ARTICLE I
Section 1. Name. The name of the organization shall be: GroomTeam USA, Inc. (hereinafter, “GroomTeam”).
Section 2. Object. To act as a non-profit organization that is in existence to encourage continued education, growth, pride and the competitive spirit within the pet styling industry. GroomTeam will tabulate and record the accumulation of points by competing groomers in GroomTeam sanctioned competitions according to current published point system.
Section 3. Offices. The principle office of the organization shall be in the State of Michigan.
Section 4. Parliamentary Authority. Robert’s Rules of Order, Newly Revised, shall govern the proceedings of GroomTeam in all cases not provided for in the bylaws, or in the Standing Rules.
ARTICLE II
MEETINGS OF THE BOARD OF DIRECTORS
Section 1. Meetings of the Board of Directors. Meetings of the Board of Directors (hereinafter, the “Board”) will be held at least 4 times in a calendar year. To be determined by the board prior to the annual meeting. The fourth meeting shall be held by December, 31st at a place and time designated by the Board. These meetings shall be held for the purpose of the transaction of such business as may come before the meeting, commencing December, 2001. Said business shall be submitted in writing to the Board at least 30 days prior to the annual meeting date, with copies to each Board member, the secretary/treasurer.
Section 2. Special Meetings. Special meetings of the Board may be called by or at least at the request of any Director and must be agreed upon by at least three of the five Directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the state of Michigan, as the place for holding special meetings of the Board as called by them.
Section 3. Place of Meeting. The Board may designate any place, either within or without the State of Michigan, as a place of meeting for any meeting or special meeting called by the Board.
Section 4. Notice of Meeting. Written notice stating the place, day, and hour of any meeting of Directors shall be delivered, either personally, by mail or electronically to each member entitled to vote at such meeting, by the Secretary or other persons calling the meeting. In case of a special meeting or when required by statute or 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/her address as it appears on the records of the organization with postage thereon prepaid. If emailed, the notice of a meeting shall be deemed delivered if no notification from the electronic postmaster regarding “returned undeliverable” is received and a request for notification of opening of the document is received.
Section 5. Notice of Special Meetings. Notice of any special meeting of the Board shall be given by written notice delivered personally or sent by mail, telegram, or electronically to each Director at his/her address as shown by the records of the organization. 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/her address as it appears on the records of the organization with postage thereon prepaid. If emailed, the notice of a meeting shall be deemed delivered if no notification from the electronic postmaster regarding “returned undeliverable” is received and a request for notification of opening of the document is received. If notice is sent by telegram, such notice shall be deemed delivered when the Telegraph Co. sends the telegram. Any Director may waive notice of any meeting. The attendance of any Director at any meeting shall constitute a waiver of notice of such meeting. A Director may attend a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specified by law or by these bylaws or by Article 1, Section 4 of these bylaws.
Section 6. Informal Action by Members. Any action required by law to be taken at a meeting of the Directors, or any action which may be taken at a meeting of the Directors, may be taken without a meeting if consent in writing, setting forth the action so taken shall be signed by 3/5ths of the members entitled to vote with respect to the subject matter thereof.
Section 7. Quorum. A Quorum at meetings shall consist of 3/5ths Directors. If less than a majority of the Directors is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
Section 8. Manner of Acting. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board, unless the act of a greater number is required by law or by these bylaws.
Section 9. Proxies. At any meeting of Directors, a member entitled to vote may vote either in person or by proxy executed in writing by the member or his/her duly authorized attorney-in-fact. No proxy shall be valid after one (1) month from the date of its execution unless otherwise provided in the proxy.
ARTICLE III
BOARD OF DIRECTORS
Section 1. General Powers. Its Board comprised of five individuals appointed and voted on by the existing Board shall manage the affairs of the organization.
Section 2. Election of Directors. Active Board members shall be entitled to elect new board members by written, mail in ballot, prior to the annual December meeting, date pre-determined by the Board.
Section 3. Number, Tenure and Qualifications. The number of Directors shall be no more than five (5). Each Director shall hold office for three (3) consecutive years, not to excide two consecutive terms. After which they will need to step down and not hold an office for one (1) year. This does not preclude a current or former board member from holding a non-voting office.
Section 4. Regular Meetings. Four (4) regular meetings of The Board will take place annually without other notice than this bylaw. The Board may provide by resolution the time and place, either within or without the State of Michigan, for the holding of additional regular meetings of the Board without other notice than such resolution.
Section 5. Vacancies. Any vacancy occurring in the Board, and any Directorship to be filled may be filled by the affirmative vote of the remaining Directors. A Director thus elected to the Board to fill a vacancy shall be elected for the unexpired term of his/her predecessor in office.
Section 6. Compensation. Directors, as such, shall not receive any stated salaries for their services, but by resolution of the Board, a fixed sum annually and limited expenses of attendance, if any, may be allowed for attendance at each regular or special board meeting; but nothing herein contained shall be construed to preclude any Director from serving the organization in any other capacity and receiving compensation therefore.
ARTICLE IV
OFFICERS
Section 1. Officers. The officers of the organization shall be Secretary, Treasurer or other officers as may be elected from the standing board in accordance with the provisions of this article. The Board may elect or appoint such other officers, including various administrative and operational officers, such officers to have the authority and perform the duties prescribed, from time to time, by the Board. The same person may hold any two or more offices.
Section 2. Election and Term of Office. The Board shall elect officers of the organization at a meeting of the Board. New officers may be created and filled at any meeting of the Board. Each officer will hold office for one (1) year at which time the Board may reinstate or elect a replacement.
