Bylaws
SCWTCA Endowment, Inc.
ARTICLE 1: NAME, PURPOSE
Section 1. The name of the organization shall be SCWTCA ENDOWMENT, INC.
Section 2. The Endowment is organized to foster improved health among Soft Coated Wheaten Terriers and can be used for charitable, educational, or research initiatives to advance this cause.
Section 3. Hereafter, Board shall refer to the Endowment Board and SCWTCA Board will be referred to as such.
ARTICLE II: MEMBERSHIP
Membership in the Endowment shall consist only of the members of the Board of Directors.
ARTICLE III: ANNUAL MEETING
Section 1: Annual Meeting. The date of the regular meeting shall be set by the Board who shall also set the time and place.
Section 2: Special Meetings. Special meeting may be called by the Chair of the Executive Committee.
Section 3: Notice. Notice of each meeting shall be given to each voting member by mail or e-mail not less than 2 weeks before the meeting.
ARTICLE IV: BOARD OF DIRECTORS
Section 1: Board Role, Size, Compensation. The Endowment Board is responsible for overall policy and direction of the Endowment, and delegates responsibility for day-to-day operations to the Executive Committee. The Board shall have 7 members of which 2 members will be members of the SCWTCA, Inc. Board. The Board receives no compensation other than reasonable expenses.
Section 2: Meetings. The Board shall meet at least annually, at an agreed upon time and place.
Section 3: All Board members will be appointed by the Board of Directors. All directors must be members of the national club in good standing with the Soft Coated Wheaten Terrier Club of America, Inc. and not under disciplinary procedure with the American Kennel Club.
Section 4: Terms. The Endowment Board members are appointed by the Board of Directors no later than July 15 to begin serving on October 1 or when the Board convenes for its annual meeting. All members of the Board will serve for a period of 3 years. They are eligible for re-appointment by the Board of Directors not to exceed 3 terms. Board is divided into 3 classes; the first class will be up for reappointment in 2005, the second in 2006, and the third in 2007.
Section 5: Quorum. A quorum must be attended by at least 60 percent of the Board members before business can be transacted or motions made or passed.
Section 6: Notice. An official Board meeting required that each Board member have written or e-mail notice 2 weeks in advance.
Section 7: Officers and Duties. There shall be 4 officers of the Board consisting of Chair, Vice-Chair, Secretary, and Treasurer. The Endowment Board will elect officers at the annual meeting each year. Their duties are as follows:
The Chair shall convene regularly scheduled Board meetings, shall preside or arrange for other members of the Executive committee to preside at each meeting in the following order: Vice-Chair, Secretary, Treasurer.
The Vice-Chair will chair committees on special subjects as designated by the Board.
The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all Board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member, and assuring that corporate records are maintained.
The Treasurer shall make a report at each Board meeting. The Treasurer shall chair the Finance committee, assist in preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the public.
Section 8: Vacancies. When a vacancy on the Board exists, nominations for new Board members will be received from the present Endowment Board. A special meeting or mail vote may also be taken if necessary. These vacancies will be filled only to the end of the particular Board member’s term.
Section 9: Termination and Absences. Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dropped for excess absences from the Board if he/she has 3 unexcused absences in a year. A Board member may be removed for other reasons by a three/fourths (3/4) vote of the remaining directors.
Section 10: Special Meetings. Special meetings of the Board shall be called upon the request of the Chair or one/third (1/3) of the Board. Notices of special meetings shall be sent out by the Secretary to each Board member postmarked 2 weeks in advance.
Section 11: Meetings. Any meeting of the Board may be conducted by telephone or telecommunications devices. Only urgent matters of the Board that require immediate action are to be conducted by mail. A quorum for a mail vote of the Board shall be a majority of the entire Board members voting.
ARTICLE V: COMMITTEES
Section 1. The Board may create committees as needed, such as fundraising, granting, etc. The Board Chair shall appoint the committees.
Section 2. The 4 officers serve as members of the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, subject to the direction and control of the Board of Directors.
Section 3. Finance Committee. The Treasurer is chair of the Finance Committee, which includes 2 other Board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, a fundraising plan, and an annual budget with other Board members.
The Board must approve the budget, and all expenditures must be within the budget. Any major change in the budget must be approved by the Board or Executive Committee. The fiscal year shall be the calendar year.
Annual reports are required to be submitted to the Board, showing income, expenditures, and pending income. The financial records of the organization are public information and shall be available to the membership, Board members, members of the SCWTCA, Inc., and the public.
ARTICLE VI: AMENDMENTS
Section 1. These Bylaws may be amended when necessary by a two/thirds (2/3) majority vote of the Board of Directors. Proposed amendment must be submitted to the Secretary to be sent out with regular Board announcements.
ARTICLE VII: DISSOLUTION
Section 1. The Endowment may be dissolved at any time by the written consent of not less than two-thirds (2/3) of the Board members. In the event of the dissolution of the Endowment (other than for purposes of reorganization, whether voluntary or involuntary or by operation of law), none of the property of the Endowment nor any proceeds thereof nor any asset of the Endowment shall be distributed to any members of the SCWTCA, Inc. or Endowment Board members; but after payment of debts of the Endowment, its property and assets shall be given to the American Kennel Club Canine Health Foundation SCWTCA, Inc. Donor Advisory Fund. If this endowment no longer exists at the time of dissolution, the money will be donated to a similar 501(c)3 endowment that funds research and supports canine health scientists and professionals in their efforts to study the causes and origins of canine disease and afflictions in order to formulate effective treatments.
These Bylaws were amended by mail by the Board of Directors of the SCWTCA Endowment, Inc. on the 14th day of December 2010.
Rosemary Berg
Secretary
Approved by the IRS February 17, 2006
