of 4, 2 of 3.

SECTION 7 - Compensation
There shall be no compensation for services as officer or board member, but such members may receive reimbursement for reasonable authorized expenses incurred in official duties as determined by the Board. The Board may authorize funds to be set up for special purposes or projects which someone other than the President or Treasurer may draw on.

ARTICLE V. OFFICERS DUTIES

SECTION 1 - President
The President shall be the principal executive officer of the club.
1. The President shall preside at meetings of the Board of Directors and membership.
2. The President, or the presidents designee, shall represent the club in matters dealing with individuals or groups who are not club members.
3. The President shall submit a report of activities of the club in each newsletter.
4. The President, in consultation with the board of directors, may appoint members or committees to perform duties for the club.

SECTION 2 - Vice President
The Vice President shall perform the duties of the President if the President is absent or unable to perform the duties of the President. 
1. The vice president shall chair all committees and shall act as the liaison to the board for said committees unless another board member is assigned that role for a specific committee.

SECTION 3 - Secretary
The Secretary shall perform the normal secretarial duties of correspondence and record-keeping.
1. The Secretary shall keep records of both Board and membership meetings and shall e-mail copies to each officer and Board member.
2. The Secretary shall handle official correspondence of the club except when the board assigns the task to another board member or committee.
3. The secretary will produce a quarterly newsletter to be distributed by e-mail and made available on the club web site.
4. The secretary will maintain the club web site.

SECTION 4 - Treasurer
The Treasurer shall have charge and custody of all funds and securities of the Club, receiving and giving receipts for monies due the club from any source, and depositing such monies in the name of the club in such banks, trust companies, or other depositories as the Board of Directors may select.
1. The Treasurer and the President are to be authorized to sign checks to pay such expenses that the Club shall incur.
2. The Treasurer shall give a written financial report of the previous year in the first newsletter mailed to the general membership in the calendar year.
3. The Treasurer shall keep the master membership list, and the current membership list shall be sent to the Secretary quarterly.

SECTION 5 - At Large Members
There will be two at large board members.
1. At large board members shall have full privileges of board membership including but not limited to discussion and voting privileges on all issues before the board.

SECTION 6 - Advisor
The Board shall have a non-voting advisor.  Initially this will be an appointed position.  Once the initial president is replaced the position will be held by the past president.  The advisors purpose is to help maintain continuity in the boards functioning and advise new officers as to past procedures of the board.

ARTICLE VI. COMMITTEES

SECTION 1 - Standing Committees
The following standing committees shall be created:
1) A committee to plan and implement trials and clinics
2) A committee to identify and oversee access to club sponsored practice facilities and events
The standing committees shall have the ability to perform their duties without direct oversight by the board.  The Vice president will keep the board members informed of committee activity.  The board may vote to override an action of a standing committee.

SECTION 2 - Temporary Committees
The Board shall create committees for specified purposes that advance the work of the Club. Such committees shall always be subject to the final authority of the Board.  The committee will disband once its function has been completed.

SECTION 3 - Termination of appointment
Any committee appointment may be terminated by a vote of the Board upon written notice to the appointee; and the Board may appoint successors to those persons whose services have been so terminated.

ARTICLE VII. THE CLUB YEAR, ANNUAL MEETING & ELECTIONS

SECTION 1 - Club Year 
The Club's fiscal year shall begin on the 1st day of January and end on the 31st day of December.  The Club'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 between Thanksgiving and Christmas.  Officers and Directors for the ensuing year shall be elected in secret, written ballot from among those nominated in accordance with Section 4 of this Article.  They shall take office at the conclusion of the annual meeting.  Each retiring officer shall turn over to his or her successor in office all properties and records relating to that office within 10 days after election.

SECTION 3 - Elections
The nominated candidate receiving the greatest number of votes for each office shall be declared elected. The two nominated candidates for at large positions on the Board who receive the greatest number of votes for such positions shall be declared elected. Each member may vote for two at large board members.

SECTION 4 - Nominations. 
No person may be a candidate in a Club election who has not been nominated.  During the month of September, the Board shall select a Nominating Committee consisting of four members not more than one of whom may be a member of the Board.  The Nominating Committee shall be in place by October 1.  The Board shall name a Chairman for the Committee and it shall be his or her duty to call Committee meetings which shall be concluded on or before October 31.

a)  The Committee shall nominate one or two candidates for each office and position of the Board, and, after securing the consent of each person so nominated, shall immediately report their nominations to the Secretary in writing.
b)  Upon receipt of the Nominating Committee's report, the Secretary shall have it distributed to the membership via e-mail.
c)  Additional nominations may be made in writing to the secretary before November 15th.  These nominations must include the signature of the candidate and at least three paid members. 
d)  No person may be a candidate for more than one position.
e)  Nominations cannot be made at the annual meeting or in any manner other than as provided in this Section.

