Article IV

Board Meetings

Section 1. Board Meetings. Meetings of the Board of Directors shall be held within fourteen (14) days of Board Members taking office. Other Board of Directors meetings shall be at such times and places as are designated by the President or by a majority of the full Board of Directors. There shall be a minimum of three Board of Director meetings per year and may be held by remote communication, such as teleconferencing and videoconferencing as authorized by the Delaware General Corporation Law and the American Kennel Club, designated by the person or persons authorized to call such meetings. Notice shall be sent by the Secretary and shall the place, if any, date and time of the Board of Directors meeting, the means of remote communications, if any, by which the Club members may be deemed to be present in person and vote as such meeting, and the record date for determining members entitled to vote at the meeting, shall be given not less than ten (10) days nor more than sixty (60) days before the date on which the meeting is to be held. The quorum for such a meeting shall be a majority of the Board.

Section 2. 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 may be held by remote communication, such as teleconferencing and videoconferencing as authorized by the Delaware General Corporation Law and the American Kennel Club. Notice shall be sent by the Secretary and shall the place, if any, date and time of the Board of Directors meeting, the means of remote communications, if any, by which the Club members may be deemed to be present in person and vote as such meeting, and the record date for determining members entitled to vote at the meeting, shall be given not less than ten (10) days nor more than sixty (60) days before the date on which the meeting is to be held. The quorum for such a meeting shall be a majority of the Board.

Section 3. Board Business. The Board of Directors may also conduct its business (including disciplinary hearings) by mail, e-mail, and remote electronic methods such as teleconferencing and videoconferencing, in accordance with the Delaware General Corporation Law and the American Kennel Club, provided it does not conflict with any other provision in these Bylaws. Items voted upon by any method other than “in-person” meetings must be confirmed in writing by the Secretary within seven (7) days. All meeting minutes must be circulated by the Secretary, or designee, to all Board Members within fourteen (14) days to ratify the meeting. The minutes shall become effective upon circulation and with no objections being filed, either orally or in writing, with the Secretary within one week after the Board of Directors’ receipt thereof.

Article V

Directors and Officers

Section 1. Board of Directors. General management of the Club’s affairs shall be entrusted to the Board of Directors. The Board of Directors shall be comprised of the Officers, all of whom shall be voting members in good standing who are residents of the United States. The Board of Directors shall be elected for two-year terms and shall serve until their successors are elected. No member shall be eligible to be elected to an office or to the Board of Directors who has not been a member in good standing with the Club for a period of two years preceding such election. Any Director who fails to attend three Board meetings in any 12-month period, without just cause as determined by the Board, will be deemed to have vacated his/her position unless just cause was determined by the Board.

Section 2. Authority and Duties of the Board of Directors

The duties of the Board of Directors include but are not limited to

A. Approve applicants for membership;
B. Approve all expenditures of the Club;
C. Set budgets;
D. Set amount charged for dues;
E. Conduct regular and special meetings;
F. Set and conduct the annual meeting;
G. Prepare or approve all ballots and surveys and designate tellers;
H. Appoint Committee chairpersons and non-voting Board members;
I. Establish and terminate Committees as necessary to conduct the work of the Club;
J. Conduct disciplinary hearings and issue suspensions when necessary;
K. Propose amendments to the Bylaws and to the standard for the breed;
L. Fill vacant positions on the Board;
M. Approve the official minutes;
N. Approve activities associated with the annual National Specialty Show;
O. Make any other decisions and take any other actions that are necessary, desirable, or convenient for running the Club.

Section 3. Officers. The Club’s officers, consisting of the President, Vice President, Secretary, Treasurer and Director, shall serve in their respective capacities both regarding 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 of Directors, be an ex Officio member of all committees except the Nominating Committee 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, incapacity, or resignation.

c. The Secretary shall keep a record of all meetings of the Club and of the Board of Directors and of all matters of which a record shall be ordered by the Club; have charge of 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 electronic mail addresses, which shall be sent to any member in good standing, upon written request, once every Club year, and carry out such other duties as prescribed by these Bylaws.

