Constitution & By-Laws

Constitution

Name and Objectives

(as amended on October 5, 2003)

Article I

SECTION 1 The name of the Club shall be Toy Dog Club of Central Florida, hereafter referred to as the Club.
SECTION 2 The objectives of the Club shall be to (1) further   the advancement of all toy breeds of purebred dogs, (2) do all in its power to protect and advance the interests of all toy breeds of purebred dogs and to encourage sportsman-like competition at dog shows, obedience, agility trials and tracking tests, (3) to conduct sanctioned matches, dog shows, obedience and agility trials under the rules and regulations of the American Kennel Club.
SECTION 3 To educate the public on proper care, training and the prevention of cruelty to the toy breeds.
SECTION 4 The Club shall not be conducted or operated for profit. Remainder of residue from dues, events and/or donations shall not inure to the benefit of any member or individual.
SECTION 5 The members of the Club shall adopt and may from time to time amend or revise such bylaws as may be required to carry out these objectives.

By-Laws

Article I, Membership

SECTION 1       Eligibility: There shall be three (3) types of membership. Regular and associate open  to all persons 18 years of age and older who are in good standing with The American Kennel Club, and who subscribes to the purposes of this Club, and a Junior Membership open for ages 12-18.
Junior  members – enjoy all club privileges with the exception of the right to vote or hold office, and may convert to Regular or Associate membership upon reaching their 18th birthday.
Associate – Enjoys all club privileges with the exception of the right to vote or hold elective office.
Regular – Enjoys all club privileges including the right to vote and hold office.
While membership is to be unrestricted as to residence, the club’s primary purpose is to representative of the breeders and exhibitors in it immediate area.
SECTION 2 Dues: (A) Annual membership dues shall be payable on or before the first day of March each year. Dues categories shall be Regular and Associate. Regular dues are not to exceed $25.00 and Associate dues not to exceed $20.00.
Dues amounts shall be determined by the Board of Directors and approved by the general membership. No member may vote whose dues are not paid for the current year. On or before the first day of February, the Corresponding Secretary shall send to each member a statement of his dues for the ensuing year. Dues paid between January 1 and March 1 shall count for a full year.
SECTION 3 Election to Membership: Each applicant for Membership shall apply on a form approved by the Board of Directors and which shall provide these Constitution and By-Laws and the rules of the American Kennel Club. The Application shall state the name, address and occupation of the applicant. Applications must include the signatures of two members in good standing. Accompanying the application, the prospective members shall submit dues payment for the current year. All applications are to be filed with the Corresponding Secretary. Each application is to be read at the first meeting of the Board of Directors following its receipt. The Board will review and make its recommendation to the regular membership. If the application is approved by the Board, it will be read at two general meetings of the club. Voting shall be by secret ballot. Affirmative votes of 2/3 of the Regular voting members present shall be required to elect the applicant. All non-members will be asked to leave during the discussion and election of new members. Applicants for membership who have been rejected by the club may not reapply until six (6) months after the rejection.
SECTION 4 Termination of Membership: Membership may be terminated:
(A)              By Resignation. Any member in good standing may resign from the Club upon written notice to the Corresponding Secretary. The resignation shall be effective immediately upon receipt by the Corresponding Secretary. Obligations other than dues are to be considered 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 March. However, the Board may extend a reasonable grace period for delinquent members based on extenuating circumstances. In no case may a person be entitled to vote at any Club meeting whose dues are unpaid when the meeting is called to order.
(C)            By Expulsion. A membership may be terminated provided in Article VI of these By-Laws.

