ALASKAN SLED DOG AND
REVISED March 25 1999
ALASKAN SLED DOG AND RACING ASSOCION, INC.
(AN ALASKAN NONPROFIT CORPORTION)
This organization is incorporated under the laws of the State of Alaska and known as “THE ALASKAN SLED DOG AND RACING ASSOCIATION,INC”.
The Corporation shall maintain its principal office for the transaction of its business within the Third Judicial District, State of Alaska.
The Corporation shall have a seal.
As set forth in Article III of the Article of Incorporation, the object for which the Alaskan Sled Dog and Racing Association, Inc. is organized is exclusively for purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code. These purposes include, but are not limited to, preserving cultural heritage of Alaskan dog Mushing, preserving and maintaining recreational areas for the youth and public of Alaska, combating juvenile delinquency, providing cultural and historical education regarding dog Mushing, and operating to prevent cruelty to animals.
SECTION 1: Classes of Membership
(a) Regular membership in the Corporation shall be limited to any persons of sound mind, who are over the age of 18, and each regular member shall have no more than one (1) vote in the management of the Corporation. Supporting and Business membership in the Corporation is open to any person or business. Supporting and Business members shall have no voting privileges.
(b) Regular membership in the Corporation may be obtained by submission in person by application, of a properly completed application bearing the signature of a sponsor who shall be a member of the Corporation in good standing, together with an initiation fee of $10.00 and annual dues. The application shall be presented at a race the individual participates in or at a regular meeting in person and shall be vote upon at the next succeeding regular meeting of the Corporation, where a majority vote of those present will pass or reject the application. Should the application be rejected, the applicant cannot reapply for membership until a minimum of six months shall have transpired subsequent to the date of the meeting of the Corporation wherein the application was rejected.
SECTION 2: Dues
(a) Regular Members: Annual dues for regular members shall be Twenty-five Dollars ($25.00).
(b) Joint Members: Husbands and wives who elect to apply joint membership shall pay
Annual dues of Thirty-five dollars ($35.00)
(c) Honorary Members: The Board of Directors acting in its sole discretion, may award Honorary membership to such persons as it deems worthy award Honorary membership to such persons as it deems worthy. Such Honorary member shall not be required to pay dues or initiation fees.
(d) Supporting Members : Annual dues for supporting members shall be Fifteen Dollars ($15.00)
(e) Business Members : Annual dues for business members shall be Fifty Dollars ($50.00)
SECTION 3: Delinquency
All Dues as forth in Section 5 are due the 1st of November of each year and are delinquent if not paid prior to February 28. All delinquent members shall be dropped from the roles and may be reinstated only after filing a new application in the same manner as new members.
SECTION 4: Expulsion
Any member may be expelled by the membership when it appears to them that it is the best interest of the Corporation that such member be expelled. Prior to such expulsion, said accused member shall be given notice of the charges and shall be afforded a hearing on said charges by Board of Directors.
The membership upon the completion of said hearing shall decide by majority vote of those present, whether or not it is in the best interest of the organization that said member be expelled.
SECTION 5: Inactive Members
Any member of the Armed Forces transferred from the Greater Anchorage Area shall be carried on the roles as an inactive member, but upon their return must pay their yearly dues designated, or be dropped from the membership roles.
SECTION 6: Junior Alaskan Sled Dog and Racing Association
The JUNIOR ALASKAN SLED DOG AND RACING ASSOCIATION shall be under sponsorship of the ALASKAN SLED DOG AND RACING ASSOCIATION, INC. and each member upon becoming eighteen (18) years may apply for membership in the parent organization in the approved manner.
SECTION 1: General Powers
The business and affairs of the Corporation shall be managed by its Board of Directors.
SECTION 2: Number, Tenure and Qualifications
The Board of directors shall be nine (9) in number, to be composed of the four offices of the Corporation, plus five (5) members, all of whom shall be elected from the general membership of the Corporation at the annual meeting of the Board of Directors. Three of the five members Directors shall be elected for a two-year term, two shall be elected for one-year term, and two will continue service. The term of each director shall begin immediately after his election or Directors may succeed themselves.
The Board of Directors of this Corporation shall have the power to increase the number of Directors from the number of Directors provided in the Articles of Incorporation to any number not exceeding twenty-one (21) Directors.
Any director may be removed from office at any time majority vote of the general membership. Any Director shall be removed if he fails to attend three- (3) consecutive meeting without excuse acceptable to the Board. Any director may resign at any time upon giving written notice to the Board. Any vacancy occurring in the office of a director shall filled by majority vote of the general membership, and the new director shall serve for the unexpired term remaining.
