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Constitution & Bylaws

By-Law No. 1

A by-law relating generally to the conduct of the affairs of the WORKING AUSTRALIAN KELPIES OF CANADA INCORPORATED (the “Corporation”)

1. GENERAL

1.1 The name of the Corporation shall be Working Australian Kelpies of Canada Incorporated (the “Corporation”).

1.2 The Corporation shall operate in all of Canada.

1.3 The Head Office of the Corporation shall be at 81071 Cherrydale Road, RR#4, in the town of Goderich, in the province of Ontario, N7A 3Y1. Subject to the Canada Corporations Act (the “Act”), the Corporation may, by a by-law, change the place or municipality and the province in which the registered office of the Corporation shall be situated. A copy of the by-law approved by 2/3 votes of the members cast in favour of the by-law shall be filed with the Minister.

1.4 An impression of the seal of the Corporation is impressed in the margin hereof.

2. OBJECTS

2.1 The objects of the Corporation shall be:

a) To encourage and promote quality in the breeding of Australian Kelpies (the “Breed”) and to do all possible to bring their working ability and natural qualities to perfection.

b) To do all in its power to protect and advance the interest of the Breed and to encourage education and sportsmanlike competition at herding trials, agility trials, obedience trials, conformation shows and other tests and events.

c) The Corporation shall be operated on a not for profit basis. Any resulting surplus shall not be used to the benefit of any member of the Corporation.

d) The members of the Corporation shall adopt and may from time to time revise such by-laws as may be required to carry out these objects.

3. MEMBERSHIP

3.1 Membership Year shall be based on the calendar year, January 1 to December 31.

3.2 Eligibility: Membership in the Corporation shall be limited to persons interested in furthering the objects of the Corporation.

3.3 Types of Membership: There shall be two (2) types of membership, as follows:

a) Regular Member: A member, with voting privileges, eighteen (18) years of age or older.

b) Junior Member: A member under eighteen (18) years of age, this membership may not vote or hold office.

3.4 Dues: Membership dues shall be set and may be reviewed and revised by the Board of Directors of the Corporation. Membership dues are payable by the 1st day of each year. During the month of November, the Secretary shall notify each member that the dues for the ensuing year are payable.

3.5 Application for Membership: Each applicant for membership shall apply on a form as approved by the Board of Directors of the Corporation, which shall provide that the applicant agrees to abide by these by-laws and the rules of the Canadian Kennel Club and consents to the holding of member’s meeting by way of teleconference or other electronic means as more particularly described in section 4.1(e) hereof. The application shall state the name, address and email address of the applicant and it shall carry the endorsement of one (1) member in good standing of the Corporation. Accompanying the application, the prospective member shall submit dues payment for the current year.

3.6 Approval of Membership: Applicants will be admitted to membership by resolution of the Board of Directors of the Corporation.

3.7 Rejection of Membership: Any applicant who has been rejected must be provided with a reason for such rejection.

3.8 Termination of Membership: Membership may be terminated as follows:

a) Withdrawal: Any member in good standing may withdraw from the Corporation upon providing written notice to the Secretary.

b) Lapsing: A membership will be considered as lapsed and automatically terminated if such member’s dues remain unpaid thirty (30) days after the first day of the fiscal year.

c) Expulsion: A membership may be terminated by expulsion as provided in Section 13.4 of these by-laws.

3.9 Voting Privileges: An individual must be a member of the Corporation for one (1) full year prior to being granted voting privileges. Only Regular Members in good standing are entitled to vote.

4. MEMBERS’ MEETINGS

4.1 a) The Annual General Meeting of the Corporation shall be held annually on such day and at such place in Canada as the Board of Directors shall appoint, preferably in conjunction with the Corporation’s annual national event.

b) Special General Meetings: The Board of Directors or the President or the Vice President shall have power to call, at any time, a Special General Meeting of members of the Corporation. The Board of Directors shall call a Special General Meeting on written requisition of members carrying not less than 10% of the voting rights.

c) At every Annual General Meeting, in addition to any other business that may be transacted, the financial statements and the report of the auditors shall be presented and auditors appointed for the ensuing year.

d) The members may consider and transact any business either special or general at any meeting of the members. 20% of members present in person or via teleconference or other electronic means, or represented by proxy at a meeting will constitute a quorum. The Secretary shall determine quorum by taking a roll call and recording the names of the members present and shall be responsible for counting and recording votes for or against any resolution put to the members for a vote.

