Membership Information

MISSION STATEMENT -- TALCOTT MOUNTAIN AGILITY CLUB, INC.

It shall be the mission of Talcott Mountain Agility Club, Inc. to educate both its members and the public at large about the sport of dog agility by holding seminars, training sessions and classes and by sponsoring fun matches, run-throughs and sanctioned matches and trials.

CONSTITUTION AND BYLAWS -- TALCOTT MOUNTAIN AGILITY CLUB, INC.

CONSTITUTION

ARTICLE I
SECTION 1. The name of the club shall be Talcott Mountain Agility Club, Inc.

SECTION 2. The objects of the club shall be:

To further the advancement of all purebred breeds;

To do all in its power to protect and advance the interests of agility trials
and to encourage sportsmanlike conduct at such events;

To conduct agility trials under the rules and regulations of The American Kennel Club;

To disseminate knowledge, conduct classes in and promote the training of purebred dogs;

To encourage the training of judges.

SECTION 3. The club shall not be conducted or operated for profit and no part of any profits or remainder or residue from dues or donations to the club shall inure to the benefit of any member or individual.

SECTION 4. The members of the club shall adopt and may from time to time revise such bylaws as may be required to carry out these objects.

BYLAWS

ARTICLE I
General

Name. The name of the Corporation is Talcott Mountain Agility Club, Inc.
(the "club").

Principal Office. The principal office of the club shall be located at
24 Grant Street, Vernon, Connecticut 06066, or such other place as the Board of Directors may from time to time designate for the transaction
of corporate business.

Purpose. The Club is organized and shall be operated exclusively for the following religious, charitable, scientific, literary or educational purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1986, as amended (the "Code"): (a) promoting the training of purebred
dogs; (b) disseminating knowledge regarding agility; (c) conducting classes for the training of dogs and their handlers; (d) encouraging the training of judges; (e) holding and supporting agility trials and agility matches under the rules and regulations of the American Kennel Club; (f) promoting cooperation and good sportsmanship among its members in the training
and exhibition of dogs; and (g) engaging in such other lawful acts and activities consistent with the foregoing for which corporations may be organized under the Connecticut Revised Nonstock Corporation Act (the "Act").

ARTICLE II

Membership

Membership. The club shall be a membership Corporation. The members of the club shall be known as "members."

Classes, Qualifications, Voting Rights. The club shall have one class of members open to all persons 18 years of age and older who are in good standing with the American Kennel Club and who subscribe to the purposes of the club. The following shall govern club memberships:

1. The club shall have three categories of membership: Individual memberships, junior memberships and Family memberships and each shall have a separate dues structure.

2. An individual membership means that the single named person is a member in good standing.

3. A family membership means that all people of the member's immediate family are members in good standing and each can participate in all club activities. Only those family members 18 and older can vote or hold office. Immediate Family members include one spouse and all children 10 years of age and older who are under the legal guardianship of the parent member.

4. A junior membership means that the single named person is between the ages of 10 and 17 and is a member in good standing. A junior member cannot vote or hold office.

5. Any family member can participate in all club activities excluding voting at club elections, which shall be restricted to family and individual members 18 years of age or older.

6. All club rules and bylaws apply to all individuals in the immediate family member category. If any individual member of a family membership fails to adhere to the club bylaws and rules of conduct, they (the family) risk jeopardizing their membership status as defined in the bylaws.

7. As with any Individual member, all immediate family members over the age of 18 may run for any office of the club. Family members under the age of 18 years are prohibited from voting or being elected an officer of the club.

Dues. Membership dues shall not exceed $25 for individual members, $40 for family members and $15 for junior members and shall be payable on or before the first day of February of each year. No member may vote whose dues are not paid for the current year. During the month of December, the Treasurer shall send to each member a statement of dues for the ensuing year.

Election to Membership. Each applicant for membership shall apply on a form as approved by the Board of Directors and which shall provide that the applicant agrees to abide by the certificate of incorporation and bylaws of the Club and the rules of the American Kennel Club. Accompanying the application, the prospective member shall submit dues payment for the current year. All applications are to be filed with the membership chairperson. The Board of Directors of the Club may adopt and amend from time to time the rules which shall apply to the application and approval process for club membership, including the reading of applications, the timing of voting on applications and the voting requirements for approval of membership applications.

Termination of Membership. Memberships may be terminated as follows:

By resignation. Any member in good standing may resign from the club upon written notice to the secretary; but no member may resign when in debt to the club. Dues obligations are considered a debt to the club and they are incurred on the first day of each fiscal year.

By lapsing. A membership shall be considered lapsed and automatically terminated if such member's dues remain unpaid sixty (60) days after the first day of February. However, the board of directors may grant an additional period to such delinquent members in meritorious cases. In no case may a person whose dues are unpaid be entitled to vote at any club meeting.

