Jack Russell Terriers
 

A California Non-Profit Public Benefit Corporation


1. Name of the corporation. The name of this corporation is The Jack Russell Terrier Network of Northern California.

2. Principal office. The principal office of this corporation is 3100 Ryer Road East, Walnut Grove, California 95690. The board of directors ("the board") may change the principal office by resolution lodged in the board minutes.

3. Branch or subordinate offices. The board may establish by board resolution branch or subordinate offices, for example, for Jack Russell Rescue headquarters.

4. The purposes of the corporation.

(a) The general purposes of the corporation are stated in its articles, as follows:

(i) To preserve, protect, and defend the qualities, characteristics, and special abilities of the Jack Russell Terrier, especially its working ability, courage, stamina, and intelligence.

(ii) To preserve, protect, and defend the Jack Russell Terrier from:

(a) genetic and other defects or risks produced by inbreeding,

(b) the indiscriminate registration by other organizations of dogs alleged to be Jack Russell Terriers, without protection of the breed by adequate genetic and medical screening and proof, and

(c) other commercial or private practices that threaten the qualities, characteristics, and special abilities of the Jack Russell Terrier.

(iii) To educate the public to the qualities, characteristics, and special abilities of the Jack Russell Terrier.

(iv) To hold public meetings, gatherings, dog trials and shows to give the owners of authentic Jack Russell Terriers the opportunity to put their terriers in competition with one another in various activities and to have their terriers judged and assessed for conformation and adherence to the qualities, characteristics, and special abilities that distinguish the Jack Russell Terrier.

(v) To establish qualifications for certain classes of judges, to sanction them according to their qualifications, and to maintain a registry of those judges, in collaboration with The Jack Russell Terrier Club of America.

(vi) To cooperate and collaborate with The Jack Russell Terrier Club of America in providing and maintaining a central registry for Jack Russell Terriers, as provided in its constitution

(vii) To provide to Jack Russell Terrier owners and prospective owners such other education or information as shall make them better owners of these unique dogs.

(viii) To provide means through a "Russell Rescue" program to place with new owners Jack Russell Terriers in need of good homes.


(b) In addition to these general purposes, the corporation will seek to make available at its meetings and trials professional veterinarians and related personnel to provide low-cost and immediate examination and testing of Jack Russell Terriers to determine whether they meet the standards and criteria for registration with The Jack Russell Terrier Club of America and are free of genetic or other defects that, if passed to other generations of dogs, might weaken or depreciate the Jack Russell Terrier breed.

5. Board of directors and officers. The corporation shall be governed by members of the JRTNNC nominated to sit on the Board of Directors, who shall be elected at the annual meeting of the corporation and shall serve for a term of one year. The corporation shall have a president, vice-president, secretary, treasurer, and such other officers as the board shall from time to time establish for the corporation.

6. Members. The corporation shall have one class of members. A person dedicated to the general purposes of the corporation shall be eligible for membership in the corporation on application and on paying the membership dues, fees, and assessments set from time to time by the board.

7. Right to vote. Every member in good standing as determined from the books and records of the corporation shall have the rights of members under California law and shall be eligible to hold office in the corporation and to vote in its elections for officers or directors, to vote on any disposition of all or substantially all of its assets, and to vote on a merger or dissolution of the corporation. Each member must pay the dues, fees, and assessments set from time to time by the board to be in good standing.

8. Fees, dues, and assessments. The board in its sole discretion shall have authority to set fees, dues, and assessments for the members of the corporation. These shall be equal for all members, but the board may adopt family fees, dues, and assessments.

9. Suspension or termination of membership. The board may in its absolute discretion suspend or terminate the membership and rights of a member for any of the following reasons:

     (a) A member persistently fails to pay the fees, dues, and assessments of membership in the corporation. The board shall determine when there is persistent failure in this regard.

     (b) A member fails to adhere to or repudiates, expressly or by implication, the general purposes of the corporation stated in its articles and these by-laws. The board shall determine when this criterion has been met, after due opportunity to the member to be heard.

     (c) A member is found to have substantially or repeatedly violated the rules of entry, disclosure, conduct, or member qualification applicable to terrier trials and other competitive events or exhibitions.

