THE INTERNATIONAL BENGAL CAT SOCIETY,
INCORPORATED
ARTICLE
1 - NAME AND OBJECTIVES
ARTICLE II - MEMBERSHIP
ARTICLE III - MEETINGS
ARTICLE IV - EXECUTIVE BOARD AND OFFICERS
ARTICLE V - SOCIETY YEAR, VOTING, NOMINATIONS, ELECTIONS
ARTICLE VI - COMMITTEES
ARTICLE VII - ADVISORS
ARTICLE VIII - DISCIPLINE
ARTICLE IX - AMENDMENTS
ARTICLE X - INDEMNIFICATION OF OFFICERS, AGENTS, AND MEMBERS
ARTICLE XI - DISSOLUTION
ARTICLE XII - ORDER OF BUSINESS
STANDING RULES
ARTICLE
I
- NAME
AND OBJECTIVES
SECTION
1. Name
The name of the Organization
shall be The International Bengal Cat Society,
Incorporated, hereafter called "TIBCS."
SECTION
2. Objectives
Its objectives shall be:
(A)
Develop and promote high breeding standards through a Code of
Ethics,
(B)
Distribute and share information on the Bengal Cat,
(C)
Serve as a forum for Bengal Cat owners and encourage cooperation
and communication within TIBCS,
(D)
Promote cooperation with other clubs and associations, and
(E) Insure the future of the Bengal
Cat.
SECTION
3. Not For Profit
This corporation
is formed and shall be operated exclusively for pleasure,
recreation, and other nonprofit purposes. No part of any net
earnings shall inure to the benefit of any member, trustee, or
Officer of the corporation except as provided by law.
SECTION
4. By-Laws
The members of
the Society shall adopt and may revise such By-Laws as may be
required to carry out these objectives.
ARTICLE II
-
MEMBERSHIP
SECTION 1. Eligibility
There shall be four types of
membership. There shall be one type of membership per household.
Voting members shall be 18 years of age or older.
(A) Breeder Membership -
Open to
all persons who uphold the purposes of TIBCS and who are
breeders of Bengal Cats. Breeder members shall be allowed to
vote and hold any office or Executive Board position. Breeder
memberships receive advertising benefits through TIBCS. Breeder
members receive one copy of the TIBCS newsletter per
publication.
(B) General Membership –
Open to
all persons who uphold the purposes of TIBCS. General members
shall be allowed to vote and hold any office or Executive Board
position. General members receive one copy of the TIBCS
newsletter per publication.
(C) Family Membership -
Open to
all persons who uphold the purposes of TIBCS and who reside
within the same household. Family members shall be allowed to
hold any office or Executive Board position. Family memberships
shall be entitled to two votes. A family membership may include
a breeder member and is subject to the same breeder membership
advertising benefits. The household receives one copy of the
TIBCS newsletter per publication.
(D) Junior Membership -
Open to
all persons less than eighteen years of age who otherwise meet
the requirements for general membership. Junior members shall
pay dues but shall not vote or hold office. Junior members
receive one copy of the TIBCS newsletter per publication.
SECTION 2.
Dues
Membership dues shall be set and
adjusted as necessary by the Executive Board. Membership dues shall be payable on or before the first day of the month (Jan, Apr, July, Oct) of the anniversary quarter of membership, yearly.
SECTION 3.
Procedure
(A) New
Each
applicant shall apply on a form approved by the Executive Board.
The form shall include a statement that the applicant agrees to
abide by these By-Laws & The Articles of Incorporation. Breeder and Breeder Family membership must provide a signed copy of the TIBCS Code of Ethics (COE) or electronic COE (eCOE) with their application for membership. The application for membership, signed COE or eCOE, and member's dues for the current year shall be submitted to the Membership Secretary, who shall process them in accordance with these By-Laws. The COE or eCOE shall be retained on file and remain in effect from membership year to membership year.
(B)
Renewal
Upon renewal, the existing COE or eCOE shall remain in force from membership year to membership year. If membership is not renewed by the due date specified in Article II, Section 2 of these by-laws, a new signed COE or eCOE must accompany the application for renewal and payment sent to the Membership Secretary.
SECTION 4.
