Article I. Name:
The name of the Corporation shall be SCWTCA Endowment Inc. (referred to herein as the “Endowment” or “SCWTCA Endowment”). The business of the Endowment may also be conducted as “SCWTCA Health Endowment Inc.” or “Wheaten Health Endowment”.
Article II. Purpose:
The SCWTCA Endowment Inc. is a non-profit corporation and shall be operated exclusively for health education and charitable purposes for the advancement of the Soft Coated Wheaten Terrier within the meaning of Section 501 (c)(3) of the Internal Revenue Code, or the corresponding section of any future Federal tax code.
The SCWTCA Endowment Inc. shall operate with the approval and under the rules and regulations for the following purposes:
The Endowment is organized to foster improved health among Soft Coated Wheaten Terriers and can be used for charitable, educational, or research initiatives to advance this cause.
To further understanding of the diseases, genetic defects, injuries, and other ailments that afflict the Soft Coated Wheaten Terrier.
To advocate SCWTCA Inc.’s Mission Statement and SCWTCA Inc.’s Code of Ethics.
To maintain a Health and Pedigree Database of pure bred Soft Coated Wheaten Terriers worldwide that is open to the public.
Article III. Members:
Membership in the Endowment shall consist only of the members of the Board of Directors.
Article IV. Meetings:
Section A. Annual Meeting. The date of the regular meeting shall be set by the Board, which shall also set the time and place.
Section B. Special Meetings. Special meetings may be called by the Chair of the Executive Committee.
Section C. Notice. Notice of each meeting shall be given to each voting member by mail or email not less than two (2) weeks before the meeting.
Section D. Quorum. A quorum must be attended by at least sixty percent (60%) of the seated Board members before business can be transacted or motions made or passed.
Section E. Board Business. May hold meetings, in whole or in part, and vote through regular mail, telecommunication, electronic transmissions or through electronic video screen communication.
Article V. Board Size, Terms and Election:
Section A. Election: All Board members will be appointed by the current SCWTCA Endowment Inc. Board of Directors by a majority vote in even years. At least four members of the current Board of Directors must be members of SCWTCA, Inc.
Section B. Term: The Endowment board members serve beginning October 1st and terms last 24 consecutive months.
Section C. Number of Directors and Officers: The number of Directors of the Endowment shall be no less than five (5) due to vacancy and no more than seven (7) Officers and Directors:
are 18 years of age or older.
are not related by blood or marriage/domestic partnership to another board member. are not convicted of a felony.
are not current members of the SCWTCA Inc. Board of Directors.
agree to abide by the SCWTCA Endowment Code of Ethics and Conduct.
Section D. Board Officers: The officers of the Endowment include a Chair, Vice Chair, Secretary, and Treasurer, provided, however, the offices of Chair, Secretary, and Treasurer shall at all times be filled. Each officer shall have the authority and shall perform the duties set forth in these Bylaws. A person may serve in multiple officer positions, provided, however, that no person may serve as both Chair and Treasurer. Officers of the Endowment are considered the Executive Committee.
1) Officer Positions:
(a) Chair: The Chair will have powers and duties as may be prescribed by these Bylaws. The Chair will be responsible to the Board, will see that the Board is advised on all significant matters of the Endowment’s business, and will see that all orders and resolutions of the Board are carried into effect. The Chair will be empowered to act, speak, write for, or otherwise represent the Endowment within the boundaries of policies and purposes established by the Endowment Board and as set forth in the Articles and these Bylaws. The Chair will be responsible for keeping the Board informed of board performance as related to program objectives, and for implementing any policies adopted by the Board. The Chair maintains the Donor List with the Treasurer. The Chair has the authority to create and dissolve committees. The Chair will present SCWTCA, Inc. with a year-end financial report.
(b) Vice Chair: In the absence or disability of the Chair, the shall perform the duties of the Chair. When so acting, the Vice Chair shall have all the powers of and be subject to all the restrictions upon the Chair. The Vice Chair shall have such other powers and perform such other duties prescribed for them by the Board or the Chair.
(c) Secretary: shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all Board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member, and assuring that corporate records are maintained. The Secretary shall prepare a report for each Benchmarks.
(d) Treasurer: The Treasurer is responsible for managing the organization's finances, keeping current and accurate records, and assisting with fundraising. Overseeing aspects of finances include the timely deposits of donor funds to Endowment accounts and paying expenses. The Treasurer will also track donor financial data for IRS book keeping, supply donors with tax deductible receipts, maintain the donor contact list for the Chair, submit a monthly financial summary report to the BOD, file and meet the deadline of the annual 990 tax form with a CPA, and submit an audited year-end report to the BOD. The Treasurer shall make available a copy of the filed 990 tax form and audited year-end report for the Endowment's web site, provide interim financial reports for board meetings and chair the Finance Committee.
