Approved September2005
ARTICLE
I Membership
SECTION 1
Eligibility
There shall be three (3) types of membership
open to all persons eighteen (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 Junior membership may also be offered to
persons ten (10) through eighteen (18) years of age.
Types
of Membership: Regular,
Junior, Life-Time, and Honorary
(a)
Regular Membership – Voting membership for
individuals. They must be eighteen (18) years of age and in good
standing with the AKC. They must obtain the sponsorship of two (2)
Regular Members of the PSCA on their application form. The applicants
name and address will be published in the PSCA club publication for
comment by the Regular Membership. They must submit the regular dues
payment, including the application fee. Regular Members may vote, hold
elective office, and be added to the Breeder Referral List. The
calculation for continuous membership will begin from the date of their
acceptance to Regular Membership.
(b)
Junior Membership - Non-voting membership for individuals
ten (10) to eighteen (18) years of age. They must be in good standing
with the AKC. They must subscribe to the purposes of this Club and its
Code of Ethics. Junior Members may not vote, hold elective office, or
be added to the Breeder Referral List. Junior Members will receive all
PSCA publications.
(c)
Life-Time Membership - There shall be a special dues-free
membership to be bestowed on a long-time Regular Member of twenty plus
(20+) years. This membership carries with it all the privileges of
Regular Membership.
(d)
Honorary Membership - There shall be a special dues-free
membership to be bestowed on a Club member who has made an extremely
significant and unique contribution to the Breed and the Club.
Such members are not required to pay dues and are not eligible to vote
or hold office, unless they opt to pay the annual dues.
Candidates for this position may be proposed
by the Board of Directors or by written petition addressed to the
Secretary and signed by twenty percent (20%) of the membership in good
standing. Candidates nominated by the Board or by petition must be
submitted to the members for a vote within three (3) months of
nomination. The favorable vote of two-thirds (2/3) of the members in
good standing who return valid ballots within thirty (30) days of the
date of mailing shall be required to elect a candidate to Honorary
Membership.
SECTION
2
Dues
Membership dues shall be determined by the
board of directors and approved by members annually, payable on or
before the first (1st) day of January of each year. Dues
shall not exceed one hundred dollars ($100.00) per year. No member may
vote whose dues are not paid for the current year. During the month of
November, the Treasurer or other designated person shall send to each
member a statement of his dues for the ensuing 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 Pyrenean Shepherd Club of America and the American
Kennel Club. The application shall state the name and address of the
applicant and it shall carry the endorsement of two (2) Regular Members
in good standing. Accompanying the application, the prospective member
shall submit dues payment for the current year, and a non-refundable
application fee of five dollars ($5.00) per individual. The names
will appear in the next official Club publication. Protests to Full
Members must be postmarked within thirty (30) days following the new
member publication. If no protest is filed within thirty (30) days, the
applicant will automatically be granted membership. Each member in good
standing is entitled to endorse four (4) members per year.
Any member in good standing, or the Board of
Directors, may protest the acceptance of a prospective Member by
setting forth the reasons to the Secretary in written communication,
accompanied by a fifty dollar ($50.00) filing fee, which is refundable
if the objection is upheld. The filing fee must be received by the
Secretary within the allotted thirty (30) days. Such protests will be
referred to a committee appointed by the Board of Directors. Upon
completion of an inquiry, and after consideration of the facts
developed, the committee will report its findings to the Board who will
act upon the application. Two-thirds (2/3) of the Directors present at
a meeting of the Board, or two-thirds (2/3) of the entire Board voting
by mail, shall be required to elect an applicant who has been protested.
An application which has received a negative
vote by the Board may be presented by one of the applicant's endorsers
at the next Annual Meeting of the Club and the Club may elect such
applicant by a favorable vote of seventy-five (75%) of the members
present. 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. Obligations other than dues are considered a
debt to the Club and they must be paid in full prior to
resignation.
(b) by lapsing. A membership will be considered lapsed and
automatically terminated if such member’s dues remain unpaid ninety
(90) days after the first (1st) day of the fiscal year;
however the Board may grant an additional ninety (90) days of grace to
such delinquent members in meritorious cases. In no case may a person
be entitled to vote at any Club meeting whose dues are unpaid as of the
date of that meeting.
(c) by expulsion. A member may be terminated by expulsion as
provided in Article VI of these bylaws.
ARTICLE
II Meetings
SECTION
1
Annual Meeting
The Annual Meeting
of the Club held in the
month of April, May or June shall be held in conjunction if possible
with the Club's National Specialty show 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, or to the
official Club newsletter for publication at least thirty (30) days
prior to the date of the meeting. The quorum for the meeting shall be
at least ten percent (10%) of the members in good standing.
SECTION
2
Special Club Meetings
Special Club
meetings may be called by the
President or by a majority vote of the members of the Board who are
present and voting at any regular or special meeting of the Board or
who vote by mail; and shall be called by the Secretary upon receipt of
a petition signed by ten percent (10%) of the members of the Club who
are in good standing. Such special 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
fourteen (14) days and not more than thirty (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 thereat. The
quorum for such a meeting will be the percent (10%) of the members in
good standing.
