National Beagle Club of America, Inc

NATIONAL BEAGLE CLUB OF AMERICA, INC.

Incorporated as a non-stock Corporation under the Laws of Virginia

September 24, 1970

BY – LAWS

Last amended

April 17, 2010

ARTICLE I

Offices

Section1.1 The principal business office of the Corporation shall be at the Institute Farm in the town of Aldie, County of Loudoun and State of Virginia.
Section 1.2 The Corporation may also have offices at such other places as the Board of Directors may from time to time determine.
ARTICLE II
Membership
Section 2.1 There shall be six types of individual Membership open to all persons who subscribe to the purposes of this Club; each type having certain rights and privileges, obligations and liabilities which may differ in respects from those appertaining to another type or types:
1.  A Regular Member, as defined in Section 2.2
2. A Junior Regular Member, under 18 years of age, as defined in Section 2.3.
3. A Supporting Member, as defined in Section 2.4.
4. A Junior Supporting Member, as defined in Section 2.5.
5. An Associate Member, as defined in Section 2.5
Section 2.2. Regular Member – shall be an individual 18 years of age or older, who shall be entitled to the use of the Club’s grounds and facilities in accordance with the Club’s established rules and regulations, and shall be entitled to vote at any meeting of the Regular Members in accordance with Article III. Each application for Regular Membership must be presented in writing to the Secretary by at least two Regular Members of the Club, one of who will be the proposer and the Secretary will refer such application to the Directors. Applicants may be elected at anymeeting of the Board of Directors by the affirmative votes of 2/3rds of the Board of Directions, who may vote by mail if nor Present at the meeting, and such election shall be recorded in the Minute Book.
Section 2.3. Junior Regular Member – shall be the same as a Regular Member, but shall not be entitled to vote nor to hold office. Upon reaching 18 years of age a Junior Regular Member shall become a Regular Member.
Section 2.4. Supporting Member – shall be an individual, 18 years or older, who owns an AKC Registered basset or beagle or who is a member or subscriber in good standing of a recognized Beagle or Basset, private or subscription pack or who wishes to support the objectives of the Club. A Supporting Member shall not pay an initiation fee, nor shall such Member be entitled to run his hounds on the grounds. Each applicant for Supporting Membership shall apply to the Supporting Membership Secretary on a form as approved by the Board of Directors, which shall provide that the applicant agrees to abide by the Club’s By-Laws and the rules of the American Kennel Club. Dues payment for the current year shall accompany the application. The Supporting Member Secretary is authorized to accept all properly executed
Supporting Membership applications. The Supporting Membership Executive Committee shall review the Supporting Membership applications. The Supporting Membership Secretary shall report such new Supporting Memberships to the Directors at their next regular meeting. Supporting Members shall have no vote except to elect one Supporting Member in accordance with Section 4.11, who shall be a Member of the Board of Directors.
Section 2.5. Junior Supporting Member – shall be the same as a Supporting Member, but shall not be entitled to vote nor to hold office. Upon reaching 18 years of age, a Junior Supporting Member shall become a Supporting Member.
Section 2.6. Associate Member – shall be an individual who wishes to assist the Club in pursuing its objectives. An Associate Member shall not pay an initiation fee, nor shall such a Member be entitled to participate in hound activities on the grounds except insofar as such Member may be entitled to do so from time to time as a Member of a recognized club or pack, andany reduced lodging fees provided to any other type of Membership shall not be applicable to Associate Members. Each applicant for Associate Membership shall apply to the Secretary on a form as approved by the Board of Directors, which shall provide that the applicant agrees to abide by the Club’s By-Laws and rules of the American Kennel Club. The Secretary is authorized to accept all properly executed Associate Membership applications and shall report such new Associate Memberships to the Directors at their next regular meeting. Associate Members have no vote.
Section 2.7. Honorary Member. An Honorary Member is appointed in recognition of long and valued service to the Club, or for other desirable purposes by a majority vote of the entire Board of Directors. The Honorary Secretary of the Masters of Harriers and Beagles Association of England; the Honorary Secretary of the Irish Masters of Beagles Association, and the
Honorary Secretary of the Masters of Basset Hounds Association (of England) will be ex-officio Honorary Members. An Honorary Member shall not be required to pay any dues nor be entitled to vote.
Section 2.8. Any type of Member in good standing can resign from the Club by sending his resignation to the President or Secretary in writing; upon its acceptance by the Directors, the resignation shall be recorded in the Minute Book and his Membership in the Club shall cease from the date of such resignation.
Section 2.9. Any Member, whose dues shall remain unpaid for six months after the year in which they become due, shall be liable to forfeit his Membership at the discretion of the Directors and shall forfeit all rights to vote or to hold office and any other interest in the Club.
Section 2.10. If, in the opinion of the Directors, the conduct of any Member is disorderly, or injurious to the Club, or in violation of its By-Laws or rules, the Directors shall inform the Member thereof in writing, and if the nature of the
offense requires it, the Directors shall request the Member to resign from the
Club. A Member may be expelled from the Club by the Directors, in its Discretion, if the request that the Member resign is disregarded by The Member. A Member is entitled to request and to have a hearing of the charges against him, before expulsion. Uponexpulsion of any Member, he shall forfeit all interest in the Club.
Section 2.11. The Directors, by a majority vote of the entire Board of Directors, whether present or in writing, have the authority to fix, from time to time, the initiation fees and the dues for Membership as well as Pack Registration Fees.
ARTICLE III
Meetings of Regular Members
Section 3.1. Meetings of the Regular Members shall be held in the State of
