KENTUCKY ANIMAL CONTROL ASSOCIATION, INC.
ARTICLE I. NAME AND PURPOSE
SECTION 1. Name. The name of the organization shall be the Kentucky Animal Control Association, Inc., and may also be referred to as the Kentucky Animal Control Association. Said organization shall hereinafter be referred to as the “corporation.” The authorized abbreviation shall be “K.A.C.A.”
SECTION 2. Purpose. The purpose of K.A.C.A. is to improve the skills, knowledge, abilities, and image of animal control care and personnel, to improve animal control care practices, to inform the public on the nature and importance of animal control care work and to promote better laws and law-enforcement methods relating to animals.
ARTICLE II. OFFICES
The principal office of the corporation in the Commonwealth of Kentucky shall be located in the County of Jefferson. The corporation many have such other offices, within the Commonwealth of Kentucky, as the Board of Directors may designate or as the business of the corporation may require from time to time.
ARTICLE III. MEMBERS
SECTION 1. Annual Meeting. The annual meeting of the members shall be held in March of each year, beginning with the year 1990, upon a specific date to be determined by the Board of Directors, and which such date shall be advised to the members upon at least thirty (30) days notice prior to said date, at the hour of 12:00 none, for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the Commonwealth of Kentucky, such meeting shall be held on the next succeeding business day. If the determination of the membership and/or the election of Directors and/or Officers shall not be held in the month designated herein for any annual meeting of the members or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as may be practicable.
SECTION 2. Special Meeting. Special meetings of the members, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or the Board of Directors, and shall be called by the President at the request of not less than twenty-five percent (25%) of the Individual Members in good standing at the time of the request.
SECTION 3. Place of Meeting. The Board of Directors may designate any place within the Commonwealth of Kentucky unless otherwise prescribed by statute, as the place of the meeting for any annual meeting or for any special meeting called by the Board of Directors. A waiver of notice signed by all Individual Members entitled to vote at a meeting may designate any place, either within or without the Commonwealth of Kentucky, unless otherwise prescribed by statute, as the place for the holding of such meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the corporation in the Commonwealth of Kentucky.
SECTION 4. Notice of Meeting. Written notice stating the place, day and hour of the meeting and, in case of special meeting, the purpose or purposes for which the meeting is called, shall unless otherwise prescribed by statute, be delivered not less than ten (10) days before the date of such meeting, with personally or by mail, by or at the direction of the President, or the Secretary, or the persons calling the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the Individual Member at his address as it appears on the Individual Member Roll of the corporation, with postage thereon prepaid.
SECTION 5. Closing of Membership Roll or Fixing Record Date. For the purpose of determining Individual Memberships entitled to notice of to vote at any meeting of Individual Members or any adjournment thereof, or in order to make a determination of Individual Members for any other proper purpose, the Board of Directors of the Corporation may provide that the membership roll shall be closed for a stated period but not exceed, in any case, 10 days. If the membership roll shall be closed for the purpose of determining Individual Members entitled to notice of or to vote at a meeting of Individual Members, such membership roll shall be closed for at least 3 days immediately preceding such meeting. In lieu of closing the membership roll, the Board of Director may fix in advance a date as the record date for any such determination of Individual Members, such date in any case to be not more than three (3) days and, in case of a special meeting of Individual Members, not less than three (3) days prior to the date on which the particular action, requiring such determination of Individual Members, is to be taken. If the membership roll is not closed and the record date is not fixed for the determination of Individual Members entitled to notice of, or to vote at a meeting of Individual Members, the date on which notice of the meeting is mailed shall be the record date for such determination of Individual Members. When a determination of Individual Members entitled to vote at any meeting of Individual Members has been made as provided in this section, such determination shall apply to any adjournment thereof.
