Wasatch Working Australian Shepherd Club
Constitution and Bylaws
Constitution
Article 1 Name and Objective
Section 1. The name of the club is to be Wasatch Working Australian Shepherd Club.
Section 2. Club Objectives:
a) To encourage sportsmanlike competition and ethical conduct in any event or activity which promotes the Australian Shepherd.
b) To do all in our power to protect and advance the interests of dog sports.
c) To conduct sanctioned trials, dog shows, and other dog sports under the rules of the Australian Shepherd Club of America.
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.
Bylaws
Article 1 Membership and Dues
Section 1. Memberships.
There shall be three types of membership open to all who are in good standing with Australian Shepherd club of America and who subscribe to the purposes of this club. While membership is to be unrestricted as to residence, the club’s primary purpose is to be representative of the exhibitors in its immediate area.
Section 2. Types of Memberships.
a) Individual: For one person over eighteen years of age and entitling that person to one vote in any election before the General Membership of the Corporation.
b) Family: For two persons over eighteen years of age domiciled at the same address and entitling each person to one vote in any election before the General Membership of the Corporation.
c) Junior: Automatically granted to the minor dependent(s) of any Individual or Family Membership. Nonvoting.
Section 3. Responsibilities of Members
a) To further the objectives of the corporation listed in Article 1.
b) To help organize or work at any Corporation event in which the member is participating.
c) To pay annual dues.
Section 4. Dues.
The Board of Directors shall set the amount of dues. Such amount shall only be that considered reasonable to conduct the operation of the Corporation, and to cover the costs of services provided to the Membership of the Corporation. Dues will be payable to the Treasurer. All memberships will start on the first day and end on the last day of the Corporation’s fiscal year.
Section 5. Application 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 these constitution and bylaws and the rules of the Australian Shepherd Club of America. The application shall state the name, address, email, and occupation of the applicant and it shall carry the endorsement of two members. Accompanying the application the prospective member shall submit dues 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 Corporation following its’ receipt. At the next Corporation meeting, the application will be voted upon and affirmative votes of ¾ of the members present and voting at that meeting shall be required to elect the applicant.
Section 6. Termination of Membership.
a) By Resignation. Any member in good standing may resign from the Corporation upon written notice to the Secretary; but no member may resign when in debt to the Corporation. Dues obligations are considered a debt to the Corporation and they become incurred on the first day of each 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 grace to such delinquent members in meritorious cases. In no case may a person be entitled to vote at any Corporation 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 Seven.
Article 2 Meetings
Section 1. General Membership Meetings.
Meetings of the Corporation shall be held in or within 25 miles of Salt Lake City. Meetings shall be held at such time and place as may be directed by the Board of Directors. Such meeting shall require 20% of the members in good standing to have a quorum.
Section 2. Special Club Meetings.
Special Corporation 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 Corporation who are in good standing. Such special meeting shall be held in, or within25 miles of Salt Lake City 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 by the Secretary at least 5 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 Corporation business may be transacted thereat. The quorum for such a meeting shall be 20 percent of the members in good standing.
Section 3. Board Meetings .
Board Meetings shall be held at such time and place as designated by the president, or a majority of the Board. The Board may hold no meeting that is closed to the General Membership, except as designated Section seven, for disciplinary reasons. Attendance at the Board meetings by the
General membership will be encouraged. Members may make their views known to the Board, and may offer supporting material to the Board at such meetings; however, they may not vote on issues before the Board. A majority of the Board then serving shall constitute a quorum for business.
Section 4. Special Board Meetings.
Special Board Meetings may be called by the President, or a majority of the Board then serving, or by a petition signed by twenty-five percent or more of the voting membership. Special Meetings may be called for disciplinary reasons of for business which must be conducted prior to the next regular scheduled Board Meeting. Notification of Special Board meetings may be
by mail or by telephone. At least 14 calendar days prior notice must be given unless 75% of the serving Board agrees otherwise. Special meetings called by petition must meet the following criteria: Petition filed with the club Secretary, fourteen calendar days notice to each member of the Board in writing, and notification of the General membership in writing at least seven calendar days prior to the meeting. Such notice is to be made by the Corporation Secretary.