10. Procedure for termination or suspension of membership. The board shall implement the following procedure to terminate or suspend membership in the corporation:

     (a) Thirty days written notice by U.S. Mail or personal delivery shall be given the member of the potential termination or suspension, with a written statement of the grounds for this action and notice of a hearing before the board to determine if the grounds are made out. The board may in its absolute discretion suspend the member pending the hearing, if the board determines that serious harm to the corporation, its purposes, or one of its activities may take place before the matter can be heard on notice. The board's decision on interim suspension is final.

     (b) The board shall meet at the appointed time and place and hear the evidence on the grounds for suspension or termination stated in the notice to the member. The member has a right to be heard, and the board may accept any reasonable evidence on either side of the issue, regardless whether that evidence would be admissible in a court of law, so long as the board, if there is objection that the evidence is not accurate or reliable, makes a good faith determination on its admissibility.

     (c) If the board determines in good faith that there is just cause, it may in its absolute discretion suspend or terminate a member. It shall state its reasons for suspension or termination, or the refusal to do so, in writing, signed by the chairperson of the board. Dissents shall also be stated in writing and signed by the dissenter.

11. Transfer of membership. A membership in the corporation is not transferrable. Membership ceases on the death of a member.

12. Meetings of the membership. An meeting of the members of the corporation shall be held at least once each year at a place, date, and time to be set by the board not less than 90 days prior to the meeting. Written notice shall be given of the annual meeting to each member; notice may be through the newsletter published by the corporation, provided that it is mailed to each member. At the annual meeting, the directors and officers of the corporation for the coming year shall be elected. Other meetings may be set by the board at convenient times and places on reasonable written notice to the members.

13. Meetings of the board. The board shall meet in person at least once annually at the annual meeting of the membership. At other convenient times, the board may hold meetings by telephone or in person. Minutes of the meetings of the board shall be maintained by the secretary of the corporation. The board shall call a meeting in person of the board on the written request of not fewer than ten members.

14. Notice of meetings of the board. Written notice shall be made of the meetings of the board, unless the chairperson of the board determines that written notice is impracticable. In that case, oral notice may be given, but a written copy of that oral notice shall be provided to each board member or other member of the corporation on request, and that notice shall be lodged in the books and records of the corporation. Written notice must be given of any meeting that proposes to consider removing a director, filling vacancies on the board, amending the articles or by-laws, or electing to wind up or dissolve the corporation. The board may also act by unanimous written consent, preserved in the books and records of the corporation.

15. Eligibility to vote. Except where required by law, a member in good standing shall have the right to vote in the election of members of the board and officers of the corporation. Each member shall cast one vote. A family membership shall be entitled to one vote. All approvals shall be by a majority of those present and voting, except as required by law.

16. Balloting. The election of board members and officers, or to remove or suspend a director, or to amend the articles of incorporation or these by-laws, or to dissolve the corporation or make an assignment of a substantial part of its assets shall be by written ballot, and the secretary of the corporation shall preserve all ballots.

17. Record date for voting. The record date for active membership in good standing to vote in elections of the corporation shall be 30 days prior to the election; provided that if a membership be suspended or terminated within that time, the member shall not be entitled to vote.

18. Proxies. A member in good standing may grant a written proxy to another member in good standing to vote in an election of the corporation. A proxy may be revoked in writing or by personal attendance of the member granting it.

19. Election of directors. The chairperson of the board shall at least six months before the annual meeting appoint a committee of not fewer than five persons to nominate candidates for the board of directors. The committee shall makes its report in writing not less than three months before the annual meeting. The secretary shall forward to each member, or shall cause to be printed in the newsletter, the names of those nominated for the board, not less than 60 days before the annual meeting. Any person may be nominated for the board from the floor of the annual meeting. In any annual election in which the number of nominees exceed the number of board members, the board shall allow each nominee three minutes in which to speak to his or her candidacy. No corporate funds may be spent to support a nominee for the board or an office.

20. Powers of the board. The board shall manage the affairs of the corporation. Only the board may borrow money for the corporation. A majority of the board shall be a quorum for doing business.

21. Vacancy on the board. A vacancy on the board may be filled by the remaining members of the board, with the person so chosen to serve until the next annual meeting. Except on notice to the Attorney General of the State of California, no director may resign if the corporation would be left without a duly elected quorum of two-thirds of the authorized membership of the board, unless and until the board shall have filled the prospective vacancy of that member.

