Section 1. OPERATION AS A CLUB
Missouri Earthdogs is a
Club which is organized as a Missouri Not for Profit
Corporation. In these by-laws it will be referred to as
Section 2. OFFICES
The principal office of
the Club shall be at such place in the State of Missouri
as the Board of Directors may from time to time
determine by resolution. It may have such other
offices, either within or without the State of Missouri,
as may from time to time be authorized by the Board of
Section 1. CLASSES OF MEMBERS
The Board of Directors
(hereinafter the “Board”) may, from time to time, create
two or more classes of membership, and may create
sub-classes within any of the enumerated classes or
additional classes of membership created pursuant
hereto. The Board also may combine or eliminate classes
of membership, provided that no change in a membership
category may deprive a person of membership unless there
is provided a procedure which allows the person to apply
for and obtain immediate membership in another class.
The Board shall specify the qualifications for
membership in each class, and the voting rights and dues
applicable to each class.
Section 2. ELECTION OF MEMBERS.
Any person who meets
the applicable requirements and is interested in
becoming a member of the Club shall submit a written and
signed application, on a form approved by the Board of
Directors, to the Secretary of the Club. On approval of
his or her application by the Board of Directors and
payment of the required initiation fee and dues, the
applicant shall become a member of the Club.
Any applicant who has
been disapproved by the Board of Directors may request
reconsideration according to such procedure as may be
established by the Board of Directors.
Section 3. VOTING RIGHTS.
Each member shall be
entitled to vote on any business coming before the
membership at any duly constituted meeting of the
membership where a quorum of the membership is present
according to the voting power provided for each member.
Members may not vote by proxy.
Section 4. QUORUM.
A quorum at any meeting
of the membership shall be five (5%) percent of the
Club’s members present in person.
Section 5. PLACE.
The annual meeting of
membership will be held immediately following the
completion of the Club’s Fun Day held in March of each
year, at the location where such event is held. If the
Club does not hold a Fun Day in March of a given year,
then the annual meeting of membership shall be held at
such suitable place as the Board of Directors may
announce, and shall be held no later than April 30. The
annual meeting of the Board of Directors will be held
immediately after the annual meeting of the membership.
Section 6. TERMINATION OF
The Board of Directors,
by affirmative vote of three-fifths (3/5) of all of the
members of the Board, may suspend or expel a member
after an appropriate hearing, and, by a majority vote of
Board members at any regularly constituted meeting, may
terminate the membership of any member who becomes
ineligible for membership.
Section 7. RESIGNATION.
Any member may resign
by filing a written resignation with the Secretary.
Section 8. REINSTATEMENT.
On written request
signed by a former member and filed with the Secretary,
the Board of Directors, by the affirmative vote of
three-fifths (3/5) of the members of the Board, may
reinstate such former member to membership on such terms
as the Board of Directors may deem appropriate.
Section 9. HONORARY MEMBERS.
Board of Directors may, at its discretion, elect any
person as an Honorary Member. Honorary Members shall be
exempt from dues and shall not have the right to vote or
BOARD OF DIRECTORS
Section 1. GENERAL POWERS.
The affairs of the Club
shall be managed by its Board of Directors. Directors
need not be residents of the State of Missouri but must
be a member in good standing of the Club.
Section 2. VOTING RIGHTS.
Each director shall be
entitled to one (1) vote on any business coming before
the Board at any duly constituted meeting of the Board
where a quorum is present.
Section 3. QUORUM.
Three or more directors
shall constitute a quorum for the transaction of
business at any meeting of the Board; but if less than a
quorum of the directors are present at any meeting, the
directors who are present may adjourn the meeting from
time to time without further notice.
