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Constitution and By-laws

CONSTITUTION

ARTICLE I. NAME AND OBJECTS

Section 1. In recognition of our mutual aims and the esteem and good will we hold for the Flat-Coated Retriever Society in England, the name of this Society shall be the Flat-Coated Retriever Society of America, Inc.

Section 2. The Objects of the Society shall be:

  1. to encourage and promote quality in the breeding of pure-bred Flat-Coated Retrievers, and to do all possible to bring their natural, multi-purpose qualities to perfection;

  2. 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 Flat-Coated Retrievers shall be judged;

  3. to do all in its power to protect and advance the interests of the breed by encouraging sportsmanlike competition at dog shows, obedience trials, field events, tracking, agility and other dog-related events; and

  4. to conduct sanctioned matches, specialty shows, obedience trials, field events, tracking and agility under the rules of The American Kennel Club.

Section 3. The Society shall not be conducted or operated for profit and no part of any profits or remainder or residue from dues or donations to the Society shall inure to the benefit of any member or individual.

Section 4. The members of the Society shall adopt and may from time to time revise such by-laws as may be required to carry out these objects.

BY-LAWS

ARTICLE I. MEMBERSHIP

Section 1. Eligibility

There shall be five types of membership open to persons who are in good standing with the American Kennel Club and who subscribe to the purposes of this club.

  1. A Regular membership open to persons 18 years of age and older. A regular member has one vote, and is defined as and includes those persons residing at the same address.

  2. A Newsletter membership open to persons 18 years of age and older. A newsletter member cannot vote or hold office and does not count in the determination of a quorum. Dues are set to cover the cost of printing and postal expenses.

  3. A Junior membership open to persons 10-17 years of age. Junior members cannot vote or hold office however, they may convert to regular membership upon reaching their 18th birthday.

  4. A Local Club Membership, open to Local Flat-Coated Retriever clubs in good standing with The American Kennel Club and the Society. A Local Club, upon being approved for membership shall, acting through its duly authorized representative, have one vote. A Local Club shall apply for membership on a form approved by the Board. Whenever the following provisions of these By-Laws make reference to a member or a Regular member, such terms, unless the context requires otherwise, shall include a Local Club holding a Local Club membership.

  5. An Honorary Member shall be one who has served the FCRSA in a meritorious manner throughout his regular membership. An Honorary Member shall be in good standing with the FCRSA and the AKC at the time of his nomination. Candidates for Honorary Membership may be submitted to the Board of Directors by any FCRSA member in good standing and shall be approved by a unanimous vote of the Board of Directors. An Honorary Member shall not pay dues, shall not have voting rights and Honorary Membership shall be for the lifetime of the member.

Candidates for Regular or Junior membership shall not be considered members until their names have been published in the Newsletter and the Board of Directors has approved the application.

The words, "member", "all members", or "membership" , used herein shall refer to every member except where such is in conflict with Section 1, in which case Section 1 shall have precedence.

Section 2. Dues

Membership dues shall be payable on or before the first day of April of each year. Annual membership dues shall be recommended by the Board of Directors and voted on at the Annual Meeting. No member may vote whose dues are not paid for the current year. During the month of February, the Recording Secretary shall send to each member a statement of his dues for the ensuing year.

Annual membership dues shall be recommended by the Board of Directors and voted on at the Annual Meeting. No member may vote whose dues are not paid for the current year. The Recording Secretary shall send to each member a statement of his dues for the ensuing year six weeks before the member's dues date.

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 Society's Constitution and By-Laws and the rules of The American Kennel Club. The application shall state the name, address, telephone number, occupation and age (if under 18) of the applicant. The application shall carry the endorsement of one member in good standing. Accompanying the application, the prospective member shall submit dues payment for the current year.

The Membership Secretary shall send out dated copies of the application to all Directors. The applicant's names will be published in the Newsletter. Current members may contact Directors concerning the published prospective members. Within one (1) month of the date of the Newsletter's publication, the Membership Secretary shall take a vote on the prospective members.

Applicants may be elected by secret ballot at any meeting of the Board of Directors or by secret ballot of the Directors by mail. Affirmative votes of 2/3 of the Directors present at a meeting of the Board, or of 2/3 of the entire Board voting by mail, shall be required to elect an applicant.

