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By-Laws
ARTICLE I - Membership
Section 1. Eligibility. There shall be five (5) types of
membership.
(a) Regular Membership shall be open to all persons residing in
the United States who are 18 years of age and older, who are in good
standing with The American Kennel Club and who subscribe to the purposes
of this Club and the Code of Ethics.
(b) Foreign Membership shall be open to all persons residing in
countries other than the United States who are 18 years of age and older
and who subscribe to the purposes of this Club. Foreign Members may not
vote and are not eligible to hold office.
(c) Life Members. The number of Life Members shall be limited.
Nominations for Life Membership are made only by the Board upon the
consent of the person so nominated. To be eligible for Life Membership a
member must have held membership in the Club continuously for at least
twenty (20) years. Life Membership is bestowed only in recognition of
exceptional service to the Club and/or the breed and requires a two-thirds
(2/3) majority vote of the entire Board of Directors whose votes must be
received within a specified time limit. Life Members shall enjoy all the
privileges of Regular Membership except they may not hold office and shall
be exempt from paying dues.
(d) Household Membership shall be open to two persons, 18 years
of age and older, residing in the same household, who are residents of the
United States and who subscribe to the purposes of this Club. Household
members shall each have one vote and shall each be eligible to hold
office.
(e) Junior Membership shall be open to persons under 18 years of
age who subscribe to the purposes of this Club. Junior members cannot vote
or hold office. Junior membership may be converted to regular membership
upon reaching the 18th birthday.
Section 2. Dues. Regular Membership and Household Membership dues
for active members residing in the United States, its territories and
possessions, shall be set by the Board each year not to exceed $100.00 for
single persons, or for husband and wife. Foreign Membership dues for members
residing elsewhere than in the United States, its territories and
possessions, shall be set by the Board each year not to exceed $50.00 per
year, $60.00 for husband and wife. Junior Membership dues shall be set by
the Board each year, not to exceed $50.00 per year.
Dues are payable on or before the first day of January of each year. No
member may vote whose dues are not paid for the current year; except,
however, that a member's ballot for the annual Election shall be counted, if
such member's dues for the currently ending year are paid in full.
During the month of October notice of dues shall be sent to each member
by the Membership Chairperson. Members joining on or after the first day of
August in any year, and paying their dues, will be credited as paid to the
31st of December of the ensuing year, but may not vote during the remainder
of the current fiscal Club year as defined in ARTICLE V of these Bylaws.
Section 3. Election to Membership.
(a) 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 these Constitution and Bylaws, the Code of Ethics and the
rules of The American Kennel Club.
(b) The application shall state the name, address and occupation of the
applicant and shall carry the endorsement of two (2) members in good
standing, who have known the applicant for more than two (2) years. Each
sponsor shall also write a letter of endorsement which shall accompany the
application. Dues payment shall accompany the application and will be
credited to the current year except for members joining on or after August
1st in any year as provided in Section 2 of this ARTICLE I.
(c) Applicants may be elected by secret ballot at any meeting of the
Board of Directors or by secret vote of the Directors by mail. Affirmative
votes of two-thirds (2/3) of the Directors present at a meeting of the
Board, or of two-thirds (2/3) of the entire Board voting by mail, shall be
required to elect an applicant. An application which fails to receive the
required number of affirmative votes may be presented by one of the
applicant's endorsers at the next Annual Meeting of the Club and the Club
may elect such applicant by secret ballot by a favorable vote of
seventy-five (75%) percent of the members present and voting.
Section 4. Termination of Membership.
(a) By resignation. Any member in good standing may resign from
the Club upon written notice to the Corresponding Secretary; but no member
may resign when in debt to the Club. Dues obligations are considered a
debt to the Club and they become incurred on the 1st day of January of
each year.
(b) By lapsing. A membership will be considered as lapsed and
automatically terminated if such member's dues remain unpaid as of the
first day of February of each year; however, the Board may grant an
additional period of grace until the first day of April to such delinquent
members in meritorious cases. In no case may a person be entitled to vote
whose dues are unpaid, subject to provisions contained in SECTION 2 of
this ARTICLE I and in ARTICLE VI, SECTION 2.
(c) By expulsion. A membership may be terminated by expulsion as
provided in ARTICLE VIII of these Bylaws.
ARTICLE II - Meetings.
Section 1. Annual Meeting. The Annual Meeting of the Club shall
be held in conjunction with the Specialty Show, at a date, place and hour
designated by the Board of Directors. Written notice of the Annual Meeting
and of Regular Meetings shall be mailed by the Corresponding Secretary to
each member at least, thirty (30) days prior to the date or the meeting.
