GPCA Constitution and Bylaws

Constitution and Bylaws of the Great Pyrenees Club of America

CONSTITUTION

Article I - NAME AND OBJECTIVES

Section 1.  The name of the Club shall be the Great Pyrenees Club of America, Incorporated.

Section 2.  The objectives of the Club shall be:

·         To do all possible to bring the natural qualities of pure bred Great Pyrenees to perfection;

·         To encourage the organization of independent local Great Pyrenees specialty clubs in those localities where there are sufficient fanciers of the Breed to meet the requirements of the American Kennel Club;

·         To urge members and breeders to accept the standard of the breed as approved by the American Kennel Club as the only standard of excellence by which Great Pyrenees shall be judged;

·         To do all in its power to protect and advance the interests of the breed and to encourage sportsmanlike competition at dog shows and obedience trials;

·         To conduct sanctioned matches, specialty shows and obedience trials under the rules of the American Kennel Club.

·         To educate potential new owners of Great Pyrenees dogs regarding specific care requirements BEFORE the dogs are placed in show, pet, and livestock guardian homes.

·         To provide education on a national basis to prevent cruelty and abuse of Great Pyrenees dogs, rescue dogs from such situations, spay and neuter them, then rehome with new owners, in conjunction with affiliated clubs and the Rescue network throughout the USA.

·         To establish, maintain, and promote a clearinghouse for medical issues in Great Pyrenees dogs and educate owners regarding care for their dogs and genetic data to discourage poor breeding practices.

·         To establish, maintain, and promote the historical preservation committee devoted to the procurement, care, and display of objects of lasting interest or value at The Great Pyrenees Club of America's National Specialties.

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. Nor shall the Club endorse any privately produced activity, product or publication.

Section 4.  The members of the Club shall adopt and may from time to time revise such Bylaws as may be required to carry out these objects.

BYLAWS

Article I - MEMBERSHIP

Section 1. ELIGIBILITY.  Membership is open to all persons ten (10) years of age and older who are in good standing with the American Kennel Club and who subscribe to the purposes of this Club.

Section 2. DUES & INITIATION FEE.  There shall be an initiation fee of $10.00 for each individual. The initiation fee and membership dues shall be determined by the members at the Annual Meeting. When there is more than one member in the same immediate family, the annual dues for each additional family member will be reduced by one half. Such added family members will be entitled to the same membership privileges. All prospective applicants in the same immediate family, living at the same mailing address, shall pay the initiation fee and go through the regular sponsorship and approval process as described in Section 3 of this Article.

During the month of April, the Treasurer shall send to each member a statement of his dues for the ensuing year, which are due July first. If a member has not paid his dues by July first, he forfeits all rights and privileges of membership (including the right to vote, nominate and petition), except that he shall be granted an additional period, until October first, to renew his membership without having to go through the formality of applying for membership as described in Section 3 of this Article.

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 this Constitution and Bylaws, the GPCA Code of Ethics, and the Rules of the American Kennel Club. The application shall state the name, address and occupation of the applicant and it shall carry the endorsement of two members in good standing. The names will appear in the next official Club publication. Protests to new Associate or Full Members must be postmarked by the 30th day of the month following the new member publication. For example, to protest a new member listed in the January/February Bulletin, the protest must be dated and postmarked by March 30th. 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. The sponsors must know the potential new member on a personal basis for at least one year. Accompanying the application, the prospective member shall submit dues payment for the current year, plus an initiation fee of ten dollars ($10) per individual.

Any member in good standing, or the Board of Directors, may protest the acceptance of a prospective Regular Member or Associate Member by setting forth the reasons to the Secretary in written communication, accompanied by a $100 filing fee, which is refundable if the charges are 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. Affirmative votes of two-thirds (2/3) of the Directors present at a meeting voting by secret ballot, or two-thirds (2/3) of the entire Board voting by mail by secret ballot 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 75% of the members present.

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.
B. by lapsing. A membership will be considered as lapsed and automatically terminated if such member's dues remain unpaid after October first.
C. by expulsion. A membership may be terminated by expulsion as provided in Article VI of these Bylaws.

Section 5. TYPES OF MEMBERSHIP:  Associate, Regular, Junior, Lifetime and Honorary
A. Associate Membership. For individuals for membership who are unable to secure sponsorship of two Regular members of G.P.C.A.. At the end of two years, and upon securing the sponsorship of two Regular Members, Associate Members may apply for Regular Membership. They must be 18 years of age or older and in good standing with the AKC. They must subscribe to the purposes of this Club and its Code of Ethics. Associate Members must submit dues payment plus a one-time initiation fee of ten dollars ($10) per individual. Additional family members in the same household applying for membership must pay one half of the membership dues plus the initiation fee. Associate Members are encouraged to participate in activities that involve the health and welfare of the Breed such as rescue, Bulletin articles, and serving on a G.P.C.A. Committee. Associate Members may not vote, hold elective office, or by added to the Breeder Referral List. Continuous membership will not be counted during this time. Associate Members will receive all G.P.C.A. publications.