An application which has received a negative vote by the Board may be presented by the applicantís endorser at the next meeting of the Society and the Society may elect such applicant by secret ballot and a favorable vote of 75% of the members present.

Section 4. Membership Status

A member in debt to the Society for a period of over ninety days shall be considered a member not in good standing and all privileges of the Society will be withheld. To restore membership in good standing, all debts including any related expenses incurred by the Society, are to be paid in full.

Section 5. Termination of Membership

Memberships may be terminated:

  1. by resignation. Any member in good standing may resign from the Society upon written notice to the Membership Secretary; but no member may resign when in debt to the Society. Dues obligations are considered a debt to the Society and they become incurred on the first day of month of the memberís corresponding dues date.

  2. by lapsing. A membership will be considered as lapsed and automatically terminated if such member's dues remain unpaid ninety days after the their dues date, however, the Board may grant an additional ninety days of grace to such delinquent members in meritorious cases.

  3. by expulsion. A membership may be terminated by expulsion as provided in Article VI of these By-Laws.

ARTICLE II MEETINGS

Section 1. Annual Meeting

The Annual Meeting of the Society shall be held in April, May or June in connection with the Society's 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 Recording Secretary to each member at least thirty days prior to the date of the meeting. The quorum for such a meeting shall be 10% of the Regular (voting) members in good standing.

Section 2. Special Society Meetings

Special Society 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, or by the Recording Secretary upon receipt of a petition signed by 10% of the Regular (voting) members of the Society who are in good standing. Such meeting shall be held at such place, date and hour as may be designated by the Board of Directors. Written notice of such a meeting shall be mailed by the Recording Secretary at least fourteen days and not more than thirty days prior to the meeting. The notice of the meeting shall state the purpose of the meeting and no other Society business may be transacted. The quorum for such a meeting shall be 10% of the Regular (voting) members in good standing.

Section 3. Board Meetings

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 meeting shall be mailed by the Recording Secretary to each member of the Board at least fourteen 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, FAX, E-Mail or telephone conference call.

Section 4. Specialty Board Meetings

The Board of Directors shall hold at least one meeting in conjunction with the Specialty Show. This meeting shall be held following the Annual Meeting and the newly elected Officers and Directors shall attend.

Section 5. Action by Mail, Fax, E-Mail or telephone conference call

The Board of Directors may conduct its business by mail, FAX, E-Mail or telephone conference call through the secretary. Items voted upon by telephone conference call must be confirmed in writing within 7 days.

ARTICLE III. DIRECTORS AND OFFICERS

Section I. Board of Directors

The Board shall be comprised of the President, Vice President, Recording Secretary, Membership Secretary, Treasurer and four other persons, all of whom shall be members in good standing who are residents of the United States. They shall be elected at the Society's Annual Meeting as provided in Article IV, and shall serve until their successors assume office on July I. General management of the Society's affairs shall be entrusted to the Board of Directors.

The Officers and two directors shall be elected for two year terms, and two directors shall be elected for one year terms as provided in Article IV, and shall serve until their successors are elected. In alternating years, the retiring President shall serve a one year term as a voting member of the Board.

Section 2. Officers

The Society's Officers, consisting of the President, Vice President, Recording Secretary, Membership Secretary and Treasurer, shall serve in their respective capacities both with regard to the Society and its meetings and the Board and its meetings. The Officers' terms shall be for two years.

  1. The President shall preside at all meetings of the Society 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 By-Laws.

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

  3. The Recording Secretary shall keep a record of all meetings of the Society and of the Board and of all votes taken by mail, and of all matters of which a record shall be ordered by the Society. All minutes of meetings of the Society and/or Board of Directors of the Society shall be filed in the Corporate Record Book. The Recording Secretary shall have charge of the correspondence, notify Officers and Directors of their election to office, keep a roll of the members of the Society with their addresses and telephone numbers, and carry out such other duties as are prescribed in these By-Laws.

  4. The Membership Secretary shall answer all inquiries about the breed and about the acquisition of dogs. The Membership Secretary shall maintain a breeders' list. The Membership Secretary shall accept applications for membership, record the vote taken by mail of prospective members and notify new members of their election to membership. The Membership Secretary shall keep a roll of the members of the Society with their addresses and telephone numbers.

