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ALAC Constitution and Bylaws ARTICLE I Name and Objects SECTION 1. The name of the Club shall be AMERICAN LHASA APSO CLUB. SECTION 2. The objects of the Club shall be: (a) to encourage and promote the breeding of pure-bred Lhasa Apsos and to do all possible to bring their natural qualities to perfection; (b) to encourage the organization of independent local Lhasa Apso Specialty Clubs in those localities where there are sufficient fanciers of the breed to meet the requirements of The American Kennel Club; (c) to urge members and breeders to accept the standard of the breed as approved by the American Kennel Club as the only standard of excellence by which Lhasa Apsos shall be judged; (d) to do all in its power to protect 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 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 By-Laws as may be required to carry out these objectives. BY-LAWS ARTICLE I Membership SECTION 1. Eligibility. There shall be two types of membership open to persons eighteen (18) years of age and older who are in good standing with the American Kennel Club who subscribe to the purposes of this Club. Single membership. Enjoys all the privileges of the club including the right to vote and hold office. Household membership. Open to two persons residing in the same household. Each person shall be entitled to one vote for a maximum of two votes per household membership. SECTION 2. Dues. (a) Membership dues shall be determined by the Board of Directors ("Board") and shall be due September 1st of each year. Dues shall be considered in arrears if not paid by September 15. No member whose dues are not paid for the current year may vote. On or before August 1st, the Treasurer shall send to each member a statement of his dues for the ensuing year. Any person joining the Club in June, July, or August shall be considered as having paid dues for the next year. Membership shall be considered lapsed if dues are not paid by the first day of December and may subject the member to termination pursuant to Article 1, Section 4 (b). An additional fee to cover mailing costs, as determined by the Board, shall be charged each year to members residing outside the United States. If the dues for the ensuing year have not been designated by June 30 of the current year, the dues for the ensuing year will be the same as the current year's dues. 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 these Constitution and By-Laws, The American Lhasa Apso Club Code of Ethics and the rules of The American Kennel Club. The application shall state the name, address and occupation of the applicant as well as any other information which may be required by the Board and it shall carry the endorsement of two (2) members in good standing. Accompanying the application, the prospective member shall submit dues payment for the current year. Applicants may be elected at any meeting of the Board of Directors or by a vote of the Directors by mail. An affirmative vote of the Board 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 applicant's endorsers at the next annual meeting of the Club and the members may elect such applicant by secret ballot and a favorable vote of 75% of the members present. SECTION 4. Termination of Membership. Membership may be terminated: (a) By resignation. Any member in good standing may resign from the Club upon written notice to the Secretary. No member may resign when in debt to the Club. Dues obligations are considered a debt to the Club and they become incurred on September 15. (b) By lapsing. A membership will be considered as lapsed and automatically terminated if the member's dues remain unpaid ninety (90) days after the first day of September of each fiscal year. However, upon written request, the Board may grant an additional ninety (90) days of grace to such delinquent members in meritorious cases. In no case may a person be entitled to vote at any Club meeting whose dues are unpaid as of the date of that meeting. (c) By expulsion. A membership may be terminated by expulsion as provided in Article VI of these By-Laws. ARTICLE II Meetings SECTION 1: Annual Meeting. The Annual Meeting of the Club shall be held in the months of September or October, in conjunction with the Club's National Specialty Show, if possible, at a place, date and hour designated by the Board. Written notice of the Annual Meeting shall be mailed by the Secretary, via first class mail, to each member at least thirty (30) days prior to the date of the meeting. The quorum for the Annual Meeting shall be ten (10) percent of the members in good standing. SECTION2. Special Club Meetings. Special Club meetings may be called by the President, 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 upon receipt of a petition signed by ten (10) percent of me members of the Club who are in good standing. Such 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, via first class mail, 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. The first meeting of the Board shall be held immediately following the Annual Meeting or election. Other meetings of the Board of Directors shall be held at such times and places as are designated by a majority vote of the entire Board. Written notice of such other meeting shall be mailed, via first class mail, by the Secretary or President 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, FAX or, in an emergency, by telephone conference call. SECTION 4. The Board of Directors may conduct its business by mail, FAX or, in emergencies, by telephone conference call through the Secretary. Items voted upon by fax or 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 President, Vice-President, Secretary, Treasurer, Delegate to the American Kennel Club, Immediate Past President and nine (9) other persons, all of whom shall be members in good standing who are residents of the United States. The Immediate Past President shall be a voting member of the Board. The Immediate Past President shall serve on the Board, under this special provision, for only one year following his or her term of office as President. Except for the Immediate Past President, they shall be elected to terms of office as provided in Article IV, and shall serve until their successors are elected. 