SWDCA Constitution and Bylaws (approved by AKC and SWDCA membership Jan. 2014)
SPANISH WATER DOG CLUB OF AMERICA, INC. CONSTITUTION ARTICLE I
Name and Objectives SECTION 1. The name of the club shall be Spanish Water Dog Club of America, Inc. SECTION 2. The objectives of the club shall be: (a) to encourage and promote quality in the breeding of pure-bred Spanish Water Dogs and to do all possible to bring their natural qualities to perfection; (b) to encourage the organization of independent local specialty clubs in those localities where there are sufficient fanciers of the breed to meet the requirements of The American Kennel Club; (c) to urge members and breeders to accept the standard of the breed as approved by The American Kennel Club as the only standard of excellence by which Spanish Water Dogs shall be judged; (d) to do all in its power to protect and advance the interests of the breed and to encourage sportsmanlike competition at dog shows, performance and companion events (e) to conduct sanctioned matches, specialty shows, performance and companion events under the rules and regulations of The American Kennel Club. SECTION 3. The club shall not be conducted or operated for profit and not 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.
SPANISH WATER DOG CLUB OF AMERICA BYLAWS ARTICLE I Membership SECTION 1. Eligibility. There shall be six (6) types of membership, open to all persons who are in good standing with The American Kennel Club (a person who has not had any AKC privileges suspended), who subscribe to the purposes of this club, and who have not been convicted of animal cruelty charges. SECTION 2: Membership and Dues (a) Individual — One adult member; enjoys all club privileges, including the right to vote and hold office. Dues shall not exceed $50 per year. (b) Household — Two (2) adult members residing in the same household, each eligible to vote and hold office. Dues shall not exceed $65 per year. (c) Foreign — Individuals who are not U.S. residents (or its territories and possessions). Shall be entitled to all club privileges except voting and office holding. Dues shall not exceed $35 per year. (d) Junior — Children under 18 years of age; a non-voting/non-office holding membership, which may automatically convert to regular membership at age 18. Dues shall not exceed $35 per year. (e) Honorary — An individual who has made significant contributions to the sport, breed or the club; honorary members pay no dues and are not eligible to vote, but can maintain regular (or household) membership if they pay dues. (f) Life — Individuals who have been members of the club for 20 years; Life members pay no dues but are eligible to vote and hold office. Membershiprenewal fees and paperwork are due no later than January 1 of each year. No member may vote whose dues are not paid for the current year. During the month of November, the Treasurer shall send to each member a notification of membership renewal and 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 bylaws and the rules of The American Kennel Club. The application shall state the name, address, and occupation of the applicant and it shall carrythe endorsement of at least one member in good standing. Accompanying the application, the prospective member shall submit dues payment for the current year. (Member in good standing is an individual who is not suspended by The American Kennel Club or their Club and whose dues for the year are already paid.) Applicants may be elected at any meeting of the board of directors or by means described in Article II Section 4, Board Business. Affirmative votes of 2/3 of the directors present at a meeting of the board, or of 2/3 of the entire board voting electronically or by mail, shall be required to elect an applicant. An application that has received a negative vote by the board may be presented by one of the applicant’s endorsers at the next annual meeting of the club and the members may elect such applicant by secret ballot and a favorable vote of 75% of the members present and voting. Applicants for membership who have been rejected by the club may not reapply within 12 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 Corresponding Secretary; but no member may resign when in debt to the club. Dues obligations are considered a debt to the club and they become incurred on the first day of each fiscal year. (b) by lapsing. A membership will be considered as lapsed and automatically terminated if such member’s dues remain unpaid 30 days after the first day of the fiscal year; however, the board may grant an additional 30 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 SECTION 1. Annual Meeting. The annual meeting of the club shall be held in the month of September and 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 or sent electronically by the Corresponding Secretary to each member at least 30 days prior to the date of the meeting. The quorum shall be 10% of the 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 at a meeting of the board or who vote by mail or electronically; or shall be called by the Corresponding 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 or sent electronically by the Corresponding Secretary at least 14 days and not more than 30 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 a meeting shall be 10% of the members in good standing. SECTION 3. Board Meetings. The first meeting of the board shall be held immediately following the election. Other meetings of the board of directors shall be held at such times and places or via telephone conference call or via video conference as are designated by the President or by a majority vote of the entire board.Written notice of each such other meeting shall be mailed or emailed by the Corresponding 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. SECTION 