CONSTITUTION AND BY-LAWS
(Last Revised November 15, 2004; Effective January 1, 2005)
CONSTITUTION
ARTICLE I
Name and Objective
SECTION 1. The name of the Club shall be Potomac Valley Shetland Sheepdog Club, Inc..
SECTION 2. The objectives of the Club shall be:
a) to do all possible to bring the natural qualities of Shetland Sheepdogs to perfection;
b) 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 Shetland Sheepdogs shall
be judged;
c) to do all in its power to protect and advance the interest of Shetland Sheepdogs and to
encourage sportsmanlike competition at dog shows and performance events;
d) to conduct sanctioned matches, dog shows and performance events under the rules of the
American Kennel Club;
e) to provide an educational forum for the advancement of knowledge in all aspects pertaining
to the Shetland Sheepdog.
SECTION 3. The Club shall not be conducted or operated for profit and no part of any profit
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
By-Laws as may be required to carry out these objectives.
BY-LAWS
ARTICLE I
Membership
SECTION 1. Eligibility - There shall be one type of membership open to all persons 18 years
of age and older (or persons under the age of 18 if they actively participate in dog performance
events) who are in good standing with the American Kennel Club, who subscribe to the
purposes of this Club and who can and will attend regular scheduled meetings and/or
participate in Club activities as listed with the application.
While membership is to be unrestricted as to residence, the Club's primary purpose is to be
representative of the breeders and exhibitors in its immediate area.
SECTION 2. Dues - Membership dues shall not exceed $50.00 per person annually. Dues shall
be determined by a two-thirds vote of members present at the Club Annual Meeting, payable
on or before the first day of January of each fiscal year. In determining dues, the membership
may provide discounts for members residing at the same address and receiving single copies
of notices and other Club literature.
No member may vote whose dues are not paid for the current year. New members, having paid
their first annual dues and voted into membership after September 1st, in any year, will be
credited as having paid their dues to December 31st of the following year. During the month
of November, the Treasurer shall have printed in the Newsletter a reminder for members to
pay their dues for the ensuing year. During the month of February, the Treasurer shall send
a notice to all members whose dues are not paid. Any member whose dues remain unpaid by
March 31st shall automatically be dropped from membership.
SECTION 3. Election to Membership - Each applicant for membership shall apply on a form,
as approved by the Board of Directors, which shall provide that the applicant agrees to abide
by this Clubs Constitution and By-laws, by the Ethical Guidelines of the Club, and by the rules
of the American Kennel Club. The application shall state the name and address of the applicant
and it shall carry the endorsement of two members, together with a statement of reasons for
sponsorship.
All applications for membership are to be filed with the Vice President, who is also the
Membership Chairperson, and each application is to be read and voted upon at the first Board
meeting following the receipt of the application. The applicant must attend two regular
meetings of the Club, or assist in two Club activities, or attend one meeting and assist in one
Club activity within six months either preceding or following the approval of the submission
of the official application. The six month evaluation period is designated to allow the applicant
to complete membership application requirements and to allow current members to get to
know the applicant. If at the time of approval of the official application the required six month
evaluation period has been met, the applicant shall be eligible for immediate voting into
membership. If none or only a portion of the evaluation period has been met at the time of
approval of the official application, the balance of the six months shall be completed following
submission and approval of the official application before voting may take place. An applicant
shall be received into membership with affirmative votes of 75% of the members present at
the meeting with a quorum of 20% of the members. Applicants are not required to attend the
meeting at which their election is to take place. Family participation is encouraged. Individuals
residing at the same household may file on one application, but each such applicant, if
favorably voted upon by the Board, shall be deemed an individual pending member. The names
of the applicants favorably voted upon by the Board will be printed in the Clubs newsletter as
pending members (subject to the vote of the membership) who will start to receive the
newsletter, but not be entitled to vote.
Applicant's dues are payable upon receipt of the application. Dues are not refundable except
by the approval of the Board based upon a written refund request by the applicant.
Applicants for membership who have been rejected by the Club may not reapply until six
months after such rejection. The six month period begins from the date after the day the
application is rejected.
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 Recording Secretary. Dues obligations are considered a debt to the Club and they
become incurred on the first day of each fiscal year and no subsequent resignation will relieve
such individual of any such obligation.
b) by lapsing. A membership will be considered as lapsed and automatically terminated if such
member's dues remain unpaid as of March 31. However upon written request, the Board may
grant up to 90 days of grace period. Upon written request from a delinquent member the
membership may approve reinstatement in meritorious cases at the next regularly scheduled
Club meeting after receipt of written request. Reinstatement shall include payment of back dues
(and late charges of $5.00). In no case may a person be entitled to vote at any Club meeting
whose dues are unpaid and overdue as of the date of that Meeting.