e) If at least 50% of the members approve in advance of the holding of a meeting of members of the Corporation by teleconference or other electronic means, any such meeting may be held by such means, provided that they allow participants to communicate adequately with each other and provide equal access to each participant. Each member, by applying for membership, consents in advance to the holding of member’s meetings by such means.

f) Fourteen (14) days’ written or electronic notice shall be given to each voting member of any Special General Meeting of members and sixty (60) days’ written or electronic notice shall be given to each voting member of the Annual General Meeting of the Corporation. Notice of any meeting where special business will be transacted shall contain sufficient information to permit the member to form a reasoned judgment on the decision to be taken. Notice of each meeting of members must remind the member if the member has the right to vote by proxy and attach a form of proxy for use by the member.

g) Each voting member present at a meeting shall have the right to exercise one (1) vote. A member may, by means of a written proxy, appoint a proxy holder to attend and act at a specific meeting of members, in the manner and to the extent authorized by the proxy. A proxy holder must be a member in good standing of the Corporation.

h) A majority of the votes cast by the members present and carrying voting rights shall determine the questions in meetings except where the vote or consent of a greater number of members is required by the Act or these by-laws.

i) No error or omission in giving notice of any Annual or Special General Meeting or any adjourned meeting, whether annual or general, of the members of the Corporation shall invalidate such meeting or make void any proceedings taken thereat and any member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. For the purpose of sending notice to any member, director or officer for any meeting or otherwise, the street address or email address of the member, director or officer shall be his last address on the books of the Corporation.

5. BOARD OF DIRECTORS

5.1 The property and business of the Corporation shall be managed by a Board of Directors, comprised of a minimum of three directors. The number of directors shall be determined from time to time by a majority of the directors at a meeting of the Board of Directors and sanctioned by an affirmative vote of at least two-thirds (2/3) of the votes cast in favour of the resolution at a meeting of members duly called for the purpose of determining the number of directors to be elected to the Board of Directors. Directors must be individuals, 18 years of age, with power under the law to contract and must be members of the Corporation.

5.2 The applicants for incorporation shall become the first directors of the Corporation whose term of office shall continue until their successors are elected or appointed.

5.3 At the first meeting of members, the provisional directors named in the Letters Patent of the Corporation shall resign and be replaced by a Board of Directors comprised of the officers of the Corporation (President, Vice-President, and Secretary/Treasurer (the “Officers”) plus four (4) regional directors (the “Regional Directors”) representing at least four (4) of the six (6) regions across Canada; the six (6) regions being: British Columbia, the Prairie Provinces (Alberta, Saskatchewan, Manitoba), Ontario, Quebec, the Atlantic Provinces and the Yukon and Northwest Territories for a total of seven (7) directors (collectively, the “Directors”). Directors must reside in the region they represent.

5.4 Officers

The officers of the Corporation shall be the President, Vice-President, and Secretary/Treasurer. All officers must be members in good standing of the Canadian Kennel Club.

a) The President shall be the chief executive officer of the Corporation. He shall preside at all meetings of the Corporation and of the Board of Directors. He shall have general and active management of the affairs of the Corporation. He shall see that all orders and resolutions of the Board of Directors are carried into effect.

b) The Vice-President shall, in the absence of the President, perform the duties and exercise the powers of the President and shall perform such other duties as shall from time to time be imposed upon him by the Board of Directors.

c) The Treasurer shall have the custody of the funds and securities of the Corporation and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the Corporation in the books belonging to the Corporation and shall deposit all monies, securities and other valuable effects in the name and to the credit of the Corporation in its bank account. He shall disburse the funds of the Corporation as may be directed by proper authority, taking proper vouchers for such disbursements, and shall render to the President and Board of Directors at the regular meeting of the Board of Directors, or whenever they may require it, an accounting of all transactions and a statement of the financial position of the Corporation. He shall also perform such other duties as may from time to time be directed by the Board of Directors. The offices of Treasurer and Secretary may be combined in one person.

d) The Secretary shall keep a record of all directors’ and members’ meetings of the Corporation and of all votes taken in the order of business. He shall receive and send correspondence on behalf of the Corporation to notify members of meetings, notify new members of their election to membership, notify Directors of their election to office, keep a roll of the current members of the Corporation complete with addresses, email addresses and telephone numbers and carry out such other duties as are prescribed by these by-laws and/or by the Board of Directors or the President, under whose supervision the Secretary shall be. The Secretary shall be the custodian of the seal of the Corporation. The offices of Treasurer and Secretary may be combined in one person.

