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BLACK RUSSIAN TERRIER CLUB OF AMERICA, INC. CONSTITUTION and BY-LAWSARTICLE I Name and ObjectivesSECTION 1. The name of the Club shall be The Black Russian Terrier Club of America, Inc.
SECTION 2. The objectives of the Club shall be: A. To encourage and promote quality in the breeding of purebred Black Russian Terriers and to do all possible to bring their natural qualities to perfection B. To encourage the organization of independent local Black Russian Terrier Clubs where there are sufficient fanciers of breed to meet the requirements of The American Kennel Club. C. To have members and breeders accept the standard of the breed as approved by The American Kennel Club as the standard of excellence by which the Black Russian Terrier shall be judged. D. To power and advance the interests of the breed and to encourage sportsmanlike competition at dog shows and obedience trials. E. To conduct sanctioned matches, specialty shows, and obedience trials under the rules and regulations of The American Kennel Club.
SECTION 3. The club shall not be conducted or operated for profit and no part of any profits or remainder or residue from dues or donations to the Club shall inure to the benefit of any member or individual.
SECTION 4. The members of the Club shall adopt and may from time to time revise such bylaws as may be required to carry out these objectives.
BYLAWS ARTICLE I MembershipSECTION 1. Eligibility. There shall be three types of membership open to persons who are in good standing with The American Kennel Club and who subscribe to the purposes of this Club. Regular membership – Open to persons eighteen (18) years or older, who own a registered Black Russian Terrier, and has completed one full calendar year as an associate member. Regular members shall enjoy all privileges of the club, including voting and office holding. Associate membership – Open to persons eighteen (18) years or older who express ongoing interest in the breed. These individuals are entitled to all privileges except voting and office holding. Associate members should not be computed in determining a quorum. Applications should be filed with the Secretary but need not require sponsors or approval process applicable to prospective regular applicants. Junior membership – Open to person 10-17 years of age. Junior members cannot vote or hold office. Upon reaching their eighteenth birthday, Junior members may convert to regular membership.
SECTION 2. Dues. Membership dues shall not exceed Fifty Dollars ($50.00) per year, payable on or before the 1st day of January of each year. No member may vote whose dues are not paid for the current year. By the 15th of November, the Treasurer shall send to each member a statement of his dues for the ensuing year.
SECTION 3. Election to Membership. 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 this Constitution and Bylaws and the rules of The American Kennel Club. Application shall state the name, address and occupation of the applicant and it shall carry the endorsement of two members in good standing. Accompanying the application, the prospective members shall submit payment for dues for the current year. 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 entire Board voting by mail shall be required to elect an applicant. An application, which has received a negative vote by the Board, may be presented by one of the applicants endorsers at the next annual meeting of the Club. The members may elect such an applicant by secret ballot and a favorable vote of seventy-five (75) percent of the members present. Applicants for membership who have been rejected by the club may not reapply within 12 months after such rejection.
SECTION 4. Termination of Membership. Memberships may be terminated: A. by resignation. Any member in good standing may resign from the Club upon written notice to the Secretary, but no member may resign when in debt to the Club. Obligations other than dues are considered a debt to the club and they become incurred on the first day of each fiscal year. B. by lapsing. A membership will be considered as lapsed and automatically terminated if such member’s dues remain unpaid sixty (60) days after the first day of the fiscal year, however, the board may grant an additional sixty (60) days of grace to such delinquent members in meritorious cases. In no case may a person dues are unpaid be entitled to vote at any club meeting. C. by expulsion. A membership may be terminated by expulsion as provided in Article VI of these bylaws.
ARTICLE II Meetings
SECTION 1. Annual Meeting. The annual meeting month must be specified, and the members must be given at least thirty days to return ballots. If the nomination and election process outlined in Article IV remains as is, then the annual meeting should be held within the month of September, October or November. The quorum for the annual meeting shall be ten (10%) percent of the members in good standing.
SECTION 2. 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 shall be called by the Secretary receipt of a petition signed by 10% of the members of the club who are in good standing. Such a meeting 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 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. The quorum for such a meeting shall be ten (10%) percent of the members in good standing.
SECTION 3. Board Meetings.
A. The first meeting of the board shall be held in January. Other meetings of the Board of Directors shall be held at such times and places as are designated by the President or by a majority vote of the entire board. Written notice of each such meeting shall be mailed, emailed, or faxed by the Secretary to each member of the Board at least fourteen (14) days prior to the date of the meeting. The quorum for a Board meeting shall be a majority of the Board voting in person, by mail, email, fax, or telephone conference call.
B. The Board of Directors may conduct its business by mail, email, telafax, or telephone conference call through the Secretary. Items voted vote upon by the telephone conference call must be confirmed in writing within seven (7) days.
ARTICLE III Directors and Officers
SECTION 1. Board of Directors. The Board shall be comprised of the officers and seven (7) other persons, all of who shall be members in good standing who are residents of the United States. They shall be elected for two (2) year terms provided in Article IV and shall serve until their elected successors take office. General management of the Club’s affairs shall be entrusted to the Board of Directors.