Section 5. Voting.
a) Each member in good standing whose dues are paid for the current year shall be entitled to one vote at any meeting of the Corporation at which he is present.
b) Any member of the Board of Directors, or the appointed officer, may participate in a meeting of the Board by means of telephone conferring, or similar means of communication, provided that all parties to the meeting are able to speak and hear the telephone respondent simultaneously. Members of the Board or their appointed officers may waive the notification requirements either verbally or in writing.
c) The Board of Directors may, during a Board meeting, move and approve the presentation of action to the voting membership of the Corporation by e-mail and /or regular postal service. Such action must allow 21 days notice, and must be received by one hundred percent of the voting membership to carry, and must be supported by a majority of the responding voting membership to pass.
Article Three - Indemnification of Directors and Officers
The Corporation shall indemnify each director or officer or former director or officer, heirs and personal representatives against expenses actually and reasonable incurred in connection with the defense of any action, suit or proceeding, civil or criminal, to which such person may be made a party by reason of being or having been such a director or officer of the corporation, except in relation to matters as to which such person shall be finally adjudged in such action, suit or settlement, indemnification shall be provided only in connection with such matters covered by the settlements to which the corporation is advised by counsel that the person being indemnified did not commit such a breach of duty. The foregoing right of indemnification shall not be exclusive to other rights to which such director of officer may be entitled.
Article Four - Board of Directors
Section 1. Board Membership
a) The board of Directors shall consist of the five elected Officers of the Corporation plus four elected Board Members.
Section 2. Powers of the Board
a) The board shall have the power to make rules and regulations and to take action consistent with the Corporation Bylaws and shall have the power to transact the general business of the Corporation not otherwise provided for in these Bylaws.
Section 3. Duties of the Board of Directors
a) It shall be the duty of the Board to cause to be kept a complete record of all its minutes and acts and proceedings.
b) It shall be the duty of the board of Directors to supervise all Officers and agents, and to see that their duties are properly performed.
Section 4. Vacancies
a) A vacancy in the Board of Directors shall be deemed to exist on the occurrence of any of the following:
1) The death, resignation or removal of a Director.
2) An increase of the authorized number of Directors.
3) He declaration by resolution of the Board of a vacancy in the office of a director who has been declared of unsound mind by an order of court, or convicted of a felony.
4) The vote of a two-thirds majority of al members to remove any Director(s).
b) Any Director may resign, which resignation shall be effective on giving written notice o the President, the Secretary, or the resignation be become effective. If the resignation of a director is effective at a future time, the Board of Directors may elect a successor to take office when the resignation becomes effective.
c) Filling of Vacancies
1) As vacancies occur on the Board of Directors, the remaining board members shall immediately appoint an individual from the general membership to fill that
vacancy. Such appointment shall be subject to ratification by a majority vote of the members present at the next Corporation meeting. The exception to this is in
the event that the vacancy is for President, in which case the Vice President shall become the President, and a new Vice President shall be appointed as outlined herein.
2) Such newly appointed officers shall serve until the next election of Board members.
Section Five - Officers of the Corporation
Section 1. Corporation Officers
a) The Officers of the Corporation shall be president, Vice President, Secretary, Treasurer, and Affiliate Representative. They shall serve in their respective positions both with regard to the Corporation and its meetings and the Board and its meetings for two years, and until their successors are elected.
1) The President shall, with the advice of the other members of the Board, direct the affairs of the Corporation and shall discharge such other duties as may be required by the Bylaws of the Corporation.
2) The Vice President shall have the duties and exercise the powers of the President in case of the President’s absence, resignation, or impeachment. In addition, the Vice President shall serve as Membership Director. As Membership Director, the Vice President shall:
a. Maintain a roster of all members that includes their addresses, e-mail addresses, telephone numbers, and dogs’ names. Current versions shall be made available to the Secretary for the purposes of communication with the members.
b. Provide an application form and a copy of the Bylaws to prospective members, distribute completed membership applications to the Board
for its consideration, and notify applicants for membership of the Board’s vote.
