NAAC By-Laws

The name of this organization shall be National American Alsatian Club™, hereinafter referred to as NAAC. The principal office of this organization shall be located in the city of: White City, County of Jackson, and State of Oregon. This organization 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.

The purposes of the NAAC, 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, training, 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, breeding, raising and training 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.

D. To encourage and foster the study and appreciation of the breed in all its aspects.

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

Section 1. Classes of membership
A. There shall be six classes of membership.
1. Regular member
2. National member
3. Breeder member
4. Trainer/Teacher member
5. Judges
6. Nonpaying member

B. All members by joining the organization agree to abide by these by-laws, the corporate charter and all rules of the organization.

Section 2. Qualifications for membership
A. A Regular member shall be any member of a local club, state organization and the national organization.

B. A National member shall be a member not belonging to a local club or state organization, but belonging directly to the National American Alsatian Club™. Dues shall be paid directly to the NAAC at the following address: 4175 Winnetka Road White City, Oregon 97503.

C. A Breeder member shall be an individual engaged in teaching 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 American Alsatian™ 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 NAAC.

D. A Trainer/Teacher member shall be an individual engaged in teaching and furthering the art of training. The trainer/teacher member must first be a member of a local club and state organization or be a National wide member. The trainer/teacher advisory board, elected at each annual American Alsatian™ gathering, shall implement a method of evaluation for the status of NAAC trainer/teachers, and may assess additional dues or fees, to be paid directly to the national organization.

E. A Judge member shall be an entity or individual engaged in business related to the furtherance of the art of breeding and training and the purposes of the organization. Judge members shall have all of the membership privileges except those provided to members of local clubs. They also have the option of joining local clubs. Dues shall be paid directly to the NAAC.

F. A Nonpaying member shall be an individual with interests in the breed. A nonpaying member may not vote.

Section 3. Multiple Memberships
A. Any individual paying local dues to more than one club in the NAAC shall be accorded full membership rights and privileges for each club to which dues are paid.

B. Only one “American Alsatian™ Quarterly” magazine shall be sent per individual, unless additional fees are paid.

C. A member joining more than one local club within the same state shall pay state organization and national organization dues only on the first membership.

D. A member joining more than one state organization shall pay national organization dues on the first membership.

Section 4. Dues
A. Dues for each class of NAAC membership shall be set by the board.

B. Annual dues payable to the local club for each regular member shall include local, state organization, and NAAC dues.

C. Dues shall be payable upon acceptance to membership, thereafter, annually by Feb 1st each year, in a time and manner set forth in the by-laws of the local club and state organization.

D. Annual national organization dues shall include the official magazine, the “American Alsatian™ Quarterly” magazine.

1. Email Quarterly shall be 10.00 per year with voting rights
2. delivered physical magazine shall be 30.00 per year with voting rights

Section 5. Disciplinary Action
A. If the conduct of any member, local club, or state organization shall in the opinion of the board, appear to be injurious to this organization or its purposes, the board may by a two-thirds vote expel such member, local club or state organization. The vote of this disciplinary action may be made by certified mail, fax or e-mail to the NAAC 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 use of the “American Alsatian™” name.

D. An affirmative vote by the board to expel a local club or state organization shall affect the dissolution of the entity, as specified in article XII.

Section 1. State Organizations
A. State organizations may be chartered by the board. As used herein, a state shall be a state of the United States or a country outside the United States.

B. Copies of state by-laws and amendments to these by-laws shall be mailed to NAAC headquarters before going into effect. By-laws shall be consistent with NAAC by-laws.

C. Each state organization must have an annual show.

D. Dues of a state organization shall be set by the state.

Section 2. Local clubs
A. Local clubs of at least six members may be chartered and maintained by a state organization, provided that the club shall not be an official part of any other organization. By-laws shall be consistent with NAAC by-laws.

B. There shall be a president, secretary, treasure, editor, historian and Bylaws chairman for every local club.

C. Bylaws shall be consistent with NAAC bylaws and shall be mailed to the state and national club for approval by their bylaws committee.

D. Dues of each local club shall be set by the local club.

Section 3. NAAC Judges and Quality Control Advisory Board
A. Members who wish to be Judges or Ring Assistance to a judge may form an organization, adopt by-laws that are consistent with NAAC by-laws, be represented on the NAAC board of directors by the Judge and Quality control advisory chairman.

B. It shall be a membership requirement of all members of an NAAC judges’ organization, which is represented under the NAAC, that each must:
1. Purchase and study the “American Alsatian™ Judge and Stewart Manual”.
2. Pass the NAAC Judgeship test.

1. Pass a background check

Section 4. NAAC Breeders
A. Members who are breeders may form an organization, adopt by-laws that are consistent with NAAC by-laws, be represented on the NAAC board of directors by the breeder advisory chairman.