Rights and Duties of Members
Members have the right to propose and petition The Executive
Board and Committee Chairpersons.
Members
may propose, by petition, an action to be voted on by the
Executive Board. The petition must be submitted in the form of a
motion.
All members, except Junior Members, shall have the right to
vote. Members receive the published issues of the TIBCS
newsletter.
Members may contribute material
for publication in the TIBCS newsletter.
Members shall
uphold the Code of Ethics, the Articles of Incorporation, and
the By-Laws of the Society.
SECTION 5.
Termination of Membership
Membership
may be terminated:
· By lapsing.
A membership will be considered lapsed and automatically
terminated if dues remain unpaid 30 days past the first day of
the first month of the anniversary quarter.
· By expulsion.
A membership may be terminated by expulsion as provided in
ARTICLE VIII, SECTION 1 of these By-Laws.
ARTICLE III
-
MEETINGS
SECTION I. Annual
Meeting
The
Executive Board may schedule Annual Meetings. The
Recording/Correspondence Secretary shall notify all members not
less than two months prior to the meeting.
The quorum
for the Annual Meeting shall be one-tenth of the voting members
of the Society.
SECTION 2. Special
Meetings
A Special Meeting may be called by the
President, or on receipt of a petition signed by one-twentieth
of the voting members of the Society. Such meetings shall be
scheduled by the Executive Board within 90 days of the receipt
of the petition. The Recording/Correspondence Secretary shall notify the membership of the
meeting at least fourteen days
prior to the meeting. The notice shall state the purpose, place,
date, and hour of the meeting, and no other Society business may
be transacted at that meeting. The quorum for such a meeting
shall be one-tenth of the voting members.
SECTION 3.
Executive Board Meetings
Regular
Executive Board meetings shall be held at the request of the
President or upon the request of any two members of the
Executive Board. Meetings may be by telephone, email, or any
other method agreed upon by the full Executive Board. All
meetings shall be open to the membership unless the matter under
discussion concerns ethics complaints, personnel matters or
contract negotiations, or is of such a nature that is may be
embarrassing, derogatory or humiliating to a member, in which
case the Executive Board may go into closed session.
ARTICLE IV - EXECUTIVE BOARD
AND OFFICERS
SECTION 1.
Executive Board
The Executive Board shall
function as the governing body of TIBCS. As such, the Executive
Board shall prescribe policy for the general management of TIBCS.
A quorum shall be a majority of the number of Executive Board
members fixed by these By-Laws. Executive Board members are
encouraged to speak freely and openly in Executive Committee,
but as a member of the committee they shall support the
findings, rules, and decisions of the Executive Board as a whole
even if the decision of the Executive Board differs from their
own view.
The
Executive Board holds the final authority in dispute findings.
The
Executive Board has the power to reject any membership
application or to suspend or expel any member if that person has
acted in a manner contrary to the best interests of the Society
or the breed or has violated the Articles of Incorporation,
By-Laws, or Code of Ethics of TIBCS.
The
Officers shall be the Executive Board.
SECTION 2. Officers
The
Society’s Officers shall consist of a President, Senior Vice
President, Second Vice President, a Recording/Correspondence
Secretary, a Membership Secretary, a Reporting Treasurer, and an
Accounts Treasurer, with no person holding more than one elected
office at one time.
Officers
must remain voting members during their terms of office.
(A) President
The
President shall serve for two years and may not serve more than
two consecutive terms.
The
President shall be the Chief Executive Officer. The President
shall perform duties consistent with the office, including those
particularly specified in these By-Laws; preside at all
meetings; and, as Head of the Executive Board, be responsible
for coordinating its activities.
The
President may establish committees and select Chairpersons from
the membership. The President will be an ex-officio member of
all committees and may appoint Officers to hold committee
membership.
The
President shall report regularly to the Executive Board of the
business conducted through the office of President.
The
President shall report at least quarterly to the membership of
the business conducted through the office of President.
(B)
Vice President
There shall be two Vice
Presidents, described as the Senior Vice President and the
Second Vice President. The length of term for Vice President is
one year served as Second Vice President, followed by one year
served as Senior Vice President. The Senior Vice President, in
conjunction with the Second Vice President, shall report
quarterly to the membership of the business conducted through
the office of Vice President.
