The National American Alsatian Club
Corporate Records

National American Alsatian Club Bylaws

  • Adopted: February 22, 1987 Oxnard, California
  • Revised: February 22, 2005 White City, Oregon
  • Revised: February 22, 2006 White city, Oregon
  • Revised: April 24, 2013: Lois Schwarz, Jane Denny, Jennifer Stoeckl, white city, Oregon

Name/Location

The name of this organization shall be National American Alsatian Club™, hereinafter referred to as NAAC. The principal office of this organization shall be located in the city of: White City, County of Jackson, and State of Oregon. This organization may have such other offices, either within or without the state of Oregon, at such other places as the board may from time to time designate or as the business of this organization may require.

Purpose of the NAAC

The purposes of the NAAC, as fully stated in the articles of incorporation, are exclusively educational, charitable, and scientific. They are specifically:

  1. To study, teach, judge, promote and disseminate principles and information on the subject and art of breeding, training, showing and educating its members and the public concerning the breed of companion dog known as the American Alsatian.
  2. To improve and develop the skills of individuals in the care, breeding, raising and training of American Alsatians™.
  3. To collect, preserve and exhibit in a museum and library, for the benefit of the general public, the History of the Breed.
  4. To encourage and foster the study and appreciation of the breed in all its aspects.
  5. To facilitate cooperation among other individuals and organizations interested in advancing the scientific art of breeding, training and showing of canines.

Membership

Classes of membership

  1. There shall be six classes of membership.
    1. Regular member
    2. National member
    3. Breeder member
    4. Trainer/Teacher member
    5. Judges
    6. Nonpaying member
  2. All members by joining the organization agree to abide by these by-laws, the corporate charter and all rules of the organization.

Qualifications for membership

  1. A Regular member shall be any member of a local club, state organization and the national organization.
  2. A National member shall be a member not belonging to a local club or state organization, but belonging directly to the National American Alsatian Club™. Dues shall be paid directly to the NAAC at the following address: 4175 Winnetka Road White City, Oregon 97503.
  3. A Breeder member shall be an individual engaged in teaching and furthering the art of breeding. The Breeder member must first be a member of a local club and state organization or be a National member. The Breeder advisory board, elected at each annual American Alsatian™ gathering, shall implement a method of evaluation for the status of NAAC breeders, and may assess additional dues or fees, to be paid directly to the NAAC.
  4. A Trainer/Teacher member shall be an individual engaged in teaching and furthering the art of training. The trainer/teacher member must first be a member of a local club and state organization or be a National wide member. The trainer/teacher advisory board, elected at each annual American Alsatian™ gathering, shall implement a method of evaluation for the status of NAAC trainer/teachers, and may assess additional dues or fees, to be paid directly to the national organization.
  5. A Judge member shall be an entity or individual engaged in business related to the furtherance of the art of breeding and training and the purposes of the organization. Judge members shall have all of the membership privileges except those provided to members of local clubs. They also have the option of joining local clubs. Dues shall be paid directly to the NAAC.
  6. A Nonpaying member shall be an individual with interests in the breed. A nonpaying member may not vote.

Multiple Memberships

  1. Any individual paying local dues to more than one club in the NAAC shall be accorded full membership rights and privileges for each club to which dues are paid.
  2. Only one “American Alsatian™ Quarterly” magazine shall be sent per individual, unless additional fees are paid.
  3. A member joining more than one local club within the same state shall pay state organization and national organization dues only on the first membership.
  4. A member joining more than one state organization shall pay national organization dues on the first membership.

Dues

  1. Dues for each class of NAAC membership shall be set by the board.
  2. Annual dues payable to the local club for each regular member shall include local, state organization, and NAAC dues.
  3. Dues shall be payable upon acceptance to membership, thereafter, annually by Feb 1st each year, in a time and manner set forth in the by-laws of the local club and state organization.
  4. Annual national organization dues shall include the official magazine, the “American Alsatian™ Quarterly” magazine.
    1. Email Quarterly shall be 10.00 per year with voting rights
    2. delivered physical magazine shall be 30.00 per year with voting rights

Disciplinary Action

  1. If the conduct of any member, local club, or state organization shall in the opinion of the board, appear to be injurious to this organization or its purposes, the board may by a two-thirds vote expel such member, local club or state organization. The vote of this disciplinary action may be made by certified mail, fax or e-mail to the NAAC chairman of the board.
  2. At least sixty days prior to taking action a written copy of the complaint must be provided to the board, and to the member, local club, or state organization, and a reasonable opportunity given for the entity in question to be heard, not to exceed 60 days.
  3. An entity so expelled must discontinue use of the “American Alsatian™” name.
  4. An affirmative vote by the board to expel a local club or state organization shall affect the dissolution of the entity, as specified in article XII.

