Collie Health Foundation

The Collie Health Foundation’s mission is to fund research medical projects that will benefit the future health of the Collie, and to educate the public and Collie breeders about health issues.

Collie Health Foundation Name

On December 17, 2002 the organization changed it’s name from the Collie Club of America Foundation to the Collie Health Foundation in order to give the Foundation a unique identity separate from the Collie Club of America and more clearly represent our mission.

Collie Health Foundation Logo

Our new logo was generously donated by Diana Hiesilieu. There is a story behind this new logo, a story about a Collie we bred and had the extreme privilege of knowing – A Collie by the name of Noah…Read More!

CHF BYLAWS

CHF BYLAWS 2017-09-07T20:23:41+00:00

Adopted April 26, 1986
As Amended Through October 2nd, 2005
ARTICLE I. NAME
The name by which the corporation shall be known is the “Collie Health Foundation, Inc.” AKA The Collie Club of America Foundation (hereinafter referred to as the “Foundation”).

ARTICLE II. PURPOSES
The specific purposes and objectives of the Foundation shall include but not be limited to the following:
(1) To foster and promote the public’s knowledge and appreciation of dogs in general and collies in particular;
(2) To further understanding of the diseases, defects, injuries and other ailments that afflict dogs in general and collies in particular;
(3) To support and promote study of and research on the history, character, varieties, breeding genetics and particular health problems of collies;
(4) To establish a national data base of resource materials about collies; and
(5) To produce, publish and distribute to the general public educational materials about the proper care, treatment, breeding, health, development and training of collies.

ARTICLE III. CLASSIFICATION
The Foundation is a not-for-profit corporation formed under the laws of the State of New York.

ARTICLE IV. THE CORPORATION
Section 1. Members
(a) Members of the corporation. Rights of membership in the Foundation for all purposes under the Not-For-Profit Corporation Law and other laws of the State of New York shall be vested solely in the Members of the Corporation (hereinafter referred to as “Corporators”).
(b) Other categories of Members. The Board of Directors may establish categories of membership for individuals and organizations who indicate their interest in the purposes and programs of the Foundation and who pay the appropriate dues. Rights, privileges, and dues of such members may vary from category to category and shall be determined by the Board of Directors. A member of the Foundation, of whatever category, shall not be deemed to be a Corporator, unless expressly elected, and shall have no right to vote on any matter submitted to the Corporation for action.
Section 2. Size
The number of Corporators may be determined from time to time by the Board of Directors, but in no event shall the number be less that five or more than fifty.
Section 3. Election and Term of Office
(a) Election. Corporators shall be elected in accordance with Section 1 of Article IX prior to the Annual Meeting of the Corporation, except as provided in paragraph (d) of this Section3.
(b) Term. Corporators shall be elected to serve for a term of four years from the date of the Annual Meeting following their election and until a successor is elected and qualified. Corporators shall be eligible for re-nomination and re-election as many times as the Board of Directors may desire.
(c) Vacancies. The Board of Directors may from time to time elect individuals to serve as Corporators in order to fill any vacancies caused by resignation, removal, disqualification or death; any person elected to fill such vacancy shall serve for the unexpired term of the office he or she was elected to fill and until a successor is elected and qualified. The Board of Directors may also, from time to time, elect individuals to serve as Corporators in order to fill positions left vacant after the biannual elections or positions created since the Annual Meeting; any person elected to fill such a vacancy shall serve for a term of four years beginning as of the date of the Annual Meeting immediately preceding his or her election and until a successor is elected and qualified.
(d) Extension of Term. The term of service as Corporator of any Corporator who has been elected to the Board of Directors shall automatically be extended to coincide with his or her term of service as Director, if the term as Director expires at a later date than the term as Corporator.
Section 4. Life Members of the Corporation
The Board of Directors may designate Life Members and may grant all privileges of membership in the Corporation for life to any person who, in the judgement of the Board of Directors, has rendered extraordinary services in the furtherance of the Foundation’s purposes or has contributed significantly to the success of the Foundation.
Section 5. Termination
(a) Resignation. Any Corporator, Director or Officer may resign by filing a written resignation with the Secretary. Such notice of resignation shall specify the date on which the resignation shall become effective.
(b) Disciplinary Action. Any Corporator, Director or Officer may be disciplined by vote of the Corporators at any meeting of the Corporation duly held, provided that notice of such proposed discipline, including the reasons therefor and the form thereof, is set forth clearly in a written notice signed by at least three Corporators and issued by the Secretary to all Corporators not less than thirty days before the meeting. Notice of such proposed disciplinary action, including the reasons therefor and the form thereof, shall also be issued by the Secretary to the Corporator, Director or Officer against whom disciplinary action is sought; and he or she shall have an opportunity to respond to the charge or charges before the Corporation votes on disciplinary action. A quorum of the Corporation must be present at the meeting, and a vote of not less than three-fourths of the Corporators present, whether in person or by proxy, shall be necessary for disciplinary action.
Section 6. Dues
All Corporators (except Life Members) shall pay dues annually to the Foundation. The amount of such dues shall be fixed from time to time by the Board of Directors. Failure to pay such dues promptly after written notice that payment is overdue shall result in automatic termination of membership. Life Members shall be exempt from the payment of dues.

