GSCA Constitution and Bylaws
Standing Rules
Section 1.
|
|
|
Section 2.
|
|
|
Section 3. |
|
The Club
shall not be conducted operated for profit and no part of any
profits or remainder or residue from dues or donations or any
other revenue shall inure to the benefit of any member of the
Club or any other individual.
|
Section 4. |
|
The members
of the Club shall adopt and may, from time to time, revise
such by-laws as may be required to carry out these objectives.
|
Section 5. |
|
Nothing herein contained shall be construed to
make this organization a partnership or to make any member,
officer, or director of this organization personally
responsible or liable under partnership Law or otherwise for
the acts, debts, defaults, or liabilities of any character
whatsoever of any member of the organization. |
BY-LAWS
ARTICLE I
Section 1. |
|
Eligibility
There shall be one type of membership open to all persons
eighteen years of age or older who are members in good
standing of the American Kennel Club and subscribe to the
purpose of this Club. Membership in the Club will be
unrestricted as to residence.
|
Section 2. |
|
Membership dues
will be reviewed yearly by the Treasurer with the
recommendations to the Board to be voted on at the Annual
Meeting. Membership dues shall be payable on or before the
first day of September each year. Dues for second and
subsequent memberships within any member’s immediate family
shall be one-fourth per year provided said members reside
within the same household. No member may vote whose dues are
not paid for the current year. During the month of August,
the Treasurer shall send 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 these Constitution and
By-Laws and the rules of the American Kennel Club. The
application shall state the name, address, phone number and
occupation of the applicant and it shall carry the endorsement
of at least one member who is in good standing. Accompanying
the application, the prospective members shall submit an
initiation fee and dues for the current year. Prospective
members applying on or after the first day of February shall
submit the initiation fee plus one-half of the annual dues
that would otherwise be required. The name, address, and
telephone number of the applicant, together with the name of
the endorser or endorsers shall be published in the Club’s
newsletter within a reasonable time after the application is
received. Any member who objects to the granting of
membership to an applicant may file his objection in writing,
together with reasons for such objection, with the Secretary
within a period of time specified by the Board of Directors
for all applications for membership. The Secretary shall
notify the entire Board of such objection before an
application is approved or rejected.
Applicants may be elected at any meeting of the
Board of Directors or by written vote of the Directors by
mail. Affirmative votes of 2/3 of the Directors shall be
required to elect an applicant. |
Section 4. |
|
Initiation fee.
There shall be one fee of $10.00 which shall cover an
individual applicant or several members of a family applying
at the same time.
|
Section 5. |
|
Termination of Membership.
Membership may be terminated by;
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 are considered a debt to the Club
and become incurred from the first day of the fiscal year.
Anyone who resigns from the Club and wishes to rejoin at some
later date cannot be reinstated, but must go through the
process of a new member.
B)
By lapsing.
A membership shall be considered lapsed and automatically
terminated if such member’s dues remain unpaid after December
1st however, the Board of Directors may grant a
period of ninety (90) days grace in meritorious cases. In no
case may a member vote whose dues are not paid for the current
year. A person who was in time past a member of the G.S.C.A.
upon application shall state that fact stating his name and
previous dates of membership and must go through a regular
application for new membership.
C)
By expulsion.
A membership may be terminated by expulsion as provided in
Article VI of this Constitution and By-Laws.
|
Section 6. |
|
Reinstatement of Lapsed
Membership. In the case of
members with tardy dues payments, membership may be reinstated
for an additional payment of $5.00 whether dual or single from
December 1st through August 31st. A
membership lapse of one (1) year or greater will require
re-application as a new member.
|
ARTICLE
II
Section 1. |
|
Annual Meeting.
The Annual Meeting shall be held in conjunction with the
Awards Banquet and that event designated as the National Club
Specialty scheduled between May 1st and August 31st.
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 Biannual Election Meeting.
Before August 1st of each even-numbered year, i.e.
1976, 1978, 1980 etc., the President shall designate the
place, date, and hour of the Club’s Special Biannual Election
Meeting. Said meeting shall be held no later than August 15
of each even-numbered year and shall be conducted in
accordance with provisions of Article IV of these By-Laws. No
business shall be conducted at this meeting except the
election of officers. The meeting shall be open to all
members in good standing, but it is anticipated only the Club
Officer designated by the Board of Directors to preside at the
meeting and the three inspectors of election will actually
attend in person.
|
Section 3. |
|
Special Club Meetings.
Special Club Meetings may be called by the President or by a
majority vote of the Board of Directors, or 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 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 to all members at least 14 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 meeting shall be 10% of the
members in good standing. |
Section 4. |
|
Board Meetings.
