CBdFC Bylaws
ARTICLE I
Name and Objectives
SECTION 1
The name of the club shall be the Columbia Bouvier des Flandres Club.
SECTION 2
The objectives of the Club shall be:
a) To promote and advance the responsible breeding of purebred Bouviers des Flandres as set forth in the Columbia Bouvier des Flanders Club Code of Ethics, and the dissemination of knowledge regarding Bouviers des Flandres.
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 Bouviers 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 conformation shows, performance and companion tests/trials and other organized activities.
d) To conduct sanctioned and licensed specialty shows, performance and companion tests/trials and any other event for which the Club is eligible under the rules and regulations of the American Kennel Club.
e) To promote responsible dog ownership and to protect the welfare of the Bouvier des Flandres through breed rescue.
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 by-laws as may be required to carry out these objectives.
BY-LAWS
ARTICLE I
Membership
SECTION 1
Eligibility
There shall be four types of membership 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 (individual) - open to all persons eighteen (18) years of age or older.
b) Household - which shall be for two (2) persons residing in the same household, 18 years of age or older, each eligible to vote and hold office.
c) Junior - with all the rights and privileges of membership except voting and holding office, open to those persons under eighteen (18) years of age.
d) Associate membership - open to all persons 18 years of age or older. Associate members may not vote or hold office, will be entitled to participate in all Club activities, and will receive the newsletter.
While membership is to be unrestricted as to residence, the Club’s primary purpose is to be the representative of the owners, breeders and exhibitors of Bouvier des Flandres in its immediate area.
SECTION 2
Dues
Individual membership dues shall not exceed $50.00 (fifty dollars US) per year, payable on or before the first (1st) day of January of each year. No member may vote whose dues are not paid for the current year. Household membership dues shall not exceed one and one-half times individual membership dues. Junior membership dues shall be half of the individual membership. The treasurer shall send to each member a statement of his/her dues for the ensuing year. The amount of yearly dues shall by set by the board no later than at the October board meeting. Dues notice will be sent out at least thirty (30) days prior to becoming due.
SECTION 3
Election to the Membership
Each applicant for membership shall apply on a form approved by the Board of Directors. The application shall state the name, address, and other information as may be requested on the form and it shall carry the endorsement of two members in good standing with the Club. The applicant shall agree to abide by the Constitution and By-laws of the Club and those of the American Kennel Club. Accompanying the application, the prospective member shall submit dues payment for the current year. All applications are to be filed with the Secretary and each application is to be read at the first meeting of the Club following its receipt. At the next Club meeting, the application will be voted upon and affirmative votes of 3/4ths of the members present and voting at that meeting shall be required to elect the applicant. Application shall be voted on by secret ballots, unless a quorum agrees to a voice vote.
The secretary will notify applicants concerning their acceptance or rejection. Rejected applicants may re-apply after but not sooner than six months after such rejection.
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 Secretary; but no member may resign in debt to the Club.
b) By lapsing. A membership will be considered lapsed and automatically terminated if such member’s dues remain unpaid thirty (30) days after the first day of the fiscal year; however, the Board may grant an additional ninety (90) days grace period 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.
c) By expulsion. A membership may be terminated by expulsion as provided in Article VI Section 4 of these by-laws.
ARTICLE II
Meeting and Voting
SECTION 1
Club Meeting
The Club’s assigned focal point is to be Multnomah County and the territory to include Clackamas, Yamhill, Washington, Marion, Tillamook, and Clatsop Counties in Oregon; Wahkiakum, Cowlitz, and Clark Counties in Washington. Club Meetings shall be held within this territory no fewer than four (4) times per year at such hour and place as may be designated by the Board of Directors. Written notice of each meeting shall be mailed by the Secretary at least ten (10) days prior to the date of the meeting. The quorum for such meetings shall be twenty percent (20%) of the members in good standing who are eligible to vote.
SECTION 2
Special Club Meeting
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 (5) members of the Club who are in good standing. Such Special meetings shall be held within the club’s assigned territory, as defined in Section 1 under Club Meeting, 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 at the direction of the Secretary at least five (5) days and not more than fifteen (15) days prior to the date of the meeting. 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 twenty percent (20%) of the members in good standing.
SECTION 3
Board Meetings
Meetings of the Board of Directors shall be held no less than six (6) times per year within the club’s assigned territory, as defined in Section 1 under Club Meeting, at such hour and place as may be designated by the Board. Written notice of each such meeting shall be mailed at the direction of the Secretary at least five (5) 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 Board Meetings may be called by the President, and shall be called by the Secretary upon receipt of a written request signed by at least three (3) members of the Board. Such Special Meetings shall be held within the club’s assigned territory, as defined in Section 1 under Club Meeting, at such place, date and hour as may be designated by the person authorized herein to call such meetings. Written notice of such meetings shall be mailed at the direction of the Secretary at least five (5) days and not more than ten (10) days prior to the date of the meeting. 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 a majority of the Board.
SECTION 5
Voting
Each regular member in good standing whose dues are paid for the current year shall be entitled to one vote at any meeting of the Club at which she/he is present. Household memberships are entitled to no more than two (2) votes. Proxy voting will not be permitted at any Club meeting or election. Electronic or mail voting is allowed.
SECTION 6
Electronic Communications
In all instances in these by-laws where notices of Club or Board meetings are required, including notices of Special Club or Board meetings and the notice of the Annual Meeting, all may be sent by email in lieu of regular mail. All other official club communications and notifications may include mail, email or other electronic transmissions. Additionally, at the discretion of the Board of Directors, all meetings referenced in these by-laws may be conducted electronically in the form of teleconference or video conference.