Section 3. Removal. Any officer elected or appointed by the Board may be removed by the Board whenever, in its judgment, the best interest of the organization would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.
Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise may be filled by the Board for the unexpired portion of the term.
Section 5. Treasurer. If required by the Board, the Treasurer shall give a bond for the faithful discharge of his/her duties in such sum and with such surety or sureties, as the Board shall determine. He/she shall have charge and custody and be responsible for all funds and securities of the organization; from any source whatever, and deposit all monies in the name of the organization in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Article VII of these bylaws; 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 to him/her by the Board. The Treasurer, as such, shall not receive any stated salaries for his/her services, but by resolution of the Board a fixed sum per year of office and limited expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; but nothing herein contained shall be construed to preclude any Treasurer from serving the organization in any other capacity and receiving compensation therefore.
Section 6. Secretary. The Secretary shall keep the minutes of the meetings of the Board, in one or more books provided for that purpose; see that all notices are given in accordance with the provisions of these bylaws or as required by law; be custodian of the organizations records and of the seal of the organization and see that the seal of the organization is affixed to all documents, the execution of which on behalf of the organization under its seal is duly authorized in accordance with the provisions of these bylaws; keep a register of the post office address of each member which shall be furnished to the secretary by each member; and 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/her by the Board. The Secretary, as such, shall not receive any stated salaries for his/her services, but by resolution of the Board a fixed sum per year of office and limited expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; but nothing herein contained shall be construed to preclude any Secretary from serving the organization in any other capacity and receiving compensation therefore.
Section 7. The Board retains the right to appoint positions as needed.
ARTICLE V
COMMITTEES
Section 1. Committees of Directors. The Board, by resolution adopted by a majority of the Directors in office, may constitute and appoint one or more committees, each of which shall consist of one or more Directors, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board in the management of the organization except that no such committee shall have the authority of the Board in reference to amending, altering or repealing the bylaws; electing, appointing or removing any member of any such committee or any Director or officer of the organization; adopting a plan of merger or adopting a plan of consolidation with another organization; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the organization; authorizing the voluntary dissolution of the organization or revoking the proceedings therefore; adopting a plan for the distribution of the assets of the organization; or amending, altering or repealing any resolution of the Board which by its terms provide that it shall be not amended, altered or repealed by such committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board, or any individual Director, of any responsibility imposed upon it or him by law.
Section 2. Other Committees. Other committees and advisory boards not having and exercising the authority of the Board in the management of the organization may be established in such manner as may be designated by a resolution, adopted by a majority of the Directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, the members of each such committee shall be members of the organization and the Directors of the organization shall appoint the members thereof. The Directors whenever in their judgment thereof may remove any member; the best interests of the organization shall be served by such removal.
Section 3. Terms of Office. Each member of a committee shall continue as such until the next meeting of the Board and until his/her successor is appointed unless the committee shall be sooner terminated, or unless such member be removed from the committee or unless such member shall cease to qualify as a member thereof.
Section 4. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of original appointments.
Section 5. Quorum. Unless otherwise provided in the resolution of the Board designating a committee, a majority of the whole committee shall constitute a quorum and the act of the majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
Section 6. Rules. Each committee may adopt rules for its own government not inconsistent with these bylaws or with rules adopted by the Board pursuant to Article 1, Section 4.
ARTICLE VI
Code of conduct and disciplinary actions
A code of conduct, sportsmanship rules and disciplinary actions shall be set forth by the BOD and shall be considered as part of procedures and protocol.
ARTICLE VII
CONTRACTS, CHECKS, DEPOSITS, AND FUNDS
Section 1. Contracts. The Board may authorize any officer or officers, agent or agents of the organization, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instruments in the name of and on behalf of the organization, and such authority may be general or confined to specific instances.
Section 2. Checks, Drafts, etc. The Treasurer shall sign all checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the organization. In the absence of the Treasurer such instruments shall be signed by such officer or officers, agent or agents of the organization and in such manner as shall from time to time be determined by resolution of the Board.
Section 3. Deposits. All funds of the organization shall be deposited from time to time to the credit of the organization, in such banks; trust companies or other depositories as the Board may select.
Section 4. Gifts. The Board may accept on behalf of the organization any contribution, gift, bequest or devise for the general purposes or for any special purpose of the organization.
ARTICLE VIII
BOOKS AND RECORDS
The organization shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board and committees having any authority of the Board, and shall keep at its registered or principle office, a record giving the names and addresses of the members, Directors and officers. Any board member, or his/her agent or attorney may inspect all books and records of the organization, for any purpose at any reasonable time.
ARTICLE IX
FISCAL YEAR
The fiscal year of the organization shall begin on the first day of January and end on the last day of December in each calendar year.
ARTICLE X
WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of the Michigan Non-Profit Organization Act or under the provisions of the bylaws of the organization or Article 1, section 4, 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
AMENDEMENTS TO BYLAWS
These bylaws may be altered, amended or repealed and new bylaws may be adopted by a majority of the Directors present at any meeting or at any special meeting, if at least 30 day’s written notice is given or intention to alter, amend or repeal, or to adopt new bylaws at such meeting pursuant to Article 1, Section 4 of these bylaws.
ARTICLE XII
DISSOLUTION
The organization may be dissolved at any time by written unanimous consent of the Board. After payment of all debts of the organization, it’s property and assets shall be distributed to such charitable or civic organizations as shall be approved by a majority of those Board Members in attendance at a Board Meeting.
rev 12/22