22. Officers. Officers of the corporation shall be elected at the annual meeting of the corporation. A vacancy in an office may be filled by the board, and the person so chosen shall serve until the next annual meeting of the corporation.

23. Compensation or reimbursement. No member of the board or any officer shall receive compensation or reimbursement, except for actual expenses incurred by a board member or officer and approved by the treasurer. A written record of reimbursed expenses shall be kept by the treasurer for the corporation.

24. Committees of the board. The board may by majority vote appoint two or more committees of directors to serve at the pleasure of the board. No committee shall take any action required by law to be taken by the board alone, fill a vacancy on the board or among officers, fix compensation for directors or officers, amend or repeal any part of the articles or by-laws of the corporation, amend or repeal an action of the board, create other committees or appoint members of committees, expend corporate funds except for purposes established in writing by the board, or approve any contract to which the corporation is a party and in which any director has a material financial interest as provided in California Corporations Code 5233(d)(3).

25. Books and records. All actions of the board shall be recorded in writing in books maintained by the secretary and the treasurer of the corporation and available for inspection by any member on reasonable notice. The treasurer of the corporation shall be responsible for its financial books and records; the secretary for other books and records. The treasurer shall have possession of the funds of the corporation, which shall be maintained in the account or accounts established by the board. At least two signatures shall be necessary to draw checks on a corporate account, to be established by vote of the board. The board may establish a surety bond at the expense of the corporation for one or more officers or directors responsible for possession and expenditure of corporate money or property.

26. Right of indemnity. To the fullest extent permitted by law, the corporation shall indemnify its officers, directors, and other agents, including persons formally occupying that position, against all expenses, fees, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding or litigation, including an action by or in the right of the corporation, defined in California Corporations Code 5238(a), or its successor. This section is intended to provide the widest indemnity permitted by law.

27. Insurance. The corporation shall in good faith apply for each year, at the earliest possible opportunity, insurance for the actions of its directors, officers, and other agents in an amount that will cause these persons under law to be immune for their actions or omissions on behalf of the corporation. A written record shall be kept by the secretary of all such applications and the acquisition or refusal of that insurance. All policies shall be maintained by the secretary, with good records of premiums paid being maintained by the treasurer. The corporation shall maintain such other liability, property, or other insurance as the board shall from time to time elect.

28. Audit of the corporation. Once each year, the board shall retain a certified public accountant who is independent of the corporation and any member of its board and its officers to audit the books of the corporation at the expense of the corporation. The audit report shall be available for inspection by any member on reasonable notice. If the audit shall result in an opinion qualified in any material respect, the audit report shall be published in the next regular newsletter of the corporation.

29. Annual report. The board of directors shall publish an annual written report, which shall reflect all material actions and issues facing the corporation during the year past or future. The report shall be mailed to the members by U.S. Mail and may be incorporated, at the election of the board, in a written newsletter, provided that the report is mailed not less than 60 days before the annual meeting of the corporation.

30. Annual statement of certain transactions. Within its annual report, the board shall unfailingly state in detail any transaction within the past year in which an interested person had a direct or indirect interest and which involved more than $1,000. An "interested person" is a member, officer, or director of the corporation.

31. General prohibition of transactions. No board, officer, or action of the membership shall do or authorize any transaction by this corporation that would jeopardize its existence under the California non-profit corporation law or its qualification for exemption of federal and other taxation under Internal Revenue Code 501 (c)(3) or any other relevant provision.

32. Adoption and amendment of these by-laws. These by-laws may be adopted by majority vote of the persons who executed the articles of incorporation on behalf of this corporation, and they may be amended by vote of two-thirds of the members of the board, except that the board may not adopt, amend, or repeal any bylaw that would:

     (a) Increase or extend the term of directors;

     (b) Allow any member to hold office by designation or selection rather than by election of the members, except for vacancies in offices or the board filled until the next annual election;

     (c) Increase the quorum for members' or other meetings;

     (d) Repeal or restrict proxy rights; or

     (e) Contradict any provision of the articles of incorporation.

Amendment of these by-laws may be made by two-thirds of the board or by majority vote of the members at their annual meeting.

Certificate of the Secretary of the Corporation.

I, _____________________________, certify that I am the acting and duly elected secretary of this corporation and that these by-laws were adopted by a majority vote or better of those persons who executed the articles of incorporation of this corporation.

Dated: February ___, 1998

Secretary

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