Constituent Organizations

State Organizations

  1. State organizations may be chartered by the board. As used herein, a state shall be a state of the United States or a country outside the United States.
  2. Copies of state by-laws and amendments to these by-laws shall be mailed to NAAC headquarters before going into effect. By-laws shall be consistent with NAAC by-laws.
  3. Each state organization must have an annual show.
  4. Dues of a state organization shall be set by the state.

Local clubs

  1. Local clubs of at least six members may be chartered and maintained by a state organization, provided that the club shall not be an official part of any other organization. By-laws shall be consistent with NAAC by-laws.
  2. There shall be a president, secretary, treasure, editor, historian and Bylaws chairman for every local club.
  3. Bylaws shall be consistent with NAAC bylaws and shall be mailed to the state and national club for approval by their bylaws committee.
  4. Dues of each local club shall be set by the local club.

NAAC Judges and Quality Control Advisory Board

  1. Members who wish to be Judges or Ring Assistance to a judge may form an organization, adopt by-laws that are consistent with NAAC by-laws, be represented on the NAAC board of directors by the Judge and Quality control advisory chairman.
  2. It shall be a membership requirement of all members of an NAAC judges’ organization, which is represented under the NAAC, that each must:
    1. Purchase and study the “American Alsatian™ Judge and Stewart Manual”.
    2. Pass the NAAC Judgeship test.
    3. Pass a background check

NAAC Breeders

  1. Members who are breeders may form an organization, adopt by-laws that are consistent with NAAC by-laws, be represented on the NAAC board of directors by the breeder advisory chairman.
  2. It shall be a membership requirement of all members of a breeder organization under the NAAC. that each must:
    1. Purchase a breeders manual and pass the NAAC breeders test.
    2. Be approved by the board
    3. Pass a background check

NAAC Trainer/teachers

  1. Members who are Trainer/teachers may form an organization, adopt by-laws that are consistent with NAAC by-laws, be represented on the NAAC board of directors by the Trainer/teachers advisory chairman.
  2. It shall be a membership requirement of all members of a Trainer/teachers organization under the NAAC that each must:
    1. Purchase a Trainer/teachers manual and pass the NAAC Trainer/teachers test.
    2. Be approved by the NAAC board
    3. Pass a background check

Board of Directors

Board of Directors and Duties of Board Members

  1. The board of directors shall consist of the following:
    1. The Executive Director (ED)
    2. President
    3. Vice President
    4. Secretary
    5. Treasurer
    6. Historian/museum committee chair
    7. Show membership committee chair
    8. Finance Committee Chair
    9. Membership committee chair
    10. Magazine committee chair
    11. Bylaws committee Chair
    12. Nominating committee chair
    13. Area Director Representative Committee chair
    14. Judges advisory board chair
    15. Breeders advisory board chair
    16. Trainers advisory board chair
    17. All standing committee chairman
    18. All Active past Presidents
  2. The term “board’s’ used in these bylaws shall mean the ‘board of directors’
  3. The term "E-Board" refers to the Executive Board.
  4. In order to maintain the status of active past president, a past president must attend meetings of the board. A past president who fails to attend two consecutive meetings of the board, without a valid excuse accepted by the board shall be reclassified as an honorary board member
  5. Honorary board members are not members of the board have no vote at meetings of the board and are not counted in the quorum required for meetings of the board.
  6. All of the above officers, with exception of the nominating committee chairman, must have been a member of a local club for at least two years on June 1st of the year of the election.

