PEMBROKE WELSH CORGI CLUB OF AMERICA, INC.
Constitution ARTICLE I Section 1. The name of the Club shall be the Pembroke Welsh Corgi Club of America, Inc. Section 2. The objectives of the Club shall be: Section 3. The Club shall not be conducted or operated for profit and no part of any profits or remainder or reside 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 objectives. PEMBROKE WELSH CORGI CLUB OF AMERICA, INC. Bylaws Article I Section 1. Eligibility. There shall be four (4) 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) Individual Membership – Enjoys all of the privileges of the Club including the right to vote and hold office. Section 2. Dues. Dues are payable on or before the first day of January of each year. During the month of November, the Secretary shall send, or shall have sent, to each member required to pay dues a bill for the ensuing year. Membership dues for Individual, Local Specialty Club or Foreign memberships shall not exceed $50.00 per year. Section 3. Election to Membership . Each applicant for membership shall apply on a form approved by the Board of Directors which shall provide that the applicant agrees to abide by these constitution and bylaws, the Club’s Code of Ethics and the rules of The American Kennel Club. The application shall state the name, address, and occupation of the applicant and shall carry the application, the prospective member shall submit a non-refundable application fee (the amount of which shall be determined by the Board from time to time) and a dues payment for the applicant’s first complete calendar year of membership. (a) Individual Members/Foreign – The proposer or endorser for any candidate for Individual Membership shall apply to the Recording Secretary who shall provide such person the necessary information regarding procedures for admission to membership as established by the Board. All completed applications for membership shall be reviewed by the Membership Committee. The report of the Membership Committee shall include the committee’s findings and recommendations and shall be examined by the Board at any meeting of the Board or by mail. The Board shall vote on each application either individually or in a group with the other applications. Affirmative votes of two-thirds (2/3) of the entire Board present and voting by secret ballot in person or by mail shall be required for approval. Applications so approved shall be presented to the membership to be voted upon by the secret mail ballot. A seventy-five percent (75%) affirmative vote of the ballots cast shall be required for election to membership; abstentions will not be considered as a vote. An application which has received a negative vote by the Board may be presented by the applicant’s proposer or endorser at the next Annual Meeting of the Club, and the members may elect such applicant by secret ballot and a favorable vote of seventy-five percent (75%) of the members present and voting. 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 become incurred on the first day of each fiscal year. ARTICLE II Section 1. Annual Meeting. The Annual Meeting of the Club shall be held in conjunction with the Club’s Specialty Show if possible, at a place, date and hour designated by the Board of Directors. Written notice of the Annual Meeting shall be mailed by the Secretary to each member at least 30 days prior to the date of the meeting. The quorum for the Annual Meeting shall be ten percent (10%) of the members eligible to vote. Section 2. Regular Meeting. There shall be a regular meeting of the Club (approximately six months after the Annual Meeting). The place, date and hour shall be determined by the Board. Notice of the meeting shall be mailed or published at least thirty (30) days prior to the date of the meeting. Ten percent (10%) of the members eligible to vote shall constitute a quorum. Section 3. 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 at a meeting of the Board or who vote by mail; and shall be called by the Secretary upon receipt of a petition signed by 10% of the members of the Club who are in good standing. Such meeting shall be held at such place, date and hour as may be designated by the Board of Directors. Written notice of such meeting shall be mailed by the Secretary at least 14 days and not more than 30 days prior to the meeting. The notice of the meeting shall state the purpose of the meeting, and no other Club business may be transacted. The quorum for such meeting shall be 10% of the members eligible to vote.
Section 5. The Board of Directors may conduct its business by mail, electronic mail, FAX or telephone conference call. Ballots may be electronically mailed to members of the Board, provided all the members of the Board agree to this form of communication. Items voted upon by telephone conference call must be confirmed in writing to the Recording Secretary within 10 days.
