BYLAWS OF THE
RED SETTER FOUNDATION, Ltd.
Article I: Name and Location
A. Name: This organization, incorporated under the laws of the State of Wisconsin, shall be known as “Red Setter Foundation, Ltd,” hereafter referred to as “RSF.”
Article II: Purpose
A. Purpose: The general purpose of the RSF is to receive and administer funds for educational, scientific, literary, and charitable purposes within the boundaries of rule 501(c)(3) and its subparts of the IRS code, including:
a. The administration of funds donated for educational, scientific, literary, or charitable purposes
b. The making of distributions for such purposes in accordance with the terms of donations, bequests, or devises to the RSF not inconsistent with the purposes of the RSF and the National Red Setter Field Trial Club.
Other long-range objectives, as well as intermediate goals may be established by the Board of Directors of RSF from time to time in order to aid the organization in the development of its primary goals.
B. Dissolution of The Foundation: In the case of dissolution of the RSF or the distribution of the RSF property, any real, personal or mixed property of the RSF is dedicated to the Field Trial Hall of Fame and the Hall of Fame shall be deemed to have vested in it all the legal and beneficial interest in the title to the real, personal or mixed property of the RSF, including all rights and franchises relating to said property.
Article III: Membership
A. Membership: The RSF shall have no members other than the persons elected members of the Board of Directors, as set forth in Article IV E and G elsewhere, who shall be considered to be members of the RSF for the purposes of any statutory provision or rule of law relating to members of a nonprofit corporation.
B. Associates: The Board of Directors may provide for the creation and recognition of associates of the RSF to be known as RSF Associates in its discretion. Such RSF Associates will have no authority to act for or incur any liability against the RSF, and will have no vote in the corporate affairs of the RSF.
C. Qualification For Membership: Members of the RSF must
a) Be active and current members of the National Red Setter Field Trial Club
b) Subscribe to the purposes and goals of the National Red Setter Field Trial Club and the RSF
c) Agree to abide by the bylaws of the National Red Setter Field Trial Club and the RSF
d) Has not been convicted of a felony in a U.S. Court of Law
e) Has not committed any material breach of his/her fiduciary duties
f) Shall not be “professionals” who receive remuneration for training and handling field trial dogs.
D. Voting Rights: Each member in good standing shall be entitled to cast one vote with respect to those matters submitted to the members for action or approval. There shall not be any voting of members by proxy. Associate members shall have no voting rights. Votes may be taken by voice, show of hands, or by written ballot. Voting members shall have no right to cumulate their votes.
E. Membership dues: There shall be no dues or assessments imposed upon or required by members of the RSF.
F. Meeting times: An annual meeting of the RSF shall be held during, and at the location of, the National Championship of the National Red Setter Field Trial Club, at a time and place set by the Chair of the Board of Directors.
G. Special Meetings: Special Meetings of the Board of Directors may be held when deemed necessary by the Chair, such as at the National Shooting Dog Championship location of the National Red Setter Field Trial Club. Prior notification, agenda, time and place shall conform to these bylaws as noted for the regular meeting.
H. Quorum: At any meeting a simple majority of the members of the Board of Directors shall constitute a quorum.
I. Agenda: An agenda regarding the order of business at the annual meeting shall be developed by the Chair and submitted to the Board of Directors at least 45 days prior to the meeting, for approval. It shall include, but not be restricted to, the following:
1. Reading of the minutes of the last meeting.
2. Reading of reports (Treasurer, Audit, etc.)
3. Unfinished business.
4. New business.
J. Termination of Membership: The membership of any member or Associate member of the RSF will terminate upon the member’s death, resignation, expulsion, or failure to maintain membership in the National Red Setter Field Trial Club for any reason. Members terminated as a result of expulsion or failure to maintain membership in the National Red Setter Field Trial Club may not renew their membership in the RSF without obtaining the affirmative vote of a minimum of 2/3 of the Board of Directors of the RSF.
K. Suspension and Expulsion: Any member or Associate member may be suspended or expelled from membership in the RSF with or without just cause upon the affirmative vote of at least 2/3 of the Board of Directors if, in the discretion of the Board as indicated by such vote, such suspension or expulsion would be in the best interests of the RSF or the National Red Setter Field Trial Club. Nothing in these bylaws shall be construed as granting to any member a continued membership or expectation of membership in the RSF.