(1)
Senior Vice President
In the
event of the absence or incapacity of the President, the Senior
Vice President shall have the duties and exercise the power of
the President.
In the
event that the office of President is vacated, the Senior Vice
President will assume the office of President and appoint a new
Second Vice President for the unexpired term.
The Senior
Vice President shall be the Chairperson of the Ethics Committee.
The Senior
Vice President shall carry out other duties as prescribed in
these By-Laws.
The Senior
Vice President shall report regularly to the Executive Board of
the business conducted through the office of Senior Vice
President.
(2)
Second Vice President
The Second
Vice President shall perform all the duties of the office of
Senior Vice President in the event of the absence, incapacity,
or vacation of the office of Senior Vice President.
The Second
Vice President shall assume the office of President and shall
have the duties and exercise the power of the President in the
event of the absence or incapacity of the President and Senior
Vice President or if the offices of President and Senior Vice
President become vacant.
The Second
Vice President shall be the Coordinator of Volunteers.
The Second
Vice President shall carry out other duties as prescribed in
these By-Laws.
The Second
Vice President shall report regularly to the Executive Board of
the business conducted through the office of Second Vice
President.
(C) Recording/Correspondence
Secretary
The Recording/Correspondence
Secretary shall serve for two years and shall not serve more two
consecutive terms.
The
Recording/Correspondence Secretary shall be both
the recording and corresponding officer, formally representing
the Society.
The Recording/Correspondence
Secretary shall have charge of the general correspondence of the
Society and carry out such other duties normally ascribed to the
position.
The
Recording/Correspondence Secretary shall assist the President in
organizing annual and special meetings.
The
Recording/Correspondence Secretary shall have charge of
notifying members of annual and special meetings.
The
Recording/Correspondence Secretary shall make and preserve the
records of all meetings of the Society and of the Executive
Board, of all votes, and of all matters of which a record shall
be ordered by the Society. The Recording/Correspondence
Secretary shall assist in the preparation of such records as are
necessary for conduct of the Society’s business.
The
Recording/Correspondence Secretary shall have charge of
notifying members of the results of all elections and of
meetings. The Recording/Correspondence Secretary shall have
charge of notifying successful candidates of their election to
office. The Recording/Correspondence Secretary shall carry out
other such duties as prescribed in these By-Laws.
The Recording/Correspondence
Secretary shall report regularly to the Executive Board of the
business conducted through the office of
Recording/Correspondence Secretary.
The Recording/Correspondence
Secretary shall report quarterly to the membership of the
business conducted through the office of
Recording/Correspondence Secretary.
(D) Membership Secretary
The Membership Secretary shall
serve for two years and shall not serve more than two
consecutive terms.
The
Membership Secretary shall receive renewal/new membership
applications, signed Codes of Ethics, and dues. The applications
and signed Codes of Ethics shall be retained on file from
membership year to membership year. Dues shall be deposited
promptly, and a record of the deposit shall be sent to the
Accounts Treasurer.
The
Membership Secretary shall keep a true and correct roll of the
membership and update the Society’s membership records.
The
Membership Secretary shall prepare and send new member
information, renewal notices, and carry out other such duties as
prescribed in these By-Laws.
The
Membership Secretary shall report regularly to the Executive
Board of the business conducted through the office of Membership
Secretary.
The
Membership Secretary, in conjunction with the
Recording/Correspondence Secretary, shall report quarterly to
the membership of the business conducted through the office of
Membership Secretary.
(E) Reporting Treasurer
The
Reporting Treasurer shall serve for two years and shall not
serve more than two consecutive terms.
The
Reporting Treasurer, in conjunction with the Accounts Treasurer,
shall oversee the funds of the Society.
The Reporting Treasurer shall
complete and submit all financial forms required according to
the Articles of Incorporation and these By-Laws. During the
first quarter of the fiscal year, the Reporting Treasurer shall
present a proposed budget for the Society’s current year's
financial operation.
The
Reporting Treasurer shall work closely with the Accounts
Treasurer to ensure that income is received and deposited in a
timely manner.