  5. The Treasurer shall collect and receive all monies due or belonging to the Society. The Treasurer shall deposit the same in a bank satisfactory to the Board, in the name of the Society. The Treasurer's books shall at all times be open to inspection by the Board and said officer shall report to the Board at every meeting the condition of the Society's finances and every item of receipt or payment not before reported; and at the Annual Meeting the Treasurer 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.

Section 3. Delegate to the American Kennel Club

The Delegate to the American Kennel Club shall be elected to a two-year term. The Delegate shall be a member in good standing in the Society and in the American Kennel Club, and may but does not have to be a member of the Board of Directors. Upon election, the Recording Secretary shall submit the Delegate's application to become a delegate to the American Kennel Club.

Section 4. Vacancies

  1. Any vacancies occurring among the Directors or in the offices of Vice President, Recording Secretary, Membership Secretary, Treasurer or AKC Delegate 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 Society's fiscal year shall begin on first day of January and end of the thirty-first day of December.

The Society's official year shall begin July 1 and shall continue through June 30. The elected Officers and Directors shall take office July 1 and each retiring Officer shall turn over to his successor in office all properties and records relating to that office within thirty days after they take office.

Section 2. Voting

At the Annual Meeting or at a special meeting of the Society, voting shall be limited to those members in good standing who are present at the meeting, except for the annual election of Officers and Directors, delegate to The American Kennel Club, and amendments to the Constitution and By-Laws and the Standard of 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. Each Regular membership shall have one vote. In no case may a person be entitled to vote on any Society matter whose dues have not been received and recorded prior to the vote.

Section 3. Annual Election

The election of Officers and Directors and Delegate to the American Kennel Club, who may but need not be a Director or Officer of the club, shall be conducted by secret ballot. Ballots to be valid must be received by the Secretary (or independent professional firm designated by the Board) prior to the Annual Meeting. Ballots shall be counted by three inspectors of election who are members in good standing and neither members of the current Board nor candidates on the ballot (Provided, however, that the Board may designate an independent professional firm to send, receive and count the ballots apart from the Annual Meeting).

The nominated candidate receiving the greatest number of votes for each office 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 Ill, Section 5.

If no valid additional nominations are properly received, the Nominating Committee's slate shall be declared elected.

Section 4. Nominations and Ballots

No person may be candidate in a Society election who has not been nominated in accordance with these By-Laws. A Nominating Committee shall be chosen by the Board of Directors twenty-two weeks before the Annual Meeting. The Committee shall consist of five members from different areas of the United States and two alternates, all members in good standing, no more than one of whom may be 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.

  1. The Nominating Committee shall nominate from among the eligible members of the Society, one candidate for each position that will be open on the Board of Directors, and a candidate for the delegate to The American Kennel Club and shall procure the acceptance of each nominee so chosen. Nominations for President and Vice President shall be made from current or former directors or officers. The Committee should consider geographical representation of the membership of the Board to the extent that it is practical to do so. The Committee shall then submit its slate of candidates to the Recording 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 Society no later than ten weeks before the Annual Meeting so that additional nominations may be made by the membership if they so desire. The Recording Secretary shall also mail the schedule of dates necessary for additional nominations.

  2. Additional nominations of eligible members may be made by written petition addressed to the Recording Secretary and received at his address no later than six weeks before the Annual Meeting, signed by ten 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 position, and the additional nominations which are provided for herein may be made only from those members who have not accepted a nomination of the Nominating Committee, except that the nominee for delegate to The American Kennel Club (under Section 3) may, but need not be, a candidate for office or other position on the Board of Directors.

  3. If no valid additional nominations are received by the Recording Secretary six weeks prior to the Annual Meeting, the Nominating Committee's slate shall be declared elected at the time of the Annual Meeting, and no balloting will be required.

  4. If one or more valid additional nominations are received by the Recording Secretary six weeks before the Annual Meeting, the Recording Secretary shall, four weeks before the Annual Meeting, mail to each member in good standing, a ballot listing all 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 Recording Secretary 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 Recording Secretary and returned to the Recording Secretary prior to the Annual Meeting (or by the date of the meeting if the Annual Meeting should have to be canceled). The inspectors of elections shall check the returns against the list of members in good standing whose dues are paid for the current year prior to opening 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. Each Regular membership shall have one vote. In the event of cancellation of the Annual Meeting, the Recording Secretary and a Notary Public shall act as inspectors of election on the date of the meeting or on the first business day thereafter.

