English Shepherd Club Constitution & Bylaws

Effective December 15, 2003
Revised December 6, 2016

ENGLISH SHEPHERD CLUB – CONSTITUTION

ARTICLE I: Name and Objectives

Section 1
The name of the Organization shall be the “English Shepherd Club, Inc.” an Oregon Corporation, hereinafter called the Club.

Section 2
The objectives of the Organization shall be:

a. To preserve, support, and promote the English Shepherd Breed and its natural working instincts.
b. To provide information and recommendations for the prospective owner, current owners, and breeders of the English Shepherd.
c. To support a reliable Breed Registry of the English Shepherd.
d. To provide a venue for owners and breeders to exchange information.
e. To promote English Shepherd Rescue.
f. To encourage local English Shepherd activities and education programs.

Section 3
The Club shall not be conducted or operated for profit and no part of any profits or remainder of 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.

ENGLISH SHEPHERD CLUB – BYLAWS

ARTICLE I: Membership

Section 1: Eligibility
Individual membership shall be open to all persons who subscribe to the objectives of this Club, except any person or household who has a household member who is currently suspended or has been expelled under Article VIII: Discipline.

Annual membership is available as a household membership. This membership shall be given all rights and privileges as stated in the Bylaws and allowed one (1) vote.

Section 2: Dues
Membership dues may be changed from time to time at the discretion of the Board of Directors.  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. Members shall be alerted to expiration of membership as set forth in the most current Administrative Procedures Manual (APM).

Section 3: Membership
Each applicant for membership shall apply on a form approved by the Board of Directors which shall provide that the applicant agrees to support the Constitution and Bylaws of the Club. In addition, the prospective member shall affirm that he is not currently suspended from any Kennel or Breed Club, that he has not been charged and found guilty, pleaded no contest, or paid a fine due to any government agency’s or humane society’s charges of animal mistreatment or neglect. The prospective member shall submit dues payment for the current year.

Section 4: Termination of Membership
Memberships may be terminated, with no fees or monies refunded, in the following ways:

a. by resignation.
b. by lapsing. A membership will be considered as lapsed and automatically terminated if member’s dues are unpaid the first day of the fiscal year. In no case may a person be entitled to vote whose dues are unpaid.
c. pursuant to Article VIII of these bylaws

Section 5: Reinstatement of Membership
In the case of members with tardy dues payments, membership may be reinstated by payment of all dues in arrears, except for those members who have been expelled or suspended. Previously suspended members must pay the current year’s dues at the end of any suspension to be reinstated. Alternatively, former members can reapply as new members by submitting a new application and paying dues for the current year.

ARTICLE II: Meetings

Section 1: Annual Club Meeting
The annual membership meeting shall be held remotely at a date and time designated by the Board of Directors at the first regular Board meeting following the election of new officers and directors.

Section 2: Special Club Meetings
Special Meetings may be called by the President, by a majority vote of the Board of Directors, or by special petition presented to the President, signed by 20% of members of the Club who are in good standing. Such Meetings shall be held remotely at a date and hour as may be designated by the Board of Directors. A Meeting notice shall be in the Club Publication to arrive at least thirty (30) days prior to the Meeting. The notice of the Meeting shall state the purpose of the Meeting, and no other business may be transacted.

Section 3: Board Meetings
One Business Meeting of the Board is required each year and shall be called by the President, to be held within a reasonable time (not to exceed Sixty (60) days) following the election of the new Board. Other meetings of the Board of Directors shall be held at such times and places as are designated by the President or by a majority vote of the entire Board. The quorum for a Board Meeting shall be a majority of the Board. In addition to meetings, any Board member may submit a subject for discussion or vote at any time to expedite Club business. The Board of Directors shall designate the appropriate procedures.

Section 4
The Board of Directors may conduct its business as set out in the current Administrative Procedure Manual (APM). All votes must be documented in minutes of regular or special board meetings.

