By Laws

Arctic Dog Rescue & Training Center

ARTICLE I

OFFICES

Section 1.1  PRINCIPLE OFFICE.  The principle office of the Arctic Dog Rescue & Training Center, ADRTC, Inc. shall be in Albuquerque, New Mexico, and is currently located at: 6325 Cuesta Place NW, Albuquerque, New Mexico.  The location may be changed by approval of a majority of the authorized Directors, and additional offices my be established and maintained at such other place or places, either within or without New Mexico, as the Board of Directors may from time to time designate.  Any change of location of the principle office shall be noted by the Associate Director in these Bylaws, but shall not be considered an amendment of these Bylaws.

Section 1.2 OTHER OFFICES Branch or subordinate offices may at any time be established by the Board of Directors at any place or places where the corporation is qualified to do business.

ARTICLE II

MEMBERSHIP

General

Membership exists in voting and non-voting membership.  Voting memberships require that the member has owned a northern breed dog as an adult, and within the past 3 years at the time of applying for a voting membership.  The voting member must volunteer 100 hours of time to the organization annually.

Section 1. Classes of Membership.  There shall be three classes of membership in the organization, with differing powers and voting rights which are as follows:

1. Voting Membership.

A voting membership is granted to those persons who have met the criteria of these by-laws, and agree to support the Constitution, By-laws, and policies and practices of ADRTC.  Voting memberships may be granted solely by approval by the Board of Directors requiring no less than a two-thirds majority vote to be conferred on any perspective member.  The Board will set qualification and eligibility standards which may revised from time to time as the Board deems necessary.  Voting members must 100 hours of time to the organization of time to the organization each year, and provide reasonable documentation as to the hours volunteered.  Applicants for voting memberships must complete 100 volunteer hours under a voting member acting as a sponsor, who will assist in documenting the hours as a part of the application process.

(B) Affiliate Membership.  The membership is granted by the Board on the recommendation of the Executive Director, or Associate Director.  Applicants for affiliate membership must meet the approval of these aforesaid officers and then shall be submitted to the Board of Directors for final approval.  These members shall have no right to become officers in the corporation nor may they serve on the Board of Directors nor shall they be entitled to vote in electing members of the Board of Directors.  An affiliate member may become a voting member upon application to the Associate Director when the requirements in addition to those defined in this article, and established by the Board of Directors have been met.

(C.) Honorary Membership.  This membership is granted to persons in recognition of special services or contributions to the organization, or as a means of allowing them to serve in a way that will benefit and further the objects and purposes of the organization.  Honorary members may be elected to the Board and serve as a member of the Board of Directors, but they not, themselves, elect members to the Board of Directors, and they not serve as officers of the organization unless they is a unanimous consent on the part of the Board of Directors for them to serve as and officer.  This membership is granted solely by the Board of Directors and requires a two-thirds vote for approval of an honorary member.  This provision is to allow special persons having some outstanding ability to serve in a guidance position to the organization in the formation of policy and the acquisition of operating funds.  Honorary members may be granted in recognition of an outstanding contribution in service or money, and these memberships are intended as a vehicle to provide eligibility to recipient members to hold Board positions, but they must be elected to that position by the voting membership.  An honorary member may only become a voting member by meeting the same criteria and standards for eligibility that an affiliate member is subject to in an application for a voting membership.  Honorary memberships are conferred by the Board at the recommendation of the Executive Director.

(D.) Extent of Membership.  Both honorary and voting memberships are granted for a lifetime and may not be revoked by the Board.  In extenuating circumstances, a collective membership of all the voting members may revoke the membership of any person with a two-thirds majority.  Affiliate memberships may be revoked by the Executive Director, provided that such revocation is agreed to by both of the officers of the organization.  A membership may expire if the member fails to attend annual meetings for 1 year after appropriate notification, and fails to assign a proxy to another voting member in good standing, or otherwise notify the Board as to when and how said member shall participate, and complete the obligation of a voting member.

Section 2 Annual Meeting.  The annual meeting of the voting members shall be held at such time and place as may be designated by the Board of Directors, as soon after the conclusion of the fiscal year as convenient and when statements showing the condition of the organization and the business during the preceding year are available.