The Board shall have one meeting per year and it shall be held
in conjunction with the Annual Meeting. Written notice 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 of
Directors.
|
Section 5. |
|
The Board of Directors may conduct business by
mail through the Secretary.
|
Section 6. |
|
Written notice of the Annual Club Meeting or of
any Special Club meeting will be considered sufficient if
published in the Club’s newsletter as provided in Article IV,
Section 5.
|
Section 7. |
|
Procedures and Rules.
The rules contained in Robert’s Rules of Order (the most
recent revision) shall govern the Club in all cases to which
they are applicable, and in which they are now consistent with
the Constitution and By-Laws or the special rules of order of
this society.
|
Section 8. |
|
Minutes of all meetings shall be available upon
receipt unless previously published in Giant Steps. |
ARTICLE III
Section 1. |
|
Directors and Officers.
The Board shall be comprised of the President, Vice-President,
Secretary, Treasurer and four Directors, all of whom shall be
members in good standing. They shall be elected for two year
terms at the Club’s Special Biannual Election Meeting and
shall serve from the beginning of the even numbered fiscal
year through the end of the following odd numbered fiscal
year. The immediate Past President shall continue to serve as
a member of the Board of Directors with the full power and
authority of membership thereof for the first two years after
his successor is elected, provided he is still a member in
good standing of the Club. General management of the Club’s
affairs shall be entrusted to the Board of Directors.
A)
Four directors shall
be elected from four geographic areas in the United States
which shall be designated as East, South, Midwest and West.
Said geographic areas shall be made up of contiguous states
and shall be as nearly equal in membership as practicable.
During May of each calendar year ending in the digit 2 or 7,
i.e. 1977, 1982, etc., the Secretary shall furnish the Board
of Directors with a roster of the membership by state. The
Board shall then determine, by majority vote, the boundaries
of said geographic areas. The Board may assign members living
outside the United States to any geographic area.
B)
All Officers and
Directors are limited to two consecutive terms in any single
office.
|
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 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 President in addition to those particularly specified in
these Constitution and By-Laws.
B)
The Vice-President
shall have the duties and exercise the powers of the President
in case of the President’s absence.
C)
The Secretary shall
be responsible for:
1.
Recording minutes of
all meetings of the Board of Directors and members;
2.
Recording all
minutes of all meetings by the Board of Directors by mail;
3.
Furnishing copies of
all minutes of all meetings in a form prescribed by the Board
of Directors;
4.
Keeping an
up-to-date roll of members and their addresses;
5.
Notifying new
members of their election to membership and distributing to
each new member a copy of the Club’s Constitution and By-Laws,
the Standard of the Breed, and a current membership list;
6.
Notifying members of
the time and place of Director’s meetings;
7.
Notifying directors
of the time and place of Directors meetings;
8.
Carrying out such
other duties as are described in these By-Laws and/or by the
Board of Directors;
9.
Conducting all
general Club correspondence not covered by the Information
Center;
10.
Preparing and
mailing all Club material excluding Giant Steps;
11.
Lending as much
assistance as possible to Committee Chairman with mailings
pertaining to Club business.
D)
The Treasurer shall:
1.
Collect and receive
all monies due or belonging to the Club;
2.
Deposit same in a
bank approved by the Board, in the name of the Club;
3.
Disburse funds
necessary to discharge the liabilities of the Club. Such
disbursements shall in no event exceed a maximum limit on all
expenditures imposed by the Board of Directors. If
liabilities are incurred in excess of this maximum limit prior
approval of the Board must be obtained before payment can be
made;
4.
Keep his books open
to inspection by the Board at all times;
5.
Report to the Board
at every meeting the condition of the Club’s finances and
every item of receipt or payment not before reported;
6.
Render at the Annual
Meeting an account of all monies received and expended during
the previous fiscal year;
7.
Maintain a record of
all non-expendable Club property held by the Directors or
members of the Club;
8.
Submit at the Annual
Board Meeting a proposed budget for the ensuing year;
9.
Be bonded in such
amount as the Board of Directors shall determine and the
expense for the same is to be paid by the Giant Schnauzer Club
of America, Inc.
E)
The four Area
Directors shall:
1.
Encourage specialty
and match shows in his/her area;
2.
Chair or take
responsible position in these above shows;
3.
Educate and aid new
Giant Schnauzer owners in the proper care (feeding, training,
grooming) of their dogs;
4.
Investigate, support
and endorse new members for the Giant Schnauzer Club of
America, Inc.;
5.
Support and organize
activities to bring area members together;
6.
Submit quarterly
reports to Giant Steps;
7.