ARTICLE III: Directors and Officers

Section 1: Board of Directors
The Board shall be comprised of the President, Vice President, Treasurer, Secretary, Editor and three (3) At Large Director positions. Four (4) At Large Directors shall be elected by clubwide vote. The Board of Directors shall then elect one of the At Large Directors to serve as Vice President. All notices, announcements and general communication from the Board to the members shall be by the regular Club Publication, published at least quarterly.
No two members of the same household shall serve on the Board of Directors at the same time. All Directors shall be members in good standing. The general management of the Clubs affairs shall be entrusted to the Board of Directors. All members of the Board of Directors shall be elected for a two year term. Terms shall be staggered so that the President, Editor and two At Large Directors shall be elected in one year and the Treasurer, Secretary and two At Large Director shall be elected the following year. The Club’s Officer/Directors shall fulfill their positions as described in Section 2 of this Article, until their successors are elected.

Section 2: Officers
The Club’s Officers, consisting of the President, Vice President, Secretary, Treasurer, and Editor shall serve In their respective capacities. The Board of Directors shall determine the need to bond individuals handling monies.

a. President. The President shall preside at all meetings of the Club and of the Board, and shall have the duties and powers normally assigned to the office of President in addition to those particularly specified in these Bylaws.
b. Vice President. The Vice President shall fulfill the duties and responsibilities of the President in his or her absence, and shall assist in the performance of such duties as delegated by the President.
c. Secretary. The Secretary shall have the duties and powers normally assigned to the office of Secretary and carry out such other duties as are prescribed in the Administrative Procedure Manual.
d. The Treasurer shall have the duties and powers normally assigned to the office of
Treasurer and carry out such other duties as are prescribed in the Administrative Procedure Manual.
e. The Editor shall carry out such duties as are prescribed in the Administrative Procedure Manual.

Section 3: Vacancies
Any vacancy occurring on the Board of Directors during a term of office shall be filled until the next election by a majority vote of all the then members of the Board. If a Board member, including Officers, does not attend two successive meetings, fails to perform his job in a timely manner, or fails to respond to three successive notifications regarding Board matters, the Board may declare the position vacant by majority vote of the members in attendance.

ARTICLE IV: The Year, Voting, Nominations, Elections

Section 1: Club Year
The Club’s fiscal year shall begin on the first day of January and end on the last day of December.
The Club’s official year shall be the same as the fiscal year. The elected Officers and Directors shall take office on the first day of January following the election, and each retiring officer shall turn over to his successor in office all properties and records relating to that office within thirty (30) days after the election.

Section 2: Voting
At the Annual Meeting or at a Special Meeting of the Club, voting shall be limited to those members in good standing who are present at the meeting.
The election of President, Secretary, Treasurer, Editor and At Large Directors, amendments to the Constitution and Bylaws, and to the Standard for the Breed, shall only be decided by ballot sent to all members. The office of Vice President shall be filled by election of an At Large Director to fill that position by the Board of Directors. Voting by proxy shall not be permitted.

Section 3: Election of Officers and Directors
The election of President, Secretary, Treasurer, Editor and Directors shall be conducted by ballot provided to all members not less than fourteen (14) days before the published closing date. Ballots, to be valid, must be received by the Secretary by the published closing date.

The nominated candidate for each office receiving the greatest number of votes shall be declared elected. In the event of a tie vote the current Board will select the candidate by a majority vote of the Board. If any nominee 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 3.

Section 4: Nominations and Ballots

a. Nominations for any office by any eligible member may be made by written petition or email addressed to the Secretary and delivered on or before July 1, signed by one eligible member and accompanied by the written acceptance of each nominee signifying his willingness to be a candidate. A written statement of the candidate’s qualifications, not to exceed two hundred and fifty (250) words (provided by the candidate), should be included for publication. Nominating oneself is acceptable and each candidate must have the willingness and desire to fulfill his respective office.

b. The Secretary shall include with the fall Club Publication a listing of the nominees for each position in alphabetical order. The method of voting shall be determined by to Article IV, Sections 2 and 3. Ballots shall be kept for six (6) months. The Secretary shall apprise the Board of the vote within seven (7) days of the ballot count. An announcement of the winners shall be made in the next Club publication.

c. Nominations shall not be made in any manner other than as provided above.

