The Azawakh Club

Printable PDF version of the AZCA Constitution and Bylaws.

CONSTITUTION

ARTICLE I – NAME

The name of this corporation shall be The Azawakh Club of America, Incorporated.

ARTICLE II – PURPOSE

The Azawakh Club of America (AZCA), Inc. is a not for profit organization.

The purposes of The Azawakh Club of America, Inc., are:

1. To educate the public about Azawakh, defined as those sighthounds that can reasonably be assumed to descend from west African Azawakh bred by dog-breeding tribes in the Sahel zone of the countries of  Niger, Mali, Burkina Faso and Algeria, with no admixture of other dogs of other breeds;
2. To maintain a registry of Azawakh of interest to the AZCA;
3. To advance the preservation of the Azawakh and the development of a context within the larger canine-owning community where these dogs can prosper, and;
4. To foster research, inquiry and discussion pertaining to the Azawakh in a polite and helpful environment.

ARTICLE III – MEMBERSHIP

Any natural person or institution who supports the purposes of The Azawakh Club of America, Inc. may become a member of the organization by complying with the provisions of the Bylaws.

ARTICLE IV – MEETINGS

Meetings shall be held as provided in the Bylaws.

ARTICLE V – OFFICERS AND ELECTIONS

Elected officers shall consist of such officers as provided in the Bylaws, who shall be nominated and elected as provided in the Bylaws. Appointed officers shall be such officers as provided in the Bylaws, who shall be appointed as provided in the Bylaws.

ARTICLE VI – AMENDMENTS TO THE CONSTITUTION/CHARTER

This constitution may be amended or rescinded as provided in the Bylaws.

BYLAWS

ARTICLE I – IDENTITY

SECTION 1 – DEFINITION

This corporation, The Azawakh Club of America (AZCA), Inc. is incorporated in the state of Connecticut. The purpose of AZCA is to educate the public about Azawakh as defined in Article II Section 1 below so that those dogs may be available for future generations.

SECTION 2 – PRINCIPLES

A. AZCA is a not-for-profit organization.
B. AZCA may pursue its purpose through such activities as:

1. the education of the public about Azawakh,
2. the exchange of ideas and information about them in a friendly, polite and helpful climate,
3. the investigation of their history and character,
4. the maintenance of a registry of Azawakh of interest to the AZCA, and
5. the development of an identity within the larger canine-owning community in which the Azawakh will prosper.

C. AZCA will not give preferential treatment to any breeding program, breeding group, individual Azawakh or theory of breeding within the blood-lines of interest to the organization.
D. AZCA will not make or publish official statements impugning the intrinsic value of any Azawakh.
E. Representations made by AZCA regarding the history, character and/or ancestry of Azawakh shall be based
F. on information available to AZCA, and shall not be interpreted as statements of fact as to the veracity of historical documents, or the relative accuracy of conflicting records, or as a guarantee of actual ancestry.

ARTICLE II – AZCA AZAWAKH

SECTION 1 – DEFINITION

The dogs of primary interest to AZCA, which are called “Azawakh” are those dogs existing both inside and outside west Africa that can reasonably be assumed to descend entirely from Sahelian dogs bred in the historic traditions of
dog-breeding tribes of the deserts and semi-arid regions of the Sahel without admixture from sources unacceptable to AZCA. AZCA reserves the right to determine which dogs are called “Azawakh.”

SECTION 2 – STANDARDS

AZCA shall develop, maintain and disseminate standards for the identification of dogs as eligible for inclusion in the official registry and shall establish rules, if deemed necessary by the Board of Directors, to evaluate the evidence presented in support of any dog proposed for such inclusion.

SECTION 3 – REGISTRY
The organization shall maintain a listing of the names of known Azawakh and the known-named ancestors thereof. Such registry shall be subject to amendment as stipulated in Article XI.

ARTICLE III – PARTICIPATION

SECTION 1 – MEMBERSHIP CLASSES
Membership categories will be as determined by the Board of Directors with the exception that “Members” shall be persons, organizations or institutions who at the time of qualification are engaged in the preservation of Azawakh as evidenced by the ownership of one or more of such dogs. A person may hold more than one class of membership if qualified.  AZCA will provide for the following membership categories:

A. Regular – a natural person who has ownership interests in one or more Azawakh and who supports the principles and purposes of AZCA.
B. Associate – a natural person who does not own Azawakh who supports the principles and purposes of AZCA.
C. Institutional – businesses or organizations that support the principles and purposes of AZCA.
D. Honorary – a natural person recognized by the Board for past contributions to AZCA.

