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Board of Directors

Constitution and Bylaws

CONSTITUTION

ARTICLE I Name and Objects

Section 1. The name of the Club shall be Waukesha Kennel Club. Section 2. The objects of the Club shall be:

  1. To further the advancement of all breeds of purebred dogs.

  2. To do all in its power to protect and advance the interest of dog shows, obedience trials, tracking tests, and agility trials and to encourage sportsmanlike competition at such events.

  3. To conduct sanctioned matches, dog shows, obedience trials, tracking tests, agility trials and any other events for whichthe club is eligible under the rules of the American Kennel Club.

  4. To be a charitable, educational and non-profit organization.

Section 3. The Club shall not be conducted for profit and no 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.

BYLAWS

ARTICLE I Membership

Section 1. Eligibility.

There shall be two types of annual membership open to all persons eighteen years of age and older who are in good standing with the American Kennel Club and who subscribe to the purposes of this Club. Such membership is specified on the annual membership renewal forms, and membership status may be changed at the time of annual renewal. In addition, there shall be a third type of membership for persons under the age of 18. 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.

Regular Membership. Will entitle the member to participate in all club activities, have voting privileges and hold office. Associate Membership. Will entitle the member to all club privileges except voting and office holding. They are not counted in the quorum.
Junior Membership. Open to persons over 9 and under 18 years of age; cannot vote or hold office and may automatically convert to a Regular Membership upon reaching their 18th birthday. They are not counted in the quorum.

Section 2. Dues.

Membership dues shall be determined by action of the Board of Directors with the approval of 2/3 vote of the members present and voting at any regular or special meeting called for the purpose, provided that the proposed dues changes have been included in the notice of the meeting and mailed to each member at least two weeks prior to the date of the meeting. Dues are payable on or before the first day of January 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 statement of dues for the ensuing year. This notice may be sent electronically to those members authorizing it.

Section 3. Election to Membership. Each applicant for initial membership shall apply for a Regular or Junior membership on a form as approved by the Board of Directors and which shall provide that the applicant agrees to abide by this 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 carry the endorsement of three members in good standing. Accompanying the application the prospective member shall submit dues payable for the current year and the $5.00 initiation fee.

All applications are to be filed with the Secretary and each application is to be read at the first meeting of the Club following its receipt. At the next Club meeting the application will be voted upon and affirmative votes of 3/4 of the members present and voting at that meeting shall be required to elect the applicant.

Applicants for membership who have been rejected by the Club may not reapply within six months after such 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 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 60-days after the first day of the fiscal year; however, the Board may grant an additional 90-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. 1 of 5

ARTICLE II Meetings

Section 1. Club Meetings.

A minimum of six (6) regular meetings of the Club shall be held each year within Waukesha County, Wisconsin at such hour and place as designated by the Board. The quorum for such meetings shall be 20 percent 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 and voting at any regular or special meeting of the Board, or by the Secretary upon receipt of a petition signed by five members of the Club who are in good standing. Such special meetings shall be held within Waukesha County, Wisconsin and at such an hour and place as may be designated by the person or persons authorized herein to call such meetings. Notice of such meeting shall be sent by the Secretary at least 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 be transacted thereat. The quorum for such a meeting shall be fifteen percent of the membership but not less than ten members.

Section 3. Board Meetings.

A minimum of six (6) regular meetings of the Board of Directors shall be held within Waukesha County, Wisconsin on a regular basis as prescribed by the Board or at the call of the Board. Notice of each such meeting shall be sent by the Secretary at least 5 days prior to the date of the meeting. The quorum for such a meeting shall be a simple majority of the Board. Notification may be given via the club newsletter, The Barkline. Notification of meetings that are included in the club’s newsletter shall be prominently displayed on the first page and if mailed, sent via First Class Mail.


Section 4. Special Board Meetings.