Members who have resigned or whose membership has lapsed may reapply at any time after
the grace period; and if approved by the Board, the Board will submit to the membership after
an appropriate evaluation time the re-applicant's information so that the members can vote to
reinstate the member. A re-applicant shall be received into membership with affirmative votes
of 75% of the members present at the meeting with a quorum of 20% of the members. Reapplicants
are not required to attend the meeting at which their election is to take place.
c) by expulsion. A membership may be terminated by expulsion as provided in Article VI of
these By-Laws.
d) by suspension of AKC privileges. The membership of any member who is suspended from,
or loses, the privileges of the American Kennel Club will be terminated automatically.
e) by conviction of civil charges. The membership of any member who is convicted by civil
judicial process of charges of animal abuse, neglect or any other charge involving unlawful
activities connected with the ownership, sale, transfer or transportation of dogs shall be
terminated automatically.
Membership will not be automatically reinstated upon AKC reinstatement or successful appeal,
or successful appeal of civil charges. Persons affected must reapply for membership in the
normal manner after successful AKC or civil appeal, and must supply the Board of Directors
with copies of the reinstatement and/or civil settlement.
ARTICLE II
Meetings and Voting
SECTION 1. Club Meetings - Meetings of the Club shall be held within a 25 mile radius of
Alexandria, Virginia every month, except July, December and the month(s) of the Club's
Specialty Show(s) at such day, hour and place as may be voted by the membership.
Written notice of each meeting date and program will be mailed, by the Corresponding
Secretary, or printed in the Newsletter, at least 10 days prior to the date of the meeting.
The quorum at such a meeting shall be 20% of the members.
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 any regular or special
meeting of the Board, and shall be called by the Recording Secretary upon receipt of a petition
signed by any five members of the Club who are in good standing. Such special meetings shall
be held within the greater Washington, D.C. area at such place, date and hour as may be
designated by the person or persons authorized herein to call such meetings. Written notice of
such a meeting shall be mailed by the Corresponding Secretary at least 10 days and not more
than 30 days prior to the date of the meeting, and said notice shall state the purpose of the
meeting, and no other Club business may be transacted at that meeting. The quorum for such
a meeting shall be 20% of the members in good standing.
SECTION 3. Board Meetings - Meetings of the Board of Directors shall be held within the
greater Washington, DC area at such hour and place as may be recommended by the President
and approved by the Board. Written notice of each such meeting shall be mailed, or E-mailed,
by the Corresponding Secretary, or President, at least five days prior to the date of the meeting.
The quorum for such a meeting shall be a majority of the Board. A majority of the directors
present at any meeting at which there is a quorum shall be empowered to act for the Board of
Directors, except as may be otherwise specifically provided by statute or by Certificate of
Incorporation. The Board of Directors may conduct its business by mail, FAX, telephone
conference call, or by E-mail, except as may be specifically prohibited by statute or by
Certificate of Incorporation.
SECTION 4. Special Board Meetings - Special meetings of the Board may be called by the
President or shall be called by the Recording Secretary upon receipt of a written request signed
by at least three members of the Board. Such special meetings shall be held within the greater
Washington, D.C. area at such place, date, and hour as may be designated by the person
authorized herein to call such a meeting. Written notice of such meeting shall be mailed by the
Corresponding Secretary at least five days and not more than ten days prior to the date of the
meeting. Any such notice shall state the purpose of the meeting and no other business may be
transacted at that meeting. A quorum for such a meeting shall be a majority of the Board. A
majority of the directors present at any meeting at which there is a quorum shall be the act of
the Board of Directors, except as may be otherwise specifically provided by statute or by
Certificate of Incorporation.
SECTION 5. Voting - Each individual member in good standing over 18 years of age (or
persons under the age of 18 if they actively participate in dog performance events), whose dues
are paid for the current year shall be entitled to one vote at any meeting of the Club at which
he/she 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 President, Vice
President, Recording Secretary, Corresponding Secretary, Treasurer, and four other persons
all of whom are in good standing and all of whom shall be elected for one year terms at the
Club's Annual Meeting as provided in Article IV and shall serve until their successors take
office. General management of the Club's affairs shall be entrusted to the Board of Directors.
