bylaws of sporting dog association of missouri
Article I
Purposes & Restrictions
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The purpose of the Corporation shall be those non-profit purposes stated in the Articles of Incorporation, as may be amended. No part of the net earnings or other assets of the Corporation shall inure to the benefit of, be distributed to or among, or revert to any director, officer, contributor or other private individual having, directly or indirectly and personal or private interest in the activities of the Corporation, except that the Corporation may pay reasonable compensation for services rendered and make payments and distributions in furtherance of the non-profit purposes stated in the Articles of Corporation.
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Article II
Offices
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The initial principal office of the Corporation in the state of Missouri shall be located in the city of Middletown, Missouri. The Corporation may have such other offices within or outside of Middletown as may be determine from time to time.
The registered office of the Corporation required under the laws of the State of Missouri to be maintained in the State of Missouri may be, but not need to be, identical with the principal office in the State of Missouri, and the address of the registered office may be changed from time to time in conformity with the laws of the State of Missouri.
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Article III
Membership
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The Corporation shall not have stockholders but shall have members which memberships shall be open to those persons interested in the promotion of the goals and purposes for which the Corporation was organized. An annual membership meeting shall be held for the purpose of electing officers and Directors and transacting such other business as may come before the meeting.
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Article IV
Board of Directors
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A. Management. The affairs of the Corporation shall be managed, supervised and controlled by a Board of Directors consisting of not less than three (3) nor more than thirty (30) persons (as decided from time to time by the Board of Directors) elected by a majority of the organization's members.
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B. Term and Election of Directors. Each director shall be elected for a term of one (1) year at an annual meeting of the organization membership. Vacancies occurring on the Board of Directors, including vacancies due to an increase in the number of directors, may be filled by the directors then in office.
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C. Meetings. The Annual Meeting of the Board of Directors shall be held during the first 6 months of the year unless otherwise determined by a majority of the Board, and all meetings of the Board, regular or special, shall be held at the principal office of the Corporation, or at such time and place within the State of Missouri as shall be designated by the President then as determined by the Board of Directors. Special meetings of the Board of Directors may be called by or at the request of the President, or in the President's absence by the Vice President, or by any two directors.
a. Members of the Board of Directors, may participate in a meeting of the Board or committee by means of conference telephone or similar communications equipment whereby all persons participating in a meeting can hear each other, and participation in a meeting in this manner shall constitute presence in person at the meeting.
b. Any action which is required to be or may be taken at a meeting of the directors, or of any committee of the directors, may be taken without a meeting if consents in writing, setting forth the action so taken, are signed by all of the members of the Board or of the committee as the case may be. The consent shall have the same force and effect as a unanimous vote at a meeting duly held, and may be stated as such in any certificate or document. The Secretary shall file the consents with the minutes of the meetings of the Board of Directors or of the committee as the case may be.
c. Board of Director positions will be automatically terminated if he/she does not hold an active membership and role in the Organization for a period of 3 years.
D. Notice. Notice of any annual or special meeting shall be mailed, emailed, or electronically notified of any meeting at least five days prior to each Director at such Director's business or home address. If mailed, such notices shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postdated thereon prepaid. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need to be specified in the notice or waiver of notice of such meeting.
Quorum. A majority of the members of the Boards of Directors (including one or more officers) shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
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F. Manner of Acting. The act of the majority of the Directors present at a meeting of the Directors at which a quorum is present shall be the act of the Board of Directors unless a greater number is required under the Articles of Corporation, these Bylaws or any applicable law in the State of Missouri.
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G. Committees. The Board of Directors may by resolution adopted by a majority of the directors in office establish one or more committees, each of which shall consist of two or more directors, under such terms and with such powers as shall be specified in such resolution.
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Article V
Officers
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​A. Number and Election. The officers of the Corporation shall be a President, a First Vice President, a Second Vice President, a Secretary and a Treasurer. The members of the Corporation may also elect one or more additional Assistant Secretaries and Assistant Treasurers with Board approval. All officers shall be elected at the annual meeting of the Corporation membership, to be held in the last 6 months of the year, by a majority of those members present including newly elected members, and said officers shall hold office at the pleasure of the Corporation for a term of one (1) year or until their successors shall have been elected and qualified. Where a vacancy of occurs in office, it shall be filed by the Board for an unexpired term. Any two or more offices, except the offices of President and Vice President or President and Secretary, may be held by the same person.
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B. President. The President shall be the chief executive officer of the Corporation. The President shall preside at all meetings of the Board of Directors, the annual Membership meeting and shall have the power to transact all of the usual, necessary and regular business of the Corporation as may be require and, with such prior authorization of the Board as may be required by these Bylaws, to execute such contracts, deeds, bonds and other evidences of indebtedness, leases and other documents as shall be required by the Corporation; and, in general, the President shall perform all such other duties incident to the office of the President and chief executive officer and such other duties as may from time to time be prescribed by the Board of Directors.
C. First Vice President. The First Vice President shall act as chief executive officer in the absence of the President and, when so acting, shall have all the power and authority of the President. Further, the First Vice President shall have such other and further duties as may from time to time be assigned by the Board of Directors.