4. Board Business. The board of directors may also conduct business by telephone conference call, mail, fax, or Internet discussion group provided it does not conflict with any other provision of these bylaws. Items voted upon by telephone conference call, mail, fax, or electronically must be confirmed by the Recording Secretary in writing within seven days. In order to use electronic communication regarding Board business, the following procedure must be followed: (1) every board member must be provided with the means to participate; (2) a procedure must be in place to verify the identity of the individuals participating to ensure that they are the eligible board members; (3) a mechanism must be in place to verify that the eligible board members are listening; and, (4) all board members must agree to participate in this manner. SECTION 5. Notification Method. The Corresponding Secretary may send members notification of club meetings and board members notification of board meetings via mail or email. Email may be used provided that: The member or board member has signed an authorization agreeing to this method of communication. Such authorization, which is revocable, will also release the club from any liability should the notification be received late or not received by the member or board member due to circumstances beyond the club’s control.
ARTICLE III Directors and Officers Section 1. Board of Directors.The board of directors shall be comprised of eight (8) persons: the President, Vice-President, Recording Secretary, Corresponding Secretary, Treasurer, and the AKC Liaison or Delegate, as set forth below, and two (2) other persons, all of whom shall be members in good standing and residents of the United States. Not more than one member of a household may serve on the Board at one time. The members of the board of directors shall be elected and serve as provided in Article IV for a two (2) year term until their successors are elected. The President, Recording Secretary, Corresponding Secretary and Director East are to be elected on odd years; the Vice-President, Treasurer, AKC Liaison or Delegate, and Director West are to be elected on even years. General management of the club’s affairs shall be entrusted to the board of directors. Section 2. Officers. The club’s officers, consisting of President, Vice-President, Recording Secretary, Corresponding Secretary, Treasurer, and AKC Liaison or Delegate 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 the President in addition to those specified in these by-laws. The President is required to have served for at least one full term as an officer or director of the Club. 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 Recording Secretary shall keep a record of all meetings of the club and the board of directors, of all board hearings, and of all votes taken by mail, telephone conference, Internet discussion group, electronically, or fax and of all matters of which a record shall be ordered by the Club or board of directors. The Recording Secretary shall post on the Internet discussion group the agenda of all meetings of the club and the board of directors seven days prior to the meeting date(s) and all meeting minutes within seven days of the meeting date(s). d. The Corresponding Secretary shall have and exercise the duties of membership chairman (i.e. accept membership applications and collect monies pertinent to membership to be turned over to the Treasurer) and keep a roll of the members of the Club with their addresses, phone numbers and email addresses which shall be sent to any member in good standing, upon written request, not more than once every club year. The Corresponding Secretary shall notify members of meetings, notify new members of their election to membership, receive the slate of candidates for board positions, notify officers and directors of their election to office and other duties as are prescribed by these by-laws. The Corresponding Secretary shall handle all correspondence pertaining directly to club affairs, including receiving member resignations, sending and receiving ballots, receiving petitions for amendments and notifying members of such petitions, and receiving and notifying a member of charges made against him/her. The Corresponding Secretary shall also have the duties and exercise the powers of the Recording Secretary in the event of that Secretary’s death, absence, or incapacity. The same person may hold the offices of Recording Secretary and Corresponding Secretary, in which case the board shall be comprised of seven (7) persons. If one person holds this office, he/she should be referred to as Secretary. e. The Treasurer shall collect, receive, and disburse all moneys due or belonging to the club; he/she shall deposit the same in a bank approved by the board of directors, in the name of the club; he/she shall report to the board at every meeting the condition of the club’s finances and every item of receipt or payment not before reported; at the annual meeting he/she shall render an account of all the moneys received and expended during the previous fiscal year; and he/she shall carry out such other duties as are prescribed in these by-laws or directed by the board of directors. The Treasurer shall prepare and file all reports required by federal, state and local laws. His/Her books shall at all times be open to inspection of the board. The Treasurer shall be bonded in such amount as the board of directors shall determine. f. AKC Liaison. Until such time as the SWDCA shall be fully recognized by the AKC and shall then have a delegate, the AKC Liaison shall act as liaison and point of contact for the club and AKC. When full AKC recognition is obtained by the club, the position of AKC Liaison shall be terminated and this paragraph removed from the bylaws to be replaced by the