The NAAC Board of Directors Primary Purpose

  1. The board shall:
    1. Adopt standing rules for the organization consistent with these bylaws.
    2. Make recommendations to the organization
    3. Perform other such duties as are specified in these bylaws.
    4. Secure that NAAC's mission is fulfilled and the organization is held accountable to the American people.

Board Meetings

  1. The board shall meet at least once annually on the call of the chairman of the board. The board shall meet both prior to and following the corporate annual meeting.
  2. Notice of the annual board meeting shall be mailed or emailed by the corporate secretary at least 30 days prior to a meeting.
  3. Special meetings may be called by the chairman of the board and shall be called on the written request of a majority of the members of the board.
  4. A meeting of the board may be held at any time that a quorum is present without notice having been sent. All members not present shall be informed by the corporate secretary of action taken.
  5. The executive committee shall meet at the call of the Executive Director, chairman of the board, or upon the written request of any four of its members.

Duties and power

  1. The board may authorize the executive committee to perform between board meetings and a report shall be mailed to each board member within ten days of such performance.
  2. The NAAC Board members have the responsibility for overseeing the operation of the organization and assuring the organization's conformance with the law. They are entrusted with the care of the organization and is accountable to the public.

Board action in lieu of meetings

  1. The board chairman is authorized to conduct votes of the board by mail, telephone, fax or e-mail. This authorization may be assigned by the board chairman to the executive director. The corporate secretary shall keep records of the votes and shall mail the results to the board members. A two thirds vote of the board members shall be necessary to adopt a motion by mail, telephone, fax or e-mail.
  1. Twelve members shall constitute a quorum for the board.

Committees

Appointment of Committee Chairman

  1. Standing committee chairmen shall be elected by the board.
  2. Only persons who have been members of a local club for at least two years, (nominating committee chairperson, 4years-article V, section 5 A.4) shall be eligible to serve as chairperson of a standing committee.
  3. Unless otherwise provided, the chairman of the board shall appoint the members of all committees with the approval of the executive committee and the board.
  4. The executive committee shall fill vacancies in committee chairmen with the approval of the board.
  5. The ED and the chairman of the board shall be an ex-officio member of all committees except the nominating committee.

Committees

There shall be the following committees within the NAAC
  1. Historian/Museum committee
  2. Show committee
  3. Finance committee
  4. Membership committee
  5. Magazine/newsletter committee
  6. Bylaws committee
  7. Nominating committee

District Areas

Geographical Division

  1. The organization shall be divided into twelve geographical areas, each with an area council and area director. (actual divisions will be listed in the standing rules.)
    1. area one: Oregon, Washington, Idaho, Montana
    2. area two: California, Nevada, Utah, Arizona
    3. area three: North Dakota, South Dakota, Minnesota
    4. area four: Wyoming, Colorado, Nebraska, Kansas
    5. area five: New Mexico, Texas, Oklahoma
    6. area six: Arkansas, Louisiana, Georgia, Alabama, North Carolina, South Carolina
    7. area seven: Nebraska, Kansas, Missouri, Illinois
    8. area eight: Tennessee, Kentucky, Indiana
    9. area nine; Minnesota, Wisconsin, Iowa, Illinois
    10. area ten: Michigan, Indiana, Virginia, West Virginia, Delaware, Pennsylvania, New Jersey, New York
    11. area eleven: Connecticut, Rhode island, Massachusetts, Vermont, New Hampshire, Maine
    12. area twelve: International(Argentina, Australia, Canada, Germany, Japan) Uruguay

Elections

Elections

  1. Who may be elected terms/qualifications
    1. Except as otherwise provided herein, persons that have been members of a local club for at least four years on June 1st of the year of election may be elected.
    2. Board members (except past presidents) may not hold more than one board position during any current term of office unless there are not enough members. (This article of the bi-laws may be revised when membership increases.)
    3. Except as otherwise provided, all convention/show officers and directors shall be elected at the corporate bi-annual meeting held during the annual convention/show.
  2. Voting
    1. The election shall be by ballot unless there is only one candidate for a position, in which case the election may be by voice vote.
    2. Votes may be cast only for members.

