CONSTITUTION OF THE STAFFORDSHIRE BULL TERRIER CLUB OF AMERICA
This Corporation (Club) is organized under the general non-profit Corporate Laws of the State of Washington and shall have the specific and general purposes and powers set forth in its Articles of Incorporation on file in the office of the Clerk of the County of King.
NAME AND OBJECTS
SECTION 1. The name of the Club shall be the Staffordshire Bull Terrier Club of America.
SECTION 2. The Club is formed for the following objectives:
(a) to encourage and promote quality in the breeding of Staffordshire Bull Terriers and to do all possible to bring their natural qualities to perfection.
(b) to encourage the organization of independent local Staffordshire Bull Terrier 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 Staffordshire Bull Terrier 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, obedience trials, tracking tests and agility trials.
(e) to conduct sanctioned matches, specialty shows, obedience trials, tracking tests and agility 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 bylaws as may be required to carry out these objectives.
ARTICLE 1 - MEMBERSHIP
SECTION 1. Eligibility. There shall be five types of memberships, open to all persons who are in good standing with The American Kennel Club and who subscribe to the purposes of this Club.
(a) Regular Membership. Open to those persons 18 years of age and older who are residents of the United States. Members enjoy all the privileges of the Club including the right to vote and hold office.
(b) Foreign Membership. Open to those persons 18 years of age and older who reside outside the United States. Foreign members enjoy all the privileges of the Club except they may not vote or hold office and do not count in determining a quorum.
(c) Honorary Membership. Open to persons 18 years of age and older who are residents of the United States. This membership is for outstanding contributions to the Staffordshire Bull Terrier or the canine world in general and is elected by a majority vote of the Club membership. Honorary members do not pay dues and are not eligible to vote. However, such members can maintain a regular membership if they pay dues.
(d) Junior Membership. Open to residents of the United States who are between 10 and 17 years of age. These members enjoy all the privileges of the Club except the right to vote and hold office. Junior members may convert to regular membership upon reaching their 18th birthday.
(e) Household Membership. Open to two persons 18 years of age and older who are residents of the United States and living in the same residence. Household members enjoy all the privileges of the Club including the right to vote and hold office. Each person in the household shall be entitled to one vote.
SECTION 2. Dues. Dues for continuing membership shall be due on or before January 1 of each year. No member may vote whose dues are not paid for the current year. During the month of December, the Treasurer shall send to each member, by first class mail, a statement of dues for the ensuing year. Dues shall be periodically evaluated and adjusted by the Board as they deem necessary.
SECTION 3. Election to Membership. Each applicant for membership shall apply on a form as approved by the Board and which shall provide that the applicant agrees to abide by these bylaws and the rules of The American Kennel Club. The application shall state the name, address, age and occupation of the applicant and it should carry the endorsement of two members 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 vote of the Directors by mail. Affirmative votes of two-thirds of the Directors present at a meeting of the Board or of two-thirds of the 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 and the members may elect such applicant by favorable vote of 75% of the members in good standing present. Any applicant not so elected may apply again after six months.
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. Dues obligations are considered a debt to the Club and become incurred on the first day of the fiscal year.
(b) by lapsing. A membership will be considered as lapsed and automatically terminated if such members dues remain unpaid 30 days after the first day of the fiscal year. The first day of the fiscal year is January 1. The Board may grant an additional 30 days 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 or election.
(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 of the Club shall be held in conjunction with the Club??s Specialty Show, if possible, at a place, date and hour designated by the Board of Directors. The meeting will consider the reports of the affairs of the Club and transact such other business as may be brought before the meeting. Written notice of the annual meeting shall be mailed to each member by first class mail to the address appearing on the books of the Club by the Secretary not less than 30 days prior to the date of the meeting. The quorum for the annual meeting shall be 10% 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 upon receipt of a petition signed by 10% of the members of the Club who are in good standing. Such meetings shall be held at such place, date and hour as may be designated by the Board of Directors. The Secretary shall mail written notice of such meetings 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 may be transacted. The quorum for such a meeting shall be 10% of the members in good standing.
SECTION 3. Board Meetings. The Board shall meet at such time, date and place as may be designated by the President or by a majority vote of the entire Board. The Secretary shall mail written notice of such meetings 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 voting in person, by mail, fax or telephone conference call.