The quorum for the Annual Meeting shall be ten (10%) percent of the
members in good standing.
Section 2. The Annual Meeting shall be held on a date within the
first five (5) months of the year.
Section 3. Regular Meeting. Regular meetings may be called in
conjunction with the Roving Specialties hosted by Regional Clubs. The
quorum for a Regular Meeting shall be ten (10%) percent of the members in
good standing. If there is no quorum, motions made and seconded shall
appear in the next monthly agenda for decision by the Board.
Section 4. Special Club Meetings. Special Club Meetings may be
called by the President or by a majority vote of the members of the Board,
who are present at a meeting of the Board or who vote by mail, and must be
called by the Corresponding Secretary upon receipt of a petition signed by
ten (10%) of the members in good standing. Such meetings shall be held at
such place, date, and hour as may be designated by the Board of Directors.
Written notice of such meeting shall be mailed by the Corresponding
Secretary at least fourteen (14) days and not more than thirty (30) days
prior to the meeting. The notice of the meeting shall state the purpose of
the meeting and no other Club business may be transacted there at. The
quorum for such meetings shall be ten (10%) percent of the members in good
standing.
Section 5. Board Meetings. Meetings of the Board of Directors
shall be held at such times and places as are designated by majority vote
of the entire Board. Written notice of each such meeting shall be mailed
by the Corresponding Secretary to each member of the Board at east
fourteen (14) days prior to the date of the meeting. The quorum for Board
shall be a majority of the Board voting in person, or by mail, or by
telephone conference conducted and described in SECTION 6 of this ARTICLE.
Section 6.
(a) The Board of Directors may conduct its business by mail through
the Recording Secretary.
(b) The Board of Directors may conduct its business by means of a
telephone conference call, provided that a two week written notice is
sent by the Secretary to each Board member, giving the date and hour of
the telephone conference call, and further that the Recording Secretary,
take regular written minutes of the conference call, which shall be
mailed to each Board member within two weeks of the meeting. Each Board
member who participated in the telephone conference call shall sign and
return to the Recording Secretary a statement verifying or correcting
the minutes. The quorum for a telephone conference call shall be a
majority of the Board.
(c) In case of an emergency the President may waive the two week
notice requirement and call a phone conference or telephone poll. When a
telephone poll is called, the motion must be written down and printed in
the next agenda. The motion must name who made the motion and who
seconded; the names of those voting and how they voted must also be
listed in the agenda. The telephone poll shall only be call if an urgent
deadline is pending. All twelve Board members must be contacted and
given the opportunity to vote. If, upon publication in the agenda, it is
declared there was not an emergency, the motion must come up for a
re-vote in the next agenda or in-person meeting of the Board.
ARTICLE III - Board of Directors.
Section 1. Composition. The Board of Directors shall be
comprised of the President, First Vice-President, Second Vice-President,
Recording Secretary, Corresponding Secretary, Treasurer, and six (6) other
persons, all of whom shall be members in good standing and who are
residents of the United States.
They shall be elected for two (2) year terms at the Club's Annual
Meeting as provided in ARTICLE VI and shall serve until their successors
are elected and installed.
Section 2. Powers and Duties. General management of the Club's
affairs and the control of its property shall be entrusted to the Board of
Directors, exercising those powers and performing those duties specified
in these Bylaws and transacting the general business of the Club not
otherwise provided for in these Bylaws. The President and/or the Board
acting as a body shall have an unqualified right of access to the books,
records and files of the Club.
Section 3. Officers.
(a) The President shall be the chief executive officer of the Club,
shall preside at all meetings of the membership and of the Board, shall
perform all the duties and have all the powers normally appurtenant to
the office of President, including those duties imposed and powers
granted by these Bylaws, and shall be an ex-officio member of all
committees, except the Nominating Committee, and may take part in the
deliberations of such committees but shall not have a vote as a
committee member. Upon completion of the term of office, the President,
if not re-elected President or elected to another office in the Club,
shall become an ex-officio member of the Board of Directors in an
advisory capacity, but shall not vote except as a regular member of the
Club.
(b) The President may hold office for two (2) consecutive terms only.
After an interval he or she may again hold the Office of President. The
term shall be from January 1st to December 31st of the second year.
(c) The Vice-Presidents, in their order, shall perform the duties and
exercise the powers of the President in case of the President's absence,
incapacity or death, and shall perform such other duties as assigned by
the Board.
