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BYLAWS
OF
The Hoosier Tree Dog Alliance, Inc.
Article I Identification
Section 1.01. Name:
The name of this organization shall be the “Hoosier Tree Dog Alliance, Inc.” (“the Corporation”).
Section 1.02. Place of Keeping Corporate Books and Records:
The books of account, records, documents and papers of the Corporation shall be kept at any place or places within or without the State of Indiana as directed by the board of directors. In the absence of a direction, the books of account, records, documents and papers shall be kept at the principal office of the Corporation.
Section 1.03 Seal.
The board of directors of the Corporation may designate the design and cause the Corporation to obtain and use a corporate seal, but the failure of the board to designate a seal or the absence of the impression of the corporate seal from any document shall not affect in any way the validity or effect of such document.
Section 1.04 Fiscal Year.
The fiscal year of the Corporation shall end December 31 of each year.
Article II Purposes
The Corporation is organized and shall be operated exclusively to bring tree dog enthusiasts together for the purpose of fellowship, competition and unity while in the ethical pursuit of tree game; and to promote hunter ethics, sportsmanship and resource enhancement through sound conservation effort and practices and for other charitable, educational, religious, scientific, or literary purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. The Corporation is authorized to accept, hold, administer, invest and disburse for charitable, educational, religious, scientific or literary purposes such funds as may from time to time be given to it by any person, corporation or entity, and to receive gifts and make financial and other types of contributions and assistance to charitable, educational, religious, scientific or literary organizations described in Section 501(c)(3) which are exempt from income tax under Section 501(a) of the Internal Revenue Code of 1986, as amended, and in general, to do all things that may appear necessary and useful in accomplishing the purposes herein set forth in accordance with the rules and regulations under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. All of the assets and earnings of the Corporation shall be used exclusively for the purposes herein set forth, including the payment of expenses incidental thereto. No part of the net earnings of the Corporation shall inure to the benefit of any private individual. No substantial part of the Corporation's activities shall be for carrying on propaganda or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in, any political campaign on behalf of, or in opposition to, any candidate for public office.
Furthermore, the Corporation and it’s membership shall maintain a high moral and ethical standard by abiding by all game laws pertaining to the legal taking of game during established hunting seasons and respecting landowner rights, allowing the Corporation and it’s membership to work in a combined effort with state game managers and other legislative bodies to maintain the availability of a hunt-able resource, advise on game laws pertaining to tree game and preserve our hunting heritage of free casting dogs for the ethical pursuit of tree game.
The Corporation shall work diligently to establish and maintain open and positive communication with state game managers, land owners, legislative bodies, and other sportsman’s groups in order for the Corporation to develop a positive image, to have a credible voice, and to advise state game officials in reference to laws pertaining to tree dogs and tree game.
Article III Non-Profit
The Corporation shall be non-stock and nonprofit and shall not be authorized to issue capital stock. The board of directors shall not commit or allow to be committed any act prohibited by Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (Indiana Code §§22-17-1-1 through 23-17-30-4, the “Act”). The board of directors shall do and perform all acts required by each of the above-mentioned laws.
Article IV Membership
Section 4.01. Membership:
The Corporation shall have members. Membership shall be granted to any person who is willing to uphold these By-Laws and the purposes of this Corporation. No one shall be denied membership based on race, religion, sex, age or national origin.
Membership in this Corporation is a privilege and each member of the Corporation pledges to support and uphold all current laws of the state of Indiana while in pursuit of tree game.
Any member found to have been in violation of any article of these By-laws shall be subject to having any and/or all membership privileges revoked pending review by the Board of Directors of the Corporation.
The Board of Directors shall investigate and review any infractions of this Article. The Board may suspend membership privileges for one year and up to life for violations of this or any other article of these By-laws.
Any disciplinary action pertaining to this Article shall require a vote of at least two-thirds majority of the Board of Directors.
Section 4.02. Membership Dues:
All members shall be assessed a fee of $20.00 for a family membership consisting of spouse and all children under 18 years of age.
(a) Family Membership - $20.00 (Consists of spouse and all children under 18 years of age.)
(b) Youth membership – 10.00 (Available to anyone under the age of 18 years as of January 1 of the current calendar year).
(c) Club Membership - $75.00 (Available to interested sporting organizations. Includes four full memberships and banquet tickets to each club.)
(d) Kennel Sponsorship -$50.00
All membership shall be for one calendar commencing January 1st and ending on December 31st of the same year.