ARTICLE V. MEETINGS OF THE CORPORATION
Section 1. Annual Meeting
The Annual Meeting of the Corporation shall be held on a date to be set by the Board of Directors. Corporators, Directors and Officers shall be elected prior to the Annual Meeting in accordance with the procedures set forth in Section 1 of Article IX and announced at the Annual Meeting; and such other business as may properly be brought before the meeting shall be transacted.
Section 2. Special Meetings
Special meetings of the Corporation, for any purpose or purposes, unless otherwise prescribed by statute or by the By-Laws, shall be called by the Secretary upon the order of the President acting alone or upon a written request, stating the purpose or purposes of the proposed meeting, signed by at least ten percent of all Corporators. Business transacted at any special meeting of the Corporation shall be limited to the purpose of purposes set forth in the notice of the meeting.
Section 3. Place
Meetings of the Corporation, either annual or special, shall be held at such place, within or without the State of New York, as the Board of Directors shall from time to time determine.
Section 4. Notice
Written notice of any meeting of the Corporation shall be issued by the Secretary to each Corporator not less than sixty nor more than ninety days before the meeting, in accordance with Article X. Notice of any special meeting shall state the business to be brought before the meeting.
Section 5. Quorum
A quorum for the transaction of business at any meeting of the Corporation, except as provided by statute or by the By-Laws, shall be one-third of all Corporators, whether present in person or represented by proxy. If, however, such quorum is not present or represented at any meeting, the members present in person or represented by proxy shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.
Section 6. Voting
(a) Right to Vote. Only Corporators in good standing shall have the right to vote at any meeting of the Corporation.
(b) Voting by Proxy. Voting by proxy shall be allowed as permitted by law for any matters on which the Corporators are required or permitted by law to vote as Members of the Corporation. There shall be no other voting by proxy.
(c) Action by Corporators. Action may be taken at any meeting at which a quorum is present by a majority of those having voting power present in person or represented by proxy, unless the question is one upon which by express provision of the statutes or on the By-Laws a different vote is required, in which case such express provision shall govern and control the decision of such question.
(d) Voting by Mail. Any action required or permitted by law to be taken at any meeting of the Corporation may be taken without a meeting if two thirds of all Corporators in good standing consent in writing to the adoption of a resolution authorizing such action except as provided in Section 1 of Article IX pertaining to the biannual election of Corporators, Directors and Officers. Such resolution and written consents thereto shall be filed by the Secretary with the records of the proceedings of the Corporation.
Section 7. Minutes
Records of the proceedings of each meeting of the Corporation shall be kept by the Secretary. Copies of the records of such proceedings shall be distributed to each Corporator within thirty days after each such meeting.