(d) The Recording Secretary shall record all of the proceedings of
the meetings of the membership and of the Board in a book kept for that
purpose, shall mail to all members of the Club a copy of the minutes of
all Membership Meetings or otherwise inform the membership of the
proceedings of these meetings through the medium of the Club's official
publications, shall provide the Members of the Board with copies of the
minutes of all Board meetings within thirty (30) days of the date such
Board meeting was held, and shall act as custodian of the Club seal and
Articles of Incorporation, and of all records submitted to him or her
and of the books and records pertaining to this Office.
(e) The Corresponding Secretary shall conduct the correspondence of
the Club, shall maintain a record of the membership of the Club, and in
the month of April shall prepare and mail to each member a list of all
members whose dues are paid as of the 1st day of March showing each such
member's complete address and phone number, shall notify newly elected
applicants of their membership and furnish them with copies of the
Club's Constitution and Bylaws, the breed standard and the current
membership list, shall issue notices of all meetings, mail lists and
ballots to all members as required by these Bylaws and receive such
ballots back from the members, shall hold all dies and medallions
belonging to the Club, and such books, records and correspondence which
he or she is required to keep or which come into his or her possession
by virtue of this Office, and perform such other duties as his or her
office may require.
(f) To be eligible for nomination and election to the office of
Treasurer it is mandatory that the candidate be fully aware of current
standard accounting practices; must own or have full access to a
computer, and must be familiar and competent with the use of suitable
software. The Treasurer shall collect and receive all moneys due to or
belonging to the Club and deposit same in a bank approved by the Board
in an account in the name of the Club, shall at all times keep his books
and records open to inspection by the Board, shall render a monthly
written account to the Board of the condition of the Club's finances and
every item of receipt or payment not previously reported. The Treasurer
shall close the books on December 31st of each year and submit them to
the Auditing Committee (ARTICLE VII, SECTION I (b)) together with an
Annual Report in writing. A copy of the written Annual Report shall be
sent to each member of the Board, and a copy shall be published in the
Annual Roster. In February the Treasurer shall submit to the Board the
names of those members who are in arrears of their dues.
The Treasurer shall hold such fiscal books and records belonging to
the Club, which come into his or her possession by virtue of this
office, and shall perform such other duties as this office may require.
The Treasurer shall be bonded in such amount as the Board shall
determine.
Section 4. 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, except
that a vacancy in the office of President shall be filled automatically by
the First Vice-President; the Second Vice-President shall accede to the
office of First Vice-President and the resulting vacancy in the office of
Second Vice-President shall be filled by the Board.
ARTICLE IV - Delegate to The American Kennel Club.
Section 1. A Delegate to the American Kennel Club shall be
appointed by the Board to serve for an unlimited period of time. and, when
approved by The American Kennel Club, shall represent the Club at meetings
of the Delegates to The American Kennel Club, voting his or her conscience
unless otherwise instructed by the Board or by the membership.
A written summary of all Delegate's Meetings, together with a report of
how he or she voted on all matters brought before the Delegates to be
voted on, shall be rendered to the Board. A copy of this report and vote
shall also be published in the next issue of "The Pomeranian
Review". The Delegate may also hold an additional office either by
election or in the manner prescribed under ARTICLE III, SECTION 4. The
Delegate shall assist the Board in an advisory capacity and shall have
voting authority only if also a member of the Board. The Delegate may also
vote as a regular member of the Club.
ARTICLE V - Fiscal and Official Year.
Section 1. Fiscal Year. The Club's fiscal year shall begin on
the 1st day of January of each year and end on the 31st day of December of
the same year.
Section 2. Official Year. The Club's official year shall begin
on January 1st of each year and conclude on December 31st of the same
year. The elected Officers and Directors shall take office on January 1 of
the year following their election and serve terms of two years each. Each
succeeded Officer and Director, with the exception of the Treasurer, shall
turn over to their successor in office all properties and records relating
to that office within thirty (30) days after January 1. The Treasurer
shall submit to the Auditing Committee for audit such fiscal records from
the previous year as have not yet been audited prior to their transfer to
the newly elected Treasurer.
ARTICLE VI - Voting, Nominations, Elections.
Section 1. Voting. At the Annual Meeting, a General Meeting, or
a Special Meeting of the Club, voting shall be limited to those members in
good standing who are present at the meeting, except for the biennial
election of the Board of Directors, amendments to these Constitution and
Bylaws which shall be decided by written ballot cast by mail, voting by
proxy shall not be permitted. The Board of Directors may decide to submit
other specific questions for decision of the members by written ballot
cast by mail.