5.5 Terms of Office

a) Directors shall be elected for a term of two (2) years by the members of the Corporation and must themselves be members in the Corporation.

b) The elected Directors shall take office on January 1st of the year following the election. Each of the former members of the Board of Directors of the Corporation shall turn over to his successor in office, all properties and records relating to that office by January 1st of the new term.

5.6 Vacancies

The office of Director shall be automatically vacated:

a) if at a Special General Meeting of members, a resolution is passed by 75% of the votes cast in favour of the removal of the Director;

b) if a Director has resigned his office in the form of a written resignation to the Secretary of the Corporation;

c) if he is found by a court to be of unsound mind;

d) if he becomes bankrupt or insolvent or compounds with his creditors;

e) on death;

provided that if any vacancy shall occur for any reason in this paragraph contained, the Board of Directors by a majority vote of the remaining Directors in office, may, by appointment, fill the vacancy with a member of the Corporation.

5.7 Directors shall serve as such without remuneration and no Director shall directly or indirectly receive any profit from his position as such; provided that a Director may be paid reasonable expenses incurred by him in the performance of his duties.

6. DIRECTORS’ MEETINGS

6.1 Meetings of the Board of Directors may be held at any time and place to be determined by a majority of the Directors provided that either 48 hours’ notice of such meeting shall be given by electronic means or fourteen (14) days’ notice by mail is given to each Director. There shall be at least one (1) meeting per year of the Board of Directors. No error or omission in giving notice of any meeting of the Board of Directors or any adjourned meeting of the Board of Directors of the Corporation shall invalidate such meeting or make void any proceedings taken thereat and any Director may at any time waive notice of any such meeting and ratify, approve and confirm any or all proceedings taken or had thereat. Each Director is authorized to exercise one (1) vote.

6.2 A majority of Directors in office, from time to time, but no less than three (3) Directors, shall constitute a quorum for meetings of the Board of Directors. Any meeting of the Board of Directors at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions of the Board by or under the by-laws of the Corporation. There shall be no proxy voting or mail ballots allowed.

6.3 Each Director, by accepting a nomination to stand for election, thereby consents to the holding of meetings by teleconference or other electronic means that allow the Directors to communicate adequately with each other and provides each Director with equal access.

7. INDEMNITIES TO DIRECTORS AND OTHERS

Every Director and his heirs, executors and administrators, and estate and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the Corporation, from and against:

a) all costs, charge and expenses which such Director, sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against him, or in respect of any act, deed, matter of thing whatsoever, made, done or permitted by him, in or about the execution of the duties of his office or in respect of any such liability;

b) all other costs, charges and expenses which he sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his own willful neglect or default.

8. EXECUTION OF DOCUMENTS

Contracts, documents or any instruments in writing requiring the signature of the Corporation, shall be signed by any two Officers and all contracts, documents and instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality. The Board of Directors shall have power from time to time by resolution to appoint an Officer or Officers on behalf of the Corporation to sign specific contracts, documents and instruments in writing. The seal of the Corporation when required may be affixed to contracts, documents and instruments in writing signed as aforesaid or by any Officer or Officers appointed by resolution of the Board of Directors.

9. FINANCIAL YEAR

The Corporation’s fiscal year shall begin on the 1st of January and end on the 31st of December.

10. FINANCES

The Corporation shall have an independent bank account in the name of the Corporation with a Canadian chartered bank. All cheques drawn from the Corporation’s account must have the signature of a minimum of two (2) Officers, naming the office.

11. ELECTIONS

11.1 Ballots

The Election of Directors shall be conducted by secret ballot. A member present by teleconference or other electronic means must have previously delivered to the Secretary a written ballot for his vote to be counted. The person receiving the largest number of votes for each position shall be declared elected. If any nominee is unable to serve for any reason, such nominee shall not be elected and the vacancy so created shall be filled by the new Board of Directors in the manner provided by Section 5.6.

