Article I PURPOSES
The Original Mountain Cur Breeders Association ("O.M.C.B.A.") exists for the purpos'e of preserving the true Mountain Cur Dog from extinction and to promote better breeding of the dog known as the "All American Tree Dog" The Corporation and its members shall strive to improve the Mountain Cur by maintaining strict breeding standards, by considering performance above all other characteristics in breeding.
Article II OFFICES
The Corporation may have such offices, either within or without the State of Tennessee, as the Board of Directors may designate or as the business of the Corporation may require from time to time.
Article III MEMBERS AND DUES
A. Members. Any person may become a member of the Corporation upon invitation and payment of the dues required for membership. -A person will be considered suitable for membership if they are interested in the purposes for which the Corporation exists and are willing to abide by and uphold the policies, Charter, By-Laws, Rules and Regulations, and other dictates of the Corporation as exist at the time of their membership and as amended from time to time. B. Dues. The annual membership dues shall be Ten Dollars ($1O.OO) per member, Fifteen Dollars ($15.00) for husband and wife memberships and Five Dollars ($5.00) for junior memberships (under the age of 15 years) provided at least one parent is a member. The annual dues are subject to review and increase or decrease by the Board of Directors from time to time. C. Voting. Any member in good standing shall be entitled to one vote at all meetings of the members, provided said member has attained the age of 15 years. D. Termination of Membership. A member may resign at any time and the Board of Directors shall have full authority and discretion to suspend or expel any member for the violation of the Charter, these By-Laws or any Rules and Regulations duly adopted by the Board of Directors of the Corporation or by reason of any conduct deemed by the Corporation to be prejudicial to its best interest. Prior to suspending or expelling a member, the Board of Directors shall give not less than fifteen (15) days prior written notice of such suspension or expulsion to the member and the reasons therefor and provide to such member a hearing not less than five (5) days before the effective date of such suspension or termination by the Board of Directors.
E. Transfer of Membership. A member may not transfer his or her membership in the Corporation.
Article IV MEETINGS OF MEMBERS
A. Annual Meetings. An Annual Meeting of members of the Corporation shall be held on the second Saturday in June of every year, or on such date and at such place as may be determined by the Board of Directors. The business to be transacted at such meeting shall be the report of the President and Treasurer on the activities and financial condition of the Corporation, the election of Directors, other matters specified in the Annual Yearbook and such other business as shall be properly brought before the meeting. B. Special Meetings. A Special Meeting of the members shall be held on call of the Board of Directors or, if the holders of at least ten percent- (10%) of all of the votes entitled to be cast on any issue proposed to be considered at the Special Meeting sign, date and deliver to the Corporation Secretary one or more written demands for the meeting describing the purpose or purposes for which such Special Meeting is to be held. Only business within the purpose or purposes described in the meeting notice may be conducted at a Special Meeting. C. Place of Meeting. The Board of 'Directors may designate any place, either within or without the State of Tennessee, as the place of meeting for any Annual Meeting or for any Special Meeting, if no place is fixed by the Board of Directors, the meeting shall/be held at the principal office of the Corporation. D. Notice of Meetings. Notice of the date, time and place of each Annual meeting shall be published in the Annual Yearbook. No other notice of the Annual Meeting is necessary. Notice of a Special Meeting of members with a description of the purpose or purposes for which the Special Meeting is called, shall be given no fewer than fifteen (15) days nor more than two (2) months before the date of the Special Meeting. Such notice shall comply with the requirements of Article XII of these By-Laws. E. Membership List and Record Date.The Board of Directors shall fix a Record Date for the determination of members entitled to vote at any meeting of the members, to demand a Special Meeting, to vote or to take any other action, but such date shall not be more than sixty-two (62) days before the meeting or action requiring a determination of members. A Record Date fixed for the members meeting is effective for any adjournment of any such meeting unless the Board of Directors fixes a new Record Date, which it must do if the meeting is adjourned to a date more than three (3) months after the date fixed for the original meeting. After the Record Date for a meeting has been fixed, the Secretary shall prepare an alphabetical list of the names of all members who are entitled to notice of a members' meeting. The list of members shall be available for inspection by any member, beginning two (2) days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the Corporation's principal office or at a place identified in the meeting notice in the City where the meeting will be held. The Corporation ,shall make the list of members available at the meeting and any member, his agent or attorney shall be entitled to inspect the list at any time during the meeting or any adjournment thereof. F. Quorum. A quorum of the members consists of ten percent (lO%) of the members present, either in person or by proxy at any meeting of the members. Once a member is represented for any purpose of the meeting, a member is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new Record Date is or must be set for that adjourned meeting. G. 'Voting. Unless otherwise provided by. the Tennessee Non-Profit Corporation Act ("The Act") , the Charter, or these By-Laws, each member is entitled to one vote on each matter voted on by-members at a meeting of the members. If a quorum exists, any action voted on by the members is approved if the votes cast favoring the action exceeds the votes cast opposing the action, unless The Act, the Charter, or these By-Laws require a greater number cbf affirmative votes. Unless otherwise provided in the Charter, Directors shall be elected bv a plurality of the votes cast bv the members entitled to vote in the election at a meeting at which a quorum is present. H. Proxies. A member may vote in person or by proxy. A member may appoint a proxy to vote or otherwise act for the member by signing an appointment either personally or by the member's attorney in fact. An appointment of a proxy is effective when received by the Secretary or other officer or agent authorized to tabulate votes. An appointment is valid for eleven (11) months unless another period is expressly provided in the appointment form. An appointment of a proxy is revocable by the member unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest. An irrevocable appointment becomes revocable when the interest with which it is coupled is extinguished. I. Presiding Officer and Secretary. Meetings of the members shall be presided over by the President or, if the President is not present, by the Vice-President. The Secretary shall act as Secretary of every meeting, but if the Secretary is not present, the President shall choose any person present to act as Secretary of the meeting.