Section 4.03. Voting Rights.
Each family membership is entitled to one (1) vote
Section 4.04. Transfer.
Membership in this Corporation is nontransferable and nonassignable.
Section 4.05. Termination.
Membership shall terminate in this Corporation on the occurrence of any of the following events:
(a) Receipt by the Board of Directors of the written resignation of a member, executed by the member or a duly authorized attorney-in-fact.
(b) The death of a member
(c) The failure of a member to pay dues, assessments, or fines on or before the due date.
(d) The failure of a member to retain the incidents of qualifications for membership as described in these By-Laws.
(e) For any other cause, inconsistent with membership, after due notice, hearing and determination by the Board of Directors or a duly delegated committee.
Section 4.06. Reinstatement.
If it is possible to correct or change the conditions leading to termination of membership before the Board of Directors adopts a formal resolution affirming the termination, regardless of the passage of time or events occurring during that time, the member will be deemed automatically reinstated unless the Board within thirty (30) days of reinstatement holds a hearing, with notice, to confirm, for good cause shown, that membership should remain permanently terminated as a result of the terminating circumstances.
Article V. Meeting of Members
Section 5.01. Annual Meetings.
Annual meetings of members will be held on __________________, of each year at _________ o’clock _____.m. at the principal offices of the Corporation or at such other location as is provided in any notice of such meeting, for the purpose of the election of the board of directors, chairman of the board and/or vice chairman of the board, and consideration of any other matters that may properly be brought before the meeting. Notice shall be required for the holding of each annual meeting. If such meeting is not held as above provided, the election of directors may be held at any subsequent duly constituted meeting of the members.
Section 5.02. Special Meetings.
Special meetings of the members may be called by the board of directors or president or on written demand of ten percent (10%) of all votes entitled to be cast on an issue proposed to be considered at the special meeting.
Section 5.03. Action without Meeting.
(a) Unless limited or prohibited by the Articles of Incorporation or Bylaws, action required or permitted by this Article to be approved by the members may be taken without a meeting of members if the action is approved by members holding at least eighty percent (80%) of the votes entitled to be cast on the action. The action must be evidenced by at least one (1) written consent describing the action taken that meets the following conditions:
(1) Is signed by the members representing at least eighty percent (80%) of the votes entitled to be cast on the action and is delivered to the Corporation for inclusion in the minutes or filing with the Corporation's records.
(2) Requests for written consents must be delivered to all members.
(b) If not otherwise determined under section 5.03 and 5.07 of these By-Laws, the record date for determining members entitled to take action without a meeting is the date the first member signs the consent under subsection (a).
(c) A consent signed under this Section:
(1) has the effect of a meeting vote; and
(2) may be described as such in any document.
(d) Action taken under this Section is effective when the last member necessary to meet the eighty percent (80%) requirement signs the consent unless a prior or subsequent effective date is specified in the consent.
Section 5.04. Meeting by Telephone and the Like.
A member may participate in a special, regular or annual meeting of the members through the use of telephonic conference or any other means of communication by which all persons participating in the meeting can simultaneously hear each other. Participation by telephonic or similar means shall constitute presence in person at the meeting.
Section 5.05. Notice.
Written notice stating the day, place, and hour of the meeting, and the purpose if a special meeting, shall be delivered personally or mailed to each member entitled to vote at the meeting at least thirty to sixty (30 to 60) days preceding the meeting. Mailed notices shall be regularly processed through the U.S. mail and sent to each member at the last address appearing on the Corporation’s register for the member. Such meetings may be held at any place within or without the State of Indiana, as may be specified in the respective notices, or waivers of notice, thereof.
Section 5.06. Quorum.
The percentage of members entitled to vote represented in person or by proxy that constitutes a quorum at a meeting for the consideration and approval of any matters is ten percent (10%).
Section 5.07. Action Without Meeting.
Any action required or permitted to be taken at any meeting of the members may be taken without a meeting, if a written consent thereto is signed by all members, and such written consent is filed with the minutes of proceedings of the members with the corporate records.
Section 5.08. Resignations.
Any member may resign at any time by giving written notice to the president or the secretary of the Corporation. Such resignation shall take effect when the notice is delivered unless the notice specifies a later effective date; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any officer or director who resigns, either verbally or in writing, shall not be eligible for any election for a period of three (3) years from the date of the resignation.
Article VI Board of Directors
Section 6.01. Qualification.