3) The Secretary shall prepare and keep a record of the proceedings of Corporation meetings and meetings of the Board of Directors and shall communicate Corporation business with Corporation members. Specifically, the Secretary shall:
a. Notify all members of all meetings within the time set by these Bylaws, preferably at least ten days in advance of said meetings. Meeting notification shall include and agenda, developed in conjunction with the President, that highlights any action items that will come up for a vote at the meeting.
b. Cause to be served in all notices required by the Bylaws of the Corporation.
c. Further carry out the instructions of the President and Board of Directors.
4) The Treasurer shall handle the finances of the corporation. Specifically, the Secretary shall:
a. Collect and receive all monies due to belonging to the Corporation and give receipt therefore, as necessary.
b. The Board shall designate deposit in the name of the Corporation, all monies in such place of deposit as.
c. Pay out any monies on order of the Board. The records maintained by the Treasurer must be open at all times to inspection by the members of the Corporation.
d. Report to the Corporation at each Corporation or Board meeting the condition of the finances of the Corporation and render a report by January 31 of each year of all monies received and expended during the previous calendar year ending December 31. The Board must audit the report as soon as practicable.
e. If required by the Board, give the Corporation bond in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of the office and for restoration to the Corporation of all of its books, papers, vouchers, money, and other property of every kind in the possession or under the control of the Treasurer on his or her death, resignation, retirement, or removal from office.
5) The Affiliate Representative will perform such duties as may be directed by the ASCA, and other such duties as the Board may from time to time direct.
6) Nothing in these Bylaws may prevent the Board from appointing such Committees to perform such duties as it may direct.
a. Committee appointments may be terminated by a majority vote of the Board. The Board may also appoint replacements for terminated Committees.
b. Removal of Officers
1. An Officer can at any time, for neglect or violation of duty, be removed by a two-thirds vote of the members present at a Corporation meeting, provided that the charges are filed with the Secretary or other Director of the Corporation at the preceding Corporation meeting.
2. Charges shall be in writing, and can be filed by any member of the Corporation
3. The Secretary or other Director shall give notice to the membership of the pending impeachment proceedings at least three weeks before the Corporation meeting at which the said impeachment proceedings will be hear. At the same time the Secretary shall send a copy of the charges to the person charged.
Article Five - Election to the Board of Directors
Section 1. Election to the Board of Directors
a) Directors shall be elected to staggered two-year terms:
1) The President, Secretary, Affiliate Representative, and two Board Members shall be elected for two-year terms beginning ____________ of even-numbered years.
2) The Vice President, Treasurer, and two Board Members shall be elected for two-year terms beginning _______of odd-numbered years.
b) Nominations may be made at the _____________ board meeting by any member in attendance provided that the person so nominated does not decline when their name is proposed. No person may be a candidate for more than one position.
Article Six - Committees
Section 1. Committee Appointment
a) The Board may each year appoint standing committees to advance the work of the Corporation is such matters and agility, herding, obedience trials, conformation shows, training, education, membership, equipment 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. Corporation Committees
a) The size and membership of committees shall be determined by the Board.
b) The presidents hall appoint a Chair for each committee
Section 3. Committee Termination
a) Any committee appointment may be terminated by a majority 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 Seven - Discipline of Members
Section 1. Any person who has been suspended fro the privileges of the ASCA shall be automatically suspended from like privileges with the WWASC for the same time stated and in conjunction with ASCA.
Section 2. Procedure for Discipline
a) Any member can allege in writing charges against another member for alleged misconduct prejudicial to the best interests of the Corporation. Written charges must be stated with particularity and specificity and must be filed with the Secretary together with a nonrefundable fee of $20.00. The Secretary shall promptly transmit a copy of the written charges to each member of the Board and to the Respondent.
b) The Board may dismiss the charges if a majority of the Board considers that the allegations, if proven, would not constitute conduct prejudicial to the best interests of the Corporation. If, after due consideration, the Board determines that the allegations, if proven, would constitute prejudicial conduct, the Board shall investigate the allegations. The investigation shall include interviews with the Petitioner and the Respondent by the Board.