To be eligible to be a director, a person shall be twenty-one (21) years of age or older, shall have been a resident of the Third Judicial District of Alaska for at least one (1) year preceding, and shall be a member in good standing. The judgment of the Board as to qualifications of any member shall be final and binding.
SECTION 3: Meetings
The annual meeting of the board and of the Corporation shall be held on the 16th day of December in each year, or at such time as conveniently thereafter may be stated in notice thereof. The Board shall hold such regular meetings from time as determined by the President. Special meetings of the Board of Directors may be called at any time by the President, and may be called upon request of six (6) Directors, or by twenty-five (25) member of the Corporation, or may be held at any time and place, without notice, by consent of all the Directors or by the presence of all the Directors at such meeting.
SECTION 4 : Notice/Place
No notice need be given of annual or regular meetings unless the time or place be other than that stated at the prior meeting. Notice of any special meeting shall be given at least two (2) days previously there to by means that deemed best to give actual notice except that no notice shall be required for meetings held by unanimous consent. Any director may waive notice of any meeting and the attendance of a director at a meeting shall constitute a waiver of a notice, except where the director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Meeting shall be held at the offices of the Corporation or such other place as may from time to time be determined by the Board, the President, or as set forth in the notice.
SECTION 5: Quorum
The majority of the number of Directors shall constitute Quorum, but if less than a majority is present at a meeting, it may be adjourned from time to time without further notice. Ten member in good standing, with no dues owing, shall constitute a quorum for the meeting of the Corporation.
SECTION 6: Manner of Acting
The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
SECTION 7: Acting Without a Meeting
Any action that may be taken by the Board of Directors at a meeting shall be signed by all of the Directors. The business Transacted at any meeting, however called and noticed and wherever held or if no meeting be held, shall be valid if all directors Execute approval of the minutes thereof or written record of the action taken and such writing is made a part of the minutes of the Board.
SECTION 8: Compensation
Unless a resolution of the Board shall provide other-wise, no director shall be compensated except that he may be paid his expenses, if any. This shall not preclude any director from serving the Corporation in any other capacity and receiving reasonable compensation therefor.
SECTION 9: Committees
The Board may be resolution establish such standing or special committees, composed of such Directors and other persons, as may from time be determined. The Board shall ordinarily act as a committee of the whole. All committees will sunset at the election meeting.
SECTION 10: Powers
The Board of Directors shall have and exercise all powers, without limitation, which are by law allowed the Board of Directors of a nonprofit Corporation. The Board of Directors does not have the authority to waive or amend the duly adopted Racing Rules without a vote of the general membership at a regularly scheduled general membership meeting for which notice of any proposed amendment or waiver is sent to the entire general membership at least ten days prior to said meeting.
SECTION 11: Indemnification
In acting for the Corporation, Directors may rely upon financial records and reports prepared by agents of the Corporation. Each director is entitled by right to defense, indemnification and to be held harmless by the corporation for any liability of any kind which a director may suffer or for actions threatened against a director arising from his actions and decisions made for and on behalf of the Corporation to the maximum extent permitted by law.
SECTION 1: Offices
The offices of this Corporation shall be a President, Vice-President, a Secretary and a Treasurer, and such other offices as the Board of Directors shall deem necessary and proper to expedite the affairs of the corporation.
SECTION 2: Term
The term of office of the offices shall be for one (1) year.
SECTION 3: President
The President shall preside at all meetings of the Corporation and perform all duties incident to that office. He shall, subject to the approval of the Board of Directors, appoint all committees and he shall be an ex-officio member of all committees. He shall, at the annual meeting of the Corporation and at such other times as he may deem proper, recommend to the membership or the Board of Directors, such matters and make such suggestions, as may tend to promote the prosperity and increase the usefulness of the Corporation.
SECTION 4: Vice-President
In the absence of the President, the Vice-President shall act in his place and stead and shall be vested with all of the powers and perform all of the duties of the President.
SECTION 5: Secretary
It shall be the duty of the Secretary to keep a record of the proceedings of the Board of Directors and of the membership meetings, to keep the corporate seal of the Corporation and to affix such corporate seal to all papers requiring the seal of the corporation, to discharge such other duties as pertain to his or her office and as may be prescribed by the Board of Directors.
SECTION 6: Treasurer
It shall be the duty of the treasurer to maintain proper financial records of the Corporation, to receive and hold the funds of the Corporation and pay them out as prescribed by the Board of directors, shall furnish and submit at each annual meeting of the membership a full statement of his accounts for the past year and at any time as may be prescribed by the Board of Directors. He shall be bonded for a sum not less than Five Thousand Dollars ($5,000.00).