SECTION 2 – RIGHTS AND PRIVILEGES

A. There will be no restriction on the number of memberships authorized for any category.
B. Regardless of classification, only Institutional Members, Regular Members and Honorary Members, if and while serving on the Board of Directors, will be eligible to vote as specified herein.
C. Only Regular Members are eligible to hold elective office.
D. No employee of the organization shall be eligible to hold elective office.
E. Members of any classification may be appointed to committees. Only Regular Members may chair committees.
F. Membership in AZCA does not by itself imply responsibility on the part of the member for actions of the organization nor does such membership, in and of itself, give the member standing to bring a cause of action against AZCA, or a director, officer, agent or employee of the organization.
G. The Board of Directors may elect to grant or remove additional benefits to Members in addition to those specified here.
H. No Member of AZCA in good standing is liable for the actions of the corporation.
I. Members have the right to inspect the minutes of the Board and Member Meetings, minutes and records of committee meetings, constitution, bylaws, list of members and accounting books and records. A Member may make this inspection and/or a copy of these documents at their own expense providing they provide a written request to the Secretary at least thirty (30) days in advance citing the records to be inspected and the reason for the inspection. The
J. inspection will be performed at a reasonable time and at a reasonable location specified by AZCA. Only
K. records directly connected to the reason for the inspection may be viewed.
L. Officers and Directors shall avoid situations in which personal interests might be served or financial benefits gained at the expense of the supporters of AZCA, colleagues or the organization.  Any elected or appointed Officer or Director must provide written declaration to the Board of any business or organizational relationship that could be construed as a conflict of interest with their leadership role in AZCA.

SECTION 3 – DUES

A. The Board shall establish the dues structure.
B. Honorary Members shall be exempt from payment of dues, except as required by another class of membership which they may elect to hold.
C. AZCA’s membership year runs from May 1 through April 30 of the following year.

SECTION 4 – MEMBERSHIP APPLICATION AND APPROVAL
Applicants who meet the requirements set forth above shall be entitled to all rights and privileges of membership from the time they pay their dues. For notification purposes, only those people who are Members in good standing sixty (60) days prior to a Meeting or Special Meeting must be notified of same.

SECTION 5 – MEMBERSHIP LIST
A. The Secretary shall maintain an alphabetical list of Members.
B. The list will be available for inspection and copying by other Members at the Member’s expense.
C. The Secretary shall make the Membership list available for inspection at every Meeting and Special Meeting.

SECTION 6 – TERMINATION OF MEMBERSHIP

A. Members have the right to resign their membership at any time by submitting a signed letter to the Secretary.
B. Members whose accounts are in arrears for greater than 60 days become suspended and lose the rights as specified above. If the account is not corrected and the member is in arrears for greater than 90 days, the member is automatically expunged from the membership rolls. The individual may re-apply as a new Member with the start of the membership term commencing at the date at which the account went into arrears.
C. Membership of an individual can be terminated by the Board of Directors for cause after a meeting called for the purpose. The Board must notify the individual whose membership is being reviewed by letter with the date of the meeting and the reason(s) for the review. The notification must be no less than 30 days prior to the meeting. The individual(s) whose membership is being reviewed has the right to address the Board of Directors in person or by written communication. The Board may exclude any or all of its non-voting members and any Regular Members from an executive session when reviewing or evaluating the termination of membership for cause. The decision of the Board must be tendered to the individual in writing along with the reason(s) for the termination of membership. In the event of membership termination, the effective date will be no less than five (5) days after the meeting to review the individual’s membership.

ARTICLE IV – MEETINGS

SECTION 1 – MEETING TYPES

A. The organization must hold an Annual meeting at which all members are invited to attend for the transaction of regular business. The forum of said meeting shall be discretionary (i.e. the process may be by mail, phone and/or electronic as determined by the Board of Directors.)
B. Special meetings of the Members shall be called by the President or if requested in writing by a majority of the Members of the Board of Directors or by fifty (50) percent of the membership by submitting a valid written request to the Secretary or the President for such a meeting. Such request must state the business to be transacted at the requested meeting. Only business specified in advance notices of such meetings shall be transacted.
C. A quorum of at least thirty-five (35) percent of the Board of Directors who are Members in good standing at 60 days prior to the meeting shall be required for the transaction of business.