following: AKC Delegate. The AKC Delegate shall represent the SWDCA at all meetings of the delegate body of The American Kennel Club, and shall vote thereat in accordance with the best interests of the club and as instructed by the board of directors and the membership of the SWDCA. When the club becomes fully recognized by the AKC and the position of AKC Liaison is terminated and the AKC Delegate becomes the club's representative, the officer holding the position of AKC Liaison shall automatically hold the position of AKC Delegate. Section 3. Directors. There are two directors (Director East and Director West) who are members at large and represent geographical areas of the country. They are liaisons between the membership and the board. Section 4. Vacancies. Any vacancies may be filled for the unexpired term of office by majority vote of the current board with the following exceptions: a. A vacancy in the office of President shall be filled automatically by the Vice-President, and the resulting vacancy in the office of Vice-President, shall be filled by the board.
Article IV The Club Year, Voting, Nominations, Elections Section 1. Club Years.The Club’s fiscal year shall begin on the first day of January and continue until the 31st day of December of each year. The Club’s official year shall begin the first day of October and continue until the 30th of September of each year. The elected officers and directors shall take office to coincide with the official year. Each retiring officer shall turn over to his/her successor in office all properties and records relating to that office within 30 days of the election. (See Article III, Section 1.) Section 2. Voting. At the annual meeting or at a special meeting of the club, voting shall be either by the dual-envelope mailing as described in Section 4.d of this Article or the majority of those members in good standing who are present at a meeting. Voting by proxy shall not be permitted. The election of officers and directors, amendments to the constitution and by-laws, and the establishment of or amendments to the breed standard shall be decided by written ballot cast by mail. The board of directors may decide to submit other specific questions for decision of the members by written ballot cast by mail. Section 3. Annual Election.The election of officers and directors (and Liaison or Delegate to The American Kennel Club, who may, but need not be a director or officer of the club) shall be conducted by secret ballot. Ballots to be valid must be received by the Corresponding Secretary (or an independent professional firm designated by the board) before September 1. Ballots shall be counted by three inspectors of election who are either (a) members in good standing and neither members of the current board nor candidates on the ballot, or (b) from an independent professional firm designated by the board to send, receive, and count the ballots apart from the annual meeting. Nominated candidates receiving the greatest number of votes for each office shall be declared elected. If any nominee, at the time of the meeting, is unable to serve for any reason, such nominee shall not be elected and the vacancy so created shall be filled by the new board of directors in the manner provided by Article III, Section 4. 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. The board of directors shall choose a nominating committee before June 1st. The committee shall consist of three members from different geographical areas of the U.S.A., and two alternates, all members in good standing, no more than one of whom may be a member of the current board of directors. The board shall name a chairperson for the committee. The nominating committee may conduct its business by mail, telephone conference or electronic mail. a. The nominating committee shall nominate from among the eligible members of the club, one candidate for each office and for each other position on the board of directors and shall procure the acceptance of each nominee so chosen. The committee shall then submit its slate of candidates to the Corresponding Secretary who shall notify each member of the club by July 1st. b. Additional nominations of eligible members may be made by written petition addressed to the Corresponding Secretary and received at his/her regular address by July 15th, signed by five (5) members in good standing and accompanied by the written acceptance of each such additional nominee signifying his/her willingness to be a candidate. Except for the positions of Liaison or Delegate, and Recording Secretary and Corresponding Secretary, if the position is combined into one in which case it will be referred to as Secretary, no person shall be a candidate for more than one position and the additional nominations, which are provided herein, may be made only from among those members who have not accepted a nomination of the nominating committee. c. If the Corresponding Secretary receives no valid additional nominations by July 15th for any office, the nominee of the nominating committee for that office shall be declared elected and no balloting for that office shall be required. d. If one or more valid additional nominations are postmarked by July 15th, the Corresponding Secretary (or an independent professional firm designated by the board) shall, by August 1st, mail to each member in good standing a ballot listing all of the nominees for each position in alphabetical order, with the names of the states in which they reside, together with a blank envelope and a return envelope addressed to the Corresponding 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 Corresponding Secretary (or designated professional firm). 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. e. Nominations cannot be made at the annual meeting or in any manner other than as provided above.
