2005 AMENDED
BY-LAWS OF THE
DOGUE DE BORDEAUX SOCIETY OF AMERICA, INC.
ARTICLE I - MEMBERSHIP
SECTION 1. ELIGIBILITY
There shall be two types of membership open to all persons 18 years of age who subscribe to the purposes of the DDBSA, the Code of Ethics, and who are in good standing with The American Kennel Club. The memberships are as follows:
- Individual. Enjoys all club privileges including the right to vote and hold office.
- Household. Open to two persons 18 years of age and older who reside in the same household, each enjoying all the privileges of the club, including each having one vote. Only one household member may hold office at a time.
SECTION 2. DUES
The amount of the dues of each membership category shall be determined by a majority decision of the full membership and the Board of Directors prior to March 1st of each year in order to take effect the following January 1st. In any year when the Board has not acted by March 1st to change the amount, the dues for the current year shall continue in effect for the ensuing year.
Dues are payable per year on or before January 1st of each year. No member whose dues are unpaid for the current year may vote. The Recording Secretary shall send to each member a statement of dues for the ensuing year during the month of October. Dues shall not exceed $50.00 for individual applications and $65.00 for household applications.
SECTION 3. MEMBERSHIP APPLICATION
Each applicant for membership shall apply on a form approved by the Board of Directors which shall provide that the applicant agrees to abide by the Constitution, By-Laws, Code of Ethics, and the Rules of The American Kennel Club.
The application shall state the name, address, and phone number of the applicant and shall be submitted to the Board through the Recording Secretary for approval. The Board will then approve each applicant via secret ballot by mail or by facsimile to the Recording Secretary. Accompanying the membership application and signed Code of Ethics, the prospective member shall submit dues payable for the current year.
Affirmative votes of 2/3 of the Board of Directors voting by private email shall be required to approve an applicant. An application which has received a negative vote by the Board may be presented by that individual at the next annual meeting of the club and the members may approve such applicant by secret ballot and favorable vote by 75% of the members present. Applicants for membership who have been rejected by the club may not reapply before the following annual meeting after such rejection.
SECTION 4. TERMINATION OF MEMBERSHIP
Members may be terminated:
A. By Resignation. Any member in good standing may resign from the club upon written notice to the Recording 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 member shall be considered as lapsed and automatically terminated if such member’s dues remain unpaid 30 days; however the Board may grant an additional 30 day grace period in meritorious cases. In no case may a person whose dues are unpaid vote.
C. By Expulsion. A member may be terminated by expulsion as provided in Article VI, Section 4 of these By-Laws.
ARTICLE II - MEETINGS
SECTION 1. ANNUAL MEETING
The annual meeting of the club shall be in the month designated in conjunction with the annual national specialty show at a time, date and place designated by the Board of Directors. A quorum for the meeting shall be no less than 10% of members in good standing. The notice of the meeting shall be sent at least 30 days prior to the date of the meeting.
SECTION 2. SPECIAL CLUB MEETINGS
Special meetings may be called by the President or by a majority vote of the Board and shall be called by the Corresponding Secretary upon receipt of a petition signed by 10% of the club members in good standing. Such meetings shall be at a time, date, and place designated by the Board. Written notice of such meetings shall be mailed by the Corresponding Secretary at least 14 days prior to but 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. A quorum for the meeting shall be no less than 10% of members in good standing.
SECTION 3. BOARD MEETINGS
The first meeting of the Board shall be held immediately following the annual meeting. Other meetings shall be at a time, date, and place designated by the President or a majority vote of the entire Board. Written notice of the meeting will be given by the Corresponding Secretary to each member at least 30 days prior to the meeting. The quorum for the Board meeting shall be a majority of the Board.
SECTION 4.
The Board of Directors may conduct its business by telephone conference call, mail, fax, and email through the Recording Secretary provided it does not conflict with any other provisions of these By-Laws. Items voted upon by telephone conference call, mail, fax and email must be confirmed by the Recording Secretary in writing within 7 days.
SECTION 5.
Meetings: Meetings are defined as gatherings where attendees see and/or hear each other. This includes meeting (in person) “physically” in the same room or conducting a meeting by video conference or teleconference.
Business (voting): Business (voting) can be conducted at meetings or through mail, fax or email. In order for business to be conducted by email:
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 all eligible Board members;
3. A mechanism must be in place to verify that the eligible Board members are “listening”.
4. All Board members must agree to participate in this manner.
ARTICLE III - DIRECTORS AND OFFICERS
SECTION 1. BOARD OF DIRECTORS
The Board shall be comprised of the President, Vice President, Corresponding Secretary, Recording Secretary, Treasurer, AKC Delegate, Director Place One, Director Place Two, Director Place Three, Director Place Four, Director Place Five. All of whom shall be members in good standing and who are residents of the United States. The Board of Directors shall be elected to serve 2 year terms at the DDBSA Annual Meeting as provided in ARTICLE IV and shall serve until their successors are elected. No person shall serve more than two consecutive 2 year terms in the office of President. General management of the DDBSA affairs shall be entrusted to the Board of Directors.
