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Author Topic: Club's Constitution, Bylaws and Officers.  (Read 829 times)
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« on: August 06, 2007, 08:50:15 PM »

BICA Constitution and Officers    


CONSTITUTION

ARTICLE I

Name and Objects

SECTION 1. The name of the club shall be the Bracco Italiano Club of America.

SECTION 2. The objects of the club shall be:

(a) to encourage and promote quality in the breeding of purebred Bracchi Italiani and to do all possible to bring their natural and desirable qualities to perfection;

(b) to urge members and breeders to accept the standard of the breed as approved by the BICA as the only standard of excellence by which the Bracco shall be judged;

(c) 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 trials, hunting tests, or otherwise.

(d) to discourage the breed from becoming split into groups of "field dogs" and "show dogs" and strive to keep it forever a "dual dog;"

(e) to gain recognition with the American Kennel Club.

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 bylaws as may be required to carry out these objectives.

BYLAWS

ARTICLE I

Membership

SECTION 1. Eligibility. There shall be three types of membership open to all persons 16 years of age and older 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 breeders and exhibitors in the United States of America. The types of memberships are as follows:

(a) Full Membership: open to all individuals 16 years of age or older. Full membership enjoys all privileges of the club including the right to vote and hold office.

(b) Household Membership: open to two persons 16 years of age or older who reside in the same household, each enjoying all privileges of the club, including each having one vote. Only one household member may hold an office at a time. One household will receive one newsletter.

(c) Associate Membership: open to all individuals 16 years of age or older. Associate membership enjoys all privileges of the club, except for receiving BICA's quarterly newsletter.

(d) Foreign Membership: open to all individuals 16 years of age or older who live outside of the United States. Foreign membership enjoys all of the privileges of the club, including the right to vote, but not to hold office.

(e) Junior Membership: open to all individuals between the ages of 10 and 15. This is a non-voting and non-office holding membership. Junior members receive the quarterly newsletter.

SECTION 2. Dues. Membership dues for each type of membership shall be established by a majority vote of the members present at the annual meeting for the ensuing year. Dues are payable on or before the 1st day of October of each year (first day of the fiscal year). No member may vote whose dues are not paid for the current year. During the month of July the Treasurer shall send to each member a statement of 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, bylaws, code of ethics, and rules of the BICA. The application shall state the name, address, and occupation of the applicant and it shall carry the endorsement of two members in good standing. Accompanying the application, the prospective member shall submit dues payment 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 club following its receipt. At the next club meeting the application will be voted upon and affirmative votes of 2/3 of the members present and voting by secret ballot at that meeting shall be required to elect the applicant. Applicants for membership who have been rejected by the club may not reapply within six 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 must be paid in full prior to resignation.

(b) by lapsing. A membership will be considered as lapsed and automatically terminated if such member's dues remain unpaid 60 days after the first day of the fiscal year; however, the board may grant an additional 60 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 membership may be terminated by expulsion as provided in Article VI of these bylaws.

ARTICLE II

Meetings and Voting

SECTION 1. Club Meetings.

(a) Annual Meeting. The annual meeting of the Club shall be held in conjunction with the Club's Specialty Show if possible at a place, date, and hour designated by the Board of Directors. Written notice of the annual meeting shall be mailed to each member at least 30 days prior to the date of the meeting. The quorum for the annual meeting shall be at least 10% of the members in good standing.

(b) The annual meeting of BICA consists of required (unless canceled due to extreme weather conditions), recommended, and optional elements. These are as follows:

Required: (1) a membership meeting, (2) an ARBA or UKC conformation show, (3) A NAVHDA hunt test (must include all levels), (3) President's address and award's presentation, (4) Auction or other fund-raising activity, (5) Board meeting, (6) Judging Seminars.

Recommended: (1) Education seminars, (2) Question and answer with the Board.

Optional: (1) Health clinics, (2) Microchip clinics, (3) Bracco Olympics, (4) Rescue Parade.

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; and shall be called by the Secretary upon receipt of a petition signed by five members of the club who are in good standing. Such special meetings shall be held at such place, date and hour as may be designated by the person or persons authorized herein to call such meetings. Special club meetings may be held in person, via the internet, or by telephone conference. Written notice of such a meeting shall be mailed by the Secretary at least 15 days and not more than 30 days prior to the date of the meeting, and said notice shall state the purpose of the meeting, and no other club business may be transacted thereat. The quorum for such a meeting shall be 15 percent of the members in good standing.

