Dedicated to maintaining the border collie as a working stockdog

Bylaws

 

In 2011, the membership of the Mountain & Plains Border Collie Association voted to adopt these 2011 MPBCA Bylaws.

 

 Mountain and Plains Border Collie Association Bylaws

Article I: Name, Objectives, and Provisions

A. Name

The name of the organization shall be Mountain and Plains Border Collie Association.

B. Objectives

1. Promote the Border Collie as the working stock dog it has been bred to be for hundreds of years.

2. Educate the public on the abilities, working characteristics, variations in type, and recognized

registries for the breed.

3. Encourage selective breeding of the Border Collie to maintain its working ability and to eliminate and

control genetic defects that may be found in the breed.

4. Encourage and organize work sessions, fun days, and trials so members can develop their dogs to

the fullest extent of their natural ability.

5. Maintain a website and/or other forms of communication to inform membership of work sessions,

training clinics, trials, and other matters concerning the breed and/or the Association.

C. Provisions

No part of the net earnings of the Association shall inure to the benefit of or be distributable to its

members, officers, or other private persons. The Association shall be authorized to pay reasonable

compensation to members, officers, or other private persons for services rendered and to make payments

and distributions in furtherance of the purposes set forth in this document. No part of the activities of the

Association shall be used for propaganda or otherwise attempting to influence legislation. The

Association shall not participate in or intervene in any political campaign (including the publishing or

distribution of statements) on behalf of any candidate for public office. Notwithstanding any other

provisions of the Articles of Incorporation or these Bylaws, the Association shall not carry on any activities

not permitted by an organization exempt from Federal Income Tax under Section 501(c)(3) of the Internal

Revenue Code or corresponding section of any future tax code.

Article II: Membership

A. Active Membership

Active membership shall be open to all persons eighteen years of age and older who subscribe to the

objectives of the Association. A member has the privilege of holding office, participating in events and

programs, establishing and serving on committees, and voting (except as limited by Article II, Section B).

B. Dues

The Association year will be from January 1 through December 31. Membership fees are due on January

1 of each year. New memberships can be accepted any time of the year; however, members cannot vote

on items of business unless their dues are paid thirty (30) days prior to that vote.

A fee will be set for individual membership and family membership. Individual membership is for one

person. Family membership will be described as a single household. All fees will be in United States

currency. Changes in dues will be recommended for approval by the officers of the Association and will

be set as required to maintain the firm financial basis of the Association. Dues amounts can only be

changed by vote of the membership. Membership dues shall be paid prior to receiving any privileges of

the Association membership. An individual membership is entitled to one vote. A family membership is

entitled to two votes.

C. Roles of Members

Members of the organization, including the officers and directors, are encouraged to develop and

participate in committees and activities that further the objectives of the organization. Members may vote

on all club business (excluding matters that require a ballot vote of the entire membership) at any meeting

other than board meetings. At club meetings other than board meetings, and for issues that require a

ballot (which require a vote of the entire membership), a majority of members present is sufficient to

conduct business.

D. Termination of Membership

Current members or members of the board of directors may be terminated in any of the following ways:

1. By resignation: Any member may resign from the Association upon written notice to the

secretary; no refund or partial refund of dues shall be given upon resignation.

2. By expulsion: Members or members of the board may be expelled from the club for matters

of conduct deemed detrimental to the Association. Expulsion of a member shall be brought to

a vote of the membership by a committee of no less than three members appointed by a

member of the board. A majority of the members voting on the expulsion will determine the

outcome. No refund of dues shall be given upon final determination of expulsion.

Article III: Board of Directors

A. Board Role

The business and property of the Association shall be managed by a board of directors, who may

exercise all the powers of the Association that are not expressly reserved to the members by law as

specified in the Colorado Revised Nonprofit Corporation Act, the Articles of Organization, or these

Bylaws. The members of the board will encourage and facilitate the implementation of the organization’s

objectives as stated in Article I, Section B of these Bylaws.

B. Board Size and Terms

The board of directors will consist of five (5) members, being the president, vice president, secretary,

treasurer, and a member at large. The members of the board will be members of the Association and in

good standing. The directors will be elected by the membership at the annual meeting or at a special

meeting in lieu of an annual meeting. The Board of Directors’ term of office will be two years. Two director

positions (president and secretary) will be elected in odd-numbered years, and three director positions

(vice president, treasurer, and member at large) will be elected in even-numbered years. All directors

shall hold office until the next annual meeting of the members, or special meeting in lieu of an annual

meeting, and thereafter until their respective successors are chosen and qualified. A special election must

be called within thirty (30) days of any vacancy in the board. The directors may fill the vacant position with

a member in good standing appointed by the board until an election is held.