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 and other events, trophies, annual prizes, membership, and other fields which may well be served by committees. Such committees shall always be subject to the final authority of the board. Special committees may also be appointed by the board to aid it on particular projects. SECTION 2. Any committee appointment may be terminated by a majority vote of the full membership of the board upon written notice to the appointee; and the board may appoint successors to those persons whose services have been terminated.
ARTICLE VI Discipline SECTION 1. American Kennel Club Suspension. Any member who is suspended from all 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 or the breed. Written charges with specifications must be filed in duplicate with the Corresponding Secretary together with a deposit of $25 that shall be forfeited if such charges are not sustained by the board or a committee 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, 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 or the breed. If the board considers that the charges do not allege conduct that would be prejudicial to the best interests of the club or of the breed, it may refuse to entertain jurisdiction. If the board entertains jurisdiction of the charges, it shall fix a date of a hearing by the board or a committee of not less than three members of the board, not less than three weeks nor more than six weeks thereafter. The Corresponding Secretary shall promptly send one 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/her own defense and bring witnesses if he/she wishes. SECTION 3. Board Hearing. The board or board 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 board committee may by a majority vote of those present reprimand (a written reprimand directed exclusively to the member may be somewhat detailed but an official (published) reprimand should only indicate that subsequent to a board hearing "... member (X) was officially reprimanded as a result of charges filed by member (Y)") 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. 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/her fellow members at the ensuing club meeting, which considers the recommendation of the board or board committee. Immediately after the board or board committee has reached a decision, its findings shall be put in written form and filed with the Recording Secretary. The Corresponding 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 board committee as provided in Section 3 of this Article. The defendant shall have the privilege of appearing in his/her own behalf, though no evidence shall be taken at this meeting. The President shall read the charges and the findings and recommendations, and shall invite the defendant, if present, to speak in his/her own behalf. The members shall then vote by secret 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 bylaws and/or to the standard for the breed may be proposed by the board of directors or by written petition addressed to the Corresponding 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 Corresponding Secretary for a vote within three months of the date when the Corresponding Secretary received the petition. SECTION 2. The constitution and bylaws and/or the standard for the breed may be amended at any time, provided a copy of the proposed amendment has been mailed by the Corresponding Secretary to each member in good standing on the date of 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(d) shall be followed in handling such ballots, to assure 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 Corresponding Secretary to be counted. The favorable vote of 2/3 of the members in good standing who return valid ballots within the time limit shall be required to effect any such amendment. Once the votes are counted and the outcome is final, the Corresponding Secretary will mail the votes to the Recording Secretary for record keeping. SECTION 3. No amendment to the constitution and bylaws and/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. 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 one or more charitable organizations 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 the last meeting Report of the President Report of the Recording Secretary Report of the Corresponding Secretary Report of the Treasurer Reports of the 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 the last meeting Report of the Recording Secretary Report of the Corresponding Secretary Report of the Treasurer Reports of the committees Unfinished business Election of new members 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.