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NORTHEAST BORDER COLLIE ASSOCIATION, INC.

BYLAWS

(As Amended on January 20, 2001)

ARTICLE I
Provisions

Section 1. The name of the corporation shall be NORTHEAST BORDER COLLIE ASSOCIATION, INC.

Section 2. The principal office of the corporation shall initially be located at the place set forth in the Articles of Organization of the corporation. The directors may establish other offices and places of business in Massachusetts or elsewhere.

Section 3. Except as from time to time otherwise determined by the directors, the fiscal year of the corporation shall end on the 31st day of December of each year.

ARTICLE II
Members

Section 1. The members of the corporation shall be (i) the directors of the corporation then in office and (ii) those persons who qualify. To qualify, a person must own or have an interest in Border Collies and pay the dues as determined by the Officers of the corporation. A member has the privilege of voting, holding office and being counted for quorums at meetings. Membership dues shall be payable on January 1 of each year. A fee will be set for Individual Memberships, and a fee will be set for Farm or Family Memberships. All fees will be in United States funds. Dues amounts will be determined by the Officers of the association and will be set as required to maintain the firm financial basis of NEBCA. Dues amounts can only be changed at the Annual Meeting. Membership dues shall be paid prior to (1) receiving any privileges of NEBCA, Inc. membership and (2) participating in any events or programs as defined in the bylaws or program guidelines. Any member may resign as such at any time by written notice to the secretary of the corporation.

Section 2. The annual meeting of the members of the corporation shall be held on the 3rd Saturday in January in each year (or on the next business day if that day is a legal holiday) at such time and place as the directors may determine. If the annual meeting is not held on such date, a special meeting in lieu of an annual meeting may be held with all the force and effect of an annual meeting. Special meetings of the members may be called at any time by the president or the board of directors, and shall be called by the clerk, or in the case of the death, absence, incapacity or refusal of the clerk, by any other officer, upon written request of members representing at least ten percent of the smallest quorum of members required for a vote upon any matter at the annual meeting. Notice of the annual meeting setting forth the date, time and place of any such meeting shall be mailed to all members not less than seven (7) days prior to the date thereof. Notice of any special meeting shall be given in person or by telephone, telegraph or facsimile transmission at least five (5) days in advance of the meeting or by mail postmarked at least seven (7) days in advance of the meeting including the date of postmark but excluding the date of receipt.

Section 3. At all meetings of the members the vote of each member must be cast in person, by written proxy or by written ballot. An Individual Member shall have one (1) vote and a Family or Farm Members shall have two (2) votes so long as they are submitted by two individual members of the same family or farm. Proxies shall be filed with the secretary of the meeting, or of any resumed meeting, before being voted. Except as otherwise limited therein, proxies shall entitle the member named therein to vote at any resumed meeting but shall not be valid after final adjournment of such meeting. A proxy purporting to be executed by or on behalf of a member shall be deemed valid unless challenged at or prior to its exercise, in which event the burden of proving invalidity shall rest on the challenger. Twenty-five (25) of the members present in person or represented by proxy shall constitute a quorum at any meeting of the members but a lesser number may without further notice adjourn the meeting to any other time. At any meeting of the members at which a quorum is present, the vote of a majority of those present, represented by proxy or by written ballots shall decide any matter unless a different vote is specified by law, the Articles of Organization or these Bylaws.

Section 4. Any action required or permitted to be taken at any meeting of the members may be taken without a meeting if all the members consent to the action in writing and the written consents are filed with the records of the meeting of members. Such consents shall be treated for all purposes as a vote at a meeting.

Section 5. The region shall consist of Maine, Vermont, New Hampshire, Massachusetts, Connecticut, Rhode Island, New York, Pennsylvania, New Jersey, Maryland, Ontario, Quebec, and the Maritime Provinces of Canada. NEBCA sponsored events and sanctioned programs will be held in the NEBCA region.

Section 6. NEBCA members may reside anywhere in the US or Canada and may participate in any NEBCA sanctioned programs or sponsored event provided they meet the particular qualifying requirements for that program or event.