SECTION 3. Board Meetings. Meetings of the board of directors shall be held each month at such hour and place as may be designated by the board. Board meetings may be held in person, via the internet, or by telephone conference. The first meeting of the Board will be held directly after the election. Written notice of each such meeting shall be mailed by the Secretary at least ten days prior to the date of the meeting. The quorum for such a meeting shall be a majority of the board.

SECTION 4. Special Board Meetings. Special meetings of the board may be called by the President; and shall be called by the Secretary upon receipt of a written request signed by at least three members of the board. Such special meetings shall be held at such place, date, and hour as may be designated by the person authorized herein to call such meeting. Special Board meetings may be held in person, via the internet, or by telephone conference. Written notice of such meeting shall be mailed by the Secretary at least five days and not more than 10 days prior to the date of the meeting. Any such notice shall state the purpose of the meeting and no other business shall be transacted thereat. The quorum for such a meeting shall be a majority of the board.

(a) The Board of Directors may conduct its business by mail through the secretary, e-mail, FAX or telephone, provided it does not conflict with any other provisions of these bylaws. The means of communication must be available and agreed upon by all Board of Directors members.

SECTION 5. Voting. Each member in good standing whose dues are paid for the current year shall be entitled to one vote at any meeting of the club at which he is present. Proxy voting will not be permitted at any club meeting or election.

ARTICLE III

Directors and Officers

SECTION 1. Board of Directors. The board shall be comprised of the officers and three other persons, all of whom shall be members in good standing who are residents of the United States. Officers shall be elected for two-year terms at the club's annual meeting as provided in Article IV and shall serve until their successors are elected. The other Board members shall be elected for one-year terms at the club's annual meeting as provided in Article IV and shall serve until their successors are elected. General management of the club's affairs shall be entrusted to the board of directors.

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 of the board and of all matters of which a record shall be ordered by the club; 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 addresses, and carry out such other duties as are prescribed in these bylaws.

(d) The Treasurer shall collect and receive all moneys due or belonging to the club. Moneys shall be deposited in a bank designated by the board, in the name of the club. The books shall at all times be open to inspection by the board and a report shall be given at every meeting on the condition of the club's finances and every item of receipt or payment not before reported; and at the annual meeting an accounting shall be rendered of all moneys received and expended during the previous fiscal year. The Treasurer shall have the authority to issue payment for Club expenses of up to $250.00. Amounts in excess of this amount must be submitted to the Board for approval prior to payment.

(e) The offices of Secretary and Treasurer may be held by the same person, in which case the board shall be comprised of 5 persons.

(f) The AKC Liaison shall conduct all of the Club's communication with the American Kennel Club and keep informed about changes in the AKC. They will also be informed of the requirements AKC has for new forming clubs.

SECTION 3. Vacancies. Any vacancies occurring on the board or among the offices during the year shall be filled until the next annual election by a majority vote of the members of the board at its first regular meeting following the creation of such vacancy, or at a special board meeting called for that purpose; 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, Annual Meeting, Elections

SECTION 1. Club Year. The club's fiscal year shall begin on the first day of October and end on the last day of September. The club's official year shall begin immediately at the conclusion of the election at the annual meeting and shall continue through the election at the next annual meeting.

SECTION 2. Annual Meeting. The annual meeting shall be held in the month of October, at which officers and directors for the ensuing year shall be elected by secret ballot from among those nominated in accordance with Section 4 of this Article. They shall take office immediately upon the conclusion of the election and each retiring officer shall turn over to the successor in office all properties and records relating to that office within 30 days after the election.

SECTION 3. Elections. The nominated candidate receiving the greatest number of votes for each office shall be declared elected. The three nominated candidates for other positions on the board who receive the greatest number of votes for such positions shall be declared elected.

SECTION 4. Nominations. No person may be a candidate in a club election who has not been nominated. During the month of June, the board shall select a Nominating Committee consisting of three members from different areas of the USA and two alternates, all members in good standing, not more than one of whom may be a member of the board. The Secretary shall immediately notify the committeemen and alternates of their selection. The board shall name a chairman for the committee. The Nominating Committee may conduct its business by e-mail or mail.

(a) The committee shall nominate from among eligible members of the club, one candidate for each office and for each position on the Board of Directors (and for AKC Liaison, who may but need not be an officer or director of the club and the possibility of both the Secretary and Treasurer being held by the same person). After securing the consent of each person so nominated, shall immediately report their nominations to the Secretary in writing.

(b) Upon receipt of the Nominating Committee's report, the Secretary shall, at least two weeks before the August meeting, notify each member in writing of the candidates so nominated, including the candidate's full name and the name of the state in which he/she resides.

