NATIONAL ASSOCIATION OF DOG OBEDIENCE INSTRUCTORS, INC.

ARTICLE 1 – NAME

The name of the corporation shall be the National Association of Dog Obedience Instructors, Inc. (“Association” or “NADOI”), a not-for-profit corporation organized under the laws of the state of Alabama.

ARTICLE 2 – PURPOSES

The purposes of the Association shall be as defined in the Articles of Incorporation and are as follows:

A.  To join together in an Association those persons interested in dog training, the instructing of persons in dog training, and the teaching thereof.

B.  To advocate dog training by humane, effective methods and to work for the elimination of abusive and inhumane training methods.

C.  To work towards uniform and improved methods of instruction for all breeds of dogs.

D.  To provide a means of training persons as competent instructors for dog training classes.

E.  To establish standards of qualification for the recognition and designation of approved dog training instructors.

F.   To provide a means of exchange of ideas, methods and techniques in connection with dog training instruction.

ARTICLE 3 – MEMBERSHIP

SECTION 1.  Eligibility

A.  Individuals interested in dog training who support the Association’s mission and who are willing to abide by the Association’s Code of Ethics are eligible to apply for membership.

B.  An individual shall be declared a member of the Association upon completion of an application process determined by the Board of Directors and payment of any required membership dues.

SECTION 2. Classifications and Privileges

A.  Certified Members

1.  Members certified by the Association as dog training instructors and who are at least 18 years old are Certified Members (“Certified Members”). Certified Members shall have voting rights, the ability to hold office, and the ability to serve on committees in the Association.

2.  A Certified Member who is no longer practicing as a dog instructor is a Retired Member.

3.  A Certified Member who has actively and notably served the Association for a creditably long and sustained period of time and/or maintained membership for 40 continuous years, and has been designated a Life Member by the Board of Directors, shall not be required to pay dues.

4.  Certified Members will abide by the continuing education requirements as established by a majority vote of the Board of Directors.

B.  Associate Members

1.  Members who do not qualify to be Certified Members and who are at least 13 years of age are eligible to be Associate Members (“Associate Members”).

2.  Associate Members shall have all of the privileges of Certified Members, except (a) making motions at Association meetings, (b) voting at Association meetings, (c) holding office, and (d) serving on the following committees: Bylaws, Election, Ethics, Finance, or Membership. Associate Members may serve as non-voting members of all other 1

committees.

SECTION 3.  Dues

A.  Membership dues shall be set by the Board of Directors with the guidance of the Finance Committee at least three months prior to the start of the fiscal year and are due on the first day of the fiscal year.

B.  Notice of the dues amount for a given year shall be sent to each member no later than 60 days prior to the payment due date.

C.  Membership in the Association shall be canceled upon failure to pay dues within 90 days of the payment due date. Members shall receive notice at least 30 days prior to cancellation.

D.  All certifications awarded by the Association shall lapse upon cancellation of Membership. Certifications will be restored upon reinstatement of Membership.

E.  The Board may approve a payment accommodation for dues in cases of hardship. Such accommodation shall not result in the revocation of a Certified Member’s certification.

F.  Any member whose membership is canceled for failure to pay dues shall be required to apply for reinstatement on a form as prescribed by the Board of Directors. Reinstatement of a defaulted member shall be upon such terms or conditions as the Board of Directors shall prescribe by a majority vote.

SECTION 4.  Resignation

Any member may resign by giving written notice to the Association, but no refund shall be issued for dues that have been paid prior to resignation.

ARTICLE 4 – MEETINGS

SECTION 1. Meetings shall be called as follows:

A.  Any meeting(s) of the Association may be held by electronic means that comply with Alabama State Code subject to the following:

1.  A majority of the Association members shall have access to the appropriate electronic meeting media, as verified by a review of the Association’s database.

2.  The technology used for the electronic meetings shall allow the members full access to and full participation in all meeting transactions either continuously or intermittently throughout the specified time of the meeting.

