CONSTITUTION AND BYLAWS OF THE NORWEGIAN BUHUND CLUB OF AMERICA
CONSTITUTION ARTICLE I NAME AND OBJECTIVES
SECTION 1 : The name of the Club shall be THE NORWEGIAN BUHUND CLUB OF AMERICA
SECTION 2: The objectives of the Club shall be : a) to encourage and promote the breeding of purebred Norwegian Buhunds, and to do all possible to bring their natural qualities to perfection; b) to encourage the organization of independent local Norwegian Buhund 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 the Norwegian Buhund shall be judged; d) to do all in its power to protect and advance the interests of the breed and to encourage sportsman like competition at dog shows, obedience and agility trials, and herding and tracking tests; e) to conduct sanctioned matches, Specialty shows, obedience and agility trials, and herding and tracking tests 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 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.
ARTICLE I MEMBERSHIP
SECTION 1: Eligibility - There shall be two types of membership: individual and household, which shall be open to all persons who are in good standing with The American Kennel Club, and who subscribe to the purposes of The Norwegian Buhund Club of America. Only residents of the U.S. who are eighteen (18) years of age or older are entitled to vote or hold office. Individual members shall be entitled to one vote; household members shall be entitled to two votes.
SECTION 2: Dues - Yearly rates are set by the Board of Directors - payable on or before the first day of March each year. Dues for individual members shall not exceed $20 per year; dues for household members shall not exceed $25 per year. No member may vote whose dues are not paid for the current year. During the month of January the Treasurer shall send to each member a statement of 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 these Constitution and Bylaws and the rules of The American Kennel Club. The application shall state the name, address and occupation of the applicant and it shall carry the endorsement of one NBC A member in good standing. Accompanying the application, the prospective member shall submit dues payment for the current year. Applicants may be elected by secret ballot at any meeting of the Board of Directors or by mail, using the two envelope system. Affirmative votes of 2/3 of the Directors voting are required to elect an applicant. An applicant who has received a negative vote by the Board may be presented by the applicant’s endorser at the next Annual Meeting of the Club and the members present may elect such applicant by secret ballot and a favorable vote of 2/3 of the members present. Applicants for membership who have been rejected by the Club may not re-apply within twelve months after such rejection.
SECTION 4: Termination o/Mew/iers/n/? - 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. Dues obligations 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 90 days after the first day of the fiscal year; however the Board may grant an additional 90 days of grace to such delinquent members in meritorious cases. In no case may a member be entitled to vote whose dues are unpaid. c) by expulsion. A membership may be terminated by expulsion as provided in Article V\ of these bylaws
ARTICLE II MEETINGS
SECTION 1: Annual Meeting - The annual meeting of this Club shall be held in months of September, October or November in conjunction with the Club’s Specialty Show if possible. The Board shall designate the place, date and hour. Written notice of the annual meeting shall be mailed by the Secretary at least 30 days prior to the date of the meeting. The quorum for the annual meeting shall be 10 percent of the members in good standing.
SECION 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 upon receipt of a petition signed by 10% of the 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. Written notice of such meeting shall be mailed by the Secretary at least 14 days and not more than 30 days prior to the meeting. The notice of the meeting shall state the purpose of the meeting and no other Club business shall be transacted. The quorum for such a meeting shall be 10% of the members in good standing.
SECTION 3: Board Meetings - The first meeting of the Board of Directors shall be held immediately following the election. 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 such a meeting shall be mailed by the Secretary to each member of the Board at least 14 days prior to the date of the meeting. The quorum for a Board meeting shall be a majority of the Board. SECTION 4: Board Business - The Board may also conduct its business by telephone conference call, mail, and FAX, provided it does not conflict with any other provision of these bylaws. Items voted upon by telephone conference call, mail or FAX must be confirmed in writing within 7 days.
ARTICLE III DIRECTORS AND OFFICERS
SECTION 1: Board of Directors - The Board shall be comprised of the President, Vice-President, Secretary, Treasurer, and four Members-at-Large, all of whom shall be members in good standing who are residents of the U.S., and eighteen years of age or older. They shall be elected for a rotating two-year term as provided in Article IV. The President, Secretary, and two Board members shall be voted on in years ending in an odd number. The Vice-President, Treasurer, and the remaining two Board members shall be voted on in years ending in an even number. General management of the Club’s affairs shall be entrusted to the Board.
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 Club and of the Board, and shall have the duties and powers normally appurtenant to the office of the 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 matters of which a record shall be ordered by the Club, have charge of the membership, notify officers and Directors of their election to office, keep a roll of the members of the Club with their addresses, and carry out such other duties as are prescribed in these bylaws. d) The Treasurer shall colleet and receive all moneys due or belonging to the Club. He shall deposit the same in a bank approved by the Board, in the name of the Club. The Treasurer shall be bonded in such amount as the Board of Directors shall determine. The books shall at all times be open to the inspection of the Board, and a report shall be given at every meeting on the condition of the Club’s finances and every item of receipt or payment not before reported. At the Annual Meeting an accounting shall be rendered of all moneys received and expended during the previous fiscal year. e) The offices of Secretary and Treasurer may be held by the same person, in which case the Board shall consist of at least seven persons. f) AKC Delegate. Among other duties, the Delegate shall report to the Club all actions and matters discussed at the AKC’s Quarterly meetings.