B. Regular Membership is for individuals 18 years or older. They must obtain the sponsorship of two Regular Members of the G.P.C.A. on their application form. The application will be published in the G.P.C.A. Bulletin for approval or disapproval by the Regular Membership. They must submit the regular dues payment, plus the initiation fee of ten ($10) per individual. 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.   
                                               
C. Junior Membership is for individuals 10-17 years of age.  They must obtain the sponsorship of two regular members of the G.P.C.A. on their application form.  Junior Members must submit dues payment plus a one-time initiation fee of ten dollars ($10) per individual. Additional Junior family members in the same household applying for membership must pay one half of the membership dues plus the initiation fee. Junior members cannot vote or hold office and automatically convert to Regular membership upon reaching their 18^th birthday.

D. Life-Time Membership. There shall be a special membership to be bestowed on those individuals who have been members for a long period of time, and have made a significant and unique contribution to the Breed and the Club. Lifetime members pay no dues, but are eligible to vote.     

E. Honorary Membership – This shall be a special membership to be bestowed on those individuals who have made s significant and unique contribution to the Breed and the Club.  Honorary members pay no dues and are not eligible to vote or hold office.  However, such members can maintain regular membership if they pay dues.

Candidates for honorary or lifetime memberships may be proposed by the Board of Directors or by written petition addressed to the Secretary and signed by 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 months of nomination. The favorable vote of two-thirds (2/3) of the members in good standing who return valid ballots within 30 days of the date of mailing shall be required to elect a candidate to honorary or lifetime membership.

Article II - MEETINGS

Section 1. ANNUAL MEETING.  The Annual Meeting of the Club shall be held on or between the last week-end in March and the first week-end in May in conjunction with the Club's Annual Sanction Match, or 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 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 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 a 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 a meeting shall be 10% of the members in good standing.

Section 3. BOARD MEETINGS.  The first meeting of the Board shall be held immediately following the Annual Meeting and election. Other meetings of the Board of Directors 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 meetings shall be mailed by the Secretary to each member of the Board at least 14 days prior to the date of the meeting. The quorum for a Board meeting shall be a majority of the Board voting in person or by mail.

Section 4.  The Board of Directors may conduct meetings in person, by videoconference or by teleconference.  It may conduct it’s business at meetings or by mail, e-mail or telephone calls in accordance with AKC policy (2/2001; revised 4/2003).  E-mail may not be used when a secret ballot is called for, but may be used for all other types of business provided that: 1) every Board member is provided with a means to participate; 2) the identity of each individual participating is verified; 3) a mechanism is in place to ensure all eligible Board members are participating; and 4) each year, all Board members agree to participate in this manner.

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 members, all of who shall be members in good standing who are residents of the United States.  There shall be three Directors elected annually by expiring terms and these shall be three year terms and shall be filled as provided for in Article IV.  No Director may serve for more than two successive elected three-year terms within an eight (8) year period. Two members residing under one roof 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 being made from the members of the Board at a meeting, which shall be held immediately following the Annual Meeting of the Club.

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 meeting and the Board and its meeting.

A. The President shall preside at all meetings of the Club and the Board, and shall have the duties and powers normally appurtenant to the Office of the President in addition to those particularly specified by the Bylaws.

B. The Vice President shall have the duties and exercise the powers of the President in case of the President's death, absence or incapacity.

C. The Secretary shall keep a record of all meetings of the Club and of the Board and of all votes taken by mail and of all matters of which a record shall be ordered by the Club. He shall have charge of all correspondence, notify members of meetings, notify new members of their election to membership, notify officers and directors of their election to office, keep a roll of the members of the Club with their addresses, and carry out such other duties as are prescribed in these Bylaws.

D. The Treasurer shall handle all Club financial transactions, including collection of dues, and shall keep a detailed accounting of receipts and disbursements. He shall deposit Club funds in a bank approved by the Board in the name of the Club. Club books shall be open to the inspection of Board members at all times and there will be an annual audit of the books arranged by the Board of Directors. The Treasurer shall make a quarterly report to the Board of all financial activity ensuing during the previous three months and an annual report to members of all money received and expended during the previous fiscal year. The Treasurer shall be responsible for preparing and filing financial reports with state and federal revenue offices. He shall be bonded in such amount, as the Board of Directors shall determine. In addition to his routine bookkeeping duties, the Treasurer shall have the deeper obligation of keeping the Board of Directors and members aware of the health of the Club's financial position, projecting expenses and income.

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 the 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.

Section 4. DELEGATE TO THE AMERICAN KENNEL CLUB.  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.

Article IV - THE CLUB YEAR, VOTING, NOMINATIONS, ELECTIONS

Section 1. CLUB YEAR.  The Club's fiscal year shall begin on the first day of July and end on the 30th day of June. The Club's official year shall begin immediately at the conclusion of the Annual Meeting and shall continue through the next Annual Meeting. The elected Officers and Directors shall take office immediately upon the conclusion of the Annual Meeting and each retiring officer shall turn over to his successor all properties and records relating to that office within 30 days after the election.

Section 2. VOTING.  At the Annual Meeting 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 Directors, 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 member by written ballot cast by mail. A written ballot on a single issue can be requested by a petition signed by 10% of the members in good standing. Decisions reached by a written ballot,  can only be amended by a subsequent written mail ballot.

