FTN By-Laws, effective 4-25-11
FOX TERRIER NETWORK, INC.
ARTICLE I – Names and Objectives
Section 1 – Name
The name by which this corporation shall be known in law shall be the FOX TERRIER NETWORK.
The said corporation shall be located in the State of Colorado; however, the business of the corporation shall be conducted internationally.
SECTION 2 – Purpose
To provide public education about Smooth Fox Terriers and Wire fox Terriers.
To promote responsible ownership of all dogs.
To promote fox terriers in any training that would enhance their quality of life including working events, such as obedience, agility, earthdog, dog therapy, SAR, Frisbee, and flyball.
SECTION 3 – Earnings
No part of the net earnings of the corporation shall inure to the benefit or be distributable to its members, trustees, officers, and other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payment distributions in furtherance of Section 501(c)(3) purposes.
Neither the name nor the property of FTN shall be used for commercial purposes. Written permission of the Board of Directors is required for the use of FTN’s name or property in any endorsements.
Notwithstanding any other provision of these Articles, the corporation shall not carry on any other activities not permitted to be carried on
(a) by a corporation exempt from Federal Income Tax under Section 501(c)(3) of the Internal
Revenue Code (or corresponding section of any future Federal Tax Code)
(b) by a corporation contributions to which are deductible under Section 170(c)(2) of the
Internal Revenue Code (or any corresponding sections of any future Federal Tax Code).
ARTICLE II – Membership
SECTION 1 – Application for Membership
Membership in FTN is open to individuals 18 years of age or older who have never been convicted of animal cruelty. A membership includes all adults living at the same address. The membership allows for only one vote, and one newsletter, but allows all family members to use the FTN email lists. Application for membership must be made in writing on a form supplied by FTN, accompanied by a check for the appropriate amount of dues for one year. Payment may also be made though PayPal or any accepted monetary exchange.
The applicant must agree to abide by FTN’s Constitution and By-Laws and to follow the guidelines set forward by the Board of Directors.
No person shall be denied membership by reason of sex, race, creed, color, religion or national origin.
Membership can be denied by the Membership Committee or by the Board of Directors if they feel that the person in their opinion does not share the values of FTN and the current Board of Directors. We are looking for people who resonate with the values of FTN: respect for all living beings, commitment to clear and kind communication with one another.
SECTION II – Renewal of Membership
Membership shall be renewed annually. Dues shall be due and payable on or before 1 April of each year. A notice will be sent in the FTN newsletter prior to this date.
SECTION III – Termination of Membership
Membership may be terminated:
A member in good standing may resign upon written notice to the secretary of FTN. No member may resign when in debt to FTN. No dues nor portion thereof shall be refunded.
A membership will be considered as lapsed and automatically terminated if such member’s dues remain unpaid 30 days after 1 April.
Membership shall be terminated by expulsion immediately upon conviction of animal cruelty charges by any court of law. The Board of Directors shall have the power by a majority vote of the Board, which may be taken by surface mail, or electronic mail to suspend the membership of any member of the Club for conduct on his/her part likely in the opinion of the Board of Directors to endanger the welfare of the Club. Members so accused shall be entitled to a hearing, and if the hearing is requested, final action of the Board of Directors shall be postponed pending the hearing. This hearing may be handled by conference call or electronic mail.
ARTICLE III – Meetings and Voting
SECTION I – Annual Meeting
The annual meeting of FTN will be held in May or June. This meeting will be held on the regular FTN email list and does not require a physical gathering of the members. A quorum for this meeting will be 10% of the current membership. It will be a “State of the Club” message from the president, with a question and answer session afterwards. All will be conducted in one 24 hour session.
SECTION II – Board Meetings
There shall be regular meetings of the Board of Directors, in addition to the annual meeting. A quorum for such meetings shall be a majority of the Board. Board meetings shall be conducted by electronic mail, and do not require a physical gathering of the Board members. No regular meetings need be scheduled. The Board shall conduct all business via email through the Yahoo Groups site in order that all business is permanently recorded.
SECTION III – Order of Business
The order of business of any FTN Board meeting shall be at the discretion of the Board.
SECTION IV – Voting
Each member, or, if there is more than one member in a household, each household, will count as one vote.
The only time general membership is required to vote is each year when Board member positions become available.
If the candidates for the Board chosen by the Membership committee are the only ones nominated, then they will automatically be elected to office. Under those circumstances no general election would be necessary.
ARTICLE IV – Board of Directors
SECTION I – Officers and Member at Large
The Board of Directors shall consist of the President, Vic-President, Secretary, Treasurer, and one Board Member at Large.
These Board members shall perform the duties prescribed by these By-Laws.
SECTION II – Term of Board Service
All Board members shall serve a two year term, unless they are appointed to fill a vacancy and then they will serve for the rest of the term of the person they are replacing. Any officer or Board member may run for re-election until they are unwilling to continue in that capacity or lose an election for that position. The Nominating Committee may elect to nominate another person for any position on the Board. The person currently holding that position may have their name nominated to run against the Nominating Committee’s nominee. No officer shall hold more than one office at a time. New Officers take office on April 1 of the year that they are elected.
SECTION III – Vacancies on the Board
The Board of Directors shall designate by a majority vote, new officers or Board members to fill any vacancies due to resignations or due to the Board relieving any officer or Board member of his/her duties.
All Board members shall be elected for a two year term by email or surface mail. Elected Board members will take office on 1 April of the year that they are elected. Nothing in these by-laws shall be construed to prohibit the re-election of a Board to the same position.
Any Board member that refuses to perform his/her duties on the Board, may be removed from the Board. No Board member shall be personally liable for the debts or obligations of the Corporation unless bad faith or fraud can be proved in a court of law.
SECTION IV – REMOVAL AND RESIGNATION
Any Board member may resign from their position on the Board by sending a letter to the Secretary or an email to the FTN Board email list. Their resignation will take effect upon receipt of said notice by the Board or the Secretary and announced on the Board email list or at any later date specified therein.
Each person on the Board shall treat every other member with civility and respect. Personal agendas will not be tolerated in any form. Differences of opinion are to be expected, and they will be resolved in a civil fashion. The primary focus of this Board is the advancement of FTN, anything that undermines this focus and is detrimental to the function of FTN shall result in the immediate expulsion of said Board member(s). Any Board member may be removed, either with or without cause, by the Board of Directors, at any time, by a majority vote of the Board.
ARTICLE V – Committees
The president, with the approval of the Board of Directors, may each year appoint standing committees to advance the work of FTN. Such committees shall be subject to the final authority of the Board of Directors. Special committees may also be appointed by the Board to assist an ongoing project.
Any committee appointments may be terminated by a majority vote of the Board of Directors. The president, with Board approval, may appoint successors to those persons whose services have been terminated.
The Chair or member of any committee need not be a Board member. The Committee Chair may choose members willing to serve on said committees.
ARTICLE VI – Amendments
The Board of Directors, by a majority vote, may amend the by-laws and constitution at any time.
Any member in good standing may propose an amendment in writing to the Board for consideration.
ARTICLE VII – Dissolution
The organization may be dissolved at any time by the written consent and agreement of 100% of the Board of Directors.
Upon the dissolution of this corporation, assets shall be distributed to one or more dog agencies that share the philosophy of FTN, providing they are within the meaning of Section 501 (c) (3) of the Internal Revenue Code (or any corresponding section of any future Federal Tax Code) or shall be distributed to the Federal Government or to a state or local government for a public purpose.