By expulsion. A membership may be terminated by expulsion as provided in Article VII of these bylaws.

ARTICLE III

Meetings and Voting

Club Meetings; Quorum; Required Vote. General meetings of the club shall be held at least six (6) times yearly in the Greater Hartford area at such an hour and place as may be designated by the board of directors. The secretary shall notify the members of each meeting in writing, by first class mail, postage prepaid, at least ten (10) days before the date of each meeting. The quorum for such meetings shall be 20% of the members of the Club in good standing.

Special Club Meetings. Special club meetings may be called by the president, or by a majority vote of the members of the board of directors who are present and voting at any regular or special meeting of the board of directors; and shall be called by the secretary upon receipt of a petition signed by five (5) members in good standing of the club. Such meetings shall be held in the Greater Hartford area at such place, date and hour as designated by the board of directors. The secretary shall notify the members of such a meeting in writing, by first class mail, postage prepaid, at least ten (10) days prior to the meeting. The notice shall state the purpose of the special meeting. No other club business may be transacted at this meeting. The quorum for such a meeting shall be twenty percent (20%) of the members in good standing.

Board Meetings; Quorum. Meetings of the board of directors shall be held at least six (6) times yearly in the Greater Hartford area at such hour and place as designated by the board of directors. The secretary shall notify the members of the board of directors of each meeting in writing, by first class mail, postage prepaid, at least ten (10) days before the date of each meeting. The quorum for such meeting shall be a majority of the board.

Special Board Meetings. Special meetings of the board may be called by the president and shall be called by the secretary upon receipt of a written request signed by three (3) members of the board. Such meeting shall be held in the Greater Hartford area at such place, date and hour as may be designated by the person authorized to call such meetings. The secretary shall notify the members of the board of such a meeting in writing, by first class mail, postage prepaid at least five (5) days prior to the meeting. Any such notice shall state the purpose of the meeting and no other business shall be transacted at that meeting. The quorum for such a meeting shall be a majority of the board.

Voting. Each member shall be entitled to one vote on any matter submitted to members for action, except that in the case of family memberships, each family is entitled to a maximum of two (2) votes per household and the two (2) voting individuals must be 18 years of age or older. Members may not vote by proxy at any club meeting or election.

ARTICLE IV

Directors and Officers

Board of Directors. The business, property and affairs of the club shall be under the care and management of the board of directors which may exercise all such powers and do all such things as may be exercised or done by the club. The board of directors shall approve all capital expenditures in excess of $1,000 and approve all contracts and leases.

Number and Term of Office. The board shall be comprised of not less than five (5) and no more than fifteen (15) persons, all of whom shall be members in good standing. The officers, who shall also be members of the board, shall be elected for one-year terms at the club's annual meeting. The other directors shall serve two-year terms with one-half (1/2) of the board members (rounded to the nearest whole number) being elected at each annual meeting.

Officers. The club's officers, consisting of the president, vice-president, secretary, treasurer and membership chairperson, shall serve in their respective capacities both with regard to the club and its meetings and the board and its meetings.

The president shall preside at all meetings of the club and of the board, and shall have the duties and powers normally appurtenant to the office of president in addition to those particularly specified in these bylaws.

The vice-president shall have the duties and exercise the powers of the president in case of the president's death, absence or incapacity.

The secretary shall keep a record of all meetings of the club and of the board and of all matters of which a record shall be ordered by the club; have charge of the correspondence, notify members of meetings, notify officers and directors of their election to office, keep a roll of the members of the club with their addresses, and carry out such other duties as directed by the board.

The membership chairperson shall distribute and receive membership applications, notify new members of their election to membership and carry out such other duties as directed by the board.

The treasurer shall collect and receive all monies due or belonging to the club. Monies shall be deposited in a bank designated by the board, in the name of the club. The books shall at all times be open to inspection by the board and a report shall be given at every meeting on the condition of the club's finances and every item of receipt or payment not previously reported; and at the annual meeting an accounting shall be rendered of all monies received and expended during the previous fiscal year.

Vacancies. Any vacancies occurring on the board or among the officers during the year shall be filled until the next annual election by a majority vote of all the then members of the board at its first regular meeting following the creation of such vacancy, or at a special board meeting called for the purpose, except that a vacancy in the office of the president shall be filled automatically by the vice-president and the resulting vacancy in the office of vice-president shall be filled by the board.

Removal. A director may be removed from office at any time with or without cause by a majority vote of the directors then in office or by a majority vote of the members. An officer may only be removed for just cause, following the procedures set out for expulsion set out in Article VII.

Resignation. Any director or officer may resign at any time by giving his or her resignation in writing to the president, treasurer, secretary or any other officer or director of the corporation.

