BYLAWS
OF THE
ALASKAN SLED DOG &
RACING ASSOCIATION
(AN ALASKAN NONPROFIT CORPORATION)
REVISED December
2005
P O
(907) 562-2235
ARTICLE
I
NAME
This organization is
incorporated under the laws of the State of
ARTICLE
II
OFFICES
The Corporation shall
maintain its principal office for the transaction of its business within the
Third Judicial District, State of
ARTICLE III
SEAL
The Corporation shall
have a seal.
ARTICLE IV
OBJECT
As set forth in Article
III of the Article of Incorporation, the object for which the Alaskan Sled Dog
& Racing Association, Inc. is organized is exclusively for purposes within
the meaning of Section 501 (c) (3) of the Internal Revenue Code. These purposes
include, but are not limited to, preserving cultural heritage of Alaskan dog
Mushing, preserving and maintaining recreational areas for the youth and public
of Alaska, combating juvenile delinquency, providing cultural and historical
education regarding dog Mushing, and providing education for the prevention of
abusive behavior or cruelty to dogs.
ARTICLE V
MEMBERSHIP
SECTION 1: Classes of Membership
(a) Regular Individual Membership
Regular membership in
the Corporation shall be limited to persons of sound mind who are 18 years of
age, or over. Each regular member shall
have one (1) vote in the management of the Corporation. Regular membership in the Corporation may be
obtained by submitting a properly completed membership application, together
with an initiation fee in an amount established by the Board of the Corporation
and payment of annual dues and any past due obligations of the applicant. In the event an application is rejected, the
applicant shall be barred from reapplying for membership in the Corporation for
a period of six (6) months following the date of the rejection, unless
otherwise permitted by the Board.
(b) Regular Joint Membership
Regular Joint Membership
in the Corporation shall be limited to Husbands and wives, or domestic partners who elect to
apply for joint membership, each of whom are
persons of sound mind who are 18 years of age, or over. Each member in a Joint Membership shall have
one (1) vote in the management of the Corporation. Joint Membership in the Corporation may be
obtained by submitting a properly completed membership application, together
with an initiation fee in an amount established by the Board of the Corporation
and payment of annual dues and any past due obligations of both of the
applicants. In the event an application
is rejected, both applicants shall be barred from reapplying for any membership
in the Corporation for a period of six (6) months following the date of the
rejection, unless otherwise permitted by the Board.
(c) Business Membership
Business Memberships are
available to any owner of a business with at least one owner who is age 18, or
over. Business Members shall have no
voting privileges in the Corporation.
Business Members shall pay annual dues in an amount established by the
Board, and shall be entitled to benefits as established by the Board.
(d) Associate Membership
Associate Membership is
available to any person. Associate
Members shall have no voting privileges in the Corporation. Associate Members shall pay annual dues in an
amount as established by the Board, and shall be entitled to benefits as
established by the Board.
(e) Honorary Membership
The Board of Directors,
acting in its sole discretion, may award an Honorary Membership to any person
it deems to be especially worthy of such membership. Honorary Members shall not be required to pay
initiation fees or annual dues. The
Board may choose to designate an Honorary Membership with voting privileges in
the Corporation.
SECTION
2: Dues and Initiation Fees
Dues for each class of membership
shall be determined from time to time by the Board of Directors, subject to the
approval of the general membership, and shall be published to the public. Initiation fees for Regular or Joint Members
shall be determined by the Board of Directors and shall be paid upon the
submission of a new application or the renewal of a lapsed membership. Renewal of a non-delinquent membership within
the same class of membership, along with payment of current annual dues, shall
not require the payment of another initiation fee. Any renewal of a delinquent membership shall
be accompanied by payment of a current initiation fee. A member choosing to apply for a different
class of membership shall be required to pay an initiation fee with that
application.
In the event an application for
membership is rejected, any current fees or dues accompanying the application
shall be refunded to the applicant. Any
fees or other payment representing undisputed past obligations of the applicant
to the Corporation shall be retained by the Corporation.