The Treasurer shall prepare and submit an annual budget for the next year for approval by the
incumbent Board of Directors in time to be printed in the October Newsletter or be mailed
or e-mailed to each member. The Annual Budget may contain a line item for donations
consistent with the club’s objectives. The Annual Budget would serve as a non-binding
financial management guideline for the newly elected Board of Directors.
SECTION 2. Officers - The Club's officers, consisting of the President, Vice President,
Recording Secretary, Corresponding Secretary and Treasurer, shall be elected from the
membership and serve in their respective capacities both with regard to the Club and its
meetings and the Board and its meetings. An Assistant Secretary shall, after an initial election
by the Board of Directors, perform the duties assigned; but, the position is not a voting
member of the Board of Directors. Once elected, the person shall serve on a permanent basis
unless voted out of office by the Board of Directors, or vacated by resignation, in which case
the Board of Directors shall elect a replacement.
a) The President shall preside at all meetings of the Club and of the Board and shall have the
duties and powers normally appurtenant to the office of President in addition to those
particularly specified in these By-Laws.
b) The Vice President shall be the Membership Chairperson, and have the duties and exercise
the power 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 of the Board and
of all matters of which a record shall be ordered by the Club. He or she shall, in coordination
with the Treasurer and Vice President, keep and publish a roll of the members of the Club with
their addresses and carry out such other duties as are prescribed in these By-Laws.
d) The Corresponding Secretary shall have charge of the correspondence, notify members of
meetings and notify officers and Board members of regular and special Board Meetings. He or
she shall also aid the Recording Secretary in any other way. The Corresponding Secretary shall
act as the Recording Secretary in his or her absence or incapacity.
e) The Assistant Secretary shall be the registered point of contact of the Club with the Secretary
of the State of Virginia for corporate matters; and as such, provide his or her current Virginia
address to the State Corporation Commission when requested. He or she shall promptly
forward all correspondence to the President.
f) The Treasurer shall collect and receive all monies due or belonging to the Club. He or she
shall promptly deposit the same in an account of the Club at a bank designated by the Board.
His or her books shall be at all times open to inspection of the Board and he or she shall report
to them at every meeting the condition of the Club's finances; and at the Annual Meeting he
or she shall render an account of all monies received and expended during the previous fiscal
year. Said account may be audited by a committee appointed at the discretion of the Board at
the meeting preceding the Annual Meeting (See Article V, Section 3). The Treasurer shall
prepare and submit an annual budget for the next year for approval by the incumbent Board
of Directors in time to be printed in the October Newsletter or be mailed or e-mailed to each
member. The Treasurer may be bonded in such amount as the Board of Directors shall
determine. If the Treasurer is incapacitated, the President, with the majority approval of the
Board, shall immediately designate a member to fill the position and perform all the functions
of the Treasurer until the Treasurer can resume his or her duties.
SECTION 3. Vacancies - Any vacancies occurring on the Board during the year shall be filled
from the membership until the next annual election 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 President shall
be filled automatically by the Vice President, and the resulting vacancy in the Office of Vice
President shall be selected by the Board.
ARTICLE IV
The Club Year, Annual Meeting, Elections
SECTION 1. Club Year - The Club's official and fiscal year shall begin on the first day of
January and end on the 31st day of December.
SECTION 2. Annual Meeting - The quorum at such a meeting shall be 20% of the members.
The Annual Meeting shall be held in the month of November at which Officers and Directors
for the ensuing year shall be elected by secret, written ballot from among those nominated
either in accordance with Section 4 of this Article or the outgoing President (presiding officer)
may entertain a motion to accept the slate of Officers and Directors. They shall take office on
January 1st. Each retiring officer shall turn over to his or her successor in office all properties
and records relating to that office within 30 days after the election, except that the retiring
Treasurer shall immediately transfer all financial records to an audit committee, when appointed
by the Board, which shall complete its audit on or before the first day of February and transfer
appropriate records to the newly elected Treasurer.
SECTION 3. Elections - The nominated candidate receiving the greatest number of votes for
each office shall be declared elected. The four nominated candidates for other positions on the
Board who receive the greatest number of votes for such positions shall be declared elected
as Directors. The order of election is President, Vice President, Recording Secretary,
Corresponding Secretary, Treasurer and lastly, Directors.
Absentee balloting privileges for the Annual Meeting will be extended to all members in good
standing who:
a) have been members for the entire preceding fiscal year and have attended at least four of the
regular meetings during that fiscal year, or
b) have become members after the preceding Annual Meeting, but not after the June regular
meeting, and have attended at least 50% of the scheduled regular meetings.