Section 3 Special Meetings. Special meetings of the voting members, for any purpose or purposes, unless otherwise prescribed by stature or these by-laws may be called by the Executive Director, and shall be called by the Executive Director or the Associate Director at the request in writing of a majority of the voting members.  Such request shall state the purpose or purposes of the proposed meeting.

Section 4 Notice. Notice of each meeting of the voting members, whether annual or special, shall be served, either personally by fax, email, or by the written preferred method of the member, upon each voting member of record entitled to vote at such a meeting, not less than ten nor more than fifty days before such meeting.  If mailed, such notice shall be directed to a voting member at his post office address last shown on the records of the organization.  Notice of any special meeting of voting members shall state the purpose or purposes of which the meeting is called.  Notice of any meeting of voting members shall not be required to be given to any voting member who, in person or proxy, either before after such meeting, shall waive notice.  Attendance of a voting member at a meeting, either in person or by proxy, shall of itself constitute a waiver of notice and waiver of any and all objections to the place of the meeting, the time of the meeting, except when a voting member attends a meeting solely for the purpose of stating, at the beginning of the meeting, any such objection or objections to the transaction of business.  Notice of any adjourned meeting need not be given otherwise than by announcement at the meeting at which the adjournment is taken.

Section 5 Quorum. The voting members entitled to vote  thereat, present in person or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of the membership for the transaction of business, except as otherwise provided by law or by these by-laws.  If, however, such a majority shall not be present or represented at any meeting of the voting members, the voting members entitle to vote thereat, present in person or by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of voting members shall be present.  At such adjourned meeting at which a quorum shall be present in person or by proxy, any business may be transacted that might have been transacted at the meeting as originally called.

Section 6 Voting. At every meeting of the voting members, including (but without limitation of the generality of the forgoing language) meetings of voting members of the election of directors, any voting member having the right to vote shall be entitled to vote in person or by proxy, but no proxy shall be voted after eleven months from its date, unless said proxy provides for a longer period.  Each voting member shall have one vote.  If a quorum is present, the affirmative vote of a majority members represented at the meeting and entitled to vote on the subject matter shall be the act of the voting members, except as otherwise provided by law, or by these By-Laws.

Section 7 Action Without Formal Meeting. Whenever the vote of voting members at a meeting thereof is required or permitted to be taken in connection with any corporate action, the meeting and vote of the voting members bay be dispensed with, if all of the voting members who would have been entitled to vote upon the action if such meeting were held shall consent in writing to such corporate action being taken.

Section 8 Order of Business. The order of business of all meeting of voting members shall be as follows:

1. Roll Call. A quorum being present.
2. Reading of minutes of preceding meeting and action thereon.
3. Reports of Officers.
4. Reports of Committees
5. Election of Directors
6. Unfinished Business
7. New Business.

Section 9 Organization of Meetings. The Executive Director, or in the absence of the Executive Director, the Associate Director, or in the absence of both, the chairman appointed by the voting members present and entitled to vote, shall call meetings of the voting members to order and shall act as chairman thereof.  The Associate Director of the organization shall act as Secretary, at all meetings of the voting members, but, if absent, the presiding officer may appoint another person.

ARTICLE III

DIRECTORS

Section 1 Management. The property and business of the organization shall be managed by its Board of Directors.  In addition to the powers and authorities by these By-Laws expressly conferred upon it, the Board of Directors may exercise all such powers of the organization and do all such lawful acts and things as are not by law, by the Constitution of the organization or by these By-Laws directed or required to be exercised or done by the voting members.  The business and affairs shall be managed, and all corporate powers shall be exercised, by or under the Board’s direction.  The Board may delegate the management of the day-to-day operation of the business of the corporation toe a management company or other person, provided that the business and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board.