Section 4. NUMBER, TENURE, AND
There shall be five (5)
directors of the Club who shall serve terms of three (3)
years with terms staggered so that no more than two (2)
directors shall be elected each year. Directors shall
be elected by the members at the Annual Meeting of the
membership. As of the date of amendment of these
by-laws the persons serving as the Board of Directors of
the Club and the year in which their term expires are:
Mike Hayes 2010
Bettina Woolbright 2011
Jerry Waelterman 2011
Kate Peterson-Behan 2012
Boomer Fischer 2012
Any person succeeding
to the office of a director shall serve the same term as
their predecessor, provided however, that no person may
serve as director for more than six consecutive years.
Section 5. ANNUAL MEETINGS.
The annual meeting of
the Board of Directors shall be held on the same day and
in the same location as, and immediately following, the
annual meeting of the membership.
Section 6. SPECIAL MEETINGS.
Special meetings of the
Board of Directors or of the membership may be called by
or at the request of the President or any two (2)
directors, or at the written request of a majority of
all Club members in good standing as of the date of the
request. Such special meetings shall be held at 8767
John McKeever Road, Pacific, Missouri, 63069 or at such
other place as the directors may determine.
Section 7. BOARD DECISIONS.
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,
unless the act of a greater number is required by law or
by these By-Laws. With the approval of the President,
members of the Board may participate in and act at any
meeting of the Board through the use of a conference
telephone or other communications equipment by means of
which all persons participating in the meeting can hear
and speak to each other. Participation in such a
meeting shall constitute attendance and presence in
person at the meeting of the person or persons so
participating for all purposes, and actions taken shall
be treated as if taken when the member was present in
Section 8. VACANCIES.
Any vacancy occurring
in the Board of Directors and any directorship to be
filled by reason of an increase in the number of
directors, shall be filled by vote of the Board of
Directors. A director appointed to fill a vacancy shall
serve for the unexpired term of his predecessor in
Section 9. COMPENSATION.
Directors shall not
receive any compensation, remuneration or benefit for
their services. Nothing herein contained shall be
construed to preclude any director from serving the Club
in any other capacity and receiving commensurate
NOTICE OF MEETINGS
Section 1. NOTICE OF ANNUAL
Notice of any annual meeting of the Board of Directors
and of the membership shall be given not less than
thirty (30) days nor more than ninety (90) days prior
thereto by written notice
delivered personally or
sent by mail, fax or email to each director and member
at his address or fax number as shown by the records of
the Club. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail in a
sealed envelope so addressed, with postage thereon
pre-paid. If notice is given by fax, such notice shall
be deemed to be delivered when the confirmation copy so
indicates. If notice is given by email, such notice
shall be deemed delivered when sent, and the sender
shall maintain a confirmation copy thereof. Any
director or member may waive notice of any meeting. The
attendance of a director or member at any meeting shall
constitute a waiver of notice of such meeting, except
where a director or member attends a meeting for the
express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or
convened. The business to be transacted at the annual
meeting shall be specified in the notice of such
meeting. All Board Members and members will provide a
mailing address, fax number and email address to the
Secretary of the Club and promptly update that
information should a change occur.
Section 2. NOTICE OF SPECIAL
Notice of special
meetings of the Board of Directors or of the membership
shall be give to the Board or to the membership, as the
case may be. Notice shall be given not less than five
(5) nor more than (30) days prior to the meeting.
Notice shall be governed by the provisions of Section 1
above. Notice to the membership is not required for
special Board meetings, except such meetings as are
called at the request of a majority of Club members
under Article Three, Section 6 above.
All meetings of the
Club will be conducted in accordance with the latest
Edition of Robert’s Rules of Order. Article Four,
Section 2 notwithstanding, and except for meetings of
the Board called by a majority of the Club members under
Article Three, Section 6 above, any action taken by the
Board of Directors may be taken without a meeting if all
members of the Board consent in writing and if action so
taken is reduced to writing and included with the Club’s
Section 1. OFFICERS.
The officers of the Club
shall consist of President, Vice-President, Treasurer
and Secretary, and such other officers as may be elected
in accordance with the provisions of this article. They
shall be known as the Executive Committee. The Board of
Directors may elect or appoint such other officers,
including one or more assistant treasurers, as it shall
such officers to have the
authority and perform the duties prescribed, from time
to time, by the Board of Directors. Any two or more
offices may be held by the same person, except the
offices of President and Secretary.
Section 2. ELECTION AND TERM OF
The officers of the
Club shall be elected by the Board of Directors for such
terms (not to exceed three consecutive years) as the
Board may designate. Each officer shall hold office
until his successor has been duly elected and qualifies.
Section 3. REMOVAL.
Any officer elected or
appointed by the Board of Directors may be removed by
the Board of Directors whenever, in its judgment, the
best interests of the Club would be served thereby, but
such removal shall be without prejudice to the contract
rights, if any, of the officer so removed.
Section 4. VACANCIES.
A vacancy in any office
because of death, resignation, removal,
disqualification, or otherwise, may be filled by the
Board of Directors for the unexpired portion of the
Section 5. POWERS AND DUTIES.
In addition to the
following specified duties, the several officers shall
have such powers and shall perform such duties as may
from time to time be specified in resolution or other
directives of the Board of Directors. All officers will
act in the best interests of the Club at all times.
President shall be the chief executive officer and shall
have powers as usually devolve upon that office. He or
she shall be ex-officio a member of all committees.
Vice-President, in the absence of the President, or in
the event of his or her death, resignation, or inability
to act, shall perform his or her duties.
Secretary shall keep the records of all the meetings of
the Board of Directors and the Executive Committee. He
or she shall have charge of the charter, certificates,
and records of the group, and all notices of the
meetings shall be sent out in his or her name.
TREASURER. The Treasurer shall have charge of
the financial affairs of the Club, subject in all
matters relating thereto to the control of the Board of
Directors and as otherwise provided in these By-Laws.
The Treasurer shall keep, or cause to be kept, regular
and faithful accounts in proper books of all monies and
securities that may come into his or her hands and of
all receipts and expenditures connected with the same.
On his or her books there shall be kept a clear
statement of the purposes and conditions relating to
each Trust Fund or Fund received for designated
purposes. His or her books and accounts at all times
shall be open to the inspection
of any member of
the Board of Directors. At the expiration of his or her
term of office, the Treasurer shall account to and make
a proper settlement with and turn over his other books
as Treasurer to his or her successor and such settlement
shall be subject to the approval of the Board of
Directors or the Executive Committee, and the fact that
such settlement has been made shall be reported at the
next meeting of the Board of Directors and noted on its
records. The Treasurer shall prepare all governmental
reports as necessary, i.e. payroll, and shall forward
all such reports in a timely manner to the President
(when accompanying disbursements are required) or shall
be responsible to submit to the appropriate governmental
office if no such disbursements are necessary.
Except for the
Executive Committee, there shall be no standing
committees, but the President shall have the privilege
of appointing special committees for the purpose of
expediting specific functions of the Club. One (1)
director must be a member of such committee and members
of such committees must be members of the Club, but the
designation of such committees and the delegation
thereto of authority shall not operate to relieve the
Board of Directors, or any individual director, of any
responsibility imposed on him or her by law.
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. CONTRACTS.
The Board of Directors
may ratify or authorize any officer or officers or agent
or agents of the Club, in addition to the officers so
authorized by these By-Laws, to enter into any contract
or execute and deliver any instrument in the name of and
on behalf of the Club, and such authority may be
general. No member has the authority to bind the Club
except as may be approved in advance or ratified by the
Board of Directors.
Section 2. CHECKS, DRAFTS, OR
All checks, drafts, or
orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the Club
over One Thousand Dollars ($1,000.00) shall be signed by
two (2) officers of the Club, and in such manner as
shall from time to time be determined by resolution of
the Board of Directors.
Section 3. DEPOSITS.
All funds of the Club
shall be deposited from time to time to the credit of
the Club in such banks, trust companies or other
depositories as the Board of Directors may select.
Section 4. GIFTS.
