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SCBdFC
Southern California
Bouvier
des Flandres Club Inc.
Constitution and
Bylaws
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Constitution and Bylaws
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Constitution and Bylaws
Revised
2002
Constitution
ARTICLE I
Name and Objectives
Section 1.
The name of this Club shall be the Southern California Bouvier des
Flandres Club, Inc.
Section 2. The objectives of the Club shall be:
b. 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 Bouvier des Flandres shall be judged.
c . To do all in its power to protect and advance the interests of the breed by encouraging sportsmanlike competition at dog shows, obedience trials, herding tests and trials.
d. To conduct sanctioned matches, specialty shows, obedience trials, herding tests and herding trials under the rules and regulations of the American Kennel Club.
e. To lend aid, encouragement, counsel and advice to novices, breeders, and/or exhibitors. f. To further the dissemination of knowledge regarding the Bouvier des Flandres.
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. Profits obtained by the Club are
devoted to the objectives of purposes above and/or charitable or civic
organizations which are 501 (c) (3) designated.
Section 4. The members of the Club shall adopt and may from time to time revise such bylaws as may be required to carry out these objectives.
Bylaws
Article I
Membership
Section 1.
Eligibility. There shall be two types
of voting membership and three types
of non-voting membership.
Voting membership is open to all persons 18
years of age and older who are in good standing with the American Kennel Club,
who reside in the greater Los Angeles area, subscribe to the purposes of this
Club and who at the time of application for membership are owner or part owner,
or are the spouse of an owner or part owner of a Bouvier des Flandres. While
membership is to be unrestricted as to residence, the Club's primary purpose is
to be representative of the breeders, exhibitors and Bouvier fanciers in its
immediate geographic area. (re: greater Los Angeles area)
Non-voting membership is open to all
persons.
Voting Memberships:
a. Regular Membership
open to all persons 18 years of age or older, who meet the eligibility
requirements for membership and are sponsored by two (2 voting) members in good
standing with the Club and the applicant resides within the greater Los Angeles
area. Each regular membership shall be entitled to one vote.
b. Household Membership shall be for two (2) or more people
living in the same household in the greater Los Angeles area. A household
membership shall be entitled to no more than two votes and those voting must be
eighteen (18) years of age or older at the time of application, meet the
eligibility requirements for membership, and are sponsored by two (2) members in
good standing with the Club.
Non-voting Memberships:
a. Junior
Membership: Open
to any person under 18 years of age, who is in good standing with the American
Kennel Club, who subscribes to the purposes of this Club, who at the time of
application meets the eligibility requirements for membership, and are sponsored
by two (2) members in good standing with the Club.
Junior members will not be entitled to
vote on Club matters nor will they be eligible to hold office.
A Junior member shall become a Regular member with all the rights and
privileges attached thereto upon reaching eighteen (18) years of age.
Dues of Junior members will be two/thirds (2/3) that of the Regular
membership and will remain at that level until the end of the calendar year in
which they turn eighteen (18) years of age.
b. Associate
Membership: Associate membership shall not require
endorsement of any members and does not require ownership of a Bouvier des
Flandres. Associate members can not
vote or hold office, but will be entitled to participate in all Club activities
and will receive the Club Newsletter.
c. Honorary
Membership: Any individual who has distinguished
her/himself because of outstanding service to the Club or betterment of the
Breed can be recommended by the Board for honorary membership and elected by the
General Membership. Honorary members shall not have voting privileges unless
they pay dues.
Section 2.
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 the Constitution and By-laws of the Southern California Bouvier des
Flandres Club 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 two (2) members of the Club in good standing. Accompanying the
application, the prospective member shall submit dues payment for the current
year and the one time administrative fee. The application should then be
forwarded to the Club Secretary.
a. The
Club Secretary shall submit the application for membership at the next regular
Board Meeting. A majority of the quorum vote of the Board of Directors is
required to pass the membership application on to the General Membership for
their approval through publication in the Bulletin.
b. If no written
comments are received from the General voting membership, the application will
stand as presented. Written comments
regarding a membership application received from the membership by the Board
will be read at the next scheduled meeting, and a vote taken of the members
present. Only a simple majority of
the eligible votes present is required for membership.
c. In the event the application was not approved under Article III,
Section 1, Paragraph c, of this Constitution and Bylaws, the prospective member
has the recourse to appeal that decision to the General Membership at the next
regularly scheduled meeting.
Section 3.
Dues. The annual dues of the Southern
California Bouvier des Flandres Club will be set by its Board of Directors.
Membership dues may not exceed $100.00 per year.
Any change in dues shall become effective immediately following the vote
to implement such change. Membership
dues are payable on or before the 1st day of June of each year. No
member may vote whose dues are not paid for the current year. On
or before May 1st the Treasurer
shall send to each member a statement of dues for the ensuing year.
Membership will be considered lapsed if not paid by June 30th.
Section 4.
Termination of Membership. Memberships may
be terminated:
a. By
resignation. Any
member in good standing may resign from the Club upon written notice to the
Secretary, but no member may resign when in debt to the Club.
