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ARTICLE IGeneral Provisions Section 1.1 - Identification - The name of this organization is the NORTH AMERICAN MINIATURE AUSTRALIAN SHEPHERD CLUB OF THE U. S. A., INC. (the Club), a.k.a. the Miniature Australian Shepherd Club of the U. S. A., Inc. or the North American Shepherd Club of the U. S. A., Inc. Section 1.2 - Address - The business/registrar/mailing address of the Club at the time of adoption of these bylaws is: North American Miniature Australian Shepherd Club
of the U. S. A., Inc. The business address of the Club may be changed at any time by a vote of the Board of Directors (Board), without amendment to the bylaws. Section 1.3 - Non-Profit Status - The Club shall not be conducted or operated for profit. No part of any profit or remainder or residue from dues or donations to the Club shall inure to the benefit of any member.
Section 1.4 - Club Logo - The name, logo and the like may not be used by the Club or it's members unless authorized by the Board. Section 1.5 - Objectives - The objectives of the Club are to:
ARTICLE IIOrder of Business and Procedures "Robert's Rules of Order" shall govern any matter of procedure not specifically covered by these bylaws, unless another order of procedure is established by the Board. ARTICLE IIIMembership Section 3.1 - Eligibility.
Section 3.2 - Types of membership.
Section 3.3 - Dues - Annual dues of an amount determined by the Board shall be payable on the anniversary of the membership application. Dues shall be determined by the financial needs of the Club and will be changed upon reasonable notifications of members. Dues will not be refundable upon termination of membership. Section 3.4 - Termination of Membership
Section 3.5 - Good Standing - A member in Good Standing is considered to be in good standing if they are in compliance with all the rules and regulations of the Club and conduct themselves so as to advance the interests of the Club and the Breed. As example, a member is not in good standing if they have not paid dues when assessed or if they are presently under discipline imposed by the Club. ARTICLE IV Club Business Section 4.1 - Fiscal Year - The Club's fiscal year is from July 1 to June 31. Section 4.2 - Membership meetings
Section 4.3 - Voting by balloting of the entire membership may only be permitted in special cases as determined by these Bylaws. In cases of voting by balloting of the membership, a majority of fifty one percent (51%) of the total Club membership roll shall be required to carry a decision. ARTICLE V The Board The affairs of the Club shall be managed by the Board of Directors (Board). Section 5.1 - The Board shall consist of the President, Vice-president, Secretary and Treasurer, hereafter call Officers, plus three (3) Board Members, a total of seven (7) persons elected for a term of two (2) years. Additionally, the past president shall hold an advisory position on the Board. Members of the Board shall be expected to attend a majority of meetings of the Board to affect the duties of their office. Section 5.2 - The new Board shall assume office immediately following the meeting at which they were elected. In the case of disputed elections, the former Board will serve until the dispute is resolved. The new Board shall assume office immediately after a disputed election is resolved. Section 5.3 - The Board shall be vested with general management and supervision of all Club business and affairs, and it shall be empowered to appoint such committees as may be deemed necessary to advance the work of the Club. All committees and each of their members shall be subject to the authority of the Board, and may be terminated or replaced by the Board at any time. Section 5.4 - Actions and decisions of the Board may be subject to review of the total club membership at any time, by written petition of fifty one percent (51%) of the members or by request of the President.
ARTICLE VI Officers The officers of the Club shall consist of the President, Vice-president, Secretary and Treasurer. All officers must be a member in good standing of the Club. Persons who are currently suspended or expelled may not run for office or hold office in the Club until they are reinstated. Section 6.1 - The President shall preside over all meetings, chair the Board and exercise supervision over all affairs and activities of the Club. He/she shall be a member ex-officio of all committees, and shall have all powers and duties normally appropriate to this office. Refer to "Robert's Rules of Order" for the President's voting privilege. Section 6.2 - The Vice-president shall assume the duties of the President during his/her absence. In the event of resignation of the President, the Vice-president shall assume the office of President for the remainder of his/her term of office, and a replacement for the Vice-president shall be appointed by the Board for a like term of office. Section 6.3 - The Secretary shall conduct the general correspondence of the Club and shall also keep complete and accurate minutes of all meetings of the Club and Board. He/she shall keep all records, the Bylaws, special rules of order and standing rules on hand at every meeting. He/she shall issue notices of meetings and notify Officers and Board members of their election to office. Section 6.4 - The treasurer shall collect and disperse all Club funds as directed by the Board. The Treasurer shall keep complete and accurate accounts of all Club funds and shall report on these at each regular meeting of the Club, preserving and maintaining all such records for the Club. He/she shall prepare a year end statement at the end of the Club's fiscal year for presentation to the Board and the general membership. He/she shall deposit all Club funds in an institution approved by the Board in the name of and to the credit of the Club. All disbursements shall be made by check signed by the Treasurer. Those of $ 1,000 or more shall also be signed by a Board members Section 6.5 - Any vacancies occurring on the Board shall be filled for the completion of that term by a majority vote of the Board, except for the office of the President as provided in these By-laws. Section 6.6 - Records - Each member of the board shall maintain a set of records of the business of his office to be handed down to his successor within fourteen (14) days of the expiration of his/her term of office. These records shall be the property of the Club. If this exchange does not occur that Officer shall no longer be considered a member in good standing with the Club. Section 6.7 - Removal of a Board member - A member of the board may be removed from their office only upon a two-thirds (2/3) majority vote of the other Board members or upon a two-thirds (2/3) majority vote of the total Club membership. A Board member may be removed from office only for cause. ARTICLE VII Liability Of Members Section 7.1 - Personal Liability - No officer or member shall be personally liable for any bills or obligations of the Club, past or present, except for the payment of his own dues.