The
Reporting Treasurer shall work closely with the Accounts
Treasurer to ensure that TIBCS expenditures are in accordance
with the procedures set by the Executive Board and the budget,
and that bills are paid in a timely manner.
The
Reporting Treasurer shall work closely with the Accounts
Treasurer to prepare a Treasurer’s Report, which shall be
presented monthly to the Executive Board and quarterly to the
membership of the business conducted through the office of
Reporting Treasurer.
The
Reporting Treasurer shall carry out other such duties as
prescribed in these By-Laws.
(F) Accounts Treasurer
The
Accounts Treasurer shall serve for two years and shall not serve
more than two consecutive terms.
The Accounts Treasurer shall
receive a record of all monies due or belonging to TIBCS. The
Accounts Treasurer shall deposit monies received in the name of
TIBCS in a bank or banks satisfactory to the Executive Board and
shall disperse funds under the jurisdiction of the Executive
Board. The Accounts Treasurer shall keep accurate books and
records of the Society and shall require receipts for all
payments and reimbursements. The Accounts Treasurer shall not
have the power to issue checks to him/herself without a
countersignature. Checks made out to cash are forbidden. All
checks over an amount set by the Executive Board shall require
two signatures.
The Accounts Treasurer's books
shall at all times be open to the inspection of the Executive
Board, and at every Board meeting the Accounts Treasurer shall
report the condition of the Society's finances and every item of
receipt or payment not before reported. The Accounts Treasurer
shall provide a copy of the monthly bank statement to the
President for review.
The
Accounts Treasurer shall carry out other such duties as
prescribed in these By-Laws.
The
Accounts Treasurer shall report regularly to the Executive Board
of the business conducted through the office of Accounts
Treasurer.
The
Accounts Treasurer, in conjunction with the Reporting Treasurer,
shall prepare a Treasurer’s Report, which shall be presented
monthly to the Executive Board and quarterly to the membership
of the business conducted through the office of Accounts
Treasurer.
A
committee designated by the Executive Board may audit the
Society’s books at least once each year. On election of a new
Accounts Treasurer, the books provided by the retiring Accounts
Treasurer shall be audited by an outside professional auditor or
accounting firm selected by the President. The process
shall include a minimum of three bids, and final selection shall
be approved by the Executive Board. The costs of a routine audit
shall be paid for by TIBCS.
The
Accounts Treasurer shall be bonded in such amount as the
Executive Board shall determine.
SECTION 3.
Assistants
One or more persons may be
appointed by an Officer to assist in the performance of their
duties. The appointment shall be approved by a simple majority
vote of the Executive Board.
SECTION 4. Removal
of Officers
The Executive
Board, by majority vote, may suspend from office any Officer who
does not perform their duties, including but not limited to:
· Executive Board
Meeting Attendance.
Any elected Officer who misses two or more regularly called
meetings within one twelve-month period. One absence may be
excused because of illness or extenuating circumstances.
· Work Performance.
Not completing assigned duties in accordance with the office.
The Executive Board shall notify
the membership of such action and the membership shall have 45
days to question said action. The membership may petition the
Executive Board on behalf of the suspended Officer as outlined
in ARTICLE II, SECTION 4. If no such petition on behalf
of the suspended Officer is brought forward by the membership,
the suspension shall become a permanent removal from office. If
a petition is brought forward, the Executive Board shall have 45
days from receipt of the petition to bring the decision to a
membership vote.
The membership
may petition the Executive Board to remove an Officer from
office as outlined in ARTICLE II, SECTION 4.
The Nominating
Committee may recommend to the Executive Board the removal of an
Officer as outlined in ARTICLE VI SECTION 2 of these
By-Laws.
Officers are
also subject to disciplinary action as outlined in ARTICLE VIII SECTION 1 of these By-Laws.
SECTION 5. Vacancies
Any
vacancies occurring on the Executive Board during the year shall
be filled until the next annual election as set forth by
accession as described in SECTION 2 of this ARTICLE, or
failing that, by appointment by the President or by Special
Election called by the President.
ARTICLE V - SOCIETY YEAR,
VOTING, NOMINATIONS, ELECTIONS
SECTION 1. Society
Year
The Society’s year shall begin
on the first day of January and end on the thirty-first day of
December.