The Corporation’s members shall elect members to the Board of Directors. The Board of Directors shall include a Chairman of the Board, President, Vice President, Secretary, and Treasurer, which shall be nominated and elected from the existing Board membership.
Section 6.02. Interim Board.
The Association shall appoint an interim board of directors, chosen from it’s charter members. The purpose of this interim board of directors shall be to increase interest and membership of the Association, and to appoint the initial board of directors and officers
Section 6.03. Number of Directors and Staggered Terms
The Board of Directors shall be the governing body of the Corporation. The Board shall consist of 10 members who are in good standing with the Corporation. The Board shall consist of three (3) three year members and thee (3) two year members, and three (3) one year members. In addition, the outgoing President is appointed to a one year term on the Board. in addition to the below named Officers of the Corporation.
Section 6.04. Terms of Office
The Board of Directors shall serve terms of three (3) years. There is no term limit pertaining to the Board members and they can be elected to the Board for an unlimited number of terms.
Section 6.05. Nomination of Office.
The nomination of a Board of Directors position shall be open to any member that is in good standing with the Corporation. Upon nomination the Board shall confirm or reject the nomination. Confirmation of the nominee shall consist of at least two-thirds majority vote by the Board. The nominee shall be a member who has the best interest and is focused on the purpose and goals of the Corporation.
Section 6.06. Board Member Elections.
Nominees who are confirmed by the Board shall be voted on by the general membership. The nominee shall be elected pending the ballot majority of voting members. The nominee shall be elected to the term of three (3). Each year, the general membership shall nominate three candidates for the expiring terms of the one year board members, and upon confirmation by the existing board of directors shall elect board members from these candidates.
Section 6.07. Chairman of Board of Directors.
The chairman of the board of directors shall preside at all meetings of the board of directors and the executive committee of the board of directors, if such committee has been designated. The chairman shall perform such other duties as may be prescribed, from time to time, by the board of directors of the Corporation. He or she and the president shall each have the authority to appoint, with the secretary, agents for the Corporation subject to the Act, the Articles of Incorporation and these Bylaws.
Article VII Meeting of Board of Directors
Section 7.01. Annual Meeting.
Unless otherwise determined by the chairman of the board of directors, the president, or a majority of the board of directors, the annual meeting of the board of directors shall be held on ________________, of each year at _________ o’clock _____.m. at the principal offices of the Corporation or at such other location as is provided in any notice of such meeting, for the purpose of election of officers, and consideration of any other matters that may properly be brought before the meeting. Notice shall be required for the holding of each annual meeting. If such meeting is not held as above provided, the election of directors and officers may be held at any subsequent duly constituted meeting of the board.
Section 7.02. Other Meetings.
Regular meetings of the board of directors may be held, without notice, at such time as may from time to time be fixed by resolution of the board. Special meetings of the board of directors may be called at any time by the chairman of the board of directors or the president, and shall be called on the written request of any member of the board of directors. Notice of such a special meeting shall be sent by the secretary to each director at his or her residence or usual place of business by letter or telegram, at such time that, in regular course, such notice would reach such place not later than twenty-four (24) hours prior to the time established for such meeting; or may be delivered by the secretary, or notice may be made by telephone, to a director personally at any time within twenty-four (24) hours prior to the meeting. A director may waive any notice required by the Act, the Articles of Incorporation or these Bylaws before or after the date and time stated in the notice. Except for waiver by attendance as provided hereinbelow, such waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records. By his attendance at or participation in a meeting, a director waives his right to object to the lack of notice of such meeting unless the director at the beginning of the meeting (or promptly upon the director's arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. Such meetings may be held at any place within or without the State of Indiana, as may be specified in the respective notices, or waivers of notice, thereof.
Section 7.03. Meeting by Telephone and the Like.
Any or all of the members of the board of directors or of any committee designated by the board may participate in a special, regular or annual meeting of the board or any committee of the board by or through the use of telephonic conference or any other means of communication by which all persons participating in the meeting can simultaneously hear each other. Participation by telephonic or similar means shall constitute presence in person at the meeting.
Section 7.04. Quorum.
A majority of the fixed number of directors prescribed by these Bylaws, from time to time, shall be necessary to constitute a quorum for the consideration and approval of any matters except the filling of vacancies on the board. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors unless the act of a greater number is required by law, the Articles of Incorporation or these Bylaws.
Section 7.05. Action Without 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 a written consent thereto is signed by all members of the board of directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the board of directors or committee or with the corporate records.
Section 7.06. Resignations.
