By-Laws

COLLIE JUNIOR FOUNDATION
BY-LAWS

Article I
NAME AND LOCATION

The name of the corporation shall be known as the Collie Junior Foundation (hereinafter referred to as the Foundation). The Registered Office of the corporation in the State of Delaware is located at 8 The Green Ste R, in the City of Dover, County of Kent, Zip Code 19901. The registered agent at such address upon whom process against this corporation may be served is Resident Agents Inc.

Article II
PURPOSE

The purpose and objectives of the Foundation shall include but not be limited to the following:

1. Scholarships: To provide financial assistance to deserving Juniors pursuing education after high school. Our scholarships are designed to help reduce the financial burden and make education more accessible.
2. Educational Opportunities: To create and promote educational programs, workshops, and seminars that enhance learning and skill development. We aim to support learning in the purebred dog world and professional growth in diverse fields.
3. Networking/Connections: To establish a strong network within the Collie community, connecting Juniors, mentors, breeders, and handlers. By fostering connections within the Collie network, we will create a supportive community where members can share experiences, resources, and opportunities for growth.

Article III
AUTHORITY

The Foundation is formed under the Delaware nonprofit corporation law and is recognized as a tax-exempt organization described in section 501(c)(3) of the Internal Revenue Code. 

Article IV
FISCAL YEAR

The fiscal year of the Foundation shall begin on the first day of January and end on the last day of December in each calendar year.

Article V
MEMBERS

Section 1. Members
Junior Handlers and children under the age of 18 are automatically members of the Foundation and do not have to pay dues until after aging out of AKC Junior Showmanship. Individuals who indicate their interest in the purposes and programs of the Foundation may become members of the Foundation by applying for membership. The application must be accompanied by the payment of dues as established by the Board of Directors. Payment of annual dues is required for continued membership. Categories of membership and rights, privileges and dues associated with such categories, shall be determined by the Board of Directors. Members, including Junior Handlers and children under the age of 18, shall be non-voting.

Section 2. Honorary Members of the Foundation
The Board of Directors may designate Honorary Members and may grant all privileges of membership in the Foundation for life to any person who, in the judgment of the Board of Directors, has rendered extraordinary services in the furtherance of the Foundation’s purposes or has contributed significantly to the success of the Foundation. Honorary Members shall be exempt from the payment of dues.

Section 3. Removal
A member may be removed for violation of the Foundation’s governing documents after an appropriate hearing held upon notice and by a vote of not less than three-quarters of the Board of Directors. No refund of dues will be made to any member upon voluntary or involuntary termination of membership.

Section 4. Dues
All members (except Junior Handlers, children under the age of 18, and Honorary Members) shall pay dues annually to the Foundation. The amount of such dues shall be fixed from time to time by the Board of Directors and shared publicly with members. Notices of dues go out during the fourth quarter of each year and are payable by year end. Failure to pay such dues thirty (30) days after written notice that payment is overdue shall result in automatic termination of membership.

Article VI
BOARD OF DIRECTORS

Section 1. Function
The property of the Foundation shall be controlled, and its affairs managed, by a Board of Directors, which may exercise all such powers of the Foundation and do all such lawful acts and things as are not by statute or by the By-Laws directed or required to be exercised or done by others. All Directors must be members.

Section 2. Size
The use of the term “entire Board” refers to the total number of Directors entitled to vote that the Foundation would have if there were no vacancies. The Foundation shall have no fewer than three (3)  or more than thirteen (13) voting directors. The number of Directors within such a range may be set from time to time by the Directors. However, the Directors shall never have the power to reduce the Board of Directors to fewer than three (3) persons; nor shall it have the power to decrease the number of Directors so as to shorten the term of an incumbent Director. If the Board has not set the number of Directors by resolution, then the entire Board shall consist of the number of Directors that were elected as of the most recently held election of Directors.