Virginia at the principal business office of the Corporation or at such other place as may be fixed from time to time by a majority vote of the then Board of Directors. Written notice of such meetings stating the purpose or purposes for
which the meeting is called and the time and place thereof, shall be given not less than ten nor more than forty days before the date of the meeting, to each Member entitled to vote thereat.
Section 3.2. Annual meetings of the Members shallbe held of Friday during the Fall Beagle Pack Trials in November each year at 8 P.M., at which they shall elect by vote of a plurality of a quorum, a Board of Directors, and transact such other business as may properly be brought before the meeting.
Section 3.3. Special meetings of the Members may becalled by (a) the President and shall be called by the President or Secretary when directed by resolution of the then Board ofDirectors or (b) at the request in writing of
Members representinga majority of the entire Membership of the Corporation entitled to vote. Such resolution or request shall state the purpose or purposes
of the proposed meeting.
Section 3.4. Business transacted at any special meeting of the Members shall be limited to the purposes stated in the notice.
Section 3.5. Ten percent (10%) of the Members entitled to vote whether present in person or represented by proxy, shall constitute a quorum at all meetings of the Members for the transaction of business except as otherwise provided by Statute, by the Certificate of Incorporation or by these By-Laws. If, however, such quorum shall not be present or represented at any meeting of the Members, the Members entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn themeeting from time to time without notice other than announcement at the meeting,until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.
Section 3.6. When a quorum is present at any meeting, the vote of the majority of the Members having voting power presenting person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the Statutes of the
Certificate of Incorporation or of these By-Laws, a different vote is required in which case such express provision shall govern and control the decision of such question.
Section 3.7. Each Member shall at every meeting of the Membership be entitled to one vote in person or by proxy providing said Member shall not be an Honorary Member, a Junior Member, an Associate Member, nor a Supporting Member, and shall not be in arrears in the payment of his Membership dues and shall be a Member in good standing. No proxy or Power of Attorney to vote shall be used to vote at a meeting of the Membership unless it shall have been filed prior to the meeting with the Secretary of the meeting. All questions regarding the qualification of voters, the validity of proxies and
the acceptance or rejection of votes shall be decided by the Secretary of the meeting.
Section 3.8. The order of business at meetings of the Regular Members shall be as follows:
1. Calling the meeting to order
2. Roll Call
3. Reading of minutes.
4. Report of Treasurer.
5. Election of Members of Board of Directors.
6. Reports of Board of Directors.
7. Reports of Special Committees.
8. Communications.
9. Unfinished business.
10. New Business.
11. Adjournment.
ARTICLE IV
Directors
Section 4.1. Commencing at the annual meeting in 1991, the number of Directors which shall constitute the whole Board shall (as specified from time
to time by resolution of the Board of Directors) be at least fifteen but not more than twenty. By amendment of the By-Law above permitted number may be increased or decreased from time to time by the Board of Directors within the limits permitted by law, but not decrease in the number of Directors shall change the term of any Director in office at the time thereof.
Section 4.2. All Directors must be Regular Members. Commencing at the Annual Meeting in 1991, the President of the Institute Corporation, the President of The Loudoun Agricultural & Chemical Institute Foundation, Inc., (hereinafter called the "Foundation"), the President of the National Beagle Club of America (hereinafter called the "NBC"), shall each be a Director. One Director shall be elected to a three year term by theSupporting Members as provided for in Section 4.11. The remaining eleven to sixteen, as the case may be, Directors shall be nominated by the Nominating Committee in Accordance with Section 7.2 and shall be elected at the Annual Meeting of the Regular Members, except as provided in Section 4.4 and 4.11, and each Director shall hold office until his Successor is elected or such Director shall be removed from office.
At each annual meeting, to fill the then upcoming vacancies, the Regular Members shall elect five (5) to ten (10) Directors as required by the number specified by resolution pursuant to Section 4.1.
One to serve a 2 year term
One to serve a 3 year term
One to serve a 4 year term
Two to seven, as required by said specified number, each to serve a 1 year term
Each Director, excluding the President of the Institute Corporation, the President of the Foundation, and the President of the NBC, shall be eligible for re-election as a Director except as follows. Upon having served ten consecutive years as a Director, no Director, except for the President of the Institute Corporation, the President of the Foundation, and the President of the NBC, shall again become eligible for election to the Board of Directors until a period of one year has elapsed.
Section 4.3. Any Director of the Corporation may be removed by the affirmative vote of three-quarters of the Directors then in office at a meeting duly held.
Section 4.4. Vacancies and newly created Directorships resulting from any increase in the authorized number of Directors, may be filled by a majority of the Directors then in office, though less than a quorum and the Directors so chosen shall hold office until the next annual election and until their successors are duly elected, unless sooner displaced.
Section 4.5. The business of the Corporation shall be managed by its Board of Directors which shall exercise all such powers of the Corporation and do all such lawful acts and things as are not by nature or by the Certificate of Incorporation or by these By-Laws directed or required to be exercised or done by theMembers.
Section 4.6. The first meeting of each newly elected Board of Directors shall be held immediately following the Board adjournment of the Annual Meeting of Members and at the place thereof. No notice of such meeting shall be necessary to the Directors in order legally to constitute the meeting, provided a quorum shall be present. In the event such meeting is not held, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors.