Membership Packet GF eSig
This Membership Agreement, herein referred to as "Agreement", when signed by the applicant and accepted by "Chesapeake Bay Retrievers Relief & Rescue, Inc.", herein referred to as "CBRR&R" or the "Corporation" constitutes a binding contract between CBRR&R and the individual executing the signature page of this Agreement, herein referred to "Member". Membership rights, privileges and obligations commence when the Agreement is signed (or by providing an electronically signature, "e-signature") as of May 28, 2023. By providing e-signature below, the Member acknowledges they have read, understand, and are legally bound to full contents of this Agreement.
Any and all membership privileges obtained through this Agreement may be revoked or changed at any time with prior notice to Member.At any point during this membership the Member may change their membership titles with prior written notice to CBRR&R. Member agrees they meet all membership requirements, stated herein, and will notify CBRR&R if any requirements are not met during the time of the membership term.Member information will be documented as below but may be updated or changed at any point of agreement term.
Member Phone: Member Email:
Application ID: Type: Primary Member: Primary Members full Name: Primary Members Email:
The mission of CBRR&R is to array the members of CBRR&R, breed clubs, breeders and fanciers into a rescue network to assist in rescue of purebred Chesapeake Bay Retrievers, herein referred to as "CBR".
CBRR&R will provide ongoing information and support to interested people, clubs, breeders and fanciers to ensure the humane and effective rescue of any CBR in need. This is a volunteer effort created solely for the welfare and protection of the Chesapeake Bay Retriever breed.
As devotees of the Chesapeake Bay Retriever, we hope for, support and encourage the effort of clubs, organizations and individuals to rescue adoptable, purebred dogs from animal shelters, owners who no longer care for their dogs in a responsible way, or strays found wandering at large. Additionally, we hope to provide a forum where responsible breeders can list returned dogs.
We are dedicated to finding responsible and loving homes for Chesapeake Bay Retrievers. Our goal is to educate the public, breeders and fanciers on responsible dog ownership including spaying and neutering of pets, behavioral guidelines to ensure problem behaviors are dealt with before the dog is abandoned and to inform prospective CBR owners of the special qualities, characteristics and requirements of our breed before they acquire a Chesapeake Bay Retriever. With proper education, we hope to greatly reduce the number of purebred Chesapeake Bay Retrievers from any and all rescue programs. It is imperative as owners of Chesapeake Bay Retrievers that we make every effort to care for our own breed.
Chesapeake Bay Retriever Relief & Rescue (CBRR&R) establishes this Code of Ethics which states the minimum responsibilities and practices that shall be maintained by all members of this organization. As a Member of CBRR&R I will,
IMPLEMENTATION OF CODE OF ETHICS All infractions of the Code should be reported in writing to the CBRR&R President, and will be handled in accordance with the By-Laws, Operating Guidelines, and Procedures of CBRR&R. Members are urged to bring to the Board any problems which confront them in their efforts to comply with the Code. Agree
Member Initials: Date Signed: May 28, 2023
Section 1.1: Name - The Name of the Corporation shall be “Chesapeake Bay Retriever Relief and Rescue, Inc.” herein after referred to as ” CBRR&R, Inc.” or the “Corporation”.
Section 1.2: Mission and Purposes - (a) The mission of CBRR&R, Inc. shall be to engage in and facilitate the rescue and placement of purebred and mixed breed Chesapeake Bay Retrievers. These dogs may be abandoned, found in shelters, abused, neglected, surrendered by the current owner, or for any other reason be in need of a new home and/or assistance. Additionally, the organization will provide assistance and education to the general public and to prospective, new and current owners of Chesapeake Bay Retrievers and Chesapeake Bay Retriever mixes, in regard to responsible ownership, the nature of the breed, and the importance of spaying and neutering animals other then breeding stock. (b) In addition to carrying out the mission stated in the previous paragraph, CBRR&R, Inc. may have as its purpose, any and all of the purposes and powers permitted by the New York Not-For-Profit Corporation Act for a type B not-for-profit corporation.
Section 1.3: Not for Profit Status and Earnings. (a) CBRR&R, Inc. shall not be conducted or operated for profit. No part of the earnings of CBRR &R shall inure to the benefit, or be distributed to its members, trustees, officers or other private persons; except that CBRR&R shall be authorized and empowered to pay reasonable compensation for services rendered and to make payment distributions in furtherance of maintaining its status as a corporation whose purposes satisfy the requirements of Section 501 (c)(3) of the Internal Revenue Code. (b) CBRR&R shall not carry on activities not permitted to be carried on by (i) 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); or by, (ii) a cooperation, 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).
Section 1.4: Offices and Addresses (a) Principle and Registered Office. The initial registered primary and principle office of the Corporation shall be 11 Stewart St. Dolgeville, 13329, in the County of Herkimer, State of New York. Thereafter, the Principle and Registered offices shall be deemed to be that of any Officer for purposes of legal notice with duty appropriate documentation to be kept by each officer. All books, records and documentation related to the Corporation shall be deemed the property of the Corporation. All books and records shall be kept at the principle, registered office and all notices must be received at the Principle and Registered office in order for the Corporation to be deemed to have received legal notice. (b) Other designated Offices. The Chesapeake Bay Retrievers Relief & Rescue, Inc., Board of Directors, herein referred to by "Board of Directors", or "BOD", by a simple majority, may designate additional sites as office(s) of the Corporation in order to conduct the business of the Corporation. Excluding the registered, primary and principle office site referenced in this Article, all additional office site designations shall be deemed to expire annually at the end of the calendar year. The Board may chose, via a simple majority, to renew the designation of expired sites for one year. The Board of Directors may withdraw all office designations other than that of the principle, registered and primary office (s), by simple majority vote, citing that it is in the best interests of the Corporation to do so. All votes taken pursuant to this subsection must be determined by the Board of Directors to be in the best interests of the Corporation. (c) Whenever a designated site, exclusive of the registered, primary and principle site(s), loses designated status for any reason, all books, records and property of the Corporation shall be immediately deposited at said registered, primary and principle site(s). Records shall include but not be limited to, all written records at the undesignated site, fiscal records, secretarial reports, membership lists, correspondence and other materials usually and customarily deemed the property of the Corporation.
Section 2.1: Term and Determination of Membership (a) Term of Membership. All membership shall expire at the end of twelve months except in circumstances wherein the BOD, by a simple majority vote, agrees it is in the best interest of the Corporation to extend such term. (b) Determination of Type of Membership Category. The type of membership assigned to any applicant for membership shall be at the request of the applicant and/or CBRR&R BOD. Final determination of membership category and/or eligibility shall be determined by a simple majority of the CBRR&R BOD. In making a determination, the BOD may consider the applicant’s request as well as the recommendations of the membership committee and appropriate Regional Director. Affiliate members shall have all the rights and privileges of membership.
Section 2.2.A. Types of Membership (1) Categories of Membership. There shall be three categories of membership open to those who subscribe to the mission and purpose of the Corporation as follows: Regular, Family and Affiliate (a) Regular Membership. Regular Membership shall be open to all natural persons, (i.e. Individuals) 18 years of age and older who have not been convicted of, pled guilty to, or pled nolo contendere to animal cruelty, neglect, abuse or any action or inaction that jeopardized the lives and well-being of animals, in a duly convened and authorized court of law, administrative hearing or in a proceeding before a professional, licensing, breed, animal welfare or advocacy organization. (b) Exclusions from Regular Membership. Regular membership is not open to corporations, corporation like or other similar entities, or to individuals owning, serving in a leadership capacity or representing such, corporations or corporation-like entities dedicated primarily to the rescue of CBR and/or CBR mixed breed dogs. An individual may not be approved for a regular membership and represent deliberately or by circumstance a corporation, corporation like or other entity with a network, formally or informally structured, dedicated to the rescue of CBR and CBR mixed breed dogs. Breed clubs shall not be deemed organizations primarily dedicated to rescue for these purposes. The BOD reserves the right to disapprove an applicant not meeting the criteria for regular membership and/or to offer an affiliate membership to the applicant. (c) Family membership. A family not otherwise excluded by virtue of being an Affiliate Member as described below shall be eligible for the subcategory of Regular Membership in the same manner as a natural individual person as specified in this Section 2.2. and shall have all of the rights, privileges, duties, obligations and characteristics applicable to an individual regular member. Families may join CBRR&R and will be allowed one vote per paid membership. Individuals under 18 years of age may not be members except as they participate in rescue activities with or under the aegis and authority or a parent or duly appointed guardian who shall assume all responsibility for actions taken in regard to rescue activities. (2) Characteristics of Regular and Family Memberships. (a) All Regular Memberships and Family Memberships shall have one vote per paid membership, may hold elected office in the Corporation, may serve on committees of the Corporation and have all the normal duties, rights, privileges, obligations and responsibilities provided to a member in good standing by the By-laws, rules, regulations, procedures and policies of the Corporation. (b) A regular or family member as defined in Section 2.2 (a) shall not, as such, be personally liable for the debts, liabilities or obligations of the Corporation. (c) No person may hold more than one regular or family membership. Membership in the Corporation shall not be assigned or otherwise transferred during the life of the member inter vivos by any member in good standing, nor shall membership vest to any personal representative, heir, guardian, trustee, conservator or designee of a deceased or incapacitated member.
Section 2.2B: Characteristics of Affiliate memberships. (1) Affiliate membership shall be open to those persons meeting the character and competence requirements as described in Section 2.1:A concerning Eligibility regular membership and who also have a decision making role in another organization dedicated to the rescue of CBR and/or CBR mixed breed dogs. (2) Purpose and Policy. Affiliate memberships are intended to enable the continuation of mutually beneficial relationships with persons who were members in good standing of CBRR&R as of 2003, but subsequently formed or assumed a leadership role in another organization dedicated primarily to the rescue of CBR and CBR mix dogs. Affiliate membership is a unique category of affiliation open to a small subset of persons who, while operating or serving in a leadership capacity in a corporation, corporation like or similar organization whose primary purpose is the rescue of CBR and/or CBR mix dogs, have demonstrated the ability to effectively and, without conflict of interest as determined by the CBRR&R BOD, partake in the mission and activities of CBRR&R. Said persons shall have a demonstrated history of: (i)fostering dogs owned by CBRR&R on behalf of CBRR&R as part of usual and customary operations, (ii)representing CBRR&R in any geographic area including that of the other entity, (iii)using CBRR&R resources for CBRR&R dogs and members, (iv) carrying out activities such as but not limited to membership checks, dog evaluations, intake, placement and transport as representatives of CBRR&R without also recruiting to the other organization with the outcome CBRR&R loses members and, (v) shall have taken no action with potential for damaging CBRR&R as determined by the CBRR&R BOD. (3) An affiliate member shall not, as such, be personally liable for the debts, liabilities or obligations of the Corporation.
Section 2.2C: Business Affiliates. In the usual course, as a risk management practice, CBRR&R shall interact with corporations, corporation like or similar organizations and their representatives as business affiliates. While not a membership category, business affiliations may be defined via contracts and memoranda of understanding as determined to be needed in the best interest of the organization by the CBRR&R BOD. Otherwise, the usual and customary standards of business practice shall prevail. Interested business affiliates may be invited to serve on CBRR&R committees except for finance and membership.
Section 2.2D: Dues and Terms of Membership. All members shall pay annual dues. Initial membership dues shall be set solely by a simple majority vote of the Board of Directors. Thereafter, the amount of annual membership dues shall be established by a simple majority vote of the Board of Directors and will take effect when approved by a simple majority vote of all members in good standing of the Corporation who are present and entitled to vote at an annual or special meeting or when a vote is otherwise put to the members by the Board of Directors in keeping with these By-laws, whether the meeting or call to vote is conducted electronically, telephonically, virtually or in person.
Section 2.2E: Membership Terms. Initial effective dates for membership terms shall be set by a simple affirmative majority vote of the Board of Directors. Thereafter, effective dates and terms of membership maybe amended by a resolution approved by a simple majority of members in good standing. All members shall be considered a member in good standing when his/her dues are paid in accord with the policy of the Corporation and when he or she would still be eligible for membership under Section 2.1 (a) above. The BOD or its designee shall implement a process for the orderly renewal of memberships. Application for renewal of a membership shall be evidence of the member’s continued commitment to abide by the current bylaw and operating procedure of the Corporation, Regular members who would be disqualified from initial membership under Section 2.1 above II will not be eligible for membership renewal.
Section 2.3: Application to Membership (a) Each applicant for membership shall apply via a process approved by the Board of Directors, which shall provide that the applicant agrees to abide by these By-laws as they may exist at the time of application and as amended in the future, and the regulations, rules and policies adopted by a simple majority vote of the Board of Directors. Accompanying the application, the prospective members shall submit dues for the current year to the Director, Officer or Agent of the Corporation so designated by a simple majority of the Board of Directors. (b) The initial form and process for membership applications shall be established by a committee appointed by the Board of Directors for said purposes. The initial application process may be amended now and again as needed upon recommendation of the membership committee and/or by a simple majority vote of the to the Board of Directors.
Section 2.4: Election to Membership (a) Applicants for membership may be elected to membership by secret ballot in a closed session at any meeting of the Board of Director. A simple majority of affirmative votes shall be required to elect an applicant. Also, by a simple majority vote the Board of Directors may chose, on an annual basis, to delegate election of members to the Membership Committee. In such an event, the Membership Committee shall advise the Board of Directors of all affirmative actions. Negative actions shall be referred at all times to the Board of Directors to review prior to notification to the applicant. Final determination on disapproved applications shall be made by the Board of Directors by secret ballot with a simple majority. (b) An applicant who receives an affirmative vote by the Board of Directors shall be processed in accord with usual and customary process. (c) An applicant for membership who has received a negative vote by the Board of Directors shall be so advised by the Board of Director’s Secretary within 15 days of said determination; membership dues shall be fully refunded. Eligible applicants who are not approved shall have the right to know why their application was not approved and to reapply in 12 months as part of the annual membership renewal process, except when the reason for denial is based on the terms of Section 2.2 or where a determination has been made by the Board of Directors with input from the acting Regional Director that actions taken by the individual have injured the reputation of the Corporation or are not in accord with risk management practices established by the BOD. In such case, the applicant shall be advised of the Corporation policy in this regard. It is expected that in the usual course applications for membership will be approved.
Section 2.5: Termination of Membership (a) A membership may be terminated: (i) By death or resignation. The death of any member terminates the membership whether or not the Corporation is formally notified of the death. Any member in good standing may resign from the club, upon written notice or statement to the Secretary or other Director, but no resignation shall negate the obligation to pay dues already due and owing to the Corporation. Dues obligations are considered a debt to the Corporation and they are incurred on the first day of the membership term as established by the Board of Directors and membership; (ii) by lapsing, and automatically terminated if such member’s dues remain unpaid by the start of the new term. In no case may a person whose dues are unpaid as of the date of any meeting be entitled to vote at that Corporation meeting, nor may he or she receive any Corporation information. However, the Board of Directors may grant a member an additional 60 days of grace in which to pay dues in meritorious circumstances’ (iii) by expulsion as provided for in Article 6 of these By-laws. (b) At termination of membership, the terminated member must return all Corporation property to the registered, primary and principle office of the Corporation by United States registered mail, or by receipted courier service such as Federal Express, or United Parcel Service. All persons wishing to rejoin the Corporation may reapply for membership as provided in Section 2.3 of these by-laws and, if reelected to membership, he or she shall be considered a regular member.
Section 2.6: Closing of the Membership Books or Fixing of Record Date. For the purpose of determining members entitled to notice of, or to vote at, any meeting of members, or in order to make a determination of members for any purpose, the Board of Directors may chose by a simple majority vote to provide that the membership books shall be closed for at least 10 days immediately preceding such meeting. In lieu of closing the membership books, the Board of Directors may fix in advance a date as the record date for any such determination of members. Such date in any case shall not be more than 60 days prior to the meeting, and in the case of a meeting of members, not less than 15 days prior to the date on which the particular action requiring such determination of members is to be taken. When a determination of members entitled to vote at any meeting of membership has been made as provided in this section, such determinations shall apply to any adjournment thereof.
Section 2.7: Voting and Entitlement to Records. The Officer, Director or Agent having charge of the membership books shall make a complete record of the members entitled to vote at each meeting of the membership or any adjournment thereof before such meeting. Such record shall be maintained and available for access via electronic means or in a physical forum produced and kept open at the time and place of the meeting, and in either case shall be subject to the inspection of any member during the whole of the meeting for purposes of determining the qualifications of members to vote.
Section 2.8: Evidence of Membership (a) The original membership books shall be prima facie evidence of the person(s) entitled to examine the record books, (i.e. members in good standing) or to vote at any meeting of the membership. However, in order to vote in a physical forum, an individual member must present his or her CBRR&R membership or identification card to vote. When voting in an electronic or surface mail medium, an individual member must provide the membership number and official CBRR&R ballot form associated with their name in order to vote. (b) The Corporation shall issue membership identification cards and identification numbers to all members in good standing. The cards shall be replaced and the numbers shall remain with that member so long as he or she remains in good standing. When membership is terminated for any reason and then reinstated, the original number will be reassigned. In no case will the same number be assigned more than once.
Section 2.9: Quorum. (a) Twenty-five percent (25%) of the members of the Corporation entitled to vote whether present in person or represented by proxies present at a meeting shall constitute a quorum at any meeting of the membership for all matters presented at the meeting. A response by 25% of the members entitled to vote, either in person or by proxy shall be necessary to validate any membership vote conducted by mail. (b) For purposes of this section, a vote by proxy for membership meetings is not authorized.
Section 2.10: Voting by Ballot. Voting in any election shall be by secret ballot. Ballots shall be written or electronic at the discretion of the BOD. Voting on other matters in a non-virtual setting shall be by a show of hands or statement of yeah or nay to the motion unless any member requests a secret ballot.
Section 2.11: Manner of Acting. If the required quorum is present or a sufficient number of ballots are received in the case of a membership vote by mail, the affirmative vote of a simple majority shall be the act of the Corporation, unless the vote of a greater proportion or number is otherwise required by law, these Bylaws or the Articles of Incorporation.
Section 2.12: Informal Referendum of Membership. The Board of Directors may submit an issue to the membership for an informal referendum. Any such referendum shall be on such terms and conditions as the Board of Directors may direct.
Section 2.13: Voting by Proxy. (a) Voting by proxy is authorized only for voting by BOD members. When conducting business necessary for the efficient operation of the Corporation and not for the election of officers. Proxies may be given by BOD members to other BOD members for unrestricted periods of time and for multiple issues as long as the BOD member remains in good standing as a member of the Corporation and BOD.
Section 3.1: Annual Meeting. (a) A meeting of the Corporation maybe held annually or as frequently as the BOD sitting at any given time deems in the best interests of the Corporation. Said meeting maybe in a physical or virtual forum depending on the resources of the organization as determined by the BOD at any given time. An annual report may, via a simple majority vote of the BOD, be issued in lieu of an annual meeting. The BOD is deemed to be sitting in a virtual quorum at all time; members shall have access to the BOD via email communication on an on-going basis. (b) So as to encourage participation by as many members in good standing as possible, an annual meeting date may be scheduled with other events related to Chesapeake Bay Retrievers and/or rescue events which Corporation members in good standing might reasonably be expected to attend.
Section 3.2: Electronic, Telephonic or Mail-in Annual Meetings. The Board of Directors shall make every effort to schedule meetings at which members shall be physically in each other's presence. However, recognizing the geographic diversity of the membership, the Board of Directors may, at their discretion, by a simple majority vote, elect to conduct meetings by alternate methods.
Section 3.3: Special Members' Meetings. Special meetings of the membership may be called by the President or by a simple majority of the Board of Directors, and shall be called by the President at the written request of not less then 25% of all regular members of the Corporation entitled to vote at the meetings. The purpose(s) of the special meetings shall be specified in the written request to the President and in the notice to members calling the meeting. Members may request other agenda items to be considered at the special meeting but such requests must be received no later than 5 business days prior to the meeting.
Section 3.4: Notice of Meetings. Notice of meetings shall be deemed to have been given to members in good standing when written notice stating the date, place, day and hour of the meeting of the membership and, in the case of a special meeting, the purpose or purposes for the meeting, is posted as an announcement to the e-mail list and web site provided to the Corporation for rescue communication. Such notice shall be given not less then 10-business days before said meeting. Notice of regular or annual meetings of the members may also be mailed or sent by facsimile to members in good standing. However, any notice that is mailed must be mailed at least 15 business days prior to the date set for the meeting.
Section 4.1: General Powers. The business and affairs of the Corporation shall be managed and conducted under the direction of the Board of Directors on behalf of the regular membership. Control and disposal of the Corporation's funds and property shall be vested in the Board of Directors except as otherwise provided in the New York State Not for Profit Corporation Act, the Corporation's Articles of Incorporation and these Bylaws.
Section 4.2: Voting and Quorum. (a) Each Director shall have one vote on every issue that comes before the Board of Directors. Unless otherwise specified in these Bylaws or the Articles of Incorporation, all approvals or decisions by the Board of Directors under these Bylaws shall require only a simple majority of votes, and shall be recorded on the virtual meeting forum site. Quarterly, the Secretary of the Corporation shall post major, non-confidential actions taken by the BOD for examination by the membership at a physical and/or virtual site as determined by the BOD currently seated. (b) A Director who is present at a meeting of the Board of Directors at which action on any matter is taken, shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting, or unless she/he shall file his written dissent to such action with the secretary before the adjournment thereof. Such right to dissent shall not apply to a Director who voted in favor of such an action. In the virtual world where every Director has the opportunity to vote and a quorum is assumed, only those votes actually placed will be counted, and a simple majority of the votes placed shall cause the motion to be passed. (c) For purposes of voting in person, a quorum shall be 51% of all Directors. For purposes of voting on the Internet, no quorum shall be specified and the meeting shall be considered to be perpetually convened with a quorum present at all times.
Section 4.3: Performance of Duties. (a) A Director of the Corporation shall perform his duties as Director, including his duties as a member of any committee of the Board of Directors upon which he may serve, in good faith, in a manner which he/she reasonably believes to be in the best interest of the Corporation and with such care as an ordinarily prudent person in a like position would use under similar circumstances. In performing his/her duties, a Director shall be entitled to rely on information or financial data prepared or presented by persons or groups listed in this Section, but he/she shall not be considered to be acting in good faith if he/she has knowledge concerning the matter in question that would cause such reliance to be unwarranted. A person who so performs his duties in the manner detailed herein shall have no liability by reason of being or having been a Director of the Corporation. (b) The person and groups on whose information, opinions, reports and statements a Director is entitled to rely are: (i) officers, Regional Director or employees of the Corporation whom the Director reasonably believes to be reliable and competent in the matters presented; (ii) attorneys, public accountants, or other person as to matters which the Director reasonably believes to be within such person’s professional or expert competence; or, (iii) a committee of the Board upon which he/she does not serve, duly designated in accordance with the Bylaws as to matters within its designated authority, which committee the Director reasonably believes to merit confidence. The President, although an Ex-Officio member of all Committees and subgroups, is not precluded from reliance upon their input and recommendations.
Section 4.4: Qualifications. A Director must be a member of the Corporation and must remain in good standing as a member during his/her tenure as Director.
Section 4.5: Number, Eligibility, and Tenure. (a) The number of Directors of the Corporation shall be no less than 5 and no more than 16. Decisions regarding the number of Board members will be made by a simple majority vote of the current Board of Directors. (b) At each meeting of the Board of Directors, the term of each Director's tenure in office shall be reviewed to ensure that the Directors' terms of office are staggered between one year, two years and three years. To this end, Directors shall either specify the length of the term they are willing to serve or shall be assigned a term of office through a random impartial process such as by drawing numbers from a n opaque container. From time to time the Board of Directors shall review the staging of the expiration of Directors' terms and may present revisions of the schedule of the terms' expirations to the members for revision. (c) No Directors serving at the same time may be in an economic or familial relationship such as being related by business, partnership, marriage, birth, adoption, or any other customarily recognized familial or close economic relationship. When the existence of such a relationship is in dispute, determination shall be made by a simple majority vote of the Board of Directors.
Section 4.6: American Chesapeake Club (ACC) Delegate. The President of the Corporation shall be the ACC delegate of Chesapeake Bay Retriever Relief and Rescue Incorporated to the ACC, unless otherwise determined not to be in the best interests of the Corporation by a simple majority vote of the Board of Directors, or if the President declines the position. In such case, the ACC delegate shall be selected from the Board of Directors by a simple majority vote of the Board of Directors.
Section 4.7: Directors' Meetings Generally. Meetings of the Board of Directors may be conducted by electronic or telephonic means as well as convened in the physical presence of a quorum of the Board.
Section 4.8: Electronic and Internet Meetings. (a) The Board of Directors may conduct business by electronic means via the Internet site designated for the CBRR&R Board Group. For purposes of Board of Directors' actions through the CBRR&R Groups site, a quorum is assumed to be present at all times. (b) The Directors shall, in the usual course, have ten days from the date a motion is seconded to vote on it. When deemed necessary for the expedient conduct of Corporation business the person posting the vote may elect to schedule a three-day voting timeframe. Is the period of voting is in dispute by the members of the BOD, a simple majority action shall rule. (c) All seconded motions shall be archived at the CBRR&R Board Group's Internet site and remain a permanent record of the Corporation. Upon expiration of the ten-day voting period, the Secretary of the Corporation shall enter the motion and the Board's vote on it in the minutes of the Corporation.
Section 4.9: Special Meetings. (a) Special Meetings of the Board of Directors may be called by or at the request of the President or any three Directors. The President and Secretary shall be authorized to issue notice to call meetings and may fix the time, form and place for the meeting such that a majority of the Directors can attend. The following provisions pertain to notices of special meetings of the Board of Directors: (b) Written notice of any special meeting of Directors shall be given as follows: (i) at least 15 days prior to the meeting, by mail to each Director at his/her most recent address reflected in the membership records for each Director; (ii) by notice on the Group Internet site, at least 11 days before the meeting; (iii) by personal delivery, telephone, or telegram to the most recent address reflected in the membership record for the Director at least 48 hours prior to the meeting; (iv) in the event such notice is given on a Saturday, Sunday or national holiday, 24 hours shall be added to the required notice.
Section 4.10: Notice of Directors' Meetings Generally. (a) Any Director may waive notice of any meeting, provided it is a signed, written waiver. (b) Attendance of a Director at any meeting shall constitute waiver of notice for that meeting unless the Director attends a meeting for the express purpose of objecting to the transaction of any business on grounds that the meeting was not lawfully called or convened.