3.  Procedural rules related to the conduct of electronic meetings shall be set forth in the Administrative Procedures Manual by the Board of Directors.

B.  The annual meeting of the National Association of Dog Obedience Instructors shall be held prior to May 31. The date and location shall be selected by the Board of Directors.

C.  Special Association meetings may be called at any time by the President and/or two-thirds of the Board of Directors. A special meeting must be called by the Recording Secretary if requested in writing by twenty (20) percent or more of the members in good standing. The request must state the reason for such a meeting, and the purpose for which the meeting was specifically called shall be conducted at a special meeting. The Recording Secretary shall be responsible for sending notice of such special Association meetings.

D.  Notice of each meeting shall be sent to every member in good standing to his/her address as last appearing on the records of the Association not less than thirty (30) days prior to the meeting. Notice may be given by news bulletin and shall state the time, date and place of the meeting.

E.  The quorum for annual or special Association meetings shall be 5 members in good standing.

F.   Each member certified by the Association who is in good standing shall be eligible to cast one vote on all issues brought to a vote. All issues brought to vote shall be decided by a majority vote unless a different vote is required by Robert’s Rules of Order Newly Revised or these Bylaws. Proxy voting shall not be allowed at any meetings of the Association.

G.  Any member in good standing may submit a motion(s) for action at the annual meeting, provided such motion(s) is received by the Recording Secretary at least two (2) weeks prior to the date of the annual meeting.

SECTION 2. Board of Directors Meetings

A.  Regular meetings. Unless otherwise ordered by the Board, regular meetings of the Board shall be held monthly.

B.  An annual meeting of the Board of Directors shall be held, within five (5) days of the Annual Meeting, at a time and place selected by the President.

C.  Special meetings of the Board of Directors may be called at any time by the President. A meeting must be called by the President if requested in writing by two-thirds of the Board of Directors.

D.  Notice of a Special Board meeting shall be sent in a manner approved by the Board to every member of the Board, to his/her address as last appearing on the records of the Association and shall state the time, date, and place of the meeting. Such notice shall be sent not less than three (3) days prior to the meeting.

E.  A quorum for any meeting of the Board of Directors shall be not less than five (5) of the Board of Directors.

F.   Each member of the Board of Directors shall have one (1) vote on each issue brought before the Board for voting at any Board of Directors meeting. All issues brought to vote shall be decided by a majority vote of those Directors present, except on issues requiring a two-thirds (2/3) vote in accordance with these bylaws or Robert’s Rules of Order Newly Revised.

G.  The President, without three (3) days notice and in compliance with Alabama State Code, may poll the Board of Directors on any issue appropriately before the Board by mail or electronic mail and decide the issue thereby.

H.  The Board of Directors may conduct its meetings in person or by electronic communications that comply with Alabama State Code.

ARTICLE 5 – METHODS OF BALLOTING

SECTION 1.  ELECTRONIC BALLOT. A ballot that utilizes electronic media or computerized systems for presenting the names of the offices and candidates and statements of questions to be voted on and for recording votes may be used.

SECTION 2.  BALLOT BY MAIL. An envelope pre-addressed to the chairman of the tellers shall be enclosed with the ballot. The return address on the pre-addressed envelopes shall be that of the member voting. A plain envelope shall also be enclosed with instructions to place the ballot in the plain envelope, seal it and place it in the pre-addressed envelope. The chairman of the tellers shall open all addressed envelopes and destroy them before opening the plain envelopes containing the ballots, thereby meeting the conditions of a secret ballot.

SECTION 3.  Where secret ballots are desired, electronic balloting is the preferred method. Any member may request a mail-in ballot, following the protocol established by the Board of Directors.

ARTICLE 6 – DIRECTORS AND OFFICERS

SECTION 1. The Officers and Directors of the National Association of Dog Obedience Instructors, Inc. are as follows:

A.  The governing body of the Association shall be a Board of Directors comprised of the President, Vice President, Recording Secretary, Corresponding Secretary, Treasurer and two (2) members at large, elected by the members. These members at large shall be elected from the membership of the Association with due regard for adequate representation of the membership on a geographical basis. The Board of Directors shall have full power and authority over the affairs of the Association except the election of Officers and Directors and any class of business that these Bylaws may authorize the membership to address.