ARTICLE VI. THE BOARD OF DIRECTORS
Section 1. Function
The property of the Foundation shall be controlled and its affairs managed by a Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the By-Laws directed or required to be exercised or done by others.
Section 2. Size
The number of Directors shall be determined from time to time by the Corporation, but in no event shall the number be less than five or more than fifteen. All Directors must be Corporators.
Section 3. Election and Term of Office
(a) Election. Directors shall be elected from among the Corporators prior to the Annual Meeting of the Corporation in accordance with Section 1 of Article IX, except as provided in paragraph (c) of this Section.
(b) Term. Directors shall be elected to serve for a term of four years from the date of the Annual Meeting of the Corporation immediately following their election and until a successor is elected and qualified. Directors and Officers shall be eligible for re-nomination and re-election as many times as the Corporators may desire.
(c) Vacancies. The Board of Directors may from time to time elect Corporators to serve as Directors or Officers in order to fill any vacancies caused by resignation, remove, disqualification or death; any person elected to fill such a vacancy shall serve for the unexpired term of the office he or she was elected to fill and until a successor is elected and qualified. The Board of Directors may also, from time to time, elect individuals to serve as Directors or Officers in order to fill positions left vacant after the biannual elections; any person elected to fill such a position shall serve for a term of two years beginning as of the date of the Annual Meeting immediately preceding his or her election and until a successor is elected or qualified.
(d) Extension of Term. The terms of service as Director of any Director who has been elected an Officer of the Corporation shall automatically be extended to coincide with his or her term of service as an Officer, if the term as Officer expires at a later date than the term as Corporator or Director.
Section 4. Termination
(a) Resignation. Any Director or Officer may resign by filing a written resignation with the Secretary. Such notice shall specify the date on which the resignation shall become effective.
(b) Automatic Termination. Termination of service as a Director shall be automatic if (a) the Director fails to pay dues to the Foundation; or (b) if the Director fails to attend, in person or by proxy, three consecutive meetings of the Board of Directors without excuse accepted as satisfactory by the Directors.
(c) Disciplinary Action. Any Director or Officer may be disciplined by vote of the Corporators, as provided in Section 5(b) of Article IV.

ARTICLE VII. MEETINGS OF THE BOARD OF DIRECTORS
Section 1. Regular Meetings
The Board of Directors may hold meetings, in person or by mail, email or facsimile at such times as it may deem necessary or appropriate, but in no event no less than once in each year.
Section 2. Special Meetings
Special meetings of the Board of Directors, in person, by facsimile, by e-mail or by mail, for any purpose or purposes, unless otherwise prescribed by statute or by the By-Laws, shall be called by the Secretary upon the order of the President acting alone or upon a written request, stating the purpose or purposes of the proposed meeting, signed by at least three Directors. Business transacted at any special meeting of the Board of Directors shall be limited to the purpose or purposes set forth in the notice of the meeting.
Section 3. Place
Meetings of the Board of Directors, either regular or special, shall be held at such place, within or without the State of New York, as the Board of Directors shall from time to time determine.
Section 4. Notice
Written notice of any meeting of the Board of Directors shall be issued by the Secretary to each Director not less than five nor more than ten days before the meeting, in accordance with Article X. Notice of any special meeting shall state the business to be brought before the meeting.
Section 5. Advisors
The Board of Directors may invite any person or persons to meet with it and advise it at any meeting thereof.
Section 6. Quorum
A quorum for the transaction of business at any meeting of the Board of Directors, except as provided by statute or by the By-Laws, shall be one-third of all Directors. If, however, such quorum is not present at any meeting of the Board of Directors, the Directors present shall have the power to adjourn the meeting, as provided in Section 5 of Article V.
Section 7. Voting
(a) Action by Directors. Action may be taken at any meeting of the Board of Directors at which a quorum is present by a majority of those present, unless the question is one upon which by express provision of the statutes or of the By-Laws a different vote is required, in which case such express provisions shall govern and control the decision of such question.
(b) Voting by Mail, by Facsimile or by E-Mail. Any action required or permitted by law to be taken at any meeting of the Board of Directors may be taken without a meeting if two-thirds of all Directors in good standing consent in writing to such action. Such resolution and written consents thereto shall be filed by the Secretary with the records of the proceedings of the Board of Directors.
(c) Voting by Telephone. Any one or more Directors may participate in a meeting of the Board of Directors by means of a conference telephone or similar communication equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
Section 8. Minutes
Records of the proceedings of each meeting of the Board of Directors shall be kept by the Secretary. Copies of the records of such proceedings shall be distributed to each Director within thirty days after each such meeting.