ARTICLE III
Directors

Section 1. The business and property of the corporation shall be managed by a board of directors who may exercise all the powers of the corporation which are not expressly reserved to the members by law, the Articles of Organization or these Bylaws.

Section 2. A board of directors comprised of five (5) members, four (4) elected by the members at the annual meeting or at a special meeting in lieu of an annual meeting and one (1) member to be the president of the corporation. Initially, the Board of Directors' term of office will be for one (1) year for two (2) directors, and two (2) years for three (3) directors. Subsequent terms of directors will be for two (2) years duration. 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. Any vacancy in the board may be filled by the directors until the next annual meeting.

Section 3. Any director may resign by delivering a written resignation to the corporation at its principal office or the president or clerk. Such resignation shall be effective upon receipt unless it is specified to be effective at some later time. Any director may be removed from office with or without cause by the affirmative vote of a majority of the members present at any meeting of the members at which a quorum of the members entitled to vote is present.

Section 4. Regular meetings of the directors may be held without call or notice at such places and times as the directors may from time to time determine, provided that any director who is absent when such determination is made shall be given notice thereof. A regular meeting of the directors may be held at the same place as the annual meeting of the members or the special meeting held in lieu thereof, following or as a part of such meeting of the members. 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.

Section 5. Notice of all special meetings of the directors shall be given to each director by the secretary or, in the case of the death, absence, incapacity or refusal of the clerk, by the officer or one of the directors calling the meeting. Such notice shall be given to each director in person or by telephone, telegram, or facsimile transmission sent to each such 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 and postmarked at least seven (7) days in advance of the meeting. Except as required by law, notice of a special meeting need not be given: (i) to any director who, either before or after the meeting, delivers a written waiver of notice, executed by such director, which is filed with the records of the meeting; or (ii) to any director who attends the meeting and who, either prior to the meeting or at its commencement, fails to protest the lack of such notice. A notice or waiver of notice need not specify the purpose of any special meeting unless such a purpose is the removal of a director or an officer.

Section 6. At any meeting of the directors a majority of the directors then in office shall constitute a quorum for the transaction of business, but a lesser number may without further notice adjourn the meeting to any other time.

Section 7. At any meeting of the directors at which a quorum is present, the vote of a majority of those present shall decide any matter, unless a different vote is specified by law, the Articles of Organization or these Bylaws.

Section 8. Any action by the directors or any committee may be taken without a meeting if written consent thereto is signed by all the directors or all the members of the applicable committees and filed with the records of the meetings of the directors or committees. Such consent shall be treated for all purposes as a vote at a meeting.

Section 10. The Directors shall elect such committees as they may from time to time determine necessary or advisable, including without limitation committees to deal with matters affecting fund raising, planning, development, building and grounds, investments, finances and budgets and other matters affecting the state of the corporation, and may delegate such powers and duties thereto as the board of directors may deem advisable to the extent permitted by law. At any meeting of a committee a quorum for the transaction of all business properly before the meeting shall consist of a majority of the elected members of such committees.

ARTICLE IV
Officers

Section 1. The officers of the corporation shall consist of a president, a vice president, a treasurer, a secretary, a newsletter editor and such other officers as the members may determine.

Section 2. The president, vice president, treasurer and secretary shall be elected for a two (2) year term by the members. The newsletter editor and any other officers determined necessary or desirable by the directors will be elected by the directors. Any two or more offices may be held by the same person. The corporation shall appoint a resident agent for service of process, appointed in the manner prescribed by law whenever the secretary is not a resident of the Commonwealth of Massachusetts. Except as otherwise provided by law, the Articles of Organization or these Bylaws, all officers shall hold office until the first regular meeting of the members following the annual meeting of the members and thereafter until their respective successors are chosen and qualified in the year these terms expire.

Section 3. Any officer may resign by delivering a written resignation to the corporation at its principal office or to the president or secretary, and such resignation shall be effective upon receipt unless it is specified to be effective at some later time. The directors may remove any officer with or without cause by a vote of a majority of the directors then in office.

Section 4. Special Elections: If an officer retires from office before his/her term expires, a special election shall be held at the next scheduled meeting to fill the unexpired term until the next election.