Obligations other than dues are considered a debt to the Club and must be
paid in full prior to resignation.
b. By
lapsing. A
membership will be considered as lapsed and automatically terminated if such
member’s dues remain unpaid 30 days after the first day of the membership
year. 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 IV of
these Bylaws.
Section 5.
Club Property.
a. No member of the Club
shall use the Club or its equipment for their own private or commercial use.
Club equipment; shall include the Club Logo, Club Banners, all articles
and hardware purchased with Club funds, and all articles and hardware donated to
the Club.
b. Club members shall
not dispose of, by sale, gift or any other means, Club equipment, unless
authorization to do so is obtained from the Board of Directors.
i.
Requests for authorization must be made in writing or in person at a
regular Board Meeting or at a Special Board meeting. Approval of such requests
shall require a majority vote of the Board.
ii. In the event that no Board Meeting is scheduled between the date of
request and the date of use or disposal of Club equipment, the President shall
approve or deny requests.
Section 1.
Club Meetings. Meetings
of the Club shall be held each month within the greater Los Angeles area at such
hour and place as may be designated by the Board of Directors. Written notice of
each such meeting shall be mailed by the Secretary at least 10 days prior to the
date of the meeting. The quorum for
such meetings shall be 10 percent of the voting 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 and voting at any
regular or special meeting of the Board; and shall be called by the Secretary
upon receipt of a petition signed by five members of the Club who are in good
standing. Such special meetings
shall be held within the greater Los Angeles area at such place, date and hour
as may be designated by the person or persons authorized herein to call such
meetings. Written notice of such a
meeting shall be mailed by the Secretary at least five days and not more than
fifteen days prior to the date of the meeting, and said notice shall state the
purpose of the meeting, and no other club business may be transacted thereat.
The quorum for such a meeting shall be 20 percent of the voting members
in good standing who are present.
Section 3.
Board Meetings. Meetings of the Board of
Directors and Officers shall be held each month within the greater Los Angeles
area at such hour and place as may be designated by the Board. Written notice
including use of electronic media of each such meeting shall be mailed by the
Secretary at least five days prior to the date of the meeting. The quorum for
such a meeting shall be a majority of the Board.
Section 4.
Special Board Meetings. Special
meetings of the Board may be called by the President; and shall be called by the
Secretary upon receipt of a written request signed by at least three members of
the Board. Such special meetings shall be held within the greater Los Angeles
area at such place, date, and hour as may be designated by the person authorized
herein to call such meeting. Written
notice, including use of electronic media shall be mailed by the Secretary at
least five days and not more than ten days prior to the date of the meeting.
Any such notice shall state the purpose of the meeting and no other
business shall be transacted thereat. The
quorum for such a meeting shall be a majority of the Officers and Board.
Section 5. Voting. Each voting member in good
standing, whose membership includes voting rights and whose dues are paid for
the current year shall be entitled to one vote at any meeting of the Club at
which he/she is present. Votes to be
cast in person by a show of hands, though any member can request a secret ballot
vote at any time. Proxy voting will
not be permitted at any club meeting or election.
Section 1.
Board of Directors. The
entire Board (9) shall be comprised of the Officers (4) and the immediate past
president, if one exists, and four (4) other duly elected persons, all of whom
should be members in good standing. If
no immediate past president is available, a fifth person shall be elected as
Director. All Officers and Directors
shall be elected for a one year term at the Clubs annual meeting as provided in
Article IV and shall serve until their successors are elected.
General management of the Club’s affairs and its property shall be
entrusted to the Board of Directors. Any
Officer or Board Member who is absent, without reasonable cause, for 3 Board
Meetings may be terminated from the office, and the remaining Officers and Board
Members shall appoint a Club Member in good standing for the remainder of the
term of office of the terminated Office or Board Member(s).
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 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. The
President shall also be an ‘ex officio’ member of all committees except the
nominating committee. At regular or
special meetings of the membership, the President shall have, in addition to
his/her individual vote, another vote by virtue of his/her office.
This provision is to be invoked only in cases of tie vote at any of said
meetings.
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.
The Vice President shall also serve as program chairman.
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 all correspondence,
notify members of meetings, notify new members of their election to 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
collect and receive all moneys due or belonging to the Club.
Monies shall be deposited in a bank or trust company designated by the
Board, in the name of the Club. Monies
shall not be drawn out except upon a check signed by the Treasurer for amounts
up to and including $500; and the Treasurer and the President or the Treasurer
and the Vice-President for amounts over $500.
The books shall at all times be open to inspection by 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; 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.
All monies of the Club shall be
immediately deposited in the name of the Club in such bank or trust company as
the Board of Directors may designate.
e. No elected Officer
can be re-elected to the same office for a third consecutive term except where
unusual circumstances warrant. Such
deviation will require the consent of the nominating committee and the Board,
before that person may run for an additional term against others nominated for
that office as elsewhere provided in the bylaws.
f. Officers and
Directors shall serve without compensation, except they shall be allowed
reasonable advancement or reimbursement of expenses incurred in the performance
of their regular duties.
g. The Board of Directors, at the Club’s expense, may require a bond
from any Officer, Agent, or representative of the Club whose duty it shall be to
handle the finances of 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 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 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, Annual Meeting, Elections
Section 1.
