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The following is taken from the NAAC Bylaws:


Article IV 
Constituent Organizations
A.  Members who are BREEDERS may form an organization, adopt bylaws that are consistent with NAAC bylaws, be represented on the NAAC Board of directors by the Breeders Advisory Chairman. 

The National Alsatian Breeder's Association 
Bylaws

 
Article I   Name/Location

The name of this organization shall be the National Alsatian Breeders Association, hereinafter referred to as the Association.  The principal office of this Association shall be located in the city of: White City, County of Jackson, and State of Oregon. This Association may have such other offices, either within or without the state of Oregon, at such other places as the board may from time to time designate or as the business of this organization may require.

Article II   Purpose

The purpose of this Association, as fully stated in the articles of incorporation, are exclusively:  educational, charitable, and scientific. They are specifically:

     A. To study, teach, judge, promote and disseminate principles and information on the subject and art of breeding, showing and educating its members and the public concerning the breed of companion dog known as the American Alsatian.

     B.  To improve and develop the skills of individuals in the care, raising and breeding of American Alsatians.

     C.  To collect, preserve and exhibit in a museum and library, for the benefit of the general public, the history of the breed where it concerns breeding.

     D.  To encourage and foster the study, training and appreciation of the breed in all its aspects within this field and the art of breeding.

     E.  To facilitate cooperation among other individuals and organizations interested in advancing the art of breeding canines.

 

Article III Membership

Section 1. Breeder member   

All members by joining the Breeders Asociation agree to abide by these bylaws, the corporate charter and all rules of the Association.

Section 2.  Qualifications for membership

 

A.    A breeder member shall be an individual engaged in breeding and furthering the art of breeding. The breeder member must first be a member of a local club and state organization or be a National member. The breeder advisory board, elected at each annual Alsatian Shepalute gathering, shall implement a method of evaluation for the status of NAAC breeders, and may assess additional dues or fees, to be paid directly to the national organization. 

B.  It shall be a membership requirement of all members of a Breeders Organization under the NAAC that each must:

     1. Purchase a Breeders Manual and pass the NAAC Breeders test.
     2. Be approved by the NAAC board and by the BREEDERS BOARD.
      3.  Pass a background check.

Section 4.   Dues

A.  Dues shall be set by the board.

B.  Dues shall be payable upon acceptance to membership, thereafter, annually by May 31 each year, in a time and manner set forth in the bylaws of the Association and NAAC state organization.

C. Dues shall be 100.00 a year if you wish to participate in the Breeder's Association.

Section 5. Disciplinary Action

A.  If the conduct of any member shall, in the opinion of the board, appear to be injurious to this Association or its purposes, the board may by a two-thirds vote expel such member. The vote of this disciplinary action may be made by certified mail, fax or e-mail to the NAABA chairman of the board.

B.  At least sixty days prior to taking action a written copy of the complaint must be provided to the board, and to the member, local club, or state organization, and a reasonable opportunity given for the entity in question to be heard, not to exceed 60 days.

C.  An entity so expelled must discontinue all usage of the “American Alsatian” name including Alsatian; Shepalute; NAAC; NAABA and all other forms of trademarks or possessions of the founder.

 

Article  IV NAABA BOARD OF DIRECTORS

Section 1.  Members of the board of Directors

A.  The Board of directors shall consist of the following:

            1.  The Founder

2.  Board Chairman,

3.  Secretary,

4.  Treasurer, and

5.  Breed Master

B.  The Founder is and always shall be Lois Schwarz who shall be the legal owner of the Breed until she passes ownership down to one of her successors.

C.  The Board Chairman shall be elected by the board from among its current or past members for a renewable two-year term.

D.  The Secretary shall be elected by the board from among its current or past members for a renewable two-year term.

E.  The Treasurer shall be elected by the board for a renewable two-year term.

F.  The Breed Master shall be employed by the board, and 

1. shall serve at the pleasure of the board with the term to be reviewed every two years.  

2. shall preside over all Breed Wardens.