Section 5. The president shall be the chief executive officer of the corporation and as such shall have charge of the affairs of the corporation 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 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. The president shall serve as a fifth member of the Board of Directors.

Section 6. The vice president shall preside in the absence of the president.

Section 7. The treasurer shall, subject to the direction and control of the board of directors, have general charge of the financial affairs of the corporation and shall keep full and accurate books of account. The Treasurer shall maintain custody of all funds, securities and valuable documents of the corporation, except as the directors may otherwise provide. The Treasurer shall have such other powers and duties as are usually incident to that office and as may be vested in that office by these Bylaws or as the directors may designate for such office from time to time.

Section 8. The secretary shall give such notices of meetings of members and directors as are required by these Bylaws and shall keep a record of all the meetings of members and directors. The secretary shall have such other powers and duties as are usually incident to that office and as may be vested in that office by these Bylaws or by the directors. In the absence of the secretary from any meeting of members or directors, a temporary secretary designated by the person presiding at the meeting shall perform the duties of the clerk.

Section 9. The Newsletter Editor shall keep the membership apprised of any and all actions of the Organization through the periodic publication of a Newsletter.

ARTICLE V
Committees

All committees report to the Executive Committee. The Directors will appoint committee members, except the executive committee which is elected by the membership and the committees listed below that provide for another form of appointment/nomination.

Section 1. The Executive Committee: This committee shall consist of the President, Vice President, Secretary, Treasurer, all of whom are chosen by the members and the Newsletter Editor. The executive committee will be responsible to the NEBCA for the day-to-day running of the Organization. The committee will report to the Board of Directors. The Executive Committee will have the authority to conduct business in the absence of a quorum of the membership in order to conduct day-to-day business. All other committees will report to the Executive Committee.

Section 2. Open Trials Committee: A Trials Committee of five members plus the Nursery Trials Committee Chairman, and the President of the Corporation, ex officio, will act to regulate, oversee, and help schedule qualifying trials. They will set criteria for the management of the High Points System and the Fall Foliage Championship Trial. The members will be appointed by the Executive Committee. Terms of appointment of the Open Trials Committee will be for two years. A member shall serve no more than two consecutive terms. A member may serve a third term after a period of one term as a nonmember of the committee has passed. The Open Trials Committee will see to it that the trials are run according to the rules of the USBCHA, except where these rules differ from any rules adopted by the NEBCA.

Section 3. Nursery Trials Committee: A Nursery Trials Committee comprising four members and the president (ex officio) will act to regulate, oversee and help schedule qualifying nursery trials. They will set criteria for the nursery trials and for the points competition for all nursery classes. The Nursery Trials Committee Chairman will be a member of the Open Trials Committee. The members will be appointed by the Executive Committee. Terms of appointment of the nursery committee will be two years. A member shall serve no more than two consecutive terms. A member may serve a third term after a period of one term as a nonmember of the committee has passed.

Section 4. Nominating Committee: The President shall appoint a nominating committee of three members at the Fall meeting to propose a slate of officers for all "Officer Positions" and to determine a deadline date for casting ballots that is sufficiently before the Annual Meeting to allow accurate tallying of the votes. Ballots, with the proposed slate of officers listed and a space provided for write-in votes for each position, will be sent by the secretary to all members in good standing.

Section 5. Election Committee: The President shall appoint an Election Committee of three members at the Fall meeting that will be charged to accept and count the cast ballots on or after the official deadline and report the outcome at the Annual Meeting.

Section 6. Audit Committee: The Board of Directors shall appoint an audit committee of three members to conduct an examination of the financial records of the corporation each year. The audit shall be conducted prior to the annual meeting of the membership and the Audit Committee Report shall be given to the Treasurer at each Annual Meeting.