Section 3. Election and Term of Office
For the first year, the Board of Directors will be composed of individuals nominated by the Co-Founders. The initial Board of Directors will stay in office for a period of one (1) to three (3) years from their seating in order to create the foundation for a revolving (one third of the membership annually) nominating process. Initial Board members shall self-nominate to be replaced either at the end of the first or second year. If insufficient volunteers come forward, the President will decide which Board seats go up for election. After the first year, Directors shall be nominated by a committee of the Foundation and elected to directorships by the Board of Directors at each annual meeting or as vacancies materialize, subject to term-of-office restrictions as described herein. Unless otherwise filling interim vacancies, Directors shall be elected to terms of three (3) years and shall be eligible to serve three (3) consecutive terms. Persons filling interim vacancies shall be eligible for election to two (2) additional full terms. Persons completing three (3) terms shall be eligible for renewed directorships following a hiatus of one (1) year. To the extent practical, one third of the terms of the elected directorships should expire at the time of each annual meeting.

Section 4. Termination
In addition to the provisions of Article V, Section 3, termination of service as a Director shall be automatic if (a) the Director fails to pay dues to the Foundation; or (b) if the Director fails to attend three consecutive meetings of the Board of Directors without excuse accepted as satisfactory by the Directors.

Section 5. Reporting Requirements
The Board of Directors shall be responsible for complying with all reporting requirements of the nonprofit.

Section 6. Signatories
All drafts, bids, proposals, agreements, securities, notes, assignments, bills of sale, certificates, applications, and other corporate legal documents and legal forms shall be made or signed by the President or the Vice President and at least two other Officers or by such other persons as may be required periodically by the Board of Directors.

Article VII
MEETINGS OF THE BOARD OF DIRECTORS

Section 1. Annual Meeting
The annual meeting of the Directors shall be referred to as the “Annual Meeting” and held on a date and at a place to be set by the Board of Directors. Incoming Directors and Officers shall be elected at the Annual Meeting, and such other business as may properly be brought before the meeting shall be transacted. The Board shall present a report at the Annual Meeting verified by the President and Treasurer or by a majority of the Directors, or certified by an independent public accountant or a Certified Public Accountant. Meetings may be held in person, by conference telephone call, or by video conference but not by email.

Section 2. Regular Meetings
The Board of Directors may hold meetings at such times as it may deem necessary or appropriate, but in no event less than once in each year. Meetings shall be called by the Secretary upon the order of the President by notice stating the purpose or purposes of the proposed meeting. Meetings may be held in person or by conference telephone call or video conference, but not by email.

Section 3. Special Meetings
Special meetings of the Board of Directors, for any purpose or purposes, unless otherwise prescribed by statute or by the By-Laws, shall be called by the Secretary, upon the order of the President or any other Officer acting alone or upon a written request by any Director upon written demand of not less than one-fifth of the entire Board, by notice stating the purpose or purposes of the proposed meeting. Business transacted at any special meeting of the Board of Directors shall be limited to the purpose or purposes set forth in the notice of the meeting. Meetings may be held in person or by conference telephone call or video conference, but not by email.

Section 4. Notice
Notices of meetings shall be issued by the Secretary and shall specify the date, time and attendance information for the meeting. Notices of meetings, unless waived in the manner described in Section 5 of this Article VII, shall be in writing and mailed, or sent by email or delivered personally or by telephone to, the persons entitled to receive the same at their contact information appearing on the books of the Foundation. Notices by telephone shall be confirmed in writing. Notices by mail shall be deemed to be issued at the time when the same shall be postmarked, or if they are not postmarked, then when they shall be dated. Notices by email shall be deemed to be issued at the time when the same shall be dated by the email service provider, or, if such date is not indicated, then when they shall be dated. Notice of any meeting of the Board of Directors shall be issued by the Secretary to each Director not less than three and no more than ten days before the meeting. Notice of any special meeting shall state the business to be brought before the meeting.

Section 5. Waiver
Notice of any meeting shall not be required to be given to anyone who attends such meeting without protesting prior thereto the lack of notice to him or her, or who submits a waiver of notice, whether before or after the meeting. Such waiver of notice may be written or electronic. If written, the waiver must be signed by any reasonable means. If electronic, the transmission of the waiver must be sent by email and must set forth, or be submitted with, information from which it can be reasonably determined that the transmission was authorized by the person providing the waiver.