SECTION
3: Delinquency
All fees and annual dues associated
with membership in the Corporation are due on or before December 31 of each
year and shall be considered delinquent thirty (30) days after that date. Delinquent memberships may not be voted in
Corporation business. All delinquent
members shall be dropped from the roles and may be reinstated only after filing
a new application in the same manner as new members.
SECTION
4: Probation and Expulsion
Any member of the Corporation may be
placed on probation or expelled from membership upon recommendation by the
Board of Directors and a vote of the membership, when it appears to them that
it is the best interest of the Corporation that such member is so disciplined.
The Board of Directors, with the
approval of the general membership, shall identify specific grounds or category
of grounds which may form the basis for the probation or expulsion of a member
from membership in the Corporation. Such
grounds may extend, as way of example, to conduct by a member that is
considered abusive or cruel to animals, or not in the best interests of the
Corporation or the sport of Dog Mushing.
The process of probation or
expulsion shall be initiated with the submission of a complaint to the Board
alleging one or more of the grounds for expulsion. Any individual, organization or agency may
submit a complaint to the Board for its consideration. The Board shall follow its established
procedures in reviewing complaints and submitting them to the membership for a
vote. A majority vote of those present
is required to place a member on probation or to expel the member from the
Corporation.
A member who fails to satisfactorily
complete a probationary period, or who is expelled from membership, shall not
be eligible to reapply for membership except upon petition to the Board. Upon receiving a petition for renewed
membership, the Board shall decide whether to submit the petition to the
membership for a vote, along with its recommendations to the membership. If a petition for membership renewal is
submitted for a vote of the membership, a majority vote of those present is
required to reinstate the member.
SECTION
5: Inactive Members
Any member of the Armed Forces
transferred from the Greater Anchorage Area may, upon the request of the
member, be carried on the roles as an inactive member. Upon the return of an inactive member, the
member may reapply for active membership, upon the payment of current annual
dues and any past due obligations of the member. If an inactive member returns to the Greater
Anchorage Area and has not reapplied for active membership within one (1) year
of such return, the member shall be dropped from the Corporation membership
roles.
SECTION
6: Junior Alaskan Sled Dog and
Racing Association
The JUNIOR ALASKAN SLED DOG &
RACING ASSOCIATION shall be a division of, and under the sponsorship of, the
ALASKAN SLED DOG & RACING ASSOCIATION, INC.
Children ages 4 to 17 are eligible for membership in the Junior Alaskan
Sled Dog & Racing Association. Upon
reaching the age of eighteen (18) years, a member may apply for membership in
the parent Corporation in the approved manner.
The Junior Alaskan Sled Dog &
Racing Association shall operate under procedures developed by the Board of the
Corporation and shall be responsible to the Board.
The Junior Alaskan Sled Dog &
Racing Association shall determine its own race schedule, with the approval of
the Board of the Corporation, and shall be responsible for its own financial
affairs within the guidelines established by the Board of the Corporation.
ARTICLE VI
Board of Directors
SECTION
1: General Powers
The business and affairs of the
Corporation shall be managed by its Board of Directors.
SECTION 2: Number,
Tenure and Qualifications
The Board of Directors shall be made
up of nine (9) members, to be comprised of the four officers of the
Corporation, plus seven additional (7) members, all of whom shall be elected
from the general voting membership of the Corporation at the annual meeting of
the Board of Directors. The officers of
the Corporation shall serve one-year terms as Directors, and may succeed
themselves. The remaining Directors
shall serve two-year terms. One half of
the non-officer Directors shall be elected each year, with the remaining
Directors continuing on in office for an additional year. The term of each director shall begin
immediately after his or her election.
Directors may succeed themselves.
The Board of Directors of this
Corporation shall have the power to increase the number of Directors from the
number provided in the Articles of Incorporation to any number not exceeding
twenty-one (21) Directors.
Any Director may be removed from
office at any time by a majority vote of the general voting membership. Any
Director may be removed if the director fails to attend three (3) consecutive
meetings without being excused by the Board.
