The American King Shepherd Parent Club
The American King Shepherd Parent Club
THE AMERICAN KING SHEPHERD CLUB INTERNATIONAL, INC.
A CORPORATION NOT FOR PROFIT
PURPOSE and CORPORATE OFFICE
The Corporation is organized for the following purposes:
The purpose or purposes for which the Corporation is formed are non-charitable pursuant to Section 201 of the Not-For-Profit Corporation Law of the State of New York and are as follows: to create, form and establish a membership kennel Corporation for the advancement of breeding of the king shepherd dog and the dissemination of knowledge regarding the same to its members, the encouragement and fostering of social and recreational activities for the said members such as dog shows, exhibitions and matches; the protection of the interests of breeders and owners and the securing of legislation favorable to them; to educate the Corporation's members and to introduce and disseminate information among them regarding the king shepherd breed; to impose such membership dues and assessments as the Corporation's Board of Directors deems advisable from time-to-time; to lease or otherwise acquire premises to hold and conduct meetings and other social and recreational activities incidental or related to the foregoing; to accept, hold, invest, reinvest and administer any gifts, bequests, devises, benefits of trusts (but not to act as trustee of any trust), and property of any sort without limitation as to amount or value and to disburse or donate the income or principal thereof exclusively for the purposes of the Corporation and its members; to receive, establish and maintain a fund or funds of real or personal property, or both, and subject to any restrictions and limitations hereinafter set forth, to use and apply the whole or any part of the income therefrom and principal thereof for the purposes of this Corporation and its members as set forth herein; to borrow, solicit, collect and otherwise receive funds from private sources and to expend same in furtherance of the foregoing corporate goals and purposes; to acquire, by purchase, lease or gift, grant, devise, bequest or otherwise, lands and interests in lands in the State of New York or any other state or territory of the United States of America, and to hold, improve, employ, develop, use, and manage and deal with any real estate so acquired, and to erect, or cause to be erected, on any lands owned, held, or acquired by the Corporation, building or other structures, with their appurtenances, and to manage, operate, lease, rebuild, enlarge, alter or improve any buildings, or other structures now or hereafter erected on any lands so owned, held or occupied, and to mortgage, pledge, create a security interest in or to sell, convey, lease, exchange, transfer or otherwise dispose of lands or interests in lands, and any buildings or other structures, and any stores, shops, suites, rooms or part of buildings or other structures, at any time owned, held or leased by the Corporation; to make contracts, give guarantees and incur liabilities, borrow money at such rates of interest as the Corporation may determine, issue its notes, bonds and obligations, and to secure its obligations by mortgage, or pledge any of its property or any interest therein, wherever situated; to adopt, amend or repeal bylaws relating to the business of the Corporation, the conduct of its affairs, its rights or powers, or the rights or powers of its members, officers and/ or directors; and to exercise all powers necessary to effect any or all of the purposes for which the Corporation is organized in furtherance of the corporate purposes enumerated herein.
The Corporation may have such offices as the Board of Directors/Trustees may require. The principal office shall be located at 1023 Verbeck Avenue, Town of Schaghticoke, County of Washington and State of New York.
Section 2.1. -INTENTIONALLY OMITTED-
Section 2.2. Admission Active Member
Any person who is eighteen years or more of age, and is sponsored by a Member who is a Member in good standing of the Corporation, may apply for admission to the Corporation. The sponsor must have knowledge of the applicant, and be able to vouch for the applicant in areas of general background and moral character. Applicants shall fill out an application form and submit it to the Secretary. If the applicant is found favorable, and the requisite fees are paid, their name will be read at the next scheduled general Membership meeting where the Members may make inquiry as to the general character and fitness of an applicant and have a discussion regarding the same prior to a vote for induction into Membership into the Corporation is had. Other than the age limitations set forth herein, an applicant's creed, race, color, sex, sexual orientation, national origin, marital status, disability, military status or predisposing genetic characteristics, or other classes of persons who are or may be then protected by New York State or Federal Law shall not have a bearing on the applicant's eligibility for Membership.
