Constitution :: concrete5

CONSTITUTION OF THE AMERICAN LHASA APSO CLUB

ARTICLE I

Name and Objects

SECTION 1. The name of the Club shall be AMERICAN LHASA APSO CLUB.

SECTION 2. These Bylaws are subject to and governed by the Commonwealth of Virginia Not-For-Profit Corporation Laws and the Articles of Incorporation of the Commonwealth. In the event of a direct conflict between the provisions of these bylaws and the mandatory provisions of the Commonwealth of Virginia Not-For-Profit Corporation Laws, the Commonwealth of Virginia Not-For-Profit Corporation Act will be controlling.

SECTION 3. The objects of the Club shall be as follows:

(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, agility, rally and obedience trials;

(e) to conduct sanctioned matches, specialty shows, agility, rally, obedience trials, and any other event for which the club is eligible under the Rules and Regulations of The American Kennel Club.

SECTION 4. In Accordance with Federal, Commonwealth and Local Law, no part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members officers, directors, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions on furtherance of the purposes set forth in the Constitution or in Article 1 of the Bylaws.

SECTION 5. The members of the Club shall adopt and may from time to time revise such By-Laws as maybe required to carry out these objectives.

BY-LAWS OF THE AMERICAN LHASA APSO CLUB

ARTICLE I

Membership

SECTION 1. Eligibility.

There shall be four 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. U. S. residents would include those residents in all U.S. Possessions and Territories.

(a) Single membership. Enjoys all the privileges of the club including the right to vote and hold office.

(b) Household membership. Open to two persons residing in the same household. Each person enjoys all the privileges of the club including the right to vote and hold office. Each shall be entitled to one vote for a maximum of two votes per household membership.

(c) Foreign memberships. For members residing outside of the United States or its territories and possessions. Foreign members enjoy all the privileges of the club, except they may neither hold office nor vote.

(d) Associate membership. Offered to people interested in the breed who do not know two ALAC members to endorse their application for full membership. Associate members are entitled to all club privileges, except they may not hold office, chair a committee, or vote. Because associate membership does not include the right to vote or hold office, these members are not counted in the quorum needed to vote. Associate members are not allowed to use the ALAC logo or refer to the Club in advertising. They may apply for full membership at any time with sponsorship from two ALAC members in good standing.

SECTION 2. Dues.

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.

(a) On or before August 1st, the Treasurer shall send to each member a statement of ~~his~~ dues for the ensuing year. Dues shall not exceed the following amounts as follows: Single Membership, $55 per year; Household Membership, $65 per year; Associate Membership, $55 per year; and Foreign Membership, $75 per year.

(b) 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. The application shall carry the endorsement of two (2) members in good standing, except for Associate Membership. 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 two-thirds vote of the Board shall be required to elect an applicant. The membership chair will notify new members of their election to membership.

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. Any applicant that is rejected for membership by the ALAC Board of Directors may not re-apply within six (6) months.

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 Corresponding 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.

ARTICLE II

Meetings

SECTION 1. Annual Meeting.

The Annual Meeting of the Club shall be held 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 Corresponding 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.

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 or email in accordance with AKC policy or shall be called by the Corresponding Secretary upon receipt of a petition signed by ten (10) percent of 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 Corresponding 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, or emailed in accordance with AKC Policy, by the Recording 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 may be in person, by mail via USPS, by email, by electronic balloting in accordance with Commonwealth of Virginia Commonwealth Law and AKC policy, by videoconference, or by telephone conference call.

SECTION 4. The Board of Directors may conduct its business by mail (USPS), email in accordance with AKC email policy for Parent Clubs, or by telephone conference call.

SECTION 5. Electronic Communication. The Board of Directors may conduct business (voting) as the Commonwealth of Virginia does not prohibit business (voting) to be conducted electronically for Not-For-Profit Organizations.

ARTICLE III

Directors and Officers

SECTION 1. Board of Directors.

The Board shall be comprised of the President, Vice-President, Recording Secretary, Corresponding 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 (3) , 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, Corresponding Secretary, Recording 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 Recording Secretary shall keep a record of all meetings of the Club and of the Board and of all votes, and of all matters of which the Club shall be ordered a record. The Recording Secretary shall notify Officers and Directors of their election to office and carry out such other duties as are prescribed in these By-Laws.

(d) The Corresponding Secretary shall have charge of the general correspondence, notify members of meetings, keep a roll of the members of the Club with their addresses, and carry out such other duties as are prescribed in these By-Laws.

(e) 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 Treasurer and the President shall each have signature authority for any financial accounts of the Club. The books shall at all times be open to inspection of the Board or the finance committee 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.

(f) 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 January 1 and end on December 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. A membership vote shall be conducted in accordance with the club’s voting policy, whether in person at a meeting, by mail (USPS), or by electronic ballot. The ballot should be sent by the Corresponding Secretary to each voting member not less than thirty (30) days prior to the closing date of such vote, to be tallied by an independent firm or election committee.

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 an independent firm or election committee. The Board will designate a closing date for voting and the independent firm or election committee will notify the membership of the date at least thirty (30) days before the closing date. The mail ballots shall be returned to the independent firm or election committee. Ballots to be valid must be received by October 1st. Results shall be delivered in writing to the Recording Secretary.

The Officers, elected to office, shall each serve for a term of two (2) years. 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, whose two year term will be ending, 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, email in accordance with AKC policy, or by telephone conference call.

(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 whose 2 year term will be ending, 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 Corresponding 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 Corresponding 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 Corresponding 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 Corresponding Secretary 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 independent firm or election committee 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 independent firm or election committee. In order for the ballots to be valid they must be postmarked on or before October 1st. The independent firm or election committee 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.

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 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 any privileges of The American Kennel Club automatically shall be suspended from all 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 Corresponding 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 Corresponding 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 Corresponding 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 Committee. Immediately after the Board or Committee has reached a decision, its findings shall be put in written form and filed with the Corresponding Secretary. The Corresponding Secretary, in turn, shall notify each of the parties of the decision and penalty, if any.

SECTION 4. Expulsion.

Expulsion of a member from the Club may be accomplished only at the Annual Meeting of the Club, following a hearing and upon 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 Corresponding Secretary signed by twenty (20) percent of the membership in good standing. Amendments proposed by such petition shall be promptly considered by the Board and must be submitted to the members with recommendations of the Board by the Recording Secretary for a vote within three (3) months of the date when the petition was received by the Corresponding Secretary.

SECTION 2. The Constitution and 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 via first class mail, by the Corresponding Secretary, to each member, accompanied by a ballot on which he may indicate his choice for or against the action to be taken. The notice shall specify a date not fewer than forty-five (45) days after the date of mailing by which date the ballots must be returned to the independent firm or election committee to be counted. The favorable vote of two-thirds (2/3) of the members in good standing whose ballots are returned 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 good standing. 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

Minutes of the last Meeting

Report of the President

Report of the Recording Secretary

Report of the Corresponding Secretary

Report of the Treasurer

Report of the Delegate to the American Kennel Club

Report of Committees

Election of Officers and Board (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 vote of those present, shall be as follows: