ARTICLE I. NAME AND LOCATION
The name of this Association shall be GRAND KORUMAK ASSOCIATION® (GKA), and its office locations shall be remote. Transactions of official business may be located at such places as the Board of Directors designates.
ARTICLE II. ENACTMENT
The date of Enactment is February of 2023.
ARTICLE III. BUSINESS AND PURPOSE
Section 1.
The principal business and purpose of this Association shall be to unite those individuals and breeders engaged in the development of the Grand Korumak® (GK) into an affiliated association operating under a breed standard for true exemplary working performance, to promote the mutual interests and ideals of members, and to develop and recommend procedures to protect breeders and owners of the GK.
Section 2.
To carry out these objectives, the GKA shall have the following authority:
a. To encourage, promote, foster, and advance the interests of its members engaged in the development of the GK, and focus on bringing their natural qualities to perfection;
b. To urge the members and breeders to accept the GK standard of the breed as approved, and the only standard of excellence by which the GK shall be evaluated, while encouraging cooperative working relationships among individuals engaged in the breeding of the GK;
c. To facilitate the exchange and dissemination of breed-specific information relating to the GK, as the Board of Directors;
d. To study and recommend the adoption of consistent policies and procedures devised to ensure the accuracy of all records concerning the parentage and lineage of GKA offspring; to protect against the spread of genetic disorders; to recommend guidelines to ensure the rearing of quality livestock guardian dogs;
e. To develop a "Code of Ethics" and encourage the adherence of members to high standards of integrity in the conduct of breeding and best business practices;
g. To cooperate with other related industry stakeholders, educational institutions, and governmental agencies in the pursuit of livestock guardian dog enhancement and successfulness in small acreage farming;
j. In general, to engage in such activities in connection with or incidental to the foregoing which are not prohibited by law and are deemed to be in the best interests and welfare of the GK and GKA members.
ARTICLE IIII. TYPE OF CORPORATION
Section 1.
The GKA shall not be conducted or operated for profit, and no part of any profits or remainder from dues or donations to the GKA shall be inured to the benefit of any member or individual.
Section 2.
The GKA is formed for the purposes and with the powers authorized under the laws of the State of Colorado dealing with not-for-profit businesses.
ARTICLE V. MEMBERSHIP
Section 1. Membership Classifications
There shall be two membership classifications:
Regular Members: Any due-paying individual, organization, or company anywhere in the world in any way related to owning a registered GK as a non-breeding pet or non-breeding livestock guardian dog.
Breeder Members: Any due-paying individual, organization, or company anywhere in the world in any way related to owning and promoting registered GKs. A breeder’s dogs will meet the GKA standard, health testing, and proof of working ability.
Section 2. Application Procedures
No individual or farm shall be accepted for any type of membership until an application, with the specified membership application fee, has been filed and the applicant approved for specified membership by action of the Board of Directors or designee of the Board. If any applicant for membership is denied membership by action of the Board of Directors or designee, the applicant will be entitled to the same proceedings called for in regard to the removal of members.
Section 3. Reclassification
A request for reclassification within membership status is subject to the member meeting the standards of the membership classification that the member would like to transfer, and must receive approval from the Board of Directors or designee.
Section 4. Conduct of Member
Regular members agree to not breed. Breeder members shall comply with the code of ethics of the GKA, and conduct their business in such a manner so as to not be guilty of any offense which affects the interest of good governance or perception of the GKA.
Section 5. Removal
Any member who fails to comply with membership requirements and conduct may be removed from membership by the Board of Directors by majority vote. For any cause other than non-payment of dues, removal shall occur only after the member has been advised of the complaint or allegations filed against him/her and has been given a reasonable opportunity to appear and defend themselves before the Board.
ARTICLE VI. Board of Directors
Section 1. Number
Management of the GKA shall be vested in a Board of Directors consisting of three or more Directors. These Directors shall represent regions throughout the United States. Vacancies shall be filled by a board vote with a majority ruling. Formal meetings will have a preset agenda, and a minimum quorum of board members must be in attendance.
Section 2. Purpose
The GKA Board of Directors will function primarily as an organized group that actively engages its members and handles the institution of member ideas. In addition, the board will organize and carry out general management of office details, breed promotion, genetic development, breed education, conflict resolution, and encourage excellence in breed management and business practices.
a. Perform any and all duties imposed on them collectively or individually by law, by the articles of incorporation, or by these bylaws;
b. Appointments and removals, provided in these bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents, and employees of the corporation;
c. Supervise all officers, agents, and employees of the corporation to assure that their duties are performed properly;
d. Meet at such times and places as required by these bylaws.
Section 3. Term of Office
The Directors shall be elected for annual terms that may be re-elected by the Board of Directors at each annual meeting with no restriction on consecutive terms.
Each retiring officer shall turn over to his/her successor in office all properties and records relating to that office at the time or within thirty days thereafter if the retiring member is not present.