The President, Vice President, Director Two, Director Four and AKC Delegate shall be elected in alternate years which end in even numbers.
Recording Secretary, Corresponding Secretary, Treasurer, Director One, Director Three, and Director Five shall be elected in alternate years which end in odd numbers.
SECTION 2. ELIGIBILITY
No person may be elected to the Board of Directors or Delegate to The American Kennel Club who has not been a member of the DDBSA in good standing for at least three years. Only one person from an individual household may be nominated to serve on the Board of Directors at any one time. Board members shall be residents of the United States of America. No person shall hold more than one position at any one time on the Board of Directors.
SECTION 3. OFFICERS
The club's Officers consisting of the President, Vice President, Recording Secretary, Corresponding Secretary, and Treasurer shall serve in their respective capacities both with regard to the club and its meeting and the Board and its meetings.
a) The PRESIDENT shall preside at all meetings of the DDBSA and shall have the duties and powers appurtenant to the office of President in addition to those particularly specified in these By-Laws.
b) The VICE-PRESIDENT shall in order of office, 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 DDBSA, of the Board, of all votes taken by mail, and of all matters which a record shall be ordered by the DDBSA. The Recording Secretary shall also keep a roll of the members of the DDBSA and their addresses and carry out other duties as are specified in these By-Laws.
d) The CORRESPONDING SECRETARY shall have charge of the correspondence, notifying members of meetings, notifying new members of their election to membership, and notifying Officers and Directors of their election to office.
e) The TREASURER shall collect and receive all monies due or belonging to the DDBSA. She/He shall deposit same in a bank approved by the Board in the name of the DDBSA. Her/His books shall at all times be open to the inspection of the Board and he/she shall report to the membership at every meeting the condition of the DDBSA’ finances and every item of receipt or payment not before reported. At the Annual Meeting he/she shall render an account of all monies received and expended during the previous year. His/Her report of the previous year shall also be published in the February issue of the Club Newsletter.
f) The AKC DELEGATE is an elected position for a term of 2 years. Among other duties, the Delegate shall report to the Club all actions and matters discussed at the AKC’s Quarterly Meetings.
SECTION 4. VACANCIES
Any vacancy on the Board or among the officers during the term of office shall be filled until the next regular election by a majority vote of all the members of the Board; except that a vacancy in the office of President shall be filled by the Vice President and the resulting vacancy in the office of Vice President shall be filled by the Board.
ARTICLE IV - CLUB YEAR. VOTING, NOMINATIONS, ELECTIONS
SECTION 1. CLUB YEAR
The club’s fiscal year shall begin January 1st and end December 31st. The clubs official year shall begin at the conclusion of the annual meeting and shall continue through the next annual meeting. Elected Officers shall take office on the first day of May. The results of the election may be announced at the Annual Meeting. Each retiring Officer shall turn over to his successor in office all properties and records relating to that office within 30 days after the election.
SECTION 2. VOTING
At the annual or special meetings the voting shall be limited to those members in good standing who are present at the meeting, except for the annual election of Officers, Delegates, Directors, and those having amendments to the Constitution, By-Laws or standard, which shall be decided by written ballot cast by mail. Voting by proxy shall not be permitted. The Board of Directors may decide to submit other specific questions for decision of the members by written ballot cast by mail.
SECTION 3. ELECTIONS
At the annual meeting for the election of Officers and Directors, the vote shall be by secret ballot. Ballots to be valid must be received by the Recording Secretary at least 20 days prior to the Annual Meeting. Ballots shall be counted before the meeting by 2 inspectors of election who are in good standing and are either standing Officers or candidates on the ballot and who shall be chosen in advance by the Board. Provided however that the Board may designate an independent organization to receive and count the ballots apart from the annual meeting. The person receiving the largest number of votes for each position shall be declared elected. If any nominee at any time is unable to serve for any reason, such nominee shall not be elected and the vacancy shall be filled by the Board.
SECTION 4. NOMINATIONS AND BALLOTS
No person may be a candidate in the club election who is not in good standing, is in debt to the club, or who has not been nominated in accordance with these By-Laws. A nominating committee shall be chosen by the Board at the annual meeting preceding the election year. The Committee shall consist of three members from different regions of the USA who are members in good standing no more of one of whom may be a member of the current Board. The Board shall name a chairman to the committee. The nominating committee shall conduct its business by mail.
A. The nominating committee shall report their selections to the Recording Secretary who in turn shall notify each member, in writing, on or before January 15th so that additional nominations may be made. The committee shall then submit its slate of candidates to the Recording Secretary who shall mail the list to each member including the candidates full name, state of residence, and occupation through the spring newsletter, at least 30 days prior to the date when any additional nominations must be returned, so that additional nominations may be made by the membership if they so desire.