  5. Nominations cannot be made at the Annual Meeting or in any manner other than as provided above.

ARTICLE V. COMMITTEES

Section I. The Board may each year appoint standing committees to advance the work of the Society in such matters as dog shows, obedience trials, field events, 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 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 Society for a like period.

Section 2. Charges

Any member may prefer charges against a member or a local member club for alleged misconduct prejudicial to the best interests of the Society or the breed. Written charges with specifications must be filed in duplicate with the Recording Secretary together with a deposit of $20.00 which shall be forfeited if such charges are not sustained by the Board or a Committee following a hearing. The Recording Secretary shall promptly send a copy of the charges to each member of the Board or present them at a Board Meeting and the Board shall first consider whether the actions alleged in the charges, if proven, might constitute conduct prejudicial to the best interest 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 Society or of 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 weeks nor more than six weeks thereafter. The Recording 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/her or its own defense and bring witnesses if he/she or it 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 Society for not more than six months from the date of the hearing, unless the suspension is coupled with a recommendation for expulsion, in which case the suspension may be effective until the next Annual Meeting, even 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 case, the suspension shall not restrict the defendant's right to appear before his fellow members at the ensuing Society meeting which considers the recommendation of the Board or Committee. Immediately after the Board or Committee has reached a decision, its findings shall be put into written form and filed with the Recording Secretary. The Recording Secretary, in turn, shall notify each of the parties of the decision and penalty, if any.

Section 4. Expulsion

Expulsion of a member from the Society may be accomplished only at the Annual Meeting of the Society following a hearing and upon the recommendation of the Board or Committee as provided in Section 3 of this Article. The defendant shall have the privilege of appearing in his/her or its own behalf, though no evidence shall be taken at this meeting. The President shall read the charges and the findings and recommendations and shall invite the defendant, if present, to speak in his or its own behalf. The meeting shall then vote by secret written ballot on the proposed expulsion. If expulsion is not so voted, the suspension shall stand. A 2/3 vote of those present at the Annual Meeting shall be necessary for expulsion.

ARTICLE VII. AMENDMENTS

Section 1. Amendments to the Constitution and By-Laws and to the Standard for the Breed may be proposed by the Board of Directors or by written petition addressed to the Recording Secretary signed by 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 Recording Secretary for a vote within three months of the date when the petition was received by the Recording Secretary.

Section 2. The Constitution and By-Laws and the Standard for the Breed may be amended at any time provided a copy of the proposed amendment has been mailed by the Recording Secretary to each member in good standing on the date of the 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 thirty days after the date of the mailing by which date the ballots must be returned to the Recording 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 By-Laws (or to the Standard for the Breed) that is adopted by the Society shall become effective until it has been approved by the Board of Directors of The American Kennel Club.

ARTICLE VIII. DISSOLUTION

Section 1. The Society 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 Society, other than for purposes of reorganization, whether voluntary or involuntary, or by operation of law, none of the property of the Society, nor any proceeds thereof, nor any assets of the Society shall be distributed to any members of the Society, but after payment of the debts of the Society, 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 Society, the order of business so far as the character and nature of the meeting may permit, shall be as follows:

  1. Roll Call
  2. Minutes of last meeting
  3. Report of President
  4. Report of Recording Secretary
  5. Report of Membership Secretary
  6. Report of Treasurer
  7. Report of Committees
  8. Election of Officers and Board (at Annual Meeting)
  9. Election of new members
  10. Unfinished business
  11. New business
  12. 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:

  1. Reading of minutes of last meeting
  2. Report of Recording Secretary
  3. Report of Membership Secretary
  4. Report of Treasurer
  5. Reports of Committees
  6. Unfinished business
  7. New business
  8. Adjournment

Section 3. The rules contained in Roberts Rules of Order Newly Revised shall govern the Society in all cases to which they are applicable when not inconsistent with these By-Laws or any special rules of order the Society may adopt.


Copyright © 1999, Flat-Coated Retriever Society of America, Inc.
Last Revised: July 11, 1998
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http://www.akc.org/clubs/fcra/bylaws.html