Section 4.11: Voting and Meeting Attendance of Directors. (a) The Secretary shall keep a record of the number of meetings attended by each Director and of the votes registered by each Director on each motion or matter before the Board of Directors. (b) Any Director who in any six month period fails to vote on at least 75% of all Board issues, in a virtual, electronic, telephonic or physical forum or any combination thereof, INCLUDING those for which a quorum is assumed to be perpetually present; or any Director who fails to attend at least half of all virtual, telephonic, electronic or physical Board meetings or combination thereof, INCLUDING those for which a quorum is assumed to be perpetually present; shall be automatically removed from the Board of Directors with no action other than a notice issued by the President and recorded in the minutes of the Board of Directors. Notwithstanding this subsection, the Board of Directors, by a simple majority vote, may override automatic removal in individual cases due to extenuating circumstances such as serious illnesses or maternity leave. (c) No Director shall lose his or her status as a member in good standing solely by virtue of being removed from the Board under Section 4.11(b) above. (d) Directors removed from the Board pursuant to this Section 4.11 shall be eligible to seek a position on the Board of Directors in the future.
Section 4.12: Nomination of Directors. Recommendations for Director nominees may be submitted by members, the nominating committee and other Directors. The nominating committee shall, after giving due consideration to all such recommendations and such other persons as it may wish to consider, present a slate of Director-nominees to the membership.
Section 4.13: Election to Office. (a) Following adoption of these Bylaws, the Board of Directors will be elected by vote of the membership to be taken in person or by surface, facsimile or e-mail as determined to be most appropriate by a simple majority of the Board of Directors. A ballot shall be mailed by the Secretary, by surface, facsimile or electronic mail, to each member in good standing at least 30 days prior to close of voting. Each member shall be entitled to cast one vote for each Director being elected. (b) The candidates receiving the highest number of votes as tallied by the Secretary up to the number of Directors being elected, shall be elected Directors. In case of a tie vote for one or more positions of Director, a run-off election between or among the candidates receiving the same number of votes shall be held. Cumulative voting for Directors is not allowed. The selected candidates will be notified prior to the annual meeting and will take office at after that meeting.
Section 4.14: Annual Meetings and Transfer of Records and Property of the Corporation. (a) Each year, following election of Directors at the annual meeting of members, without notice other than this Bylaw, the Board of Directors shall meet to elect officers, approve a budget and conduct such other business as the Board and members place on the agenda. Said meeting shall be held immediately after and at the same place as the annual meeting of membership. The purposes of this meeting shall be: (i) to effect transition of Directors; (ii) to elect new officers; (iii) to transmit from prior officers to new officers all records, accounts and materials pertaining to the business of the Corporation; (iv) and to set forth activities, policies and budgets to carry forward the business of the Corporation; and (v) to act upon any pressing matters involving the Corporation. (b) With sole notice of such requirement for transfer of Corporation assets being set forth by these By-laws, the newly elected Secretary shall record the transfer of all records, accounts, and materials pertaining to the business of the Corporation from the former officers to the new officers for the record. Any failure to transfer such information shall be noted by the Secretary for action by the Board of Directors. (c) In the event a new officer is not present to receive the materials and the information is present, said information shall pass into the custody of the Secretary who shall be charged with the duty to send the material via certified mail or receipted courier service to the designated Officer within 48 hours of adjournment of the meeting. (d) Any prior Officer or Director having records, accounts, books or material essential to the conduct of Corporation's business or which would in the normal, usual and customary course of matters be considered to belong to the Corporation, who fails to submit or effect transfer of said materials in accord with this section shall, at the affirmative vote of a simple majority of the newly elected Board of Directors be removed from membership with no right of appeal. Such removal action and its cause shall be noted in the permanent record of the Corporation. Such individuals will not become eligible for membership for at least 5 years and may not be elected to a position as a Director or Officer at any time for the duration of the Corporation. (e) In the event materials are not made available, the Board of Directors shall direct the Secretary to request by certified surface mail return of such items within 48 hours of receipt of said request to the registered and principle office of the Corporation. If the request is not complied with the Board of Directors is mandated and authorized to retain and hire legal counsel to secure the belongings of the Corporation. Furthermore, notice of the action shall be issued to all members, all accounts in the name of the Corporation or containing funds due to the Corporation shall be attached or seized and other action shall be taken, all as recommended by Counsel, to regain the rightful property of the Corporation.
Section 4.15: Regular Meetings. After the members of the Board of Directors are elected by the membership, the members of the board will promptly conduct an organizational meeting to elect officers, review the state of the Corporation, establish priorities and take the actions necessary to effect the transition of any and all pertinent duties and documents relevant to the change in Board composition and ensure the smooth operation of the Corporation.
Section 4.16: Reports to the Members. Within fifteen days following each non-virtual meeting of the Board of Directors and of the members, the Secretary shall publish a copy of the minutes of that meeting to all members via email.
Section 4.17: Compensation. By resolution of the Board of Directors and irrespective of any personal interest of any of the Directors, each Director may be reimbursed for expenses incurred on behalf of the Corporation after proper authorization of the Board of Directors. No salary shall be paid to a member of the Board of Directors for service on the Board. No member of the Board of Directors may be an employee of the Corporation.
Section 4.18: Officers of the Corporation. (a) The officers of the Corporation shall be a President, at least one Vice-President, a Secretary, and a Treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary by the Board of Directors may be elected by the Board of Directors. Two or more offices may not be held by the same person. (b) Officers of the Corporation shall be elected annually by the Board of Directors at the first meeting of the Board as specified in Section 4.15. unless extreme exigent circumstances preclude such action. If the election of officers is not held at such meeting, it shall be held as soon thereafter as possible. Each officer shall hold office until the date his/her successor is duly elected and qualified, or until her/his death, resignation or removal as provided in these Bylaws, which ever shall occur first. (c) An officer may be removed from office by the Board of Directors in keeping with the provisions of these Bylaws concerning Removal of Members and Directors (Article VI). (d) Any vacancy in any office because of death, resignation, removal, disqualification or otherwise shall be filled by the Board of Directors for the unexpired portion of the term at the next meeting of the Board of Directors. (e) The President shall be the chief executive officer of the Corporation and, subject to the control of the Board of Directors, shall, in general, control and supervise all of the business and affairs of the Corporation. When present, the President shall preside at all meetings of the members and of the Board of Directors and shall be a member of all committees. The President may sign, with the Secretary or such other person as the Board of Directors by simple majority authorizes, all checks, deeds, mortgages, contracts, filings, bonds or other instruments which the Board of Directors has authorized to be executed except in those cases where the Board of Directors or these Bylaws have exclusively delegated execution of a document to a named individual. In the absence or incapacity of an officer, on an emergency basis, the President may act on behalf of the Corporation. The President may also perform such other duties as from time to time the Board of Directors specifies. (f) The Vice President shall perform the duties of the President in the event of the President's absence, death, resignation, removal, incapacity, inability or refusal to act, and when so acting shall have all the powers of and be subject to all the restrictions placed on the President by the Board of Directors, these Bylaws and applicable law. The Vice President shall perform such other duties as from time to time may be assigned by the President or the Board of Directors. (g) The Secretary shall keep minutes of all meetings of the members and the Board of Directors and shall compile all such minutes and minutes of all committee proceedings into the official minute book of the Corporation. The Secretary shall see that all notices are given in accordance with these Bylaws and applicable law; shall be custodian of the corporate books, records, and seal, and see that the seal is properly affixed to all documents requiring same. The Secretary shall be responsible for preparation of the annual ballot, for tallying all votes taken by the members and the Board of Directors and for publishing the results of all votes to the members and Directors as is appropriate. (h) In addition to any other duties specified in these Bylaws, the Treasurer shall oversee the accounting, bookkeeping and financial reportings and filings of the Corporation; properly paying and processing receivables and payables; shall be responsible for assuring that all funds, assets and payables of the Corporation are properly handled and accounted for, and for providing regular reports on the finances of the Corporation to the Directors and membership.