ARTICLE V: The Registry
The Board of Directors may elect to establish and maintain a Registry of the English Shepherd. The Registry shall be a protected document, with the original being maintained by the Registrar of the Club, and a second copy maintained in a depository chosen by the Board of Directors. The Board of Directors shall approve and implement all policies, fees, and procedures pertaining to registration of the English Shepherd. Policies and Procedures shall be kept in a Registry Standard Operating Procedures Manual (RSOP). As an alternative, the Board may select and/or contract with an outside registry to provide such services.

ARTICLE VI: Breed Standard
The Club shall establish a Breed Standard for the English Shepherd. The Breed Standard will be published on the Club website and in selected Club publications. Changes to the Breed Standard must be voted on by the membership pursuant to Article IV, Section 2 and Article IX.

ARTICLE VII: Committees
Section 1: Standing Committees
The Board may each year appoint standing Committees to advance the work of the Club in such matters 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. All Committees shall include one member from the Board of Directors.

Section 2: Committee Appointments and Successors
Any Committee appointment may be terminated by a majority vote of the Board upon written notice to the appointees and the Board may appoint successors to those persons whose service has been terminated. In any case, all Committees and their members are automatically terminated at the end of the President’s term.

ARTICLE VIII: Discipline

Section 1: Suspension by Another Kennel Club
Any member who is suspended from the privileges of another Kennel Club shall automatically be suspended from the privileges of this Club for a like period.

Section 2: Mistreatment or Neglect of Animals
Any member who is charged and found guilty, pleads no contest, or pays a fine to any government agency’s or humane society’s charges of animal mistreatment or neglect shall be automatically expelled from this Club.

Section 3:
Violations of Constitution and Bylaws of the Club shall result in suspension or expulsion from the Club.

Section 4:
The Board of Directors shall determine disciplinary action for violations of the policies and procedures set forth in the APM of the Club. The APM shall provide for types of disciplinary action based upon the violation.

ARTICLE IX: Amendments
Section 1:
Amendments to the Constitution and Bylaws and the Standard for the Breed may be proposed by the Board of Directors or by written petition or email addressed to the President and signed by twenty (20) 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 in the next Club Publication or within four (4) months of the date when the petition was received by the President.

Section 2:
The Constitution and Bylaws or the Standard for the Breed may be amended at any time provided a copy of the proposed amendment has been published in the Club Publication before or simultaneously with the delivery of the ballots. A ballot with a choice for or against the action to be taken shall be indicated. Procedures described in Article IV, Section 3(b) shall be followed in handling such ballots.

The favorable vote of a majority of the members in good standing who have returned their ballots on time shall be required to effect any such amendment or change to the Standard.

ARTICLE X: Dissolution
The Club may be dissolved at any time by the written consent of not less than a majority of the voting members. In the event of the dissolution of the Club other than for purposes of reorganization, whether voluntary, involuntary or by law, none of the property of the Club, nor any proceeds thereof, nor any assets of the Club may be distributed to any members of the Club, but, after payment of debts of the Club, its property shall be sold to the highest bidder and assets shall be given to a charitable organization for the benefit of dogs which has been selected by the Board of Directors.

ARTICLE XI: 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:
• Call to Order
• Roll Call
• Minutes of last meeting
• Report of President
• Report of Secretary
• Report of Treasurer
• Report of Committees
• Unfinished business
• New business
• Adjournment

Section 2
At Meetings of the Board, the order of business, unless otherwise directed by a majority vote of those present, shall be as follows:
• Call to Order
• Roll Call
• Reading of minutes of last meeting
• Report of President
• Report of Secretary
• Report of Treasurer
• Report of Committees
• Unfinished business
• New business
• Adjournment

ARTICLE XII: Liability of Qualified Directors
The corporation adopts the provisions of ORS 65.369 providing for no civil liability of qualified directors for the performance or nonperformance of the director’s duties other than gross or intentional negligence as the statute now exists or is later amended.

ARTICLE XIII: Indemnification
The corporation adopts the provisions of ORS 65.387 to 65.414 providing for indemnification of directors, officers, employees and agents.

ARTICLE XIV: Parliamentary Authority
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.