Section 2 Number and Term. The number of persons serving as Board of Directors shall be set by resolution of the voting members, subject to the provision that the number of directors of the organization shall not be less than three, nor more than seven.  The composition of the Board of Directors shall at no time have less than 2/3 of its members as foster care volunteers.  Any member who is holding a Board position as a foster care  volunteer, must foster at least one dog annually maintain the status on the board as a fostering Board member.  The Board members shall be elected by the voting membership for a period of five years provided, however, that any board member may be removed from office by a two-thirds majority vote of the voting membership at any annual or special meeting of the voting membership.  In the event that a vacancy shall occur on the board, it will be filled at the next annual meeting of the membership provided, however the Executive Director may appoint an interim member to serve until the next annual meeting.

Section 3 Place of Meeting. Meeting of the DIRECTORs shall be held at any place designated by the Board.  In the absence of such designation, DIRECTORs’ meetings shall be held at the corporation’s principal office.  Meetings may be transacted through electronic means if a majority of the Board of Directors determines that this is the appropriate form for the meeting in all meetings except for the annual meeting.

Section 4 Compensation. There shall be no compensation for members of the Board of Directors other than reimbursement for necessary expenses spent by members in excess of $100.00 per annum while on business of the organization.  Compensation for the officers, staff and employees of the organization shall be fixed by the officers, with the concurrence of the members of the Board of Directors.  There shall be no requirement in these By-Laws that any officer, member, employee or staff person receive any compensation for any services provided to the organization and all compensation paid by the organization shall be at the discretion of the officers, with the concurrence of a majority of the Board of Directors.

Section 5 Annual Meeting. After each meeting of the voting members, the directors shall hold an annual meeting of the selection of officers and the transaction of other business that may lawfully come before the meeting.  Notice of this meeting is not required.  Other regular meetings of the Board may be held without notice at such time and place as the Board may fix from time to time, and by means determined by the Board.

Section 6 Special Meetings. Special meetings of the Board of Directors may be held whenever called by the direction of the Executive Director or a majority of the directors then holding office.  Notice of special meetings shall be served either personally by fax, email, or by the preferred method determined by that person, and expressed in writing.  If mail is used, each director shall be contacted at the post office address last shown in the records of the organization.  Notice of any special meeting shall state the purpose or purposes for which the meeting is called.

Section 6.1 Waiver of Notice. Notice of any meeting of the directors need not be given to a director who, either before or after such meeting, shall waive such notice.  Attendance of a director at a special meeting, shall of itself constitute waiver of notice and waiver of any and all objections to the place of the meeting, the time of the meeting and the manner in which it has been called or convened, except when a director attends a meeting solely for the purpose of stating, at the beginning of the meeting, any such objection or objections to the transaction of business.  Notice of any adjourned meeting need not be given otherwise then by announcement at the meeting at which the adjournment is taken.

Section 6.2 Proper Business. No business, other than business, other than business the general nature of which was set forth in the notice of the meeting, shall be transacted at a special meeting.

Section 7 Regular Meetings. Meetings of the Board may be held without notice at such time and place as the Board may fix (within or without the state of New Mexico) as determined by the Board of Directors form time to time.

Section 8 Quorum. A majority of the directors shall constitute a quorum for the transaction of business, except as otherwise provided by  law, but a majority of those present at any meeting may adjourn the same without notice (as herein before provided) to some other time or place until a quorum is had.  The act of a majority of the directors present shall be the act of the Board of Directors.  Each Director on the Board has one vote in all Board matters.

Section 9 Order of Business. The Board of Directors may from time to time determine the order of business at their meetings.  Until changed, the order of business at such meetings is as follows:

1. Roll Call. A quorum being present
2. Reading of Minutes of preceding meeting and action thereon
3. Reports of Officers
4. Reports of Committees
5. Unfinished Business
6. Miscellaneous Business
7. New Business

Section 10 Chairman. At all meetings of the Board of Directors, the Board shall elect form within itself a chairman who shall preside at all meetings of the directors and shall direct the business of the Board an assist the Executive Director in the implementation of any policy decision made by the Board.  The chairman shall serve at the pleasure of the Board.

Section 11 Action Without Formal Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if, prior to such action, a written consent thereto is signed by all members of the Board or of such committee, as the case may be, and such written consent is filed with the Minutes of the proceedings of the Board of committee.  In concert with new laws, such written consent may be given though electronic means, and recorded as such.