Section 5.1: Designation of Committees. The Board of Directors may designate one or more standing or special committees to carry out and facilitate the business of the Corporation. Each such committee may exercise only that authority granted to it by the Board's enabling resolutions. Committees shall include but not be limited to those specified in section 5.3.
Section 5.2: Committees' Powers Limited. No committee shall have the authority of the Board of Directors or of the general membership to amend or alter or repeal these Bylaws; to elect or appoint directors or officers; to amend or repeal the Articles of Incorporation; to dispose of Corporation property, including intellectual property, without explicit written authority from the Board of Directors; to disburse Corporation funds without explicit written authority of the Board of Directors; to remove members from the membership roll; or to dissolve, merge or otherwise change the corporate structure of the Corporation.
Section 5.3: Committee Duties. The Board of Directors, at its discretion expressed by affirmative majority vote, may establish `the following committees with the following responsibilities. The inclusion of this section in these By-Laws does not require the following committees to be established or to operate. These committees are suggested to support the efficient operation of the Corporation as it grows in scope and size. Recognizing through operating experience the difficulty associated with operating in a virtual mode with a committee structure the BOD shall determine based on need and resource availability the most efficient operating structure for the Corporation at a given time. (a) A Governance Committee, if established, shall have as its responsibilities oversight of the legal issues, Bylaws and their interpretation and application, contracts, liability issues, intellectual property issues, and any compliance issues. (b) A Finance and Audit Committee, if established, shall have as its responsibilities the oversight and monitoring of the Corporation's finances, income, accounting, financial reporting and bookkeeping procedures. It will insure that the Corporation meets all of its financial obligations in a timely and legal fashion, including tax responsibilities. (c) A Program Committee if established, shall have as its responsibilities to create and offer programs consistent with the mission and needs of the Corporation. (d) A Technology Committee, if established, shall maintain the Corporation's Internet presence, insure that the Corporation and its members utilize the most effective and efficient means of using technology to further the purposes and mission of the Corporation. (e) An Education Committee, if established, shall develop an educational program and materials which may be used in making presentations for use in booths at shows, exhibits, fairs and similar events, for use on the CBRR&R, Inc. web site or other Internet sites, in the Corporation's publications and in educating individual persons about the nature and needs of Chesapeake Bay Retrievers and rescued animals and about the nature, procedures and mission of CBRR&R. Such materials may also be made available to any other persons or organizations who or which may be interested in those subjects. (f) A Nominating Committee, if established, shall evaluate and recommend persons to the vacant positions on the Board of Directors and the officers of the corporation, which nominations are to be presented the annual meeting. (g) A Membership Committee shall if established, evaluate applications for membership to the Corporation in accord with the terms of these by-laws and recommend persons for membership.
Section 5.4: Committees' Quorums. Unless otherwise specified by the Board of Directors, a majority of the members of any committee shall constitute a quorum and a majority of committee members present and voting at a meeting at which a quorum is present shall be necessary for committee action. A committee may act by unanimous consent in writing without a meeting. If resource limitations result in committee being the bailiwick of one individual then that individual’s actions, as approved by the BOD shall suffice in lieu of a quorum.
Section 5.5: Miscellaneous Matters Governing Committees. (a) A committee may determine the time and place of its meetings and the notice required for its meetings by a majority vote of its members. (b) Each member of a committee shall continue as such until the next annual meeting of the members and until his or her successor is appointed, unless the committee shall be sooner terminated, or unless the member is removed from the committee, or unless he or she shall cease to qualify as a member thereof. (c) Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments. (d) The Chairman of the Board shall appoint one member of each committee as its chairman. (e) Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board of Directors.
Section 6.1: Grounds for Removal. Except as noted elsewhere in these Bylaws, a Director or member may be removed from office and/or membership for any of the following reasons: (a) Misconduct, misappropriation, and/or harm to the Corporation, its reputation, operation and/or resources which shall constitute any conduct or action that is not in keeping with these Bylaws, the Articles of Incorporation or with the specific provisions of Article 1. Objectives, Purposes and Mission of the Corporation and/or with policies and practices established by the BOD. (b) Misconduct, dereliction of duty, or gross negligence in performing any of the responsibilities of office, membership or with regard to the care and well-being of Chesapeake Bay Retrievers or other animals. (c) Failure to maintain all the qualifications of a Director or member throughout his or her entire term of office or term of membership. (d) Being subject to an adverse finding relating to animal cruelty, animal neglect. Animal abuse or similar conduct by a court, a governmental or quasi-governmental administrative body, a professional organization or by a breed or kennel club, provided however, that if such a finding is reversed on final appeal, such Directors and members may, at the discretion of the Board of Directors, be reinstated for the remainder of their term. (e) Being suspended from privileges of, or otherwise disciplined by, the American Kennel Club, an affiliated or similar national dog club. (f) Misusing CBRR&R resources including but not limited to all email lists, websites operated by the Corporation, funds, resources including adoption applications and member applications as well as failure to adhere to operating practices established by the Corporation. Removal for the above causes shall be by a vote of the Board of Directors. Removal from office requires the affirmative vote of 75% of all members of the Board other than the accused Director.
