Constitution and By-Laws

English Setter Club of Phoenix, Arizona, Inc.

Constitution and By-Laws

To the articles of incorporation

(As amended – March 2011 and ratified April 4, 2011)

 Constitution

 Article I. Name and Objectives

 Section 1. Name. The name of the club shall be English Setter Club of Phoenix, Arizona, Inc., a non-profit organization.

Section 2. Objectives. The objectives of the club shall be

To encourage and promote quality in breeding of pure-bred English Setters and to do all possible to bring their natural qualities to perfection

  1. To urge members and breeders to accept the standard of the breed as approved by the American Kennel Club
  2. To do all in its power to protect and advance the interests of the breed by encouraging sportsmanlike competition at dog shows
  3. To conduct sanctioned and licensed specialty shows and trials under the rules of the American Kennel Club, and
  4. To conduct educational projects as specified by the membership.

 By-Laws

 Article I. Membership

 Section 1. Regular Members.  Regular membership is open to all persons eighteen (18) years of age and older, who are in good standing with the American Kennel Club. Two membership types are as follows:

Single membership: all persons 18 years of age and older.

  1. Family membership: Shall consist of two adults/children who are under eighteen (18), or one adult and children under eighteen. Each member 18 years and older shall be entitled to one vote.

Section 2. Junior Members. Junior memberships shall be open to all persons up to, but not including, eighteen (18) years of age, who shall have all the privileges of the club except the right to vote or hold office.

Section 3. Dues. The amount of annual membership dues for the three categories of memberships (individual, family, and Junior) shall be determined by the Board of Directors. Changes in dues must be approved by a majority of the members present and voting at any regular or special meeting called for the purpose, provided the proposed dues amounts 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. No member shall vote whose dues are not paid for the current year. Dues will be prorated on a quarterly basis for new members. In November, the treasurer shall send each member a statement of his dues for the coming year. Dues are payable on or before the first day of January and will become delinquent on March 1, after which time the non-paying member will be dropped from the club membership and shall be required to reapply.

Section 4. Election to Membership. Memberships must be made on the form provided by the club with two sponsor member signatures. Said application must be accompanied by one year’s dues as provided in Article 1, Section 3, with the applicant being present at a minimum of one previous meeting or with special consideration given by the Board of Directors. Application for membership shall be referred to the Board of Directors. Applications recommended by a majority of the Board of Directors shall then be submitted to a vote of the voting members at a regular or special meeting. A three-fourths majority of voting members present in favor of approval of any application for membership shall be required for acceptance. Applications shall be turned over to the Treasurer for recording, then returned to the Secretary for filing. When applications are rejected, the applicant shall be notified in writing, and the fees returned in full. Applicants for membership who have been rejected by the club may not reapply within six months after such rejection.

Section 5. Termination of Membership. Membership may be terminated by

Resignation in writing to the Secretary of the club

  1. Lapse of dues
  2. Expulsion as designated under Article VII of these by-laws

Section 6. Voting. Each member 18 years and older in good standing shall be entitled to a single vote.

 Article II. Meetings

Section 1. Club Meetings. Meetings of the club shall be held monthly within a 25-mile radius of Phoenix, Arizona. Meeting date and location will be determined by the Board of Directors. Notification of the location, date, and time shall be done by the Secretary or a designated representative of the Secretary at least ten (10) days prior to the date of the meeting. Where applicable, meeting announcements and minutes may be sent out electronically. The quorum for such meetings shall be twenty (20) percent of the membership in good standing.

Communication with members may be by electronic means (e.g., electronic mail, social networks, other internet modes, etc.), telephone, text messages, or by regular US mail.

Telephone conference meetings are acceptable as long as at least one participant is within a 25-mile radius of Phoenix, Arizona.

 Section 2. Special Club Meetings. Special club meetings may be called by the President, Board of Directors, or the Secretary upon receipt of a petition signed by five (5) members of the club who are in good standing. Written notice of the time and place of such meeting shall be mailed by the Secretary at least five (5) days and not more than fifteen (15) days prior to the date of the meeting. 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 twenty (20) percent of the membership in good standing.

Section 3. Board Meetings. Regular meetings of the Board of Directors shall be held prior or subsequent to the regular monthly meeting by personal attendance only. The quorum of such a meeting shall be a majority of the Board members.

Section 4. Special Board Meetings.  Special meetings of the Board of Directors may be called by the President or Secretary upon receipt of a written request signed by at least three (3) members of the Board. Such special meetings may be held by mail vote or by personal attendance at such place and hour as may be designated by the person authorized herein to call such meeting. Written notice of such meeting shall be mailed by the Secretary at least five (5) days and not more than ten (10) days prior to the date of the meeting. The notice shall state the purpose of the meeting, and no other business shall be transacted thereat. A quorum of such a meeting shall be a majority of the Board members.

 Article III. Officers and Directors

 Section 1. Officers. The Club’s officers shall consist of the following.

President

  1. Vice President
  2. Secretary
  3. Treasurer

The President shall preside at all meetings of the Club and Board and shall have the duties and powers normally appurtenant to the office of President. A President may vote only in the case of a tie. The President shall be an ex officio (by virtue of his office) member of all committees.

The Vice President shall have the powers and exercise the duties of the President in case of the President’s death, absence, or incapacity. The Vice President shall be responsible for educational programs throughout his term of office.

The Secretary shall keep a record of all the meetings of the club and Board and of all matters of which a record shall be ordered by the club. The Secretary shall keep a roll of all members of the club and their addresses, shall have charge of all correspondence, and carry out such other duties as are prescribed by the club.

The Treasurer shall receive all money due the club and keep a proper account of same, shall pay all demands when duly authorized by the club, and shall report the financial condition at each regular meeting. The records shall be audited by a qualified person, appointed by the President and approved by the Board, at least once per calendar year.

Section 2. Board of Directors. The Board of Directors shall consist of the four elected club officers, two elected directors-at-large, and the immediate past president. The immediate past president will have equal voting privileges. With the exception of the past president, the Board members shall be elected at the club’s annual meeting, and all Board members shall serve for a term of one (1) year. The general management of the club’s affairs shall be entrusted to the Board of Directors.

Section 3. Vacancies. Any vacancies occurring on the Board or among the offices during the year shall be filled 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 filled by the Board.

 Article IV. The Club Year, Annual Meetings, 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 immediately at the conclusion of the election at the annual meeting and shall continue through the election at the next annual meeting.

Section 2. Annual Meeting. The annual meeting shall be held in the month of December, at which time Directors and Officers for the ensuing year shall be elected by secret, written ballot from among those nominated in accordance with Section 4 of this article. They shall take office immediately upon the conclusion of the election, and each retiring office shall turn over to his successor in office all properties and records relating to that office within thirty days after the election.

Section 3. Elections. The nominated candidate receiving the greatest number of votes for each office shall be declared elected. All officers retain their current position until new ones are elected.

Section 4. Nominations. The Board shall appoint a nominating committee of three at the October meeting, or two meetings prior to the annual meeting. This committee shall nominate one candidate for each directorship and office to be filled, and immediately report their nominations to the Secretary.

Upon receipt of the nominating committee report, the Secretary shall forthwith notify each member in writing of the candidates so nominated, ten days prior to the December meeting.

  1. Additional nominations may be made from the floor at the November meeting by the membership.
  2. Nominations may be made by mail, such nominations to be received by the Secretary at least five days prior to the December meeting.
  3. No member may be a candidate in a club election who has not been nominated. All nominees must be members in good standing.
  4. Nominations cannot be made at the annual meeting or in any other manner other than as provided in this section.

 Article V. Committees

 Section 1.  Committees. The Board or the President may each year appoint committees as required to advance the work of the club. Such committees shall always be subject to the final authority of the Board.

 Article VI. Expenditures

 Section 1. Expenditures. All committee chairmen or any other club member appointed, elected, or assigned to any project that involves the expenditure of funds from the treasury must first present to the Board of Directors or the general membership an outline of such expenditures and receive approval from the Board or general membership.

 Article VII. Discipline

 Section 1. American Kennel Club 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 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 Secretary together with a deposit of $10.00, which shall be forfeited if such charges are not sustained by the Board following a hearing. 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 three (3) weeks nor more than six (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 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 fellow members at the ensuing club meeting which considers the Board’s recommendation. Immediately after the Board has reached a decision, its finding 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 proceeding 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 recommendations and shall 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 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 VIII. Amendments

 Section 1. Amendments. Amendments to the constitution and by-laws 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 petition was received by the Secretary.

Section 2.  Adopting Amendments. The constitution and by-laws may be amended by a two-thirds 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.

 Article IX. Dissolution

 Section 1. Dissolution.  The club may be dissolved at any time by the written consent of no less than two-thirds of the members. After payment of all debts of the club, its property and assets shall be donated to a charity selected by vote of the members.

Article X. Order of Business

 Section 1. Regular Meetings. 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

  1. Minutes of last meeting
  2. Report of President
  3. Report of Secretary
  4. Report of Treasurer
  5. Reports of committees
  6. Election of officers and Board (at annual meeting)
  7. Election of new members
  8. Unfinished business
  9. New business
  10. Adjournment

Section 2. Board of Directors Meetings. 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

  1. Report of Secretary
  2. Report of Treasurer
  3. Reports of committees
  4. Unfinished business
  5. New business
  6. Adjournment