SECTION 2 – NOTICE OF MEETINGS

The President or his/her designee shall notify members of Annual and Special meetings by written notice no less than thirty (30) days nor more than sixty (60) days in advance by mailing or e-mailing the notice to each Member’s address as it appears in the organization’s membership records. Notice of every meeting shall state the place, day and hour of such meeting, matters to be voted upon by Board of Directors, in the case of a Special Meeting, shall specify the business to be transacted.

SECTION 3 – ORDER OF BUSINESS

The order of business sessions of an Annual Meeting shall be at the discretion of the presiding officer. The President and Treasurer shall report on the activities and financial condition of AZCA at every Annual Meeting. Business may include announcement of election results with identification of new Officers, Directors and Members of the Nominating Committee.

SECTION 4 – RESOLUTIONS

A. Members have the right to have matters placed on the agenda for consideration by the Board of Directors and Membership. Members must submit matters for inclusion on the agenda to the President so they are received no less than thirty (30) days  prior to the Annual Meeting.
B. At an Annual Meeting, a Board Member may offer a complex motion introducing a new item of business only if written copies have been distributed at or before the meeting to each Board Member present or by unanimous consent of non-voting Members present.

SECTION 5 – PARLIAMENTARY AUTHORITY

The rules contained in Roberts Rules of Order Revised shall govern AZCA in those cases to which they are applicable and not inconsistent with provisions of the constitution, bylaws or standing resolutions.

ARTICLE V – BOARD OF DIRECTORS

The affairs of AZCA, Inc. will be under the direction of the Board of Directors.

SECTION 1 – MEMBERSHIP AND TERMS OF OFFICE

A. The 9 (nine) Director positions will consist of 4 (four) positions (Officers), 3 (three) positions (Directors) being appointed by the Officers and 2 (two) positions (Directors-at-Large) nominated by the membership and voted into office by the Officers and Directors.
B. Except as otherwise specified in these Bylaws, the term of office of Directors-at-Large shall be three years each.
C. There will be no specified terms of office for Directors selected or appointed by the Officers.
D. Directors shall take office at the close of the Annual Meeting following their appointment or election and serve (unless they  resign, die, become incapacitated, or are removed) until the close of the Annual meeting at the end of their terms of office or until their successors have been appointed or elected and have assumed their duties.
E. All members of the Board shall be Institutional, Regular or Honorary Members of AZCA.

SECTION 2 – ELECTION/SELECTION OF THE BOARD OF DIRECTORS

A. With the exception of two (2) Directors-at-Large, the Board of Directors of AZCA, Inc., including the Officers, will be self-sustaining.
B. The Officers will re-appoint, select or replace the three (3) Directors by August 1 of each year.
C. Directors-at-Large whose term(s) are expiring may be re-nominated by the membership on or before August 1 of each three year term ending calendar year.
D. The voting process may be by mail, phone and/or electronic as determined by the Officers.
E. Only nominations for the open Director-at-Large position(s) before the August 1 date will be valid. Dates to be determined by postmark or electronic Date/time stamps.

SECTION 3 – POWERS

The Board of Directors shall have general supervision of the affairs of the organization between its business meetings; fix the day, hour and place of those meetings; make recommendations to the organization, adopt the organization’s annual budget; and perform other duties specified in these Bylaws. The Board shall be subject to orders of the organization; none of its acts shall conflict with actions taken at the organization’s business meetings. No Director shall be held personally liable for work done in good faith in accordance with the bylaws and constitution of AZCA. The Board shall be accountable to the membership for maintaining diversity of representation among the elected and appointed leadership of the organization.