Article IV: Directors
A. Powers: The Board of Directors of the RSF shall have the power to:
a. Appoint, elect, and/or remove officers as needed for efficient operation of the Foundation
b. To conduct, manage, and control the affairs of the RSF
c. To manage all funds and property, real and personal, received and acquired by the RSF, and to distribute, loan or dispense the same or the income and profits thereof.
B. Voting: The method of voting shall be determined by the Board of Directors on each issue.
C. Number of Directors: The number of Directors constituting the Board shall be a minimum of five (5) and maximum of seven (7).
D. Qualifications for office: All members of the Board of Directors shall be U.S. citizens and shall be at least 18 years of age.
E. Election of Directors: All directors/members of the RSF shall be elected by the voting members of the National Red Setter Field Trial Club.
F. Directors shall serve for three (3) years, except that in the initial establishment of the RSF, the Directors shall draw lots to establish terms of one, two, or three years so as to stagger the terms of the Board. In the event of termination of a Director due to death, incapacity, resignation, or removal, a replacement Director shall be appointed by the President of the National Red Setter Field Trial Club. The replacement Director shall serve the remainder of the year’s term, at which time a new Director will be elected by the voting members at the next Annual meeting of the National Red Setter Field Trial Club.
H. Nomination Committee: At least 45 days prior to the Annual meeting of the RSF, a nomination committee consisting of members of the Board of Directors of the National Red Setter Field Trial Club shall meet and prepare a list of suitable candidates for election to the RSF. This list shall be presented at the Annual meeting of the National Red Setter Field Trial Club, and voting for any needed Directors of the RSF shall take place at the general membership meeting of the National Red Setter Field Trial Club.
I. Committees: The Board of Directors may establish standing or special committees as needed to effectively conduct the business of the RSF. Committee members may be members of the RSF or Associate members.
J. Official Action When Not In Session: All matters which may be determined by the Board of Directors, and any question, motion, or resolution upon which the Chair or Secretary may desire the decision of the Board, when not on session, may be submitted to each member of the Board in writing by mail, or by electronic format such as electronic email, text message, fax, or other. Each member of the Board shall, within twenty-one (21) days thereafter, file their decision or vote. A majority vote of the members of the Board shall determine all matters and questions so submitted with the same force and effect as if determined at a meeting by the members of the Board in question. The Secretary shall submit to each member of the Board all arguments or evidence advanced for and against the questions submitted to the Board by mail, or by electronic format such as electronic email, text message, fax, or other.
K. The Board of Directors shall elect Officers to more effectively conduct the business of the RSF as follows:
a. Chair: In addition to the other powers conferred by these By-laws, the Chair shall preside over all annual meetings and special meetings of the Board of Directors.
b. Vice Chair: The Vice-Chair shall perform all the duties assigned by the Chair. In case of the Absence, Removal, Resignation or Disability the latter shall assume the duties of the Chair.
c. Secretary: The Secretary shall attend and keep the minutes of all Annual and Special Meetings of the RSF, and shall have such other and further powers and duties as may be delegated by the Board of Directors.
i. The Secretary shall carry on the general correspondence of the RSF, and shall notify members of their election, suspension, expulsion, or other penalties that may be provided for by the Board of Directors.
ii. The Secretary shall send copies of the By-laws to newly elected active members and to each newly elected member of the Board of Directors.
iii. The Secretary shall have general charge of the records, certificates of eligibility and books of the RSF, and upon election of a successor, shall deliver all of the same to said successor. All books and records of the Secretary shall at any and all reasonable times be open to the inspection and examination of any officers and members of the Board of Directors of the RSF and the National Red Setter Field Trial Club.
d. Treasurer: The Treasurer shall have custody of all the funds and securities of the RSF which shall come into the RSF possession and shall have the power to endorse on behalf of the RSF all checks, drafts, and other commercial paper to the credit of the RSF in a bank approved by a majority of the Board of Directors. Such bank must be a member of the Federal Reserve and of the Federal Deposit Insurance Corporation. The Treasurer may, with the consent of a majority of the Board of Directors, invest surplus funds of the Corporation in United States Government or other satisfactory securities.