ARTICLE V

The Club Year, Annual Meeting, Elections

Club Year. The club's fiscal year shall begin on the first day of February and end on January 31st. The club's official year shall begin immediately at the conclusion of the election at the annual meeting and shall continue through the election at the next annual meeting.

Annual Meeting. The annual meeting shall be held at the first meeting of the club year in the month of February at which officers and directors for the ensuing year shall be elected by secret ballot from among those nominated in accordance with the provisions of this article. They shall take office immediately upon the conclusion of the election and each retiring officer shall turn over to his or her successor in office all properties and records relating to that office within thirty (30) days after the election.

Elections. The nominated candidate receiving the greatest number of votes for each office shall be declared elected. The nominated candidates for other positions on the board who receive the greatest number of votes for such positions shall be declared elected.

Nominations. No person who has not been nominated may be a candidate in a club election. During the month of November, the board shall select a nominating committee consisting of three members and two alternates, not more than one of whom may be a member of the board of directors. The Secretary shall immediately notify the committeemen and alternates of their selection. The board shall name a chairman for the committee and it shall be such person's duty to call a committee meeting, which shall be held on or before December 1.

The committee shall nominate one candidate for each office and positions on the board and, after securing the consent of each person so nominated, shall immediately report their nominations to the secretary in writing.

Upon receipt of the nominating committee's report, the secretary shall mail written notice of the nominated candidates to each member at least two (2) weeks prior to the January meeting.

Additional nominations may be made at the January meeting by any member in attendance, provided that the person so nominated does not decline when their name is proposed, and provided further that if the proposed candidate is not in attendance at this meeting, the proposer shall present to the secretary a written statement from the proposed candidate signifying willingness to be a candidate. No person may be a candidate for more than one position. The secretary shall notify the members of all such additional nominations after this meeting.

Nominations cannot be made at the annual meeting or in any manner other than as provided in this section.

ARTICLE VI

Committees

Committees. The board may each year appoint standing committees to advance the work of the club in such matters as training and education, agility matches, agility trials, trophies, annual prizes, membership, and such other matters as may be well served by a committee. Such committees shall always be subject to the final authority of the board. Special committees may also be appointed by the board to aid it on particular projects.

Chairmen. The chairman of each committee shall serve for a term of one year and may be reappointed to as many additional terms as is mutually acceptable by the president and the committee chair. Members of such committees and chairmen need not be members of the board of directors, but must be members of the club.

Termination. Any committee appointment may be terminated by a majority vote of the full membership of the board upon written notice to the appointee; and the board may appoint successors to those persons whose services have been terminated.

ARTICLE VII

Discipline

American Kennel Club Suspension. Any member who is suspended from the privileges of the American Kennel Club automatically shall be suspended from the privileges of this club for a like period.

Charges. Any member may prefer charges against a member for alleged misconduct prejudicial to the best interest of the club. Written charges with specifications must be filed in duplicate with the secretary together with a deposit of $25, which shall be forfeited if such charges are not sustained by the board following a hearing. The secretary shall promptly send a copy of the charges to each member of the board or present them at a board meeting, and the board shall first consider whether the actions alleged in the charges, if proven, might constitute conduct prejudicial to the best interest of the club. If the board considers that the charges do not allege conduct which would be prejudicial to the best interests of the club, it may refuse to entertain jurisdiction. If the board entertains jurisdiction of the charges, it shall fix a date for a hearing by the board not less than three weeks or more than six weeks thereafter. The secretary shall promptly send one copy of the charges to the accused member by registered mail together with a notice of the hearing and an assurance that the defendant may personally appear in his own defense and bring witnesses if he wishes.

Board Hearing. The board shall have complete authority to decide whether counsel may attend the hearing, but both complainant and defendant shall be treated uniformly in that regard. Should the charges be sustained after hearing all the evidence and testimony presented by the complainant and defendant, the board may, by a majority vote of those present, reprimand or suspend the defendant from all privileges of the club for not more than six months from the date of the hearing. And, if it deems that punishment insufficient, it may also recommend to the membership that the penalty be expulsion. In such case, the suspension shall not restrict the defendant's right to appear before his fellow members at the ensuing club meeting which considers the board's recommendation. Immediately after the board has reached a decision, its finding shall be put in written form and filed with the secretary. The secretary, in turn, shall notify each of the parties of the board's decision and penalty, if any.