Section 2. Breed Wardens

A. There shall be one Breed Warden per state at large, totaling fifty, under the review of the breed master.

Section 3.  Duties of Officers of the Board

  1. The Founder shall:
    1. Veto any votes or decisions by the board.
    2. Veto any decisions by any committees.
    3. Disseminate any charter held under this organization.
    4. Be an ex-officio member of all committees.
  2. The Board Chairman shall:
    1. Preside at and have final approval of the dates and times of all board meetings and the corporate annual meeting held during the annual show and get together.
    2. Preside over the board meeting until the completion of the new board election.
    3. Generally oversee all board activities.
    4. Be an ex-officio member of all committees except the nominating committee.

C..  The Secretary shall:

            a.   keep minutes of all Board meetings and the Corporate Annual meeting or see that all records are in a safe place and can not be altered or lost.

b.   Notifies all board members of each board meeting.

c.   Sends a copy of the minutes to each member of the board within sixty days following the meeting or if over the internet, E-mails each member of the board that the minutes have been posted and give a link to the post.

d.   Is in general charge of the records of the organization except the financial records.

D.  The Treasurer shall perform the duties specified in article XI.

E.   The Breed Master shall:

a.  under the direction of the board, supervises all breed wardens.

Section 4.  Breeder's Show Committee

A.    The breeder's show committee will consist of:

 

Section 5: Breeder Promotions and Publicity Committee

Section 6.  Nominations

A.  Nominating committee

1.  There shall be a nominating committee consisting of three members.

2.  A member of the nominating committee shall be ineligible to hold an office within the breeder's association while on this committee.

3.  No member may serve more than two consecutive terms on the nominating committee.

4.  No member may serve on the committee who has not been a member of a local club at least four years on June 1st of the election year.

5.  A vacancy in the nominating committee shall be filled by the board.

6.  The committee’s nominations shall be published in the “American Alsatian Newsletter” no later than the March/April issue. This information shall have been received in headquarters no later than January 1st.

Section 7.  Elections

  1. Persons who have been a breeder member for at least two years may be elected.
  2. Board members, except past presidents, may not hold more than one board position during any current term of office.
  3. The election shall be by ballot unless there is only one candidate for a position, in which case the election may be by voice vote.
  4. Votes may be cast only for members.

Section 8.   Vacancies

A.  A vacancy in any office serving a term of two years, shall be filled by the board for the remainder of the term.

B.   A vacancy in a directorship serving a term of six years shall be filled by the board until the next Annual Convention/Show at which time a successor shall be elected to fill the remaining portion of the term.

C.   A vacancy in the office of Breeders convention/show president shall be filled by the Breeders convention/show vice-president.

D.   The executive committee may make nominations to fill vacancies.

 

Article VI  Area

Section 1.   Geographical Division

A.  The Breeders organization shall be divided by states, each with a Breed Warden.

Section 2. Duties of Breed Warden (Per the NAAC ByLaws)

  1. Each Breed Warden shall:
    1. Coordinate area services
    2. Assist state organizations and local clubs in identifying and meeting their needs.
    3. Visit all local area clubs and present her/himself.
    4. Assist all groups in assuring equality
    5. Act as liaison with the board.
    6. Co-ordinate state organizations, the NAAC headquarters, the annual convention/show and publication of the “AmericanAlsatian Newsletter” magazine.

Article VII   NAAC Meeting, Convention/show Officials

 

Section 1.   Annual Convention/show

  1. The annual convention/show shall be held between May 15 and October 15 of each year at a date and place to be approved by the NAAC board. (not the Breeders Board)
  2. Scheduled dates cannot include memorial day, 4th of July, labor day, or the three days preceding and /or following those holidays.
  3. Notice of the annual convention/show shall be published in the official magazine not less than ninety days before the meeting.
  4. Elections shall be held every 2- 6 years
  5. All elections shall fall on the even dated years.