Section 2.3 Honored Members.
Any person who will add prestige to the Corporation may be elected an Honorary Member by a majority vote of the Board of Directors at any regular meeting of the Board of Directors and shall be entitled to all privileges of the Corporation without payment of initiation fees or dues.
Section 2.4. Voting Rights.
Each Member in good standing shall be entitled to one vote on each matter submitted to a vote of the Members. Members may be required to produce a membership Certificate and to sign an attendance sheet with such Member's name and Membership number in order to attend a Membership and/ or Board of Directors meeting and to vote at any such meeting where Members are eligible to vote.
Suspension or Expulsion of Members.
Section 2.5. Suspension or Expulsion of Members.
If a complaint against any Member shall be brought before the Board of Directors by any other Member and filed with any Member of the Board of Directors, then such Member of the Board of Directors shall bring the matter to the notice of the entire Board of Directors within five (5) days of the date of the complaint. The Board of Directors may then, in the Board's discretion, cause an investigation to be had into the complaint. Should such investigation reveal that there was more likely than not a violation of any of the Bylaws, Rules or Policies then in effect at the Corporation, The Board of Directors shall then request that the accused Member appear before the Board of Directors and provide an explanation from the accused Member, and if the accused Member fails to explain or, after a hearing before the Board, is unable to justify his or her conduct, the Board of Directors is empowered in their sole discretion to inflict a penalty or to pass a resolution suspending or expelling the accused Member from the Corporation. Any such vote authorizing the imposition of a fine, a suspension or expulsion shall be a simple majority of the Members of the Board of Directors present at such meeting.
Grounds for Suspension.
Section 2.5(a) Grounds for Suspension.
A simple majority vote (which may be taken by electronic means) of the Board of Directors shall have power to suspend or expel Members for infractions of the Rules, Policies or of any Bylaw of the Corporation, for acts or conduct that they may deem disorderly or injurious or hostile to the interests of the objects of the Corporation, or for acts or conduct calculated to disturb the order, peace, or harmony of the Corporation or to impair the good name of the Corporation, pending a presentation of the charges under the procedures set forth under Section 2.5 herein.
Appeal by Member.
Section 2.5(b) Appeal by Member.
The offender may appeal from the sentence of suspension or expulsion, as provided in these bylaws, under the procedure set forth in Section 2.4 above.
Preliminary Notice and Hearing.
Section 2.5(b)(l) Preliminary Notice and Hearing.
Prior to the expulsion or suspension of a Member, the Member shall be entitled to a notice and hearing before the Board of Directors.
Notice of Appeal.
Section 2.5(b)(2) Notice of Appeal.
A Member expelled or suspended from the Corporation by determination of the Board of Directors may appeal such action within thirty (30) days after notice of the determination is posted on the bulletin Board, by filing with the Secretary a written notice of his or her appeal and the reasons supporting such appeal.
Section 2.5(b)(3) Time for Hearing Appeal.
All appeals shall be heard at a regular meeting of the Membership, or a special meeting to be called for that purpose by the Board of Directors, within thirty (30) days after notice of the appeal has been filed with the Secretary.
Section 2.5(b)(4) Procedure.
The President or Vice President shall preside at such meetings, and the cause of suspension or expulsion shall be reported by the Board of Directors to the Membership then in attendance, with a statement of facts on which their determination was founded. At the appeal meeting, the appellant shall present his or her defense in writing, to which one Member of the Board of Directors may reply orally. The appellant or any one Member in the appellant's behalf may then answer orally, and a Director may speak in support of the charge; thereafter, no further discussion will be allowed.
Disposition of Appeal.
Section 2.5(b)(5) Disposition of Appeal.