Vacancies

  1. A vacancy in any corporate office, directorship or convention/show officer serving a term of four years, shall be filled by the board for the remainder of the term.
  2. A vacancy in the office of convention/show president shall be filled by the convention/show vice-president unless there are no members of the convention/show in that case the position shall be filled by the board for the remainder of the term.

Geographical Areas

Geographical Division

  1. The organization shall be divided into twelve geographical areas, each with an area council and area director. (Actual divisions will be listed in the standing rules.)

Area Representatives

  1. There shall be (12) twelve Area Representatives who shall represent the (12) twelve areas of the National American Alsatian Club of the world.
  2. Area Representatives shall belong to the Area Representative Board of which there is an Area Director who resides over this board.
  3. Each Area Representative shall have their own “Board” composed of six representatives who reside in their area.. (when the membership in that area develops).
  4. Each of the Eleven Area Representatives (excluding the Area Director Representative) shall serve as Area Board or Committee Members as follows:
    1. Museum promotion member who shall sit on the historian/museum committee.
    2. Museum exhibit member who shall sit on the historian/museum committee.
    3. Publication/newsletter member who shall sit on the magazine committee.
    4. Demonstrations member who shall sit on the trainers/teachers advisory board.
    5. Nominating committee member who shall sit on the nominating committee.
    6. Training promotion member who shall sit on the Trainers/teachers advisory board.
    7. Elderly and disabled education committee member who shall sit on the Trainers/teachers advisory board.
    8. Obedience trials promotion member who shall sit on the Trainers/teachers advisory board.
    9. State show promotions member who shall sit on the Show committee.
    10. Breed promotions and publicity member who shall sit on the Breeders advisory board.
    11. Education of companion dogs to the public member who shall sit on the Trainers/teachers advisory board.
  5. Area Representatives shall be elected at meetings by members present from their respective areas. These elections shall be held in conjunction with the annual convention/shows of their own areas. (Each of the twelve areas must hold an annual show/get-together in which they will hold their elections. This must be included in each area’s by-laws.)
  6. Persons who have been members of a local club for at least two years may be elected and serve as an area representative of their own area in which they reside.
  7. Members do not have to be present to be nominated or elected to serve as an area representative.
  8. Area Representatives shall be elected for two-year terms.

Duties of Area Representatives

  1. Each Area Representative shall or may appoint someone from among their board to:
    1. Coordinate area services
    2. Assist state organizations and local clubs in identifying and meeting their needs.
    3. Visit all local area clubs and present her/himself.
    4. Assist all groups in assuring equality
    5. Act as liaison with the board.
    6. Coordinate: state organizations, the NAAC headquarters, the annual convention/show and publication of the “American Alsatian™ Quarterly” magazine.

Fiscal Properties

Fiscal Year

The fiscal year of this organization shall be designated by resolution of the board prior to the period of time in which such designation must be made under existing provisions of the United States internal revenue code and any regulations relating thereto. Not withstanding the provisions of article XIV, section 2 of these bylaws, this section shall be deemed automatically amended, by any resolution of the board designating the fiscal year of the organization.

Dissolution

As fully provided in the articles of incorporation, should the organization be dissolved, its assets shall be distributed for perpetuation of the purposes of this organization through some other organization, provided that none of its assets shall at any time be distributed to any organization which are not charitable or educational within the meaning of section 501c3 of the internal revenue code of 1986, as amended or a successor section as then applicable. in the event of the dissolution of state and local clubs, all remaining assets shall be retained by this organization. At no time and in no event may the funds or assets of the corporation inure incidentally or other wise to the benefit of any private individual or its individual members, with the exception of reasonable payment for services rendered, nor be used for the purpose of carrying on propaganda or otherwise attempting to influence legislation.

Parliamentary Authority

Roberts Rules

The rules contained in current edition of Robert's rules of order newly revised shall govern the organization in all cases to which they are applicable and in which they are not inconsistent with these bylaws or any special rules of order the organization may adopt.

Amendments of ByLaws

Article I and Article II of these bylaws may be amended only upon amendment of the Articles of Incorporation.

These bylaws may be amended at any Corporate Annual Meeting. By a two-thirds vote provided that:
  1. Notice of the amendment has been submitted in the notice of the Corporate Annual Meeting.
  2. The amendment shall have been proposed by the Board or by any five State Organizations that have furnished the Convention President and the Corporate Secretary with written copies of the proposed amendment at least 120 days prior to the meeting.