Article V DIRECTORS
A. Powers and Duties. All Corporation powers shall be exercised by and under the authority of and the business and affairs of the Corporation managed under the direction of the Board of Directors. B. Number and Term The Board of Directors shall consist of no fewer than five (5) or more than thirteen (13) members. The exact number of Directors, within the minimum and maximum, or the range for the size of the Board, or whether the size of- the Board shall be fixed or variable range, may be fixed, changed or determined from time to time by the members. The Directors shall be elected at each Annual Meeting. The Directors shall serve for staggered terms. At the first Annual Meeting after adopting these By-Laws, the membership shall elect the number of Directors chosen to serve and three of the directors shall be elected for one (1) year, three of the directors shall be elected for two (2) years, three of the directors shall be elected for three (3) years and four (4) of the directors ,shall be elected for five (5) years. C. Meetings. The Board of Directors may hold Annual, Regular and Special Meetings either within or without the State of Tennessee. Unless the Charter otherwise provides, the Board of Directors may permit any or all Directors to participate in a Regular or Special Meeting by or conduct the meeting through the use of any means of communication by which all Directors participating may simultaneously hear each other during the meeting. A Director participating in a meeting by this means is deemed to be present in person at the meeting. 1. Annual. and Regular Meetings. Unless the Charter otherwise provides, the Annual Meeting of the Board of Directors shall be held immediately following the Annual Meeting of members and Regular Meetings of the Board of Directors may be held without notice of the date, time, place or purpose of the meeting.
2. Specia1. Meetings. Special meetings of the Board of Directors may be called by the Chairperson, the President or any two Directors. Unless the Charter otherwise provides, Special Meetings must be proceeded by at least five (5) days notice of the date, time, place and purpose of such meeting.
2. Special Meetings. Special meetings of the Board of Directors may be called by the Chairperson, the President or any two Directors. Unless the Charter otherwise provides Special Meetings must be proceeded by at least five (5) days notice of the date, time, place and purpose of such meeting. 3. Waiver of Notice. A Director may waive any required notice before or after the date and time stated in the notice. Except as provided in the next sentence, the waiver must be in writing, signed by the Director and filed with the Minutes or Corporate Records. A Director's attendance at or participation in a meeting waives any required notice to such Director of such meeting unless the Director, at the beginning of the meeting (or promptly upon arrival) objects to the holding of the meeting or transacting business at the meeting and does not thereafter vote for or ascent to action taken at the meeting. 4. Quorum. Unless The Act or the Charter requires a greater number, a quorum of the Board of Directors consists of a majority of the Directors serving at the time of the notice of the meeting. 5.. Voting. If a quorum is present when a vote is taken, the affirmative vote of a majority of the Directors
present is the act of the Board of Directors, unless The Act, the Charter or these By-Laws require the vote of a greater number of Directors.
6. Action Without a Meeting. Unless The Act or the Charter otherwise provide, any action required or permitted by The Act to be taken at a Board of Directors meeting may be taken without a meeting. If all Directors consent to taking such action without a meeting, the affirmative vote of the number of Directors that would be necessary to authorize or take such action at a meeting is the act of the Board of Directors. Such action must be evidenced by one or more written consents describing tihe action taken, at least one of which is signed by each Director, indicating the Director's vote or abstention on the action, which consents shall be
included in the Minutes or filed with the Corporate Records reflecting the action taken. Action taken by consent is eff"ective when the last Director signs the consent, unless the consent specifies a different effective date.
7. Compensation. Directors and members of any committee created by the Board of Directors shall be entitled to such reasonable compensation for their services as Directors and members of such committees as shall be fixed from time to time by the Board and shall also be entitled to reimbursement for any reasonable expenses incurred in attending meetings of the Board or of any such committee meetings. Any Director receiving such compensation shall not be barred from serving the Corporation in any other capacity and receiving reasonable compensation for such other services. 8. Resignation. A Director may resign at any time by delivering written notice to the Board of Directors, President or to the Corporation. The resignation is effective when the notice is delivered unless the notice specifies a later effective date. 9. Vacancies. Unless the Charter otherwise provides, if a vacancy occurs on the Board of Directors,
including a vacancy resulting from an increase in the number of Directors or a vacancy resulting from the removal of a Director with or without cause, either the members or the Board of Directors may fill such vacancy. If the Directors remaining in office constitute fewer than a quorum of the Board of Directors, they may fill such vacancy by the affirmative vote of a majority of all the Directors remaining in office.
10. Removal of Directors By Members. The members may remove one or more Directors elected by them for cause. Any Director may be removed by the members without cause by an affirmative vote of a majority of all of the members. 11. Removal of Directors By Directors. Any of the Directors may be removed for cause by an affirmative vote of a majority.of the entire Board of Directors. 12 . Removal of Directors - General. A Director may be removed by the members or Directors only at a meeting called for the purpose of' removing such Director, and the meeting notice must state that the purpose, or one of the purposes, of the meeting is the removal of Directors.