B.  All elected officers of the Association must be a member in good standing. Any officer or member of the Board of Directors ceasing to be such a member shall be disqualified and his/her office shall become vacant.

C.  Officers and Board members at large shall assume office on January 1.

D.  Vacancies occurring among the officers or on the Board of Directors between annual elections of the Association shall be filled by the President, subject to the approval of a majority vote of the Board of Directors, for the balance of the term.

E.  The President may appoint a parliamentarian with the approval of the Board. The parliamentarian may be anyone who is competent to act as parliamentarian, and may serve for any necessary period. Parliamentarians who are members of the Board or of NADOI do not lose their rights to speak or vote. Skilled or professional parliamentarians may be appropriately reimbursed whether or not they are members of the Board or of NADOI.

SECTION 2. Term of office for the President will be as follows:

A.  A President shall be elected as set forth in Article 6, Section 1A. He/she shall be elected biennially and shall serve two (2) years but may serve no more than two (2) consecutive terms, or until his/her successor is duly qualified and elected.

SECTION 3. Term of office for the Vice President will be as follows:

A.  A vice-president shall be elected biennially in the year that the president is not being elected and shall serve two (2) years but may serve no more than three (3) consecutive terms or until his/her successor is duly qualified and elected.

SECTION 4. Term of office and duties of the Recording Secretary will be as follows:

A.  A Recording Secretary shall be elected as set forth in Article 6, Section 1A. He/she shall be elected biennially in the year that the president is not being elected and shall serve for a term of two (2) years or until his/her successor is duly qualified and elected. He/she shall not be eligible to serve for more than three (3) consecutive terms in this office.

B.  The Recording Secretary shall be responsible to the following duties:

1.  To keep a record (minutes) of all the proceedings of the Association.

2.  To keep on file all committee reports.

3.  To keep the Association's official membership roll and to call the roll where it is required.

4.  To make the minutes and records available to members upon request. (Any member has a right to examine the minutes of the Association at a reasonable time and place, but this privilege must not be abused to the annoyance of the recording secretary, etc. - see Robert's Rules of Order Newly Revised for a guide.)

5.  In the absence of the president and vice president, to call the meeting to order. The Recording Secretary shall preside over an election of a Chairman. If the Recording Secretary is absent, the assembly elects a Chairman to preside and the elected Chairman appoints a Secretary.

6.  To perform any other duties pertaining to a recording secretary which the President or Board may direct.

SECTION 5. Term of office and duties of the Corresponding Secretary will be as follows:

A.  A Corresponding Secretary shall be elected as set forth in Article 6, Section IA. He/she shall serve a term of two (2) years or until his/her successor is duly qualified and elected. He/she shall not be eligible to serve more than three (3) consecutive terms in this office.

B.  The Corresponding Secretary shall perform duties pertaining to a corresponding secretary which the President or Board may direct.

SECTION 6. Term of office and duties of the Treasurer will be as follows:

A.  A Treasurer shall be elected as set forth in Article 6, Section IA. He/she shall serve a term of three (3) years or until his/her successor is duly qualified and elected. He/she shall not be eligible to serve for more than three (3) consecutive terms in this office.

B.  The duly elected Treasurer shall be responsible for the following duties:

1.  Financial operation of the Association following the budget set by the Board of Directors.

2.  Secure a bond covering those employees or others in the service of the Association having access to funds to insure their fidelity in handling the funds of the Association.

3.  Be prepared to advise the Board of Directors or other committees of the Association as to the probable cost of programs of the Association, and regarding long range financial policies.

4.  Serve as Chairman of the Finance Committee of the Association, said committee being responsible for the preparation and presentation of the Annual Budget to the Board of Directors for acceptance or rejection at the first regular meeting of the Board.