Article II Meetings and Voting

SECTION 1 Club meetings: Meetings of the Club shall be held at least bi-monthly at such a date, time and place designated by the Board of Directors. These meetings shall be held in the Greater Orlando, FL area. Written notice of each such meeting shall be mailed by the Corresponding Secretary at least 10 days prior to the date of the meeting. The quorum for such meetings shall be 20 percent of the Regular members in good standing.
SECTION 2 Special Club Meetings: Special Club meetings may be called by the President, or by a majority vote of the members of the Board who are present and voting at any regular or special meeting of the Board. This meeting shall be called by the Corresponding Secretary upon receipt of a petition signed by five (5) Regular members of the club who are in good standing. Such special meetings shall be held in the Greater Orlando, FL area at such date, time and place as may be designated by the person or persons authorized herein to call such meetings.  Written notice of such meetings shall be mailed by the Corresponding Secretary at least five (5) days and not more than 15 days prior to the date of the meeting, and said notice shall state the purpose of the meeting, and no other Club business may transacted thereat. The quorum for such a meeting shall be 20 percent of the Regular members in good standing.
SECTION 3 Board Meetings. Board meetings of the Club shall be held at least bi-monthly at such time and place as designated by the Board of Directors. These meetings must be held in the Greater Orlando, FL area. Written notice of each such meeting shall be mailed by the Corresponding Secretary at least five (5) 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 Corresponding Secretary upon receipt of a written request signed by at least three (3) members of the Board. Such special meetings shall be held at such date, time and place as designated by the Corresponding Secretary. These meetings must be held in the Greater Orlando, FL area. Written notice of such meetings shall be mailed by the Corresponding Secretary at least five (5) 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 transacted thereat. A quorum for such a meeting shall be a majority of the Board.
SECTION 5. Voting. Each Regular member in good standing whose dues are paid for the current year shall be entitled to one (1) vote at any meeting of the Club at which the Regular member 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 four (4) other persons, all of whom shall be members in good standing and all of whom shall be elected to one (1) 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, Corresponding Secretary, Recording Secretary and Treasurer shall serve in their respective capacities both with regard to the Club and it’s meetings and the Board and it’s meetings.
(A)            The President shall preside at all meetings of the Board, and shall have the duties and powers normally appurtenant to the office of the President in addition to those particularly specified in these By-Laws.
(B)             The Vice-President shall have the duties and exercise the powers of the President in case of the President’s death or absence or incapacity.
(C)             The Corresponding Secretary shall have charge of all 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 the By-Laws.
(D)            The Recording Secretary shall keep a record of  all the meetings of the Club and of the Board and of all matters of which a record shall be ordered by the Club and shall perform such duties as may be assigned him by the Board of Directors.
(E)            The Treasurer shall collect and receive all moneys due or belonging to the Club. The Treasurer shall deposit the same in a bank designated by the Board, in the name of the Club. The books shall at all times be open to   inspection of the Board. The Treasurer shall report to them at each meeting the condition of the Club’s finances and every item of receipt or payment not before reported: and at the annual meeting, shall render an account of all moneys 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 Vacancies. Any vacancies occurring on the Board or among the officers during the year shall be filled until the ext annual election by a majority vote of 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 automatically filled by the Vice-President and the resulting vacancy in the office of the 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 January and end on the 31st day of December.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 January at which Officers and Directors for the ensuing year shall be elected by secret written 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 his successor in office all properties and records relating to that office within two weeks (14 days) after the election.
SECTION 3 Elections. The nominated candidate receiving the greatest number of votes for each office shall be declared elected. The four (4) nominated candidates for other positions of 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. Any nominee is required to be a Regular member in good standing for a minimum of one (1) year. During the month of September, the Board shall select a nominating committee consisting of three (3) members and two (2) alternates. The Corresponding Secretary shall immediately notify the committee and alternates of their selection. The Board shall name a chairperson for the committee, and it shall be that person’s duty to call a committee meeting which shall be held on or before October 1st.
(A)             The committee shall nominate one (1) candidate for each office and four (4) candidates for the other four (4) positions on the Board, and after securing the consent of each person so nominated, shall immediately report their nominations to the Corresponding Secretary in writing.
(B)            Upon receipt of the nominating committee’s report, the Corresponding Secretary shall before October 15th, notify each member in writing of the candidates so nominated.
(C)             Additional nominations may be made at the November meeting by any member in attendance provided the person so nominated does not decline when his name is proposed and provided further that if the proposed candidate is not in attendance at this meeting, his proposer shall present to the Corresponding Secretary a written statement from the proposed candidate signifying his willingness to be a candidate. No person may be a candidate among those members who have not accepted a nomination of the nominating committee. After they are received from the floor, the Corresponding Secretary shall send out suitable notification to all members at least one (1) week prior to the annual meeting.
(D)            Nominations cannot be made at the annual meeting or in any manner other than as provided in this section.

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 and agility 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 American Kennel Club Suspension. Any member who is suspended from the privileges of The American Kennel Club automatically shall be suspended from the privileges of this Club for a like period.
SECTION 2 Charges   Any member may prefer charges against a member for alleged misconduct prejudicial to the best interests of the Club. Written charges with specifications must be filed in duplicate with the Corresponding Secretary together with a deposit of $20.00 which shall be forfeited if such charges are not sustained by the Board following a hearing. The Corresponding Secretary shall promptly send a copy of the charges to each member of the Board or present them at a Board meeting. 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 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 hearing by the Board not less than three (3) weeks nor more than six (6) weeks thereafter. The Corresponding    Secretary shall promptly send one (1) copy of the charges to the accused member by certified mail together with a notice of the hearing and an assurance that the defendant may personally appear in his own defense and bring witnesses if he wishes.
SECTION 3 Board Hearing. The Board shall have complete authority 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 (6) 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 in the ensuing Club meeting which considers the Board’s recommendation. Immediately after the Board has reached a decision the finding shall be put in written form and filed with the Corresponding Secretary. The Corresponding Secretary, in turn, shall notify each of the parties of the Board’s decision and penalty, if any.
SECTION 4 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 on 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 By-Laws may be proposed by the Board of Directors or by written petition addressed to the Corresponding Secretary signed by 20 percent of the Regular membership in good standing. Amendments proposed by such petition shall be promptly considered by the Board of Directors and must be submitted to the Regular members with recommendations of the Board by the Corresponding Secretary for a vote within three (3) months of the date when the petition was received by the Corresponding Secretary.
SECTION 2 The Constitution and By-Laws may be amended by a 2/3rds secret vote of the Regular members present and voting at any regular or special meeting called for that  purpose, provided the proposed amendments have been included in the notice of the meeting and mailed to each member at least two (2) weeks prior to the date of the meeting.

Article VIII Dissolution

SECTION 1 The Club may be dissolved at any time by the written consent of not less than 2/3rds of the members. 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 for 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
Report 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 Board and regular meetings
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 and in which they are not inconsistent with these by-laws and any other special rules of order the Club may adopt.
Revised 10-05-2003

 



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