ARTICLE VIII Annual Meeting Section 8.1 - An annual meeting may be called by the President and Board as concurrent as possible with the election of new officers every two (2) years. Normal conduct of this meeting shall include a report of the President on the activities of the Club's last year, a report by the Secretary on the growth of the Club, a report of the Club's financial status by the Treasurer, a report by outstanding committee heads as directed by the President, and installation of new club officers. ARTICLE IX Nominations and Elections Section 9.1 - On or before the 1st day of January the President shall appoint a nominating committee which shall propose and present a slate of nominees for election to all members of the Board. The Nominating Committee shall consist of three (3) members in good standing, one of whom must be a member of the Board. The President many not serve on the Nominating Committee. The Nominating Committee shall select it's own Chairperson. Said slate of nominees shall be presented to the Board no later than the 1st day of April.
Section 9.2 - During the month of April a general membership meeting shall be called to present the Board nominee slate, as selected by the Nominating Committee, to the membership; or notice thereof shall be presented to the membership by mail. Additional nominations shall be solicited from the membership from the floor, or by mail, at this time. All additional nominees must consent to nomination on or before the 30th day of April to qualify for such nomination. Section 9.3 - Elections shall be conducted by mail. Voting ballots shall be sent to all voting members on or before the 31st day of May and voting will cease on the 30th day of June. Election of the nominees shall be effected by majority vote of the ballots received by the close of voting date. Elected candidates shall assume the duties of office on or before the 31st day of July. Write-in candidates shall not be allowed in balloting. The agenda may also include other issues which the Board wishes to submit to a vote of the members. Section 9.4 - Nominations and elections cannot be made in any manner other than as provided herein. ARTICLE X Contracts, Check Deposits and Funds Section 10.1 - All financial accounts shall be in the name and to the credit of the North American Miniature Australian Shepherd Club of the U. S. A., Inc. The accounts shall be maintained in a federally insured financial institution. Section 10.2 - All disbursements shall be made by check signed by the Treasurer. Any check written for $ 1,000 or more, shall also be signed by a board member. Section 10.3 - The Board may authorize one or more officers of the Club to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Club, and such authority may be general or confined to specific instances. Section 10.4 - All funds of the Club shall be deposited in a timely manner to credit of the Club in the accounts specified in Section 10.1. ARTICLE XI Creation and Termination of Committees Section 11.1 - Subject to approval of the Board, the President may appoint permanent or temporary committees to advance the work of the Club. Section 11.2 - A committee may be terminated by an affirmative majority vote of the Board. ARTICLE XII Amendments to the Bylaws Section 12.1 - Amendments to the Bylaws may only be accomplished by a vote of the membership of the Club. Amendments may be proposed by the Board or by written petition signed by twenty percent (20%) of the members of the Club in good standing and addressed to the Secretary. Section 12.2 - Amendments must be submitted to a vote of the members within three (3) months of any meeting of the Board in which the amendments were considered. Amendments proposed by petition must be accompanied by recommendations of the Board when published in the agenda for election. See Article IX, Section 9.3 Section 12.3 - Voting shall be conducted by mail. Voting ballots shall be sent to all voting members on or before the time frame specified in Section 12.2 and voting shall cease on the 30th day after ballots have been mailed. Adoption of an amendment shall be effected by majority vote of the ballots received by the close of voting date. ARTICLE XIII Adoption of the Breed Standard Section 13.1 - The Breed Standard accepted shall be as adopted by the Board of Directors. Section 13.2 - Amendments - Breed standard amendments, modifications and supplements maybe made only upon a vote of the membership as specified in Article XII. ARTICLE XIV Disputes and Discipline Section 14.1 - Disputes between Club members, between a member and the Club or involving non-members and pertaining to Club affairs or a Club-sanctioned event, shall be decided by the Board. Section 14.2 - Members of the Club and non-member participants in Club activities must agree to abide by all rules and procedures adopted by the Club. Forms for Application for membership and for participation in Club activities shall so state. Such rules and procedures include, but are not limited to, these bylaws, Registry Rules and Regulations and Code of Ethics. Section 14.3 - All members shall be expected to conduct themselves in a manner which shall uphold the principles of the Club as stated in the constitution, and may, by actions contrary to it's ideas, be subject to disciplinary action of the Board. ARTICLE XV Dissolution The Club may be dissolved at any time by written consent of at least three-fourths (3/4) of the members in good standing. Section 15.1 - In the event of dissolution, whether by voluntary means, involuntary means, or by operation of law, none of the property, funds, assets or proceeds thereof shall be distributed to any member of the Club unless such distribution is to discharge an undisputed and properly documented obligation of the Club to the member. All remaining Club property, funds, assets or proceeds thereof must be distributed as directed by the Board. Section 15.2 - Funds which are subject to dispute involving the Club will be deposited in a separate fund. At resolution of the dispute, the amount in dispute will be either disbursed to the appropriate claimant or distributed per ARTICLE XV, Section 15.1. Section 15.3 - Written notification of the dissolution must be given to all members before the effective date. Revised 12/99 |
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