Section 2.    Breeders Special General Membership Meetings

A.    A special general membership meeting of the organization may be called by the board at anytime, or shall be called upon the written request of one-third of the state organizations.

B.     Delegate appointment shall be the same as for Annual Convention/Shows.

C.    Notice of the time, place, and purpose of a Special General Membership Meeting shall be published in the “American Alsatian Newsletter” at least 60 days before the meeting.

Section 4.   NASC Convention/show Officials

A.     The following shall be Annual convention/show officials:

a.       NASC convention/show president,

b.      NASC convention/show president-elect,

c.       NASC convention/show vice-president,

d.      NASC convention/show secretary and

e.       NASC convention/show treasurer.

Section 5.  Duties of the NASC Convention/show Officials

A.     The NASC convention/show president shall oversee the planning of the annual convention/show, shall appoint convention/show committees, shall serve as chairman of the convention/show committees, shall be ex-official member of all other convention/show committees, and shall preside over the convention/show activities. Any and all corporate NASC business portions of the corporate annual meeting of the annual convention/show shall be presided over by the NASC chairman of the board, or in the chairman’s absence, by the NASC director.

B.     The NASC convention/show president-elect shall

a.       Perform such duties as may be assigned by the board.

b.      prepare a NASC contract and/or letter of intent for the next NASC annual convention/show, no later than march 1st of the convention/show year, to be approved by the NASC chairman of the board, NASC corporate treasurer, NASC Judges director and the nasc Trainer/teacher director. This contract and/or letter of intent must be distributed to all judges and trainer/teachers at the current NASC annual convention/show following a two-year term as convention/show president-elect; they shall succeed to the office of convention/show president.

C.     The NASC convention/show vice-president shall preside at and serve in the absence of the convention/show president. The convention/show president may assign additional duties to the convention/show vice-president.

D.     The convention/show secretary shall

a.       Provide notices of all meetings to be held during the annual convention/show. Such notice shall be provided to the editor of the Alsatian Shepalute News Letter in time to be published 60 days prior to such meetings.

b.      Shall assist the corporate secretary in taking minutes at the annual convention/show general meeting.

E.      The convention/show treasurer shall perform the duties specified in article XI, section 2.

F.      The NASC Judges director shall be ring chairman for the NASC annual convention/show and shall work with the Judge Chairman that the convention/show president has appointed.

Section 7.    Annual Convention/show Delegations (voting body)

  1. The voting body for a corporate annual meeting or a general membership meeting shall be:
    1. The founder of the club,
    2. Members of the board,
    3. Area council members,
    4. And all state organization presidents.

B.  Delegates from each state as follow:

a.   100 or less members, one delegate

b.   101-200 members, two delegates

c.   201-300 members, three delegates

d.   301-400 members, four delegates

e.    over 400 members, five delegates

C.  Each delegate is entitled to one alternate

D.  No delegate except the founder shall have more than one vote, and no proxies shall be allowed.

Section 8.    Quorum

  1. Twenty-five percent of the registered delegates shall constitute a quorum for the corporate annual meeting held at the convention/show.

Article VIII   Board of directors

 

Section 1.   Composition

  1. The corporate board of directors, shall consist of

a.       The founder

b.      The board chairman,

c.       Corporate secretary,

d.      Corporate treasurer,

e.       NASC convention/show president,

f.       Convention/show president-elect,

g.      Convention/show vice-president,

h.      Convention/show secretary,

i.        Convention/show treasurer,

j.        Area directors,

k.      Directors-at-large,

l.        International directors,

m.    Judges director,

n.      Trainer/teacher director,

o.      All standing committee chairmen,

p.      And active past presidents.

 

 

  1. The executive director shall be a non-voting member of the board, unless the context otherwise requires,
  2. The term “board’s" used in these bylaws shall mean the “corporate board of directors”.
  3. In order to maintain the status of active past president, a past president must

a.       Attend meetings of the board.

b.      A past president who failed to attend two consecutive meetings of the board, without a valid excuse accepted by the board shall be reclassified as an honorary board member.

c.       Honorary board members are not members of the board have no vote at meetings of the board and are not counted in the quorum required for meetings of the board.