5.  Send bills and statements to the membership for dues as set forth in Article 3, Section 3 of these bylaws.

6.  Give a full report of the finances of the Association at each regular Board of Directors meeting,

7.  Publish an annual statement of the finances of the Association, said statement being as of the close of the business of the fiscal year.

8.  Record all dues and fees.

9.  Pay outstanding accounts as directed.

10. Arrange for an annual audit as directed by the Board of Directors.

SECTION 7. Term of office for members at large.

A.  Two (2) members at large are to be elected to the Board of Directors as set forth in Article 6, Section I, and they shall serve for a term of two (2) years. Their terms shall be staggered so that no more than one (1) shall be up for election in any given year. Directors shall not be eligible to serve for more than three (3) consecutive terms.

ARTICLE 7 – ELECTION OF DIRECTORS AND OFFICERS

SECTION 1.  Procedures for election of Directors and Officers will be as follows:

A.  No later than March 15 of each year, the President shall announce the appointment of an Election Committee of three (3) members in good standing. Two (2) of these are to be past presidents (if their services are available), one of which is preferably the immediate past president.

B.  The names of the Election Committee shall be sent to the membership during April or shall be published in the corresponding issue of the Association's news bulletin, with a listing of the positions open for election. This notice shall also set forth the process for nominating a candidate and the requirement for a nominee to provide a letter accepting the nomination and a statement that he/she is aware of the responsibilities involved as an officer or member at large on the Board of Directors and agrees to serve if elected. No person may be a candidate for more than one (1) elective position on the Board of Directors.

SECTION 2. The Election Committee's duties shall be as follows:

A.  The Committee shall meet not earlier than June 30, but as soon thereafter as feasible and make a selection of at least one (1) candidate for each elective position that is open for election.

B.  The report of the Election Committee, setting forth the candidates selected for the offices to be filled, shall be published in the Association's news bulletin no later than September 1. The report of the Election Committee shall be final. Ballots shall be sent to the membership by October 1 and members shall have ten (10) days during which to cast their ballots with due account being taken for delivery time.

C.  In case of a tie vote between any candidates for an office or directorship, the Election Committee shall break the tie by a majority vote. The chairman of tellers shall inform the Election Committee Chairman of the results of the election immediately after the votes have been counted and verified. Should there be a tie between any candidates for the same office or directorship, the Election Committee Chairman shall immediately send the other two (2) members of the Election Committee another ballot listing only the office(s) and directorship(s) and the names of the tied candidates. If the votes of the two (2) committee members result in another tie, the Election Committee Chairman shall cast a vote to break the tie.

D.  When there is only one candidate for each office throughout the entire ballot, the Election Committee shall not be required to send the ballots to the membership but shall certify to the President that fact and the President shall declare all candidates duly elected.

ARTICLE 8 – THE ASSOCIATION YEAR

SECTION 1.  The official year and the fiscal year of the Association shall begin on the first day of January and end on the last day of December.

ARTICLE 9 – DISCIPLINARY ACTION

SECTION 1.  Procedures for suspension, revocation and disciplinary action.

A.  Any conduct of a member, of whatever classification, which violates or abuses the announced purposes of the Association, its bylaws, or its Code of Ethics, or which involves a lack of his/her own integrity, or would tend to bring discredit to the dog instructor profession generally, or which reveals lack of competency as an instructor, officer or director, is grounds for suspension, revocation of membership or other disciplinary action.

B.  All complaints against a member or substantial inquiries concerning the propriety of his/her actions shall be referred in writing to the Ethics Committee which shall determine whether reasonable and probable grounds exist for charges against him/her.

C.  If the Ethics Committee votes to present charges which might lead to suspension or revocation of membership, or other disciplinary action, said committee shall, by written resolution, specify such charges and transmit its recommendation to the Board of Directors. In the event a majority of the Board of Directors decides that the specified charges shall be brought, the Committee shall then cause them to be sent to the accused member by certified mail at the address which he/she is listed on the rolls of the Association.