SECTION 2. Officers. The club’s officers, consisting of the President, Vice-President, Secretary and Treasurer, shall serve in their respective capacities both with regard to the Club and its meeting and the Board and its meetings.
A. The President shall preside at all meetings of the members and of the Board of Directors and shall have the duties and powers normally appurtenant to the office of President in addition to those particularly specified in these bylaws. B. The Vice President shall have the duties and exercise the powers of the President in case of the President’s death, absence or incapacity and shall perform such other duties assigned to him or her by the President or by the Board of Directors.
C. The Secretary shall keep a record of all meetings of the Club and of the Board and of all votes taken by mail, and of all matters of which a record shall be ordered by the Club. The Secretary shall have charge of correspondence, notify members of meetings, notify new members of their election to membership. The Secretary shall notify Officers and Directors of their election to office. The Secretary shall keep a roll of all the members of the Club with their addresses and carry out such other duties as are prescribed by these bylaws.
D. The Treasurer shall collect and receive all monies due or belonging to the Club. Monies shall be deposited in a bank approved by the Board, in the name of the Club. The accounts shall at all times be open for inspection of the Board and a report shall be given at every meeting of the condition of the club’s finances and every item of receipt or payment not previously reported. At the annual meeting an accounting shall be rendered of all monies received and expended during the previous fiscal years. The Treasurer shall be bonded in such amount as the Board of Directors may determine.
SECTION 3. Vacancies. Any vacancies occurring on the Board or among the officers during the year shall be filled until the next annual meeting by a majority vote of all remaining members of the Board; except that vacancy in the office of President shall be filled automatically by the Vice President and resulting vacancy in the office of Vice-President shall be filled by the Board. ARTICLE IVClub Year, Voting, Nominations, and ElectionsSECTION 1. Club Year. The club’s fiscal year shall begin on the first day of January and end on the last day of December. The Club’s official year shall begin on the first day of January and continue through the next election. The elected officers and Directors shall take office on the 1st day of January following the election. Each retiring officer shall turn over to his or her successor in office all properties and records related to that office within thirty (30) days after the election.
SECTION 2. Voting. At the Annual Meeting or at a special meeting of the Club, voting shall be limited to those members in good standing who are present at the meeting. The annual election of Officers Delegate, and Directors, or amendments to the Constitution, Bylaws or the Breed Standard shall be decided by a 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 3. Annual Election. The election of Officers and Directors shall be conducted by secret ballot. To be valid ballots must be received by the Secretary by September 1st. Ballots shall be counted by three (3) inspectors of election, who are members in good standing and neither members of the current Board or candidates on the ballot. The Board may decide to designate an independent professional firm to send, receive and count the ballots apart from the Annual Meeting. The nominated candidate receiving the greatest number of votes for each office shall be declared elected. If any nominee, at the time of the meeting, is unable to serve for any reason, such nominee shall not be elected and the vacancy shall be filled by the Board of Directors in the manner provided by Article III Section 2.
SECTION 4. Nominations and Ballots. No person may be a candidate in a Club’s election if not nominated in accordance with these bylaws. A Nominating Committee shall be chosen by the Board of Directors before March 15th. The Committee shall consist of three (3) members from different areas of the United States and two (2) alternates, all members in good standing, no more than one of whom may be a member of the current Board of Directors. The Board shall appoint a chairman for the committee. The committee may conduct its business by mail. A. The nominating committee shall nominate from among the eligible members of the Club, one candidate for each office and for each position on the Board of Directors. The committee shall secure the acceptance, in writing of each nominee chosen. The Committee should consider geographical representation of the membership on the Board to the extent that it is practical to do so. The Committee shall then submit its slate of candidates to the Secretary who shall mail the list, including the full name of each candidate and the name of the State in which he/she resides, to each member on or before May 15th, so that additional nominations may be made by members if they so desire. B. Additional nominations of eligible members may be made by written petition addressed to the Secretary and postmarked on or before July 15th, signed by five (5) members and accompanied by the written acceptance of each such additional nominee signifying his or her willingness to be a candidate. Except for the position of Delegate, no person shall be a candidate for more than one position. C. If no valid additional nominations are postmarked on or before July 15th, the Nominating Committee’s slate shall be declared elected and no voting will be required. D. If one or more valid additional nominations are submitted, postmarked on or before July 15th, the Secretary (or an independent professional firm designated by the Board) shall, on or before August 1st, mail to each member in good standing a ballot listing all nominees for each position, in alphabetical order, with the names of the states in which they reside, together with a blank envelope and a return envelope addressed to the Secretary (independent professional firm) marked ”Ballot” and bearing the name of the member to whom it was sent. So that the ballots may remain secret, each voter, after casting their ballot, shall seal it in the blank envelope which, in turn shall be placed in the second envelope addressed to the Secretary (or designated professional firm). The inspectors of election (or designated professional firm) shall check the returns against the list of members whose dues are paid for the current year prior to opening the outer envelopes and removing the blank envelopes, and shall certify the eligibility of the voters as well as the results of the voting which shall be announced at the Annual Meeting. E. Nominations cannot be made at the Annual meeting or in any manner other than as provided above.
ARTICLE V Committees
SECTION 1. The Board may each year appoint standing committees to advance the work of the Club in such matters as dog shows, obedience trails, trophies, annual awards, membership and other fields which may 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.
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 VIDiscipline
SECTION 1. Suspension. Any member who is suspended from the privileges of The American Kennel Club, shall be automatically suspended of the privileges of the Black Russian Terrier Club of America, Inc. for the same period.
SECTION 2. Charges. Any member may press 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 Secretary, together with a deposit of thirty dollars ($30.00), which shall be forfeited if such charges are not sustained by the Board or a Committee following a hearing. The Secretary shall promptly send a copy of the charges to each member of the Board of Directors or present them at a Board of Directors meeting. The Board of Directors 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 Black Russian Terrier breed. If the Board of Directors considers that the charges do not constitute misconduct, which would be prejudicial to the best interests of the club or the Black Russian Terrier breed, it may refuse to entertain jurisdiction. If the Board of Directors entertains jurisdiction of the charges, it shall fix a date of hearing by the Board of Directors or by a Committee consisting of not less than three (3) members of the Board of Directors not less than three (3) weeks nor more than six (6) weeks thereafter. The Secretary shall promptly send one (1) copy of the charges to the accused member by certified mail, together with a notice of the hearing and an assurance that the defendant may personally appear in his/her own defense and bring witnesses if he/she desired. SECTION 3. Board Hearing. The Board of Directors or Committees shall have complete authority to decide whether counsel may attend the hearing, provided that both complainant and defendant shall be treated uniformly in this regard. Should the charges be sustained after hearing all evidence and testimonies presented by the complainant and defendant, the Board of Directors or the Committee may by a simple majority vote of those present, decide to reprimand or 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 meeting will occur after six (6) months from the date of the hearing. If the Board of Directors or the Committee decides that this sanction is insufficient, the Board of Directors or the Committee may recommend to the membership that the penalty be expulsion. In this case, the recommendation for expulsion shall not restrict the defendant’s right to appear before the membership which considers the recommendation of the Board of Directors or the Committee at the ensuing Annual Meeting. Immediately after the Board of Directors or the Committee, or the Membership at the Annual Meeting have reached a decision, its findings shall be confirmed in writing and filed with the Secretary. The Secretary shall notify each of the parties of the decision and of the 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 of Directors or the Committee as provided in Section 3 of this Article. The defendant shall have the privilege of appearing in his/her own behalf though no evidence may be presented at this meeting. The President shall read the charges, findings and recommendations, and shall invite the defendant to speak in his/her own behalf. The members present in a sufficient quorum, shall then vote by secret ballot on the proposed expulsion. A two-thirds (2/3) majority vote of those present and voting at the Annual Meeting shall be required for expulsion. If expulsion is rejected, the suspension and other penalties, if applicable shall stand. ARTICLE VIIAmendments
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 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 by the Secretary to the members with recommendations of the Board of Directors for a vote within three (3) months of the date of the petition to the Secretary.
SECTION 2. The Constitution and Bylaws (or the standard for the breed) may be amended at any time, provided a copy of the proposed amendment has been mailed by the Secretary to each member in good standing, accompanied by a ballot on which a choice for or against the action to be taken shall be indicated. Dual-envelope procedures described in Article IV, Section 4 (D) shall be used in handling such ballots, to insure secrecy of the vote. A notice accompanying this ballot shall specify a return due date of not more than thirty (30) days after the date postmarked on the notice. The ballots must be returned to the Secretary by this due date to be counted. A favorable vote of two-thirds (2/3) of the members in good standing who return valid ballots within the time limit shall be required to effect any such amendment.
ARTICLE VIII Dissolution
SECTION 1. The Club may be dissolved at any time by the written consent of the not less than two-thirds (2/3) of the members. In the event of the dissolution of the club, other than for purposes of reorganization, whether voluntary or involuntary or by operation of 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. After payment of the debts and liabilities of the club, its property and remaining assets shall be given to a charitable organization for dogs to be selected by the Board of Directors.
ARTICLE IX Order of Business
SECTION 1. At meetings of the Club, the order of business, to extent that the character and nature of the meeting may permit, shall be as follows: Roll Call Minutes of the preceding meeting Report of the President Report of the Secretary Report of the Treasurer Reports of Committees Announcement of Election Results of Officers and Board of Directors (at annual meeting) 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 follows: Roll Call Reading of the minutes of preceding meeting Report of the President Report of Secretary Report of Treasurer Report of Committees Unfinished Business Election of New Members New business Adjournment ARTICLE X Parliamentary Authority
SECTION 1. 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 and any other special rules of the order the club may adopt.
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