AUSTIN KENNEL CLUB
CONSTITUTION and BYLAWS
Revised and Approved on July 7, 2009
Article I -Name and Objectives
Section 1. The name of the club shall be Austin Kennel Club, Inc., a voluntary non-profit organization.
Section 2. The objectives of the club shall be:
(a) to further the advancement of all breeds of purebred dogs;
(b) to do all in its power to protect and advance the interests of
· dog shows
· obedience trials
· tracking tests
· herding tests & trials
· lure coursing tests & trials
· hunting tests
· and other sanctioned performance events
· to encourage sportsmanlike competition at such events
· and to provide educational opportunities concerning the “sport of dogs;”
(c) to conduct various AKC events which may include the following:
· sanctioned matches
· dog shows
· obedience trials
· tracking tests
· herding tests & trials
· lure coursing tests & trials
· hunting tests
· and, other sanctioned performance events under the rules and regulations of The American Kennel Club.
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 bylaws as may be required to carry out these objects.
Article I - Membership
Section 1, Eligibility. There shall be three types of membership open to all persons 18 years of age and older who are in good standing with The American Kennel Club and who subscribe to the purposes of this club.
(a) Regular – Member in good standing that normally attends club functions (i.e. Regular Meetings, Assisting the Show/Match Committee at Sanctioned Events, etc.) during the year. Regular members are entitled to vote on motions pertaining to the business of the Club and to hold office. Regular members are counted in the quorum. A regular member initiates his/her membership change to Associate member by petitioning the Board of Directors for such change.
(b) Associate -Member in good standing that due to extenuating circumstances (i.e. temporarily living out of town, etc) will not attend the majority of club functions during the year. Associate Members are not entitled to vote on motions pertaining to the business of the Club, to hold office, or to be nominated for an office. Associate Members may file a request to the Board of Directors to be moved to Regular Membership at the beginning of the next Club year and upon approval of the board pay the appropriate Regular Membership dues. Associate members do not count in the quorum.
(c) Honorary – Membership granted to a person(s) who have shown meritorious service to the Club or to the sport of purebred dogs. Honorary members do not pay annual dues and are not counted in the quorum. While membership is to be unrestricted as to residence, the club's primary purpose is to be representative of the breeders and exhibitors in its immediate area.
Section 2, Dues. During the month of November the Treasurer shall send to each member a statement of dues for the ensuing year. Membership dues shall be determined annually by the Board of Directors and are payable on or before January 1st of each year. No member may vote whose dues are not paid for the current year.
Section 3, Election to Membership. Each applicant for membership shall apply on a form as approved by the board of directors and which shall provide that the applicant agrees to abide by the constitution and bylaws and the rules of The American Kennel Club and of The Austin Kennel Club. The application shall state the name, address, and occupation of the applicant and it shall carry the sponsorship of two members in good standing. 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 applications will be voted upon and affirmative votes of the majority of the members present and voting by secret ballot at that meeting shall be required to elect the applicant. Applicants for membership who have been rejected by the club may not reapply within twelve (12) months after such rejection.
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. Dues obligations are considered a debt to the club and they are incurred on the first day of each fiscal year.
(b) by lapsing. A membership will be considered as lapsed and automatically terminated if such member's dues remain unpaid 60 days after January 1st the first day of the fiscal year; however, the board may grant an additional 30 days of grace to such delinquent members in meritorious cases. In no case may a person be entitled to vote at any club meeting whose dues are unpaid as of the date of that meeting.
(c) by expulsion. A membership may be terminated by expulsion as provided in Article VI of these bylaws.
Article II -Meetings and Voting
Section 1, Club Meetings.
(a) Meetings of the club shall be held each month in geographic area that comprises Metropolitan Austin, Texas, 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. Notice of club meetings will be sent either via email or U.S. mail. The quorum for such meetings shall be 20 percent of the voting members in good standing.
(b) Email Notification for Board meetings and General Club Meetings and Other Club Notices, Clubs may send members notification of club meetings (also included would be dues notices; minutes and newsletters) and board members notification of board meetings via email, provided that: The member or board member has signed an authorization agreeing to this method of communication. Such authorization, which is revocable, will also release the club from any liability should the notification be received late or not received by the member or board member due to circumstances beyond the club’s control.
