By-laws

BYLAWS

OF

SMOKY MOUNTAINS BULLDOG CLUB, INC.

(A Tennessee Non-Profit Public Benefit Corporation)

ARTICLE 1
NAME

The name of the Corporation is Smoky Mountains Bulldog Club, Inc.

ARTICLE 2
OFFICES

The principal office of the Corporation in the State of Tennessee shall be located at _____________________________________________, or at such other place as shall be lawfully designated by the Board of Directors, hereinafter sometimes referred to as “Board.” The Corporation may have such other offices either as the Board may designate or as the affairs of the Corporation may require from time to time.

ARTICLE 3
PURPOSES

The Corporation is organized as a non-profit, public benefit corporation, under the laws of the State of Tennessee, and in this connection to:

(a) to encourage and promote quality in the breeding of pure-bred bulldogs and to do all possible to bring their natural qualities to perfection and to encourage scientific research for the improvement of the pure-bred bulldog; and

(b) to urge members and breeders to accept the standard of the breed as approved by the American Kennel Club as the only standard of excellence by which bulldogs shall be judges; and

(c) to do all in its power to protect and advance the interest of the breed by encouraging sportsmanlike competition at dog shows, obedience trials and tracking tests (and field trials) to urge members and breeders to know and understand, and accept the standard of the breed as approved by the American Kennel Club as the only standard of excellence by which bulldogs shall be judged; and

(d) to conduct sanctioned and licensed speciality shows, and obedience trials under the rules of the American Kennel Club; and

(e) to take and hold by bequest, devise, gift, grant, purchase, lease or otherwise any property,
real, personal, tangible or intangible, and any undivided interest therein, without limitation as to amount or value; and to sell, convey, or otherwise dispose of any such property and to invest, reinvest, or deal with the principal or the income thereof in such manner as, in the judgment of the Directors, will best promote the purpose of the Corporation without limitation, except such limitations, if any, as may be contained in the instrument under which such property is received, the Charter, these Bylaws of the Corporation, or any laws applicable thereto; and

(f) to do any or all things hereinabove set forth, and all things usual, necessary or proper in furtherance of, or incidental to, said purposes permitted by the laws of the State of Tennessee and the United States.

The Club shall not be conducted or operated for profit and no part of any profits or
remainder or residue from dues or donations to the Club shall inure to the benefit of any member or individual. Under no circumstances shall the Club pay a salary, fee, commission or dividend to any member.

ARTICLE 4
BOARD OF DIRECTORS

4.1 Duties. General management of the Corporation shall be entrusted to the Board of Directors.

4.2 Qualifications. The Board of Directors shall consist of United States citizens residing in or near the Knox County, Tennessee community, who are members in good standing of the Smoky Mountains Bulldog Club, Inc. (the “Club”). Members of the Board of Directors shall serve without compensation except for reasonable expenses incurred in activities on behalf of the Corporation.

4.3 Number. There shall be seven Directors, comprised of all officers of the Club, plus three (3) additional members of the Club who are in good standing. All Directors have equal and full voting rights and responsibilities as members of the Board of Directors.

4.4 Election and Term. The initial Directors shall be __________________________ _______________________________________________________________. Directors shall serve for a term of one year or such other terms as the Board of Directors shall determine. Directors shall hold office until their successors are elected or until removed in accordance with these Bylaws.

4.5 Chairman of the Board. The Board shall elect a Chairman to serve for one (1) year, at the first meeting of the year held in January. The Chairman of the Board, when present, presides at all meetings of the Board of Directors. The Chairman shall act liaison from and as spokesman for the Board, shall participate in long range planning of the Corporation, and may sign any contracts or other instruments which the Board of Directors has authorized to be executed, or which are in the ordinary course of business of the Corporation. The Chairman shall, in general, perform all duties incident to the office and such other duties as shall be prescribed by the Board of Directors from time to time. In the absence or disability of the Chairman of the Board, the Board shall appoint a temporary Chairman who shall serve in such capacity until such time as the serving Chairman shall resume his or her duties.