SECTION 3: Vacancies - Any vacancies occurring in the Board or among the officers in the middle of their term shall be filled until the next election for that position 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 the Vice-President shall be filled by the Board.
ARTICLE IV THE CLUB YEAR, VOTING, NOMINATIONS, AND ELECTIONS
SECTION 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 immediately at the conclusion of the election and shall continue through the next election. The elected officers and directors shall take office on the first day of the month following the election and each retiring officer shall turn over to his successor in office all properties and records relating to that office within 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, except for the annual election of officers, the delegate and directors, and for amendments to the constitution and bylaws and the breed standard, 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 iPor decision of the members by written ballot cast by mail.
SECTION 3: Annual Election - The election of officers and delegate to The American Kennel Club (who may but need not be a director or officer of the Club) shall be conducted by secret ballot. Voting for candidates, if necessary, shall take place in September. The Secretary or an independent firm should send, receive and count ballots. The nominated candidate receiving the greatest number of votes for each office shall be declared elected. The results of the mail-in balloting shall be announced in the next Quarterly Newsletter.
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 March 15. The Committee shall consist of three members from different areas of the U.S.A. and two alternates, all members in good standing, no more than one of whom may be a member of the current Board. The Board shall name a chairman of the committee. The Nominating Committee may conduct its business by mail. a) The Committee shall nominate from among the eligible members of the Club, one candidate for each open office, and for each open position on the Board and for the delegate to The American Kennel Club, and shall procure the acceptance of each nominee so chosen. The Committee should consider geographical representation of the membership of the Board. 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 state in which he resides, to each member of the Club on or before August 1 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 24. The petition shall be signed by five members and accompanied by the written acceptance of each additional nominee signifying his 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 received postmarked on or before August 24, the Nominating Committee’s slate shall be declared elected and no balloting will be required. d) If one or more additional nominations are received by the Secretary postmarked on or before August 24 the Secretary or an independent firm shall mail to each member in good standing a ballot listing all nominees for each contested position in alphabetical order with names of states in which they reside
together with a blank envelope and a return envelope addressed to the Secretary or the independent firm marked “Ballot” and bearing the name of the member to which it was sent. So that the ballots may remain secret, each voter, after marking his ballot, shall seal it in the blank envelope, which in turn shall be placed in the second envelope addressed to the Secretary or the independent firm, who 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. The membership shall be notified of the election results in the next Quarterly Newsletter. 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, trophies, annual prizes, 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 VI 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 Secretary together with a deposit of $10.00 which shall be forfeited if such charges are not sustained by the Board following a hearing. The Secretary shall promptly send a copy of the charges to each member of the Board, 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 that the charges do not allege conduct which would be prejudicial to the best interests of the Club or the Breed it may refuse to entertain jurisdiction. If the Board entertains jurisdiction of the charges it shall fix a date for a hearing by the Board or a committee of not less than three members of the Board, not less than 3 weeks nor more than 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 - T\xq Board 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 the Board committee may by a majority vote of those present reprimand or suspend the defendant from all privileges of the Club for not more than six months from the date of the hearing or until the next annual meeting if that will occur after six 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 next annual meeting, which considers the recommendation of the Board or the Board committee. Immediately after the Board 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 an annual meeting of the Club following a Board hearing, and upon the recommendation of the Board or Board committee as provided in Section 3 of this Article. 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 recommendation, 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. If expulsion is not so voted, the Board’s suspension shall stand.
ARTICLE VII AMENDMENTS
SECTION 1: Amendments to the Constitution, Bylaws and Breed Standard may be proposed by the Board of Directors or by written petition addressed to the Secretary signed by 20% 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 recommendation of the Board by the Secretary for a vote within three months of the date when the petition was received by the Secretary.
SECTION 2: The Constitution, Bylaws and Breed Standard 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 on the date of mailing, 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 followed in handling such ballots to insure secrecy of the vote. Notice with such ballot shall specify a date not less than 30 days after the date postmarked by which date the ballots must be returned to the Secretary to be counted. The favorable vote of 2/3 of the members in good standing who return valid ballots within the time limit shall be required to effect any such amendment.
SECTION 3: No amendment to the Constitution, Bylaws and Breed Standard 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
The Club may be dissolved at any time by the written consent of 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, 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 I: At meetings of the Club, the order of business, so far as the character and nature of the meeting permit, shall be as follows:
Roll call Minutes of last meeting Report of President Report of Secretary Report of Treasurer Report of Committees Installation (Officers and Board at Annual Meeting) Unfinished Business New Business Adjournment
SECTION 2: At meetings of the Board, the order of business, unless otherwise directed by majority vote of Roll call Minutes of last meeting Report of President Report of Secretary Report of Treasurer Report of Committees Installation (Officers and Board at Annual Meeting) 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:
Minutes of last meeting 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 order the Club may adopt.