c) After the investigation, the Board shall convene a special Board meeting to consider the evidence. After considering all of the evidence, the Board shall deliberate on the charges, which may be sustained only by a majority vote of the Board members present. The Board may sustain any or all of the charges. Upon sustaining any charge, the Board shall impose an appropriate sanction, which may range from censure, to suspension from the Corporation for a period of time, to expulsion. The Board’s findings and decision shall be written and filed with the Secretary immediately. The Secretary shall send a copy of the Board’s findings and decision to the membership, irrespective of whether the charges are dismissed or sustained.
d) If any or all of the charges are sustained, the Respondent has the right to appear before the membership at a subsequent Corporation meeting (not to exceed 6 months after the date of the decision) and ask that the Board’s decision be overruled. At that meeting, the President shall read the charges and the Board’s finding, decision, and sanction, if any, and shall invite the Respondent to speak in is own behalf. The members shall vote by secret written ballot on whether to uphold the Board’s recommendations. A majority vote of members present at the meeting is required to overrule the Board’s decision.
Article Eight - Amendments
Section 1. These Bylaws can be altered, amended, or repealed in whole or in part by a two-thirds vote of the members present at a Corporation meeting, provided the proposed amendment has
been presented and discussed at the preceding Corporation meeting and that members are notified of the proposed amendment at least then days before the meeting.
Article Nine - Dissolution of the Corporation
Section 1. The Corporation can be dissolved at any time with the written consent of not fewer than two-thirds of the members at any Corporation membership meeting duly called for that purpose.
Section 2. The property of the Corporation is irrevocable dedicated to social welfare purposes and no part of the net income or assets of this Corporation shall ever inure to the benefit of any Director, Officer, or Member thereof or to the benefit of any private person.
Section 3. In the event of the dissolution of the Corporation other than for purposes of reorganization, whether voluntary or involuntary or by operation of law, none of the property of the Corporation nor any proceeds thereof nor any assets of the Corporation shall be distributed to any members of the Corporation and shall be distributed to a nonprofit organization that is organized and operated exclusively for either charitable or social welfare purposes.
Article Ten - 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:
• Roll Call
• Minutes of last meeting
• Report of President
• Report of Secretary
• Report of Treasurer
• Reports of Committees
• Election of Officers and Board
• Election of new members
• Unfinished business
• New business
• Adjournment
Section 2. At meeting 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
Constitution and Bylaws
Constitution
Article 1 Name and Objective
Section 1. The name of the club is to be Wasatch Working Australian Shepherd Club.
Section 2. Club Objectives:
a) To encourage sportsmanlike competition and ethical conduct in any event or activity which promotes the Australian Shepherd.
b) To do all in our power to protect and advance the interests of dog sports.
c) To conduct sanctioned trials, dog shows, and other dog sports under the rules of the Australian Shepherd Club of America.
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.
Bylaws
Article 1 Membership and Dues
Section 1. Memberships.
There shall be three types of membership open to all who are in good standing with Australian Shepherd club of America and who subscribe to the purposes of this club. While membership is to be unrestricted as to residence, the club’s primary purpose is to be representative of the exhibitors in its immediate area.
Section 2. Types of Memberships.
a) Individual: For one person over eighteen years of age and entitling that person to one vote in any election before the General Membership of the Corporation.
b) Family: For two persons over eighteen years of age domiciled at the same address and entitling each person to one vote in any election before the General Membership of the Corporation.
c) Junior: Automatically granted to the minor dependent(s) of any Individual or Family Membership. Nonvoting.
Section 3. Responsibilities of Members
a) To further the objectives of the corporation listed in Article 1.
b) To help organize or work at any Corporation event in which the member is participating.
c) To pay annual dues.
Section 4. Dues.
The Board of Directors shall set the amount of dues. Such amount shall only be that considered reasonable to conduct the operation of the Corporation, and to cover the costs of services provided to the Membership of the Corporation. Dues will be payable to the Treasurer. All memberships will start on the first day and end on the last day of the Corporation’s fiscal year.
Section 5. Application 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 these constitution and bylaws and the rules of the Australian Shepherd Club of America. The application shall state the name, address, email, and occupation of the applicant and it shall carry the endorsement of two members. Accompanying the application the prospective member shall submit dues 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 Corporation following its’ receipt. At the next Corporation meeting, the application will be voted upon and affirmative votes of ¾ of the members present and voting at that meeting shall be required to elect the applicant.