Section 12 Waiver, Consent or Approval. The transactions of any meeting of DIRECTORs, however called and noticed, and wherever held shall be as valid as though a meeting was duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote but not present in person or by proxy, signs a written waiver of notice, a consent to the holding of the meeting, or an approval of the minutes of the meeting.  All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.  Attendance of a person at a meeting shall constitute a waiver of notice except when a director attends a meeting solely for the purpose of stating, at the beginning of the meeting, any such objection or objections to the transactions of business.

Section 13 Vacancies. A vacancy or vacancies on the Board shall exist on the occurrence of the following:

1. The death or resignation of any Director;
2. The declaration by resolution of the Board of a vacancy in the office of a Director who has been declared of unsound mind by an order of court or convicted of a felony.
3. The declaration by resolution of the Board of a vacancy in the office of a Director who has been declared in dereliction of the duties of a Director, or in violation of the provision of these Bylaws.
4. Removal of any Directors pursuant to Section 2
5. The increase of the authorized number of Directors; or
6. The failure of the DIRECTORS, at any meeting of DIRECTORS at which any Director or Directors are to be elected, to elect the number of Directors required to be elected at the meeting.

Section 14 Resignations. Any Director may resign by giving written notice to the Chairman of the Board, the Executive Director, or the Board of Directors.  The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective.  The Board may elect a successor to take office when the resignation becomes effective.

Section 15 Filling Vacancies. Except for vacancies created by removal of a Director by the DIRECTORS, vacancies on the Board may be filled by a majority of the Directors then in office, whether or not less than a quorum, or by a sole remaining Director.  The DIRECTORS may fill any vacancy or vacancies not filled by the Directors, but any such election by written consent shall require the consent of a majority of the outstanding members entitle to vote.

Section 16 Removal Limitation. No reduction of the authorized number of Directors shall have the effect of removing any Director before that Director’s term of office expires.

Section 17 Advisory Directors. The Board of Directors from time to time may elect one or more persons, who may, or may not, be members of the organization, to be Advisory Directors who shall not by such appointment be members of the Board of Directors.  Advisory Directors shall be available form time to time to perform special assignments specified by the Executive Director to amend meetings of the Board of Directors upon invitation and to furnish consultation to the Board.  The period during which the title shall be held may be prescribed by the Board of Directors.  If no period is prescribed, the title shall be held at the pleasure of the Board.

ARTICLE IV

OFFICERS

Section 1- Executive Officers. The officers of the organization shall be the Executive Director, and the Associate Director.  The Board of Directors at its first meeting, after each annual meeting of voting members, shall elect these officers in accordance with the provisions set forth herein.  The Board of Directors, at any time and from time to time, may appoint such other officers as it shall be deemed necessary, including additional Associate directors, and one or more assistant Directors, who shall hold their offices for such terms as shall be determined by the Board of Directors, and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors or the chairman of the Board.  Any number of offices may be held by the same person.

Section 2- Tenure of Office. All officers shall be subject to removal at any time by the affirmative vote of the majority the whole Board.  The Board may delegate the power of removing subordinate officers and agents to any officer.

Section 3- Executive Director. The Executive Director shall be the chief executive officer of the organization and shall have general and active management of the business of the organization and shall see that all orders and resolutions of the Board of Directors are carried into effect.  This person shall have all of the powers usually exercised by the chief executive officer of like organizations, including the power to establish banking and investment accounts, borrow money in the name and on behalf of and for the uses of the organization, in due course of business; the Executive Director shall have general charge of the business of the organization, and shall do and perform such other duties as from time to time may be assigned to the office by the Board.  The Executive Director shall be well versed and experienced in working with northern breed dogs, and in the recruitment, training and education of people, as the Executive Director will generally coordinate the foster home volunteers, train volunteers in the evaluation, selection, and rescue of candidate dogs, provide guidance to foster home volunteers, interview prospective adopting families, and provide, as well as teach counseling skills to  other persons involved in carrying out placement activities.  The Executive Director shall be exofficio a member of all standing committees, unless otherwise provided by the resolution appointing the same.  The Executive Director shall call meetings of the voting members, the Board of Directors and executive meeting to order.  The Executive Director shall foster a minimum of one dog per year.