Any director may resign at any time by giving written notice to the board of directors, the chairman of the board of directors, the president or the secretary. Such resignation shall take effect when the notice is delivered unless the notice specifies a later effective date; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any officer or director who resigns, either verbally or written, shall not be eligible for any election for a period of three (3) years from the date of the resignation.
Section 7.07. Removal.
Any director may be removed, with or without cause, by the board of directors; provided, however, that a director may be removed by the board of directors only at a duly called meeting of the board of directors at which a quorum is present and by an affirmative vote of a majority of the directors, including the director whose removal is being sought, if notice of the intention to act upon such matter shall have been given in the notice calling such meeting.
Section 7.08. Vacancies.
Any vacancy occurring in the board of directors, caused by removal, resignation, death or other incapacity, or increase in the number of directors, may be filled by the person who had next highest vote in the last annual election.
Section 7.09. Compensation of Directors.
The board of directors is empowered and authorized to reimburse directors for their out-of-pocket expenses incurred for attendance at meetings of the board and for such additional expenses any of such directors may incur on behalf of the Corporation.
Article VIII Executive or Other Committee
Section 8.01. Designation of Executive or Other Committee.
The board of directors may, by resolution adopted by a majority of the actual number of Directors elected and qualified, from time to time, designate two (2) or more of its number to constitute an executive or other committee. The board of directors shall have the power at any time to increase or decrease the number of members of the executive or other committee, to fill vacancies thereon, to change any member thereof, and to change the functions or terminate the existence thereof.
Section 8.02. Powers of the Executive or Other Committee. During the intervals between meetings of the board of directors, and subject to such limitations as may be required by law or by resolution of the board of directors, the executive or other committee shall have and may exercise all of the authority of the board of directors, except that the executive or other committee shall not have authority to (i) authorize distributions of funds of the Corporation; (ii) except as otherwise provided in the Act, amend the Articles of Incorporation or adopt, amend or repeal the Bylaws; (iii) approve a plan of merger or consolidation; or, (iv) fill vacancies on the board of directors or any of its committees.
Section 8.03. Meetings; Procedure; Quorum.
Regular meetings of the executive or other committee may be held, without notice, at such time and place as may from time to time, be fixed by resolution of the committee. Special meetings of the committee may be called at any time by the chairman of the committee. Notice of such a special meeting shall be sent to each member of the committee at his or her residence or usual place of business by letter or telegram, at such time that, in regular course, such notice would reach such place not later than during the date immediately preceding the day for such meeting; or may be delivered to a member personally or by telephone at any time during such immediately preceding day. Notice of any such meeting need not be given to any member of a committee who has waived such notice, either in writing or by telegram, arriving either before or after such meeting, or who shall be present at the meeting or who executes a consent to action consistent with the Bylaws. Any meeting of a committee shall be a legal meeting, without notice thereof having been given, if all the members of the committee who have not waived notice thereof in writing or by telegram, shall be present in person. A majority of the committee, from time to time, shall be necessary to constitute a quorum for the consideration and approval of any matters, and the act of a majority of the members present at a meeting at which a quorum is present shall be an act of the committee. The members of a committee shall act only as a committee, and the individual members shall have no power as such. All minutes of meetings of a committee shall be submitted to the next succeeding meeting of the board of directors for approval; but failure to submit the same or to receive the approval thereof shall not invalidate any completed or incomplete action taken by the Corporation upon authorization by the committee prior to the time at which the same shall have been, or were, submitted as above provided.
Article IX Officers
Section 9.01. Number and Qualifications.
The officers of the Corporation may consist of a chairman and/or a vice chairman of the board of directors, a president, one (1) or more vice-presidents, a secretary, a treasurer, and such other officers as may be chosen by the board of directors at such time and in such manner and for such terms as the board of directors may prescribe. The chairman of the board and the president shall be chosen from among the directors. Any two (2) or more offices may be held by the same person.
Section 9.02. Election and Term of Office.
The officers shall be chosen annually by the board of directors. Each officer shall hold office until his or her successor is chosen and qualified, or until his or her death, or until he or she shall have resigned, or shall have been removed in the manner hereinafter provided.
Section 9.03. Resignations.
Any officer may resign at any time by giving written notice to the board of directors, its chairman, the president or the secretary. Such resignation shall take effect upon delivery unless a later time is specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 9.04. Removal.
Any officer may be removed either with or without cause, at any time, by the board of directors.
Section 9.05. Vacancies.