Section 2. Nominations.
(a) No person may be a candidate in the Club election who is not in
good standing and who has not been nominated in accordance with these
Bylaws. To be in good standing shall mean that a member's dues have been
paid in full for the current year, and that no debt is owed to the club.
(b) A Nominating Committee shall be appointed by the Board in the
manner set forth below. The Committee shall consist of three (3) members
and two (2) alternates, all members in good standing, no more than one
of whom shall be a member of the current Board of Directors. The Board
shall designate the Chairperson for the Committee. The Nominating
Committee may conduct its business by mail.
(c) In April of an election year, each Board Member shall nominate
and submit to the Recording Secretary by April 20th the names of three
(3) persons to serve on the Nominating Committee. All nominees shall be
listed in the May agenda to be voted on by the Board. The three (3)
nominees receiving the most votes shall constitute the Nominating
Committee, with the next two (2) runners-up serving as alternates. The
Recording Secretary shall inform those persons elected to the Nominating
Committee by June 1st.
(d) The Nominating Committee shall nominate from among the eligible
members of the Club one candidate for each office and for each other
position on the Board, and shall procure the acceptance in writing of
each nominee so chosen. The Committee shall then submit its slate of
candidates on or before August 15th to the Corresponding Secretary who
shall mail the list to each member of the Club on or before the 1st day
of September so that additional nominations may be made by the members
if they so desire.
(e) Additional nominations of eligible members may be made by five
(5) members in good standing and accompanied by written acceptance of
each such additional nominee signifying his or her willingness to be a
candidate. All such petitions shall be addressed to, and received by,
the Corresponding Secretary on or before October 1st. No person shall be
a candidate for more than one position. Those members who have accepted
a nomination of the Nominating Committee may not accept an additional
nomination.
(f) If no valid additional nominations are received by the
Corresponding Secretary on or before October 1st, the Nominating
Committee's slate shall be declared elected by general consent and no
balloting will be required.
(g) If one or more valid additional nominations are received by the
Corresponding Secretary on or before October 1st, the Corresponding
Secretary shall prepare a ballot listing in alphabetical order all of
the nominees for each contested office or position and on or before
October 15th shall mail to each member in good standing, except those
new members joining on or before August 1st of the current year,
together with a blank envelope marked "ballot" and a return
envelope addressed to the Corresponding Secretary and bearing the name
of the member to whom it was sent. So that ballots may remain secret,
each voter, after marking his or her ballot, shall seal it in the blank
envelope marked "Ballot" which shall be placed in the second
envelope addressed to the Corresponding Secretary. To be valid, a ballot
must be received by the Corresponding Secretary not later than November
15th.
(h) The Corresponding Secretary shall check the returns against the
list of members, other than those new members joining on or after August
1st of the current year, who are in good standing and whose dues were
paid as of the date on which the ballots were mailed to the membership,
and shall certify the eligibility of the voters. The Corresponding
Secretary shall name three (3) tellers who shall be subject to Board
approval.
In the event that an equal number of votes is received by two or more
candidates for the same position and no other candidate for such
position receives a greater number of votes, a second balloting to break
the tie shall be conducted and the marked ballots returned to the
Corresponding Secretary who shall count the votes to break the tie and
inform the nominees of their election. All members in good standing
whose dues are paid for the current year shall be entitled to receive a
ballot and cast a vote, subject to ARTICLE I, Section 2, ARTICLE I,
Section 4(b) and ARTICLE VI, Section 2 (g) of these Bylaws.
(j) The Corresponding Secretary shall promptly send a copy of the
election results to each member of the Board, to each nominee, and to
the editor of "The Pomeranian Review" for publication in the
next issue.
ARTICLE VII - Committees.
Section 1. The Board may each year appoint standing committees
to advance the work of the Club in such matters as its specialty shows,
obedience trials, annual prizes, membership and other fields which may
well be served by committees.
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.
(a) The Nominating Committee shall be constituted and perform
its duties in the manner prescribed in ARTICLE VI, Section 2.
(b) The Audit Committee shall be appointed by the Board by
December 31st and shall consist of three (3) members. The Committee
shall examine the records of the Treasurer and audit the Treasurer's
books and reports its finding to the Board within thirty (30) days. Not
more than one member of the Board may serve on the Audit Committee and
in no event shall the Treasurer be a member of this committee. The
committee may retain a professional accountant to assist it and may
adopt the report of such accountant as its report, the cost of such
professional service to be paid by the Club.