SECTION 6. Voting Lists. The officer or agent having charge of the membership roll of Individual Members of the corporation shall make a complete list of the Individual Members entitled to vote at each meeting of Individual Members or any adjournment thereof, arranged in alphabetical order, with the address of each Individual Member. Such list shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any Individual Member during the whole time of the meeting for the purposes thereof.
SECTION 7. Quorum. A majority of the Individual Members in good standing of the corporation entitled to vote, represented in person, shall constitute a quorum at a meeting of Individual Members. If less than a majority of the Individual Members is represented at a meeting, a majority of the Individual Members so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The Individual Members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Individual Membership to leave less than a quorum.
SECTION 8. Voting of Individual Members. Each Individual Member entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of Individual Members.
ARTICLE IV. BOARD OF DIRECTORS
SECTION 1. General Powers. The business and affairs of the corporation shall be managed by its Board of Directors.
SECTION 2. Number, Tenure and Qualifications. The number of Directors of the corporation shall be five (5). Each Director shall hold office until the next annual meeting of Individual Members and until his successor shall have been elected and qualified. The Board of Directors shall consist of the 4 officers of the corporation and the immediate past president.
SECTION 3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice that this by-law immediately after, and at the same place as, the annual meeting of Individual Members. The Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution.
SECTION 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two (2) Directors. The person or persons authorized to call special meetings of the Board of Directors may fix the place for holding any special meeting of the Board of Directors called by them.
SECTION 5. Notice. Notice of any special meeting shall be given at least ten (10) days previously thereto by written notice delivered personally or mailed to each Director at his residence address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. Any Director may waive notice of any meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because of the meeting is not lawfully called or convened.
SECTION 6. Quorum. A majority of the number of Directors fixed in Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
SECTION 7. Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
SECTION 8. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the unanimous vote of the remaining members, unless otherwise provided by law. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by election by the Board of Directors for a term of office continues only until the next election of Directors by the Individual Members.
SECTION 9. Presumption of Assent. A Director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.
ARTICLE V. OFFICERS
SECTION 1. Number. The officers of the corporation shall be a President, a Vice-President, a Secretary and a Treasurer, each of whom shall be elected by a majority vote of the Individual Members.
SECTION 2. Election and Term of Office. The officers of the corporation to be elected by the Individual Members shall be elected annually by the Individual Members at the annual meeting of the Individual Members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.
SECTION 3. Removal. Any officer or agent may be removed by the Individual Members whenever in their judgment, and by their majority vote, the best interests of the corporation will be served thereby.
SECTION 4. Vacancies. A vacancy in any office because of death, resignation, removal or disqualification or otherwise, may be filled by the Individual Members for the unexpired portion of the term.
SECTION 5. President. The President shall be the principal executive officer of the corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the corporation. He shall, when present, preside at all meetings of the Individual Members and of the Board of Directors. He may sign, with the Secretary or any other proper officer of the corporation thereunto authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws or some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President or such other duties as may be prescribed by the Board of Directors from time to time.
SECTION 6. Vice-President. In the absence of the President or in event of his death, inability, or refusal to act, the Vice-President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President shall perform such duties as from time to time may be assigned to him by the President or by the Board of Directors.
SECTION 7. Secretary. The Secretary shall: (a) keep the minutes of the proceedings of the Individual Membership meetings and of the Board of Directors meetings in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of the By-Laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under the seal is duly authorized; (d) keep a register of the post office address of each Individual Member which shall be furnished to the Secretary by such Individual Member; (e) have general charge of the membership roll of the corporation; and (f) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
SECTION 8. Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article V of these By-Laws; and (c) in general perform all the duties incident to the office of Treasurer and such duties as from time to time may be assigned to him by the President or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with surety or sureties as the Board of Directors shall determine.
ARTICLE VI. CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances.
SECTION 2. Loans. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
SECTION 3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.
SECTION 4. Deposits All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such bank, trust companies or other depositories as the Board of Directors may select.
ARTICLE VII. CLASSIFICATIONS OF AND QUALIFICATIONS FOR MEMBERSHIP.