ARTICLE VI
Indemnification of Directors and Officers

The corporation shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as a director, president, vice president, treasurer, assistance treasurer, clerk, assistant clerks or other officer of the corporation (collectively, "Indemnified Officers" or individually, "Indemnified Officer"), against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such Indemnified Officer in connection with any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (a "proceeding") in which an Indemnified Officer may become involved by reason of serving or having served in such capacity (other than a proceeding voluntarily initiated by such Indemnified Officer unless the proceeding was authorized by a majority of the full board of directors); provided that no indemnification shall be provided for any such Indemnified Officer with respect to any matter as to which the Indemnified Officer shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such Indemnified Officer's action was in the best interests of the corporation and further provided that any compromise or settlement payment shall be approved by the corporation in the same manner as provided below for the authorization of indemnification.

Such indemnification may, to the extent authorized by the board of directors of the corporation, include payment by the corporation of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by the person indemnified to repay such payment if such Indemnified Officer shall be not entitled to indemnification under this article, which undertaking may be accepted without regard to the financial ability of such Indemnified Officer to make repayment.

The payment of any indemnification or advance shall be conclusively deemed authorized by the corporation under this Article, and each director and officer of the corporation approving such payment shall be wholly protected, if:

  (i)   the payment has been approved or ratified (1) by a majority vote of a quorum of either (a) the members who are not at that time parties to the proceeding or (b) the directors who are not at that time parties to the proceeding or (2) by a majority vote of a committee of two or more directors who are not at that time parties to the proceeding and are selected for this purpose by the full board (in which selection directors who are parties may participate); or

  (ii)   the action is taken in reliance upon the opinion of independent legal counsel (who may be counsel to the Corporation) appointed for the purpose by vote of the directors in the manner specified in clauses (1) or (2) of subparagraph (i) or, if that manner is not possible, appointed by a majority of the full board of directors then in office; or

  (iii)   the directors have otherwise acted in accordance with the standard of conduct applied to directors under Chapter 180 of the Massachusetts General Laws, as amended; or

  (iv)   a court have jurisdiction shall have approved the payment.

The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of any Indemnified Officer entitled to indemnification hereunder.

The right of indemnification under this article shall be in addition to and not exclusive of all other rights to which any person may be entitled. Nothing contained in this article shall affect any rights to indemnification to which corporation employees, agents, directors, officers and other persons may be entitled by contract or otherwise under law.

This article, as amended, constitutes a contract between the corporation and the Indemnified Officers. No amendment or repeal of the provisions of this article which adversely affects the right of an Indemnified Officer under this article shall apply with respect to such Indemnified Officer's acts or omissions that occurred at any time prior to such amendment or repeal, unless such amendment or repeal was voted for by or was made with the written consent of such Indemnified Officer.

ARTICLE VII
Miscellaneous Provisions

Section 1. All contracts, deeds, leases, bonds, notes, checks and other instruments authorized to be executed by an officer of the corporation on its behalf shall be signed by the president or the treasurer except as the directors may generally or in a particular cases otherwise determine.

Section 2. Except as the board of directors may otherwise designate, the president or treasurer may waive notice of, and appoint any person or persons (with or without power of substitution) to act as proxy or attorney in fact for this corporation at any meeting of stockholders of any other corporation, the securities of which may be held by this corporation.

Section 3. The original or attested copies of the Articles of Organization, Bylaws and records of all meetings of incorporators and members shall be kept in Massachusetts at the principal office of the corporation or of the clerk, but such corporate records need not all be kept in the same office. They shall be available at all reasonable times for inspection by any member for any purpose in the proper interest of the member relative to the affairs of the corporation.

Section 4. All references in these Bylaws to the Articles of Organization and to these Bylaws shall be deemed to refer, respectively, to the Articles of Organization and the Bylaws of the corporation as amended and in effect from time to time.

ARTICLE VIII
Amendment of Bylaws

Section 1. These Bylaws may be amended or repealed, in whole or in part, by vote of a two-thirds majority of the members present at the Annual Meeting and those voting by proxy or written ballot, provided that the substance of any proposed change must be stated in the notice of the meeting at which such action is to be taken. Not later than the time for giving notice of the meeting of members next following the making, amending or repealing of any Bylaw, notice thereof stating the substance of such change shall be given to all members entitled to vote. Such notice must be given to the membership at least 30 days prior to the Annual Meeting.

This page last amended 15 April 2003.

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photo credits: Sharon Perkins

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