Absentee balloting privileges will not be extended to members who have joined the Club after
June 30th of any given year.
All requests for absentee ballots shall be written and forwarded to the Recording Secretary no
later than three weeks prior to the Annual Meeting. Within 48 hours of receipt of the request,
the Recording Secretary will verify attendance requirements as outlined in "a" and "b" above,
return an absentee ballot, an envelope stamped "OFFICIAL BALLOT", a stamped
self-addressed return envelope, and a letter of explanation. The members will be instructed to
return the ballot by mail no later than 12 midnight the Wednesday prior to the Annual Meeting.
The Recording Secretary, upon receipt of the ballot, will only verify that the member has voted
and is further restricted from voting at the Annual Meeting. The Recording Secretary has the
responsibility of placing the unopened ballot in the ballot box at the Annual Meeting.
In the case of a contested election, a Committee of Tellers will be recommended, contacted,
and upon consent will be approved by the Board at the next Board meeting. This committee
will consist of three members in good standing who neither hold nor are nominated for Board
positions. The Board may also choose alternate tellers who would serve if one or more of the
tellers could not attend the Annual Meeting.
SECTION 4. Nominations - No person may be a candidate in a Club election who has not
been nominated. Any member in good standing is eligible for nomination and election to any
position except that an individual completing one full term as President may only succeed the
office of President for one more following term. Thus, a President may only have two
successive years in office at one time, but may succeed to the office of President as a result of
a vacancy in the office. During the month of June, the President shall recommend, and the
Board approve, a Nominating Committee consisting of three members and one alternate, not
more than one of whom shall be a member of the Board. The Recording Secretary shall
immediately notify the Committee Members and Alternate of their selection. The President
shall name a chairman of the Committee and it shall be his or her duty to call a committee
meeting which shall be held on or before July 15th. All proceedings of the Nominating
Committee shall be confidential.
a) The committee shall nominate one candidate for each office and four candidates for the four
other positions on the Board, and after securing the verbal consent of each person so
nominated, shall immediately report their nominations to the Recording Secretary in writing.
b) Upon receipt of the Nominating Committee's report, the Recording Secretary shall before
September 10th, notify each member in writing of the candidates so nominated.
c) Additional nominations may be made at the regular meeting next prior to the Annual
Meeting by any member in attendance, provided that the person so nominated accepts when
his/her name is proposed, and provided further that if the proposed candidate is not in
attendance at this meeting, his or her proposer shall present to the Recording Secretary a
written statement from the proposed candidate signifying his or her willingness to be a
candidate.
No person may be a candidate for more than one position. Anyone who has accepted a
nomination made by the Nomination Committee can not accept a nomination at the regular
meeting next 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. Each year the President may recommend, and the Board approve, standing
committees to advance the work of the Club in such matters as programs, education, ways and
means, property, library, trophies, hospitality, historical records, newsletter, and such other
fields which may be served by committees. The President shall, at the January Board meeting,
recommend a list of standing committee positions and candidates for such positions. Upon
consideration of the President's recommendations, the Board shall fill such committee
positions as deemed necessary. Committee actions are subject to the final authority of the
Board.
SECTION 2. The Board may each year appoint special committees to assist in managing such
functions as specialty shows, performance events, matches, and supported entries. Special
committees may also be appointed by the Board and the General Membership to aid on
particular projects. Any committee appointed to serve a particular project, and which duties
overlap Club years, shall be continued in effect unless terminated. Committee actions are
subject to the final authority of the Board.
SECTION 3. At the Board meeting preceding the Annual Meeting, the Board, at its discretion,
may appoint an audit committee to review the Treasurer's annual account. The audit committee
shall be responsible for obtaining all financial records from the retiring Treasurer. Following
election of officers at the Annual meeting, the audit committee shall complete its audit and
report to the President by the first day of February, and transfer appropriate records to the
newly elected Treasurer. A written audit report, along with any recommendations for action
arising from the audit, shall be submitted to the Board at its February meeting.
SECTION 4. Any committee appointment may be terminated by majority vote of the full
membership of the Board upon written notice to the appointee, and the Board may appoint
successors to those persons whose services have been terminated.