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, Treasurer and Delegate to the American Kennel Club shall serve in their respective capacities both with regard to the Club and its meetings and the Board and its meetings. (a) The President shall preside at all meetings of the Club and of the Board, 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. (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. He shall have charge of the correspondence, notify members of meetings, notify new members of their election to membership, notify Officers and Directors of their election to off ice, and carry out such other duties as are prescribed in these By-Laws. (d) The Treasurer shall collect and receive all moneys due or belonging to the Club. Moneys shall be deposited in a bank approved by the Board, in the name of the Club. The books shall at all times be open to 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 before reported; and at the annual meeting an accounting shall be rendered of all moneys received and expended during the previous fiscal year. The Treasurer shall be bonded in such amount as the Board of Directors shall determine. (e) The AKC Delegate shall be elected by the membership and serve for a three (3) year term. The Delegate shall act as an intermediary between the Club and the American Kennel Club and shall be responsible for representing the views of the Club before the AKC. The Delegate shall report to the Club regarding all AKC actions or policies which may affect the Club. SECTION 3. 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 Vice President, and the resulting vacancy in the office of Vice-President shall be filled by the Board. ARTICLE IV The Club Year, Voting, Nominations, Elections SECTION 1. Club Year. The Club's fiscal year shall begin on September 1 and end on August 31. The Club's official year, for the purpose of conducting business, shall begin on November 1 and end on October 31. The elected officers and directors shall take office on November 1 and each retiring officer shall turn over to the successor in office all properties and records relating to that office within 30 days. 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, except for the election of Officers, Delegate to The American Kennel Club and Directors and amendments to the Constitution and By-laws, and the Standard for the breed, which shall be decided by written ballot cast by mail. Voting by proxy shall not be permitted. The Board may decide to submit other specific questions for decision of the members by written ballot cast by mail. Any membership vote, by mail, shall be conducted in substantially the same format as the annual election of officers and shall be sent by first class mail (air mail for foreign members) not less than 45 days prior to the closing date of such vote. SECTION 3. Annual Election. The election of Officers, Directors, and Delegate to the American Kennel Club shall be conducted by secret mail ballot. The Board shall designate a Supervisor of Election for each Election. This Supervisor of Election may be an accounting firm or another reputable firm or organization. The Board will designate a closing date for voting and the Supervisor of Election will notify the membership of the date at least thirty (30) days before the closing date. The mail ballots shall be returned to the Supervisor of Election. Ballots to be valid must be received by the Supervisor of Election by June 1st. sealed results shall be delivered in writing to the Club Secretary. The Officers, elected to office, shall each serve for a term of one (1) year. The Directors and Delegate to the American Kennel Club, elected to office, shall each serve for a term of three (3) years. If any electee, at the time of the Annual Meeting, is unable to serve for any reason, such electee shall not be elected and that position shall be filled by the person receiving the next highest number of votes as balloted. Elections will be held annually for the Officers and the three Board of Directors positions which are expiring, and every third year for the Delegate to the American Kennel Club. SECTION 4. Nominations and Ballots. No person may be a candidate in a Club election who has not been nominated in accordance with these Bylaws. A Nominating Committee shall be chosen by the Board before April 1st of each year. 