11.2 Nominations

a) No person may be a candidate in an election of Directors who has not been nominated in accordance with these by-laws. A Nominating Committee shall be chosen by the Board of Directors no less than four (4) months prior to the Annual General Meeting. The Committee shall consist of three members, all members in good standing, no more than one of whom may be a member of the current Board of Directors. The Board shall name a Chairman for the Committee. The Nominating Committee may conduct its business in person, by mail, or by teleconference or other electronic means.

b) The Nominating Committee shall nominate from among the eligible members of the Corporation, one candidate for each office and for each other position on the Board of Directors and shall procure the acceptance of each nominee so chosen. Candidates shall not be nominated for more than one office or position. The Committee shall then submit its slate of candidates to the Secretary who shall mail the list, including the full name of each candidate and the name of the province and region in which he resides, to each member of the Corporation no less than (60) sixty days prior to the Annual General Meeting, so that additional nominations may be made by the members if they so desire.

c) Additional nomination of eligible members may be made by written petition addressed to the Secretary no less than forty-five (45) days prior to the Annual General Meeting, signed by two members and accompanied by the written acceptance of each such additional nominee signifying his willingness to be a candidate.

d) If no valid additional nominations are received by the Secretary within forty-five (45) days prior to the Annual General Meeting, the Nominating Committee’s slate shall be declared elected and no balloting will be required.

e) If one or more valid additional nominations are received by the Secretary within forty-five (45) days prior to the Annual General Meeting, he shall, thirty (30) days prior to the Annual General Meeting, mail to each member in good standing a ballot listing all of the nominees for each position in alphabetical order, with the names of the province or region in which they reside, together with a blank envelope and a return envelope addressed to the Secretary marked “Ballot” and bearing the name of the member to whom it was sent. In order to be counted, such ballots must be received by the Secretary at least ten (10) days prior to the meeting. So that the ballots may remain secret, each voter, after marking his ballot, shall seal it in the blank envelope which in turn shall be placed in the second envelope addressed to the Secretary. The inspectors of election shall check the returns against the list of members whose dues are paid for the current year prior to opening the outer envelopes and removing the blank envelope, and shall certify the eligibility of the voters as well as the results of the voting which shall be announced at the Annual General Meeting.

f) Nominations cannot be made at the Annual General Meeting or in any manner other than as provided above.

12. COMMITTEES

12.1 Standing Committees

The Board of Directors may each year appoint standing committees to advance the work of the Corporation in such matters as herding trials, obedience trials, conformation shows, trophies, annual prizes, membership and other fields which may be served by such committees. Such committees shall always be subject to final authority of the Board of Directors. Ad hoc committees may from time to time be appointed by the Board of Directors to aid the Board with specific projects. Committee members shall receive no remuneration.

12.2 Committee Appointments

Any committee appointment may be terminated by a majority vote of the Board of Directors upon written notice being sent to the appointee, and the Board of Directors may appoint a successor to the person whose services have been terminated.

13. DISCIPLINE

13.1 Animal Pedigree Act Conviction or Cruelty to Animals Conviction

Any member who is found guilty of contravening the Animal Pedigree Act or of cruelty to animals shall be suspended from the privileges of membership in the Corporation.

13.2 Complaints

a) Any member may lay a complaint against a member for alleged misconduct prejudicial to the best interests of the Corporation or the breed. Written complaints containing details of the alleged misconduct must be filed in duplicate with the Secretary together with a deposit of $100.00 which shall be forfeited if the defendant is found guilty at a hearing of the Board of Directors or by a committee duly appointed for this purpose.

b) The Secretary upon receiving such a complaint, within 30 days shall forward a copy of the complaint, along with a notice of hearing to the defendant, the complainant and each member of the Board of Directors or appointed committee.

c) The hearing date shall be set no later than 90 days from date of receipt of the complaint. If the hearing is held by the Board of Directors, a minimum of four (4) members of the Board of Directors must be present. In the event that the hearing is held by a committee, at least a majority of the appointed committee shall be present. Should a complaint be laid against the Secretary, then the President shall act in accordance with these by-laws.

13.3 Hearing

The Board of Directors or appointed committee shall ensure that both the complainant and the defendant are treated fairly and in accordance with the rules of natural justice. Should the complaint be sustained after hearing all the evidence and testimony presented by the complainant and defendant, the Board of Directors or committee may by a majority vote of those present, impose an appropriate penalty. The Secretary shall then notify each of the parties of the decision within 30 days of the decision.