d. The Treasurer shall collect and receive all funds due or belonging to the Club, be responsible for obtaining insurance coverage and for the filing of tax and other governmental administrative forms. The Treasurer, in the name of the Club, oversees the deposit of funds received in any appropriate financial institution approved by the Board of Directors. The Club’s books and financial records shall always be open to the inspection of the Board of Directors and shall be open to inspection by the membership in good standing upon request to the Board. The Treasurer shall furnish a report at every meeting stating the condition of the Club’s finances, and every item of receipt and payment not before reported. At the Annual Meeting, the Treasurer shall render an annual account of all funds received and expended during the previous fiscal year and state the financial condition of the Club. The Treasurer’s books and records shall be subject to audit by a qualified individual or committee upon prior notice by and at the request of the Board of Directors. The Treasurer shall be bonded in such amount as the Board of Directors Shall determine. The costs of said bond and audits shall be assumed by the Club. The Treasurer shall perform other duties as may be requested by the Board of Directors. The Treasurer shall have authority to issue payments for Club expenses of up to $200.00. Amounts in excess of this amount must be submitted to the Board of Directors for approval prior to payment. The Club shall be insured in such amount and through a type of policy as the Board of Directors shall determine which will cover the actions of the Treasurer.

e. The Director shall attend all meetings of the Board of Directors, actively engage in Board meetings, serve on at least one committee, and support Board decisions of Directors.

Section 4. AKC Delegate. The Club shall have a Delegate to The American Kennel Club. Such Delegate shall be elected by majority vote of the full Board of Directors at its first meeting following the second AKC Delegates’ Meeting of the calendar year, after the Delegate’s term has expired or at the first meeting after receipt of the Delegate tendering his/her letter of intent to resign from the position. The Delegate need not be a Club Director. If the Delegate is not a Club Director, any member in good standing and qualified by The American Kennel Club shall be eligible for election to serve as Delegate. The Delegate shall be furnished a copy of the approved Board meeting minutes in a timely manner. The Delegate shall hold office for a term of three (3) years and until the Delegate’s successor shall have been duly elected and qualified. The Delegate may serve an unrestricted number of three years. The Delegate should attend Board Meetings whenever possible. The Delegate shall be expected to attend The American Kennel Club Quarterly Delegate Meetings and shall perform all duties prescribed by The American Kennel Club as follows: report to the members at the Annual Meeting of the Club, and to the Board upon request of the Board, represent the Club in all matters concerning the interests of the Club in its relations with The American Kennel Club. The Delegate shall take office immediately upon election and shall serve until the next Annual Meeting, or until a successor is qualified.

Section 5. Vacancies. Any member of the Board who is absent from three consecutive meetings without cause, as determined by the Board of Directors, will be deemed to have vacated the position. Any vacancy occurring on the Board or among the Officers during the elected term shall be filled for the remainder of the position’s term until the next election by a majority vote of the then remaining members of the Board; except that a vacancy in the office of President shall be filled automatically by the Vice-President for the remainder of the term. The resulting vacancy of in the office of Vice President shall be filled by the Board of Directors. Any member considered for appointment by the Board of Directors to fill any vacancy on the Board of Directors shall have been a Voting Member for at least twelve months prior to the date of appointment. Should one (1) or more years remain on the unexpired term, the member shall be treated as if he/she had served a full term. In the event of a vacancy of the AKC Delegate, the Club must apply to the office of The American Kennel Club Executive Secretary for approval of Delegate credentials.

Section 6. Indemnification.

a. Each person who shall serve as a Board Director shall be indemnified by the Club against all costs and expenses incurred by, or imposed upon, such Director in connection with or resulting from any action, suit, or proceeding to which the Director is, or may be made, a party by reason of such Director being of having been a Director of the Club.

b. Such indemnification shall include settlements made in amounts approved by the Board of Directors at the time such settlement is effective whether or not such person is a Director at the time such costs are incurred by or imposed upon such Director.

c. Notwithstanding the forgoing, the indemnification shall not apply where the Director shall be finally adjudged to be liable by reason or having been negligent or guilty of misconduct or otherwise derelict in the performance of his/her Director duties. The right of indemnification herein provided shall not be exclusive of other rights to which such person may be entitled as a matter of law.