Elected
Officers shall take office the first day of January.
Newly
elected Officers shall have access on the day post election to
all properties and documents pertinent to their office. Each
retiring Officer shall begin transfer of all documents and
property upon completion of the election. All properties and
documents shall be in possession of the new Officers by the
first day of January. The only exception will be funds and
documents held necessary for completion of year-end business, to
be determined by the Executive Board.
SECTION 2.
Voting
Voting
members may vote in the annual election of the Executive Board,
and on the adoption of amendments to the By-Laws or Code of
Ethics. There shall be no voting by proxy.
The
Executive Board may submit other specific questions for a vote
of the members.
Votes
shall be carried by simple majority of votes cast, unless
otherwise specified within these By-Laws, and the results shall
be announced and published by the Recording/Correspondence
Secretary in the TIBCS newsletter. Voting must be completed not
less than sixty days after the official date of issuance of
ballots.
SECTION 3. Annual
Elections
The
President, Recording/Correspondence Secretary, and the Reporting
Treasurer are elected in even-numbered years and begin their
terms in odd-numbered years. The Accounts Treasurer, and
Membership Secretary are elected in odd-numbered years and begin
their terms in even-numbered years. The Second Vice President
shall be elected annually.
The Nominating Committee shall designate an independent
professional agency or appoint Tellers to receive and count
ballots. Ballots for the election of Officers must be received
by the designated Teller(s) of elections no later than the
thirtieth day of October as prescribed in SECTION 4 of
this ARTICLE. The designated Teller(s) shall certify the results
of the voting, and the persons receiving the largest number of
votes for their positions shall be elected. If, at the time of
the first Executive Board meeting, a nominee is unable to serve
for any reason, such nominee shall notify the
Recording/Correspondence Secretary in writing and the vacancy
so created shall be filled by the new Executive Board in the
manner provided by ARTICLE IV, SECTION 5.
SECTION 4.
Nominations
A voting member may be nominated
for a position on the TIBCS Executive Board by the Nominating
Committee or may be nominated by self-declaration in a letter
sent to the Chairperson of the Nominating Committee no later
than the first day of August.
Nominating Committee
The
Nominating Committee shall nominate at least two candidates for
each office. If only one candidate can be found for that
office, that candidate may run alone.
The
Nominating Committee shall send its nominations to the Executive
Board no later than the twentieth day of August. Ballots shall
be issued to the voting members no later than the First day of
September. Votes shall be received by the Teller(s) no later than
the thirtieth day of October.
The
Chairperson of the Nominating Committee shall report the results
of the ballot to the Executive Board by the fifteenth day of
November.
SECTION 5.
Write-in Candidates
Write-in
candidates, to be counted, must be voting members of TIBCS.
SECTION 6. The
Ballot
The
Recording/Correspondence Secretary shall provide every voting
member a ballot listing all the nominees for the same position
in alphabetical order and stating the geographical location of
the nominee's residence.
The Teller(s) shall render a
written report to the Nominating Committee Chairperson. The
report shall give the number of members voting and the number of
votes cast for each candidate. Votes shall be cast by secret
ballot.
ARTICLE VI - COMMITTEES
SECTION 1.
Committees and Chairpersons
The President may propose
committees and Committee Chairpersons to the Executive Board
that will advance the work of TIBCS. Committee Chairpersons may
propose additional members to help coordinate and fulfill
duties, and shall report to the Executive Board of business
conducted by the committee. The Committee Chairperson shall
report quarterly to the membership of the business conducted by
the committee. Such committees shall be subject to the final
authority of the Board.
SECTION 2.
Nominating Committee
A Nominating Committee shall be
appointed by the President on or before the first day of
February of the election year. The Nominating Committee shall be
comprised of at least three voting members, to represent the
diverse geographic locations within the membership.
The Nominating
Committee shall fulfill the duties pertaining to elections as
prescribed in ARTICLE 5 SECTION 4 of these ByLaws.
The Nominating
Committee may recommend to the Executive Board the removal of an
Officer. The recommendation for removal
of an Officer may be based on the Officer’s inappropriate acts
or inattention to duty.