SECTION 1. There shall be five (5) classifications of membership, which shall be known as Individual Membership, Organizational Membership, Corporate Membership, Associate Membership, and Honorary Membership.
SECTION 2. Individual Membership. To qualify as an active member of K.A.C.A. and individual should be associated with an animal control association or humane society as their primary employment. With this membership, individuals receive the K.A.C.A. Newsletter, the N.A.C.A. Newsletter, discounts on the state association annual training seminar and to the National Animal Control Association conference. In addition, this is the only membership that provides voting privileges.
SECTION 3. Organizational Membership. Organizations whose main interest is animal control and/or animal welfare are invited to join K.A.C.A. This membership entitles the organization to send one representative to the Quarterly meetings, join in discussions, but do not receive voting privileges. They also will receive on issue of the K.A.C.A. newsletter and the N.A.C.A. Newsletter, the members and staff of the membership, get to take advantage of the membership discounts for training seminars.
SECTION 3A. Corporate Membership. Organizations that provide goods and services to animal control agencies and humane societies are encouraged to join K.A.C.A. The advantages for these organizations include display space at the state association’s annual meeting, receiving the quarterly K.A.C.A. Newsletter, and an opportunity to increase associations with animal control agencies in the Kentucky area.
SECTION 4. Associate Membership. A qualified associate member is any individual who works in or is associated in the animal control and/or animal welfare field and supports the goal and objective of the organization. Associate members are entitled to attend meetings and join in discussion, but do not have voting privileges. They also receive the K.A.C.A. Newsletter, the N.A.C.A. Newsletter, and receive discounts to the annual state training seminar as well as the N.A.C.A. national conference.
SECTION 5. Honorary Membership. Any person upon whom the corporation may wish to confer special distinction in recognition of outstanding service to the corporation and/or animal control programs may be eligible for Honorary Membership. Selection to Honorary Membership shall be made by the Board of Directors by majority vote of the Board.
SECTION 6. Duties and Responsibilities of Members. It shall be the responsibility of Individual Members, Organizational Members, Associate Members, and Honorary Members. To promote the purposes of the corporation and to in no way act in opposition thereto.
SECTION 7. Application for Membership. Any person or organization which meets the above requirements for respective membership may be nominated for such membership upon application to the Individual Members at any annual or special meeting of the Individual Members.
SECTION 8. Removal. Any member may be removed for just cause from the corporation by a majority vote of the Individual Members at any annual or special meeting of the Individual Members.
SECTION 9. Dues. Annual Membership dues shall be set by majority vote of the Individual Members at any annual or special meeting of the Individual Members. Membership dues shall be due and payable at the beginning of each Fiscal Year, and failure to pay such dues shall be just cause for removal from membership.
ARTICLE VIII. FISCAL YEAR
The fiscal year of the corporation shall begin on the 1st day of July and end on the 30th day of June in each year.
ARTICLE IX. CORPORATE SEAL
The Board of Directors may provide a corporate seal which shall be circular in form and shall have inscribed there on the name of the corporation and the state of incorporation and the words, “Corporate Seal”.
ARTICLE X. WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be given to any Individual Member or Director of the corporation under the provisions of these By-Laws, or under the provisions of the Articles of Incorporation, or under Chapter 273 of the Kentucky Revised Statutes, a waiver thereof 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.
ARTICLE XI. AMENDMENTS
These By-Laws may be altered, amended or repealed and new By-Laws may be adopted by the Individual Members at any annual or special meeting of such members.
ARTICLE XII. LIQUIDATION
Any and all assets remaining after the liquidation of this organization or dissolution of this organization shall be transferred and delivered as soon as practicable to such charitable, religious, educational, or other eleemosynary institution or organization, provided that every such transferee shall be exempt from taxation under the provisions of the Internal Revenue Service Code, Section 501 (c) 3, or such similar provision as shall be in force.
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