Section 3. ANNUAL MEETING.  At the Annual Meeting for the election of Directors the vote shall be conducted by ballot. To be valid ballots must be received by the Independent Tabulator, twenty (20) days before the date of the Annual Meeting. The Independent Tabulator receives, counts the ballots and forwards the results to the Secretary ten (10) days before the Annual Meeting. The results will be announced at the Annual Meeting.  The person receiving the largest number of votes for each position shall be declared elected.  In case of a close vote, or if requested by a nominee, a recount may be held.  Three Inspectors of Elections shall be appointed by the Board of Directors to conduct the recount at an appropriate time. 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 1st. The committee shall consist of five members from different areas of the U.S.A., all members in good standing, no more than one of whom shall 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 by mail.

A. The Nominating Committee shall nominate from among the eligible members of the Club, one 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 October first 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 November first 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 regular address on or before January first, signed by five (5) members and accompanied by the written acceptance of each such additional nominee signifying his willingness to be a candidate.

C. If no valid additional nominations are received by the Secretary on or before January first, the Nominating Committee's slate shall be declared elected at the time of the Annual Meeting and no balloting will be required.

D. If one of more valid additional nominations are received by the Secretary on or before January first, he shall no later than February first, mail to each member in good standing a ballot listing all of the nominees in alphabetical order, with the names of the state in which they reside, together with a blank envelope and a return envelope addressed to the Independent Tabulator 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 the ballot shall seal it in the blank envelope which in turn shall be placed in the second envelope addressed to the Tabulator. The Independent Tabulator shall check the returns against the list of members whose dues are paid for the current year prior to the 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 at the 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, trophies, annual prizes, membership and other fields which may well be served by committees. Such committees shall always be subject to the final authority of the Board, special committees may also be appointed by the Board to aid it on particular projects.

Section 2.  Any committee appointment may be terminated by a majority vote of the full membership of the Board of Directors upon written notice to the appointee; and the Board may appoint successors to those person whose service has been terminated.

Article VI - DISCIPLINE

Section 1. THE 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. It is the members’ responsibility to notify the Secretary of the G.P.C.A. of American Kennel Club action pertaining to suspension or action of suspension within one week of the incident, or written notification from AKC. Failure to notify the Secretary could result in the loss of Club privileges for the additional amount of time from the effective date of the AKC suspension to the date the Club received the member’s notification.

Section 2. CHARGES.  Any member may prefer charges against a member for alleged misconduct prejudicial to the best interest of the Club or Breed. Written charges with specifications must be filed in duplicate with the Secretary together with a sum of $100, fully refundable if the charges are upheld by the Board. 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 Breed. If the Board considers that the charges do not allege conduct which would be prejudicial to the best interests of the Club or 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 3 weeks nor more than 6 weeks thereafter. The Secretary shall promptly send one copy of the charges to the accused member by registered mail together with a notice of the hearing and an assurance that the defendant may personally appear in his own defense and bring witnesses if he wishes.

Section 3. BOARD HEARING.  The Board or 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 be 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. And, if it deems that punishment insufficient, it may also recommend to the membership that the penalty be expulsion. In such cases, 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 or Committee. Immediately after the Board or Committee has reached a decision, its findings will be put in written form and filed with the Secretary. The 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 upon the recommendation of the Board or Committee as provided in Section 3 of this Article. The defendant shall have the privilege of appearing in his own behalf though no evidence shall be taken at the meeting. The President shall read the charges and the findings and recommendations and shall invite the defendant, if present, to speak in his own behalf. The meeting shall then vote by secret written ballot on the proposed expulsion. A 2/3's vote of those present and voting at the Annual Meeting shall be necessary for expulsion. If expulsion is not so voted the suspension shall stand.

Article VII - AMENDMENTS

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 Secretary signed by 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 the recommendations of the Board by the Secretary for a vote within three months of the date when the petition was received by the Secretary.

Section 2.  The Constitution and Bylaws and the Standard for the Breed may be amended 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 mailing, accompanied by a ballot on which he may indicate his choice, for or against, the actions to be taken. The notice shall specify a date not less than 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 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.  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 - DISSOLUTION

Section 1.  The Club may be dissolved at any time by the written consent of not less than 2/3 of the members. In the event of the dissolution of the Club 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 debts of the Club, its property and assets shall be given to a charitable organization for the benefit of dogs selected by the Board of Directors.

Article IX - ORDER OF BUSINESS

Section 1.  At meetings of the Club, the order of business so far as the character and nature of the meeting may permit, shall be as follows:

·         Roll Call
·         Minutes of Last Meeting
·         Report of President
·         Report of Secretary
·         Report of Treasurer
·         Reports of Committees
·         Elections at Annual Meeting
·         Election of New Members
·         Unfinished Business
·         New Business
·         Adjournment

Section 2.  At meetings of the Board, the order of business, unless other wise 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 Officers
·         New Business
·         Adjournment

The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the G.P.C.A. in all cases to which they may be applicable and in which they are not inconsistent with these bylaws and any special rules of order the G.P.C.A. may adopt.