B. It shall be a membership requirement of all members of a breeder organization under the NAAC. that each must:
1. Purchase a breeders manual and pass the NAAC breeders test.

1. Be approved by the board
2. Pass a background check

Section 5. NAAC Trainer/teachers
A. Members who are Trainer/teachers may form an organization, adopt by-laws that are consistent with NAAC by-laws, be represented on the NAAC board of directors by the Trainer/teachers advisory chairman.

B. It shall be a membership requirement of all members of a Trainer/teachers organization under the NAAC that each must:
1. Purchase a Trainer/teachers manual and pass the NAAC Trainer/teachers test.

1. Be approved by the NAAC board
2. Pass a background check

Section 1. Board of Directors and Duties of Board Members
A. The board of directors shall consist of the following:
1. The Founder
2. President
3. Vice President
4. Secretary
5. Treasurer
6. Historian/museum committee chair
7. Show membership committee chair

1. Finance Committee Chair
   9. Membership committee chair
   10. Magazine committee chair
2. Bylaws committee Chair

12 Nominating committee chair
13. Area Director Representative Committee chair
14. Judges advisory board chair
15. Breeder’s advisory board chair
16. Trainers advisory board chair

1. All standing committee chairman
2. All Active past Presidents

B. The executive director shall be a nonvoting member of the board, unless the context otherwise requires

C. The term “board’s’ used in these bylaws shall mean the ‘board of directors’

D. In order to maintain the status of active past president; a past president must attend meetings of the board. A past president who fails to attend two consecutive meetings of the board, without a valid excuse accepted by the board shall be reclassified as an honorary board member

E. 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.

F. All of the above officers, with 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. The NAAC Board of directors Primary Purpose

A. The board shall:

1. 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 meeting and the founder.
2. May adopt standing rules for the organization consistent with these bylaws.
3. Shall make recommendations to the organization
4. Shall perform other such duties as are specified in these bylaws.

Section 3 Board Meetings

A. 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.

B. Notice of the annual board meeting shall be mailed or emailed by the corporate secretary at least 30 days prior to a meeting.

C. 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.

D. 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.

E. 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.

Section 4 Duties and power

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

Section 5 Board action in lieu of meetings

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 6 Board Quorum

Twelve members shall constitute a quorum for the board.

Section 1. Appointment of Committee Chairman
Standing committee chairmen shall be elected by the board.

Only persons who have been members of a local club for at least two years, (nominating committee chairperson, 4years-article V, section 5 A.4) shall be eligible to serve as chairperson of a standing committee.

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.

The executive committee shall fill vacancies in committee chairmen with the approval of the board.

The founder and the chairman of the board shall be an ex-officio member of all committees except the nominating committee.

Section 2 Committees

There shall be the following committees within the NAAC

1. Historian/Museum committee
2. Show committee
3. Finance committee
4. Membership committee
5. Magazine/newsletter committee
6. Bylaws committee
7. Nominating committee

Section 1. Geographical Division

A. the organization shall be divided into twelve geographical areas, each with an area council and area director. (Actual divisions will be listed in the standing rules.)

1. United states consist of: Arkansas, California, Colorado, Connecticut, Florida, Georgia, Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Michigan, Minnesota, Mississippi, Missouri, Nebraska, New Jersey, New York, North Carolina, North Dakota, Oklahoma, Ohio, Oregon, Pennsylvania, South Dakota, Tennessee, Texas, Utah, Vermont, Virginia, Washington, Wisconsin,
2. International: Argentina, Australia, Canada, Germany, Japan, Uruguay
3. area one: Oregon, Washington, Idaho, Montana
4. area two: California, Nevada, Utah, Arizona
5. area three: North Dakota, South Dakota, Minnesota
6. area four: Wyoming, Colorado, Nebraska, Kansas
7. area five; new Mexico, Texas, Oklahoma
8. area six: Arkansas, Louisiana, Georgia, Alabama, north Carolina, south Carolina
9. area seven: Nebraska, Kansas, Missouri, Illinois
10. area eight: Tennessee, Kentucky, Indiana
11. area nine; Minnesota, Wisconsin, Iowa, Illinois
12. area ten: Michigan, Indiana, Virginia, west Virginia, Delaware, Pennsylvania, new jersey, new York
13. area eleven: Connecticut, Rhode island, Massachusetts, Vermont, new Hampshire, Maine

Article VIII

Elections

Section 1. Elections
A. Who may be elected terms/qualifications
1. Except as otherwise provided herein, persons who have been members of a local club for at least two years on June 1st of the year of election may be elected.
2. Board members (except past presidents) may not hold more than one board position during any current term of office unless there are not enough members. (This article of the bi-laws may be revised when membership increases.)
3. Except as otherwise provided, all convention/show officers and directors shall be elected at the corporate bi-annual meeting held during the annual convention/show.