Section 4- Associate Director. The Associate Director shall keep the minutes of all proceedings of the Board and the minutes of all meetings of the voting members, in books provided  for that purpose; This person shall attend to the giving and serving of all notices for the organization, and shall have charge of certificate books and such other books and papers as the Board may direct; and the Associate Director shall in general perform all the duties incident to the office of the Secretary/Treasurer in other like organizations.  The Associate Director shall have charge of and be responsible for all funds, securities, receipts and disbursements of the organization, and shall deposit, or cause to be deposited, in the name of the organization, all monies or other valuable effects, in such banks, trust companies or other depositories as shall, from time to time, be selected by the Board of Directors, whenever requested, an account of the financial condition of the organization, and in general, shall perform all the duties incident to the office of a treasurer of the organization, and shall further enter the responsibility of aiding assisting the Executive Director in compiling and maintaining all financial reports for the purpose of raising funds or disseminating monies internally.  The Associate Director has the responsibility of cooperating with the Executive Director in the raising and distribution of funds according to the policies set by the Board of Directors or the Executive Director.  The Associate Director shall also perform other duties as may be assigned to the office by the Board.  The Associate Director shall have the responsibility of cooperating with the Executive Director in all areas of responsibility involving public relations and be responsible for the member application process, for voting, and affiliate member as defined in the sections concerned with such matters within these By-Laws.  The Associate Director has special responsibility for all internal publications, including, but not limited to, newsletter, policy manuals, and books and other such materials.  The assistant Associate Director or other assistants shall, in the absence or disability of the Associate Director, or at the expensed request, perform the duties and exercise the powers and authority of the office of Associate Director.

Section 5- Absence of an Officer. In case of the absence of any officer of the organization, or for any other reason that they Board of Directors may deem sufficient, the Board of Directors may delegate, for the time being, any or all of the powers or duties of such officer to any officer or to any director.

Section 6- Vacancies. All vacancies among the officers shall be filled by the Board of Directors.

Section 7- Compensation. Compensation for officers shall be as set by the Board of Directors of the organization

ARTICLE V

SERVICES AND PURPOSES

Section 1- Services. ADRTC acquires dogs from local Animal Control facilities, the SPCA/Humane Society, and private persons.  Dogs shall be carefully evaluated before being selected as candidates for rescue, and the evaluation shall continue while in their foster homes.  All dogs shall be spayed/neutered, and receive necessary shots for immunization before placement.  Rescued dogs may range from younger dogs—under one year, to mature dogs of 5 years.  Dogs accepted are a diverse number of northern dogs, and some northern dog mixes that qualify as good family dogs.  These dogs shall be provided for adoption only, to qualified families, as determined by the Placement Specialist of ADRTC.  ADRTC Placement Specialist shall make every attempt to qualify the match between a dog and family to ensure that the dog will enjoy a healthy and happy life.  ADRTC shall provide advanced information about breed habits, and as much information as the foster homes have on the specific behavior of any dog.  ADRTC shall offer follow-up with counseling and support.  All foster dogs shall be placed using an adoption contract with ADRTC.  Counseling for the dog shall be provided for the lifetime of the dog.

Section 2-Charges and Fees. ADRTC derives revenue from the adoption of each dog.  This revenue is to offset the expenditures incurred in the rescue, fostering, and placement of dogs, and in covering the operating expenses of ADRTC.  The fees will vary according to the dog and financial needs of ADRTC.  The Executive Director shall provide a general guideline to each foster home for the fees to be collected from an adopting home at the time of adoption.  An adoption contract shall be used for ensuring that all parties agree on conditions and terms of the adoption.  This contract shall be devolved by the Executive Director and approved bye the Board of Directors.

