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YORKSHIRE TERRIER CLUB OF
AMERICA, INC.
Constitution and By-Laws
As Approved By
The American Kennel Club
1969
As Amended
1972, 1994, 1995, 1999, 2001
Constitution
Name and objects
(pg 2)
Section 1
The name of the Club shall be the Yorkshire Terrier
Club of America, Inc.
Section 2
The objects of the Club shall be:
a. To encourage and promote quality
in the breeding of purebred Yorkshire Terriers and to do all possible to
bring their natural qualities to perfection.
b. To encourage the organization of
independent Yorkshire Terrier Specialty Clubs in those localities where
there are sufficient fanciers of the breed to meet the requirements of
the American Kennel Club.
c. 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 the Yorkshire Terrier shall
be judged.
d. To do all in its power to protect
and advance the interests of the breed and to encourage sportsmanlike competition
at dog shows and obedience trials.
e. To conduct sanctioned matches,
specialty shows, obedience trials and any other performance events for
which the club may be eligible under the Rules and Regulations of the American
Kennel Club.
Section 3
The Club shall not be conducted or operated for
profit and no part of any profits or remainder or residue from dues and
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
objects.
By-Laws
ARTICLE 1. Membership
Section 1
Eligibility. There shall be one
type of membership open to all persons eighteen years of age and older
who are in good standing with The American Kennel Club, who own at least
one Yorkshire Terrier at the time of application, subscribe to the purposes
of this Club, agree not to exploit their membership in the Yorkshire Terrier
Club of America, Inc. and agree to abide by and uphold the Yorkshire Terrier
Club of America, Inc.'s Code of Ethics and Code of Conduct.
(pg 3)
Section 2
Dues and Initial Fee.
a. Membership dues shall be set by
the Board on a yearly basis for all members, payable on or before the 1st
day of June of each year. No member may vote whose dues are not paid
for the current year. During the first week in May the Treasurer
shall send to each member a statement of his/her dues for the ensuing year.
b. A one time initial fee shall be
set by the Board on a yearly basis to accompany each membership application.
Section 3
Election to Membership.
Each applicant for membership shall apply on a form as approved by the
Board of Directors and which shall provide that the applicant agrees to
abide by these By-Laws, the rules of The American Kennel Club, and the
Yorkshire Terrier Club of America, Inc.'s Code of Ethics and Code of Conduct.
The application shall state the name, address and occupation of the applicant
and it shall carry the endorsement of two members in good standing who
are not related to the applicant or associated in any business venture
with him/her. The sponsors may not reside in the same residence as
the applicant, and must be from two different households. Sponsors
must have been members in good standing for at least the two (2) immediately
preceding calendar years before being eligible to sponsor new members.
Accompanying the application, the prospective member shall submit the one
time initial fee and the dues payment for the current year. Each
applicant's name shall be published in the Yorkie Express, the Club newsletter,
prior to being voted on.
All applications for membership shall be voted
on by the Board within six months after their publication in the Yorkie
Express. Applicants and their endorsers shall be provided with copies of
any negative information presented to the Board or Membership Committee
and shall be given the opportunity to respond to such information prior
to the Board's vote on his/her membership application. Applicants who are
shown to have conducted themselves in a manner contrary to The Yorkshire
Terrier Club of America, Inc.'s Code of Ethics may be declined for membership.
Applicants may be elected by secret ballot at any meeting of the Board
of Directors or by secret vote of the Directors by mail. Affirmative
votes of 2/3 of the Directors present at a meeting of the Board or of 2/3
of the entire Board voting by mail, shall be required to elect an applicant.
An application which has received a negative vote by the Board may be presented
by one of the applicant's endorsers at the next annual meeting of the Club
and the
(pg 4)
members may elect such applicant by secret ballot
and a favorable vote of 2/3 of the members present.
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 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 30 days after the first day of the fiscal year; however
the Board may grant an additional 30 days of grace to such delinquent members
in meritorious cases, provided such member requests the 30 day extension
in writing by July 1st and explains why such extension is necessary.
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. Section 4 of
these By-Laws.
ARTICLE II. Meetings
Section 1
Annual Meeting. The
annual meeting of the Club shall be held in conjunction with a Club Specialty
show, if possible, at a place, date and hour designated by the Board of
Directors. Written notice shall be mailed by the Secretary to each
member at least 30 days prior to the date of the meeting. The quorum
for the annual meeting shall be 10% of the members in good standing.
Section 2
Special Club Meeting.
Special Club meetings may be called by the President or by a majority of
the members of the Board who are present at a meeting of the Board or who
vote by mail, and shall also be called by the Secretary upon receipt of
a petition signed by 10% of the members of the Club who are in good standing.