SECTION
3. Termination
Any committee or Committee
Chairperson appointment may be terminated by the President with
a majority vote of the Executive Board.
ARTICLE VII - ADVISORS
SECTION 1.
Advisory Board
The Advisory
Board shall include the Immediate Past President.
Additional
members of the Advisory Board shall be appointed by the
President. There shall be a minimum of three additional members.
The Advisory
Board shall not be responsible for implementing programs or
policies but rather shall be utilized for input and advice
pertaining to a specific goal or objective defined by the
President.
The Advisory
Board shall offer guidance versus governance and shall function
as an operational board, minus legal liability and statutory
responsibility.
SECTION 2.
General Advisors
(A)
Breed Advisor
The Breed
Advisor shall advise on matters pertaining to breeding
guidelines and breed standards. The advisor shall work to
prevent controversy or inconsistency concerning the Bengal cat.
(B) Life
Advisor
The Life Advisor
is elected for life or until resignation is tendered. This
advisor shall provide guidance to the Society and assist in
special projects where needed.
ARTICLE VIII - DISCIPLINE
SECTION 1.
Authority
The Executive Board shall have final
authority over any Hearing Body of the Society. As such, it has
the power to reject any membership application or to suspend or expel
any member who has violated
the Articles of Incorporation,
By-Laws, or Code of Ethics of the Society.
SECTION 2. Complaint
Review Procedures
A separate
dispute process document shall be prepared as a supplement to
these By-Laws and shall address the following:
· Types of disputes,
· How to file a dispute, and
· Official Complaint Form.
ARTICLE IX -
AMENDMENTS
These By-Laws and the
Code of Ethics may be amended subject to the procedures outlined
herein.
SECTION 1. Procedure
The
amendment may be proposed by the Executive Board or by written
petition addressed to the Recording/Correspondence Secretary and
signed by one-fifth of the voting members. Executive Board
consideration of any such amendment(s), whether initiated by
Executive Board action or members' petition, must be brought to
the attention of all TIBCS members in the TIBCS newsletter.
SECTION 2. Voting
A copy of
proposed amendment(s) to the By-Laws or the Code of Ethics shall
be provided to each voting member. Voting must be completed not
less than forty-five days after the official date of issuance of
ballots. A two-thirds majority of votes cast must be in favor
in order to enact the amendment.
SECTION 3.
Enactment
Immediately upon vote certification by the Executive Board, the
passed amendment(s) shall be adopted.
The
results of the vote shall be published in the following TIBCS
newsletter.
ARTICLE X - INDEMNIFICATION OF OFFICERS, AGENTS, AND MEMBERS
SECTION 1.
Indemnity
The
International Bengal Cat Society, Incorporated, shall indemnify
any person who was or is a party to, or is threatened to be made
a party to, any threatened, pending, or completed action, suit,
or proceedings, whether civil, criminal administrative, or
investigative other than an action by or in the right of the
Corporation, by reason of the fact that party is or was an
Officer, Agent, or Member of the Society, or is or was serving
at the request of the Society as an Officer, Agent, or Member of
another Corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement, actually and
reasonably incurred by said party in connection with such
action, suit, or proceeding, if party acted in good faith and in
a manner party reasonably believed to be in the best interests
of TIBCS and, with respect to any criminal action or proceeding,
had no reasonable cause to believe conduct was unlawful. The
termination of any action, suit, or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere
or its equivalent, shall not of itself create a presumption that
the person did not act in good faith and in a manner which party
reasonably believed to be in the best interests of the Society.
SECTION 2. Suits By
Or In The Right Of The Society
The International Bengal Cat
Society, Incorporated, shall indemnify any person who was or is
a party to, or is threatened to be made a party to, any
threatened, pending, or completed action, suit, or proceeding by
or in the right of the Society to procure a judgment in its
favor, by reason of the fact that said person is or was an
Officer, Agent, or Member of the Society, or is or was serving
at the request of the Society as an Officer, Agent, or Member of
another Corporation, partnership, joint venture, trusts, or
other enterprise, against expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement, actually and
reasonably incurred by him in connection with the defense or
settlement of such action, suit, or proceeding, if said person
acted in good faith and in a manner reasonably believed to be
in the best interest of TIBCS. However, no indemnification shall
be made in respect of any claim, issue, or matter as to which
such person has been adjudged to be liable for negligence or
misconduct in the performance of his duty to TIBCS unless, and
only to the extent that, the court in which such action or suit
was brought determines upon application that, despite the
adjudication of liability, in view of all circumstances of the
case, such person is fairly and reasonably entitled to
indemnification for such expenses which such court deems proper.