Notices

FORM AND MANNER OF NOTICE

Whenever the provisions of the Articles of Incorporation or these bylaws or the laws of the State of Oregon require notice to be given to any Director, Officer or Member, such provision shall not be construed to require personal notice unless expressly so stated. Such required notice shall be deemed sufficient if given in writing when received, refused, or as of the first attempted delivery if unclaimed, when mailed with the United States Postal Service in a sealed wrapper, certified or registered mail, postage prepaid, addressed to such Director, Officer, Member or other person entitled thereto, at his or her address as listed in the books of this Organization unless otherwise provided by these bylaws. The date of the giving of such notice shall be deemed to be the date upon which such notice is received, as set forth above.

WAIVER OF NOTICE

Unless otherwise provided by law, whenever any notice is required to be given to any Director, Officer or Member of this organization under the provisions of the bylaws or under the provisions of the Articles of Incorporation or under any applicable law, a waiver of such notice 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.

Liabilities

Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL THE NAAC OR THEIR AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, TRUSTEES, EMPLOYEES, INDEPENDENT CONTRACTORS AND AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM BREACH OF ANY AGREEMENTS, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS (COLLECTIVELY, "DISCLAIMED DAMAGES").

Indemnification

All members and contractors agree to indemnify and hold harmless the NAAC, its affiliates and their respective directors, officers, trustees, employees, independent contractors and agents ("Indemnified Party") from and against any losses, liabilities, suits, claims, costs, and expenses (including reasonable attorney's fees) ("Loss") arising out of or relating to any claim, suit, judgment, or proceeding brought or asserted by any third party ("Claim") alleging any breach of such party's representations, warranties or covenants under this Agreement. Authorized User shall indemnify and hold harmless the NAAC for any Loss arising out of or relating to (a) Authorized User's violation of these Terms or the rights of any other Authorized User, (b) Authorized User's use of the Site or the Service, (c) any information submitted or transmitted through the Site or Service or (d) the transmission of computer viruses, worms, harmful program routines or other similar items into the Site or the Service, or using the Site or the Service to access without authorization any other computer or machine. The Indemnified Party shall notify the Indemnifying Party of any such claim of which it becomes aware and shall: (x) at Indemnifying Party's expense, provide reasonable cooperation to Indemnifying Party in connection with the defense or settlement of any such claim and (y) be entitled to participate in the defense of any such claim at its own expense with counsel of its own choosing.

Proprietary Rights

All copyright and trade secret rights in and to the Club, Site, Service's and the data used therein are and shall be the exclusive property of the NAAC. To the extent, if any, that Authorized User has any rights in or to the Club, Site or the Service's, Authorized User hereby irrevocably assigns to the NAAC, and agrees that NAAC shall be the sole and exclusive owner of, all right, title and interest in and to the Site and the Services, including without limitation all copyright, trade secret and other proprietary rights therein that may be secured in any place under laws now or hereafter in effect.

Trademarks

Names, logos, and other materials displayed on the Site and in the Services constitute trade names, logos, trademarks, and service marks ("Marks") are owned by or licensed to the NAAC. Authorized User is not authorized to use these Trademarks without the prior written consent of the NAAC Boards. As between the NAAC and members or directors or chairmen, the NAAC and its licensors are and shall be the owner of all Marks and all goodwill associated with such Marks.

Copyrights and Use Restrictions

The data included as part of any NAAC Service, including without limitation, text, databases, software, code, and graphics, is (a) copyrighted by the NAAC under United States copyright laws, (b) subject to other intellectual property laws, and (iii) owned by the NAAC. Such data may not be copied, reproduced, modified, posted, transmitted, republished, sold, or redistributed in any way without our express prior written consent. Authorized User must abide by all copyright notices, information, or restrictions contained in or linked to any data described herein.

Terms & Conditions

RELEASE & WAIVER OF LIABILITY, ASSUMPTION OF RISK, AND INDEMNITY AGREEMENT

PLEASE READ CAREFULLY! THIS IS A LEGAL DOCUMENT THAT AFFECTS YOUR LEGAL RIGHTS!