ARTICLE III
Directors and Officers
SECTION 1
Board of Directors
The Board shall be composed of up to nine (9) voting members in good standing, comprised of the President, Vice-President, Secretary and Treasurer elected for one year terms and up to five (5) other persons elected for alternating two year terms. Those elected at the Club’s Annual meeting, as provided in Article IV, 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, 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 by the by-laws.
b) The Vice-President shall have the duties and exercise the powers of the President in case of the President’s death, absence or incapacity.
c) The Secretary shall keep a record of all meetings of the Club and of the Board and of all matters of which a record shall be ordered by the Club; They shall have charge of the correspondence; notify members of meetings; notify new member applicants of their election or rejection to membership; notify officers and directors of their election to office; keep a roll of the members of the Club with their addresses, which shall be sent to any member in good standing, upon written request, not more than once every Club year; and, carry out such other duties as prescribed in these by-laws.
d) The Treasurer shall collect and receive all moneys due or belonging to the Club. Moneys shall be deposited in financial accounts designated by the Board, in the name of the Club. 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 Board may arrange for review of treasury books at the close of each fiscal year. Any funds contributed for Bouvier Rescue or for trophies and ribbons for club events shall be kept segregated in the books, and may not be used for other purposes except upon two thirds (2/3) approval vote at a general meeting. The Treasurer shall be bonded in such amount as the Board of Directors shall determine.
e) The offices of Secretary and Treasurer may be held by the same person in which case the Board shall be comprised of the officers and up to six (6) other persons.
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 1st day of January and end on the 31st day of December. 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 November or within the 15 day period after the month of November at which Officers and Directors for the ensuing year shall be elected by secret, written 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 her/his successor in office all properties and records relating to that office within thirty (30) days after the election. Failure of a retiring officer to turn over properties, records or funds will result in that person being designated a member not in good standing.
SECTION 3
Elections
The nominated candidate receiving the greatest number of votes for each office shall be declared elected. The nominated candidates for other positions of the Board who receive the greatest number of votes for such position shall be declared elected. If the final slate consists of only one candidate for each office, the nominees shall be declared elected at the time of the Annual meeting and no balloting will be required.
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 members and two alternates, not more than one of who may be a member of the Board. The Secretary shall immediately notify the Committee and alternates of their selection. The Board shall name a Chairperson for the Committee and it shall be her/his duty to call a committee meeting that shall be held on or before September 1.
a) The Committee shall nominate at least one candidate for each office and candidates for the open positions on the Board and after securing consent of each person nominated shall immediately report their nominations to the Secretary in writing.
b) The Secretary, in turn, shall notify each member in writing of the committee’s slate at least two (2) weeks prior to the October meeting.
c) Additional nominations may be made at the October meeting by any member in attendance, provided that the person so nominated does not decline when her/his name is proposed, and provided further that if the proposed candidate is not in attendance at this meeting, her/his nominator shall present to the Secretary a written statement from the proposed candidate signifying her/his 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 other 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 Bouvier rescue, education, specialty shows, performance events, trophies, membership and other fields which may be served by committees. Such committees shall always be subject to the final authority of the Board. Special committees may also be appointed by the Board to aid it on particular projects.
SECTION 2
Any committee appointment may be terminated by a majority vote of the full Board upon written notice to the appointee(s), 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 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 $50.00 (fifty dollars US) which shall be forfeited if such charges are not sustained by the Board following a hearing. The Secretary shall promptly send a copy of the charges to each member of the Board 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 or 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 not less than three (3) weeks or more than six (6) weeks thereafter. The Secretary shall promptly send one 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
The Board shall have complete authority to decide whether counsel may attend the hearing, but both complainant and defendant shall be treated uniformly in that regard. Should the charges be sustained, after hearing all the evidence and testimony presented by complainant and defendant, the Board may, by a majority vote of those present, reprimand or suspend the defendant from all privileges of the Club for not more than six (6) months from the date of the hearing. If the Board 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/her fellow members at the ensuing Club meeting which considers the Board’s recommendation. Immediately after the Board has reached a decision, its findings shall be put in written form and filed with the Secretary. The Secretary, in turn, shall notify each of the parties of the 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 proceeding may occur at a regular or Special meeting of the Club to be held within sixty (60) days but no earlier than thirty (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 on his/her own behalf if he/she wishes. The members shall then vote by secret written 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 By-laws may be proposed by the Board of Directors or by written petition addressed to the Secretary signed by twenty percent (20%) of the membership in good standing. Amendments proposed by such petition shall be promptly considered by the Board of Directors and must be submitted to the members with recommendations of the Board by the Secretary for a vote within three (3) months of the date when the petition was received by the Secretary.
SECTION 2
The Constitution and By-laws may be amended by a 2/3rds secret vote of the members present and voting at any regular or Special meeting called for that purpose, provided the proposed amendments have been included in the notice of the meeting and mailed to each member at least two (2) weeks prior to the date of the meeting. Voice vote may be taken if 2/3rds of members present approve of suspension of the secret ballot requirement.
ARTICLE VIII
Dissolution
SECTION 1
The Club may be dissolved at any time by written consent of not less than 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 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 Club meetings, 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
§ Report of President
§ Report of Secretary
§ Report of Treasurer
§ 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 majority vote of those present, shall be as follows:
§ Reading of minutes of last meeting
§ Report of Secretary
§ Report of Treasurer
§ 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 which they are not inconsistent with these by-laws and any other special rules of order the Club may adopt.
ARTICLE XI
Nothing herein contained shall be construed to make this organization a partnership or to make any member of this organization in any way responsible or liable under the partnership law for the acts, debts, defaults or liabilities of any character whatsoever of any member.
Revised July 22, 2017 by membership vote