SECTION 4 – MEETINGS OF THE BOARD

A. The Board of Directors, for purposes of organization and the transaction of other business, shall meet a minimum of twice a year. One regular meeting will be held during the months of January, February or March and is termed the Midwinter Board meeting.
B. Any additional special meetings of the Board may be called by the President, or by request of a simple majority of the Board’s voting Members to the President and held at a time and place designated in the notice of the meeting. A minimum of ten (10) days is required between notice of a special meeting and the meeting date.
C. A majority of the Members of the Board shall constitute a quorum for the transaction of business.
D. An affirmative vote will consist of a simple majority of Board Members present voting yes or no on an issue except as stated elsewhere in these bylaws.
E. Meetings of the Board shall be open to any Member of the organization, except that advance notice to the membership of such meetings, while desirable, is required only for the two regular meetings listed in this section of the Bylaws and except that executive sessions may be held to discuss matters affecting personal or organizational privacy. The Board may exclude any or all of its Members from an executive session when reviewing or evaluating the performance of an appointed Officer or Board Member.
F. Any or all Directors may participate in a regular or special meeting or conduct the meeting through the use of communication by which all participating Directors may simultaneously hear or see each other or see each other’s words during the meeting. A Director participating in a meeting by this means is deemed to be present in person at the meeting.

SECTION 5 – NOTICE OF REGULAR BOARD MEETINGS

Notice of the place, day, and hour of every regular Board of Director meeting shall be given by the President by first-class mail, telephone or electronic mail to each Board Member thirty (30) days or more before the meeting. The date, time and location of the meeting will also be posted on the organization’s website or broadcast to the membership via any other electronic means. An exception may be a meeting held immediately after an Annual Meeting of Members. Its notification shall be given by the close of a Board of Directors meeting held immediately prior to the Annual Meeting of Members.

SECTION 6 – STANDING RESOLUTIONS

AZCA shall maintain a list of standing resolutions that shall include all decisions of the Board of Directors which have a continuing effect, including but not limited to codes of conduct, protection of name, roster amendments, and official policies including financial policy.

ARTICLE VI – ELECTED OFFICERS

SECTION 1 – OFFICERS, ELECTIONS AND TERMS OF OFFICE

A. Beginning in the calendar year 2014, Elected officers of the organization shall be a President, a Vice-President, Secretary, and Treasurer.
B. The Elected officers from paragraph A, three (3)  Directors selected or appointed by the Officers; and two (2) Directors-at-Large comprise the group that is the VOTING Membership of the AZCA.
C. Elected officers shall take office at the close of the Annual Meeting following their election and serve (unless they resign, die, become incapacitated, or are removed) until the close of the Annual meeting at the end of their terms of office or until their successors have been chosen and have assumed their duties.
D. Except as otherwise specified in these Bylaws, the term of office of the Directors-at-Large shall be three years.
E. The terms of the President, Vice President, Secretary and Treasurer shall be five years renewable at the pleasure of the Board.
F. Elected officers may be removed from office for just cause after due process and by affirmative vote of two-thirds of all the voting members of the Board of Directors.
G. The President, in consultation with the Board, shall appoint other non-voting Directors to the Board as deemed necessary to accomplish the work of the organization.

SECTION 2 – ELECTION/SELECTION OF THE ELECTED OFFICERS

The Members of the Board, not including the Officers, will nominate and vote upon their elected Officers by August 1 ending each five year term.

SECTION 3 – VACANCIES

A. Any vacancy arising in the office of President shall be filled by the Vice-President who shall then serve out the unexpired term as President.
B. Any vacancy arising in any office other than President shall be filled from among the Members of the Board.
C. Any vacancy arising in one of the 2 (two) elected Director-at-Large positions will be filled by appointment by the Board until the next regularly scheduled election of Directors-at-Large.
D. Any vacancy arising in one of the three Director positions selected/appointed by the Officers will be filled by appointment by the Officers.

SECTION 4 – DESCRIPTION OF DUTIES

A. The President, as the executive officer of AZCA, shall preside at official meetings of AZCA, and at meetings of the Board of Directors and the Executive Committee, and in conjunction with the Executive Committee, administer the day-to-day affairs of the organization. The President serves as Chairman of the Board of Directors and shall not vote except to break a tie. The President will also name the members of committees except as detailed elsewhere within these bylaws.
B. The Vice-President shall assume and perform the duties of the President in the absence or disability of the  President, and assume the office of President in the event of the resignation, removal or death of the President, according to aforementioned terms. The Vice-President shall chair the Nominations Committee.
C. The Secretary, as the corresponding and recording officer of AZCA, shall be responsible for the registry, the preparation and maintenance of minutes, reports and other documents as required by statute, bylaws, and/or the Board of Directors and the Executive Committee.
D. The Treasurer shall serve as custodian of all AZCA funds, and be responsible for the preparation and maintenance, and filing of the financial records, tax forms and reports of the organization as required by statute, bylaws and the Board of Directors and Executive Committee.