The presiding Officer shall then put the question to the Membership, as follows: "Shall the determination of the Board of Directors in this case be upheld?" If a majority of those Members present vote in the affirmative, the determination will stand as the final judgment of the Corporation. If less than a majority of those present vote in the affirmative, then the determination of the Board of Directors will be reversed and the appellant will be immediately restored to full Membership rights and privileges, and the Board of Directors shall be precluded from again suspending or expelling the Member for the same offense based on the same facts and occurring at the same time and place as alleged in the original complaint.
Section 2.6. Reinstatement.
On written request signed by a former Member and filed with the Secretary, the Board of Directors may, by the affirmative vote of two-thirds of the Members of the Board of Directors, reinstate such former Member to Membership on such terms as the Board of Directors may deem appropriate.
Transfer of Membership.
Section 2.7. Transfer of Membership.
Membership in this Corporation is not transferable and/ or assignable. In no event shall Membership Certificates issued by the Corporation be given to or utilized by any person other than the Member to whom issued. Upon termination of Membership, the Member shall surrender his or her Membership Certificate to the Corporation.
Termination of Membership.
Section 2.8. Termination of Membership.
Membership will terminate on the death or resignation of a Member, the Member's failure to pay dues pursuant to Section 11.3 herein, or on the Member's expulsion by the Board of Directors.
Upon such termination, any right, title, or interest of the Member in or to the property and assets of the Corporation will cease.
ARTICLE III. MEETINGS OF MEMBERS
Section 3.1. Annual Meeting.
An annual meeting of the Members shall be held in the month of December in each year, at the hour then announced, for the purpose of electing Directors and Officers and for the transaction of such other business as may come before the meeting. If the election of Directors shall not be held on the day designated in these bylaws for any annual meeting 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 is convenient and practicable.
Section 3.2. Special Meetings.
Special meetings of the Members may be called by the President, a majority of the Board of Directors, or the President may be notified to call a special meeting upon the written or electronically submitted request of a majority of current Members in good standing, and it shall be the duty of the President to call such special meeting when so notified.
Place of Meeting.
Section 3.3. Place of Meeting.
The Board of Directors may designate any place within Washington, Rensselaer or Saratoga Counties, New York, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the registered office of the Corporation in the State of New York.
Notice of Meetings.
Section 3.4. Notice of Meetings.
Written or printed notice stating the place, day, and hour of any meeting of Members shall be posted at the Corporation and either by U.S. mail, or via electronic mail or means to each Member entitled to vote at such meeting to the mailing address or electronic mailing address provided by the Member on his or her most recent annual renewal form not less than ten (10) nor more than forty-five (45) days before the date of such meeting, or in the case of a removal of one or more Directors, a merger, consolidation, dissolution, or sale, lease, or exchange of assets not less than thirty (30) nor more than forty-five (45) days before the date of such meeting, by or at the direction of the President, the Secretary, or the Officers or persons calling the meeting. In case of a special meeting or when required by these bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the Member at his or her address as it appears on the records of the Corporation.
Section 3.6. Quorum.
A simple majority of Members in good standing shall constitute a quorum for transaction of any business. Each meeting shall be called to order promptly at the hour appointed. If a quorum is not present at any meeting of Members, a majority of the Members present may adjourn the meeting from time to time without further notice.
Rules of Conduct.
Section 3.7. Rules of Conduct.
Robert's Rules of Order shall govern Membership meetings unless otherwise stated in these bylaws.
ARTICLE IV. BOARD OF DIRECTORS
Section 4.1. General Powers.
The affairs of the Corporation shall be managed by its Board of Directors. In addition, the Directors shall control the investments and property of the Corporation as well as maintenance, improvement, and construction of buildings and facilities owned by the Corporation, and as approved in accordance of these bylaws. The Board of Directors shall vote to authorize expenditures not to exceed $2,500.00, except in an emergency, for any given item not in the normal course of business of the Corporation or special project. Authorization of expenditures for projects exceeding $2,500.00 by the Corporation shall be made only at a regular or special meeting of the Board of Directors. Expenditures in excess of$2,500.00 must be approved by majority vote of the Membership at a regular or special meeting.