Whenever any vacancies shall occur in any office by death, resignation, removal, increase in the number of offices of the Corporation, or otherwise, the same shall be filled by the board of directors, and the officer so chosen shall hold office during the remainder of the term for which his or her predecessor was chosen or as otherwise provided herein.
Section 9.06. President.
The President shall be chosen from among the Board of Directors and shall be responsible for the active executive management of the operations of the Corporation subject to the control of the Board of Directors; shall discharge all the duties which devolve upon a presiding officer; and shall perform such other duties as these By-Laws provide or the Board of Directors may prescribe. The President shall have full authority to execute, with the Secretary, if any, powers of attorney appointing other corporations, partnerships or individuals the agent of the Corporation, all subject to the provisions of the Act, the Articles of Incorporation and these By-Laws.
Section 9.07. Vice President.
The Vice President shall perform all duties incumbent upon the President during any absence or disability of the President, and perform such other duties as the Board of Directors may from time-to time prescribe. If there is more than one (1) Vice President, the Board of Directors shall designate their respective duties and functions.
Section 9.08. Assistant Officers.
The Board of Directors may from time-to-time designate and elect assistant officers who shall have such powers and duties as the officers whom they are elected to assist shall specify and delegate to them, and such other powers and duties as these By-Laws, the Board of Directors and/or the President may prescribe. An Assistant Secretary may attest the execution of all documents by the Corporation.
Section 9.09. Delegation of Authority.
In case of the absence of any officer of the Corporation, or for any other reason that the Board of Directors may deem sufficient, the Board of Directors may delegate the powers or duties of such officer to any other officer or to any director, for the time being, provided a majority of the entire Board of Directors concurs therein.
Section 9.09. Secretary.
The Secretary shall have the custody and care of the corporate seal, if any, records, minutes and membership list of the Corporation. He or she shall attend all meetings of the shareholders and of the Board of Directors, and shall keep, or cause to be kept in a book provided for the purpose, a true and complete record of the proceedings of such meetings, and shall perform a like duty for all standing committees, if any, that may be appointed by the Board of Directors, when required. He or she shall attend to the giving and serving of all notices of the Corporation, shall file and take charge of all papers and documents belonging to the Corporation, and shall perform such other duties as the Board of Directors or President may prescribe.
Section 9.10. Treasurer
The Treasurer shall keep correct and complete records of account, showing accurately at all times the financial condition of the Corporation. He or she shall be the legal custodian of all monies, notes, securities and other valuables which may from time-to-time come into the possession of the Corporation. He or she shall immediately deposit all funds of the Corporation coming into his or her hands in some reliable bank or other depositary to be designated by the Board of Directors, and shall keep such bank account in the name of the Corporation. He or she shall furnish at meetings of the Board of Directors, or whenever requested, a statement of the financial condition of the Corporation, and shall perform such other duties as the Board of Directors or President may prescribe. The Treasurer shall obtain for the Corporation a faithful performance bond of five thousand dollars ($5,000), the cost of which is to be paid by the Corporation.
The accounts of the Treasurer shall be audited quarterly by a certified accountant or attorney, which audit shall consist of the financial matters pertaining to the Corporation..
Article X Special Corporate Acts, Negotiable Instruments, Deeds and Contracts
In order to maintain a high level of integrity pertaining to the finances of the Corporation, the following By-Laws shall govern the use and handling of Corporation funds.
Section 10.01. Deposits.
Deposits may include deposits to a checking, savings, or stocks or bonds set forth and approved by the Board of Directors. Deposits shall be made by the Treasurer no later than three (3) business days after receipt of funds and records of deposit shall be kept on hand for review by the Board upon their request.
Section 10.02. Withdrawals.
Withdrawals may include withdrawals from the Corporation checking or savings account upon approval from the Board. All withdrawals shall consist of two signatures from the President or Vice President, when the President is incapable of doing so, and the Treasurer.
Section 10.03. Audits.
The Board of Directors shall approve a certified accountant or attorney who shall conduct a financial audit of financial transactions of the Corporation quarterly. The audits shall consist of financial matters pertaining to the Corporation.
Section 10.04. Annual Report.
The Board shall make an annual report to the membership of the financial state of the Corporation. The financial status of Corporation shall be made available, in a timely manner, to any member upon request to the Board.
Section 10.05. Fund Raisers.