B. Additional nominations of eligible members may be made by written petition to the Recording Secretary and received on or before February 15th. Each Petition must be signed by 5 members in good standing and accompanied by a written summary of past service to the club and the value they feel they can bring to the club. This summary will be published with the nominee list. No member may be a nominee for more than one position.
C. If one or more valid nominations are received by the Recording Secretary (or designated professional firm) on or before February 15th then the Recording Secretary (or designated firm) shall mail to each member in good standing on or before March 1st a ballot listing all of the nominees for each position in alphabetical order, together with a blank envelope to be placed inside the mailing envelope addressed to the Recording Secretary (or designated professional firm) and clearly marked "Ballot" and bearing the name of the voting member. So that ballots remain secret, each voter shall enclose his marked ballot into the blank envelope which in turn is placed in the mailing envelope and mailed to the Recording Secretary. The inspectors of the election shall check the names against the membership list of members in good standing whose dues are paid prior to removing the blank envelope with enclosed ballot, and shall certify the eligibility of the voters as well as the results to be announced at the annual meeting for elections.
D. Nominations cannot be made in any other manner than provided above.
ARTICLE V - COMMITTEES
SECTION 1.
The Board may each year appoint standing committees to advance the work of the club. 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 special projects.
SECTION 2.
Any committee appointment may be terminated by a majority vote of the entire Board upon written notice to the appointee; and the Board may appoint successors to those persons whose service has been terminated.
ARTICLE VI - DISCIPLINE
SECTION 1. 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 in good standing may refer charges against another member for alleged misconduct prejudicial to the best interests of this club or the breed. Written charges with specifications must be filed in duplicate with the Corresponding Secretary together with a deposit of $150.00 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 Board member. The Board will 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 which would be prejudicial to the best interests of the club or of the breed, it may refuse to entertain jurisdiction and the $150 will be forfeited by the member who has referred charges. If the Board does entertain jurisdiction of the charges, it shall fix a date of a hearing by the Board of not less than three members of the Board, to be held not less than 3 weeks or more than 6 weeks after the decision to have a hearing. 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 accused may personally appear or respond in writing in its own defense and bring witnesses or provide notarized witness statements if he/she so wishes.
SECTION 3. BOARD HEARING
The Board or committee shall have complete authority to decide whether counsel may attend the hearing, both defendant and complainant shall be treated equally in that regards. Should the charges be sustained after hearing all the evidence and testimony presented by all parties concerned, the Board may by a majority vote of those present reprimand or suspend the defendant from all club privileges for not more than 6 months from the date of the hearing, or until the next annual meeting if the annual meeting will occur after 6 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 fellow members at that ensuing club meeting which considers the recommendation of the Board or committee. Immediately following the Board or committee having reached a decision, its findings 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 decision and penalty, if any.
SECTION 4. EXPULSION
Expulsion of a member from the club may be accomplished only at the annual meeting following a hearing and upon the recommendation of the Board or committee as provided in Section 3 of this Article. 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 findings and recommendations, and shall invite the defendant, if present, to speak on his own behalf. The meeting shall then vote by secret ballot on the proposed expulsion. A 2/3 majority 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, By-Laws, and breed standard 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 and must be submitted to the membership with recommendations of the Board by the Corresponding Secretary for a vote within 3 months of the date when the petition was received by the Corresponding Secretary.
SECTION 2.
The Constitution, By-Laws, or breed standard 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 he may indicate his choice for or against the action to be taken. Dual envelope procedures described in Article IV Section 4(c) shall be followed in handling such ballots, to assure the secrecy of the vote. Notice with such ballot shall specify a date not less than 30 days after the date of mailing by which the ballots must be returned to the Recording 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.
{SECTION 3.
No Amendments to the Constitution, By-Laws and the standard for the breed by the Association 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 written consent of not less than 2/3 of the members in good standing. In the event of dissolution, other than for purposes of reorganization, whether voluntary or involuntary or by operation of law, none of the property nor any proceeds nor assets of the club shall be distributed to any members of the club, but after payment of the debts of the club 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 the meetings of the club, the order of business, so far as the character and nature of the meeting may permit, shall be as follows:
Roll Call
Minutes From Last Meeting
Report of President
Report of Corresponding Secretary
Report of Recording Secretary
Report of Treasurer
Reports of Committees
Election of Officers (When Applicable)
Election of New Members
Unfinished Business
New Business
Adjournment
SECTION 2.
At the meetings of the Board, the order of business, unless otherwise directed by a majority vote of those present, shall be as follows:
Reading of Last Minutes
Report of Corresponding Secretary
Report of Recording Secretary
Report of Treasurer
Reports From Committees
Unfinished Business
New Business
Adjournment
SECTION 3.
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 By-Laws and any special rules of order the club may adopt
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