Constitution and By-Laws

Section One. This Association shall be known as the GEORGIA STOCK DOG ASSOCIATION, Inc. (the "Association"). The Association is a non-profit corporation incorporated under the laws of the State of Georgia. The Corporation is a non-profit corporation and shall have all of the powers, duties, authorizations and responsibilities as provided in the Georgia Non-Profit Corporation Act. Notwithstanding the foregoing, the Corporation shall neither have nor exercise any power, nor engage directly or indirectly in any activity, that would invalidate its status as an organization exempt from federal income tax and described in Section 501(c)(5) of the Internal Revenue Code of 1986, as amended.

Section Two. The term for which it will exist shall be perpetual.

Section Three. The Association is organized and shall be operated exclusively as an agricultural organization within the meaning of Section 501 (c)(5) of the Internal Revenue Code of 1986, as amended, or the corresponding provision or provisions of any subsequent United States Internal Revenue law or laws (the "Code"). Within the scope of the foregoing purposes, and not by way of limitation thereof, the Association is organized and operated to encourage, promote, advertise and develop interest in the breeding, training, and working of stock dogs. The Association shall carry out the foregoing purposes by, among other things, conducting and sponsoring trials, activities, and contests; establishing the efficient promotion and management of the sport of herding in this state; establishing requirements, categories and criteria for membership in the Association; establishing appropriate recognition for such achievements in the sport of herding in this state; maintaining the traditional and historical connection of the stock dog with the farming, ranching, and livestock industry; and cooperating with other canine breed associations having common purposes.

Section Four. The principal office or place of business of the Association shall be located at 2664 Apt To Miss Rd., Monticello, Georgia. The legal address of the Association shall be the same. The registered agent at such address is Tony Phillips.

Section Five. The fiscal year of the Association shall be August 1^st through July 31^st of each year unless otherwise determined by the Board of Directors.

Section Six. The Association shall have a seal which may be used by causing it to be impressed, affixed or reproduced on official documents of the Association, although the absence of same shall not affect the validity or enforceability of any such document. A sample of said seal shall be impressed, affixed or reproduced upon this Constitution and Bylaws.
 
 

Section One. Membership in the Association is a privilege, not a right, application for which shall be made on forms and by fees and procedures prescribed from time to time by the Association. Membership in the Association, and the fees, benefits, and guidelines, shall be set forth herein below and may be amended from time to time.

Section Two. Georgia residents who are of good moral character shall be eligible for membership in the Association. Out of state membership shall be available to any individual of good moral character. Out of state members will have the right to vote and are eligible for all awards, including year end awards, but may not hold elective office.

Section Three. The GSDA fiscal year shall be from the 1^st day of August, through and including the 31^st day of July. Membership shall be annual. Membership dues shall be determined annually by the Board of Directors, subject to the approval of the general membership. Dues are due on the first day of August and shall become delinquent the first day of September.

Section Four. Membership may be terminated by the following methods: resignation or lapse.

(a) by resignation. Any member in good standing may resign from the Association upon written notice to the Treasurer.

(b) by lapsing. A membership will be considered as lapsed and automatically terminated if such member's dues remain unpaid on the day previous to the annual meeting; however, the Board of Directors may grant an additional ninety (90) days grace period to such delinquent members in meritorious cases. In no case may a person whose dues are not paid be entitled to vote at any association meeting or on any association ballot. Those members whose dues are in danger of lapsing must be notified via written notice of this condition by the Treasurer.

Section Five. All GSDA members shall read and know the prevailing rules of the Association, in addition to any special rules that may apply at an individual trial.

Section One. Members are responsible for the election of the President and Vice President by secret mail ballot. They are also responsible for the improvement of the Association, membership relations, invitational trials, and the promotion of the Georgia Stock Dog Association throughout their own communities.

Section Two. An annual meeting of the members of the Association shall be held in October of each year at a time and place designated by the Board of Directors. Written notice of the annual meeting shall be given to each member stating the date, time and place of said meeting.

Section Three. Except as hereinafter provided relative to voting for Officers, each member in good standing of the Association shall be entitled to one vote at a meeting of the members. Voting by mail ballot for the election of Officers of the Association shall be permitted. Otherwise, voting must be in person at a meeting of the members of the Association and voting by proxy shall not be allowed. A member shall be in good standing if the member is not in arrears with respect to the payment of dues and is not suspended from membership for a violation of the Association's rules and regulations.

Section Four. The order of business at any regular meeting of the members shall be as follows:

(a) Roll call,

(b) Proof of notice,

(c) Reading and disposal of minutes,

(d) Report of Officers and Directors,

(e) Election matters (if any),

(f) Unfinished business,

(g) New business, and

(h) Adjournment.