D. Second Vice President. The Second Vice President shall act as chief executive officer in the absence of the President and the First Vice President, When so acting shall have all the power and authority of the President. Further, the Second Vice President shall have such other and further duties as may from time to time be assigned by the Board of Directors.
E. Secretary. The Secretary shall record and preserve the minutes of the meetings of the Board of Directors and all committees of the Board, as well as Membership meetings, and shall cause notices of all meeting of the Board of Directors, Membership meetings, and committees to be given, and shall perform all other duties incident to the office of Secretary or as from time to time directed by the Board of Directors or by the President.
F. Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds of the Corporation, shall deposit such funds in bank or banks as the Board of Directors may from time to time determine, and shall make reports to the Board of Directors and Members as requested. The Treasurer shall see that an accounting system is maintained in such a manner as to give a true and accurate accounting of the financial transactions of the Corporation, that reports of such transactions are presented promptly to the Board of Directors and at Membership Meetings, that all expenditures are made to the best possible advantage, and that all accounts payable are presented promptly for payment. The Treasurer shall further perform such duties incident to the office and as to the Board of Directors or the President may from time to time determine.
G. Removal and Resignation. Any officer may be removed, with or without cause, by the vote of a majority of the entire Board of Directors at any meeting of the Board. Any officer may resign at any time by giving written notice to the Board of Directors, the President or the Secretary. Any such resignation shall take effect at the time specified therein; and unless otherwise specified therein, the acceptance of a resignation shall not be necessary to make it effective.
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Article VI
General Provisions
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A. Contracts, Etc., How Executed. Expect as in these Bylaws otherwise provided or restricted, the Board of Directors may authorize any officer or officers, agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confirmed to specific instances; and, unless so authorized, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge it's credit or to render it liable pecuniarily for any purpose or in any amount unless in the ordinary course of business.
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B. Loan. Unless in the ordinary course of business, no loans shall be contracted on behalf of the Corporation and no negotiable paper shall be issued in its name, unless and except as authorized by the Board of Directors in accordance with the provisions of the Bylaws. To the extent so authorized, any officer or agent of the Corporation may effect loans and advances at any time for the Corporation from any bank, trust company, or other institution, or from any firm, Corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other evidences of indebtedness of the Corporation, and when authorized as aforesaid, may pledge, hypothecate or transfer any and all stocks, securities and other personal property at any time held by the Corporation as security for the payment of any and all loans, advances, indebtedness and liabilities of the Corporation, and to the end may endorse, assign and deliver same.
C. Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation with such banks, bankers, trust companies or other depositaries as the Board of Directors may select or as may be selected by any officer or officers, agent or agents of the Corporation to whom such power may be delegated from time to time by the Board of Directors.
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D. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes, acceptances or other evidence of indebtedness issued in the name of the Corporation, shall be signed by the President, or in the President's absence by the First Vice President, the Second Vice President, or the Treasurer or such officer or officers, agent or agents of the Corporation, and in such manner shall be determine from time to time by resolution of the Board of Directors in accordance with the provisions of these Bylaws.
Endorsements for deposit to the credit of the Corporation in any of it's duly authorized depositaries may be made without countersignature, by the President, Vice Presidents or Treasurer, or by any other officer or agent of the Corporation to whom the Board of Directors, by resolution, shall have delegated such power, or by hand-stamped impression in the name of the Corporation.
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E. General and Special Bank Accounts. The Board of Directors from time to time may authorize the opening and keeping of general and special bank accounts with such banks, trust companies or other depositaries as the Board of Directors may select and may make such rules and regulations with respect thereto, not inconsistent with the provisions of these Bylaws, as they may deem expedient.
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Article VII
Amendments
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These Bylaws may be amended by a majority vote of the Board of Directors.
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Article VIII
Corporate Seal
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The Board of Directors may elect to adopt a corporate seal, which (if one is adopted) shall be in the form of a circle and shall have inscribed thereon the name of the Corporation and the words "Corporate Seal" and "Missouri".
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Article IX
Fiscal Year
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The fiscal year of the Corporation shall begin January 1, and end December 31, to conform to the regular calendar year unless a majority of the Directors shall determine otherwise.
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Article X
Indemnification
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Each person who is or was a director or officer of the Corporation, including their heirs, executor, administrators, or estate of such person, shall be indemnified by the Corporation to the full extent permitted or authorized by the laws of the State of Missouri, as now in effect and as hereafter amended, against any liability, judgement, fine, amount pain in settlement, costs and expenses including attorney's fees, incurred as a result of any claim arising in connection with such person's conduct in his or her capacity, or in connection with his or her status, as a director or officer of the Corporation. The indemnification provided by this bylaw provision shall not be exclusive of any other rights to which he or she may be entitled under any other bylaws or agreement, vote of disinterested directors, or otherwise, shall not limit in any way any right that the Corporation may have to make different or further indemnification with respect to said person. Adopted July 18, 2025.