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 in geographic area that comprises Metropolitan Austin, Texas, 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 or e-mailed by the Secretary at least five days and not more than 15 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.
Section 3, Board Meetings.
Meetings of the Board of Directors shall be held a minimum of four per year (at least once quarterly) in geographic area that comprises Metropolitan Austin, Texas, at such hour and place as may be designated by the board. Written notice, either by email or U.S. mail, of each such meeting shall be mailed by the Secretary to at least five days prior to the date of the meeting. The Board of Directors may conduct its business in person, video conference, teleconference, or telephone conference call. The quorum for such a meeting shall be a majority of the board. Items voted upon by telephone conference call must be confirmed by either electronic mail or U. S. mail by the Secretary within ten (10) days.
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 in geographic area that comprises Metropolitan Austin, Texas, at such place, date, and hour as may be designated by the person authorized herein to call such meeting. Written notice of such meeting shall be sent by either electronic mail or U.S. mail, by the Secretary at least five days and not more than 10 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 board.
Section 5, Voting.
Each voting member in good standing whose dues are paid for the current year shall be entitled to onevote at any meeting of the club at which he/she is present. Voting by proxy shall not be permitted.
Article III -Directors and Officers
Section 1, Board of Directors.
The board shall be comprised of the President, Vice President, Secretary, Treasurer and four three (3) other persons as Directors and the AKC Delegate as a non-voting member; all of whom shall be members in good standing and all of whom shall be elected for one-year terms at the club's annual meeting as provided in Article IV or until their successors are elected. General management of the club's affairs shall be entrusted to the board of directors.
No officer or director shall serve more than three (3) consecutive terms in the same position except for the AKC Delegate.
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 assigned to the office of President in addition to those particularly specified in these bylaws.
(b) The Vice President shall have the duties and exercise the powers of the President in case of the President's death,absence or incapacity.
(c) The 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. (Paragraph repositioned) The Secretary shall have charge of the 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. Moneys shall be deposited in a bank 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 of the condition of the club's finances and every item of receipt or payment not before reported; and at the annual meeting an accounting shall be rendered of all moneys received and expended during the previous fiscal year. The Treasurer shall be bonded in such amount as the board of directors shall determine.
(e) The Delegate to the AKC is a non-voting Austin Kennel Club Board position. The AKC Delegate shall represent the club at meetings of the Delegates of the American Kennel Club. The Delegate shall provide a written summary of the meeting and activities to the club membership at the next regular meeting following the Delegates meetings. The Delegate shall advise the membership of any items to be voted on and it shall be the responsibility of the Board of Directors to instruct the Delegate on the club’s vote.
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 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 last 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 January 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 annual meeting and each retiring officer shall turn over to the successor in office all properties and records relating to that office by February 1st after the election.
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 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 August the board shall select a Nominating Committee consisting of three members and one alternate, not more than one of whom may be a member of the board. The Secretary shall immediately notify the committee members and alternate of their selection. The board shall name a chairman for the committee and it shall be such person's duty to call a committee meeting, which shall be held on or before September 1st .
(a) The committee shall nominate one candidate for each office and position 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 notify each member of the candidates so nominated. The notification at least two (2) weeks prior to the October 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 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 specialty shows, obedience trials (field 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 (any/all) 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 its membership, their breed, to the sport of purebred dogs, or illegal/dishonest practices. Written charges with specifications must be filed in duplicate with the Secretary together with a deposit of $100, 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. 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 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 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 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, its finding 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 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 Secretary signed by 20 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 when the petition was received by the Secretary.
Section 2. The constitution and bylaws may be amended by a 2/3 vote of the quorum 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 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 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 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:
(a) Roll Call
(b) Minutes of last meeting
(c) Report of President
(d) Report of Secretary
(e) Report of Treasurer
(f) Reports of committees
(g) Election of officers and board (at annual meeting)
(h) Election of new members
(i) Unfinished business
(j) New business
Section 2. At meetings of the board, the order of business, unless otherwise directed by majority vote of those present, shall be as follows:
(a) Reading of minutes of last meeting
(b) Report of Secretary
(c) Report of Treasurer
(d) Reports of committees
(e) Unfinished business
(f) New business
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.
Approved by the Austin Kennel Club on July 7, 2009.