4.6 Vote. Each Director shall be entitled to one vote and the result will be determined by the majority of the votes cast.

4.7 Removal; Resignation. Any Director may be removed for any reason by majority vote of all Members of the Club. Directors may resign at any time on written notice to the President.

4.8 Vacancy. Vacancies occurring in the Board by death, resignation, refusal to serve, or otherwise, shall be filled for the unexpired term by a majority of the remaining Directors at any regular or special meeting.

ARTICLE 5
MEETINGS

5.1 Meetings of Board and Committees. The Board shall hold bi-monthly meetings during the months of January, March, May, July, September and November. By resolution, the Board may establish a date or dates on which regular meetings of the Board or any committee appointed by the Board, shall be held between bi-monthly meetings. Any committee appointed by the Board may meet on the dates so established or, if none, on the date set at its previous meetings or when earlier called by its Chairman or by a majority of committee members. Special meetings of the Board may be called at any time by the President, or by a majority vote of the members of the Board who are present and voting at any regular or special meeting of the Board; and shall be called by the Secretary upon receipt of a petition signed by five members of the Club who are in good standing.

5.2 Place of Meetings. Meetings of the Board and committees shall be held at any place within the greater Knoxville area that the Board or committee members may from time to time appoint by resolution or, if no resolution is in force, at the principal office of the Corporation, or at such other place as shall have been designated in the notice of the meeting.

5.3 Notice Requirements. Notice of annual and other regular meetings and of any special meeting, setting forth the place and the day and hour of the meeting, shall be given to each Director, by any usual means of communication, not less than five (5) days before the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting need to be specified in the notice or any waiver of notice.

5.4 Waiver of Notice. Attendance of a Director at a meeting shall constitute a waiver of notice of the meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Whenever the Board or any committee appointed by the Board is authorized to take any action after notice to any person or persons, or the lapse of a prescribed period of time, the action may be taken without such requirements if at any time before or after the action is completed the person or persons entitled to such notice or entitled to participate in the action to be taken submit a signed waiver of notice of such requirement.

5.5 Quorum. At all meetings of the Board, a majority of the number of Directors then in office shall constitute a quorum for the transaction of business. The presence of a majority of the membership of a committee of the Board shall be required for the transaction of business. Except with respect to indemnification proceedings, common or interested Directors may always be counted in determining the presence of a quorum at a meeting of the Board or of a committee which authorizes, approves or ratifies a transaction of the Corporation. When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any of those present. A meeting may be adjourned despite the absence of a quorum.

5.6 Voting. The vote of a majority of the Board or committee members present at a meeting at which a quorum is present shall be the act of the Board or any committee.

5.7 Presumption of Assent. A Director who is present at a meeting of the Board, or any committee thereof, shall be presumed to have concurred in any action taken at the meeting, unless his dissent to such action shall be entered in the minutes of the meeting or unless he shall submit his written dissent to the person acting as the Secretary of the meeting before the adjournment of the meeting or shall deliver or send such dissent by registered or certified mail to the Secretary of the Corporation promptly after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action. A Director who is absent from a meeting of the Board, or any committee thereof, at which such action is taken shall be presumed to have concurred in the action unless he shall deliver or send by registered or certified mail his dissent to such action to the Secretary of the Corporation or shall cause such dissent to be filed with the minutes of the proceedings of the Board or committee within a reasonable time after learning of such action.

5.8 Action by Consent. Directors may take any action which they are required or permitted to take without a meeting on written consent, setting forth the action so taken, signed by all of the Directors.

5.9 Telephone Meetings. Participation by members of the Board or any committee designated by the Board in any meeting of the Board or committee shall be permitted by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in such a meeting pursuant to this Section shall constitute presence in person at such meeting. The Directors shall promptly be furnished a copy of the minutes of the meeting held under this paragraph.

ARTICLE 6
OFFICERS

6.1 Title of Officers. The Corporation shall have a President, Vice-President, Secretary and Treasurer. One person may be elected to more than one office, except that the offices of President and Secretary may not be held by the same person.