  1. All of the above officers, with the exception of the nominating committee chairman, must have been a member of a local club for at least two years on June 1st of the year of the election.

 

Section 2.   Board Duties

The board:

A.    Shall have all power and authority over the affairs of the organization between its corporate annual meetings, except that of modifying any action taken by the corporate annual meting and the Founder.

B.     May adopt standing rules for the organization consistent with these bylaws.

C.     Shall make recommendations to the organization.

D.    Shall perform other such duties as are specified in these bylaws.

Section 3.  Board Meetings

  1. The board shall meet at least once annually on the call of the chairman of the board. The board shall meet both prior to and following the corporate annual meeting.
  2. Notice of the annual board meeting shall be mailed by the corporate secretary at least thirty days prior to a meeting.
  3. Special meetings may be called by the chairman of the board and shall be called on the written request of a majority of the members of the board.
  4. A meeting of the board may be held at any time that a quorum is present without notice having been sent. All members not present shall be informed by the corporate secretary of action taken.

Section 4.  Board action in lieu of meetings

  1. The board chairman is authorized to conduct votes of the board by mail, telephone, fax or e-mail. This authorization may be assigned by the board chairman to the executive director. The corporate secretary shall keep records of the votes and shall mail the results to the board members. A two thirds vote of the board members shall be necessary to adopt a motion by mail, telephone, fax or e-mail.

Section 5.  Board quorum

a.       Twelve members shall constitute a quorum for the board.

Article IX Executive Committee

Section 1. Composition

  1. The Executive committee shall consist of the Founder, chairman of the board, corporate secretary, corporate treasurer, nasc convention/show president, convention/show president-elect, Trainer/teacher director and Judge director. The corporate secretary shall act as secretary for the executive committee. The executive director shall be a non-voting member of the executive committee.

 

Section 2.  Duties and power

  1. The board may authorize the executive committee to perform between board meeting and a report shall be mailed to each board member within ten days of such performance.

 

Section 3. Meeting

  1. The executive committee shall meet at the call of the Founder, chairman of the board, or upon the written request of any four of its members.

 

Article X Committees

Section 1.  Standing committees

  1. Standing committees of the organization shall be demonstration, finance, museum promotion, museum exhibit, publication and nominating.

 

Section 2.  Appointment of committees

  1. Standing committee chairmen shall be elected by the board.
  2. Only persons who have been members of a local club for at least two years, (nominating committee chairman, 4 years-article V, Section 5 A.4.) shall be eligible to serve as chairman of a standing committee.
  3. Unless otherwise provided, the chairman of the board shall appoint the members of all committees with the approval of the executive committee and the board.
  4. The executive committee shall fill vacancies in committee chairmen with the approval of the board.
  5. The founder and the chairman of the board shall be an ex-officio member of all committees except the nominating committee.

 

Section 3. Finance committee

  1. The finance committee composed of the corporate treasurer as chairman and four additional members shall annually propose and review a budget for the organization to the board for approval. Review a budget for the organization to the board for approval.
  2. The committee shall review the organization financial records.
  3. The committee shall make financial policy recommendations.
  4. The executive director, convention/show president, convention/show president-elect, breeder director,  trainer/teacher director and judge director shall propose budgets for board approval for the corporation and the convention/show, respectively. These budgets shall be presented to the finance committee at least sixty days prior to the annual convention/show.

 

Section 4.  Museum promotion

  1. the museum promotion committee, composed of a chairman and one member from each area council shall:

a.       Promote public interest in and support for the museum, library and world headquarters.

b.      Collect and preserve information regarding significant persons and events in NASC life and history.

c.       Recommend plans for improvement of headquarters property and contents.

 

Section 5.  Museum exhibit

A. The museum exhibit committee, composed of a chairman and one member from each area council, shall coordinate state exhibits at the NASC museum.