Number and Qualifications.
Section 4.2. Number, and Qualifications.
The number of Directors shall be nine (9). All Officers are also Directors. The immediate past President is also a Director. Directors and Officers must be Members of the Corporation in good standing prior to such Member's nomination as an Officer and/ or Director, and shall be at least eighteen (18) years of age or older.
Election, Term of Office and Removal
Section 4.2(a) Election and Term of Office:.
Directors other than Officers are elected for a two-year term, with four being elected in one year, and the other four elected the following year and shall be elected annually by the Membership at the regular annual meeting of the Members. If the election of Directors shall not be held at such meeting, such election shall be held as soon thereafter as is convenient.
Section 4.2(b) Removal.
Any Director, including any Officer, elected or appointed to the Board of Directors may be removed by a majority vote of the then present Members of the Board of Directors at a regular or special meeting of the Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby, such meeting having been noticed as required by the provisions of Section 3.4 above.
Section 4.3. Regular Meetings.
The Board of Directors shall hold regular meetings on such date and at such hour as may, from time to time, be agreed upon. A regular annual meeting of the Board of Directors shall be held without other notice than this bylaw, immediately after, and at the same place, as the annual meeting of Members. The Board of Directors may provide by resolution the time and place for the holding of additional regular meetings of the Board without other notice than such resolution.
Section 4.4. Special Meetings.
Special meetings of the Board of Directors may be called by or at the request of the President or any simple majority of the then Directors.
Section 4.5. INTENTIONALLY OMITTED
Section 4.6. Notice.
Notice of any special meeting of the Board of Directors shall be given at least fifteen (15) days prior to such meeting by written notice delivered electronically or sent by mail to each Director at his or her address as shown by the records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage prepaid. Additional notice shall be sent to such Director's electronic mail addresses then on record at the Corporation. Any Director may advise the Board of Directors in writing that he or she does not require notice of any specific meeting. The attendance of a Director at any meeting will constitute an acknowledgment that the Director received notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at the meeting need not be specified in the notice of such meeting, unless specifically required by law or by these bylaws.
Section 4.7. Quorum.
Other than as specifically provided for in these Bylaws, a simple majority of Members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, but, if less than a majority of the Directors are present at the meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
Manner of Acting.
Section 4.8. Manner of Acting.
The act of a majority of the Directors present at a meeting at which a quorum is present shall be deemed the act of the entirely of the Board of Directors, unless the act of a greater number is required by law or by these bylaws.
Section 4.10. Vacancies.
Any vacancy occurring in the Board of Directors shall be filled by the affirmative vote of a majority of the remaining Directors even if such majority shall constitute a vote of less than a quorum of the Board of Directors. A Director elected to fill a vacancy shall hold office until the next annual membership meeting at which the election of Directors is in the regular order of business and until his or her successor is elected or appointed and qualified. Any Directorship to be filled by reason of an increase in the number of Directors shall be filled by election at an annual membership meeting or at a special meeting of Members called for that purpose.
Section 4.11. Compensation.
Directors as such shall not receive any stated salaries for their services as Directors, but, by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at functions as may be found by the Board of Directors to be beneficial to the Corporation; but nothing in these bylaws shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation for such service/Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors, any Director may be indemnified for expenses and costs, including attorney's fees, actually and necessarily incurred in connection with any claim asserted against that Director, by action in court or otherwise, by reason of his or her being or having been such Director, except in relation to matters as to which he or she shall have been guilty of negligence or misconduct in respect of the matter in which indemnity is sought.
Section 4.12. Rules.
Robert's Rules of Order shall govern Directors meeting unless otherwise stated in these bylaws.
Prohibitions on Board of Directors
Section 4.13 Prohibitions.