Section 3- Other Services. Other services shall include the evaluation of dogs for animal control facilities, for the purpose of determining the behavior of a dog, so that the dog can receive fair treatment.  These cases generally arise due to a dog killing livestock, cats, or other small animals.  Public education shall be an additional component of services.  This education may take many forms and will be determined by the Board of Directors acting on the advice of the Executive Director.  Education activities may include the maintaining of a website of documents that provides extensive information to the public on northern dogs, ADRTC, and references to other valuable sites, public speaking engagements, published papers, adoption information days, and training classes.

Section 4- Fees for Services. The Board of Directors shall establish any fee to be charge for services, based on the budgetary needs of ADRTC, and the ability of a recipient to pay for services.  Generally, fees for services will be assessed to organization when possible, and really to individual persons except in regards to the adoption of a dog, in which case an in-kind payment, or fee for adoption shall be assessed in all cases.

ARTICLE VI

FINACIAL AFFARS AND DONATIONS

Section 1- Financing. The financing will be done in part, through the acquisition of donations from public and private sources.  The Board of Directors is empowered to provide the support to the efforts required to maintain a viable organization.  The officers are further charged with the responsibility of raising funds through whatever channels appears viable to conduct and expand the services offered by the organization which shall include, but not limited to, fund raising through donations, securing of grants and contracts from public and private sources for the provision of services, and the fees for the placement of dogs in permanent homes.  Funds may also be raised though classes, training programs, sales of equipment and accessories for dogs, as well as written materials, lectures, seminars, and other such events as approved by the Board of Directors.

ARTICLE VII

POLITCAL AFFILIATIONS

Section 1- Prohibition Against Public Affiliations. The organization has no political affiliation and any Board member, officer, member or staff member or employee is forbidden to espouse any political cause in the name of the Arctic Dog Rescue & Training Center, Inc.  Any of the aforesaid individuals may, as private citizens, express their beliefs freely without criticism from the organization, but may not associate the organization in any way with that expression.  The organization shall limit its expression to providing education and awareness of the respectful and proper treatment of animals regardless of political affiliation.  The organization shall confine its activities to the providing of the services of rescue, fostering, and placing of northern breed dogs, and the education of persons and organizations in the community about these issues, and these breeds.  Public statements shall be limited to these issues.  Only to the extent that these services aid in the better understanding of government regulations concerning the treatment of these breeds, and the dissemination this information to those who may have need of it will the organization in any way involve itself in government issues.  The organization may provide the government and to other public and private sources an opinion of needs of the northern breeds, in terms of legislation or government policy, but this is not to be constructed as a political affiliation with any person or party.

ARTICLE VIII

COMMITTEES

Section 1-Formation. The Board of Directors may by resolution adopted by a majority of the entire Board, designate an executive committee of three or more Directors.  Each member of the executive committee shall hold office until the first meeting of the Board of Directors after the annual meeting of voting member  next following his election and until his successor member of the executive committee is elected, or until his death, resignation or removal, or until he shall cease to be a Director.

Section 2- Authority. During the intervals between the meeting of the Board of Directors, the executive committee may exercise all the authority of the Board of Directors; provided, however, that the executive committee shall not have the power to amend or repeal any resolution of the Board of Directors that by its terms shall not be subject to amendment or repeal by the executive committee, or the executive committee shall not have the authority of the Board of Directors in reference to: (1) amending the Constitution or By-Laws of the organization; (2) adopting a plan of merger or consolidation; (3) the sale, lease, exchange or other disposition of all or substantially all the property and assets of the organization; or (4) a voluntary dissolution of the organization or a revocation of any such voluntary resolution.

Section 3- Meetings. The executive committee shall meet from time to time on call of the Executive Director or of any two or more members of the committee.  Meetings of the executive committee may be held at such place or places, within or without the State of New Mexico, as the executive committee shall determine or as may be specified or fixed in the respective notices or waivers of such meeting.  The executive may fix its own rules of procedure, including provision for notice of its meetings.  It shall keep a record of its proceedings and shall report these proceedings to the Board of Directors at the meeting thereof held next after they have been taken, and all such proceedings shall be subject to revision or alteration by the Board of Directors except to the extent that action shall have been taken pursuant to or a reliance upon such proceedings prior to any such revision or alteration.

Section 4- Voting. The executive committee shall act by a majority of its members.