(c) Additional nominations may be made at the August meeting by any member in attendance, provided that the person so nominated does not decline when their name is proposed, and provided further that if the proposed candidate is not in attendance at this meeting, the proposer shall present to the Secretary a written statement from the proposed candidate signifying willingness to be a candidate. No person may be a candidate for more than one position (except for the position of Liaison and the possibility of the Secretary and Treasurer being held by the same person).

(d) Nominations can be made on or after the August meeting by the membership if they so desire. Nominations cannot be made at the annual meeting or in any manner other than as provided in this Section.

(e) Additional nominations of eligible members may be made by written petition addressed to the Secretary and postmarked no later than September 1 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 (with the exception of AKC Liaison and the possibility of both the Secretary and Treasurer being held by the same person).

(f) if no valid additional nominations are postmarked on or before September 1 the Nominating Committee's slate shall be declared elected and no balloting will be required.

(g) If one or more valid additional nominations are postmarked on or before September 1, the Secretary (or an independent professional firm designated by the Board) shall, on or before September 15 mail to each eligible member in good standing whose dues are paid for the current year, a ballot listing all of the nominees for each position in alphabetical order, with 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 their 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) and post marked no later than October 1. The inspectors of election (or designated professional firm) shall check the returns against the list of members 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.

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 upon written notice to the appointee; and the board may appoint successors to those persons whose services have been terminated.

ARTICLE VI

Discipline

SECTION 1. Charges. An individual member may prefer charges against another individual member for alleged misconduct prejudicial to the best interests of the club or the Bracco Italiano breed. Written charges with specifications must be filed in duplicate with the Secretary together with a deposit of $10.00 which shall be forfeited if such charges are not sustained by the board 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. If the board considers that the charges do not allege conduct which would be prejudicial to the best interests of the club, it may refuse to entertain jurisdiction. If the board entertains jurisdiction of the charges, it shall fix a date for a hearing by the board not less than three weeks nor more than six weeks thereafter. The Secretary shall promptly send one copy of the charges and the specifications 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 2. 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 from all privileges of the club for not more than six months from the date of the hearing. 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 board's recommendation. Immediately after the board has reached a decision, its finding shall be put in written form and filed with the Secretary. The Secretary, in turn, shall notify each of the parties of the board's decision and penalty, if any.

SECTION 3. Expulsion. Expulsion of a member from the club may be accomplished only at a 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 60 days but not earlier than 30 days after the date of the board's recommendation of expulsion. The defendant shall have the privilege of appearing in his own behalf, though no evidence shall be taken at this meeting. The President shall read the charges and the board's finding and recommendation, and shall invite the defendant, if present, to speak in his own behalf if he wishes. The members shall then vote by secret ballot on the proposed expulsion. A 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 may be proposed by the board of directors or by written petition addressed to the Secretary signed by 20 percent 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 months of the date when the petition was received by the Secretary.

SECTION 2. The constitution and bylaws 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 the mailing, accompanied by a ballot on which a choice for or against the action to be taken shall be indicated. Dual envelope procedures described in Article IV Section 4 (g) shall be followed in handling such ballots to ensure secrecy of the vote. Notice with such ballot shall specify a date not less than 30 days after the date postmarked by which date the ballots must be returned to the Secretary to be counted. The favorable secret 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.

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 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 any members of the club, but after payment of the debts of the club its property and assets shall be given to a charitable organization for the benefit of dogs 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

Election 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

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.















Signatures:

President: _________________________________________________ Date: _______________

Name: Amanda Inman

Vice President: _____________________________________________ Date: ______________

Name: Peggy Casper

Treasurer: _________________________________________________ Date: ______________

Name: Mike Casper

Secretary: _________________________________________________ Date: _______________

Name: Shirley Darnell
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« Reply #1 on: August 07, 2007, 10:01:55 AM »

I have talked to Mike Casper and he said that there has not been any elections and that the officers are only temporary acting officers, and
after a proper length of time (6 months?) and a certain number of members (?) they will hold elections for the officers and the board.
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« Reply #2 on: August 09, 2007, 06:06:26 PM »

I have some concerns here.  How can a club with temporary officers and limited (unknown numbers) membership, have already adopted a Constitution with bylaws in such a short period of time?  Usually, a committee of members drafts the proposed Constitution after research and discussion, the draft is put to a vote by the general membership, and a majority of the membership vote to adopt and ratify the Constitution as written.  This looks like a template of another club's Constitution, and may/may not address our particular needs.  I have specific concerns regarding inconsistencies in the document with respect to member voting.  It would have been nice to have been given the opportunity to participate in the draft discussion. 
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