Any Director may resign at any time upon giving notice to the
Board. Upon a mid-term vacancy on the
Board, the Board President, with the approval of the remaining Directors, shall
appoint a new Director, who shall serve for the unexpired term remaining.
To be eligible to be a director, a
person shall be twenty-one (21) years of age or older and shall be a voting
member of the Corporation in good standing. The judgment of the Board as to
qualifications of any member shall be final and binding.
SECTION
3: Meetings
The annual meeting of the Board and
of the Corporation shall be held on the 16th day of December in each
year, or at such time as conveniently thereafter may be stated in a notice
thereof.
The
Board shall hold regular meetings of the membership at such times and places as
is determined by the President, with the approval of the Board. Special meetings of the membership may be
called at any time by the President, or may be called upon request of six (6)
directors, or by twenty-five (25) members of the Corporation. The business to
be conducted at a special membership meeting shall be limited to the subject
identified in the notice of the special meeting.
Special
meetings of the Board may be called at any time by the President or by request
of six (6) directors, and may be held at any time and place, without notice, by
consent of a majority of the directors.
SECTION
4: Notice/Place
No notice need be given of the
annual or any regular meetings unless the time or place is other than that
stated at the prior annual or regular meeting. Notice of any special meeting
shall be given to current members of the Corporation at least two (2) days
previously thereto by means that deemed best to give actual notice except that
no notice shall be required for meetings held by unanimous consent of a
majority of the voting members. Any director may waive notice of any meeting of
the Board. The attendance of a director
at a meeting of the Board shall constitute a waiver of notice, except where the
director attends for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened.
Meetings shall be held at the
offices of the Corporation or such other place as may from time to time be
determined by the Board, the President, or as set forth in the notice.
SECTION
5: Quorum
The majority of the number of
Directors shall constitute a quorum for a meeting of the Board. But if less than a majority of the Directors
is present, the meeting may be adjourned from time to time without further
notice.
Ten
voting members of the Corporation in good standing, with no dues owing, shall
constitute a quorum for the meeting of the Corporation.
SECTION
6: Manner of Acting
The act of a majority of the
Directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors.
SECTION
7: Acting Without a Meeting
Any action that may be taken by the
Board of Directors at a properly noticed meeting shall be approved by a
majority of the directors present.
Business transacted at any other meeting of the Board, however called
and noticed, and wherever held, or if no meeting is held, shall be valid if a
majority of all directors execute approval of the business. Such approval shall be contained in the
minutes thereof or any other written record of the action taken. Such written approval shall be made a part of
the minutes of the Board.
SECTION
8: Compensation
Unless a resolution of the Board
shall provide otherwise, no director shall be compensated for service to the
Corporation as a director, except for reimbursement of the director’s approved
expenses incurred in furthering the business of the Corporation. This shall not
preclude any director from serving the Corporation in any other capacity and
receiving reasonable compensation therefore.
SECTION
9: Committees of the Board
The Board of Directors ordinarily
shall operate as a committee of the whole.
However, the President may appoint such standing or special committees,
subject to the approval of the Board, composed of directors and other persons
as is deemed necessary to further the business of the Corporation. The term of all committees will terminate at
the conclusion of the Corporation’s annual election meeting.
SECTION
10: Powers
The Board of Directors shall have
and exercise all powers, without limitation, which are by law allowed the Board
of Directors of a nonprofit Corporation.
The
Board of Directors does not have the authority to waive or amend the duly
adopted Racing Rules without a vote of the voting membership at a regularly
scheduled general meeting for which notice of any proposed amendment or waiver
is sent to the entire voting membership at least ten days prior to said
meeting.
SECTION
11: Indemnification
In acting for the Corporation,
directors may rely upon financial records and reports prepared by agents of the
Corporation. Each director is entitled by right to defense, indemnification and
to be held harmless by the corporation for any liability of any kind arising
out of the performance of the director’s duties which a director may suffer or
for actions threatened against a director arising from the director’s actions
and decisions made for and on behalf of the Corporation to the maximum extent
permitted by law. The Board shall keep
in full force and effect sufficient directors’ liability and errors and
omissions insurance to provide the indemnification required herein.