SECTION 5 – PROTECTION

No elected or appointed officer of AZCA shall be held personally liable for work done in good faith in accordance with the bylaws and constitution of AZCA.

ARTICLE VII – APPOINTED OFFICERS

SECTION 1 – APPOINTMENT AND TERM OF OFFICE

The President, in consultation with the Board, shall appoint other Officers to serve at the pleasure of the Board. The
President will assign their duties upon appointment.

SECTION 2 – DUTIES

A. The Secretary shall be responsible for conducting the administrative affairs of the organization, acting under the direction of the Board of Directors and in accordance with its official policies. This shall include responsibility for maintaining the organization’s registry. The Secretary is also responsible for the filing of corporate records except for those financial reports and tax forms developed by the Treasurer. The Secretary serves on the Board with full voting rights.
B. The Aidi n’Tafuk Coordinator shall have final authority over the content and format of that publication within the limits of the budget and the purposes of AZCA. In exercising this authority, the Aidi n’Tafuk Coordinator(s) shall consult with the Board of Directors and any committee or holder of any position established by the Board to advise on Aidi n’Tafuk matters. The Aidi n’Tafuk Coordinator serves without voting rights.
C. The Secretary shall organize and maintain the official history of AZCA. The Secretary shall serve as the archivist for AZCA, Inc and shall serve, as aforementioned, with full voting rights.

ARTICLE VIII – NOMINATIONS AND ELECTIONS OF MEMBERS-AT-LARGE

SECTION 1 – PURPOSE, STRUCTURE, MEMBERSHIP AND TERMS OF OFFICE OF THE NOMINATING COMMITTEE

A. The Board of Directors shall elect three (3) Regular Members to the Nominating Committee on Aug. 1 of the end of the three (3) year term. The Vice-President for the year of the committee’s election shall serve as ex-officio, non-voting chairman of the Nominating Committee.  Members of the current Board of Directors may not serve as voting members of the Nominating Committee.
B. All Nominating Committee Members shall serve for a term beginning immediately upon their selection and ending when 2 (two) Members-at-Large have been elected by the Officers and the Board Members to the Board of Directors.
C. The Nominating Committee shall present a slate of nominees that maintains a diversity of membership on the Board of Directors consistent with the stated principles of AZCA.
D. The Board of Directors shall present to the Chair of the Nominating Committee the names of at least three (3) candidates each for the Nominating Committee no later than the midwinter meeting of the Board. The Nominating Committee may obtain additional names to put on the ballot.
E. Vacancies on the Nominating Committee shall be filled by the Board of Directors.
F. No one shall serve on the Nominating Committee as a voting member for more than two years in succession.

SECTION 2 – NOMINATION OF DIRECTORS

A. The Nominating Committee shall meet at least once following election. Meetings may be held electronically.
B. The Nominating Committee shall prepare a slate of nominees for each Director-at-Large position whose term expires that year. The slate shall be accompanied by a biographical statement about each candidate. For  Directors-at-Large, a statement prepared by the candidate describing his or her aims as a Director of the organization will be included.
C. Candidates for Directors-at-Large may also be nominated by petitions signed by not fewer than fifteen (15) Regular Members. These candidates shall be included on the next ballot, provided the petitions are accompanied by the items required by these Bylaws, and presented to the Chair of the Nominating Committee not later than the Midwinter meeting of the Board of Directors.
D. The Nominating Committee shall submit a copy of its report and a ballot which includes all the candidates and accompaniments required by these Bylaws to the Board of Directors at Midwinter Board meeting.

SECTION 3 – ELECTIONS COMMITTEE

A. An Elections Committee of 7 (seven) persons shall consist of the four (4) officers and the three (3) Directors of the AZCA. In the absence of one or more of these individuals, the President shall appoint substitutes from among the Regular Members. This committee shall conduct all elections regarding the Members-at-Large of the organization.
B. Duties include, but are not limited to, distribution of ballots to the Members eligible to vote, safeguarding and providing for counting the votes; arranging for the announcement of results; and notifying all candidates.