Section One. The Board of Directors shall be the governing body of the Corporation and have the power and authority to make, amend, repeal and enforce such rules and regulations, not contrary to law, or this Constitution and Bylaws, as they deem necessary concerning the conduct, management and activities of the Association, the admission, qualification, supervision and suspension of members, removal of officers, the rules and regulations setting the procedure of such suspension, expulsion or removal, the fixing and collecting of dues and fees, the expenditure of money, the auditing of books and records, the conducting of trials and exhibitions, and other details relating to the general purposes of the Association, subject to approval, revision or amendment by the members. The Chairman of the Board of Directors shall serve as the chief operating officer of the Association.

Section Two. The Board of Directors of the Association shall consist of the founders of the Association, Honorary Directors, and the current President of the Association. Honorary membership to the Board of Directors shall be open to persons who have made a significant contribution to the Stock Dog, and or to the Association. An honorary member of the Board shall be elected at the annual meeting by a majority vote of the members of the Board of Directors. This membership provides the same rights and or privileges as stated in these Bylaws. In addition, all past Presidents of the Association shall become members of the Board of Directors, and shall serve for a period of not more than two years. The eligibility requirements and commitments for service on the Board of Directors which shall include, but not be limited to, the following: (i) membership in the Association for a minimum of one year; (ii) attainment of at least twenty-one years of age; (iii) agreement to attend Directors' meetings as set forth herein; and (iv) absence of any felony convictions on record.

The Chairman of the Board shall be elected at the annual meeting by a majority vote of the members of the Board of Directors. All members of the Board of Directors of the Association shall continue to possess full voting privileges. In the event of a vacancy on the Board of Directors, whether caused by death, resignation, disqualification, termination, or any other cause, the President shall have the authority to appoint an individual from the membership to fill the unexpired term of the vacating Director.

Section Three. The first Board of Directors of the Association shall consist of the founders of the Association and any honorary appointments to the Board.

Section Four. The Board of Directors shall meet annually, unless otherwise determined by the Board of Directors. This meeting shall be held immediately preceding or following the annual meeting of the members of the Association.

Section Five. Special meetings of the Board of Directors may be called by the President, or by action of at least fifty percent of the members of the Board of Directors, at any time or place, provided notice is given to members of the Board of Directors.

Section Six. A quorum shall consist of two thirds (2/3) of the Directors. All meetings of the Board of Directors may be adjourned from day to day or from time to time until a quorum is obtained. Voting at any meeting of the Board of Directors must be in person and voting by proxy shall not be allowed.

Section Seven. The order of business at any regular meeting of the Board of Directors shall be the same as that for a meeting of the members set out in Section Four of Article III. The President shall have the sole discretion to determine the circumstances, if any, under which individuals other than members of the Board of Directors shall be invited to attend meetings of the Board of Directors. The Board of Directors may determine the circumstances under which they shall go into a closed session from which all persons other than directors are excluded.

Section Eight. The Board of Directors, from time to time, may create and empower committees, general or special, and create positions and programs, general or special.

Section Nine. Director who engages in conduct which is, or may be, detrimental to the Association, as determined by a two-thirds (2/3) vote of the Directors present at any meeting at which a quorum is present, may be removed from office by a two-thirds (2/3) vote of the Directors present at any regular or special meeting of the Board of Directors at which a quorum is present.

Section Ten. Subject to the provisions of applicable law and this Constitution and Bylaws regarding meetings, members of the Board of Directors or members of any committee designated by such Board may, unless otherwise restricted by statute, by the Articles of Incorporation or by this Constitution and Bylaws, participate in and hold a meeting of the Board of Directors or such committee by using conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Article IV, Section Ten shall constitute presence in person at such meeting, except when a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting was not lawfully called or convened.

Section One. There shall be two officers of the Association elected for a two year term: President and Vice President. Such officers shall be elected as follows:

(a) Nominations for officers shall be accepted at the annual meeting. Each candidate nominated for such offices must have been member for a minimum of one year at some point and must be a member in good standing of the Association for the immediately preceding one year.

(b) A ballot listing the name of each candidate for President and Vice President, shall be mailed to each member of the Association. The position of each candidate's name on the ballot shall be determined by chance draw. In order to be counted, a ballot must be marked, signed and returned to the office of the Association, the address of which will be printed on said ballot, not later than the end of that same fiscal year.