SECTION 7: Salaried Employees
All salaried employees of this corporation shall furnish a bond; however, the board of Directors in its discretion may waive the posting of a bond.
SECTION 1: Appointment
The President of the Corporation shall appoint the chairman of all committees and may appoint the membership of said committees. All of said appointments shall be subject to the approval or disapproval of the Board of Directors and such approval or disapproval shall require a majority of the directors.
SECTION 2: Authority of Committees
It shall be the function of the Committee to investigate and make recommendations within the scope designated by the president of the Board of Directors. They shall make written or oral reports to the Board of Directors, as requested by the President.
SECTION 3: Committee Meetings
Meetings of committee may be called at any time by the President of the Chairman of such Committee. The President shall request the report of the Committee at any time that he deems wise.
SECTION 1: Control
All funds of the corporation shall be under the direction and control of the Board of Directors.
SECTION 2: Uses
No obligations or expense shall be incurred, and no money shall be appropriated or paid out of general fund, except for current expenses and for such other purpose as provided in the Articles of In Corporation, and in no event shall money belonging to the Corporation be expended for other than Corporation purposes.
SECTION 3: Approval
No disbursement of funds of the Corporation in excess of Twenty-Five ($25.00) shall be make unless the same has been on the approved budget authorized by the Board of Directors and each bill in excess of Twenty-Five ($25.00) must expressly be approved by the Board of Directors before payment thereof.
SECTION 4: Receipts
The receipts from the membership dues and other sources when the disposition thereof is not specifically designated, shall constitute the general fund of the corporation.
SECTION 1: Date of Election
The election of the Officers and the Board of Directors shall be held at the Corporation’s regular meeting the third week in April of each year.
SECTION 2: Nominating
The Board of Directors shall appoint five (5) active members in good standing, who are not members of Board of directors, to serve as a nominating committee, and it shall prepare a list of at least two (2) times a number of candidates to be elected, to be placed on the official ballot. At least thirty (30) days prior to the date set for the election, the president shall ask for nominations from the floor. Any member in good standing, nominated for and properly seconded, must be put on the official ballot. All nominations for candidates for office shall close at least twenty-one (21) days prior to the date set for election and a list of all nominees must be mailed to each member in good standing at least Fourteen (14) days prior to date set for the election.
SECTIOIN 3: Voting
All voting shall be by secret ballot at a general corporate meeting called for that purpose, in conformity with such rules and regulations as the Board of Directors may adopt. No proxy voting shall be allow.
SECTION 1: Salaries
The salaries of the offices and employees of the Corporation shall be fixed by the Board of Directors.
SECTION 2: Liability
The Board of Directors shall not make obligations or incur liabilities on the Corporation in excess of the net income of the corporation without prior approval of the membership. No contract or agreement shall be binding upon the Corporation unless said contract or agreement is authorized by the Board of Directors of the Corporation, evidenced by a resolution by the Board of Directors. Any contract or agreement shall be signed by the President and the Secretary of the Corporation and shall carry the corporate seal.
SECTION 3: Inspection of Election
The President shall appoint from member in good standing, who are not candidates, a committee of three (3) inspectors of election, whose duties shall be to conduct and supervise the election, receive the ballots, and determine the validity of each, and to count the ballots. The Secretary shall prepare, for the inspectors of election, a list of all member entitled to vote.
SECTION 4: Parliamentary Rules
The proceeding of the Corporation meetings. Including those of the Board of Directors, shall be governed by, and conducted according to the latest edition of Robert’s Rules of Order.
The fiscal year of the Corporation shall be June 1 to May 31.
The Corporation shall have no authority to and shall take no action which, under the laws of the United States or Alaska, are prohibited by nonprofit Corporations or which jeopardize the Corporation’s tax exempt status.
SECTION 1: Bylaws
These bylaws may be amended or altered by a two-thirds (2/3) vote of present at any regular meeting, or special meeting of the Corporation, provided notices of the proposed change have been mailed by the Secretary to each member not less than ten (10) days prior to such meeting.
SECTION 2: Approval
All proposed amendments shall first receive the approval of the Board of Directors,
KNOW ALL MEN BY THESE PRESENTS: that the undersigned Secretary of the Alaskan Sled Dog and Racing Association, Inc. does hereby certify that the above and foregoing Bylaws were duly adopted by the Board of Directors as the Bylaws of Corporation of the 25th day of March, 1999.
President, Jeff Barnhart Secretary, Kathie Hayashi Barnhart