Pacific NW French Bulldog Club Constitution and By-laws

ARTICLE I

Name and Objects

SECTION 1. The name of the Club shall be Pacific NW French Bulldog Club Inc

SECTION 2. The objects of the Club shall be:

a) To urge members and breeders to accept the standard of the breed as sanctioned by The French Bulldog Club of America and approved by The American Kennel Club as the only standard of excellence by which French Bulldogs shall be judged;

b) To encourage and promote responsible ownership and breeding of purebred French Bulldogs and to do everything possible to bring their natural qualities to perfection;

c) To do everything in its power to protect and advance the best interests of the breed.

d) To encourage sportsmanlike competition at dog shows;

e) To conduct sanctioned and licensed specialty shows under the Rules and Regulations of The American Kennel Club.

SECTION 3. The Club shall not be conducted and 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.

ARTICLE II Membership

SECTION 1. Eligibility. Membership is open to all persons eighteen years or older who are in good standing with The American Kennel Club and who subscribe to the purposes of this Club.

SECTION 2. Membership.

Regular Membership: Offered to individuals18 Years of age or older, are entitled to all club privileges including voting and holding office.

Household Membership: 2 or more individuals who are at least 18 years of age residing in the same household, entitled to all club privileges including voting and holding office. Household membership is entitled to a maximum of 2 votes per household.

Associate Membership: Offered to individuals who are 18 years of age or older are entitled to club privileges except holding office and voting.

SECTION 3. Voting. Members become voting members once they pay their dues for the current Club year. Club years are designated to be January through December. The Club Secretary will have the responsibility to maintain a current roster of voting members and also to determine if a quorum is present at each scheduled Club meeting.

SECTION 4. Dues. Membership dues shall be $20/Individual $30/Household per year. Dues may be raised by a majority of members voting in any regular meeting, providing a minimum of 2 weeks notice was given to the membership of the proposed dues change. Notice can be by mail or E-mail. Any change in dues, so voted in by the membership, will begin at the next regular billing period.    Dues are payable on or before January 1st of each year. No member whose dues are not paid for the current Club year may vote. In November, the Secretary shall send by mail or e-mail to each member a statement of his or her dues for the ensuing year.

SECTION 5. 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 this constitution and these bylaws and the rules of The American Kennel Club. The application shall state the name and address of the applicant and it shall carry the endorsement of two un-related club memberships, not living in the same household. The prospective member shall submit dues payment for the current year with the application. 

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 2/3 of the members present and voting at that meeting shall be required to elect the applicant. Applicants for membership who have been rejected by the Club may not reapply within six months after such rejection.

SECTION 6. Termination of Membership. Memberships may be terminated by:

a) Resignation. Any member in good standing may resign from the Club upon written notice to the Secretary; but no member may resign when in debt to the Club. Dues obligations are considered a debt to the Club and they become incurred on the first day of the fiscal year.

b) Lapsing. A membership will be considered as lapsed and automatically terminated if such member’s dues remain unpaid 90 days after the first day of the fiscal year. However, the Board may grant an additional 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 the meeting.

c) Expulsion. A membership may be terminated by expulsion as provided in Article VII of this constitution and these by-laws.

ARTICLE III

Meetings and Voting

SECTION 1. Club Meetings. Meetings of the Club shall be held in the Greater Portland  area in the month of January, and at least one meeting every other month, on a day and at such hour and place as may be designated by the Board of Directors. Notice of each such meeting shall be mailed/emailed by the Secretary at least 10 days prior to the date of the meeting. The quorum for such meetings shall be 20 percent of 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, or by the Secretary upon receipt of a petition signed by five members of the Club who are in good standing. Written notice of such meeting shall be mailed or e-mailed by the Secretary at least 5 days prior to the date of the meeting, and such notice shall state the purpose of the meeting, and no other Club business may be transacted there at. Such special meetings shall be held in the Greater Portland area and at such hour and place as may be designated by the person or persons authorized herein to call such meetings. The quorum for such a meeting shall be 20 percent of voting members in good standing.

SECTION 3. Board Meetings. Meetings of the Board of Directors shall be held in the Greater Portland area a minimum of 6 times per year at such hour and place as may be designated by the Board. Written notice of each such meeting shall be mailed or e mailed by the Secretary at least 10 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 or by the Secretary upon receipt of a written request signed by at least 3 members of the Board. Such special meetings shall be held in the Greater Portland area and at such hour and place as may be designated by the person or persons authorized herein to call such meetings. Written notice of such meeting shall be mailed or e-mailed by the Secretary at least 5days prior to the date of the meeting. Any such notice shall state the purpose of the meeting, and no other Club business may be transacted there at. The quorum for such meeting shall be a majority of the Board.

SECTION 5. Voting. Each member in good standing whose dues are paid for the current year shall be entitled to one vote at any such meeting of the Club at which he or she is present. Proxy voting will not be permitted at any Club meeting or election.

ARTICLE IV Directors and Officers

SECTION 1. Board of Directors. The Board shall be comprised of the President, Vice President, Secretary, Treasurer and two other persons, all of whom shall be members in good standing and are residents of the United States. They shall be elected for a one year term at the Club’s annual meeting as provided in Article V, or 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 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. The offices of Secretary and Treasurer may be held by the same person, in which case the board shall be comprised of 5 persons.