The Corporation cannot lease or purchase real estate, without the Board of Directors first adopting a resolution recommending such action(s) and the Membership approving such recommended action at two (2) consecutive meetings of Members held at least thirty (30) days apart. The resolution shall specify the terms and conditions of the proposed transaction and shall comply with the provisions of the New York Not-For-Profit Corporation Law. The resolution shall be submitted to vote at the aforesaid meetings of Members, which may be either an annual or special meeting. Notice of such meetings shall be given to each Member by electronic mail at the electronic mail address of each Member on file with the Corporation. At each meeting by a seventy-five percent (75%) vote of the Members then present, the Members may approve the proposed transaction according to the terms of the resolution of the Board of Directors, or may approve such lease, sale, mortgage or purchase of real estate or other disposition and may authorize the Board of Directors to modify the terms and conditions thereof. The affirmative votes cast in favor of any such action shall be at least equal to the quorum. Blank votes and abstentions shall not be counted in the number of votes cast.
Section 4.14 Dissolution.
The Corporation cannot be dissolved without the Board of Directors first adopting a resolution recommending such action(s) and the Membership approving such recommended action at two (2) consecutive meetings of Members held at least thirty (30) days apart. The resolution shall specify the terms and conditions of the proposed transaction and such notice shall comply with the provisions of the New York Not-For-Profit Corporation Law. The resolution shall be submitted to vote at the aforesaid meetings of Members, which may be either an annual or special meeting. Notice of such meetings shall be given to each Member by electronic mail at the electronic mail address of each Member on file with the Corporation. At each meeting by seventy-five percent (75%) vote of the Members then present, the Members may approve the proposed transaction according to the terms of the resolution of the Board of Directors, or may approve such lease, sale, or dissolution and may authorize the Board of Directors to modify the terms and conditions thereof. The affirmative votes cast in favor of any such action shall be at least equal to the quorum. Blank votes and abstentions shall not be counted in the number of votes cast.
ARTICLE V. OFFICERS
Section 5.1. Officers.
The Officers of the Corporation shall be a President, Vice-President, a Secretary and Sergeant at Arms, a Treasurer, and such other Officers as may be elected in accordance with the provisions of this article. The Board of Directors may elect or appoint such other Officers, including one or more assistant secretaries and one or more assistant Treasurers, as it shall deem desirable, such Officers to have the authority and to perform the duties prescribed, from time to time, by the Board of Directors. Other than the offices of President and Secretary, any two offices may be held by the same person, provided that no Officer shall execute, acknowledge, or verify any instrument in more than one capacity if the instrument is required by law or by these bylaws to be executed, acknowledged, or verified by two or more Officers.
Election and Term of Office.
Section 5.2. Election and Term of Office.
The Officers of the Corporation shall be elected annually by the Membership at the regular annual meeting of the Members. If the election of Officers shall not be held at such meeting, such election shall be held as soon thereafter as is convenient. Each Officer shall hold office until his or her successor shall have been elected and qualified.
Section 5.3 - Intentionally Omitted -
Section 5.4. Vacancies.
A vacancy in any shall be filled by the appointment of the President and confirmed by a majority vote the Board of Directors at the next regularly scheduled meeting for the unexpired portion of the term.
Section 5.5. President.
The President shall be the principal executive Officer of the Corporation and shall, in general, supervise and control all of the business and affairs of the Corporation. The President shall preside at all meetings of the Members and of the Board of Directors. The President may sign, with the Secretary or any other proper Officer of the Corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments that the Board of Directors have 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 bylaws or by statute to some other Officer or agent of the Corporation. In general, the President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
Section 5.6. Vice President.
In the absence of the President or in event of an 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 on the President. The Vice President shall perform such other duties as, from time to time, may be assigned by the President or by the Board of Directors.
Section 5.7. Treasurer.
The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for money due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors and, in general, perform all the duties incident to the office of Treasurer and such other duties as, from time to time, may be assigned by the President or by the Board of Directors.
Secretary and Sergeant at Arms.
Section 5.8. Secretary and Sergeant at Arms.