 

Section 6.  Publication committee

A.  The publication committee, composed of a chairman and one member from each area council shall:

              a. present international, state and local programs and activities through news media.

              b. Submit news, articles and photographs from their respective areas for publication The Alsatian Shepalute News Letter.

 

Section 7.  Demonstration committee

  1. The demonstration committee, composed of a chairman and one member from each area council, shall submit names of breeders and teacher/trainers to the world show demonstration chairman.

 

Section 8.  Nominating committee

  1. The Nominating committee, composed of a chairman and one member from each area council shall nominate one candidate for each elected position to be filled at the next annual convention/show, as specified in article V.

 

Section 9. Special committees

  1. A special committee may be authorized as deemed necessary by the board.

 

Article XI Fiscal Policies

 

Section 1.  Corporate Treasurer

  1. The corporate Treasurer:

a.       Shall have charge of all funds, securities, and financial records of the organization subject to corporate fiscal policies in this article.

b.      Shall deposit the same in such federally insured banks or depositories, as the board shall designate.

c.       Shall be at the expense of the organization, bonded in a sum to be determined by the board based upon the amount of funds to be handled.

d.      Shall provide a financial report at each board meeting and at such other times as the board chairman or the board shall require.

e.       Shall provide members of the finance committee and the executive committee with copies of all financial reports.

f.       Shall provide an annual financial report to the board.

g.      Shall serve as finance committee chairman.

h.      Shall be ex-officio member, without vote on all other committees authorized to disburse funds.

 

Section 2.  NASC convention/show treasurer

  1. the NASC convention/show treasurer shall perform duties specified in this article, and

a.       Shall have charge of all financial receipts of the annual convention/show.

b.      May be, at the expense of the organization, bonded in a sum to be determined by the board based upon the amount of funds to be handled.

c.       Shall deposit the convention/show funds in a separate convention/show account in a federally insured bank or depository, which the executive director and corporate treasurer shall approve.

 

Section 3.  Disbursement

  1. Funds shall be disbursed as authorized by the board or within the limits of the budget adopted by the board. Disbursements shall be made only by check and only in accordance with provisions of these bylaws.

 

Section 4.  General operational disbursements

  1. Disbursements shall be by check, signed by any two of the following persons:

a.       Executive director

b.      Chairman of the board

c.       Corporate treasurer

  1. If only one of the above signatures is available, the second signature may be that of a designated staff or board member. The board may designate no more than two such staff or board members.
  2. Designations of staff or board members to sign checks shall be in writing, signed by all concurring board members, with fax or email being permitted.

 

Section 5.  Convention/show disbursements

  1. All contracts with NASC and any convention/show contractor whose services equal or exceed $1, 000.00 per contract are required to be authorized by the executive committee. They shall be forwarded to the executive committee for authorization and approval according to the procedure in section 4 of this article.
  2. The amount of $3,000.00 shall be advanced to the convention/show president or convention/show treasurer for routine operational expenses.

a.       These advanced funds shall be repaid to NASC headquarters not later than sixty days following the completion of the convention/show.

b.      The executive director shall ensure that all convention/show records agree with those kept at NASC headquarters.

  1. The executive director and chairman of the board shall be included on the authorized signature card of all convention/show bank accounts. Check signing procedures shall be in accordance with section 4 of these articles. Separate convention/show accounts shall be in federally insured banks or depositories that shall be approved by the Executive committee.
  2. NASC headquarters shall be the primary address on all bank accounts.

a.       The executive director shall promptly forward copies of all bank statements to the convention/show treasurer for reconciliation.

b.      The executive director shall ensue that all convention/show records agree with those kept at NASC headquarters.

  1. The executive director shall include a report of convention treasury records with those of the monthly organization treasury reports.
  2. All convention/show expenses incurred must fall within the convention/show budget as approved by the board of directors and all convention/show funds shall be considered corporate funds.