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 these particularly specified in this Constitution and 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, the Board and of all matters of which a record shall be ordered by the Club. The Secretary shall be in charge of any correspondence, notify members of meetings, notify officers and directors of their election to office, and keep a role of the members of the Club with addresses. The secretary shall read into the minutes all pertinent correspondence on subjects of a non routine nature, and not related to a disciplinary action...Routine correspondence will be noted, made available for the inspection of any member, but not read verbatim. The secretary will carry out such other duties as are prescribed in this constitution and in these by-laws.

d) The Treasurer shall collect and receive all monies due or belonging to the Club. The Treasurer shall deposit the same in a bank satisfactory to the Board, in the name of the Club. His books shall at all times be open to inspection by the Board and he shall report to them at every meeting the condition of the Club’s finances and every item of receipt or payment not before reported. At the annual meeting he shall render an account of all monies received and expended during the previous fiscal year. The Board will appoint an audit committee to annually audit the books of the club.

e) The President, Vice President, Secretary and Treasurer can be authorized to sign checks on the Club's bank accounts.

SECTION 3. Vacancies. Any vacancies occur­ring on the board or among the offices during the year shall be filled until the next annual election by a majority vote of the 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 V The Club Year, Annual Meeting, 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 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 directors and officers for the ensuring year shall be elected by secret, written ballot from among those nominated in accordance with Section 4 of the Article. They shall take office immediately upon the conclusion of the election and each retiring officer shall turn over to his successor in office, all properties and records relating to that office within 30 days after the election.

SECTION 3. Elections. The nominated candidate receiving the greatest number of votes for each office shall be declared elected. The three nominated candidates for other positions on the Board who receive the greatest number of votes for such positions shall be declared elected.

SECTION 4. Nominations. No person may be a candidate in a Club election who has not been nominated. During the month of September, the Board shall elect a Nominating Committee consisting of three members and two alternates, not more than one of whom 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 duty to call a committee meeting, which shall be held on or before October 15.

a) The committee shall nominate one candidate for each office and three candidates for the three other positions on the Board, 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 mail written notice of the nominated candidates to each member at least 2 weeks prior to the November meeting.

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 his name is proposed, and provided further that, if the proposed candidate is not in attendance at this meeting, his nominator shall present to the Secretary a written statement from the proposed candidate signifying his willingness to be a candidate. No person shall be a candidate for more than one position, and the additional nominations, which are provided for herein, may be made only by those members who have not accepted a nomination from the Nominating Committee.

ARTICLE VI Committees

SECTION 1. The Board may, each year, appoint standing committees to advance the work of the Club in such matters as dog shows, 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 VII Discipline

SECTION 1. American Kennel Club and French Bulldog Club of America Suspension. Any member who is suspended from the privileges of The American Kennel Club and/or of The French Bulldog Club of America automatically shall be suspended from the privileges of this Club for a like period.

SECTION 2. Charges. Any member may file 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 to the Secretary together with a deposit of $100.00, 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 entertains jurisdiction of the charges it shall fix a date of a hearing by the Board not less than 3 weeks or (5) more than 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 own defense and bring witnesses if he 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 the complainant and the defendant, the Board may, by a majority vote of those present, reprimand or suspend the defendant from all privileges of the Club for up to, but not more than one year 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 for expulsion. Immediately after the Board has reached a decision, its findings shall be put into formal 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 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 on his own behalf, though no evidence shall be taken at this meeting. The President shall read the charges and the Board’s findings and recommendations and shall invite the defendant, if present, to speak on his own behalf if he wishes. The assembly shall then vote by secret written ballot on the proposed expulsion. A two-thirds 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. In some cases where the best interests of the club are served, the Board may offer a member the opportunity to resign prior to expulsion proceedings, but said board is in no way obligated to offer this option.

ARTICLE VIII Amendments

SECTION 1. Amendments to the Constitution and By-laws may be proposed by the Board of Directors by written petition addressed to the Secretary signed by twenty percent 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 months of the date the petition was received by the Secretary.

SECTION 2. The Constitution and By-laws may be amended by a two-thirds 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.

ARTICLE IX Dissolution

SECTION 1. The Club may be dissolved at any time by the written consent of not less than two thirds of the members in good standing. In the event of the dissolution of the Club, whether voluntary or by operation of law, none of the property of the Club or any proceeds thereof or any assets of the Club shall be distributed to any members of the Club, but after payment of the debts of the Club, its property and assets shall be given to a charitable organization for the benefit of dogs selected by the Board of Directors.

ARTICLE X 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, and subject to amendment shall be as follows:

Call Meeting to Order

Roll Call

Consideration of minutes of last meeting

Report of President

Report of Vice President

Report of Secretary

Report of Treasurer

Reports 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:

Call Meeting to Order

Consideration of minutes of last meeting

Report of Secretary

Report of Treasurer

Reports of Committees

Unfinished business

New Business

Adjournment

ARTICLE XI 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 in which they are applicable and in which they are not inconsistent with this Constitution and Bylaws and any other special rules of order the club may adopt.

Updated, Adopted and approval done on 10-30-10