Section 6. Advisors
The Board of Directors may invite any person or persons to meet with it and advise it at any meeting. Such persons shall not be entitled to vote on any Board action. Such persons are to be approved by the President and stated in the notice of the meeting to all Directors.

Section 7. Quorum
A quorum for the transaction of business at any meeting of the Board of Directors, except as provided by statute or by the By-Laws, shall be not less than a majority of all Directors. If, however, such quorum is not present at any meeting of the Board of Directors, the Directors present shall have the power to adjourn the meeting.

Section 8. Voting
(a) Action by Directors: At any meeting of the Board of Directors, each Director present in person shall be entitled to one (1) vote. Action may be taken at any meeting of the Board of Directors at which a quorum is present by a majority of those present, unless the question is one upon which by express provision of the Delaware Not-for-Profit Corporation Law or these By-Laws a different vote is required, in which case such express provisions shall govern and control the decision of such question. Voting may be done in person or by telephone or video conference. Voting by proxy is not permitted for Directors.

(b) Action Without a Meeting: Any action required or permitted to be taken at any meeting of the Board or by any committee thereof may be taken without a meeting if all members of the Board or committee consent to the adoption of a resolution authorizing the action. Such consent may be written or electronic. If written, the consent must be executed by the Director by signing such consent or causing his or her signature to be affixed to such consent by any reasonable means. If electronic, the transmission of the consent must be sent by email and must set forth, or be submitted with, information from which it can reasonably be determined that the transmission was authorized by the Director. The resolution and consents thereto shall be filed with the minutes of the proceedings of the Board or committee as applicable.

(c) Conference Calls and Video Participation: Any one or more members of the Board or any committee thereof may participate in a meeting of the Board or such committee by means of a conference call or by video conference provided that all persons participating in the meeting can hear each other at the same time and each Director can participate in all matters before the Board or committee, including, without limitation, the ability to propose, object to and vote upon a specific action to be taken by the Board or committee. Participation by such means shall constitute presence in person at a meeting.

Section 9. Minutes
Records of the proceedings of each meeting of the Board of Directors shall be kept by the Secretary. Copies of the records of such proceedings shall be distributed to each Director, by mail or email, within thirty days after each such meeting.

Article VIII
OFFICERS

Section 1. Officers
The Officers of the Foundation shall be a President of the Board, a Vice President, Secretary, and Treasurer. Officers must be members of the Board of Directors and may not be related by blood, marriage, or reside in the same household.

Section 2. President of the Board
The President of the Board shall preside over all meetings of the Board of Directors. The term of office of the President shall be one year (except as noted above for the first year), subject to re-election if such action is the desire of the Board. The President shall appoint members of all permanent and ad hoc committees. The President shall otherwise exercise all powers and duties customary to that office.

Section 3. Vice President
The Vice President shall preside at all Board meetings in the absence of the President and shall otherwise exercise in that capacity the duties of the President. The Vice President shall be elected in the same fashion as the President, and the term of office shall be one year (except as noted above for the first year).

Section 4. Secretary
The Secretary, elected annually (except as noted above for the first year), shall record the minutes of each meeting of the Board of Directors, shall affix a personal signature to such minutes prior to distribution, and shall keep such minutes on file. The Secretary shall maintain and be responsible for the safekeeping and custody of the official records of the Foundation. The Secretary shall execute all documents required of this office, and shall make available to the Directors, on reasonable notice, the books, including financial books, and records of the Foundation.

Section 5. Treasurer
The Treasurer, elected annually (except as noted above for the first year), will be responsible to the Board of Directors for the financial operations of the Foundation. In carrying out these responsibilities, the Treasurer shall serve as a member, and oversee, the Finance and Budget Committee, also known as the “Donations Team” and will be available to the Scholarship Team for assistance in planning distribution of scholarships. The Treasurer shall make a report at each Board meeting. The Treasurer will review all program requirements and assess the financial conditions of the Foundation prior to submitting the annual budget. The Treasurer shall be involved in all financial operations of the Foundation. The Treasurer shall make financial information available to Board members and the public as required. The Treasurer will ensure that the nonprofit’s documentation for IRS is completed timely and as required in accordance with the applicable IRS tax code. The Treasurer will also ensure an annual audit is conducted and results are presented at the annual Board of Directors meeting.

Section 6. Other Officers
The Board of Directors may appoint other Officers.

Article IX
BOARD COMMITTEES

Section 1. Committees Defined
The Board of Directors shall establish permanent committees which relate to governance and programs of extended duration, or ad hoc committees, to address short-duration situations, projects, or activities. Committee descriptions in these By-Laws are restricted to permanent committees. One Director shall serve on each permanent committee.

Section 2. Non-Board Committee Members
The Foundation President may appoint non-Board committee members with the provisions that (a) none may serve as a permanent committee chair, and (b) non-Board committee members may not exceed in number voting members of the Board of Directors on any constituted committee. Non-Board committee members may be extended voting status in permanent committee or ad hoc committee sessions.

Section 3. Minutes of Committee Meetings
All Board committees shall keep a record of proceedings and shall report these proceedings and outcomes to the Directors at the next scheduled Board meeting.

Section 4. Permanent Committees
Executive Committee: The Executive committee (hereinafter referred to as the “Leadership Team”) shall consist of four (4) Board members; the President, Vice President, Secretary, and Treasurer and shall meet to make decisions related to administrative or non-committee governed issues. The chair of any permanent team or ad hoc team, may be invited to participate in a Leadership Team meeting at the discretion of the President.

Finance and Budget Committee: This committee (hereinafter referred to as the “Donations Team”) shall be composed of at least three members, one of whom shall be the Treasurer, and is the fundraising team of the Foundation. This team, in concert with the Scholarship Team, is responsible for submitting to the Board at the annual meeting an operating budget for the ensuing fiscal year which will support the strategic plan. The committee will also maintain recognition categories of all donors and will be published as directed by the Board.

Scholarship Committee: This committee (hereinafter referred to as the “Scholarship Team”) shall consist of a minimum of four members and will be responsible for the creation and maintenance of all scholarship documentation and awardees, as well as receiving and selecting the scholarship recipient(s). This team, in concert with the Donations Team, is responsible for submitting to the Board at the annual meeting an operating budget for the ensuing fiscal year which will support the strategic plan.

Communications Committee: This committee (hereinafter referred to as the “Marketing Team”) shall consist of a minimum of three members and will be responsible for internal and external communications of the Foundation and maintaining a current and user-friendly Foundation web site. Additionally, all marketing of the Foundation will be under the purview of this team.

Membership Committee: This committee (hereinafter referred to as the “Juniors Support Team”) shall be comprised of at least three members, and will be responsible for increasing membership to the Foundation, identifying non-member needs and perceptions, and will work closely with the Marketing Team to keep the membership informed and welcome new members.

National Committee: This committee (hereinafter referred to as the “National Team”) shall be composed of a minimum of five members, including the chairpersons of all permanent program teams. The team will work in concert to create a comprehensive plan of action for the week of the Collie Club of America National Specialty Show. The team will coordinate with the Donations Team to present to the Board of Directors, six (6) months prior to the show, a comprehensive plan along with budgetary requirements to meet the goals of the strategic plan.

No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article III hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these Articles, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation

Article XI
AMENDMENTS

These By-Laws may be amended by majority vote of an established quorum at any scheduled meeting of the Board of Directors or any meeting called specifically for such purpose, providing that the text of each amendment accompanies the notice of the meeting.

Article XII
DISSOLUTION

As set forth in the Foundation’s Articles of Incorporation, in the event of dissolution, all of the remaining assets and property of the Foundation shall be distributed to another charitable canine Junior Showmanship organization recognized as tax-exempt within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.