Fund Raisers for the generation of money or other goods of financial value for the benefit of the Corporation may be conducted. All fund raisers shall be approved by the Board of Directors. At no time shall any fund raiser be conducted in the name of the Corporation without the approval of the Board of Directors. All Fund Raisers must conform to the standards set forth by state law.
Section 10.06. Execution of Deeds, Contracts, and the Like.
All deeds, notes, bonds and mortgages made by the Corporation and all other written contracts and agreements, other than those executed in the ordinary course of corporate business, to which the Corporation shall be a party shall be executed in its name by any one or more of, the chairman of the board of directors, the president, vice-president, secretary or treasurer or by any other officer so authorized by the board of directors, acting by resolution; and the Secretary, when necessary or required, shall attest the execution thereof.
Section 10.07. Ordinary Contracts and Agreements.
All written contracts and agreements into which the Corporation enters in the ordinary course of business operations shall be executed by any officer of the Corporation or by any other employee or agent of the Corporation designated by an officer of the corporation to execute such contracts and agreements.
Article XI Indemnification of Officers and Directors
Section 11.01. Indemnification.
The Corporation shall indemnify each member of the board of directors, each incorporator, each officer and each employee or agent of the Corporation against all liability and expenses (including legal fees and disbursements), judgments, fines, penalties and amounts paid in settlement or upon execution of judgment, that may be incurred by or on his behalf, to the fullest extent now or hereafter permitted by law, in connection with any threatened, pending or completed action, suit, proceeding, including the appeal thereof, whether civil, criminal, administrative or investigative, brought or threatened to be brought against him or her by reason of his or her performance as a director or officer of Corporation, or in any other capacity on behalf of Corporation and shall continue as to an individual who has ceased to be a director or officer of the Corporation, and shall inure to the benefit of the heirs, executors, administrators and legal representatives of such individual. The rights of indemnification provided for herein shall not be deemed the exclusive rights to which any director or officer of the Corporation may be entitled.
Section 11.02. Expenses.
All direct expenses incurred by one or more individuals entitled to be indemnified by the Corporation in defending any such action, suit or proceeding shall be paid by the Corporation on behalf of each such individual as such expenses are incurred, in advance of the final disposition of such action, suit or proceeding if:
(a) the individual entitled to indemnification furnishes the Corporation a written affirmation of such individual's good faith belief that such individual has met the standard of conduct required by law; and
(b) the individual entitled to indemnification furnishes the Corporation a written undertaking, executed personally or on the individual's behalf, to repay the advance if it is ultimately determined that the individual did not meet the required standard of conduct; and
(c) a determination is made that the facts then known to those making the determination would not preclude indemnification under applicable law.
Section 11.03. Liability Insurance.
If so decided by the board of directors, the Corporation shall purchase and maintain, on behalf of any person who is a director, officer, employee or agent of the Corporation, insurance against any liability asserted against him or her or incurred by him or her in any such capacity or arising out of his or her status as such whether or not the Corporation would have the power to indemnify him or her against such liability under law.
Section 11.04. Effect of Indemnification Rights.
The foregoing provisions for indemnification shall be deemed to be a contract between the Corporation and each person entitled to indemnification thereunder and no such person's rights to indemnification shall be diminished or otherwise adversely affected by any repeal, amendment or modification of the foregoing provisions which occurs subsequent to such person becoming an officer, director, employee or agent of the Corporation.
Article XII Sponsorships
The Corporation shall sponsor and conduct the following events and awards annually:
(a) Annual HTDA Membership Banquet:
This event shall be made available to all members in good standing and their guests. The purpose of this event shall be to reward membership for hard work and dedication pertaining to the promotion of tree dogs, the ethical pursuit of game and enhancement of natural resources and to recognize individual members who excel in these efforts.
(b) HTDA Citizenship Award:
The purpose this award is to recognize annually a non-member for their outstanding efforts and support of the ethical hunting of tree game using tree dogs. This award shall be based upon the citizen’s efforts to promote the free casting of dogs to lawfully pursue game through exemplary work with legislative issues, conservation organizations, state wildlife managers and the public. This person shall be an individual of high moral character who reflects positively the ideals of the HTDA and it’s membership.
Article XIII Amendments
The power to make, alter, amend or repeal these Bylaws of the Corporation is vested in the board of directors, but the affirmative vote of a number of directors equal to a majority of the number who would constitute a full board of directors at the time of such action shall be necessary to take any action for the making, alteration, amendment or repeal of these Bylaws.
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Last Updated by: Jerry Moll
4/21/2009 8:07:49 AM
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