C. Director Resignation

Any director may resign from office by delivering a written resignation to the Association at its principal

office, or to the president or secretary. Such resignation shall be effective upon receipt unless otherwise

specified to be effective at some later time.

D. Regular Board Meetings

The board of directors should meet at least four times a year (quarterly), if possible. These quarterly

meetings will be known as “regular meetings.” Regular meetings of the directors may be held at such

places and times as the directors may determine, provided that any director who is absent when such

determination is made shall be given notice thereof. Agendas for regular meetings will be published at

least seven (7) days before the meetings; agendas for the annual meeting will be published thirty (30)

days before the meeting. Regular and annual meetings will be open to all club members to attend.

E. Special Board Meetings

Special meetings of the directors may be held at any time and place designated in a call by the president,

the treasurer, or two or more directors. Notice of all special meetings of the directors shall be given to

each director by the secretary, or in the absence, incapacity, or refusal of the secretary, by one of the

directors calling for the meeting. Such notice shall be given to each director in person or by other such

electronic means sent to each director’s business or home address at least five (5) days in advance of the

meeting or by mail addressed to the director’s business or home address postmarked at least seven (7)

days in advance of the meeting. Members will be notified via publication on the MPBCA website, email

list, or postal mail for members who specifically request it.

F. Conduct of Board Business

At any meeting of the directors, a vote of a majority of the board shall decide any day-to-day club

business, unless a different vote is specified by law, the Articles of Organization, or these Bylaws. A

majority of the directors may conduct a transaction of business less than $250; for items of business

greater than $250, a majority of voting members is required. Any member of the board who has a conflict

of interest (or the appearance of a conflict) with any matter pending before the board, of such nature that

it prevents or may prevent that member from acting impartially on the matter, will voluntarily excuse

him/herself and will vacate his/her seat and refrain from discussion and voting on the matter.

G. Committees

The directors may appoint such committees as they determine necessary or advisable to facilitate matters

affecting the operation of the Association. Members may bring ideas for committees to the board for

establishment, and any member interested in serving on a committee may serve on such committee.

Article IV: Officers

A. Officers of the Organization

The officers of the Association shall consist of president, vice president, secretary, treasurer, and a

member at large. If an officer resigns, is unable to fulfill the duties of office, or is removed from office,

there will be a temporary replacement appointed by the board from the membership in good standing

(their dues are paid). Within thirty (30) days, an election will be held to replace the temporary board

member. The replacement officer will serve through the end of the original term of the officer that has

been replaced.

B. Term of Office

The president, vice president, treasurer, secretary, and member at large shall be elected for a two (2)

year term by the membership. Except as otherwise provided by law, the Articles of Organization, or these

Bylaws, all officers shall hold office until the annual meeting of the members or thereafter until their

respective successors are chosen in the years their terms expire.

C. Duties of the President

The president shall be the chief executive officer of the Association and as such shall have charge of the

affairs of the Association subject to the supervision of the board of directors. The president shall, subject

to the direction and control of the board of directors, preside when present at all meetings of the members

and directors. The president will work with the other officers and the membership to develop and carry out

activities that further the objectives of the organization. The president shall have such other powers and

duties as are usually incident to that office and may be vested in that office by these Bylaws or by the

directors.

D. Duties of the Vice President

The vice president shall attend all meeting of the Association and maintain working knowledge of the

duties of the president. The vice president shall have the powers and exercise the duties of the president

in case of the president’s death, absence, or incapacity. The vice president should assist the president in

working with the membership in the organization and execution of club activities.

E. Duties of the Secretary

The secretary shall give such notices of meetings of members and directors as required by these Bylaws

and shall keep a record of all meeting of members and directors. The secretary shall have such other

powers and duties as are usually incident to the office and as such may be vested in that office by these

Bylaws or by the directors. The secretary shall have charge of correspondence, notify officers of their

election, and keep a roll of the members of the Association. In the absence of the secretary, the treasurer

shall perform the duties of the secretary, and vice versa.