Section 6. Termination of Membership.
a) By Resignation. Any member in good standing may resign from the Corporation upon written notice to the Secretary; but no member may resign when in debt to the Corporation. Dues obligations are considered a debt to the Corporation and they become incurred on the first day of each 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 grace to such delinquent members in meritorious cases. In no case may a person be entitled to vote at any Corporation 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 Seven.
Article 2 Meetings
Section 1. General Membership Meetings.
Meetings of the Corporation shall be held in or within 25 miles of Salt Lake City. Meetings shall be held at such time and place as may be directed by the Board of Directors. Such meeting shall require 20% of the members in good standing to have a quorum.
Section 2. Special Club Meetings.
Special Corporation 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 Corporation who are in good standing. Such special meeting shall be held in, or within25 miles of Salt Lake City 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 by the Secretary at least 5 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 Corporation business may be transacted thereat. The quorum for such a meeting shall be 20 percent of the members in good standing.
Section 3. Board Meetings .
Board Meetings shall be held at such time and place as designated by the president, or a majority of the Board. The Board may hold no meeting that is closed to the General Membership, except as designated Section seven, for disciplinary reasons. Attendance at the Board meetings by the
General membership will be encouraged. Members may make their views known to the Board, and may offer supporting material to the Board at such meetings; however, they may not vote on issues before the Board. A majority of the Board then serving shall constitute a quorum for business.
Section 4. Special Board Meetings.
Special Board Meetings may be called by the President, or a majority of the Board then serving, or by a petition signed by twenty-five percent or more of the voting membership. Special Meetings may be called for disciplinary reasons of for business which must be conducted prior to the next regular scheduled Board Meeting. Notification of Special Board meetings may be
by mail or by telephone. At least 14 calendar days prior notice must be given unless 75% of the serving Board agrees otherwise. Special meetings called by petition must meet the following criteria: Petition filed with the club Secretary, fourteen calendar days notice to each member of the Board in writing, and notification of the General membership in writing at least seven calendar days prior to the meeting. Such notice is to be made by the Corporation Secretary.
Section 5. Voting.
a) Each member in good standing whose dues are paid for the current year shall be entitled to one vote at any meeting of the Corporation at which he is present.
b) Any member of the Board of Directors, or the appointed officer, may participate in a meeting of the Board by means of telephone conferring, or similar means of communication, provided that all parties to the meeting are able to speak and hear the telephone respondent simultaneously. Members of the Board or their appointed officers may waive the notification requirements either verbally or in writing.
c) The Board of Directors may, during a Board meeting, move and approve the presentation of action to the voting membership of the Corporation by e-mail and /or regular postal service. Such action must allow 21 days notice, and must be received by one hundred percent of the voting membership to carry, and must be supported by a majority of the responding voting membership to pass.
Article Three - Indemnification of Directors and Officers
The Corporation shall indemnify each director or officer or former director or officer, heirs and personal representatives against expenses actually and reasonable incurred in connection with the defense of any action, suit or proceeding, civil or criminal, to which such person may be made a party by reason of being or having been such a director or officer of the corporation, except in relation to matters as to which such person shall be finally adjudged in such action, suit or settlement, indemnification shall be provided only in connection with such matters covered by the settlements to which the corporation is advised by counsel that the person being indemnified did not commit such a breach of duty. The foregoing right of indemnification shall not be exclusive to other rights to which such director of officer may be entitled.
Article Four - Board of Directors
Section 1. Board Membership
a) The board of Directors shall consist of the five elected Officers of the Corporation plus four elected Board Members.
Section 2. Powers of the Board
a) The board shall have the power to make rules and regulations and to take action consistent with the Corporation Bylaws and shall have the power to transact the general business of the Corporation not otherwise provided for in these Bylaws.
Section 3. Duties of the Board of Directors
a) It shall be the duty of the Board to cause to be kept a complete record of all its minutes and acts and proceedings.
b) It shall be the duty of the board of Directors to supervise all Officers and agents, and to see that their duties are properly performed.
Section 4. Vacancies
a) A vacancy in the Board of Directors shall be deemed to exist on the occurrence of any of the following:
1) The death, resignation or removal of a Director.