13.4 Expulsion

Expulsion of a member from the Corporation shall be ratified at an Annual General Meeting of the Corporation following a proper hearing and upon the recommendation of the Board of Directors or committee being provided as stated in Section 13.3 of this Article. The President shall read the complaint and report the findings and recommendations of the Board of Directors or appointed committee, and shall invite the defendant, if present, to speak on his own behalf. The members shall then vote by secret written ballot on the proposed expulsion. A 2/3 vote of those present shall be necessary for expulsion.

14. AMENDMENTS

14.1 AMENDMENT OF BY-LAWS – GENERAL

The by-laws of the Corporation not embodied in the Letters Patent may be repealed or amended by by-law, or a new by-law relating to the requirements of subsection 155(2) of the Act, may be enacted by a majority of the Board of Directors and sanctioned by an affirmative vote of at least two-thirds (2/3) of the votes cast in favour of the by-law at a meeting of members duly called for the purpose of considering the said by-law, provided that the enactment, repeal or amendment of such by-laws shall not be enforced or acted upon until the approval of the Minister of Industry has been obtained, if required.

14.2 Proposal for Amendments

Amendment to the by-laws or the Breed standard may be initiated by the Board of Directors or by written petition addressed to the Secretary signed by twenty percent (20%) of members in good standing. Amendments proposed by such petition of the members must be considered and voted on by the Board within ninety days (90) of the date when the petition was received by the Secretary.

14.3 Ratification by Vote of Members of Amendments to Breed Standard

Ratification and approval of amendments to the Breed standard previously approved by the Board of Directors may be conducted by mail ballot. In such case, the Secretary shall mail to each member in good standing on the date of mailing, a ballot on which the member may indicate his choice for or against approval of the proposed amendment. “Dual envelope” procedures shall be followed in handling such ballots, to assure secrecy of the vote. The ballot shall specify a date not less than thirty (30) days after the date of mailing by which date the ballots must be returned to the Secretary to be counted. A two-thirds (2/3) majority vote of those eligible voting members who have voted is required to effect an amendment to the Breed standard.

14.4 Canadian Kennel Club Approval

In the event that the Corporation is recognized as a national club by the Canadian Kennel Club (the “CKC”), no amendment to the Letters Patent, by-laws, or breed standard shall become effective until it has been approved by the CKC.

15. CKC RECOGNITION

The Corporation may elect to give up its status as a national club recognized by the CKC at any time by providing to the CKC, written documentation signed by at least 2/3 of the members of the Corporation who are in favour of this decision. Proxies are not permitted.

16. DISSOLUTION OF THE CORPORATION

In the event of the dissolution of the Corporation, other than for the purposes of reorganization, whether voluntary or involuntary or by operation of law, none of the property of the Corporation, nor any proceeds thereof, nor any assets of the Corporation shall be distributed to any members of the Corporation, but rather after payment of the debts of the Corporation, its property and assets shall be given to a charitable organization for the benefit of dogs, such organization being selected by the Board of Directors.

17. AUDITORS

The members shall, at each Annual General Meeting, appoint an auditor to audit the accounts and annual financial statements of the Corporation for report to the members at the next Annual General Meeting. The auditor shall hold office until the next Annual General Meeting provided that the directors may fill any casual vacancy in the office of the auditor. The remuneration of the auditor shall be fixed by the Board of Directors.

18. RULES AND REGULATIONS

The Board of Directors of the Corporation may prescribe such rules and regulations not inconsistent with these by-laws relating to the management and operation of the Corporation as they deem expedient, provided that such rules and regulations shall remain in force and effect only until the next meeting of the members of the Corporation when they shall be confirmed, and failing such confirmation at such Annual General Meeting of members, shall at and from that time cease to have any force and effect.

19. ORDER OF BUSINESS

19.1 At meetings of the members of the Corporation, the order of business, so far as the character and nature of the meeting may permit, shall be as follows:

Roll Call
Minutes of last meeting
Report of President
Report of Secretary
Report of Treasurer
Reports of Committees
Election of Officers and Board (at annual meeting)
Unfinished business
New business
Adjournment

19.2 At meetings of the Board of Directors of the Corporation, the order of business, unless otherwise directed by majority vote of those present, shall be as follows:

Reading of minutes of last meeting
Report of Secretary
Report of Treasurer
Reports of Committees
Unfinished business
Approval of new members
New business
Adjournment

20. INTERPRETATION

In these by-laws and in all other by-laws of the Corporation hereafter passed unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa, and references to persons shall include firms and corporations.