6.2 Election. All officers shall be elected by majority vote of all Club Members present at the annual meeting of the Club.

6.3 Term of Office. The officers of the Corporation shall be elected for terms of one year. Each officer shall hold office until the expiration of the term for which he is elected and thereafter until his successor has been elected or appointed and qualified.

6.4 Removal. Any officer may be removed by the vote of a majority of the entire Board, with or without cause, whenever in its judgment the best interests of the Corporation will be served thereby. Any officer failing to attend three (3) consecutive meetings may result in a recommendation of dismissal from the Board.

6.5 President. The President shall be the chief executive officer of the Corporation and shall have the responsibility for the day to day management of the Corporation and such other powers and duties as may be assigned to him or her from time to time by the Board. The President may sign any contracts or other instruments which the Board of Directors has authorized to be executed or which are in the ordinary course of business of the Corporation. The President shall preside over all meetings of the Club, shall be an ex officio member of all standing committees and shall see that all orders of the Board are carried out.

6.6 Vice President. The Vice President shall have the duties and exercise the powers of the President in the event of the President’s death, absence or incapacity. The Vice President shall have the responsibility for the Club’s educational programs, which shall be presented a minimum of four (4) times per year.

6.7 Secretary. The Secretary shall attend all sessions of the Board and shall promptly prepare the minutes of all proceedings in a book to be kept for that purpose and shall perform like duties for committees of the Board when required. The Secretary shall give, or cause to be given, notice of the special meetings of the Board of Directors, President, or the Chairman of the Board, under whose supervision the Secretary shall be.

6.8 Treasurer. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate records of receipts and disbursements in books belonging to the Corporation and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements and shall render to the President, the Chairman of the Board, and Directors, at the regular meetings of the Board, or whenever they may require it, an account of all transactions and of the financial condition of the Corporation. The Treasurer shall be bonded in an amount determined by the Board of Directors and such bond shall be at the expense of the Corporation. The Treasurer shall oversee the ways and means committee and shall complete an annual statement of financial conditions, including an accounting of all accounts receivable, receipts, and disbursements, immediately following the December meeting to facilitate the work of the auditing committee.

6.9 Vacancies. Any vacancies occurring during the year shall be filled until the
next annual election by a majority vote of all the then members of the Board at its first regular meeting following the creation of such vacancy, or at a Special Board Meeting called for that purpose; except that a vacancy in the office of President shall be filled automatically by the Vice-President and the resulting vacancy in the office shall be filled by the Board.

6.10 Compensation. The Board shall fix the compensation, if any, of all officers of the Corporation. The authority to fix the compensation of all officers other than the President or the Chairman of the Board may be delegated to the President, and the authority to fix the compensation of the President may be delegated to the Chairman of the Board, in the discretion of the Board.

ARTICLE 7
DUTIES AS TO THE FUNDS OF THE CORPORATION

7.1 Disbursements. Disbursements from the income or from the assets of the Corporation for uses and purposes consistent with the objects and purposes of the Corporation as outlined in the Charter and these Bylaws, shall be made on the order of the Board of Directors.

7.2 Contributions. Any contribution to the Corporation through any means whatsoever shall not be complete until accepted by the Corporation through action of the Board of Directors, and the Board shall have full authority to reject or refuse to accept any contribution for any reason deemed adequate or sufficient to the Board, including but not limited to the specification of a use of, or a restriction on the use of, any contribution which conflicts with the purposes of the Corporation, its not-for-profit status, or its status as a public benefit corporation.

7.3 Management of Assets. Any fund or funds or assets of any kind or nature whatsoever which may be acquired by the Corporation from any source whatsoever may be transferred by the Board of Directors for the purpose of management and investment to any bank or banks in the State of Tennessee having trust powers and active in the acceptance and management of trusts.