Section 7. Compensation and/or reimbursement. No Board Member shall receive any compensation for services rendered to the Club; however, a Board Member or the AKC Delegate may be reimbursed for out-of-pocket expenses reasonably incurred by that Board Member or AKC Delegate on behalf of the Club if such expenses were pre-approved by a majority vote of the full Board.

Article V

THE CLUB FINANCIAL/FISCAL YEAR, VOTING, NOMINATIONS, ELECTIONS, OFFICIAL YEAR

Section 1. The Club Fiscal Year. The Club’s fiscal year shall begin on the first day of January and end on the 31st day of December. The Club’s official year shall begin immediately at the conclusion of the elections and shall continue through the next election. The elected Officers and Directors shall take office immediately upon the conclusion of the election and each retiring Officer and Director shall turn over to her/his successor in office all properties and records relating to that office within 30 days after the election.

Section 2. Voting. Voting shall be limited to those voting members in good standing who are present at the meeting except for the annual election of officers, directors and amendments to the Constitution, Bylaws and the standard for the Breed, which shall be decided by secret ballot cast by mail or in accordance with AKC’s procedure on Electronic Balloting for AKC Parent Clubs. 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 or in accordance with AKC’s procedure on Electronic Balloting for AKC Parent Clubs. Such decisions shall be passed by a majority vote of those regular members casting ballots. Voting by proxy will not be permitted aa any time in conducting any of the Club’s business.

Section 3. Nominations and Ballots. No person may be a candidate in a Club election who has not been a member in good standing for two (2) continuous years immediately prior to election in accordance with these Bylaws and who has not been nominated in accordance with these Bylaws. A Nominating Committee shall be appointed by the Board of Directors before April 30 prior to an election year at which the new offices and Board of Directors assume office. The Nominating Committee shall consist of one Board Member and four voting Members who have demonstrated their commitment to the Club and have substantial experience with Club activities. Geographic diversity should be considered in the composition of this committee. The Board shall name a chair for the Nominating Committee. The Nominating Committee may conduct its business by mail, e-mail, in person, electronic methods in accordance with Delaware state law, or telephone conference call. No two relatives, or two Voting Members of the same household, shall serve on the Nominating Committee at the same time.

a. The Nominating Committee shall nominate from among the eligible voting members of the Club, one candidate for each office and for each position of the Board of Directors shall procure in writing the acceptance for each nominee so chosen. The Committee should consider geographical representation of membership on the Board to the extent that it is practical to do so. The nominees shall be solicited by the Nominating Committee for written consent to be placed on the ballot. The Nominating Committee shall submit its slate of nominees to the Secretary by August 1 but not before July 25. The Secretary shall mail and/or distribute via electronic means a list of nominees, in alphabetical order and include the nominees’ full names and addresses to each voting member before August 20. The list shall be on a Club nominating form that shall contain space for additional nominations and additional nomination may be made by the voting membership.

b. In addition to the six Nominating Committee nominations, a maximum of five additional nominations of eligible members may then be made by a voting member by placing the names and addresses of the write-in nominees on the Club nominating form. The form shall be completed and mailed to the Secretary postmarked no later than September 10. In order for any write-in nominee to be eligible to be placed on the election ballot, the Secretary shall receive at least ten write-in nominations per nominee. All eligible voting members receiving at least ten write-in nominations shall be contacted by the Secretary, informed of their nomination, and solicited for their written permission to be placed on the election ballot. Such written consent shall be received by the Secretary no later than September 25. All of the eligible write-in nominees who receive a minimum of ten nominations and who accept his/her nomination shall be placed on the ballot. If none of the write-in nominees accept his/her nomination or there are no eligible write-in nominees, the Nominating Committee’s nominees shall be declared elected by acclamation and no election ballot shall be mailed to the membership. Notice of that effect shall be printed in the next official Club publication.

c. Only one person per household shall be a candidate, and no person shall be a candidate for more than one position, and the additional nominations which are provided for herein may be made only amount those eligible members who have not accepted a nomination of the Nominating Committee.