B. Voting
1. 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.
2. Votes may be cast only for members.

Section 2. Vacancies
A. A vacancy in any corporate office, directorship or convention/show officer serving a term of two years, shall be filled by the board for the remainder of the term.
C. A vacancy in the office of convention/show president shall be filled by the convention/show vice-president unless there are no members of the convention/show in that case the position shall be filled by the board for the remainder of the term.

Section 1. Elections
A. Who may be elected terms/qualifications
1. Except as otherwise provided herein, persons who have been members of a local club for at least two years on June 1st of the year of election may be elected.
2. Board members (except past presidents) may not hold more than one board position during any current term of office unless there are not enough members. (This article of the bi-laws may be revised when membership increases.)
3. Except as otherwise provided, all convention/show officers and directors shall be elected at the corporate bi-annual meeting held during the annual convention/show.

B. Voting
1. 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.
2. Votes may be cast only for members.

Section 2. Vacancies
A. A vacancy in any corporate office, directorship or convention/show officer serving a term of two years, shall be filled by the board for the remainder of the term.
C. A vacancy in the office of convention/show president shall be filled by the convention/show vice-president unless there are no members of the convention/show in that case the position shall be filled by the board for the remainder of the term.

Section 1. Geographical Division
A. The organization shall be divided into twelve geographical areas, each with an area council and area director. (Actual divisions will be listed in the standing rules.)

Section 2. Area Representatives
A. There shall be (12) twelve Area Representatives who shall represent the (12) twelve areas of the National American Alsatian Club of the world.

B. Area Representatives shall belong to the Area Representative Board of which there is an Area Director who resides over this board.

C. Each Area Representative shall have their own “Board” composed of six representatives who reside in their area. (When the membership in that area develops).

D. Each of the Eleven Area Representatives (excluding the Area Director Representative) shall serve as

Area Board or Committee Members as follows:
1. Museum promotion member who shall sit on the historian/museum committee.
2. Museum exhibit member who shall sit on the historian/museum committee.
3. Publication/newsletter member who shall sit on the magazine committee.
4. Demonstrations member who shall sit on the trainers/teachers advisory board.
5. Nominating committee member who shall sit on the nominating committee.
6. Training promotion member who shall sit on the Trainers/teachers advisory board.
7. Elderly and disabled education committee member who shall sit on the Trainers/teachers advisory board.
8. Obedience trials promotion member who shall sit on the Trainers/teachers advisory board.
9. State show promotions member who shall sit on the Show committee.
10. Breed promotions and publicity member who shall sit on the Breeders advisory board.
11. Education of companion dogs to the public member who shall sit on the Trainers/teachers advisory board.

D. Area Representatives shall be elected at meetings by members present from their respective areas. These elections shall be held in conjunction with the annual convention/shows of their own areas. (Each of the twelve areas must hold an annual show/get-together in which they will hold their elections. This must be included in each area’s by-laws.)
E. Persons who have been members of a local club for at least two years may be elected and serve as an area representative of their own area in which they reside.
F. Members do not have to be present to be nominated or elected to serve as an area representative.
G. Area Representatives shall be elected for two-year terms.

Section 3. Duties of Area Representatives
A. Each Area Representative shall or may appoint someone from among their board to:
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/him.
4. Assist all groups in ensuring equality
5. Act as liaison with the board.
6. Coordinate: state organizations, the NAAC headquarters, the annual convention/show and publication of the “American Alsatian™ Quarterly” magazine.

Section 1 Fiscal year

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. Notwithstanding 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.

Section 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 none of its assets shall at any time be distributed to any organization which are not charitable or educational within the meaning of section 501c3 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.

Section 1 Roberts Rules

The rules contained in current edition of Robert's 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

SECTION 1. Article I and Article II of these bylaws may be amended only upon amendment of the Articles of Incorporation.

SECTION 2. These bylaws may be amended at any Corporate Annual Meeting. A. By a two‐thirds vote provided that:

1. Notice of the amendment has been submitted in the notice of the Corporate Annual Meeting.
2. The amendment shall have been proposed by the Board or by any five State Organizations that have furnished the Convention President and the Corporate Secretary with written copies of the proposed amendment at least 120 days prior to the meeting.
3. By a four‐fifth vote without notice having been given.

SECTION 1. FORM AND MANNER OF NOTICE 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 giving 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 Unless otherwise 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 notice.

SECTION 1. INDEMNIFICATION- 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 “proceeding”), 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 Oklahoma 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, ERISA 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, this Organization shall indemnify any such person seeking indemnification in connection with a proceeding (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 hereby 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- If a claim under Section 1 of this Article is not paid in full by this Organization within 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.

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. NONEXCLUSIVITY OF RIGHTS- 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, provision of the certificate of incorporation, bylaw, agreement, vote of disinterested Directors or otherwise.

SECTION 4. INSURANCE- 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.

Revised: June 26th 2013 White City, Oregon (Jane Denny, Lois Schwarz, Jennifer Stoeckl)