California Non-Profit Public Benefit Corporation
Name of the corporation. The name of this corporation is The Jack
Russell Terrier Network of Northern California.
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.
Branch or subordinate offices. The board may establish by board
resolution branch or subordinate offices, for example, for Jack
Russell Rescue headquarters.
The purposes of the corporation.
The general purposes of the corporation are stated in its articles,
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
genetic and other defects or risks produced by inbreeding,
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
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
(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.
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.
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
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.
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.
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.
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.
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 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.
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.
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.
Procedure for termination or suspension of membership. The board
shall implement the following procedure to terminate or suspend
membership in the corporation:
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.
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.
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
Transfer of membership. A membership in the corporation is not
transferrable. Membership ceases on the death of a member.
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.
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
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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).
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.
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
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.
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.
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.
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.
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.
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
Increase or extend the term of directors;
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;
Increase the quorum for members' or other meetings;
Repeal or restrict proxy rights; or
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