ARTICLE III Section 1. Board of Directors. The Board shall be comprised of the Officers and 15 other person, all of whom shall be members in good standing who are residents of the United States. Each year, five (5) members shall be elected to the Board of Directors, to hold office for a term of three (3) years. Officers shall be elected for a two (2) year term, or until their successors are elected. No person shall serve as an Officer for more than three (3) successive terms. No person shall serve as a Director for more than two (2) successive terms. Section 2. No Officer or Director who has attended fewer than seventy-five percent (75%) of the meetings of the Board during his or her current term of office shall be eligible for election to a successive term. Section 3. Officers. The Club’s officers, consisting of the President, the Vice-President, Corresponding Secretary, Recording Secretary and Treasurer shall serve in the 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 in these bylaws. Section 4. Vacancies. Any vacancies occurring on the Board or among the Officers during the year shall be filled at the next meeting by a majority vote of all the then-members of the Board; 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 the Vice-President shall be filled by the Board. Section 5. Executive Committee. The Executive Committee shall consist of all the Officers of the Club and shall meet at the call of the President or any two (2) of its members. The Executive Committee cannot modify any action previously taken by the Board, and its actions must be ratified by the Board at the next meeting of the Board. Three (3) members of the Executive Committee shall constitute a quorum. ARTICLE IV Section 1. Club Year. The Club’s fiscal year shall begin on the first day of January and end on the last day of December. Section 2. Voting. At the annual election or at a special meeting of the Club voting shall be limited to those members in good standing who are present at the meeting, except for the annual election of Officers and Directors, amendments to the constitution and bylaws and the Standard for the breed which shall be decided by secret written ballot cast by mail. 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. Section 3. Annual Election. The election of Officers and Directors shall be conducted by secret ballot. Ballots to be valid must e received by the Recording Secretary or independent professional firm designated by the Board no later than 30 days prior to the Annual Meeting. Ballots shall be counted by three inspectors of election who are members in good standing and who are not members of the current Board nor candidates on the ballot. The Board may designate an independent professional firm to send, receive and/or count the ballots. Section 4. Nominations and Ballots. No person may be a candidate in a Club election who has not been nominated in accordance with these bylaws. A Nominating Committee shall be chosen by the Board of Directors before February 15th. The committee shall consist of three members from different areas of the U.S.A., and two alternates, all members in good standing, no more than one of whom may be a member of the current Board of directors. The Board shall name a chairman for the committee. The Nominating Committee may conduct its business in person, by mail, FAX, or telephone conference call. (a) The Nominating Committee shall nominate from among the eligible members of the Club, one candidate for each office and for each position on the Board of Directors and shall procure the acceptance of each nominee so chosen. The Committee should consider geographical representation of the membership on the Board to the extent that it is practicable to do so. (b) No officer shall accept a concurrent position as a Board member during his or her term(s) of office. Any Board member who accepts a nomination as an Officer will automatically relinquish his or her Board position if elected.
ARTICLE V Section 1. The Board may each year appoint standing committees to advance the work of the Club in such matters as dog shows, obedience 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 be also 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. Section 3. Standing Committees: (a) Membership Committee ARTICLE VI 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 Recording Secretary together with a deposit of $50.00 which shall be forfeited if such charges are not sustained by the Board or a Committee following a hearing. The Recording 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 or a Committee of not less than three members of the Board, not less than three (3) weeks nor more than six (6) weeks thereafter. The Recording Secretary shall promptly send one copy of the charges to the accused member by certified mail together with a notice of the hearing and an assurance that the defendant may personally appear in his or her own defense and bring witnesses if he or she wishes. Section 3. Board Hearing. The Board of 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. Should the charges by sustained after hearing all the evidence and testimony presented by complainant and defendant, the Board or Committee 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, or until the next Annual Meeting if that will occur after six months. 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 fellow members at the ensuing Club meeting which considers the recommendation of the Board or Committee. Immediately after the Board or Committee has reached a decision, its findings shall be put in written form and filed with the Recording Secretary. The Recording Secretary, in turn, shall notify each of the parties of the decision and penalty, if any. Section 4. Expulsion. Expulsion of a member from the Club may be accomplished only at the Annual Meeting of the Club following a hearing and upon the recommendation of the Board or Committee as provided in Section 3 of this Article. The defendant shall have the privilege of appearing on his or her own behalf although no evidence shall be taken at this meeting. The President shall read the charges and the findings and recommendations, and shall invite the defendant, if present, to speak on his or her own behalf. The meeting shall then vote by secret ballot on the proposed expulsion.
ARTICLE VII Section 1. Amendments to the constitution and bylaws and to the Standard for the breed may be proposed by the Board of Directors or by written petition addressed to the Recording Secretary signed by twenty percent (20%) of the membership eligible to vote. Amendments proposed by such petition shall be promptly considered by the Board of Directors and must be submitted by the Recording Secretary to the members with recommendations of the Board for a vote within three months of the date when the petition was received by the Recording Secretary. Section 2. The constitution and bylaws or the Standard for the breed may be amended at any time provided a copy of the proposed amendment has been mailed by the Recording Secretary to each member eligible to vote on the date of the mailing, accompanied by a ballot on which a choice for or against the action to be taken shall be indicated. Dual envelope procedures described in Article IV, Section 4(f) shall be followed in handling such ballots to assure secrecy of the vote. Notice with such ballot shall specify a date not less than 30 days after the date postmarked by which date the ballots must be returned to the Recording Secretary to be counted. The favorable vote of two-thirds (2/3) of the members eligible to vote who return ballots within the time limit shall be required to effect any such amendment. Section 3. No amendment to the constitution and bylaws or to the Standard for the breed 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 Section 1. The Club may be dissolved at any time by the written consent of not less than two-thirds (2/3) of the members eligible to vote. 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. Said charitable organization shall be selected by the Board of Directors.
ARTICLE IX 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: Roll Call Section 2. At meetings of the Board, the order of business, unless otherwise directed by majority vote of those Board members present, shall be as follows: Reading of minutes of last meeting ARTICLE X Section 1. The rules contained in the current edition of Roberts 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.
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