2) An increase of the authorized number of Directors.
3) He declaration by resolution of the Board of a vacancy in the office of a director who has been declared of unsound mind by an order of court, or convicted of a felony.
4) The vote of a two-thirds majority of al members to remove any Director(s).
b) Any Director may resign, which resignation shall be effective on giving written notice o the President, the Secretary, or the resignation be become effective. If the resignation of a director is effective at a future time, the Board of Directors may elect a successor to take office when the resignation becomes effective.
c) Filling of Vacancies
1) As vacancies occur on the Board of Directors, the remaining board members shall immediately appoint an individual from the general membership to fill that
vacancy. Such appointment shall be subject to ratification by a majority vote of the members present at the next Corporation meeting. The exception to this is in
the event that the vacancy is for President, in which case the Vice President shall become the President, and a new Vice President shall be appointed as outlined herein.
2) Such newly appointed officers shall serve until the next election of Board members.
Section Five - Officers of the Corporation
Section 1. Corporation Officers
a) The Officers of the Corporation shall be president, Vice President, Secretary, Treasurer, and Affiliate Representative. They shall serve in their respective positions both with regard to the Corporation and its meetings and the Board and its meetings for two years, and until their successors are elected.
1) The President shall, with the advice of the other members of the Board, direct the affairs of the Corporation and shall discharge such other duties as may be required by the Bylaws of the Corporation.
2) The Vice President shall have the duties and exercise the powers of the President in case of the President’s absence, resignation, or impeachment. In addition, the Vice President shall serve as Membership Director. As Membership Director, the Vice President shall:
a. Maintain a roster of all members that includes their addresses, e-mail addresses, telephone numbers, and dogs’ names. Current versions shall be made available to the Secretary for the purposes of communication with the members.
b. Provide an application form and a copy of the Bylaws to prospective members, distribute completed membership applications to the Board
for its consideration, and notify applicants for membership of the Board’s vote.
3) The Secretary shall prepare and keep a record of the proceedings of Corporation meetings and meetings of the Board of Directors and shall communicate Corporation business with Corporation members. Specifically, the Secretary shall:
a. Notify all members of all meetings within the time set by these Bylaws, preferably at least ten days in advance of said meetings. Meeting notification shall include and agenda, developed in conjunction with the President, that highlights any action items that will come up for a vote at the meeting.
b. Cause to be served in all notices required by the Bylaws of the Corporation.
c. Further carry out the instructions of the President and Board of Directors.
4) The Treasurer shall handle the finances of the corporation. Specifically, the Secretary shall:
a. Collect and receive all monies due to belonging to the Corporation and give receipt therefore, as necessary.
b. The Board shall designate deposit in the name of the Corporation, all monies in such place of deposit as.
c. Pay out any monies on order of the Board. The records maintained by the Treasurer must be open at all times to inspection by the members of the Corporation.
d. Report to the Corporation at each Corporation or Board meeting the condition of the finances of the Corporation and render a report by January 31 of each year of all monies received and expended during the previous calendar year ending December 31. The Board must audit the report as soon as practicable.
e. If required by the Board, give the Corporation bond in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of the office and for restoration to the Corporation of all of its books, papers, vouchers, money, and other property of every kind in the possession or under the control of the Treasurer on his or her death, resignation, retirement, or removal from office.
5) The Affiliate Representative will perform such duties as may be directed by the ASCA, and other such duties as the Board may from time to time direct.
6) Nothing in these Bylaws may prevent the Board from appointing such Committees to perform such duties as it may direct.
a. Committee appointments may be terminated by a majority vote of the Board. The Board may also appoint replacements for terminated Committees.
b. Removal of Officers
1. An Officer can at any time, for neglect or violation of duty, be removed by a two-thirds vote of the members present at a Corporation meeting, provided that the charges are filed with the Secretary or other Director of the Corporation at the preceding Corporation meeting.
2. Charges shall be in writing, and can be filed by any member of the Corporation
3. The Secretary or other Director shall give notice to the membership of the pending impeachment proceedings at least three weeks before the Corporation meeting at which the said impeachment proceedings will be hear. At the same time the Secretary shall send a copy of the charges to the person charged.