7.4 Agency Relationship. Any transfer of any asset of the Corporation made to any of such banks shall vest legal title to any such asset in the said transferee bank, as agent of and custodian for the Corporation, nevertheless, for the sole purpose of management and investment subject to the approval of the Board and any income thereon shall be income of the Corporation. The Board may enter into an agency agreement with each such bank, giving each of them such powers and duties pertaining to the assets so held by it as may be deemed proper and consistent with the purposes of the Corporation by the Board of Directors, and agreed to by said bank.

7.5 Authority. The Board may authorize any officer or agent of the Corporation by resolution to enter into any contract or execute and deliver any instrument in the name of the Corporation, and no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement, or to pledge its credit or to render it liable pecuniarily for any amount, without such authorization.

7.6 Depositories. All funds of the Corporation shall be deposited to its credit in such depository or depositories as the Board may designate, and for the purpose of such deposits, any person or persons to whom such power is delegated by resolution of the Board may endorse, assign, and deposit checks, drafts and other orders for the payment of funds payable to the order of the Corporation. All checks, drafts, or other orders for the payment of money issued by the Corporation shall be signed by such person or persons as may from time to time be designated by the Board.

ARTICLE 8
MEMBERSHIP

8.1 Eligibility. There shall be three (3) categories of membership for persons who are in good standing with the American Kennel Club and who support the purposes of the Club. While membership is not restricted as to place of residence, it is the Club’s intent to be representative of breeders and exhibitors in its immediate area. The Club does not discriminate based on age, gender, race, national origin, marital status, or disability.

8.2 Active Membership. The Active membership category is open to all persons who are eighteen (18) years of age or older who support the purposes of the Club. This is the only category of membership with voting privileges.

8.3 Associate Membership. The Associate membership category is open to all persons who are eighteen (18) years of age or older who are interested in the Bulldog breed who wish to be informed about the objectives and activities of the Club. Associate members shall have all of the rights and privileges of Active members, except that Associate members shall not have the right to vote or hold office.

8.4 Junior Membership. The Junior membership category is open to all persons between the age of ten (10) and seventeen (17) years of age. No dues are required with this category of membership. Junior membership shall not have the right to vote or to hold office. A Junior member shall automatically convert to either an Active or an Associate member upon reaching his or her 18th birthday.

8.5 Couple Membership. The Couple membership category is open to a husband and wife who both wish to become Active members. Both members shall be entitled to all privileges of Active membership and will each have a separate vote and the right to hold office.

8.6 Dues. Membership dues per calendar year shall not exceed $30.00 per year for any type of membership. A list of specific dues for each membership is found in the standing rules for the Club attached hereto as Exhibit A. Said standing rules are subject to amendment from time to time as provided in these Bylaws. Dues are payable on or before the first day of January of each calendar year.

8.7 Election to Membership. The applicant shall agree to abide by the Charter, Bylaws, rules and regulations of the American Kennel Club, Inc.; the Bulldog Club of America (the parent club to the Smoky Mountains Bulldog Club); the Bulldog Club of America Division VII (the regional club for the Smoky Mountains Bulldog Club); and the Smoky Mountains Bulldog Club. Application for membership must be made in writing on the form provided by the Club, accompanied by the applicable membership fee for that category of membership. The Applicant must be recommended by two (2) members in good standing and their recommendation must be endorsed on the membership application and presented to the Club Treasurer along with the applicable fee. Any outstanding debt to the Club by the applicant must be paid before any application for membership will be accepted. The applicant(s) shall attend at least one meeting of the Club as its guest. Said applicant(s) shall be voted upon at the next regular meeting of the Club following the meeting at which said application is presented as proposed. A favorable vote, by written secret ballot of two-thirds of the active members in attendance, a quorum being present, at a meeting of the Club shall be required to elect an applicant. Said applicant shall be promptly notified by the Secretary of the action taken. If elected into membership, the Club Secretary shall give the newly elected member(s) a copy of the Club Charter and Bylaws, the constitution of the Bulldog Club of America, a copy of the standard of excellence of the Bulldog breed, and a membership card with an authorized signature. Applications for membership which have been rejected by the members of the Club may not be resubmitted until seven (7) months following such rejection.