F. Duties of the Treasurer

The treasurer shall, subject to the direction and control of the board of directors, have general charge of

the financial affairs of the Association. The treasurer shall collect and receive all monies due or belonging

to the Association. The treasurer shall keep full and accurate books of account, and the books shall be

open at all times to inspection. Both the secretary and treasurer will be given signature authority for club

accounts at any financial institutions. The treasurer shall provide reports on the financial status of the club

at all regular board and general membership meetings. The reports shall include an accounting of all

moneys received and expended to date. The treasurer shall also act as membership chair, accepting all

new applications and dues and keeping a current record of members in good standing with dues

accepted. The treasurer will provide the membership information to the secretary in a timely manner. In

the absence of the secretary, the secretary shall perform the duties of the treasurer, and vice versa.

G. Duties of the Member at Large

The member at large will attend the meetings of the board and may be assigned special duties and

projects by the board.

Article V: The Association Year, Elections, Meetings, and Club Events

A. Association Year

The Association’s fiscal year shall begin on the first day of January and end on the thirty-first day of

December.

B. Elections and Nominations

No person may be a candidate in an Association election who is not a current member or has not been

nominated. Sixty (60) days prior to the annual meeting, a nominating committee will be appointed

consisting of three members and two alternates, selected from the membership, none of whom can be an

officer. This committee shall meet and nominate at least one candidate for each office, and after securing

the consent of each person so nominated shall report their nominations to the secretary in writing thirty

(30) days before the annual meeting. Upon receipt of the nomination committee’s report, the secretary

shall prepare an official ballot to be mailed to all current members at least fifteen (15) days prior to the

annual meeting. Additional nominations may be made at the annual meeting by any member in

attendance or via write-in on the ballot, provided that the person so nominated accepts the nomination or

provides a written statement to the secretary signifying his/her willingness to be a candidate.

C. Election Voting

Voting members must be current thirty (30) days prior to any election. Members in good standing whose

dues are paid for the current year shall be entitled to one vote (two individuals from family memberships

are entitled to one vote each). All mail-in ballots must be received by the secretary prior to the call to

order of the meeting. So that the ballots may remain secret, each voter shall place his or her marked

ballot in a sealed, blank envelope, then place that blank envelope into an envelope addressed to the

secretary, with a legible return address and marked with the word “Ballot,” and finally shall sign his or her

name on the back of the outer envelope so membership can be verified. New officers shall take office

immediately upon the conclusion of the election, and each retiring officer shall turn over to their successor

in office all properties and records relating to that office upon conclusion of the election.

D. Annual Meetings

There shall be an annual meeting, the date to be set by the board no later than the third Sunday of

November. Membership will be notified thirty (30) days prior to the meeting date. At the annual meeting,

the officers for the ensuing period shall be elected by ballot from those nominated. The agenda at the

annual meeting shall include elections, a review of the past club year, and plans for upcoming events and

activities.

E. Order of Business

1. Meetings will be conducted using Robert’s Rules of Order.

2. At each meeting of the Association, the order of business so far as the character and nature of the

meeting may permit, shall be as follows:

  • Roll call of officers;
  • Report of secretary and minutes of last meeting;
  • Report of treasurer;
  • Report of president;
  • Report of vice president;
  • Report of committees;
  • Old business;
  • Election of officers (at annual meeting);
  • New business;
  • Adjournment.

F. Events

Any event run, sanctioned, sponsored, or endorsed by the MPBCA shall be run under the guidelines set

forth by the club.

Article VI: Dissolution

The Association may be dissolved at any time by the written consent of not less than two-thirds of the

membership. In the event of the dissolution of the Association, other than for purposes of reorganization, whether

voluntary or involuntary or by operation of Law, none of the property of the Association, nor any proceeds thereof,

nor any assets of the Association shall be distributed to any members of the Association. After payment of the

debts of the Association, its property and assets shall be donated to an organization selected by a majority vote of

the board of directors for the benefit of the Border Collie breed.

Article VII: Amendments

The Bylaws may be amended by two-thirds vote of the members in good standing provided the proposed

amendments have been mailed to each member at least two weeks prior the date of the voting with specific

instructions regarding when, where, and how ballots will be tallied. Signed official mail-in ballots will be accepted if

received by the secretary prior to the voting date. At the conclusion of the voting, any changes will take effect.