SECTION
3
Board Meetings
A meeting of the
Board of Directors shall be
held immediately following the Annual Meeting. Other meetings of the
Board shall be held at such times and places as are designated by the
President or by a majority vote of the entire board. Written notice of
each such other meeting shall be mailed by the Secretary to each member
of the Board at least fourteen (14) days prior to the date of the
meeting. The quorum for a Board meeting shall be a majority of the
Board.
SECTION
4
The Board of
Directors may hold meetings in
person, videoconference, or teleconference. The Board of
Directors may also conduct business by telephone conference call, mail,
fax, or electronic mail, through the Secretary provided it does not
conflict with other provisions of these bylaws. Items voted on by
telephone conference call, mail, fax and electronic mail must be
confirmed by the Secretary within seven (7) days. In order for
business to be conducted by e-mail: every board member must be provided
with the means to participate; a procedure must be in place to verify
the identity of the individuals participating to ensure that they are
the eligible board members; a mechanism must be in place to verify that
the eligible board members are receiving all correspondence; and all
board members must agree to participate in this manner.
Electronic mail cannot be utilized on any issue which requires a secret
ballot.
SECTION
5
Voting
Each
member in good standing whose dues are paid for the current year shall
be entitled to one vote. Proxy voting will not be permitted at
any Club meeting or election.
ARTICLE
III Directors and Officers
SECTION
1
Board of
Directors
The general
management of the Club's affairs
shall be entrusted to the Board of Directors. The Board shall be
comprised of nine (9) members, all of who shall be members in good
standing who are residents of the United
States. There shall be
three (3) Directors
elected annually for three year terms and shall be filled as provided
for in Article IV. No Director may serve for more than two (2)
successive elected three (3) year terms within an eight year period.
Two (2) members residing in the same household may not serve at the
same time on the Board of Directors. The Club's Officers shall
consist of President, Vice President, Secretary, and Treasurer, who
shall be elected by the Board of Directors annually. The election of
these officers will occur at a Board meeting, which shall be held
during the month of March.
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
appurtenant 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 the Board and of all matters of which a record shall be
ordered by the Club. He/she 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 address and carry out
other such duties as are prescribed in these bylaws.
(d) The
Treasurer
shall collect and receive all moneys due or
belonging to the Club. He/she shall deposit the same in a bank approved
by the Board, in the name of the Club. His/her books shall at all times
be open to inspection by the Board and he/she shall report to them at
every meeting the condition of the Club's finances and every item of
receipt or payment not before reported, and at the annual meeting
he/she shall render an account of all monies received and expended
during the previous fiscal year. The Treasurer shall be bonded in such
amount as the Board of Directors shall determine.
[(e)
AKC Delegate - The delegate to the
American Kennel Club
shall be appointed by the Board of Directors annually. The Delegate is
not a member of the Board of Directors, however, a member of the Board
of Directors may be appointed as Delegate. The duties of the Delegate
shall be to attend the quarterly meetings of the American Kennel Club
Delegates whenever possible and to report the results of these meetings
to the Board of Directors.] [NOTE: Brackets to be
removed after PSCA is elected as an AKC member club.]
SECTION
3 Vacancies
Any vacancies
occurring on the Board or among
the officers during the year shall be filled until the next annual
election 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
vice-president shall be filled by the Board.
ARTICLE
IV The Club Year, Voting, Nominations, Elections
SECTION
1
Club Year
The Club's fiscal
year shall begin on the
first (1st) day of January and end on the thirty-first (31st)
day of December.
The Club's
official year shall begin March
first (1st) and shall continue through the last day of
February. The elected
Officers and Directors shall take office immediately upon the
conclusion of the election and each retiring officer shall turn over to
his/her successor all properties and records relating to that office
within thirty (30) days after the election.
SECTION
2
Voting
At the Annual
Meeting held in the month of
April, May or June 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 the Directors and amendments
to the constitution and bylaws and the standard for the breed which
shall be decided by 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
For the election
of Directors the vote shall
be conducted by written ballot cast by mail. To be valid ballots must
be received by the Secretary by February fifteenth (15th).
Ballots shall be counted by the Secretary. The Board of Directors
reserves the right to designate an outside professional firm to receive
and count the ballots when circumstances warrant it.
The persons
receiving the largest number of
votes for each Director position shall be declared elected. If any
nominee, at the time of the meeting, is unable to serve for any reason,
such nominee shall not be elected and the vacancy so created shall be
filled by the new Board of Directors in the manner provided by Article
III, Section 3.
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
September fifteenth (15th). The committee shall consist of
three (3), and two (2) alternates, all members in good standing, no
more than one (1) 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 telephone
conference call, mail, fax, or electronic mail.
(a)
The Nominating Committee shall nominate from among
the eligible members of the Club, one (1) candidate for each vacancy 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. The Committee, by November first (1st),
shall then submit its slate of candidates to the Secretary who shall
mail the list, including the full name of each candidate and the name
of the state in which he resides to each member of the Club on or
before December first (1st) so that additional nominations
may be made by the members if they so desire.