(c) Breed Advisory Committee shall be composed of three (3)
members appointed by the Board. All inquiries concerning the breed
standard, the care, breeding, grooming and showing of Pomeranians shall
be referred to this committee.
Section 2. 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
service has been terminated.
ARTICLE VIII - Discipline.
Section 1. 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.
Section 2. Charges. Any member may prefer charges against a
member for alleged misconduct prejudicial to the best interests of the
Club or the breed. Written charges with specifications must be filed in
duplicate with the Corresponding Secretary together with a deposit of
Fifty ($50.00) dollars which shall be forfeited if such charges are not
sustained by the Board or a Committee following a hearing. The
Corresponding Secretary shall, within ten days, return receipt requested,
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 interests of the Club or the breed. If the Board considers the
charges do not allege conduct which would be prejudicial to the best
interest of the Club or of the breed it may refuse to entertain
jurisdiction. If the Board entertains jurisdiction of the charges it shall
fix a date of a hearing by the board or a Committee of not less than three
(3) Members of the Board, not less than three (3) weeks nor more than six
(6) weeks thereafter. The Corresponding 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.
Section 3. Board Hearing. The Board of Directors or Committee
shall have completed 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 complainant and defendant, the Board
or Committee may, by a majority vote of those present, suspend the
defendant from all privileges of the Club for not more than six (6) months
from the date of the hearing or until the next Annual Meeting if that will
occur after six (6) months. 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 recommendation of the Board or committee. Immediately after
the Board or committee has reached a decision, its finding shall be put in
written form and filed with the Corresponding Secretary. The Corresponding
Secretary, in turn, shall notify each of the parties of the decision and
penalty, if any.
Section 4. Expulsion. Expulsion of a member from the Club may be
accomplished only at the Annual Meeting of the Club following a hearing
and upon the recommendation of the Board or committee as provided in
SECTION 3 of this ARTICLE VIII. The defendant shall have the privilege of
appearing in his own behalf though no evidence shall be taken at this
meeting. The President shall read the charges and the findings and
recommendations, and shall invite the defendant, if present, to speak in
his own behalf. The meeting shall then vote by secret written ballot on
the proposed expulsion. A two-thirds (2/3) vote of those present and
voting at the Annual Meeting shall be necessary for expulsion. If
expulsion is not so voted the suspension shall stand.
ARTICLE IX - Parliamentary Authority.
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.
ARTICLE X - Amendments.
Section 1. Amendments to the Constitution and Bylaws and to the
standard for the breed may be proposed by the Board of Directors or by
written petition addressed to the Corresponding Secretary signed by Twenty
(20%) percent 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 the recommendations of the Board by
the Corresponding Secretary for a vote within three (3) months of the date
when the petition was received by the Corresponding Secretary.
Section 2. The Constitution and Bylaws and standard of the breed
may be amended at any time provided a copy of the proposed amendment has
been mailed by the Corresponding Secretary to each member accompanied by a
ballot on which he may indicate his choice for or against the action to be
taken. The notice shall specify a date not less than thirty (30) days
after the date of mailing by which date the ballots must be returned to
the Corresponding Secretary to be counted. The favorable vote of
two-thirds (2/3) within the time limit shall be required to effect any
such amendment.
Section 3. No amendment to the Constitution and Bylaws or to the
standard for the breed that is adopted by the Club shall become effective
until it has been approved by the Board of Directors of the American
Kennel Club.
ARTICLE XI - Dissolution.
Section 1. The Club may be dissolved at any time by the written
consent of not less than two-thirds (2/3) of the members other than for
the purposes of reorganization. In the event of the dissolution of the
Club, other than for the purposes of reorganization, whether voluntary or
involuntary or by operation of the 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 the debts of the Club its
property and assets shall be given to a charitable organization for the
benefit of dogs selected by the Board of Directors.
ARTICLE XII - Order of Business.
Section 1. At meetings of the Club, the order of business,
insofar as the character and nature of the meeting may permit, shall be as
follows:
Roll Call
Minutes of last meeting (If not previously published)
Report of President
Report of the Recording Secretary
Report of Corresponding Secretary
Report of Treasurer
Report of the Committees
Election of New Members
Unfinished business
New business
Adjournment
Section 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 Board Meeting
Reports of the Secretaries
Report of the Treasurer
Reports of Committees
Unfinished business
New business
Adjournment
A.K.C. approved - September, 1979
A.K.C. revised - March 12, 1987
A.K.C. revised - February 9, 1996
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