Correspond with the
Information Center about inquiries received by the Information
Center from individual areas.
|
Section 3.
|
|
Removal of Officers and Directors.
A)
An officer or
director elected by the Board may be removed by the Board for
failure to discharge his duties as prescribed in Section 2 of
this Article by a vote of 80% of the entire Board of
Directors.
B)
An officer or
director elected by the members may be removed only by the
vote of those members eligible to vote for the officer or
director. A recall election may be initiated by a written
petition addressed to the Secretary signed by 20% of the
membership in good standing. Such election shall be conducted
within three weeks of the date when the petition was received
by the Secretary. |
Section 4. |
|
Vacancies.
Any vacancies occurring on the Board or among the officers
during the year shall be filled for the unexpired term of
office by a majority vote of all the then 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 the President
shall be filled automatically by the Vice-President and the
resulting vacancy in the office of the Vice-President shall be
filled by the Board. If a Board member does not vote on two
consecutive ballots during the fiscal year, the office is
automatically forfeited. |
Section 5. |
|
Installation of Officers and Directors.
Officers and Directors shall take office on September 1, the
beginning of the fiscal year following their election, and
each retiring officer shall turn over to his successor in
office all properties and records relating to that office
within 30 days after the election. |
ARTICLE IV
CLUB YEAR, ELECTIONS,
NOMINATIONS,
AND WRITTEN NOTICE.
Section 1. |
|
Club Year.
The Club’s fiscal year shall begin on the first day of
September and end on the 31st day of August.
|
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 Biannual Election of
Officers and Directors, and amendments to the Constitution and
By-Laws 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. Any issue which has been decided by a
mail ballot may not be overturned at a subsequent Annual or
Special Meeting. |
Section 3. |
|
Election.
At the Special Biannual Election Meeting for Officers, the
vote shall be conducted by ballot. Ballots, to be valid, must
be received at least one day prior to the meeting by the
Secretary or by an Officer appointed by the Board of Directors
at the election meeting.
Ballots shall be counted at the meeting by
three inspectors of election to be chosen by the Board of
Directors. The person receiving the largest number of votes
for each 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 shall be filled by the new Board of
Directors in the manner provided by Article III, Section 4.
In the event of a tie vote, the office shall be declared
vacant and the vacancy shall be filled as above.
The procedure for election of the four
Directors, elected from the four geographic areas of the
United States, shall be, in all respects, similar to the
election of officers except that members shall be entitled to
vote only for Directors from their own geographic area. |
Section 4. |
|
Nominations and Ballots.
No person may be a candidate in a Club election who has not
been nominated in accordance with these By-Laws, and who has
not been a member of the Club for at least 24 consecutive
immediately proceeding months. At least 90 days before the
Special Biannual Election Meeting, the Secretary shall send
out to each member of the Club, or the Club Newsletter shall
publish notice that the nominations are open. Each member
shall be entitled to nominate one candidate for each office.
Each member may nominate one candidate for Director from each
of the four geographic areas. Nominations must be received by
the Secretary at least 30 days before the Biannual Election
Meeting. No nominations will be accepted without the written
consent of the nominee.
A)
The Board of
Directors may, by a majority vote at a properly constituted
special Board meeting, name a recommended slate or partial
slate of nominees. The names of properly recommended nominees
shall be published in the Club’s newsletter together with
notice that their election has been recommended by a majority
vote of the Board of Directors. Recommended nominees shall be
given no preference on the ballot or in the instructions
accompanying the ballot.
B)
The Secretary shall
mail to each member in good standing at least 20 days before
the Special Biannual Election Meeting a ballot listing in
alphabetical order all of the nominees for each position
together with a blank envelope and a return envelope addressed
to the 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 making his ballot, shall seal it in
the blank envelope which, in turn, shall be placed in the
second envelope addressed to the Secretary. The Inspectors of
Elections shall check the returns against the list of members
whose dues are paid for the current year prior to opening the
outer envelope 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 in the Club’s
newsletter within 30 days after the election.