Section 5- Additional Committee. The Board of Directors, by resolution adopted by a majority of the entire Board, may designate one ore more additional committees, each committee to consist of three or more of the directors of the organization, which shall have such name or names and shall have or may exercise such powers of the Board of Directors, except the powers denied to the executive committee, as may be determined from time to time by the Board of Directors.

Section 6- Removal. The Board of Directors shall have power at any time to remove any member of any committee, with or without cause, and to fill vacancies in and to dissolve any such committees.

ARTICLE IX

MEMBERSHIPS

Section 1- Evidence of Membership. The Board of Directors shall determine whether the organization shall issue written certificates or other evidence of membership in the organization and their decision shall be binding.

Section 2- Termination of Members. The Board of Directors and officers of the organization shall maintain at all times a membership roll at the principal office of the organization setting for the full name and address of each and every voting member, affiliate member and honorary member.  The organization shall rely on such membership rolls in determining the voting members entitled to vote at any meeting.  For the purposes of determining voting members entitled to vote at any meeting, the Board of Directors may for a stated period, but not to exceed fifty (50) days and, in case of a meeting of voting members, not less than ten (10) days prior to the date on which the particular action requiring such determination of voting members is to be taken.  The organization shall be entitled to rely on the voting membership roll I determining the individual entitled to vote at any meeting of voting members.

Section 3- Voting Membership Rights. At all meetings of voting members of the organization, each voting member shall be entitled to cast one vote.  There shall not be any per-emptive rights or cumulative voting rights.  Voting and all other memberships shall not be transferable.

ARTICLE X

NEGOTIABLE INSTRUMENTS, CHECKING ACCOUNTS AND CORPORATE INDEBTEDNESS

The Board of Directors shall, by proper resolution,  provide for the method of signing of checks, drafts, notes, bill of exchange or other orders or instruments whatever for the payment of money; for the transfer and sale of property of the organization; for the selection of a depository for the funds of other organizations; for the endorsement and registration of all securities; and for the borrowing of money on behalf of the organization, including the right to give corporate property as security.

ARTICLE XI

INSPECTION OF CORPORATE RECORDS

Section 1 Books and Records: The organization shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, Board of Directors and committees having any of the authority of the Board of Directors.  The corporation shall keep at its principal business office in this State, the original or a copy of the Articles of Incorporation and Bylaws, as amended to date, which shall be open to inspection by the voting members at all reasonable times during office hours.  The right of inspection includes the right to copy and make extracts of documents.  All books and records of the organization may be inspected by any voting member for any purpose at any reasonable time subject to the provision hereinafter set out of Section 2 of this article XI of the By-Laws.

Section 2- Procedure for Examination and Inspection of Corporate Records.
(a) The procedure for any voting member to inspect or have access to any of the books or records of the organization shall be as hereinafter set forth.
(b) The minute book, membership rolls, and main account ledger of the organization shall be open for examination by any voting member upon the following terms and conditions.
(i) Any voting member desiring to copy, examine, inspect or have access to the aforesaid records shall submit to the Associate Director of the organization a written request, accompanied by a sworn affidavit: (1)that he or she has been a  voting member of record for not less than ninety (90) days proceeding the date of the request; (2) stating in full detail the purpose or purposes of the inspection and that the inspection is not designed for a purpose which is in the interest of a business or object other than the business of the organization.
(ii) Upon the Associate Director or a majority of the Directors of organization finding the request proper, the Associate Director shall notify the voting members within thirty (30) days after receipt of said request of the time, which shall not be more than thirty (30) days after such notification, and place at which the inspection may be conducted.
(iii) If said request is found by the Associate Director or a majority of the Board of Directors not to be proper, the Associate Director shall so notify the requesting voting member within thirty (30) days after the receipt of the request and the notification shall specify basis for the rejection of such voting member’s request.
(c) Each paragraph and subparagraph contained in this Article is separable and in the event any paragraph is held invalid, it shall not affect the validity of any other paragraph or subparagraph.