8.8 Termination of Membership. Membership may be terminated for the following reasons:

(a) by resignation. Any member in good standing may resign from the Club upon written notice to the Secretary, but no member may resign when in debt to the Club. Dues obligations are considered a debt to the Club and are incurred on the first day of each fiscal year.

(b) by lapse. A membership shall be considered lapsed and shall be automatically terminated if a member’s dues remain unpaid for sixty (60) days after the first day of the fiscal year; however, the Board may grant an additional thirty (30) days to a delinquent member for good cause shown. In no event shall a member be entitled to vote at any Club meeting as long as dues remain unpaid on the date of any such meeting.

(c) by expulsion. A membership may be terminated by expulsion as provided in Article 12 of these Bylaws.

Any member whose membership has been terminated for any of the foregoing reasons and who desires to rejoin the Club shall be required to submit a new written application. Such application shall not be submitted until four (4) months following such termination.

ARTICLE 9
CLUB MEETINGS AND VOTING

9.1 Club Meetings. Meetings of the Club shall be held each month in the greater
Knoxville area on the first Tuesday of each month at such hour and place as may be designated by the Board. Written notice of each such meeting shall be mailed by the Secretary at least 10 days prior to the date of the meeting. The quorum for such meeting shall be 20% of the active members in good standing.

9.2 Special Club Meetings. Special Club meetings may be called by the President, or
by a majority vote of the members of the Board who are present and voting at any regular or special meeting of the Board; and shall be called by the Secretary upon receipt of a petition signed by five members of the Club who are in good standing. Such special meetings shall be held in the greater Knoxville area at such place, date, and hour as may be designated by the person or persons authorized herein to call such meetings. Written notice of such a meeting shall be mailed by the Secretary at least 5 days and not more than 15 days prior to the date of the meeting, and said notice shall state the purpose of the meeting, and no other Club business may be transaction thereat. The quorum for such meeting shall be 20% of the active members in good standing.

9.3 Board Meetings. Meetings of the Board of Directors shall be held during the
months of January, March, May, July, September, and November in the greater Knoxville area at such hour and place as may be designated by the Board. Written notice of each such meeting shall be mailed by the Secretary at least 5 days prior to the date of the meeting. The quorum for such a meeting shall be a majority of the Board.

9.4 Special Board Meetings. Special meetings of the Board may be called by the
President; and shall be called by the Secretary upon receipt of a written request signed by at least three members of the Board. Such special meetings shall be held in the greater Knoxville area at such place, date, and hour as may be designated by the person authorized herein to call such meeting. Written notice of such meeting shall be mailed by the Secretary at least 5 days and not more than 10 days prior to the date of the meeting. Any such notice shall state the purpose of the meeting and no other business shall be transacted thereat. A quorum for such a meeting shall be a majority of the Board. The minutes of each Special Board Meeting shall be presented at the next general membership meeting. In the event a Special Board Meeting is for disciplinary reasons and is of an ongoing nature (Board Hearing), the decisions of such meetings shall be presented when said hearings are completed and the recommendation of the Board has been presented to the membership.

9.5 Voting. Each member in good standing whose dues are paid for the current year shall be entitled to one vote at any meeting of the Club at which he is present. Proxy voting will not be permitted at any Club meeting or election.

ARTICLE 10
THE CLUB YEAR, ANNUAL MEETING, ELECTIONS

10.1 Club Year. The Club’s Fiscal Year shall begin on the first day of January and end of
the last day of December. The Club’s official year shall begin immediately at the conclusion of the election at the annual meeting and shall continue through the election at the next annual meeting.

10.2 Annual Meeting. The annual meeting shall be held in the month of December at
which officers and directors for the ensuing year shall be elected by secret ballot from among those nominated in accordance with Section 4 of this Article. They shall take office immediately upon the conclusion of the election and each retiring officer shall turn over to the successor in office all properties and records relating to that office within thirty (30) days after the election.