d. If any valid additional nominations are received by the Secretary on or before September 10, on or before October 10 the Secretary shall mail to each eligible member in good standing, whose dues are paid for the current year, a ballot listing all of the nominees for each position in alphabetical order, with the states in which they reside, together with a return envelope addressed to the designated independent professional firm, marked “Ballot” and bearing the name of the voting member to whom it was sent. So that the ballots may remain a secret, each voter, after marking his or her ballot, shall seal it in a blank envelope which in turn shall be placed in the second envelope addressed to the Secretary or independent professional firm designated by the Board of Directors, and mail such envelope which shall be postmarked by October 31. Between November 8 and November 12, the designated independent professional firm shall check the returns against the list of members whose dues are paid for the current year and certify the eligibility of the voters as well as the results of the voting no later than November 12 to the Secretary. The vote results shall be mailed by the Secretary to the Club members no later than November 20 via regular mail and/or electronic means of communication. If electronic balloting is used instead, it will be accomplished in accordance with The American Kennel Club’s procedure on Electronic Balloting for American Kennel Club Parent Clubs and state law, and votes will be submitted to the electronic voting company.

d. Nominations cannot be made at the Annual Meeting or in any manner other than as provided above.

Section 4. Annual Election. The election of Officers and Directors shall be conducted by secret ballot, which must be received by October 31 and shall be counted by an independent professional firm or in accordance with The American Kennel Club’s procedure on Electronic Balloting for American Kennel Club Parent Clubs and state law. Ballots in a contested election, shall be counted by three 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 apart from the annual meeting).

Article VI

COMMITTEES

Section 1. The Board of Directors shall appoint standing committees or individuals to advance the work of the Club in such matters as dog shows, companion events, obedience trials, performance events, trophies, annual prizes, membership, and other fields which may be well served by committees. Special committees may also be appointed by the Board of Directors to aid it on particular projects. Such committees shall always be subject to the final authority of the Board of Directors.

The Board may appoint a standing committee for recommendations regarding the Standard of the breed. Amendments to the Standard for the Breed must be approved by the Board of Directors of the Club before presenting to the membership for required vote. The Board of Directors of The American Kennel Club has the final authority over the Standard for the Breed.

Section 2. Voting

Article VII

Committees

Section 1. American Kennel Club Suspension. Any member who is suspended from any of the privileges of The American Kennel Club shall automatically be suspended from the privileges of this Club for a like period. American Kennel Club suspensions are published on the Secretary’s page of the AKC Gazette.

Section 2. Charges. An individual member may bring charges against another individual member for alleged misconduct prejudicial to the best interests of the Club or the breed. Written notarized charges with specific facts signed under oath (“Charges”) must be filed in duplicate with the Secretary together with a deposit of $150 which shall be forfeited if such charges are not sustained by the Board or a committee following a hearing. Disciplinary hearings may be held via telephone/video conference call. The Secretary shall promptly send a copy of the Charges to each member of the Board of Directors or present them at a Board meeting. Any Board member who is in any way involved on either side of the Charge, or is unable to make an impersonal evaluation, must inform the Secretary immediately and excuse him or herself from all deliberations and voting regarding a particular disciplinary proceeding. 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 and the breed it may refuse to entertain jurisdiction. The Board must decide whether or not to entertain jurisdiction within thirty (30) days of the receipt of the Charges. One or more members of the Board may be appointed to obtain additional information regarding the Charge before the Board makes its decision. If the Board decides to entertain jurisdiction of the Charges, it shall fix a date for a hearing by the Board of Directors or a committee of not less than three members of the Board of Directors not less than three (3) weeks nor more than six (6) weeks after the Board decides to entertain jurisdiction. The Secretary shall promptly send one copy of the Charges to the accused member by certified mail return receipt requested, or other form of acknowledged delivery, together with a notice of the hearing and an assurance that the defendant may personally appear in his/her own defense, present evidence and/or bring witnesses if he/she wishes. A copy of the Bylaws shall be included in the mailing to both the accused member and the complainant. If the member fails to attend the hearing at the appointed time as directed, the hearing shall proceed without him or her. However, if the complainant fails to attend at the appointed time as directed, the Charges against the member will be dropped and the Complainant will forfeit his or her deposit.

