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. The Foundation shall have no voting members.

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
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 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.

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
Directors shall be elected at the Annual Meeting and shall serve until their successors are elected and qualified, unless they resign, are removed, or otherwise vacate office pursuant to these By-Laws. Vacancies may be filled by the Board as provided in Article VI, Section 4.

Section 4. Vacancies
The Board of Directors may from time to time elect Directors to fill any vacancies that remain at completion of an election or caused by resignation, removal, disqualification, or death; any person elected to fill such a vacancy shall serve until the next meeting at which Directors are elected and until a successor is elected and qualified.

Section 5. Removal
A Director may be removed from office, for cause, by a two-thirds vote of the Board of Directors.

Section 6. 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 7. Policies and Procedures
The Board of Directors may adopt, amend, and repeal an Operations Manual and other policies and procedures for the administration of the Foundation, provided they are consistent with these By-Laws and applicable law.

Article VII
MEETINGS OF THE BOARD OF DIRECTORS

Section 1. Annual Meeting
The Board of Directors shall hold an Annual Meeting at a date, time, and place determined by the Board. Directors and Officers shall be elected at the Annual Meeting. Meetings may be held by any means that permits all participants to simultaneously hear and communicate with one another. 

Section 2. Regular Meetings
The Board of Directors may hold regular meetings at such times and places as it determines, but no fewer than five (5) meetings each calendar year.

Section 3. Special Meetings
Special meetings of the Board of Directors may be called by the President or upon the written request of not less than one-fifth (1/5) of the Directors. Notice shall be provided to each Director and shall state the date, time, and purpose of the meeting.

Section 4. Notice and Waiver
Notice of meetings shall be provided in a reasonable manner, including by mail, personal delivery, telephone, or electronic communication, unless waived by a Director. Attendance at a meeting without objection shall constitute a waiver of notice.

Section 5. Quorum
A majority of the Directors then in office shall constitute a quorum for the transaction of business. If a quorum is not present, the Directors present may adjourn the meeting.

Section 6. Voting
Each Director shall be entitled to one (1) vote. Unless otherwise required by law or these By-Laws, actions of the Board shall be approved by a majority vote of the Directors present at a meeting where a quorum exists. Directors may participate and vote by any means that permits full participation. Voting by proxy is not permitted.

Any action required or permitted to be taken by the Board may be taken without a meeting if all Directors consent in writing or by electronic transmission. Such consent shall be filed with the minutes of the proceedings of the Board.

Section 7. Minutes
The Secretary shall maintain the minutes of all meetings of the Board of Directors.

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. Election and Term of Office
Officers shall be elected by the Board of Directors and shall serve at the pleasure of the Board until their successors are elected. Vacancies in any office may be filled by the Board of Directors at any regular or special meeting. 

Section 3. President
The President of the Board shall preside over all meetings of the Board of Directors. The President shall be subject to re-election if such action is the desire by the Board.

Section 4. 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.

In the event of a vacancy in the office of President, the Vice President shall assume the duties of President until a successor is elected or appointed. 

Section 5. Secretary
The Secretary shall maintain and be responsible for the safekeeping and custody of the official records of the Foundation. 

Section 6. Treasurer
The Treasurer will be responsible to the Board of Directors for the financial operations of the Foundation. 

Section 7. Other Officers
The Board of Directors may appoint other Officers.

Article IX
BOARD COMMITTEES

The Board of Directors may establish permanent, standing, or ad hoc committees as it deems appropriate.

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 By-Laws, 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 at a meeting where a quorum is present, providing that the text of each proposed 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.