10.3 Elections. The nominated candidate receiving the greatest number of votes for each
office shall be declared elected. The nominated candidates for other positions on the Board who receive the greatest number of votes for such positions shall be declared elected. Only active members in good standing are eligible for election or to vote. Only members in good standing are eligible to nominate candidates. Effective December 1, 1993, to be eligible for nomination, the active member must have attended at least five (5) of the last twelve (12) regular Club meetings prior to the regular Club meeting in December. The Secretary, within ten (10) days after the regular October meeting, shall compile a list of active Club members who are eligible to be nominated. The list shall be based upon the official attendance record present at every regular Club meeting. It is the responsibility of each and every Club member in attendance to sign his or her name on said record only upon the date of the Club meeting.

10.4 Nominations. No person may be a candidate in a Club election who has not been
nominated. During the month of September the Board shall elect a Nominating Committee consisting of three (3) members and two (2) alternates, not more than one of whom may be a member of the Board. The Secretary shall immediately notify the committeemen and alternates of their selection. The Board shall name a Chairman for the committee and it shall be such person’s duty to call a committee meeting to be held on or before October 1.

10.4.1 The committee shall nominate one (1) candidate for each office and position on the Board, and after securing the consent of each person so nominated, shall immediately report their nominations to the Secretary in writing.

10.4.2 Upon receipt of the Nominating Committee’s report, the Secretary shall, at
least two weeks before the November meeting, notify each member in writing of the candidates so nominated.

10.4.3 Additional nominations may be made at the November meeting by any member in attendance provided that the person so nominated does not decline when their name is proposed, and provided further that if the proposed candidate is not in attendance at this meeting, the proposer shall present to the Secretary a written statement from the proposed candidate signifying willingness to be a candidate. No person may be a candidate for more than one position.

10.4.3 Nominations cannot be made at the annual meeting or in any manner other than as provided in this Section.

ARTICLE 11
COMMITTEES

11.1 Standing Committees. The Board may each year appoint standing committees to
advance the work of the Club in such matters as specialty show, obedience trials, trophies, annual prizes, membership and other fields which may well be served by committees. Such committees shall always be subject to the final authority of the Board. Special committees may also be appointed by the Board to aid it on particular projects.

11.2 Termination of Appointment. Any committee appointment may be terminated by a
majority vote of the full membership of the Board upon written notice to the appointee; and the Board may appoint successors to those persons whose service have been terminated.

ARTICLE 12
DISCIPLINE

12.1 American Kennel Club Suspension. Any member who is suspended from the
privileges of the American Kennel Club shall automatically be suspended from the privileges of this Club for a like period.

12.2 Charges. Any member may bring charges against a member for alleged
misconduct prejudicial to the best interest of the Club or the breed. Written charges with specifications must be filed in duplicate with the Secretary together with a deposit of $25.00, which shall be forfeited if such charges are not sustained by the Board following a hearing. The Secretary shall promptly send a copy of the charges to each member of the Board or present them at a Board meeting, and the Board shall first consider whether the action alleged in the charges, if proved, might constitute conduct prejudicial to the best interest of the Club or breed. If the Board considers that the charges do not allege conduct which would be prejudicial to the best interest of the Club, it may refuse to accept jurisdiction. If the Board accepts jurisdiction of the charges, it shall fix a date of a hearing by the Board not less than three (3) weeks nor more than six (6) weeks thereafter. The Secretary shall promptly send one copy of the charges to the accused member by registered mail together with a notice of the hearing and an assurance that the defendant may personally appear in his own defense and bring witnesses if he wishes.

12.3 Board Hearing. The Board shall have complete authority to decide whether
counsel may attend the hearing, but both complainant and defendant shall be treated uniformly in that regard. Should the charges be sustained, after hearing all the evidence and testimony present by complainant and defendant, the Board may by majority vote of those present suspend the defendant from all privileges of the Club for not more than six (6) months from the date of the hearing. And, if it deems that punishment insufficient, it may also recommend to the membership that the penalty be expulsion. In such case, the suspension shall not restrict the defendant’s right to appear before his fellow members at the ensuing Club meeting which considers the Board’s recommendation. Immediately after the Board has reached a decision, its findings shall be put in written form and filed with the Secretary. The Secretary, in turn, shall notify each of the parties of the Board’s decision and penalty, if any.