The Board of Directors
may accept on behalf of the Club any contribution, gift,
bequest, or devise for any purpose of the Club.
BOOKS AND RECORDS
The Club shall keep
correct and complete books and records of account and
shall also keep minutes of the proceedings of its
members, Board of Directors, and committees having and
exercising any of the authority of the Board of
Directors, and shall keep at the principal office a
record giving the names and addresses of the members
entitled to vote. All books and records of the Club may
be inspected by any member for any proper purpose at any
The Club’s fiscal year
for accounting and other purposes shall be from January
1 through December 31.
Section 1. ANNUAL DUES.
The Board of Directors
shall determine from time to time the amount of annual
dues payable to the Club by members , and shall give
appropriate notice to the members by publication in the
newsletter or on the website.
Section 2. PAYMENT OF DUES.
Dues from new members
shall be accepted any time during the year. Dues paid
after October 1 will be applied to current and also to
the next year.
Section 3. DEFAULT AND TERMINATION
Renewing members whose
dues have not been received by January 1 may thereupon
be terminated by the Board of Directors as provided
Section 1. NEWSLETTER
The official newsletter
of the Club shall be titled “Earthdog News” or such
other site as the Board of Directors shall approve. If
possible, it shall be issued at least two (2) times
annually but not to exceed six (6) times annually and
its issuance shall adhere to a budget determined by the
Section 2. WEB SITE
The official website of
the Club shall be www.moearthdogs.org or such other site
as the Board of Directors shall approve. Its upkeep
shall adhere to a budget determined by the Executive
The Club hereby
formally adopts a policy of nondiscrimination in every
aspect of its existence and operations. There shall be
no discrimination against any person by reason of race,
religion, age, handicap, disability, sex or national
origin with respect to employment, Board membership or
any other act of the Club.
The Club is organized
as a social and recreational club within the meaning of
Section 501(c)(7) of the Internal Revenue Code, or
corresponding section of any future federal tax code.
part of the net earnings of the Club shall inure to the
benefit of, or be distributable to its members,
trustees, officers, or other private persons, except
that the Club shall be authorized and empowered to pay
reasonable compensation for services rendered and to
make payments and distributions in furtherance of the
purposes set forth in Article Fourteen hereof. No
substantial part of the activities of the Club shall be
the carrying on of propaganda, or otherwise attempting
to influence legislation, and the Club shall not
participate in, or intervene in (including the
publishing or distribution of statements) any political
campaign on behalf of any candidate for
office. Notwithstanding any other provision of these
articles, the Club shall not carry on any other
activities not permitted to be carried on by a Club
exempt from federal income tax under Section 501(c)(7)
of the Internal Revenue Code, or corresponding section
of any future federal tax code.
Upon the dissolution of
the Club, the Board of Directors shall, after paying or
making provisions for the payment of all the liabilities
of the Club, dispose of all the assets of the Club
exclusively for the purposes of the Club in such manner,
or to such organization or organizations organized and
operated exclusively for charitable, educational,
religious, or scientific purposes as shall at the time
qualify as an exempt organization or organizations under
Section 501(c)(3) of the Internal Revenue Code of 1986
(or the corresponding provision of any future United
States Internal Revenue Law), as the Board of Directors
shall determine. Any such assets not so disposed of
shall be disposed of by the Circuit Court of the county
in which the principal office of the Club is then
located, exclusively for such purposes or to such
organization or organizations, as said court shall
determine, which are organized and operated exclusively
for such purposes.
These by-laws may be
amended or modified by the written consent of
three-fifths of the Board of Directors at a duly called
annual or special meeting.
The Club shall
indemnify any director, officer or committee member
against all liabilities, claims, judgments or penalties,
whether actual or threatened, which are asserted against
them in connection with such person’s participation as a
director, officer or committee member of the Club,
including reimbursement of such person’s reasonable
expenses and costs of defense actually and necessarily
incurred, except such expenses and costs related to any
matter as to which the director, officer or committee
member is derelict in the performance of his or her