2) Other Positions:
(a) Database Administrator: The Database Administrator is responsible for all content of the Database. They report any concerns to the Chair. They work autonomously of the board for the good of the breed.
(b) Director: All Officers are Directors. Directors know the organization’s mission, policies, programs, and needs as well as understand its collective purpose. They faithfully read and understand the organization’s financial statements and board materials in advance of meetings. They serve as active advocates and ambassadors for the Endowment. They promote health testing guidelines as outlined in the SCWTCA Code of Ethics. They fully engage in fundraising endeavors. They actively promote the database to the general public and to breeders of Soft Coated Wheaten Terriers. They prepare for, attend, and conscientiously participate in board meetings and online discussions and vote on all polls. They keep their database records current. They respect the experiences of all who bring their voices and lived experiences into the boardroom and the organization. They follow the SCWTCA Endowment Inc.’s Code of Ethics and Conduct.
Section E. Vacancies: Any vacancy occurring on the Board during the unexpired term of a Director shall be filled by the appointment of a Director by the vote of the remaining Board members. The newly appointed Director shall serve the completion of the unexpired term.
1) Events Causing Vacancy. The occurrence of the following shall constitute a vacancy (“Vacancy”) on the Board:
The death, voluntary resignation, or removal of any Director as provided in these Bylaws.
A written finding of incapacity, whether by court order, notification by a Director’s attending physician or family member, or:
A conviction of a felony.
A finding by a final order or judgment of any court that the Director breached a duty under Ohio law.
Resignation to the Secretary or Chair of the Endowment.
Removal: Any Director may be removed by the majority two-thirds vote of the Board, due to lack of participation or any conduct that does not reflect the best interest of the Endowment. Any Director who does not attend two (2) successive Board meetings within a twelve-month period will automatically be removed from the Board without Board resolution unless the Director has requested a leave of absence or suffers an illness and informs the Chair of the Endowment.
Article VI. Roberts Rules of Order:
All meetings shall follow the procedures contained in Robert’s Rules of Order (latest edition) whenever it is not contrary to the provision of these Bylaws.
Article VII. Conflict of Interest:
A board member is required to disclose any potential conflict/potential conflict of interest to the Chair. They are prohibited from voting on any matter in which there is a conflict.
Article VIII. Compensation for Board Service:
Directors shall receive no compensation for carrying out their duties as Directors. The Board shall adopt policies providing for reasonable reimbursement of Directors for expenses incurred in conjunction with carrying out Board responsibilities, including without limitation, Board directed travel, postage, and supplies.
Article Article IX. Fiscal Year:
The fiscal year of the Corporation shall be from January 1st to December 31st of each year.
Article X. Non-Discrimination Clause:
SCWTCA Endowment Inc. does not and shall not discriminate on the basis of race, color, religion (creed), gender, gender expression, age, national origin (ancestry), disability, marital status, sexual orientation, or military status in any of its activities or operations.
Article XI. Confidentiality Clause:
Directors are not to disclose or discuss confidential information about the Endowment's matters with another person or entity or use it for their own purposes, unless the board authorizes them to do so during their tenure as a Director or after.
Article XII. Amendment of the Bylaws:
These Bylaws may be amended, altered, repealed, or restated by a vote of the majority of the Board of Directors of The SCWTCA Endowment Inc.
Article XIII. Dissolution:
The Endowment may be dissolved at any time by the written consent of not less than two-thirds (2/3) of the Endowment Board members. In the event of the dissolution of the Endowment, other than for purposes of reorganization, whether voluntary or involuntary or by operation of law, none of the property of the Fund nor any proceeds thereof nor any asset of the Fund shall be distributed to any members of the SCWTCA, Inc. or Endowment Board members. After payment of debts of the SCWTCA Endowment Inc., its property and assets will be donated to a similar 501(c)(3) non-profit organization that funds research and supports canine health scientists and professionals in their efforts to study the causes and origins of canine disease and afflictions in order to formulate effective treatments.
Important Dates:
January 1st – New fiscal year
July 1st – Even years – Executive Committee appoints independent teller
July 15th – Even years – Directors and Officers asked if they are seeking re-election
August 1st – Even years – Vice Chair mails a ballot to each board member that will be returned to the independent teller to tally
September 1st – Even Years – Ballots due
September 15th – Even Years – Election results announced
October 1st – New board begins its work
December 31st – End of fiscal year