SECTION ONE - OFFICES

The principal office shall be in the City of Richmond, Virginia. The Corporation may have offices and places of business at such places within and without the Commonwealth of Virginia as shall be determined by the Directors.

SECTION TWO – ANNUAL MEETING

The annual meeting of the corporation shall be held in the principal office of the corporation at 108 N. 1st Street, Richmond, Virginia, at 4 PM, on the third Tuesday, of January of each year or date, time and at such place as the Officers and Directors designate by proper notice to the members.

SECTION THREE – SPECIAL MEETINGS

Special meetings of the Corporation’s board of Directors for any purpose or purposes may be called by the President and must be called at the written request of at least two members of the Corporation’s board of Directors.

SECTION FOUR – NOTICE OF ANNUAL OR SPECIAL MEETINGS

Notice of the annual meeting or of a special meeting, stating the time, place, and purpose or purposes thereof, shall be given to each member not less than ten, nor more that forty days prior to the meeting, but such notice may be waived in writing at any time.

SECTION FIVE – QUORUM

At an annual meeting or special meeting consisting of at least six of the eleven voting members of the Board of Directors entitled to vote shall constitute a quorum, except as otherwise provided by law.

SECTION SIX - VOTING

At each meeting of the membership, the eleven members that comprise the Board of Directors are entitled to vote in person or by proxy.

SECTION SEVEN – NUMBER OF DIRECTORS, TENURE, & VACANCY

The business and affairs of the Corporation shall be managed and controlled by a Board of Directors comprised of nine Directors, who shall be elected annually by the members of the Board at the annual meeting. Each Director shall be a member in good standing of a North American Rover club whose club is a top tier level member of the corporation, and will hold office until the election of his or her successor. Top tier level member clubs may nominate a member of their club to fill a vacancy in the corporation’s board of directors 30 days in advance of the corporation’s annual meeting. Any Director may resign at any time. However, Directors may be removed, for cause, by majority vote of the other Directors at any time. Vacancies occurring among the Directors for whatever reason may be filled by the Directors. The board of Directors shall have power to increase or decrease the number of board of Directors by amending the bylaws of the Corporation by a vote of the majority of all the Directors at any regular or special meeting of the Board.

SECTION EIGHT – REGULAR MEETING OF THE BOARD

Immediately after the annual election of Directors, the newly elected Directors may meet forthwith at the principal office of the corporation for the purpose of organization and the transaction of other business, if a quorum of the Directors be present no prior notice of such meeting shall be required. Other regular meetings of the Board may be held without notice at such time and place as the Directors may determine.

SECTION NINE – QUORUM

A majority of the Board of Directors shall constitute a quorum at all regular meetings of the Board.

SECTION TEN - OFFICERS

The officers of the corporation shall be a President, a Vice President, a Treasurer, and a Secretary, who shall be elected annually by the Directors and who shall hold office at the pleasure of the Directors, and any other officers or assistants the Board of Directors may determine to elect at any time. All vacancies occurring among any of the above officers shall be filled by the Directors. Any officer may be removed at any time by the affirmative vote of the majority of the Directors, at a special meeting of the Board called for that purpose.

SECTION ELEVEN – SUBORDINATE OFFICERS

The Board may appoint such other officers and agents with such powers and duties as it shall deem necessary.

SECTION TWELVE – THE PRESIDENT

The President shall preside at all meetings of the Directors and membership. The President shall have general management and control of the business and affairs of the corporation. The President shall have a non-voting position except in case of a tie vote while conducting meetings per Roberts Rules of Order.

SECTION THIRTEEN – THE VICE PRESIDENT

The Vice President shall, in the absence of disability of the President, exercise the powers and perform the duties of the President. The Vice President shall also generally assist the President and exercise such powers and perform such duties as shall be prescribed by the Directors. The Vice President shall also be responsible for events coordination and work closely with the Directors in the planning and execution of all events. The Vice President will chair the Club Advisory Committee.