ARTICLE VIII. ORDER OF BUSINESS 

SECTION 1 - Membership meetings
At full membership meetings of the Club, the order of business, so far as the character and nature of the meeting may permit, shall be as follows:
* Minutes of last meeting
* Report of President
* Report of Treasurer
* Report of Secretary
* Vice president Report of Committee Activity
* Election of Officers and Board (at annual meeting)
* Discussion of issues for general vote (a time limit for discussion may be set by the board)
* Voting on issues
* Unfinished business
* New business
* Miscellaneous discussion
* Adjournment

SECTION 2 - Board meetings
At meetings of the Board, the order of business, unless otherwise directed by majority vote of those present,
shall be as follows:
* Reading of minutes of last meeting
* Report of Secretary
* Report of Treasurer
* Vice presidents Report of Committee Activity
* Unfinished business
* New business

ARTICLE IX - DISCIPLINE

SECTION 1 - Charges. 
Any member may prefer charges against another member for alleged misconduct prejudicial to the best interests of the Club.  Written charges with specifications must be filed in duplicate with the Secretary together with a deposit of $50.00 which shall be forfeited if such charges are not sustained by the Board following a hearing.  The Secretary shall promptly send a copy of the charges to each member of the Board who shall first consider whether the actions alleged in the charges, if proven, might constitute conduct prejudicial to the best interests of the club.  If the Board considers that the charges do not allege conduct which would be prejudicial to the best interests of the Club it may refuse to entertain jurisdiction.  If the Board entertains jurisdiction of the charges it shall fix a date of a hearing by the Board not less than 3 weeks nor more than 6 weeks thereafter.  The Secretary shall promptly send one copy of the charges to the accused member by registered mail together with a notice of the hearing and an assurance that the defendant may personally appear in his on defense and bring witnesses s/he wishes.

SECTION 2 - Board Hearing. 
The Board shall have a complete authority to decide whether Counsel may attend the hearing, but both complainant and defendant shall be treated uniformly in that regard.  Should the charges be sustained, after hearing all the evidence and testimony presented by complainant and defendant, the Board may by vote of those present suspend the defendant from all privileges of the Club for not more than one year from the date of the hearing.  And, if it deems that punishment insufficient, it may also recommend to the membership that the penalty be expulsion. In such case, the suspension shall not restrict the defendant's right to appear before his fellow members at the ensuing Club meeting which considers the Board's recommendations.  Immediately after the Board has reached a decision, its findings shall be put in written form and filed with the Secretary.  The Secretary, in turn, shall notify each of the parties of the Board's decision and penalty, if any.

SECTION 3 - Expulsion. 
Expulsion of a member from the Club may be accomplished only at a meeting of the Club following a Board hearing and upon the Board's recommendations provided in Section 2 of this Article.  Such proceedings may occur at a regular or special meeting of the Club to be held within 60 days but not earlier than 30 days after the date of the Board's recommendation of expulsion.  The defendant shall have the privilege of appearing in his own behalf, though no evidence shall be taken at this meeting.  The President shall read the charges and the Board's findings and recommendations, and shall invite the defendant, if present, to speak in his or her own behalf if he or she wishes.  The meeting shall then vote by secret written ballot on the proposed expulsion. a 2/3 vote of those present and voting at the meeting shall be necessary for expulsion.  If expulsion is not so voted, the Board's suspension shall stand.

Section 4 - Reinstatement
An expelled member may be reinstated by
1) re-application to the secretary after a period of one year and approval of a majority of the board members.
2) an affirmative vote by two thirds of those eligible members voting in a membership mail ballot.
Both sides in the dispute shall be permitted to state their case in writing in the poll of the membership.

ARTICLE X. AMENDMENTS

SECTION 1 - Proposal
Amendments to the by-laws may be proposed by the Board of Directors or in a written petition to the Secretary signed by twenty percent of the members 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 for a vote within three months of the date that the petition was received by the Secretary.

SECTION 2 - voting
By-laws may be altered or repealed and new by-laws adopted by a 2/3 majority vote of those eligible members voting by mail ballot or directly at a full membership meeting.  Notice of amendments to be voted on and mail in ballots must be sent to all members not less than 2 weeks prior to the annual or special membership meeting at which the amendment is to be voted on.

ARTICLE XI. DISSOLUTION

The Club may be dissolved at any time by the written consent of not less than 2/3 of the members.  In the event of dissolution of the Club other than for purposes of reorganization whether voluntary or involuntary or by operation of law, none of the property of the Club nor any proceeds thereof nor any assets of the Club shall be distributed to any members of the Club.  After payment of the debts of the club all remaining funds shall be donated to a shelter or rescue organization the identity of which shall be determined by the board of directors.

Copyright and Copy Northern Nevada Stock Dog Association 2009

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