D.  Such member shall have thirty (30) days after receipt of such charges to admit or deny them in writing delivered to the Recording Secretary or to resign from the Association.

E.  If, within the thirty (30) day period following his/her receipt of such charges, the member fails to respond to the charges and does not resign, the Recording Secretary shall notify the member, by certified mail, of his/her expulsion from the Association on the grounds of failure to respond, it being the intent that, regardless of the nature of the charges, failure of the accused to respond is cause for revocation of his/her membership. Refusal of delivery shall be construed as receipt.

F.   If within the thirty (30) day period, the member submits his/her resignation of membership in the Association, then the Recording Secretary shall cause his/her name to be stricken from the rolls and the matter shall be considered closed.

G.  If within the specified thirty (30) day period, the member denies the charges, he/she shall submit a written statement, within the specified time period, to the Chairman of the Board of Directors, who, in turn, shall distribute copies thereof to the members of the Board of Directors. Members of the Board of Directors shall have thirty (30) days to review the statement and forward their recommendation to the Chairman of the Board of Directors. Final action by the Board of Directors shall be taken no later than sixty (60) days from receipt of the written statement by the Chairman of the Board of Directors.

SECTION 2. Findings and procedures of the Board of Directors.

A.  The Board of Directors shall make its findings and order, and these shall be forwarded by certified mail to the accused member. Any party in interest shall have thirty (30) days from receipt of such findings and order in which to file a written petition to the Board of Directors for review. If no petition is filed, the findings and order shall at the end of the specified thirty (30) day period become final and conclusive.

B.  The Board of Directors shall establish procedures for the conduct of hearings and other disciplinary procedures consistent with this section.

C.  Notice of the revocation and suspension of any membership shall be published in the next succeeding issue of the official publication of the Association.

D.  Should any person whose membership has been suspended wish to be reinstated, he/she shall follow the same procedure as though applying for membership, after a period of six (6) months.

ARTICLE 10 – OFFICIAL PUBLICATION

SECTION 1.  There shall be an official publication of the Association.

ARTICLE 11 – COMMITTEES

SECTION 1.  The President shall be ex officio member of all committees except the Election committee, without vote.

SECTION 2.  Administrative Procedures Committee. An Administrative Procedures Committee shall be appointed by the President promptly at the beginning of each fiscal year subject to approval by the Board of Directors. It shall be the duty of this committee to maintain the Association’s Administrative Procedures Manual; receive nominations and make recommendations for Honorary Life Membership; review, update, and maintain association forms and documents; and such other general administrative duties as deemed necessary by the Board of Directors. This committee's report shall be submitted to the Association for its approval at its annual meeting.

SECTION 3.  Finance Committee. A Finance Committee composed of the Treasurer, who shall serve as chairman, and 2 other members shall be appointed by the President promptly at the beginning of each fiscal year subject to approval by the Board of Directors. It shall be the duty of this committee to prepare a budget for the fiscal year beginning the first day of January, and to submit it to the Association at its annual meeting. The Finance Committee may from time to time submit amendments to the budget for the current fiscal year, which may be adopted by a majority vote. This committee's report shall be submitted to the Association for its approval at its annual meeting.

SECTION 4.  Communications and Publications Committee. A Communications and Publications Committee shall be appointed by the President promptly at the beginning of each fiscal year subject to approval by the Board of Directors. It shall be the duty of this committee to plan, coordinate, and produce the printed and electronic publications and logo items of the Association. This committee's report shall be submitted to the Association for its approval at its annual meeting.

SECTION 5.  Ethics Committee. An Ethics Committee composed of five (5) active members of the Association, not more than one (1) of whom shall be a voting member of the Board of Directors, shall be appointed by the President promptly at the beginning of each fiscal year subject to approval by the Board of Directors. It shall be the duty of the Ethics Committee to follow procedures as set forth in Article 9, Disciplinary Action, to receive and investigate all written complaints against members. This committee's report shall be submitted to the Association for its approval at its annual meeting.