Section 6.2: Charges and Determination of Jurisdiction for a Hearing of the Board. (a) The Board of Directors shall have the right to convene hearings to carry out the provisions of this Article and to promulgate rules to govern such hearings. All determinations by the Board of Directors under this Article, except for the decision to remove, shall require a simple majority approval vote. (b) Any member in good standing may file one or more written charges listed in Section 6.1 above, against a Director or member. Such charges shall be filed with the Secretary or President in writing and must be accompanied when filed with a nonrefundable deposit of $100.00 in the form of a certified or cashier's check written to the order of the Corporation. The written charges shall be accompanied by any and all supporting documentation and by a notarized affidavit from the accuser, in a form to be prescribed by the Board of Directors, attesting to at least the truth of the matters raised, the authenticity of any documents provided, the source of the information about the matters alleged and to the accuser's disinterested status in the matter. (c) The President or Secretary shall as soon as practicable send copies of all materials filed to each Director and, at the President's discretion, to any agents or Officers of the Corporation who are not Directors, all by certified mail or express receipted courier service. Within 14 days of receipt of the materials by the Corporation, the Board of Directors shall determine, by simple majority vote, whether to accept jurisdiction of the matters charged, based on whether the matters alleged, would, if proven, meet the requirements for removal in Section 6.1 of this Article. (d) Should the Board of Directors require more information to make this determination and if the information is not furnished within the fourteen days following receipt of the filing by the Corporation, the Directors shall decline jurisdiction and allow the accuser to submit a new filing in keeping with the provisions of this Article. Should the Board of Directors determine that the charges would not, if proven, constitute grounds for removal, then the accuser shall be so informed, in the form of a Board of Directors resolution certified by the Secretary of the Corporation. A declination of jurisdiction shall be final as to the matters alleged unless the accuser is not deemed to be a disinterested party. In such case, the Board of Directors may subsequently consider the charges if brought by a wholly disinterested party. (e) If the Board of Directors determines it has jurisdiction of the charges, it shall fix a date for hearing by the full Board of Directors, which date shall be not less then four weeks nor more then eight weeks thereafter. The Secretary shall promptly send one copy of the charges and notice of the time, place and form of the hearing to the accused member or Director by certified United States mail or by private receipted courier service.
Section 6.3: Hearings Generally. At the Board of Directors’ discretion, the hearing may be held telephonically or over the Internet, provided the accused and any witnesses called are allowed to participate. In such case, however, the accused and the Board of Directors must, within two weeks of the accused receiving notice of the hearing, furnish each other with all physical documents and other items to be presented in the hearing. If the accused is a Director, the accused shall not be entitled to vote on any matters related to the charges or the outcome of the hearing, nor shall any close relatives or any person with financial interests in common with the accused Director be so entitled to vote. The accused Director shall not be counted as a member of the Board for purposes of determining how many members must vote affirmatively to remove a Director from office. The Board of Directors shall have sole power to decide whether parties may be represented or assisted by counsel at any hearing, but both parties shall be treated uniformly in that regard. After the hearing, all the evidence and testimony presented by both parties shall be preserved in the Corporation's corporate records. Any action of the Board of Directors shall be final and unappealable as to membership or directorship status. The Board of Directors may publish their final determination to the membership unless they believe, upon advice of Counsel, that they have further ethical or legal obligations, which would preclude publication.
Section 6.4: Removal by Recall. Removal for the causes specified in Section 6.1 of this Article may also be by recall, which must be initiated by a petition signed by 75% of the membership of record stating the reason for removal and shall include on transmission to the President or Secretary, the information required for charges under Section 6.2 (b) of this Article. Such petitions must be submitted to the Secretary, who shall verify that all signatories are members in good standing prior to presenting the petition to the Board of Directors for its consideration.
Section 6.5: Expulsion as an Alternative to Hearing by Board of Directors. At the Board of Directors' discretion, and in lieu of a formal hearing before the Board of Directors, a member or Director may be removed or expelled from membership upon a 2/3rds (two-thirds) vote of the members of the BOD. The notice of a meeting to consider a vote to expel shall issue at least 10 days prior to the meeting, and must include particulars as to which grounds for expulsion shall be presented, the source of the information and any written materials which the Board of Directors considered in determining to present the question to a vote of members rather than to hold a hearing. Prior to the vote on expulsion being taken, the Board of Directors must and the accused may, present their respective positions on the issue.
Section 7.1: Contracts. (a) The Board of Directors shall have sole authority to obligate the Corporation except that it may by resolution authorize any officer, agent, employee or member to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Corporation. (b) The BOD shall establish policies and procedures for documenting such authorizations, executions and delivery of the instruments to the Secretary for retention in the Corporation's records. The BOD shall establish policies and procedures for the oversight and monitoring of all contractual and other obligations of the Corporation, including periodic reports to the BOD on performance under such contracts and obligations. Such records shall be available to members in good standing.
Section 7.2: Loans. No loan shall be contracted for on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
Section 7.3: Checks, Drafts and Deposits. (a) All checks, drafts, or other orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the Corporation shall be signed by such officer, agent or employee of the Corporation and in such a manner as shall from time to time be determined necessary by resolution of the Board of Directors. Such authority may be general or specific and in such a manner as shall from time to time be determined by the Board of Directors or its authorized agent. (b) All funds of the Corporation not otherwise employed shall be deposited by such officers, agents, employees or members authorized by simple majority vote of the Board of Directors on behalf of the Corporation to the credit of the Corporation in such banks, trusts companies or other depositories as the Board of Directors may elect by simple majority vote.
Section 7.4: Financial Reports. Each calendar quarter, or more often if requested by the President or by two or more Directors, the Treasurer shall deliver a detailed financial report to the Board of Directors, which shall report at a minimum, the Corporation's assets and liabilities; detailed lists of the Corporation's expenditures for the quarter; a detailed list of the sources and amounts of the Corporation's income for the quarter; and income and expense projections through at least the next two quarters.
Section 7.5: Custody and Care of Regional Funds. The Board of Directors shall promulgate a policy by resolution to manage those funds for use by the Corporation's members in specific geographic regions and those funds which may not be held in the Corporation's bank accounts under the control of the Board of Directors. In that event, the signatory on such regional accounts shall report to the Board of Directors in the same manner as the Treasurer reports to the Board under Section 7.4 above.
Section 7.6: Disbursement of Corporation's Funds. The Board of Directors shall establish policies and procedures for the disbursement of the Corporation's funds to further accomplishing the mission and purposes of the Corporation. The Board of Directors shall monitor implementation and execution of these policies on a quarterly basis.
Section 8.1: Corporate Seal. The Board of Directors may procure a corporate seal, which shall be circular in form and shall have inscribed thereon the name of the Corporation, the state of incorporation, and the words "Corporate Seal”.
Section 8.2: Trade and Service Mark Protection. The Board of Directors shall, by majority vote, approve and adopt trade and service marks for but not limited to, the Corporation's identity, its publications, web site, merchandise, signage, and programs, and shall take any and all necessary steps to protect and register them. All trade and service marks shall appear only with the symbol (R) or (c) as appropriate to their use.