Section Two. The President shall be the chief executive officer of the Association and shall preside at all meetings of the Association and the Board of Directors. He shall conduct the business of the Association in accordance with the Constitution and Bylaws and other rules and regulations of the Association. He shall be an ex-officio member of all committees. All outgoing Presidents of the Association (other than any President removed from office pursuant to Section Eight of this Article V) shall become members of the Board of Directors of the Association for a period of not more than two years. In the event of the death, resignation, retirement, disqualification or removal from office of the President, the then serving Vice President shall assume the additional office of President, and shall serve as President for the remainder of the vacating President's two-year term.

Section Three. The Vice President shall assist the President in the discharge of his or her duties. In the event of the death, resignation, retirement, disqualification or removal from office of the Vice President, the then serving Secretary shall assume the additional office of Vice President, for the remainder of the vacating Vice President’s two-year term.

Section Four. The Board of Directors shall appoint a member of the Association to serve as the Secretary of the Association, and in such capacity shall keep minutes of all meetings, see that all notices are duly given in accordance with this Constitution and Bylaws or as required by law, conduct, supervise, count and record the balloting of all elections; and perform such other and further duties as designated from time to time by the Board of Directors or the President; and in general shall exercise such duties and powers incident to the office of Secretary. The Chairman of the Board shall make a report of the activities of the Association Secretary at each annual meeting of its members.

The office of Secretary shall have no term limits.

Section Five. The Board of Directors shall appoint a member of the Association to serve as the Treasurer of the Association, and in such capacity shall collect all monies due the Association in the course of its regular operations and for its special events; be required to make reports of current receipts and disbursements of fluids to the Board of Directors; make a report of all receipts and disbursements of fluids since the last meeting of the Board of Directors at the annual meeting of the members; furnish copies of the Association's annual audited financial statements to each Director; keep and safeguard the records and funds of the Association; and keep and safeguard the membership roll of the Association. The office of Treasurer shall have no term limits.

Section Six. Officers shall take office immediately following the annual meeting. Each retiring officer shall turn over to his successor in the office all properties and records relating to that office within thirty (30) days of the election.

Section Seven. The Board of Directors shall have authority from time to time to create additional appointed offices, and may delegate and assign to any such office the duties and responsibilities it deems in the best interest of the Association and necessary for its efficient operation. The authority granted herein shall include the authority to subsequently abolish any such office.

Section Eight. Any officer, whether elected or appointed, who engages in conduct which is, or may be, detrimental to the Association, as determined by a two-thirds vote of the Directors present at any meeting at which a quorum is present, may be removed from office by a two-thirds (2/3) vote of the Board of Directors present at any regular or special meeting of the Board of Directors at which a quorum is present.

No part of the net earnings of the Corporation shall inure to the benefit of any member, director or officer of the Corporation, or any private individual; provided, however, that reasonable compensation may be paid for services rendered to or for the Corporation, and expenses may be reimbursed or paid in furtherance of one or more of its purposes.

The Stock Dog Link is the official publication of the Association. Notwithstanding anything herein to the contrary, all notices, ballots or other material to be provided to members or Directors of the Association pursuant to this Constitution and Bylaws may be provided by publication in The Stock Dog Link, or by mailing or telecopying the same to the person entitled thereto.

The Board of Directors of the Association shall have the power to repeal, revise, modify or

amend the Constitution and Bylaws of the Association at any annual, regular, or special meeting of the Board of Directors.

The GSDA Code of Conduct and all Rules shall apply to all Association sanctioned or sponsored events. Any member or non-member placed on suspension shall not be permitted to compete in any trial or event sanctioned or sponsored by the GSDA.

If any member institutes litigation in which the GSDA in included as a defendant in an effort to recover damages, to overturn enforcement or interpretation of the Constitution, Bylaws, Code or Conduct, or Rules, or for any reason whatsoever, and does not prevail in said litigation by the recovery of all relief requested, said member shall be liable to the GSDA for its attorney’s fees, costs of court, and other expenses incurred in connection with such litigation. Venue for any litigation in which the GSDA in included as a defendant shall be determined by the Board of Directors.

In the event the Corporation is dissolved, the members shall, after all liabilities and obligations of the Corporation are paid or provision is made therefor, adopt a plan for the distribution of the remaining assets of the Corporation to such person, persons, organization or organizations as the members shall deem appropriate. Any of such assets not so disposed of shall be disposed of by the Court of the county in which the principal office of the Corporation is then located.

We the undersigned, being the duly qualified founding members of the Board of Directors, and the Secretary of the Association, hereby certify that the foregoing Constitution and Bylaws of the Association were duly adopted.