ARTICE VII
OFFICERS
SECTION
1: Officers
The officers of this Corporation
shall be a President, a Vice-President, a Secretary, a Treasurer and such other
officers as the Board of Directors shall deem necessary and proper to expedite
the affairs of the Corporation.
SECTION
2: Term
Officers of the Corporation shall
serve one (1) year terms.
SECTION
3: President
The President shall preside at all
meetings of the Corporation and perform all duties incident to that
office. The President shall, subject to
the approval of the Board of Directors, appoint all committees and shall be an
ex-officio member of all committees of the Corporation. The President may, at the annual meeting of
the Corporation and at such other times as he or she may deem proper, recommend
to the membership or the Board of Directors such matters and make such suggestions
as may tend to promote the prosperity and increase the usefulness of the
Corporation.
SECTION
4: Vice-President
In the absence of the President, the
Vice-President shall act in the President’s place and stead and shall be vested
with all of the powers and perform all of the duties of the President, in that
event.
SECTION
5: Secretary
It shall be the duty of the
Secretary to keep a record of the proceedings of the Board of Directors and of
the membership meetings, to keep the corporate seal of the Corporation and to
affix such corporate seal to all papers requiring the seal of the corporation,
to discharge such other duties as pertain to the office of Secretary and as may
be prescribed by the Board of Directors.
SECTION
6: Treasurer
It shall be the duty of the
treasurer to maintain proper financial records of the Corporation, to receive
and hold the funds of the Corporation and to pay them out as prescribed by the
Board of Directors. The Treasurer shall
furnish and submit at each annual meeting of the membership, and at any other
time as may be prescribed by the Board of Directors, a full statement of the
Corporation’s accounts for the past year.
The Treasurer shall be bonded for a sum not less than Five Thousand
Dollars ($5,000.00), with such bond to be furnished by, and at the expense of
the Corporation. The Board of Directors
may, in its discretion, waive the posting of a bond.
SECTION
7: Salaried Employees
All salaried employees of the
Corporation shall furnish a bond in amounts to be determined by the Board. However, the Board of Directors may, in its
discretion, waive the posting of a bond.
ARTICLE VIII
COMMITTEES
SECTION
1: Appointment
The President of the Corporation
shall appoint the chair of all committees and may appoint the membership of
said committees. All of said appointments shall be subject to the approval of
the Board of Directors and such approval shall require a majority of the
directors.
SECTION
2: Authority of Committees
It shall be the function of each
Committee to investigate and make recommendations within the scope designated
by the president of the Board. The
committee shall make written or oral reports to the Board of Directors at such
times and places as requested by the President.
SECTION
3: Committee Meetings
Meetings of a committee may be
called at any time by the President or by the Chair of such committee.
ARTICLE IX
FUNDS
SECTION
1: Control
The disposition of all funds of the
Corporation shall be under the direction and control of the Board of Directors.
SECTION
2: Uses
No obligations or expense shall be
incurred, and no money shall be appropriated or paid out of general fund,
except for current expenses and for such other purpose as provided in the
Articles of Incorporation. In no event
shall money belonging to the Corporation be expended for other than Corporation
purposes.
SECTION
3: Approval
No disbursement of funds of the
Corporation shall be made in excess of an amount approved by general resolution
of the Board, or which is not expressly contained in the approved budget
authorized by the Board of Directors, unless the same has been otherwise
approved by the Board of Directors. If
the Board of Directors gives emergency approval for the expenditure of funds,
it shall provide notice of such approval in the minutes of the next regular or
special meeting of the Board.
SECTION
4: Receipts
1. The
receipts from the membership dues and other sources, when the disposition
thereof is not specifically designated, shall constitute the general fund of
the corporation.