12.4 Expulsion. Expulsion of a member from the Club may be accomplished only at a
meeting of the Club following a Board hearing and upon the Board’s recommendation as provided in Section 3 of this Article. Such proceeding may occur at a regular or special meeting of the Club to be held within sixty (60) days but not earlier than thirty (30) after the date of the Board’s recommendation of expulsion. The defendant shall have the privilege of appearing in his own behalf, though no evidence shall be taken at this meeting. The President shall read the charges and the Board’s finding and recommendation, and shall invite the defendant, if present, to speak in his own behalf if he wishes. The members shall then vote by secret ballot on the proposed expulsion. A two-thirds vote of those present and voting at the meeting shall be necessary for expulsion. If the expulsion is not so voted, the Board’s suspension shall stand.

ARTICLE 13
ORDER OF BUSINESS

13.1 Club Meetings. At meetings of the Club, the Order of Business, so far as the
character and nature of the meeting may permit, shall be as follows:

Roll Call
Approval of the Minutes of the Last Meeting
Report of the President
Report of the Secretary
Report of the Treasurer
Report of Committees
Election of Officers and Board (annual meeting)
Election of New Members
Unfinished Business
New Business
Adjournment

13.2 Board Meetings. At meetings of the Board, the Order of Business, unless otherwise
directed by majority vote of those present, shall be as follows:

Approval of the Minutes of the Last Meeting
Election of Board Chairman (first meeting of the year)
Report of the Secretary
Report of the Treasurer
Report of Committees
Unfinished Business
New Business
Adjournment

ARTICLE 14
PARLIAMENTARY AUTHORITY

The rules contained in the current edition of Roberts Rules of Order, New Revised, shall govern the Club in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any other special rules of order the Club may adopt.

ARTICLE 15
AFFILIATION WITH A.K.C. AND B.C.A.

Nothing shall be done by the Smoky Mountains Bulldog Club, Inc. that is inconsistent with the Constitution and Bylaws of the American Kennel Club, Inc., the Constitution and Bylaws of the Bulldog Club of America, Inc., or as provided in A.K.C. or B.C.A. rules or regulations governing dog shows.

ARTICLE 16
MISCELLANEOUS

16.1 Seal. The Corporation may have a corporate seal which may be altered at the pleasure of the Board; but the presence or absence of such seal on any instrument, or its addition thereto, shall not affect its character or validity or legal effect in any respect.

16.2 Indemnification of Directors and Officers. Any director or officer, or his executor or administrator, shall be entitled to indemnification in accordance with and to the fullest extent allowable by Sections 48-58-501 through 48-58-509 of the Tennessee Nonprofit Corporation Act.

ARTICLE 17
AMENDMENT

These Bylaws may be amended or repealed, and new Bylaws may be adopted, by the vote of a majority of the entire Board. The resulting Bylaws may contain any provision for the regulation and management of the Corporation not inconsistent with law and the Charter. Any amendment of the Charter inconsistent with these Bylaws or parts of Bylaws which merely summarize or restate the provisions of the Charter or the provisions of the Tennessee Nonprofit Corporation Act or other law applicable to the Corporation shall be operative with respect to the Corporation only so far as they are descriptive of existing law and of the Charter as amended.

05191\Bylaws

EXHIBIT A

STANDING RULES

1. Membership dues per calendar year shall be as follows:

a. Active Membership: $15.00 for single active membership
$25.00 for family membership

b. Associate Membership: $15.00

c. Junior Membership: No dues required.

Dues shall be payable on or before the first day of January of each year. No active member may vote whose dues are not paid for the current year. During the month of November, the treasurer of the Club shall send to each member of good standing, a statement of his/her dues for the ensuing year. Dues paid by any new member(s) elected to membership after July 1st and before October 1st shall pay half dues required and dues paid by any new member elected to membership after October 1st shall also cover the ensuing year.