SECTION 4. The Board of Directors may conduct it business by mail, fax, telephone conference call, and/or e-mail, through the Secretary. When voting by e-mail, very board member must be provided with the means to participate; a procedure must be in place to verify the identity of the individuals participating to ensure that they are the eligible board members (i.e., an e-mail list which is exclusively and securely maintained for the use of the current board members; a mechanism must be in place to verify that the eligible board members are listening; and all board members must agree to participate in this manner. Items voted upon by telephone call must be confirmed in writing within 7 days.
ARTICLE III - DIRECTORS AND OFFICERS
SECTION 1. Board of Directors. The Board shall be nine in number, comprised of the officers (President, Vice President, Secretary and Treasurer) and five Directors, all of who shall be members in good standing who are residents of the United States. They shall be elected for two-year terms as provided in Article IV and shall serve until their successors are elected. The President, Treasurer and two Directors being elected one year; the Vice President, Secretary and three Directors being elected the following year. They shall be elected for not more than two successive terms to the same office and only one member from a household may serve at any one time. The office of Director (five in number) is to be represented from the five geographical areas as listed in Section 2 (e) following, in that one Director shall be elected from each of the five areas in order that each area is represented on the Board. However, these Directors are representatives of the entire Club and not just their immediate geographical areas and, as such, shall be elected by the composite regular membership in good standing.
SECTION 2. Officers. The Club‚Äôs officers, consisting of President, Vice President, Secretary, Treasurer and five Directors 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 President subject to the limitations of the Articles of Incorporation, the within Bylaws and the general corporate laws of the State of Washington as it relates to non-profit corporations.
(b) The Vice President shall have the duties and exercise the powers of the President in case of the Presidents death, absence, or incapacity.
(c) The Secretary shall have charge of the general correspondence of the Club, notify members of meetings and elections, notify new members of their election to membership, keep a roll of the members of the Club with their addresses, keep a record of all meetings of the Club and of the Board, of all votes taken by mail and of all matters of which a record shall be ordered by the Club or records as prescribed by these Bylaws and Articles of Incorporation and carry out such other duties as are prescribed in these Bylaws. Each Committee Chairman shall be responsible for all correspondence connected with the duties of that Committee.
(d) The Treasurer shall collect and receive all monies due as belonging to the Club. The Treasurer shall deposit the same in a bank satisfactory to the Board in the name of the Club. All checks disbursed by the Treasurer shall be co-signed by the Club Secretary or another member of the Board as designated by the Club President. The Treasurers books shall be open at all times to inspection of the Board and he or she shall report upon the conditions of the Clubs finances as directed by the Board. At the Annual Meeting of the Club, the Treasurer shall render an account of all monies received and expended during the fiscal year. The Treasurer shall be bonded in such amount as determined by the Board, the cost of such bond to be paid by the Club.
(e) The Directors shall be liaison representatives for all members of the Club, but in order to be readily accessible to those members living within their geographical areas, one Director shall be elected from the states grouped below. The Directors shall be elected by the composite of all regular members in good standing voting. The Directors in Area I and IV shall be elected during the electoral year that includes the President and Treasurer. The Directors from Area II, III, and V shall be elected during the year that includes the election of the Vice President and Secretary.
Connecticut, Delaware, District of Columbia, Illinois, Indiana, Maine, Maryland, Massachusetts, Michigan, Missouri, New Hampshire, New Jersey, New York, Ohio, Pennsylvania, Rhode Island, Vermont
Alabama, Arkansas, Florida, Georgia, Kentucky, Louisiana, Mississippi, North Carolina, South Carolina, Tennessee, Virginia, West Virginia, Puerto Rico
Alaska, Idaho, Minnesota, Montana, Oregon, North Dakota, South Dakota, Washington, Wyoming
Arizona, Colorado, Iowa, Kansas, Nebraska, Nevada, New Mexico, Oklahoma, Texas, Utah, Wisconsin
(f) AKC Delegate. To be eligible to represent the Club as Delegate to The American Kennel Club at its quarterly meetings, the candidate shall have been a member in good standing for a period of at least two years. The Delegate shall serve as liaison between the Club and The American Kennel Club and shall communicate all matters of interest and concern to the Clubs Board of Directors as soon as practical after each meeting of The American Kennel Club. The Delegate shall be elected by the general membership for a term of two years and shall serve until his or her successor has been qualified and elected, unless he or she has voluntarily resigned or his or her appointment is withdrawn by a two-thirds vote of the membership.