SECTION 6.  Membership Committee.

A.  A Membership Committee composed of five (5) active members of the Association, one of whom shall be a voting member of the Board of Directors, shall be appointed by the President promptly at the beginning of each fiscal year subject to approval by the Board of Directors. It shall be the duty of the Membership Committee to follow procedures set forth in Article 3 to receive and process applications for membership and applications for additional certifications. This committee's report shall be submitted to the Association for its approval at its annual meeting.

B.  The chairman or the chairman’s designee shall be a member of the Training and Education Committee.

SECTION 7.  Training and Education Committee. A Training and Education Committee shall be appointed by the President promptly at the beginning of each fiscal year subject to approval by the Board of Directors and shall include at least one member from the Membership Committee. It shall be the duty of the Training and Education Committee to create and manage educational opportunities for members, potential members, and the general public.

SECTION 8.  Other committees, standing or special, may be required from time to time as deemed necessary by the Board of Directors to carry on the work of the Association. Such a committee may be appointed by the President with the approval of the Board of Directors.

SECTION 9.  A quorum of each committee shall be a majority of that committee.

SECTION 10.  Vacancies occurring in a committee shall be replaced by appointment by the President with the approval of the Board of Directors.

SECTION 11.  Meetings of each committee shall be called by the Chairman who has been appointed by the President or elected by the committee members. These meetings may be in person or by conference using whatever electronic means that comply with Alabama State Code.

ARTICLE 13 – FINANCIAL RESERVE

SECTION 1.  It shall be the policy of the Association to establish as soon as practicable a reserve equal to two (2) year's operating budget to assure continuity of operation. Once such a reserve is established, it shall be the policy to use such surplus funds, if any, to further the purpose of the Association rather than to permit such funds to become sterile in accumulation.

ARTICLE 14 – AMENDMENTS

A.  Amendments to these Bylaw may be proposed by (1) the Board of Directors or (2) a petition signed by at least 5% of the Certified Members.

B.  All proposed amendments shall be considered at an Association meeting.

C.  Within 14 days after receipt of a proposed amendment by the Recording Secretary, the Board of Directors shall form a special Bylaws Committee. Said committee shall have a maximum of 6 months to review the amendment and provide a report and recommendation to the Recording Secretary as to the advisability of adopting the amendment. Failure to provide such a report and recommendation shall not prevent consideration of the amendment by the Association members.

D.  Upon receipt of the report and recommendation from the Bylaws Committee, the Recording Secretary shall provide the report and recommendation to the Board of Directors within 7 days and to the Association members within 14 days.

E. Proposed amendments shall be considered by the Association members at an Association meeting within 3 months after the Recording Secretary’s receipt of the Bylaws Committee’s report and recommendation. Notice of any amendment to be considered at a meeting shall be given to the members a minimum of 45 days prior to the meeting at which it is to be considered and shall be accompanied by the Bylaw Committee’s report and recommendation.

F. After the amendment is considered at an Association meeting, a ballot shall be sent to all Certified Members by mail, electronic mail, or other suitable means within 7 days, and ballots received within 30 days of such mailing shall be counted.

G. A favorable vote from at least two-thirds of the ballots cast by Certified Members is required for adoption of an amendment.

ARTICLE 15 – RULES OF ORDER

SECTION 1.  The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with the Bylaws and any special rules of order the Association may adopt.

ARTICLE 16 – DISSOLUTION

SECTION 1.  The Association may be dissolved at any time by the written consent of not less than two thirds (2/3) of the members of the Active Membership classification. In the event of the dissolution of the Association, whether voluntary or involuntary or by operation of law, after payment of the debts of the Association if such funds are available, the assets and property of the Association shall be donated to any dog interest organization which is exempt from Federal Income Tax under provision of Section 501 (c) (3) of the Internal Revenue Code, as decided by a majority vote of the remaining members in good standing.