Section 3. Board Hearing. The Board or Board 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. If the hearing is conducted by committee, at the close of the hearing, the committee will submit its recommendations for action in writing immediately to the Secretary. The Secretary will submit the committee’s recommendations to the full Board of Directors for a vote. Should the charges be sustained after hearing all the evidence and testimony presented by complainant and defendant, the Board or Board Committee by a majority vote may set a penalty ranging from a letter of reprimand to a suspension of the defendant from all privileges of the Club for not more than six months 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. Immediately after the Board or Board 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. Notice of official disciplinary action shall be published in an official Club publication.

Section 4. Expulsion. The expulsion of a member from the Club may be accomplished only at the Annual Meeting of the Club following a hearing and upon the Board’s or Board Committee’s recommendation as provided in Section 3 of this Article. The defendant shall have the privilege of appearing in her/his own behalf, though no evidence shall be taken at this hearing. The President shall read the charges and the Board’s finding and recommendation, and shall invite the defendant, if present, to speak on his/her own behalf. The members shall then vote by secret ballot on the proposed expulsion. A 2⁄3 vote of the voting members present and voting at the Annual Meeting shall be necessary for expulsion. If expulsion is not so voted, the Board’s suspension shall stand. If a member is expelled, the expulsion shall be for a period of four (4) years from the date of the annual meeting.

Section 5. Liability. Neither the Board of Directors nor any of their members shall be liable for the decisions rendered, put into effect, or published as provided for in this article, nor for any action to related costs incurred to same.

Article IX

AMENDMENTS

Section 1. Amendments to the Constitution and Bylaws and to the breed standard may be proposed by the Board or by written petition addressed to the Secretary signed by 20% of the membership in good standing. Amendments to the Bylaws 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 petition was received by the Secretary.

Section 2. The Constitution and Bylaws may be amended at any time (or the Standard for the breed in accordance with AKC policies). In order to do this, a copy of the proposed amendments accompanied by a ballot on which a choice for or against the action to be taken shall be indicated, is to be mailed to each eligible member in good standing whose dues are paid for the current year, on the date of the mailing, by the Secretary or an independent professional firm designated by the Board as described in Article VI, Section 2, together with a return envelope addressed to the firm. Notice with such ballots shall specify a date not less than 30 days after the date postmarked, by which date the ballots must be received to be counted. The favorable secret vote of two-thirds of the members in good standing who return valid ballots within the time limit shall be required to make any such amendment. If electronic balloting is used instead, it will be accomplished in accordance with the American Kennel Club’s Procedure on Electronic Balloting for American Kennel Club Parent Clubs and state law, and votes will be submitted to the electronic voting company.

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.

Section 4. When the Certificate of Incorporation is amended, it shall be the responsibility of the Club President to file a Restated Certificate of Incorporation with the Secretary of State of Delaware within 30 days of the amendment becoming effective.

Article X

DISSOLUTION

Section 1. The Club may be dissolved at any time by the written consent of not less than twothirds 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 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, unless prohibited by State Law and provided that any recipient organization qualifies as an exempt organization under Section 501(c)(3) or Section 501(c)(4) of the Internal Revenue Code of 1986, as amended, or the corresponding provisions of any subsequent federal tax law.

ARTICLE XI

Parliamentary Authority

Section 1. The rules as 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.

ARTICLE XII

ORDER OF BUSINESS

Section 1. At the Annual and Special Meetings of the Club, the order of business, as far as the character and nature of the meeting may permit, shall be as follows:

Roll Call
Reading of Minutes of last meeting
Report of President
Report of the Vice-President
Report of Secretary Report of Treasurer
Report of the AKC Delegate
Reports of Committees Election of new members
Unfinished Business
Old 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:

Roll Call Reading of minutes of last meeting
Report of the President Report of the Vice-President
Report of Secretary Report of Treasurer
Report of the AKC Delegate
Reports of Committees
Unfinished business
Old Business New Business
Election of new members

Article XIII

ELECTRONIC COMMUNICATION

When permitted under The American Kennel Club policies, electronic notification shall be permitted.

When permitted under the laws of Delaware, in all sections of these Bylaws specifying mailed ballots, electronic balloting shall be permitted if done in accordance with The American Kennel Club’s procedure on Electronic Balloting for AKC Parent Clubs. Any member has the right to opt-out of electronic notifications provided the request is received by the Club in advance of any election deadline.