SECTION 3. Vacancies. Vacancies occurring on the Board or among the offices during the year shall be filled until the next election by a majority vote of all the then members of the Board at its first regular meeting following the creation of such vacancy, or at a special Board meeting called for that purpose; except that a vacancy to 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. A vacancy shall be deemed to exist in the case of the death, resignation or removal of any director.
ARTICLE IV - THE CLUB YEAR, VOTING, NOMINATIONS, ELECTIONS
SECTION 1. Club Year. The Clubs fiscal year shall begin on the first day of January and end on the 31st day of December. The Clubs official year shall begin immediately at the conclusion of the election and shall continue through the election at the next year. 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, Delegate and Directors, amendments to the constitution and bylaws 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 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 (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. Ballots to be valid must be received by the Secretary (or independent professional firm designated by the Board) by November, 15. Ballots shall be counted by the Secretary and two inspectors of election who are members in good standing and neither members of the current Board nor candidates on the ballot (provided however, that the Board may designate an independent professional firm to send, receive and count the ballots). 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 new Board of Directors in the manner provided by Article III shall fill the vacancy so created.
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 and who has not been a regular member in good standing for 12 consecutive months immediately prior to July 15. No person may be nominated for a third successive term for the same office, nor may more than one member of a household run for office or hold office concurrently. The Board of Directors shall choose a nominating committee before July 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 who may be a member of the current Board of Directors. The Board shall name a chairman for the committee and it shall be his duty to call a Committee meeting on or before August 1. The Nominating 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 (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 on the Board to the extent that is practicable 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 resides, to each member of the Club before August 15 so that additional nominations may be made by the members if they so desire by September 15.
(b) Additional nominations of eligible members may be made by written petition addressed to the Secretary and postmarked on or before September 15, 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 postmarked on or before September 15, the Nomination Committees slate shall be declared elected and no balloting will be required.
(d) If one or more valid additional nominations are postmarked on or before September 15, the Secretary (or an independent professional firm designated by the Board) shall on or before October 1, mail to each member in good standing a ballot listing all of the 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 (or designed professional firm) marked Ballot and bearing the name of the member who whom it was sent. So that the ballots may remain secret, each voter, after marking 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 envelope, and shall certify the eligibility of the voters as well as the results of the voting which shall be communicated to the membership by mail.
(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, agility trials, 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 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 form 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 $25, which shall be forfeited if the Board or a Committee following a hearing does not sustain such charges. The Secretary shall promptly 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 that the charges do not allege conduct, which would be prejudicial to the best interests of the Club of 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 three weeks nor more than six 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 or her own defense and bring witnesses if he or she 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 months. And, if it deems that punishment insufficient, it may also recommend to the membership that the penalty by expulsion. In such case, the suspension shall not restrict the defendants right to appear before 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 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 the recommendation of the Board or committee as provided in Section 3 of this Article. The defendant may appeal his or her expulsion to the membership at large. The Board shall read the charges and the findings and recommendations, and the defendant, either by being present or by mail, may speak in his or her own behalf. The meeting shall then vote by secret ballot on the proposed expulsion. A two-thirds 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. No amendment to the Constitution and Bylaws or to the Standard for the breed that is adopted by the Club shall become effective until the Board of Directors of The American Kennel Club has approved it.
SECTION 2. 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 20% 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 months of the date when the Secretary received the petition. The Directors shall make such recommendations by a majority vote of the Board.
SECTION 3. 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 on the date of the mailing, accompanied by a ballot on which a choice for or against the action to be taken shall be indicated. 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 two thirds 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 not less than two thirds 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 of Directors.
ARTICLE IX - ORDER OF BUSINESS
SECTION 1. At meeting of the Club the order of business, so far as the character and nature of the meeting may permit, shall be as follows:
Reading of minutes of last meeting
Report of President
Report of Secretary
Report of Treasurer
Report of Committees
Election of new members
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 meeting
Report of Secretary
Report of Treasurer
Reports of Committees
Election of new members
ARTICLE X - PARLIAMENTARY AUTHORITY
SECTION 1. The rules contained in the current edition of Robert‚Äôs 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.