ARTICLE XII

INDEMNIFICATION

Section 1- Indemnification of Directors, Officers, Employees or Agents of the organization.
(a)Under the circumstances prescribed in paragraphs (c) and (d) of this Section, the organization shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending o completed action suit or proceeding, whither civil, criminal, administrative or investigative (other than an act by or in the right of the organization) by reason of the fact that he or she was a director, officer, employee or agent of the organization, is or was serving at the request of the organization as director, officer, employee or agent of another trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably  incurred by him in connection with such action, suit or proceeding if acted in a manner he reasonably believed to be in or not opposed to the best interest o the organization, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, convicting, or upon plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in a manner which he reasonably believed to be in or not opposed to the best interests of the organization, and with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

(b) Under the circumstances prescribed in paragraphs (c) and (d) of this Section, the organization shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suite by or in the right of the organization to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the organization, or is or was serving at the request of the organization as a director, officer, employee or agent of another organization, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the organization; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the organization, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity  for such expense which the court shall deem proper.

(c) To the extent that a director, officer, employee or agent of an organization has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in paragraphs (a) and (b) of this Section, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

(d) Except as provided in paragraph (c) of this Section and except as may be ordered by a court, any indemnification under paragraphs (a) and (b) of this Section shall be made by the organization only as authorized in the specific case upon a determination and indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set for the in paragraphs (a) and (b).  Such determination shall be made: (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or even if obtainable, if a quorum of disinterested directors so directs, the determination shall be made by the firm of independent legal counsel than employed by the organization, in a written opinion, or (3) by the affirmative vote or a majority of the voting members entitled to a vote thereon.

(e) Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the organization in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the organization as authorized in this Article.

(f) The indemnification provided by this Article shall not be deemed exclusive of any of the rights, in respect of indemnification or otherwise, to which those seeking indemnification may be entitled under any by-law or resolution approved bye the affirmative vote of the voting members entitled to vote thereon taken at a meeting, the notice of which specified that by such by-law or resolution would be placed before the voting members, both as to action by a director, officer employee or agent in h is official capacity and as to action in another capacity while holding such office or position, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall insure to the benefit of the heirs, executors and administrators of such a person.

(g) The organization may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the organization, or is or was serving at the request of the organization as a director, officer, employee or agent of another organization, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the organization would have the power to indemnify him against such liability under provisions of this Section.

(h) If any expenses or other amounts are paid by way of indemnification, otherwise than by court order or by an insurance carrier pursuant to insurance maintained by the organization, the organization shall, not later than the next annual meeting of the voting members, unless such meeting is held within three (3) months from the date of such payment, and in any event, within fifteen (15) months from the date of such payment, send by first class mail to its voting members of record at the time entitled to vote for the election of directors, a statement specifying the persons paid, the amount paid, and the nature and status at the time of such payment of the litigation or threatened litigation.

ARTICLE XIII

MISCELLANEOUS

Section 1- Fiscal Year. The fiscal year of the organization shall be the calendar year or otherwise as the Board of Directors may determine.

Section 2- Waiver of Notice. Any voting member or director may waive any notice required to be given by these By-Laws.

Section 3- Amendments. The voting members of the organization may make, amend, or repeal any or all of these By-Laws at any regular or special meeting; and between annual meetings of the voting members of the Board of Directors may make, amend or repeal these By-Laws; but any amendment made by the Board of Directors shall not be effective beyond the next annual or special meeting of the voting members; if the voting members disapprove of the amendment, alteration or repeal by the directors.

Section 4- Construction. Unless the context requires otherwise, the general provisions, rules of construction and definitions in the New Mexico Nonprofit Corporation Law shall govern the construction of these Bylaws.  Without limiting the generality of the preceding sentence, the masculine gender includes the feminine and neuter, the singular includes the plural and the plural includes the singular, and the term “person” includes both a legal entity and a natural person.

CERTIFICATE of the Associate Director

I certify that I am the duly elected and acting Associate Director of Arctic Dog Rescue & Training Center, that the above Bylaws, consisting of pages, are the Bylaws of this corporation as adopted by the Board of Directors on, and that they have not been amended or modified since that date.  Executed on                  at                     in Albuquerque, New Mexico.

Associate Director
Gary W. Kelly