The Secretary and Sergeant at Arms shall keep the minutes and records of the Corporation in appropriate books, see that all notices are given in accordance with these Bylaws or as provided by law, keep the seal of the Corporation and affix same to corporate documents, keep a list of all Directors and their mailing and e-mail addresses and, in general, pe orm all duties incidental to the office of Secretary and Sergeant at Arms and to keep order during its meetings and such other duties as may be assigned by the President or the Board of Directors.
ARTICLE VI COMMITTEES
Section 6.1 Committees.
The Board of Directors may, by resolution of a majority of the Board, establish committees of two or more directors to conduct the management of the Corporation. Other committees shall be established by the President, at his or her discretion, but may not exercise the authority of the Board of Directors in the management of the Corporation. All committees shall function in accordance with the rules and procedures established by the Board of Directors or the direction given by the President.
ARTICLE VII SEAL
Section 7.1 Seal.
The seal of the Corporation shall be in the form affixed hereto.
ARTICLE VIII AMENDMENTS
Section 8.1 Amendments.
These Bylaws may be amended or repealed by an affirmative vote of at least 75 percent of those present at a meeting of the Directors called for the purpose of acting upon such amendment.
CONTRACTS, CHECKS, DEPOSITS, AND FUNDS
Section 9.1. Contracts.
The Board of Directors may authorize any Officer or Officers, agent or agents of the Corporation, in addition to the Officers so authorized by these bylaws, to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
Checks, Drafts, or Orders for Payment.
Section 9.2. Checks, Drafts, or Orders for Payment.
All checks, drafts, or 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. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an assistant Treasurer.
Section 9.3. Deposits.
All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
Section 9.4. Gifts.
The Board of Directors may accept or reject on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation.
ARTICLE X. CERTIFICATES OF MEMBERSHIP
Certificate of Membership.
Section 10.1. Certificate of Membership.
The Board of Directors may provide for the issuance of Certificates of Membership in the form annexed hereto as a Specimen Certificate evidencing Membership in the Corporation, which shall be in such form as may be determined by the Board. The Certificate shall only be valid for Members in good standing and shall bear the seal of the Corporation. The name and address and electronic mailing address of each Member and the date of issuance of the Certificate shall be entered on the records of the Corporation. If any Certificate shall become lost, mutilated, or destroyed, a new Certificate may be issued on such terms and conditions as the Board of Directors may determine.
Issuance of Certificates.
Section 10.2. Issuance of Certificates.
If the Board of Directors shall have provided for the issuance of Certificates evincing Membership under the provisions of Section 10.1 above, when a Member has been elected to Membership and has paid any initiation fee and dues that may then be required, the Secretary or his or her designee shall issue a Certificate signifying Membership in the Corporation in the new Member's name and deliver it to the new Member.
Non-transferability of Certificates.
Section 10.3. Non-transferability of Certificates.
In no event shall Membership Certificates issued by the Corporation be transferable.
ARTICLE XI. DUES
Initiation Fee and Annual Dues.
Section 11.1. Initiation Fee and Annual Dues.
The Board of Directors may determine from time to time the amount of initiation fee, if any, and annual dues payable to the Corporation by Members.
Payment of Dues.
Section 11.2. Payment of Dues.
Dues shall be payable in advance of the first day of January each year and shall be mailed to the address of the Corporation postmarked by December 31 of the year prior to the January 1 renewal date.
Default and Termination of Membership.
Section 11.3. Default and Termination of Membership.
Any Member in default of payment of dues as set forth in Article XIII of these bylaws shall be considered delinquent and may be dropped from the Membership roll.
ARTICLE XII. AMENDMENTS
Power of Members to Amend Bylaws.
Section 12.1. Power of Members to Amend Bylaws.
The bylaws of this Corporation may only be amended, repealed, or added to, or new bylaws may be adopted by the vote of 75% of the Members present and entitled to vote at two separate, consecutive monthly meetings called for such purpose according to Section 3.4 of these by-laws.
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