C)
Nominations cannot
be made at the Annual Meeting or in any manner other than as
provided here.
|
Section
5. |
|
Written
notice to members when required by any Article of these
Constitution and By-Laws may be given by publishing in the
Club’s newsletter provided that all other requirements of
notice are fully complied with. |
ARTICLE V
COMMITTEES
Section 1. |
|
|
Section 2. |
|
Any committee appointment may be terminated by
a majority vote of the Board upon written notice to the
appointee, and the Board may appoint successors to these
persons whose service has been terminated.
|
Section 3. |
|
Committees may be appointed by the President,
subject to Board approval. The Editor of Giant Steps
is to be a position appointed by the President subject to
Board approval with each new term.
|
Section 4. |
|
The Information Center (appointed by the
President, subject to Board approval, with each new term)
shall be responsible for:
-
Answering all inquiries by people wanting to
become members of the Giant Schnauzer Club of America, Inc.,
or wanting to purchase a Giant Schnauzer;
-
Maintain and expand a list of information to
be sent or sold to correspondents seeking information.
|
Section 5. |
|
The American Kennel Club Delegate
A)
The appointment of a
Delegate to the American Kennel Club shall be by election by
the general membership. This election shall occur biannually
concurrent with the ballot for Officers and Directors. The
number of consecutive terms are unlimited. Nominations shall
be conducted in accordance with Article IV, Section 4 with the
exception that eligibility for the office shall be limited to
members of the Giant Schnauzer Club of America who have been
members in good standing for a minimum of 5 immediately
preceding consecutive years who meet all American Kennel Club
eligibility requirements.
B)
The incumbent
Delegate shall remain in office until such time as the
credentials of the newly-elected Delegate shall be accepted by
the American Kennel Club. Should the credentials of the
newly-elected Delegate not be accepted by the American Kennel
Club, the incumbent Delegate shall remain in office for the
position.
C)
If the incumbent
Delegate resigns during the first year of office, the vacancy
shall be filled by an appointment of the President and
approved by a majority of the Board of Directors. A
resignation during the second year shall leave the office
vacant until the next regularly scheduled election.
|
Section 6. |
|
Audit Committee
A)
An audit committee
comprised of two G.S.C.A. members in good standing shall be
appointed by the President and approved by the Board. The
Treasurer’s records shall be audited within ten (10) days of
the close of the fiscal year. The committee shall report the
condition of the records to the Board without delay upon
completion of the audit. The auditors’ report shall be
published in the next issue of Giant Steps.
B)
Should a mid-term
change of Treasurers occur, the audit committee shall audit
the records and report on the condition of the records being
forwarded to the new Treasurer. |
Section 7. |
|
Parliamentarian.
If the Board wishes to appoint a parliamentarian, that person
must hold certification credentials from a recognized
authority. Lacking such a person among the membership, the
Board may hire a certified parliamentarian to resolve such
issues as may be necessary for the benefit of the Giant
Schnauzer Club of America, Inc. |
ARTICLE VI
DISCIPLINE
Section 1. |
|
|
Section 2. |
|
Charges.
Any members 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
$10.00 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. After due consideration, the Board
shall vote whether the actions alleged in the charge, if
proven, might constitute conduct prejudicial to the best
interest of the Club or the Breed. If a majority of 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 shall 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 appointed by a majority
of the Board, of not less than three members of the Board, not
less than three weeks nor more than six weeks thereafter. The
Secretary shall promptly send a copy of the charges to the
complainant and the accused member by registered mail together
with a notice of the hearing and an assurance that they may
personally appear in their own behalf and bring witnesses if
they wish. |
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 case, the suspension shall not restrict the defendant’s
right to appear before his fellow members at the ensuing Club
meeting which considers the recommendations of the Board or
Committee. Immediately after the Board or Committee 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 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 and upon
the recommendation of the Board or a Committee as provided in
Section 3 of this Article. The President shall read the
charges and the findings and recommendations and shall invite
the defendant, if present, to speak on his own behalf though
no evidence shall be taken at this meeting. The meeting shall
then vote by secret written ballot on the proposed expulsion.
A 2/3 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 By-Laws 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
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 By-Laws and the Standard
of the Breed may be amended at any time provided a copy of the
proposed amendment has been mailed by the Secretary to each
member accompanied by a ballot on which he may indicate his
choice for or against the action to be taken. The notice
shall specify a date not less than 30 days after the 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 whose ballots are returned 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 of 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. |
|
Dissolution.
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
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 member of the Club, but after payment of
debts of the Club, its property and assets shall be given to
one or more charitable organizations for the benefit of dogs
selected by the Board of Directors.
|
ARTICLE IX
ORDER OF BUSINESS
Section 1. |
|
At the 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 Taking
Minutes of the Last Meeting
Report of the
President
Report of the
Secretary
Report of the
Treasurer
Report of the
Committees
Unfinished
Business
New Business
Adjournment |
Section 2. |
|
At meetings of the Board, the order of
business, unless otherwise directed by a majority vote of
those present, shall be as follows:
Reading of the Minutes of the Last Meeting
Report of the Secretary
Report of the Treasurer
Report of the committees
Unfinished Business
Election of New Members
New Business
Adjournment |
|