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 shall be a member of the current Board. The Board shall name a chairperson for the Committee. The Nominating committee may conduct its business by mail. (a) The Nominating Committee shall nominate from among the eligible members of the Club, three candidates for the positions on the Board of Directors and candidates for each of the officers and every three (3) years one candidate for the Delegate to The American Kennel Club and shall procure the written acceptance of each nominee so chosen. The Committee should consider geographical representation of the membership of the Board to the extent it is practicable to do so. The Committee shall then submit its slate of candidates, by June 1st, to the Secretary, who shall mail the list, including the full name of each candidate and the name of the State of residence, via first class mail, to each member of the Club on or before June 15th, so that additional nominations may be made by the 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 August 1st, endorsed by two (2) members and accompanied by the written acceptance of each additional nominee signifying willingness to be a candidate. Except for the position of Delegate, no person shall be a candidate- for more than one position, and the additional nominations which are provided for herein may be made only from among those members who have not accepted a nomination of the Nominating Committee. (c) If no valid additional nominations are received by the secretary indicating a postmark date on or before August 1st, the Nominating Committee's slate shall be declared elected. (d) If one or more valid additional nominations are postmarked on or before August 1st, the Supervisor of Election shall, on or before August 15th, mail to each member in good standing, via first class mail, a ballot listing all of the nominees for each position in alphabetical order with state of residence, together with a blank envelope and a return envelope addressed to the Supervisor of Election and bearing the name of the member to whom it was sent. So that the ballots remain secret, each voter, after marking his ballot, shall seal it in the blank envelope which in turn shall be placed in the return envelope addressed to the Supervisor of Election . In order for the ballots to be valid they must be postmarked on or before October 1st. The Supervisor of Election 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 ballot envelope, and shall certify the eligibility of the voters as well as the results of the voting. Nominations cannot be made at the Annual Meeting or in any manner other than as provided in this section.
SECTION 1. The Board may each year appoint standing committees to advance the work of the Club in such matters as dog shows, obedience trials, trophies, 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. 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 Vl 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. If dues are due during this period of suspension they must be paid or membership will lapse. 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, by certified mail, with the Secretary, together with a deposit of $25, which shall be forfeited if such charges are not sustained by the Board or a committee following a hearing. The Secretary shall send a copy of the charges to each member of the Board within 14 days or present them at a Board meeting, whichever is sooner. 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 that the charges do not allege conduct which would be prejudicial to the best interests 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 Secretary shall promptly send one 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 own defense and bring witnesses if he wishes. SECTION 3. Board Hearing. The Board or Committee shall have complete 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 the 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/her fellow members at the ensuing Club meeting which considers the recommendation of the Board or Commit tee. Immediately after the Board or Committee has reached a decision, its findings shall be put in written form and filed with the Secretary. The 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 recommendation of the Board or 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 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/her 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 VII Amendments SECTION 1. Amendments to the Constitution and By-Laws, Code of Ethics, and to the Standard for the breed may be proposed by the Board 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 and must be submitted to the members with recommendations of the Board by the Secretary for a vote within three (3) months of the date when the petition was received by the Secretary. SECTION2. The Constitution and By-Laws, Code of Ethics, and the Standard for the breed, may be amended at any time provided a copy of the proposed amendment has been mailed by the Secretary, via first class mail, 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 forty-five (45) days after the date of mailing by which date the ballots must be resumed to the Secretary to be counted. The favorable vote of two-thirds (2/3) of the members in good standing whose ballots are resumed within the time limit shall be required to effect any such amendment. SECTION 3. No amendment to the Constitution and By-Laws 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 VIII Dissolution SECTION l. The Club may be dissolved at any time by the written consent of 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 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. ARTICLE IX Order of Business SECTION 1. At meetings of the Club, the order of business so far as the character and nature of the meeting may permit, shall be as follows:
Roll Call SECTION
2. At meetings of the Board, the order of business, unless otherwise
directed by majority vote of those present, shall be as follows: Minutes of Last Meeting ARTICLE X Parliamentary Authority The rules contained in the current edition of "Robert's Rules of Order, Newly Revised" shall govern in all cases in which they are not inconsistent with the By-Laws or Articles of Incorporation. |