 

Section 6.  Breeder, Teacher/trainer, Judgeship institute disbursements

  1. All contracts with NASC Breeder, trainer/teacher Judgeship and any contractors whose services equal or exceed $1,000.00 per contract are required to be authorized by the executive committee. They shall be forwarded to the executive committee for authorization and approval according to the procedure in section 4 of this article.
  2. The amount of $1,000.00 shall be advanced to the trainer/teacher director or trainer/teacher  treasurer (to be elected at each annual show/convention) for routine operational expenses.
  3. These advanced funds shall be repaid to NASC headquarters not later than sixty days following the completion of the show/convention.
  4. The executive director and chairman of the board shall be included on the authorized signature card of all NASC trainer/teacher/ bank accounts.

a.       Check signing procedures shall be in accordance with section 4 of this article.

b.      Separate accounts shall be in federally insured banks or depositories, which shall be approved by the executive committee.

  1. NASC headquarters shall be the primary address on all bank accounts.

a.       The executive director shall promptly forward copies of all bank statements to the NASC trainer/teacher treasurer for reconciliation.

b.      The executive director shall ensure that all records of the trainer/teacher organization agree with those kept at NASC headquarter.

  1. The executive director shall include a report of trainer/teacher organization treasury records with those of the monthly organization treasury reports.
  2. The NASC trainer/teacher organization expenses incurred must fall within their budget in accordance with article X. section 2 as approved by board of directors and all NASC trainer/teacher funds shall be considered corporate funds.
  3. NASC trainer/teacher treasurer may be at the expense of the organization bonded in a sum to be determined by the board based on the amount of funds to be handled.

 

Section 7.  Audits

  1. The financial records of the organization shall be audited annually and at other times as requested by the board, by an independent certified public accountant. All audit reports shall be submitted to the board for approval.

 

Section 8.  Fiscal year

  1. The fiscal year of this organization shall be designated by resolution of the board prior to the period of time in which such designation must be made under existing provisions of the United States internal revenue code and any regulations relating thereto. Not withstanding the provisions of article XIV, section 2 of these bylaws, this section shall be deemed automatically amended, by any resolution of the board designating the fiscal year of the organization.

Article XII Dissolution

 

Section 1.

  1. As fully provided in the articles of incorporation, should the organization be dissolved, its assets shall be distributed for perpetuation of the purposes of this organization through some other organization, provided that non of its assets shall at any time be distributed to any organization which are not charitable or educational within the meaning of section 501c 3 of the internal revenue code of 1986, as amended or a successor section as then applicable. In the event of the dissolution of state and local clubs, all remaining assets shall be retained by this organization. At no time and in no event may the funds or assets of the corporation inure incidentally or other wise to the benefit of any private individual or its individual members, with the exception of reasonable payment for services rendered, nor be used for the purpose of carrying on propaganda or otherwise attempting to influence legislation.

 

Article XIII  Parliamentary Authority

 

Section 1.

  1. The rules contained in current edition of Roberts rules of order newly revised shall govern the organization in all cases to which they are applicable and in which they are not inconsistent with these bylaws or any special rules of order the organization may adopt.

 

Article XIV  Amendments of bylaws

 

Section 1.

  1. Article I and article II of these bylaws may be amended only upon amendment of the articles of incorporation.

 

Section 2.

  1. These bylaws may be amended at any corporate annual meeting.

a.       By a two-thirds vote provided that:

                                                              i.      Notice of the amendment has been submitted in the notice of the corporate annual meeting.

                                                            ii.      The amendment shall have been proposed by the board or by any five state organizations that have furnished the convention/show president and the corporation secretary with written copies of the proposed amendment at least one hundred and twenty days prior to the meeting.

b.      By a four-fifth vote without notice having been given.