ARTICLE VIII. OFFICERS
Section 1. Offices
The Officers of the Corporation and the Officers of the Board of Directors shall be the same and shall be President, one or more Vice Presidents, a Secretary, a Treasurer and such additional Officers as the Board of Directors may from time to time deem necessary.
Section 2. Election and Term of Office
Officers shall be elected from among the Directors by the Corporators, pursuant to the procedures set forth in Section 1 of Article IX and in accordance with any guidelines as also may be set forth by the Board of Directors, and shall serve for a term of two years from the Annual Meeting following the date of election and until a successor is elected and qualified.
Section 3. President
The President shall exercise general supervision over the affairs of the Foundation and shall preside at all meetings of the Corporators and of the Board of Directors; shall represent the Foundation in the ordinary routine of its relations with outside organizations and individuals; shall make such reports and recommendations to the Corporation or to the Board of Directors concerning the work and affairs of the Foundation as in his or her judgment are desirable for their information and guidance; may require such reports from the Vice President(s), the Secretary or the Treasurer as in his or her judgment are necessary; shall be authorized to incur expenses as instructed by the Board of Directors; shall appoint the chairman of all committees which may be created and shall be an ex officio member of all such committees; shall appoint any advisory committees which he or she may from time to time deem necessary; shall sign such papers as may be required by his or her office or as instructed by the Board of Directors; and shall perform such other duties as are normally incident to that office.
Section 4. Vice President(s)
The senior (in years of service as an Officer) Vice President shall perform the duties of the President in case of the absence, resignation or inability to act of the President. The other Vice Presidents, in the order of their seniority (in years of service as Officers), shall perform such duties in case of the absence, resignation or inability to act of the next senior Vice President. The Vice Presidents shall also perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.
Section 5. Secretary
The Secretary shall issue all notices of meetings of the Corporation and of the Board of Directors, in accordance with Article X; shall notify individuals elected as Corporators, Directors or Officers; shall keep and distribute complete records of the meetings of the Corporation and of the Board of Directors, including an accurate record of attendance at meetings; shall issue other notices as instructed by the Board of Directors; shall be custodian of all records of the Foundation, except such records and papers as shall be kept by the Treasurer as provided in Section 6 of this Article VIII; shall sign and/or affix the seal of the Foundation to such papers as are required by his or hers office or as instructed by the Board of Directors; and shall perform other duties normally incident to that office.
Section 6. Treasurer
The Treasurer shall exercise supervision over all funds and investments of the Foundation: shall receive and disburse its funds under the direction of the Board of Directors; shall keep complete accounts of the Foundation’s property and transactions in books belonging to it, which shall at all reasonable times be open to inspection by the Board of Directors; shall make such reports to the President and the Board of Directors as they may require; shall cause the books of account of the Foundation to be audited at least once annually by a certified public accountant approved by the Board of Directors; shall cause to be prepared and shall present annually to each Corporator a comprehensive financial statement including the report of such account; shall sign such papers as are required by his of her office or as instructed by the Board of Directors; and shall perform other duties normally incident to that office.
Section 7. Other Powers
Each Officer shall have such other powers and duties as the Board of Directors may from time to time prescribe.
Section 8. Vacancies and Newly Created Offices
Vacancies and newly created offices may be filled by vote of the Directors at any meeting of the Board of Directors duly convened. Any Officer so elected shall hold office until the next Annual Meeting after the next biannual election and until a successor is elected and qualified.