Section 8.3: Use of Trade and Service Marks. (a) The Corporation, affiliated local chapters and members of the Corporation shall use the trademarks of the Corporation in keeping with this section or as expressly permitted by the Board of Directors by a simple majority vote recorded in the official records of the Corporation. (b) Approved uses shall include: (i) to distinguish and identify the Corporation's documents and correspondence; (ii) to advertise or identify an event sponsored by the Corporation; (iii) on apparel or apparel accessories, provided that such use must be approved in advance by the Board of Directors; (iv) to advertise animals that have been registered with the Corporation; (v) such other uses as the Board of Directors deems will further the purposes of the Corporation and which it approves in advance of use; (c) The corporate trademark, logo and service mark of the Corporation, shall not be used in the following disapproved ways: (i) Nothing associated with the Corporation or including but not limited to its seal, logo or name may be used in or associated with any enterprise which the public or the Board of Directors in its sole discretion, deems a puppy mill, animal brokerage, animal raffle, animal or dog auction, or any method of wholesale vending of dogs and other animals. (ii) Other uses may be disapproved by the Board of Directors, by simple majority vote, in order to further the purposes of the Corporation and to assure that the Corporation and its marks are associated by the public only with excellence and ethical, humane treatment of Chesapeake Bay Retrievers.
Section 9.1: Dissolution. (a) Upon the request of 51% of the members of the Corporation then entitled to vote, the Directors shall put before the membership a request to dissolve the Corporation. Following approval of the resolution by two-thirds of all the members of the Corporation in good standing, the Board of Directors shall prepare a Plan of Dissolution which must then be approved by two-thirds of all of the members of the Corporation. (b) The plan of dissolution must: (i) State the reasons for dissolving the Corporation; (ii) Establish a reasonable and achievable time table for an orderly winding up of the business and affairs of the Corporation taking into consideration the needs and well-being of any dogs then under the care and control of the Corporation or in the Corporation's name; (iii) Provide a statement of assets and liabilities, which must also provide a list of creditors and estimated amounts due to them, an inventory of all assets of the Corporation and their estimated value; (iv) Prescribe the form of notice to go to all affected parties including those in (iii) above and other parties such as animal shelters and humane societies which must be notified of the planned dissolution; (v) Establish procedures for paying all liabilities including any taxes; (vi) Set a plan for the distribution of any remaining surplus and assets to one or more entities which have as their purpose rescuing Chesapeake Bay Retrievers or if such an organization is not available, another dog rescue or animal welfare organization; (vii) Comply with New York State law; (viii) Provide for preservation of the Corporation's books and records for at least five years after dissolution or for such other period of time as is required by New York State law. (ix) Be distributed to all members at least in electronic form. (c) In no event may any of the assets of the Corporation be distributed to directors, officers or members unless they are valid creditors of the Corporation.
Section 9.2: Governing Law. New York State law shall govern application of these Bylaws and the governance of the Corporation.
Section 9.3: Invalidity of One or More Sections Does Not Invalidate Remainder. Should one or more sections of these Bylaws be invalidated or found to be illegal by a court of law, the remaining sections shall continue in full force and effect.
Section 10.1: Availability of Indemnification. Directors and officers of the Corporation shall be, and members, employees and agents of the corporation may be, indemnified for liabilities arising out of their actions on behalf of the Corporation to the fullest extent permitted by the New York Not For Profit Corporation Act, as amended from time to time, or any successor statute and other applicable law. Insurance may be purchased by the Corporation to protect the directors, officers, employees and agents from such liabilities.
Section10.2: Power to Indemnify. (a) The corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation) by reason of the fact that he/she is or was a director, officer, member, employee or agent of the corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actual and reasonable incurred by him/her in connection with such action, suit or proceeding if he/she acted in good faith and in manner he/she reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe that his/her conduct was unlawful. (b) The corporation shall have power to indemnify any person who was or is party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he/she is or was a director, officer, member, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, member or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorney’s fees) actually and reasonably incurred by him/her in connection with the defense or settlement of such action or suit if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his/her duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to be indemnified for such expenses which the court shall deem proper.
Section 10.3: Expenses of Defense. (a) To the extent that a director, officer, member, employee, or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 10.1 and 10.2, or in defense of any claim, issue or matter therein, he/she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him/her in connection therewith. (b) Any indemnification under Sections 10.1-10.3 above (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, member, employee or agent is proper in the circumstances because he/she has met the applicable standard of conduct set forth in Sections 10.1-10.3. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or even if obtainable, a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion.
Section 10.4: Indemnification Not To Be Exclusive. The indemnification provided by this article shall not be deemed exclusive of any other rights to which those indemnified may be entitled under contract, agreement, or otherwise, both as to action in his/her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, member, employee or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.
Section 10.5: Purchase of Insurance. (a) The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, member, employer or agent of the corporation, or is or was serving at the request of the Corporation as a director, officer, member, employee or agent of the corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him and incurred by him/her in any such capacity, or arising out of his/her status as such, whether or not the Corporation would have the power to indemnify him/her against such liability under the provision of this article. (b) The Corporation may engage in joint programs to distribute to its members liability and other insurance related to the work, purpose and mission of the Corporation for the personal use of the member. However, the Corporation may charge members a reasonable fee for the purchase of such insurance on behalf of the member. A portion of such fee shall cover the cost of the insurance and the remainder shall inure to the Corporation to cover its costs of administering the availability of such insurance to members. Any remaining income which is legally available to the Corporation shall be distributed to achieve the Corporation's mission and purposes.
The Corporation shall keep accurate, correct and complete books and records of accounts and shall also keep accurate and complete minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors.
Section 12.1: Amendments. (a) These By-Laws may be amended from time to time, at any regular or special meeting of the Board of Directors. An amendment shall require the approval of two-thirds of directors present at any meeting at which a quorum is present. Unless otherwise specified in the resolution adopting a By-law, each amendment to the By-laws shall be effective when approved. (b) Written notice of any proposed amendment shall be sent to all at least ten days prior to any meeting during which a vote on proposed amendments will take place. All amendments shall be published in the Corporation newsletter as soon as possible after adoption.
Section 12.2: NEWLY ADOPTED BY-LAWS IN MINUTE BOOK. Upon adoption of a new By-Law or upon the amendment of an existing By-Law, the Secretary shall place a copy of the newly adopted or amended By-Law in the Corporation's Minute Book, under the division of By-Laws, with an accompanying notation as to the date of its adoption. A copy of each newly adopted By-Law shall be distributed to each member immediately thereafter. Distribution shall be via a process deemed expedient by the BOD and may be via surface or electronic media or via posting on a Corporation website and/or list. By signing and returning this document I state that I have hereby read and understand the bylaws of Chesapeake Bay Retrievers Relief & Rescue. Agree
Member Initials: Date Signed: May 28, 2023
I, fully understand and agree to assume all risks involved in any and all duties that I perform in my capacity as a volunteer with Chesapeake Bay Retriever Relief and Rescue, Inc. and I agree to hold Chesapeake Bay Retriever Relief and Rescue, Inc. harmless for any injury(ies) which I might sustain during the course of my volunteer duties. This waiver does include myself, all of my family members and descendants forever from seeking any legal action whatsoever against Chesapeake Bay Retriever Relief and Rescue, Inc. or its representatives. Agree
Member Initials: Date Signed: May 28, 2023
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