SECTION 4 – DETERMINING MEMBERS ENTITLED TO NOTICE AND VOTE

A. Regular and Honorary Members whose memberships are not in arrears by June 1 of each calendar year are entitled to notice of annual meetings and are eligible to nominate Directors-at-Large to represent the membership.
B. Regular and Honorary Members whose memberships are not in arrears by 60 days prior to the start of the annual meeting are eligible to nominate Members-at-Large at that meeting.
C. The Secretary shall prepare an alphabetical list of the names of the Members who are entitled to notice of a meeting. This list must show the address (after receiving written permission by said Members) and the number of candidates each member is entitled to nominate at the meeting.
D. The Secretary shall also prepare a list of Members, if any, who are entitled to nominate at the meeting but not entitled to notice. This list will be prepared on the same basis and be part of the list of Members.
E. The list of Members must be available for inspection by any Member for the purpose of communication with other Members concerning the meeting, beginning two business days after notice is given for which the list was prepared and continuing during the meeting at AZCA’s business office or at a reasonable place identified in the meeting notice in the city where the meeting will be held. A member, a member’s agent, or an attorney is entitled on written demand to inspect and copy the list at a reasonable time and at the Member’s expense during the period it is available for inspection.
F. AZCA shall make the list of Members available at the meeting, and any Member, a Member’s agent, or attorney is entitled to inspect the list at any time during the meeting or any adjournment.
G. A quorum for nomination is thirty (30) per cent of the number entitled to nominate on a matter.  A quorum at a meeting of those Members who are voting Members of the AZCA is a simple majority.

SECTION 5 – ELECTIONS

A. Ballots, accompanied by the required biographical data and statements of aims, shall be distributed to the Officers and BoaMembers by the Secretary either by first class mail and/or electronically as determined by the Elections Committee no fewer than 30 days prior to August 1 ending a three year term. Ballots shall be received as determined by the Board by the date previously announced for counting ballots, which shall be at least 3 weeks after the ballots are mailed/emailed.  Ballots with postmarks or date/time stamps as applicable after the date announced for counting shall be destroyed without opening. Ballots for Members outside the continental United States and Canada shall be airmailed or electronically distributed as the Elections Committee determines.
B. Only Institutional, Regular or Honorary Members who are Officers or Board Members of the Board of Directors may vote. Each Member may cast only one vote even if they hold both an Honorary and a Regular Membership.
C. Candidates for the positions of Director-at-Large receiving the highest number of votes for the number of vacant positions shall be declared elected. If a tie occurs, selections from among the tied candidates shall be by lot.
D. In the event that insufficient ballots were received to constitute a quorum, the Regular and Honorary Member(s) thereby designate the Vice President as a proxy to cast their vote for only those numbers of ballots required to constitute a quorum. The needed votes would be distributed in proportion to those votes already cast and counted.  No other proxy voting is allowed under these bylaws.

ARTICLE IX – COMMITTEES

SECTION 1 – COMPOSITION

A. The President, with the approval of the Board, shall appoint committees and representatives to assist with the execution of the organization’s business. The President has the discretion to name and terminate these committees and define their objectives.
B. A list of all the organization’s committees, together with their members, chairpersons and Board of Directors’ liaison, if any, shall be published at least annually to the membership.
C. Except for the Nominating Committee and the Elections Committee, the President shall designate the chairs of all standing and ad hoc committees.

SECTION 2 – DUTIES

A. The work of all committees and representatives shall be under the charge of the Board of Directors. No committee or representative may commit the organization to a policy, contract or action without prior approval of the Board of Directors or the President on behalf of the Board.
B. Each committee and representative shall present an annual report to the organization. The President or Board may specify additional reports and their due dates.

SECTION 3 – EXECUTIVE COMMITTEE

The President shall appoint an Executive Committee from among the Board of Directors including but not limited to the Officers to assist, as directed by the Board, in management of the organization’s business. The Board of Directors may otherwise recommend the size and composition of the Executive Committee.

ARTICLE X – RELATIONSHIPS

SECTION 1 – ENCOURAGEMENT OF GROUPS WITH SIMILAR INTERESTS

AZCA recognizes that Members may form groups based on geography or mutual interests for the purposes of education and research of the Azawakh. While AZCA encourages the formation of such groups in support of the purpose and goals of AZCA, it does not delineate formal recognition procedures, requirements or include those groups in the governance of AZCA. No legal relationship between AZCA and any group shall be inferred, nor shall AZCA or any of its officials be held liable for any actions of some such group, its officials or participants. Neither shall group nor any of its officials or participants have any liability for the actions of AZCA nor of any other group.

SECTION 2 – REGIONAL CONTACTS

AZCA may elect to establish representatives throughout a regional area for the purpose of greeting and introducing new and prospective Members. Specific qualifications and policies will be established by the Board.
SECTION 3 – INTERAGENCY CONTACTS

AZCA may elect to establish representatives between and to other national and international organizations to foster cooperation and exchange of information consistent with the purpose of AZCA. Representatives of these groups may be invited to sit in Board and Members Meetings.

ARTICLE XI – ADDITIONS TO FOUNDATION STOCK

As delineated in these Bylaws, AZCA, Inc. shall maintain a registry of dogs acceptable to AZCA.

ARTICLE XII – POLICIES

SECTION 1 – OFFICIAL POLICY

The policies and positions of AZCA shall be those prescribed by the constitution, bylaws, and resolutions of the Board of Directors. No Officer, Director, agent, employee, or any other person shall have the authority to formulate AZCA policy. AZCA shall not be responsible for unauthorized statements made by any person, regardless of the office or position which may be held within AZCA.

SECTION 2 – REPORTS

AZCA will prepare an annual financial statement including a balance sheet and income statement. The corporation shall mail the financial statement to each requesting Member within one (1) month after receipt of the request.

The Treasurer will make copies available at the Annual Meeting.

SECTION 3 – PUBLICATIONS

In addition to the Aidi n’ Tafuk and sequels, AZCA may publish, in print, online or otherwise, material
in harmony with the purpose of AZCA. Without approval of the Board of Directors and the inclusion of any necessary disclaimers, AZCA will not publish or allow to be published as of official nature material which is contrary to or apart from matters of substance in whatever sequel of Aidi n’ Tafuk is current at time of such publication. The purpose of this provision is not to prevent publication of other material but to insure that such publication is established as private in nature and not considered to be an official act of AZCA.  AZCA will make an effort to offer correct and complete information in its publications. While substantial efforts will be made to prevent errors and omissions, it is recognized that they may occur as a function of the publication printing process.

SECTION 4 – PROTECTION OF NAME

It will be a responsibility of the President and the Board of Directors of AZCA to prevent inappropriate use of the name “AZCA,” symbols associated with AZCA, and concepts identified in the public mind with AZCA.  Publications generated by AZCA are protected by copyright.

SECTION 5 – CORPORATE RECORDS

In addition to its principal office, AZCA may have such other offices as the Board of Directors may from time to time designate, and as the business of the corporation may require.

SECTION 6 – DISSOLUTION

A vote for the dissolution of AZCA will follow the procedures in Article XII for amendments, with passage requiring a three-fourths affirmative vote of all of the Board of Directors and three-quarters affirmative vote of the ballots returned from Regular Members. In the case of dissolution and after payment of all creditors, the remaining assets of the corporation will be sold or distributed or will be distributed to such institutions, organizations or agencies as specified by the constitution. Any single individual or group of individuals shall be expressly prohibited from receiving the remaining assets of the organization.

ARTICLE XIII – AMENDMENT OF THE CONSTITUTION OR BYLAWS

SECTION 1 – NOTIFICATION

A. The Constitution or Bylaws may be amended or rescinded by two-thirds vote of the Board of Directors present and voting yes or no (rounded up).

ARTICLE XIV – APPROVAL AND EFFECTIVE DATE

A. These bylaws replace all previous bylaws, rules and regulations. This constitution and bylaws and any future amendments thereto shall become effective on January 1 of the year following their acceptance. The Board of Directors is responsible for the development and publication of a transition plan to the governmental structure described herein. At that time, debts, assets, and obligations for which AZCA has been responsible under previous bylaws are acknowledged as subject to responsibility under these present bylaws as though there had been no change.
B. The President will ensure these bylaws shall be reviewed and modified or re-adopted as necessary on a periodic basis no greater than every 5 years from date of approval to ensure consistency with the organization’s goals and operating structure. This Constitution and Bylaws and any future amendments thereto shall become effective on January 1 of the year following their acceptance by mail ballot.