SECTION 3. Indemnity
After Successful Defense
To the
extent that an Officer, Agent, or Member of the Society has been
successful on the merits in defense of any action, suit, or
proceeding referred to in this ARTICLE of these By-Laws or in
defense of any claim, issue, or matter therein, said person
shall be indemnified by the Corporation against expenses
(including attorneys' fees) actually and reasonably incurred by
said party in connection therewith.
SECTION 4.
Determination
Any
indemnification (unless ordered by a Court) shall be made by the
Society only as authorized in the specific case upon a
determination that indemnification of the Officer, Agent, or
Member is proper under circumstances because said person has met
the applicable standard of conduct set forth. Such determination
shall be made by the Executive Board by a majority vote of a
quorum of Officers who were not parties to such action, suit, or
proceeding, or if such a quorum is not obtainable, or even if
obtainable a quorum of disinterested Officers so directs, by
independent legal counsel in a written opinion, or by the
membership. The Society by a majority vote of the Officers who
were not parties to such action shall have the right to reject
any such claim.
SECTION 5.
Preliminary Expenses
Expenses
(including attorneys' fees) incurred in defending a civil or
criminal action, suit, or proceeding may be paid by the Society
in advance of the final disposition of such action, suit, or
proceeding as authorized in this ARTICLE. TIBCS shall have the
right to approve or reject proposed attorney.
SECTION 6. Not
Exclusive
The
indemnification provided by this ARTICLE shall not be deemed
exclusive of any other rights to which those indemnified may be
entitled under the Articles of Incorporation, these By-Laws, and
agreement, vote of membership or disinterested Officers, or
otherwise. Any rights, obligations, or procedure provided for
any of the foregoing, both as to action in official capacity
and as to action in another capacity while holding such office,
shall continue as to person who has ceased to be an Officer,
Agent, or Member, and shall inure to the benefit of heirs,
executors, and administrators of such a person.
SECTION 7.
Insurance
TIBCS may
purchase and maintain insurance on behalf of any person who is
or was an Officer, Agent or Member of the Society or any other
Corporation, partnership, joint venture, trust or other
enterprise, against any liability asserted against such party or
incurred in any such capacity or arising out of status as such,
whether or not the Society would have power to indemnify against
such liability under the provision of this ARTICLE.
SECTION 8.
Indemnity Not To Apply To Society Discipline
Not
withstanding any other provisions of this ARTICLE, TIBCS is not
obligated to indemnify any Person, Member, Officer, Agent, or
Affiliated Local Club, against expenses, fines, damages, or
sanctions imposed pursuant to ARTICLE VIII of these By-Laws.
ARTICLE XI -
DISSOLUTION
TIBCS may be
dissolved at any time by the written consent of not less than
two-thirds of the voting members. In the event of the
dissolution of TIBCS, whether voluntary or involuntary or by
operation of law, none of the property of TIBCS or any proceeds
thereof nor any assets of TIBCS shall be distributed to any
members of TIBCS. After payment of the debts of the Society,
its property and assets shall be given to a charitable
organization for the benefit of cats, selected by the Executive
Board.
ARTICLE
XII - ORDER OF BUSINESS
SECTION 1. Meetings
At
meetings of the Society and the Executive Board, the order of
business so far as the character and nature of the meeting may
permit shall be in accordance with Robert’s Rules of Order.
STANDING RULES
All
meetings shall be conducted in accordance with the latest
edition of Robert’s Rules of Order except in cases where
there is a conflict with the Society By-Laws, in which case the
By-Laws shall take precedence.
In the
event that any performance is required by the By-Laws to occur
on a weekend or legal holiday, such performance shall be deemed
in compliance if it occurs on or before the next date that is
not a weekend or legal holiday.
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