Article Five - Election to the Board of Directors
Section 1. Election to the Board of Directors
a) Directors shall be elected to staggered two-year terms:
1) The President, Secretary, Affiliate Representative, and two Board Members shall be elected for two-year terms beginning ____________ of even-numbered years.
2) The Vice President, Treasurer, and two Board Members shall be elected for two-year terms beginning _______of odd-numbered years.
b) Nominations may be made at the _____________ board meeting by any member in attendance provided that the person so nominated does not decline when their name is proposed. No person may be a candidate for more than one position.
Article Six - Committees
Section 1. Committee Appointment
a) The Board may each year appoint standing committees to advance the work of the Corporation is such matters and agility, herding, obedience trials, conformation shows, training, education, membership, equipment 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. Corporation Committees
a) The size and membership of committees shall be determined by the Board.
b) The presidents hall appoint a Chair for each committee
Section 3. Committee Termination
a) Any committee appointment may be terminated by a majority 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 Seven - Discipline of Members
Section 1. Any person who has been suspended fro the privileges of the ASCA shall be automatically suspended from like privileges with the WWASC for the same time stated and in conjunction with ASCA.
Section 2. Procedure for Discipline
a) Any member can allege in writing charges against another member for alleged misconduct prejudicial to the best interests of the Corporation. Written charges must be stated with particularity and specificity and must be filed with the Secretary together with a nonrefundable fee of $20.00. The Secretary shall promptly transmit a copy of the written charges to each member of the Board and to the Respondent.
b) The Board may dismiss the charges if a majority of the Board considers that the allegations, if proven, would not constitute conduct prejudicial to the best interests of the Corporation. If, after due consideration, the Board determines that the allegations, if proven, would constitute prejudicial conduct, the Board shall investigate the allegations. The investigation shall include interviews with the Petitioner and the Respondent by the Board.
c) After the investigation, the Board shall convene a special Board meeting to consider the evidence. After considering all of the evidence, the Board shall deliberate on the charges, which may be sustained only by a majority vote of the Board members present. The Board may sustain any or all of the charges. Upon sustaining any charge, the Board shall impose an appropriate sanction, which may range from censure, to suspension from the Corporation for a period of time, to expulsion. The Board’s findings and decision shall be written and filed with the Secretary immediately. The Secretary shall send a copy of the Board’s findings and decision to the membership, irrespective of whether the charges are dismissed or sustained.
d) If any or all of the charges are sustained, the Respondent has the right to appear before the membership at a subsequent Corporation meeting (not to exceed 6 months after the date of the decision) and ask that the Board’s decision be overruled. At that meeting, the President shall read the charges and the Board’s finding, decision, and sanction, if any, and shall invite the Respondent to speak in is own behalf. The members shall vote by secret written ballot on whether to uphold the Board’s recommendations. A majority vote of members present at the meeting is required to overrule the Board’s decision.
Article Eight - Amendments
Section 1. These Bylaws can be altered, amended, or repealed in whole or in part by a two-thirds vote of the members present at a Corporation meeting, provided the proposed amendment has
been presented and discussed at the preceding Corporation meeting and that members are notified of the proposed amendment at least then days before the meeting.
Article Nine - Dissolution of the Corporation
Section 1. The Corporation can be dissolved at any time with the written consent of not fewer than two-thirds of the members at any Corporation membership meeting duly called for that purpose.
Section 2. The property of the Corporation is irrevocable dedicated to social welfare purposes and no part of the net income or assets of this Corporation shall ever inure to the benefit of any Director, Officer, or Member thereof or to the benefit of any private person.
Section 3. In the event of the dissolution of the Corporation other than for purposes of reorganization, whether voluntary or involuntary or by operation of law, none of the property of the Corporation nor any proceeds thereof nor any assets of the Corporation shall be distributed to any members of the Corporation and shall be distributed to a nonprofit organization that is organized and operated exclusively for either charitable or social welfare purposes.
Article Ten - 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:
• Roll Call
• Minutes of last meeting
• Report of President
• Report of Secretary
• Report of Treasurer
• Reports of Committees
• Election of Officers and Board
• Election of new members
• Unfinished business
• New business
• Adjournment
Section 2. At meeting 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