Expulsion. Expulsion of a member from the club may be accomplished only at a meeting of the club following a board hearing and upon the board's recommendation as provided in this article. Such proceedings may occur at a regular or special meeting of the club to be held within sixty (60) days but not earlier than thirty (30) days after the date of the board's recommendation of expulsion. The defendant shall have the privilege of appearing on his own behalf though no evidence shall be taken at this meeting. The president shall read the charges and the board's finding and recommendation, and shall invite the defendant, if present, to speak on his own behalf if he wishes. The members shall then vote by secret ballot on the proposed expulsion. A two-thirds (2/3's) vote of those present and voting at the meeting shall be necessary for expulsion. If expulsion is not so voted, the board's suspension shall stand.

ARTICLE VIII

Amendments

Amendments. Amendments to the certificate of incorporation and bylaws of the club may be proposed by the board of directors or by written petition addressed to the secretary signed by 20 % of the membership in good standing. Amendments proposed by such petition shall be promptly considered by the board of directors and must be submitted to the members with recommendations of the board by the secretary for a vote within three months of the date when the petition was received by the secretary.

Voting; notice. The certificate of incorporation and bylaws may be amended by a two-thirds (2/3's) secret vote of the members present and voting at any regular or special meeting called for the purpose, provided the proposed amendments have been included in the notice of the meeting and mailed, postage prepaid, to each member at least two weeks prior to the date of the meeting.

ARTICLE IX

Dissolution

The club may be dissolved at any time by the written consent of not less than two-thirds (2/3's) of the members. In the event of the dissolution of the club other than for purposes of reorganization, whether voluntary or involuntary or by operation of law, none of the property of the club nor any proceeds thereof, nor any assets of the club shall be distributed to any members of the club, but after payment of debts of the club, its property and assets shall be given to a charitable organization as defined by section 501(c)(3) of the Internal Revenue Code for the benefit of dogs selected by the board of directors.

ARTICLE X

Loans, Checks and Deposits

Loans. No loans shall be contracted on behalf of the club and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors. Such authority may be general or confined to specific instances.

Checks, Drafts, etc. All checks, drafts or order for the payment of money, notes, bills or exchange and other evidences of indebtedness issued in the name of the club shall be signed or endorsed with the signatures or facsimile signatures of such officers or agents of the corporation as the board shall from time to time designate by name or title, or in lieu of any action by the board, as the president shall designate.

Deposits. All funds of the club not otherwise employed shall be deposited from time to time to the credit of the club in such banks, trust companies or other depositories as the board may select or, in lieu of any action by the board, as the treasurer may select.

ARTICLE XI

Corporate Records and Financial Statements

Corporate Records. The Club shall keep at its principal place of business a copy of its Certificate of Incorporation and any amendments thereto, an original or a copy of the minutes of the meetings of the members and the board of directors and any committees of the board; its bylaws, including all amendments thereto, certified by the secretary; and a membership list giving the name and address of each member.

Financial Statements. At intervals of not more than twelve months the club shall prepare a balance sheet showing its financial condition as of a date not more than four months prior thereto and a statement of receipts and disbursements respecting its operations for the twelve months preceding such date.

Annual Report. The board shall cause to be prepared and shall present at the annual meeting of the members an annual report. The annual report shall be filed with the minutes of the meetings of the members.


ARTICLE XII

Miscellaneous Provisions

Execution of Contracts. Subject to the provisions of Article X, the board of directors may authorize any officer or officers and any agent or agents to enter into any contract or execute any instrument in the name of, and on behalf of, the club, and such authority may be general or limited to specified instances. No officer, agent or employee shall have any power or authority to bind or obligate the club by any commitments, contract or engagement, or to pledge its credit or render it liable for any purpose or in any amount unless duly authorized by the board of directors.

Compensation for Services. No director shall receive compensation for services rendered to the club in such capacity. However, the club may pay reasonable compensation to any person, even if such person is also a director or officer of the club, for personal services (including, but not limited to, education, artistic, legal, clerical, training, judging and investment management services) which are reasonable and necessary to carry out the purposes of the club, and may reimburse any such person for expenses actually incurred in connection with the rendition of such services. The board of directors shall determine the amount of compensation or reimbursement that shall be paid.

ARTICLE XIII

Order of Business

13.1 Order of Business. At meetings of the club, the order of business, so far as the character and nature of the meeting may permit, shall be as follows:

Roll Call
Minutes of last meeting
Report of President
Report of Secretary
Report of Treasurer
Reports of Committees
Election of officers and board
(at annual meeting)
Election of new members
Unfinished business
New business
Adjournment

13.2 At meetings of the board, the order of business, unless otherwise directed by majority vote of those present, shall be as follows:

Reading of minutes of last meeting
Report of Secretary
Report of Treasurer
Reports of Committees
Unfinished business
New business
Adjournment

ARTICLE XIV

Parliamentary Authority

14.1 The rules contained in the current edition of "Robert's Rules of Order, Newly Revised," shall govern the club in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any other special rules of order the club may adopt.

Dated at Manchester, Connecticut this 14th day of September, 2002.