Special meetings of the Board may be called by the President or by the Secretary upon receipt of a request by at least three members of the Board. Such special meetings shall be held within Waukesha County, Wisconsin and at such hour and place as may be designated by the person authorized herein to call such a meeting. Any such notice shall state the purpose of the meeting and no other business shall be transacted there at. A quorum for the meeting shall be a simple majority of the Board. Special meetings of the board may be held by telephone conference call or videoconference, as described in Wisconsin State Statutes.


Section 5. Electronic Mail.

Electronic mail may be used for notification of Club/Board meetings if member has signed an authorization to the fact.
Section 6. Voting. Each member with regular membership status in good standing whose dues are paid for the current year shall be entitled to one vote at any meeting of the Club at which the member is present. Proxy voting will not be permitted.

ARTICLE III Directors and Officers

Section 1. Board of Directors.

The Board shall be comprised of the President, Vice-President, Secretary, Treasurer, six directors and the AKC® Delegate, all of whom shall be members in good standing and eligible to vote. The immediate past President will serve as a non-voting, ex officio member of the Board for a period of one year. In addition, the show chairman may be appointed by the Board to non-voting ex officio membership on the Board.

Two officers shall be elected to two year terms at the Club’s November meeting as provided in Article IV, the President and the Vice-President being elected in even numbered years and the Secretary and Treasurer being elected in odd numbered years. Two directors shall be elected to three-year terms at the Club’s November meeting as provided in Article IV. No officer may serve for more than three consecutive terms in a specific office. No director may serve for more than two consecutive terms as a director. Any officer who has been appointed to fill a vacancy which has more than one-half of its term left must count that term as a full term and may not serve for more than three consecutive terms in a specific office. Any Director who has been appointed by the Board to fill a vacancy, which has more than one-half its term left, must count that term as a full term and may not serve more than two consecutive terms. The AKC® Delegate shall be elected to three-year terms as provided in Article IV and shall remain seated until their successor is elected and confirmed.

General management of the Club’s affairs shall be entrusted to the Board of Directors.

Any officer or Board member who is absent for more than half the meetings in a year, may, by a majority vote of the members of the Board, be removed from office. The vacancy shall be filled by a majority vote of all the then remaining members of the Board and ratified by the membership at its next regular meeting, except that a vacancy in the office of the President shall automatically be filled by the Vice-President and the resulting vacancy in the office of Vice-President shall be filled by the Board.

 

Section 2. Officers.

The Club’s officers, consisting of the President, Vice-President, Secretary and Treasurer shall serve in their respective capacities both with regard to the Club and its meetings and the Board and its 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 particularly specified in these bylaws.

(b) The Vice-President shall have the powers and exercise the duties of the President in case of the President’s death, absence or incapacity.

(c) The Secretary shall keep a record of all meetings of the Club and of the Board and of all matters of which the Club shall order a record. The Secretary shall have charge of the correspondence, notify members of the 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 these bylaws. These notifications can be performed electronically if member has signed an authorization to the fact.

(d) The Treasurer shall collect and receive all monies due or belonging to the Club and receipt thereof. Monies shall be deposited in a bank satisfactory to the board, in the name of the club. The books shall at all times be open to inspection by the board and a report shall be given at every meeting on the condition of the club’s finances and every item of receipt or payment not before reported; and at the annual meeting an accounting shall be rendered 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.

(e) The AKC® Delegate will represent the interests and concerns of the membership at AKC Delegate meetings and will serve as a liason between the club and the AKC. The delegate may be instructed to cast votes as directed by the membership. The delegate may also hold an elected position of officer or board member.

Section 3. Vacancies.

A position will be considered vacant upon receipt and acknowledgement of written notification of resignation to the club secretary. Any vacancies occurring on the Board or among the officers during the year shall be filled for the un-expired term of office by a majority vote of the 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, and ratified by the membership at its next regular meeting 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 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 1st day of January and end on the 31st day of December. The Club’s official year shall begin at the annual meeting each year and continue until the next annual meeting.


Section 2. Annual Meeting.