2. Receipts
from charitable gaming activities conducted under AS 05.15 shall be separately
accounted for within the general fund of the Corporation. Upon the Corporation’s dissolution, any net
proceeds from charitable gaming conducted under AS 05.15 which shall remain in
the Corporation’s general fund shall be transferred to a charitable
organization as defined under AS 05.15.690(5) or another qualified organization
that is authorized to conduct an activity under AS 05.15, as determined by the
Board
ARTICLE X
ELECTIONS
SECTION
1: Date of Election
The election of the Officers and the
Board of Directors shall be held at the Corporation’s regular elections
meeting, to be held at a date and time established by the Board of Directors.
SECTION
2: Nominating
The Board of Directors shall appoint
a nominating committee of active members in good standing who are not members
of the Board of Directors. The
Nominating committee shall prepare a list of candidates willing to stand for
election to office, to be placed on the official ballot. At least thirty (30)
days prior to the date set for the election, the President shall ask for
nominations from the floor. The name of any voting member in good standing,
nominated for and properly seconded, shall be placed on the official
ballot. Nominations of candidates for
office shall close at least twenty-one (21) days prior to the date set for
election.
SECTION
3: Voting
All voting shall be by
secret ballot. Ballots shall be
constructed so that the identity of the member can be determined without seeing
the manner in which the member has voted and so that such identification of the
member can be removed from the ballot before the ballot is counted. A ballot shall be mailed to each voting
member in good standing at least fourteen (14) days prior to the date set for
the election. Each such member shall be
entitled to vote only one ballot in the election. No proxy voting shall be allowed. Mailed ballots for the election shall be
received on or before the date set for the election. Ballots not timely received, shall not be
counted.
SECTION
4: Inspection of Election
Ballots shall be counted at a
general meeting of the Corporation called for that purpose, in conformity with
such rules and regulations as the Board of Directors may adopt. The President shall appoint from voting members
in good standing, who are not candidates, a committee of three (3) inspectors
of election, whose duties shall be to conduct and supervise the election, to
receive the ballots and determine the validity of each, to count the ballots
and to report the results of the election to the Board of Directors. The Secretary shall prepare a current list of
all members entitled to vote and shall maintain a record of each member voting
in the election. The Secretary shall
ensure that any required identification of a voting member contained with the
ballot is removed before delivering the ballot to the inspectors of the
election.
ARTICLE XI
GENERAL PROVISIONS
SECTION
1: Salaries
The salaries of employees of the
Corporation shall be fixed by the Board of Directors.
SECTION
2: Liability
The Board of Directors shall not
make obligations or incur liabilities on the Corporation in excess of the net
income of the corporation without prior approval of the membership. No contract
or agreement shall be binding upon the Corporation unless said contract or
agreement is authorized by the Board of Directors of the Corporation, evidenced
by a resolution by the Board of Directors. Any contract or agreement shall be
signed by the President and the Secretary of the Corporation, unless otherwise
authorized by resolution of the Board.
SECTION
3: Parliamentary Rules
Corporation meetings, including
those of the Board of Directors shall be conducted according to, and be
governed by, the latest edition of Roberts’ Rules of Order.
ARTICLE XII
FISCAL YEAR
The fiscal year of the Corporation
shall be the calendar year, January 1 to December 31.
ARTICLE XIII
SPECIAL PROVISIONS
The Corporation shall have no
authority to take any action, and shall take no action, which is prohibited for
nonprofit Corporations or which jeopardizes the Corporation’s tax exempt status
under the laws of Alaska or the United States of America.
ARTICLE XIV
AMENDMENTS
SECTION
1: Amendment of Bylaws
These bylaws may be amended or
altered by a two-thirds (2/3) vote of those present at any regular or special
meeting of the Corporation, provided notice of proposed changes has been mailed
to each voting member not less than ten (10) days prior to the date set for
such meeting.
SECTION
2: Approval
All proposed amendments shall first
receive the approval of the Board of Directors.
KNOW ALL MEN
BY THESE PRESENTS: that the undersigned Officers of the Alaskan Sled Dog &
Racing Association, Inc. do hereby certify that the above and foregoing Bylaws
were duly adopted by the Board of Directors as the Bylaws of the Corporation,
this ________ day of ________________, 2005.
___________________________
___________________________
President, Ken Ford
Secretary, Kevin Wright