Section 4. Qualifications
Only those persons who are actively engaged in the actual management or operation of a breeding program shall be eligible to serve on the Board of Directors. If an individual, after election to the Board of Directors no longer meets these qualifications, his/her right to serve on the Board of Directors shall be automatically terminated and the Board of Directors shall then be entitled to fill the vacancy. If there is a dispute as to whether a director meets the above-mentioned qualifications, the decision of a majority of the membership of the Board of Directors shall be binding as to whether a director still meets the required qualifications.
Section 5. Compensation
Directors shall serve without compensation except that a reasonable fee may be paid to directors for attending regular and special meetings of the board. In addition, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties. Any payments to directors shall be approved in advance. Any outsourcing of duties or positions will be voted upon by the board.
Section 6. Board Meetings
a) The first meeting of the Board shall be held within the month of January following the election. The Board shall meet a minimum of four (4) times a year (quarterly).
b) The Board may also conduct business (voting) by teleconference, mail, messaging, or E-mail.
Section 7. Board Reports
Reports of all Board Meetings are to be published in the newsletter.
ARTICLE VII. OFFICERS
Section 1. Election and Term
The general officers of this GKA shall be Chairman of the Board, Vice Chairman of the Board, a Secretary, and a Treasurer who shall be elected annually by the Board of Directors at the reorganization meeting of the Board (except in the case of a vacancy). The Chairman of the Board and Vice Chairman of the Board shall be elected from the Board of Directors.
The board will vote annually to determine whether a Director will be reinstated or asked to resign. An officer may be removed at any time by a majority vote of the Board of Directors.
Section 2. Duties
The duties of the respective officers shall be as follows:
The Chairman of the Board shall preside at all meetings of the GKA and of the Board of Directors, appoint all committees (but no committee shall have more than five members unless more are approved by vote of the Board of Directors), be an ex-officio member of all committees, and have general supervision over the affairs of the GKA.
The Vice Chairman of the Board shall, in the absence of the Chairman of the Board, or in his/her inability to act, have all the powers and perform all the duties of the Chairman of the Board.
The Secretary shall keep a true and correct record of the proceedings of all meetings of the members and of the Board of Directors. He/She shall countersign and affix the seal of the GKA to such papers and documents as shall be required; provided that the Board of Directors may authorize any officer of the GKA to perform this duty unless prohibited by law.
The Treasurer shall supervise the accounting procedures adopted for the control of the money and other property of the GKA, require the preparation of such periodic accounts, statements, etc. as the Board of Directors may from time to time designate. GKA accounts shall be audited and certified at the end of each fiscal year by a recognized firm of certified public accountants approved by the Board.
Section 3. Executive Director
The Board of Directors shall further appoint a chief administrative officer who shall be designated as President of the GKA and shall be charged with the general administrative supervision of the affairs of the GKA. Such person shall serve at the pleasure of the Board of Directors. A majority vote of the membership of the Board of Directors shall prevail as to the employment or termination of the President.
Section 4. Additional Officers and Duties
The Board of Directors may provide for the appointment of such other additional officers or assistant officers as they may deem desirable or necessary for the best interests of the GKA; and may require all officers to perform such additional or other duties as shall from time to time be required by the Board of Directors, or as may be prescribed by the Bylaws.
Section 5. Combined Offices
Whenever the Board of Directors so orders, any two (2) offices (the duties of which do not conflict) may be held by one person.
ARTICLE VIII: Finances
Section 1: Dues and Voting Rights
The Board shall establish the membership dues of the GKA on an annual basis.
Membership dues for the ensuing year shall be payable on or before the first day of January of each year.
Section 2: Expenditures
Expenditures of ten percent (10%) of the Club account balance or Five Hundred Dollars ($500), whichever is greater, shall require the Board’s approval.
Section 3. Signatures
Execution of contracts, checks, promissory notes, bills of exchange, and other instruments calling for the payment of money, which shall be issued by the GKA, shall be signed by such officers as the Board of Directors may from time to time designate.
Section 4. Contracts
The Board of Directors may authorize any officer, or officers, agent or agents, to enter into any contracts, execute, or deliver any type of legal document in the name of and on behalf of the GKA. Such authority may be general or confined to specific instances.
Section 5. Loans
Any loans of indebtedness issued shall be accomplished only by approval of the Board of Directors. Such authority may be general or confined to specific instances.
Section 6. Checks and Drafts
All checks, drafts, or other orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the GKA, shall be signed by such officer of the GKA and in such a manner as shall from time to time be determined by resolution of the Board of Directors.
Section 7. Bank Deposits
All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the GKA in such banks as the officers or Board of Directors may select.
ARTICLE IX: Dissolution
The GKA may be dissolved at any time by the written consent of not less than two-thirds of the members. In the event of the dissolution of the GKA whether voluntary or involuntary or by operation of the law, none of the property of the GKA nor any proceeds thereof nor any assets of the GKA shall be distributed to any members of the GKA, but after payment of debts of the GKA its property and assets shall be distributed evenly between the founding members.