i. The Treasurer shall sign all receipts and vouchers on behalf of the RSF and shall also sign all checks or drafts for the payment of bills or expenses of the RSF, and for the disbursement of its funds.
ii. The Treasurer shall keep a full and accurate account of all monies received or paid out on behalf of the RSF, and upon the election of a successor shall deliver all records, books or accounts and funds to said successor.
iii. The Treasurer shall perform such other acts incident to the position of Treasurer as may be delegated by the Board of Directors. The Board of Directors may, at any time, require the Treasurer to give bond for the faithful discharge of duties, and accounting for the funds that shall come into the Treasurer’s possession in such sum and condition as the Board of Directors may require.
iv. The Treasurer shall direct all donations made to the RSF in any amount of $500 or more to be deposited in a risk-free security, such as a certificate of deposit or similar security within 30 days of receipt of such monies.
L. The dissolution of any securities held by the Foundation shall be done only by a majority vote of the Board of Directors.
M. Major expenditures shall require approval by a majority of the Board of Directors. Major expenditures are any expenditures exceeding $500.
N. The fiscal year for the Foundation shall be January 1 to December 31.
O. Salary & Allowances: No officer may receive payment for their services. The Board of Directors may pay any Officer an allowance for legitimate expenses for maintenance of office, clerical, and stenographic help in such amount as it deems proper. Officers shall draw no salary, except as herein noted.
Article V: Administration of Donations
A. Donations: All donations of any nature shall be used for such purposes as the Board of Directors of the RSF shall direct. Donations may include, but are not limited to bequests and devises of deceased persons. The Board of Directors has the right to refuse any donation made or offered to the RSF.
B. Donation Use: All donations are to be used subject to the confines of these bylaws.
C. Segregation of Funds: No donation shall be required to be separately invested or held unless the donor so directs, unless necessary to do so to prevent tax disqualification or is required by law. The Board may elect to segregate funds in its sole discretion.
D. Improper Donor Directions: The Board may refuse the donation of a fund if such donation would be contrary to the goals and purposes of the RSF. However, such donations may be accepted if, after advising with legal counsel, it is determined that conditions and/or directions of the donation need not be followed.
E. Distribution of Funds: The Board of Directors may direct distributions of RSF funds to such persons, organizations, governmental bodies, or other agencies or entities when, in the opinion of the Board, such distributions will further the educational, scientific, literary, or charitable functions of the RSF and the National Red Setter Field Trial Club. The distribution of such funds may be derived from funds gained through donor contributions, investments, or from principle funds in existing accounts, at the discretion of the Board.
F. Prohibited Activities: The RSF shall make no activity in opposition to tax laws; it shall not lobby or otherwise attempt to influence legislation or participate in any political or judicial campaign of any candidate for public office; it shall not distribute funds to the benefit of any RSF member or National Red Setter Field Trial Club member; it shall not discriminate on grounds of race, color, national origin, or gender; it shall not make any investments, purchases, or other business dealings that would jeopardize it’s nonprofit tax status; it shall not participate in any activity or action that is prohibited by the National Red Setter Field Trial Club
G. Reporting: The Board of Directors shall, at minimum, direct an annual audit of all financial holdings and make such report to the membership of the National Red Setter Field Trial Club in writing, through notice in the Flushing Whip, or otherwise. Such audit shall be conducted by an audit committee composed of the Treasurer of the RSF, the Treasurer of the National Red Setter Field Trial Club, and one additional member each from the Board of Directors of the RSF and the National Red Setter Field Trial Club, respectively.
Article VI: Amendments
A. Amendments: The By-laws of this RSF may be amended by the Board of Directors, upon approval by a two thirds vote of the members present of the National Red Setter Field Trial Club, at any Annual Meeting, or at any Special Meeting called for the purpose, or by a membership vote taken of the members by mail, or by electronic format such as email, text message, fax, or other, as herein elsewhere provided.
1. Effective Date: These By-laws shall be effective from and after the 9th day of February 2008.
2. All previously existing Bylaws are hereby repealed.
We, the undersigned Chair and Secretary of the Red Setter Foundation, LTD., do hereby certify that the above and foregoing By-Laws were adopted by the majority vote of the Board of Directors this Ninth day of February 2008.
R. Allen Fazenbaker
Michael A. Jacobson