GSCA Constitution and Bylaws - Revised and Effective January 1, 2010 - Download
Standing Rules
Section 1.
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Section 2.
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Section
3.
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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.
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Section
4.
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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.
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Section
5.
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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.
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BY-LAWS
ARTICLE I
Section
1.
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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.
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Section
2.
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Membership dues shall not exceed
$100.00 per year, payable on or before the 1st day of January of
each year. No member may vote whose dues are not paid for the current year.
During the month of November, Membership Chairman shall send to each member a
statement of dues for the ensuing year. The Treasurer will make
recommendations to the Board of Directors of the annual fee, which will be
voted on at the Annual Meeting.
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Section
3.
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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,
email address and occupation of the applicant and it shall carry the
endorsement of at least two members who are in good standing.
Accompanying the application, the prospective members shall submit an administrative
fee and dues for the current year. Prospective members applying on or
after the first day of June shall submit the administrative fee plus one-half
of the annual dues that would otherwise be required. The name, address,
telephone number and email address 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 or email provided that a minimum of 30 days have elapsed
after the applicant/applicants name appeared in either Giant Steps or the
Club Newsletter. Affirmative votes of 2/3 of the Directors shall be
required to elect an applicant.
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Section
4.
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Administrative fee. There shall
be one fee of $25.00 which shall cover an individual applicant or several
members of a family applying at the same time.
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Section
5.
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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. The Secretary, upon receipt of the
member’s resignation, will send a GSCA letter of acceptance of such
resignation by certified mail. 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 the grace period ending March 31st.
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.
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Section
6.
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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 April 1st through December 31st of that
membership year. A membership lapse past December 31st will
require re-application along with an endorsement of two (2) members in good
standing and a new administrative fee.
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ARTICLE II
Section
1.
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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 November 15th. Notice of the Annual Meeting shall be posted on the
GSCA website, announced in Giant Steps and the GSCA Newsletter at least
thirty (30) days prior to the date of the meeting. The quorum for the
Annual Meeting shall be 10% of the members in good standing.
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Section
2.
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Special Biannual
Election Meeting.
Before December 1st of each even-numbered year, i.e. 2008, 2010, 2012 etc.,
the President shall designate the place, date, and hour of the Club’s Special
Biennial Election Meeting. Said meeting shall be held no later than December
15th 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.
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Section
3.
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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/emailed to all members and posted to the GSCA website
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.
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Section
4.
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Board Meetings. The Board
shall have a minimum of one meeting per year and it shall be held in
conjunction with the Annual Meeting. Written notice shall be mailed/emailed
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.
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Section
5.
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The Board of
Directors may conduct business by mail, email, fax or telephone conference
call, through the Secretary. In the event of an email vote, the motion, who
seconded the vote and the results of the vote, would be read into the minutes
of the next scheduled Board of Directors meeting by the Club Secretary. The
Secretary will confirm the results of votes taken by mail, email, fax, in
writing within seven days.
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Section
6.
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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.
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Section
7.
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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.
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Section
8.
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Minutes of all
meetings shall be available upon receipt unless previously published in Giant
Steps.
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ARTICLE III
Section
1.
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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 Biennial Election Meeting. 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.
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Section
2.
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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. All officer positions
shall be bonded in an amount as the current board shall determine.
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 death, absence or incapacity.
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, fax, E-Mail or
telephone conference call;
3. Furnishing
copies of all minutes of all meetings in a form prescribed by the Board of
Directors;
4. Notifying
members of the time and place of Director’s meetings;
5. Notifying Board
of Directors of the time and place of Directors’ meetings;
6. Carrying
out such other duties as are described in these By-Laws and/or by the Board
of Directors;
7. Conducting
all general Club correspondence not covered by the Information Center
or Website;
8. Preparing and mailing all Club
material excluding Giant Steps, Information Center or Website;
9. 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 monies
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;
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.
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Section
3.
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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.
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Section
4.
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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.
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Section
5.
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Installation of
Officers and Directors. Officers and Directors shall take office on January
1st, 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.
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ARTICLE IV
CLUB
YEAR, ELECTIONS, NOMINATIONS,
AND WRITTEN NOTICE.
Section
1.
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Club Year. The Club’s fiscal
year shall begin on the first day of January and end on the 31st
day of December.
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Section
2.
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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
Biennial 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.
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Section
3.
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Election. At the
Special Biennial Election Meeting for Officers, Directors and Delegate (who
may but not need be a director or officer of the club) to the American Kennel
Club the vote shall be conducted by secret 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 or a
professional firm designated by the board 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.
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Section
4.
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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 preceding months. At least 90 days
before the Special Biennial 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 Biennial 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 Biennial Election Meeting a ballot listing in alphabetical order,
with states in which they reside, all of the nominees for each position
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 making his ballot, shall seal it in the blank
envelope which, in turn, shall be placed in the second envelope addressed to
the Secretary or designate professional firm. The Inspectors of
Elections 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 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.
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Section
5.
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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.
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ARTICLE V
COMMITTEES
Section
1.
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Section
2.
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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.
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Section
3.
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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.
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Section
4.
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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.
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Section
5.
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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 is 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.
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Section
6.
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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 thirty (30) 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.
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Section
7.
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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.
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ARTICLE VI
DISCIPLINE
Section
1.
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Section
2.
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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 $50.00 which shall be forfeited if such charges are not sustained
by the Board or a Committee following a hearing. The secretary shall
promptly send a copy of the charges to each member of the Board or present
them at a Board meeting. 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.
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Section
3.
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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, reprimand or 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. A written reprimand directed exclusively to the member
may be somewhat detailed but an official (published) reprimand should only
indicate that subsequent to the board hearing “Member X was officially
reprimanded as a result of charges filed by Member Y.” 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.
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Section
4.
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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.
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ARTICLE VII
AMENDMENTS
Section
1.
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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.
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Section
2.
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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.
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Section
3.
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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.
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ARTICLE
VIII
DISSOLUTION
Section
1.
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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.
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ARTICLE
IX
ORDER
OF BUSINESS
Section
1.
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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
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Section
2.
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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
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