(b)
Additional nominations of eligible members may be made by written
petition addressed to the Secretary and received at his/her regular
address on or before January first (1st), signed by five (5)
members and accompanied by the written acceptance of each such
additional nominee signifying his willingness to be a candidate. No
person shall be a candidate for more than one (1) position.
(c)
If no valid additional nominations are received by the Secretary on or
before January first (1st), the Nominating Committee's slate
shall be declared elected on March first (1st), and no
balloting will be required.
(d)
If one or more additional nominations are received by the Secretary on
or before January first (1st), he/she or an independent
professional firm designated by the Board shall, on or before January
fifteenth (15th), mail to each member in good standing a
ballot listing all of the nominees for each position in alphabetical
order, with the names of the states in which they reside, together with
a blank envelope and a return envelope addressed to the Secretary (or
designated professional firm) marked "Ballot" and bearing the name of
the member to whom it was sent. So that the ballots may remain secret,
each voter after marking his ballot, shall seal it in the blank
envelope which in turn shall be placed in the second envelope addressed
to the Secretary (or designated professional firm). To be valid ballots
must be received by the Secretary (or designated professional firm) on
or before February fifteenth (15th). The Secretary (or
designated professional firm) shall check the returns against the list
of members whose dues are paid for the current year prior to opening of
the outer envelopes and removing the blank envelopes, and shall certify
the eligibility of the voters as well as the results of the voting
which shall be announced on or before the announced annual meeting.
(e)
Nominations cannot be made at the annual meeting or in any manner other
than as provided above.
ARTICLE
V Committees
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, herding tests and trials, trophies, annual
awards, membership, and other fields which may well be served by such
committees. Such committees shall always be subject to the final
authority of the Board. Special committees may also be appointed by the
Board to aid it on particular projects.
SECTION
2
Any committee
appointment may be terminated
by a majority vote of the full membership of the Board upon written
notice to the appointee; and the Board may appoint successors to those
persons whose service has been terminated.
ARTICLE
VI Discipline
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 Secretary together with a deposit of fifty dollars
($50.00) which shall be forfeited if such charges are not sustained by
the Board or a Committee following a hearing. The Secretary shall
promptly send a copy of the charges to each member of the Board or
present them at a Board meeting, and the Board shall first consider
whether the actions alleged in the charges, if proven, might constitute
conduct prejudicial to the best interests of the Club or the breed. If
the Board 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 Secretary
shall promptly send one copy of the charges to the accused member by
certified or registered mail together with a notice of the hearing and
an assurance that the defendant may personally appear in his own
defense and bring witnesses if he wishes.
SECTION
3 Board
Hearing
The Board shall
have complete authority to
decide whether counsel may attend the hearing, but both complainant and
defendant shall be treated uniformly in that regard. Should the charges
be sustained after hearing all the evidence and testimony presented by
complainant and defendant, the Board may by a majority vote of those
present reprimand or suspend the defendant of all privileges of the
Club for not more than six (6) months from the date of the hearing, or
until the next annual meeting if that will occur after six (6) months.
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
recommendation of the Board. Immediately after the Board has reached a
decision, its findings shall be put in written form and filed with the
Secretary. The Secretary, in turn, shall notify each of the parties of
the decision and penalties, 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 Board
hearing and upon the Board’s recommendation as provided in Section 3 of
this Article. Such proceedings may occur at a regular or special
meeting of the Club to be held within sixty (60) days, but not earlier
than thirty (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 findings and
recommendations, 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 written ballot on the proposed expulsion. A two-thirds (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 and
revisions to the Breed Standard may be proposed by the Board of
Directors or by written petition addressed to the Secretary signed by
twenty percent (20%) 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 (3) months of the
date when the petition was received by the Secretary.
SECTION
2
The constitution
and bylaws or the Breed
Standard may be amended or revised at any time provided a copy of the
proposed amendment has been mailed by the Secretary to each member in
good standing on the date of the mailing, accompanied by a ballot on
which he/she may indicate his/her choice for or against the action to
be taken. The notice shall specify a date not less than thirty (30)
days after the date of mailing by which date the ballots must be
returned to the Secretary to be counted. The favorable vote of
two-thirds (2/3) of the members in good standing who return valid
ballots within the time limit shall be required to effect any such
amendment.
[SECTION
3]
[Amendments to the
constitution and bylaws
and revisions to the Breed Standard require AKC Board approval.]
[NOTE:
Brackets to be removed after PSCA is
elected as an AKC member club.]
ARTICLE
VIII Dissolution
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 in
good standing. 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 the 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 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:
- Roll
Call
- Minutes
of last meeting
- Report
of President
- Report
of Secretary
- Report
of Treasurer
- Reports
of Committees
- Elections
of Officers and Board (at Annual Meeting)
- Election
of new members
- Unfinished
business
- New
business
- Adjournment
SECTION 2
At
meetings of the Board, the order of business, unless otherwise directed
by majority vote of those present, shall be as follows:
- Reading
of minutes of last meeting
- Report
of Secretary
- Report
of Treasurer
- Reports
of Committees
- Unfinished
Business
- Election
of new members
- New
business
- Adjournment
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.