ARTICLE IX. COMMITTEES
Section 1. Elections Committee
(a) Structure and Function. The Board of Directors shall, every other year, appoint an Elections Committee consisting of three (3) members in good standing as specified in Section 1(b) of Article IV. The Board may also appoint an alternate member of the Committee in event one of the other members is unable to perform his or her duties. No member of the Elections Committee shall be eligible to be nominated for or elected to a position in the biannual elections for Corporators, Directors and Officers. The Chairman must be a Corporator, the other Committee members and any alternate member need not be Corporators. The Chairman of the Elections Committee shall be appointed by the President. The responsibility of the Election Committee is to conduct the process of nominations for and biannual elections of the Corporation for Corporators, Directors and Officers. The Elections Committee shall act in accordance with the By-Laws and specifically in accordance with this Section 1 and Subsections (a) through (d) that follow of this Article IX. The Board of Directors may from time to time adopt additional guidelines for the Elections Committee provided that such guidelines are in accordance with the By-Laws and specifically in accordance with this Section 1 and Subsections (a) through (d) that follow of this Article IX.
(a) Nominations. The Elections Committee shall solicit nominations from each member in good standing as defined in Section 1(b) of Article IV, for the election of Corporators prior to the Annual Meeting of the Corporation. The Elections Committee shall also solicit nominations from each Corporator for the election of Directors and Officers prior to the Annual Meeting of the Corporation.
(b) Voting. The Elections Committee shall send by mail, email or facsimile, ballots to each Corporator in good standing allowing him to vote in the election of Corporators, Directors and Officers, which election shall be completed prior to the Annual Meeting of the Corporation.
(c) Requirements for Election. Any member in good standing may be elected to the position of Corporator, Director or Officer by a majority vote of those Corporators eligible to vote and voting in the election.
(d) Report of Secretary. The Elections Committee shall prepare a report of the results of the election stating the names of those elected as Corporators, Directors and Officers and provide the report to the Secretary prior to the Annual Meeting of the Corporation.
(e) No member of the Collie Health Foundation may be a candidate for more than (1) one Office. A candidate nominated for more than one office shall advise the Elections Chairman concerning the nomination he/she is accepting.
Section 2. Special Committees
The Board of Directors may appoint such special committees as it may deem necessary or advisable to assist in the conduct and management of the Foundation’s affairs and may define the powers and duties thereof. The chairman of each committee shall be a Director and shall be appointed by the President. The other members of any such committee need not be Corporators or Directors. The Board of Directors may delegate to any special committee so appointed such rights and powers as the appointing body may itself possess, provided, however, that final authority and control shall always vest in the appointing body.
Section 3. President’s Committees
The President may appoint such advisory committees as he or she may deem necessary or advisable to assist in carrying out the duties of his or her office, provided, however, that the duties and powers of any such committee shall be limited solely to investigatory or advisory activities for the President or for the Board of Directors. No rights or powers of the Board of Directors may be delegated to any advisory committee appointed by the President without the express approval of the Board of Directors. The members of any such committee need not be Corporators of Directors.
Section 4. Committee Meeting
All committees may adopt their own Rules as to time, place, notice and quorum for their meetings.

ARTICLE X. NOTICES OF MEETINGS
Section 1. Content and Format
Notices of meetings of the Corporation or of the Board of Directors shall be issued by the Secretary and shall specify the date, time and place of the meeting. Notices of meetings, unless waived in the manner described in Section 2 of this Article X, shall be in writing and mailed, or sent by facsimile, or by E-Mail or delivered personally to, or shall be telephoned or telegraphed to, the persons entitled to receive the same at their addresses appearing on the books of the Foundation. Notices by telephone or telegram shall be confirmed in writing. Notices by mail shall be deemed to be issued at the time when the same shall be postmarked, or if they are not postmarked, then when they shall be dated. Notices by facsimile or E-Mail shall be deemed to be issued at the time when the same shall be dated by the facsimile machine or by E-Mail Service Provider, or, if such date is not indicated, then when they shall be dated.
Section 2. Waiver
Any required notice of a meeting of the Corporation or of the Board of Directors may be waived before, during or after the meeting by a written waiver signed by any person entitled to such notice and filed with the records of the Foundation. If any person entitled to notice of a meeting attends such meeting and fails to object at the meeting that due notice thereof was not given, he or she shall be deemed to have waived such notice.

ARTICLE XI. CHECKS
All checks or demands for money and notes of the Foundation shall be signed by such Officer or Officers or such other person or persons as the Board of Directors may from time to time designate.

ARTICLE XII. INDEMNIFICATION
The Foundation may indemnify any person in the manner and to the extent provided in the New York Not-for-Profit Corporation Law.

ARTICLE XIII. AMENDMENTS
Section 1. Notice of Amendment
These By-Laws may be amended only at a meeting of the Corporation or the Board of Directors the notice of which clearly sets forth the contemplated amendment.
Section 2. Conditions of Amendment
These By-Laws may only be amended either by: (a) a vote of at least two-thirds of all Directors; or (b) a vote of at least two-thirds of all Corporators at a meeting of the Corporation at which not less than one-half of all members of the Board of Directors are present.
Section 3. Conflict
In case of a conflict between a vote on amendment of these By-Laws by the Board of Directors and a vote on amendment of these By-Laws by the Corporation, the amendment adopted by the Corporation shall prevail.