ARTICLE VI
Discipline
SECTION 1. Charges - 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 Recording Secretary together with a deposit
of $25.00 which shall be forfeited if such charges are not sustained by the Board following a
hearing. The Recording 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 action alleged in the charges, if proved, might constitute conduct prejudicial to the best
interests of the Club or breed. If the Board entertains jurisdiction of the charges it shall fix a
date of a hearing by the Board not less than three weeks or more than six weeks thereafter. The
Recording Secretary shall promptly send one copy of the charges to the accused member by
registered mail together with a notice of the hearing and an assurance that the defendant may
personally appear in his/her own defense and bring witnesses if he or she wishes.
In the event that charges are brought against a Board member, the membership shall elect a
five member Hearing Committee which shall follow the same procedures and accomplish the
same goals as indicated in the preceding paragraph. The functions of the Recording Secretary
shall be accomplished by a member of the Hearing Committee. Membership on the Hearing
Committee shall not include more than two members of the Board and shall not include the
Board member who has been charged.
SECTION 2. Board Hearing - The Board shall have complete authority to decide whether
counsel may attend the hearing, but both complainant and defendant shall be treated uniformly
in that regard. Should the charges be sustained, after hearing all the evidence and testimony
presented by complainant and defendant, the Board may by a majority vote of those present
suspend the defendant from all privileges of the Club for not more than six months from the
date of the hearing. And, if it deems that punishment insufficient, it may also recommend to
the membership that the penalty be expulsion. In such case, the suspension shall not restrict
the defendant's right to appear before his or her fellow members at the ensuing Club meeting
which considers the Board's recommendation. Immediately after the Board has reached a
decision, its findings shall be put in written form and filed with the Recording Secretary. The
Recording Secretary, in turn, shall notify each of the parties of the Board's decision, and
penalty, if any. In the event that charges are brought against a Board member, the Hearing
Committee described in paragraph 2 of Article VI, Section 1, shall follow those procedures and
accomplish those goals which are described as responsibilities of the Board in this Section. The
functions of the Recording Secretary shall be performed by a member of the Hearing
Committee.
SECTION 3. Expulsion - Expulsion of a member from the Club may be accomplished only
at a meeting of the Club, following the Board hearing or the Hearing Committee hearing, and
upon the recommendation of the Board or the Hearing Committee, as the case may be, as
provided in Section 2 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. The defendant shall have the privilege of appearing on his or her
own behalf, though no evidence shall be taken at this meeting. The President shall read the
charges and the Board's findings and recommendations, and invite the defendant, if present,
to speak in his or her own behalf if he or she wishes. The members shall then vote by secret
ballot on the proposed expulsion. A two-thirds 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 Recording 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 Recording Secretary for a vote within three months of
the date when the petition was received by the Recording Secretary.
SECTION 2. The Constitution and By-Laws may be amended by a two-thirds vote of the
members present at any regular or special meeting called for the purpose, with a quorum of
20% percent of the members, provided the proposed amendments have been included with
the notice of the meeting, which notice shall be given at least two weeks prior to the date of
the meeting.
ARTICLE VIII
Dissolution
SECTION 1. Dissolution - The Club may be dissolved at any time by the written consent of
not less than two-thirds vote of the members present at a special meeting called for that
purpose. In the event of the dissolution of the Club other than for purposes of reorganization,
whether voluntary or involuntary or by operation of law, none of the property of the Club nor
any proceeds thereof nor any assets of the Club shall be distributed to any members of the
Club, but after payment of the debts of the Club, its property and assets shall be given to a
charitable organization for the benefit of dogs selected by the Board of Directors.
ARTICLE IX
Order of Business
SECTION 1. At meetings of the Club, the order of business, so far as character and nature of
the meeting may permit, shall be as follows: Attendance Record by the Recording Secretary,
Corrections to and approval of the minutes of the Last Meeting, Any Reports of Officers and
Committee Chairpersons, Election of Officers and Board (at Annual Meeting), Election of
New Members, Unfinished Business, New Business, "Brag Box", Adjournment, Social Session
and Program.
SECTION 2. At meetings of the Board of Directors, the order of business, unless otherwise
directed by a majority vote of those present, shall be as follows:
Approval of Minutes of Last Board Meeting
Report of Secretary
Report of Treasurer
Report of Committees
Unfinished Business
Reading of New Member Applications
New Business
Adjournment
SECTION 3. The rules contained in Webster's New World, Robert's Rules of Order Simplified
and Applied, Second Edition, copyright 2001 (or a more recent edition), shall govern the club in
all cases to which they are applicable, and in which they are not inconsistent with the
Constitution and By-Laws of the club.
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