(“Volunteer”) enters into this Release and Waiver of Liability, Assumption of Risk, and Indemnity Agreement (this “Release”) in favor of the NAAC, an Oregon nonprofit corporation doing business as The National American Alsatian Club, and its administrators, directors, officers, members, employees, agents and volunteers (collectively, “the NAAC”).

Volunteer desires to work as a volunteer for the NAAC and engage in the activities related to being a volunteer (the “Activities”). Volunteer understands that the Activities may include lifting, climbing, standing on platforms, use of tools, and related activities.

Volunteer hereby freely, voluntarily, and without duress executes this Release under the following terms:

RELEASE & WAIVER: Volunteer does hereby release, forever discharge, covenant not to sue, and hold harmless the NAAC and its successors and assigns from any and all liability, claims, or demands of whatever kind or nature, either in law or in equity, which arise or may hereafter arise from Volunteer’s participation in the Activities with the NAAC. Volunteer understands that this Release discharges the NAAC from any liability or claim that Volunteer may have against the NAAC with respect to any losses or damages, including without limitation any bodily injury, personal injury, illness, death or property damage, that may result from Volunteer’s Activities with the NAAC, whether caused or alleged to be caused, in whole or in part, by the negligence of the NAAC or its officers, directors, employees, or agents or otherwise. Volunteer also understands that the NAAC does not assume any responsibility for or obligation to provide financial assistance or other assistance, including but not limited to medical, health, or disability insurance in the event of injury or illness.

MEDICAL TREATMENT: Volunteer does hereby release and forever discharge the NAAC from any claim whatsoever which arises or may hereafter arise on account of any first aid, treatment, or service rendered in connection with the Volunteer’s Activities with the NAAC.

ASSUMPTION OF THE RISK: Volunteer hereby attests that his/her attendance and participation in the Activities is voluntary. Volunteer fully understands that the Activities involve unavoidable risks and dangers of serious bodily injury, including permanent disability, paralysis and death. Volunteer also understands that there may be other risks of social and/or economic losses that are not known to him/her and/or not readily foreseeable at this time. Volunteer hereby expressly and specifically accepts and assumes all such risks and all responsibility for losses, costs, and damages that he/she may incur as a result of his/her participation in the Activities.

INSURANCE: Volunteer understands that, except as otherwise agreed to by the NAAC in writing, NAAC does not carry or maintain health, medical, or disability insurance coverage for Volunteer.

EACH VOLUNTEER IS EXPECTED AND ENCOURAGED TO OBTAIN HIS/HER OWN MEDICAL OR HEALTH INSURANCE COVERAGE.

Indemnity Agreement: Volunteer agrees to hold harmless and defend the NAAC with respect to any and all actions, claims or demands that may be made or brought against the NAAC arising from or in connection with his/her participation in the Activities, and agrees to compensate the NAAC for reasonable attorney’s fees and expenses arising in connection therewith.

Volunteer hereby confirms, represents and warrants that he/she has never been convicted of or charged with a violent crime, child abuse or neglect, child pornography, child abduction, kidnapping, rape or any sexual offense, nor has he/she ever been ordered by a court to receive psychiatric or psychological treatment in connection therewith.

OTHER: Volunteer expressly agrees that this Release is intended to be as broad and inclusive as permitted by the laws of the State of Oregon, and that this Release shall be governed by and interpreted in accordance with the laws of the State of Oregon. Volunteer agrees that in the event that any clause or provision of this Release shall be held to be invalid by any court of competent jurisdiction, the invalidity of such clause or provision shall not otherwise affect the remaining professions of this Release which shall continue to be enforceable.

By agreeing to this Release, Volunteer warrants that he/she has read and fully understands this Release and that he/she is fully familiar with its contents and terms. Volunteer agrees to this Release freely and without inducement or assurance of any nature.

Volunteer understands that he/she is giving up substantial rights by signing this Release. Volunteer intends this Release to be a complete and unconditional release of all liability to the greatest extent allowed by law.

IN WITNESS WHEREOF, Volunteer is of legal mental capacity to act as his/her own representative in agreeing to this release.