SECTION FOURTEEN – THE TREASURER

The Treasurer shall have custody of all funds, securities, evidences of indebtedness, and other personal property of the corporation, and shall deposit the same in such bank or trust company as shall be designated by the Directors of the corporation. The Treasurer shall receive and give receipts and acquittances for monies paid in or account of the corporation and shall pay of the funds on hand all bills, payrolls, and other just debts of the corporation of whatever nature upon maturity of the same; he or she shall enter regularly, in books of the corporation that are to be kept by him or her for that purpose, full and accurate accounts of all monies received and paid out by him or her on account of the corporation, and he or she shall perform all other duties incident to the office of the Treasurer.

SECTION FIFTEEN – THE SECRETARY

The Secretary shall keep the minutes of all proceedings of the Directors and the membership; he or she shall attend to the giving and serving of all notices to the members and Directors, or other notices required by these Bylaws; he or she shall affix the seal of the corporation to deeds,

contracts, and other instructions in writing requiring a seal, when duly signed; he or she shall have charge of the minute books, and such other books and papers as the Board may direct, and he or she shall perform all other duties incident to the office of Secretary.

SECTION SIXTEEN – SEAL

The Directors shall provide a suitable corporate seal which shall be in charge of the Secretary, and shall be used as authorized by the Directors.

SECTION SEVENTEEN – DEPOSITORIES

The funds of the Corporation shall be deposited in such bank or trust company, and checks drawing against such funds shall be signed in such manner, as may be determined from time to time by the Directors.

SECTION EIGHTEEN – NOTICE AND WAIVE OF NOTICE

Any notice required to be given by these Bylaws may be given by mailing or telephoning the same to the person entitled thereto at his or her address as shown on the corporation’s books and such notice shall be deemed to have been given at the time of such mailing or telephoning. Any notice required by these Bylaws to given may be waived by the person entitled to such notice.

SECTION NINETEEN – POWER OF DIRECTORS TO AMEND, ETC.

The board of Directors shall have power to make, amend, and repeal the Bylaws of the corporation by a vote of the majority of all the Directors at any regular or special meeting of the Board.

SECTION TWENTY - MEMBERSHIP

Established North American Rover clubs are eligible to join the Association of North American Rover Clubs and may do so by application. Membership applications are subject to the corporation’s board of directors’ approval. A tier system of membership starting with a basic

membership with other levels of membership as determined by the board will be used. Member clubs are eligible to all rights and privileges in their tier as set forth by ANARC’s board of directors.

SECTION TWENTY-ONE - ANNUAL DUES

The annual dues for each of the club membership tiers shall be established at the discretion of the Board of Directors. Member action was not required for the approval of the Amended and Restated Articles because the Corporation has no members with voting rights.

SECTION TWENTY-TWO – STANDING COMMITTEES

A standing committee shall be the Club Advisory Committee. Its purpose shall be to act as a liaison between both member and non-member North American Rover clubs. It shall be responsible for evaluating and recommending to the board clubs nominated for membership and/or affiliate association. It shall also be responsible for developing and recommending to the Board, membership levels, policies, procedures and activities dealing with the introduction, consideration and admission of candidates for membership or affiliate association.

SECTION TWENTY-THREE – COMMITTEES

The Board may establish other committees within the corporation with powers and duties as it shall deem necessary to help pursue the goals of the Corporation.

SECTION TWENTY-FOUR – CORPORATE ACTION

A corporate action required may be taken without a meeting by responding to a request by an officer or board member of the corporation if the corporate action is approved by a quorum of board members intitled to vote. Approval by the members of the board is to be by a written or electronic response to the request for the corporate action. A confirming vote on the corporate action is to be held at the next meeting of the board of directors so as to be entered into the meeting minutes as record.

As adopted at a meeting of the Board of Directors on April 19, 2022, in Richmond, Virginia.

Amended by the Board of Directors during the 2024 Annual Business Meeting held on January 24, 2024.