Club Year. The
Club’s fiscal year shall begin on the first day of June and end on the last
day of May. The Club’s
official year shall begin immediately at the conclusion of the election at the
annual meeting and shall continue through the election at the next annual
meeting.
Section 2.
Annual Meeting. The
annual meeting shall be held in the month of December at which Officers and
Directors for the ensuing year shall be elected by secret ballot from among
those nominated in accordance with Section 4 of this Article. They shall take
office immediately upon the conclusion of the election and each retiring Officer
shall turn over to the successor in office all properties and records relating
to that office within 30 days after the election.
Section 3.
Elections. The
nominated candidate receiving the greatest number of votes for each office shall
be declared elected. The 4 or 5
nominated candidates for other positions on the Board who receive the greatest
number of votes for such positions shall be declared elected.
In case of tie votes for an Officer or Director, the tie would be broken
by a majority vote of the members present. The following procedure is to be
observed with regard to the election of Officers and Directors.
Each voting member present at the Annual Brunch will receive one ballot;
all voting will be by secret ballot only. Ballots
shall be counted at the meeting by three (3) inspectors of elections, one of
whom shall be the Club Secretary or a person designated by the Board and the
others to be chosen by the members present at the meeting.
Section 4.
Nominations. No
person may be a candidate in a Club election who has not been nominated.
During the month of August, the Board shall select a Nominating Committee
consisting of three (3) members and two (2) alternates, not more than one of who
shall be a member of the Board. The Secretary shall immediately notify the
committeemen and alternates of their selection. The Board shall name a Chairman
for the committee and it shall be his/her duty to call a committee meeting,
which shall be held on or before August 31st.
a. During the month of
August, the committee shall nominate, one candidate for each Office and no more
than five (5) candidates for the Board of Directors, and after securing the
consent of each person so nominated, shall immediately report their nominations
to the Secretary in writing.
b. Upon receipt of the
Nominating Committee’s report, the Secretary shall notify each member in
writing of the candidates so nominated by October 1.
c. Additional
nominations may be made at the November meeting by any member in attendance,
provided that the person so nominated does not decline when their name is
proposed, and provided further that if the proposed candidate is not in
attendance at this meeting, the proposer shall present to the Secretary a
written statement from the proposed candidate signifying willingness to be a
candidate. No person may be a
candidate for more than one position.
d. 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 services have 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 privileges of the Southern California
Bouvier des Flandres 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. Written charges with
specifications must be filed in duplicate with the Secretary together with a
deposit of $100.00 which shall be forfeited if the Board following a hearing
does not sustain such charges. The Secretary shall promptly send one 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. If
the Board considers that the charges do not allege conduct, which would be
prejudicial to the best interests of the Club, 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 not less than three weeks or more than six weeks
thereafter. The Secretary shall promptly send on copy of the charges to the
accused member by registered mail together with a notice of the hearing and an
assurance that the defendant may personally appear in his/her own defense and
bring witnesses if he/she wishes.
Section 3.
Board Hearing.
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 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.
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 ensuing Club meeting which considers
the Board’s recommendation. Immediately
after the Board has reached a decision, it’s finding shall be put in written
form and filed with the Secretary. The
Secretary, in turn, shall notify each of parties of the Board’s decision and
penalty, if any.
Section 4.
Expulsion.
Expulsion of a member from the Club may be accomplished only at a meeting
of the Club following a Board hearing and upon the Board’s recommendation as
provided in Section 3 of this Article. Such proceedings may occur at a regular
or special meeting of the Club to be held within 60 days but not earlier than 30
days after the date of the Board’s recommendation of expulsion.
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 Board’s finding and
recommendation, and shall invite the defendant, if present, to speak in his/her
own behalf if he/she wishes. The
members shall then vote by secret ballot on the proposed expulsion.
A 2/3 vote of those present and voting at the meeting shall be necessary
for expulsion. If expulsion is not
so voted, the Board’s suspension shall stand.
Article VII
Amendments
Section 1.
Amendments to the Constitution and Bylaws may be proposed by the Board of
Directors or by written petition addressed to the Club Secretary signed by
fifteen (15) voting members 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 recommendations of the Board by the Club Secretary
for a vote within three (3) months of the date the petition was received by the
Club Secretary.
Section 2.
The Constitution and Bylaws may be amended by a 2/3 secret vote of the
members present and voting at any regular or special meeting called for the
purpose, provided the proposed amendments have been included in the notice of
the meeting and mailed to each member at least two weeks prior to the date of
the meeting.
Section 3.
“No amendment to the constitution and bylaws 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 1.
The Club may be dissolved at any time by the written consent of not less than
2/3 of the voting 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 member 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 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 last meeting
Reports of
officers
Reports of committees
Election of officers and board
(at annual meeting)
Election of new members
Unfinished
business
New business
Adjournment
Section 2.
At the 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 officers
Reports of committees
Unfinished business
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.
Incorporated in the state of California April 3, 1974 as a non-profit 501 (c) corporation.