 

Article XV Notices

 

Section 1.  Form and manner of notice

  1. Whenever the provisions of the articles of incorporation or these bylaws or the laws of the state of Oregon require notice to be given to any director, officer or member, such provision shall not be construed to require personal notice unless expressly so stated.. Such required notice shall be deemed sufficient if given in writing when received, refused, or as of the first attempted delivery if unclaimed, when mailed with the united states postal service in a sealed wrapper, certified or registered mail, postage prepaid, addressed to such director, officer, member or other person entitled thereto, at his or her address as listed in the books of this organization unless otherwise provided by these bylaws. The date of the signing of such notice shall be deemed to be the date upon which such notice is received, as set forth above.

 

Section 2 waiver of notice

  1. Unless other wise provided by law, whenever any notice is required to be given to any director, officer or member of this organization under the provisions of the bylaws or under the provisions of the articles of incorporation or under any applicable law, a waiver of such notice in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such by the person or persons entitled to such notice, whenever before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

 

Article XVI indemnification and insurance

 

Section 1.  Indemnification

  1. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “preceding”), by reason of the fact that he or she or a person of whom he or she is the legal representative is or was a director or officer of this organization or is or was serving at the request of this organization as a director, officer, employee or agent of another organization or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by this organization to the fullest extent authorized by the Oregon general corporation act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits this organization to provide broader indemnification rights than said law permitted this organization to provide prior to such amendment) (hereinafter the act) against all expense, liability and loss (including attorneys fees, judgments, fines,  excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, legal and personal representatives, provided, however, that, except as provided in section 2 of this article XVI, this organization shall indemnify any such person seeking indemnification in connection with a preceding (or part thereof) initiated by such person only if such indemnification in connection with a proceeding (or part thereof) was authorized by the board of this organization. The right to indemnification conferred hereby shall be a contract right and shall include the right to be paid by this organization the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that if the act requires the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer including, without limitation, service to an employee benefit plan)in advance of the final disposition of a proceeding, payment shall be made only upon delivery to this organization of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified herby or otherwise. This organization may, by action of the board, provide indemnification to employees and agents of this organization with the same scope and effect as the foregoing indemnification of directors and officers.

 

Section 2.   Right of claimant to bring suit

  1. If a claim under section 1 of this article XVI is not paid in full by this organization within thirty (30) days after a written claim has been received by this organization, the claimant may at any time thereafter bring suit against this organization to recover the unpaid amount of the claim and , if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim.

 

  1. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking , if any is required, has been tendered to this organization) that the claimant has not meet the standards of conduct which make it permissible under the act for this organization to indemnify the claimant for the amount claimed, but the burden of proving such a defense shall be on this organization. Neither the failure of this organization (including its board or independent legal counsel) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the act, nor an actual determination by this organization (including its board or independent legal counsel) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

 

Section 3  Non-exclusivity of rights

  1. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred hereby shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, law, and provision of the certificate of incorporation, bylaw, agreement vote of disinterested directors or other wise.

 

Section 4.   Insurance

  1. this organization may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of this organization or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not this organization would have the power to indemnify such person against such expense, liability or loss under the act.”

Standing rules

1. 

              a.   Only NASC members may participate at any NASC convention/show.

              b.   NASC regular members may participate at the NASC annual convention/show and at their respective state shows only.

              c.  World wide members may participate only at the NASC annual convention/show.

 

2.  In the absence of the chairman of the board, a chairman pro tem may be elected by the board to preside for that meeting.

 

3.  Financial reports and highlights of meetings of the board of directors shall be published in the china painter magazine.

 

4.  Worldwide membership annual dues shall be $20.00 per year and shall include the Alsatian Shepalute Newsletter. World wide membership annual dues outside of the U.S. shall be $25.00.

 

5.  NASC breeders’ annual dues shall be $10.00, in addition to other dues.

 

5.  NASC trainer/teacher annual dues shall be $10.00, in addition to other dues.

 

6.  NASC judges annual dues shall be $10.00.

 

7.  NASC member annual dues shall be $20.00 plus state and local club dues.

 

8,   Only members of the NASC board may attend official board meetings, unless requested by the board.

 

9.  Up to $5,000.00 generated by the NASC trainer/teacher is to be designated as the NASC trainer/teacher fund.

 

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