The annual meeting shall be held in the month of January at which the directors and officers for the ensuing year shall take office and each retiring officer shall turn over to the successor in office all properties and records relating to that office within 30 days of the date of the annual meeting.

Section 3. Elections. The election of officers and directors for the following year shall be held at the November meeting. The nominated candidate receiving the greatest number of votes for each office shall be declared elected. The nominated candidates for director positions on 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. During the month of July the Board shall select a nominating committee consisting of three members and one alternate, not more than one of who shall be a member of the Board. The Secretary shall immediately notify the committeemen and alternates of their selection. The board shall name a Chairman for the Committee and it shall be his duty to call a committee meeting, which shall be held on or before September 1st.

(a) The Committee shall nominate one candidate for each office and two candidates for the two other positions on the Board and immediately report their nominations to the Secretary in writing.
(b) Upon receipt of the Nominating Committee’s report, the Secretary shall forthwith notify each member in writing of the candidates so nominated.

(c) Any person so nominated who refuses to be a candidate for the position to which he has been nominated shall notify the Secretary in writing within 10 days of the date of the Secretary’s letter of notification.
(d) Immediately after the expiration of the period in which nominees may so decline the nomination, the Secretary shall mail to each member a notice of all such declinations, which have been received by him.
(e) Additional nominations may be made at the October meeting by any member in attendance provided that 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 Secretary a written statement from the proposed candidate signifying his willingness to be a candidate. No person may be a candidate for more than one office, and the additional nominations which are provided for herein may be made only from among those members who were not nominated by the Nominating Committee or who declined such nominations as above provided. However, no person who has declined the Committee’s nomination may be nominated at the October meeting for the same position.
(f) Nominations cannot be made at the November meeting or in any manner other than as provided in this Section 4, Article IV

ARTICLE V
Committees
Section 1.

At its first or second meeting of each official year the Board should appoint standing committees to advance the work of

the Club in such matters as dog shows, training, audit and such 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 service has been terminated.


Section 3.

Committee chairs shall turn over to the club all properties and records relating to that office within 30 days of the date of the vacating the position.

ARTICLE VI Discipline

Section 1. American Kennel Club Suspension.

Any member who is suspended from all 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 Secretary together with a deposit of $10, which shall be forfeited if the Board following a hearing does not sustain such charges. The 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. If the Board considers that 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 of a hearing by the Board not less than 3 weeks nor more than 6 weeks thereafter. The 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 own defense and bring witnesses if he wishes

Section 3. Board Hearing.

The Board shall have complete authority to decide whether counsel may attend the hearings, 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 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 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 Secretary. The 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 in his own behalf, though no evidence shall be taken at this meeting. The President shall read the charges and the Board’s findings and invite the defendant if present, to speak in his own behalf, if he wishes. The meeting shall then vote by secret written 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 bylaws may be proposed by the Board of Directors or by written petition addressed

to the Secretary signed by twenty percent 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 Secretary received the petition.


Section 2.

The constitution and bylaws may be amended by a 2/3 vote of the members present and voting at any regular or special meeting called for the purpose, provided the proposed amendments have been included in the notice of the meeting and mailed to each member at least two weeks prior to the date of the meeting. This notice may be sent electronically to those members authorizing it.

Section 3.

No amendment of the constitution and bylaws adopted by the Club shall become effective until the Board of Directors of the American Kennel Club has approved it.

ARTICLE VIII Dissolution

Section 1. Dissolution.

The Club may be dissolved at any time by the written consent of not less than 2/3 of the members. In the event of 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 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 special rules of order the Club may adopt.

ARTICLE X 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 last meeting
Report of Board
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 meeting Report of the Secretary
Report of the Treasurer
Reports of Committees

Unfinished business New business Adjournment

Constitution and Bylaws Adopted May 25, 1961 | Amended: November 30, 1961 October 27, 1966 June 13, 1968, July 10, 1975 November 11, 1975,

February 13, 1992 August 8, 2002 August 23, 2003 April 14, 2011

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