Such meeting shall be held at such place, date and hour as may be designated
by the Board of Directors. Written notice of such meetings shall
be mailed by the Secretary at least 14 days and 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. The
quorum for such meeting shall be 10% of the members in good standing.
Section 3
Board Meetings.
The first meeting of the Board shall be held within 45 days from the start
of the
(pg 5)
fiscal year. Other meetings of the Board
of Directors shall be held at such times and places as are designated by
a majority vote of the entire Board. Written notice of each such
meeting shall be mailed by the Secretary to each member of the Board at
least 14 days prior to the date of the meeting. The quorum for a
Board meeting shall be a majority of the Board voting in person, by mail,
FAX or telephone conference call.
Section 4
The Board of Directors may conduct its business
by mail, FAX, or telephone conference call through the secretary.
Items voted on by conference call must be confirmed in writing within 30
days.
ARTICLE III. Directors and Officers
Section 1
Board of Directors. The
Board shall be comprised of the President, Vice-President, Secretary, Treasurer
and five other persons who shall serve as directors, all of whom shall
be members in good standing, and who are residents of the United States
of America. They shall be elected for two year terms at the Club's
annual election as provided by ARTICLE IV and shall serve until their successors
are elected. Terms will be staggered so that there will be continuity
on the Board. The President, Treasurer, and Directors 2 and 4 shall
be elected in even numbered years. The Vice-President, Secretary
and Directors 1, 3, and 5 shall be elected in odd numbered years.
Existing Directors shall draw lots to determine who shall be designated
for each of the five Director places. In the first election held
after these By-Law amendments are in effect, the appropriate Officers and
Directors will be elected for two year terms and the remaining Officers
and Directors will be elected for a one year term. Officers and Directors
initially elected for such one year term will be eligible for election
the next year for a full two year term. Those elected for the one
year term herein specified may initially serve for a total of eleven (11)
years. General management of the Club's affairs shall be entrusted
to the Board of Directors.
Section 2
Directors. Five
persons all of whom shall be members in good standing and residents of
the United States of America, shall be elected to the Board as Directors
1, 2, 3, 4, and 5.
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
(pg 6)
duties and powers normally appurtenant to the
office of President in addition to those duties particularly specified
in these By-Laws.
b. The Vice-President shall have the
duties and exercise the powers 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 votes taken by
mail, and of all matters of which a record shall be ordered by the Club.
He/she shall have charge of the correspondence, notify members of 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 By-Laws.
d. The treasurer shall collect and
receive all money due or belonging to the Club. He/she shall deposit
same in a national bank approved by the Board, in the name of the Club.
His/her books shall at all times be open to inspection of the Board and
he/she shall report to them at every meeting the condition of the Club's
finances and every item of receipt or payment not before reported.
At the first Board Meeting of the calendar year but in no event later than
the month of April the Board shall appoint a Financial Review Committee
of three members, not more than one of whom shall be a member of
the current Board. This Committee will review the books and present
their report in the month of June to the Board for its approval.
This report then to be published in the first issue of the Yorkie Express
following its approval. He/she shall give for publication in the
Yorkie Express an interim financial report on a quarterly basis.
e. The President and Treasurer shall
be bonded in such an amount as the Board of Directors shall determine.
f. Subject to the approval of the
Board, the Secretary may appoint an assistant to the Secretary to assist
him/her in carrying out his/her By-Law prescribed duties. The assistant
to the Secretary shall be a member of the YTCA and shall serve at the discretion
of the Board
g. The assistant to the Secretary
shall be a de facto member of the Board but shall have no voting rights
and may not vote the Secretary's vote in the case of the Secretary's absence.
The assistant to the Secretary may attend all meetings and shall receive
copies of all correspondence of the Board. The duty of the assistant
to the Secretary shall be set forth in writing by the Secretary and approved
by the Board.
(pg 7)
Section 3
Delegate.
The Board shall appoint a Delegate to The American Kennel Club. The
Delegate shall serve for a three year term and until his successor has
been qualified and elected by the American Kennel Club, unless he has resigned
or his appointment has been withdrawn by the Board.
Section 4
Vacancies. Any vacancy occurring
on the Board or among the Officers during the year shall be filled until
the next annual election by a majority vote of all the then members of
the Board; 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.
Section 5
Term Limitations.
No member may hold any office or combination of offices for more than five
consecutive terms (10 years), except as specified in Section 1 above.
After having served for such 10 year period, a member must remain out of
office for a period of one year before again being eligible for election
to any office.
ARTICLE IV. The Club Year, Voting, Nominations,
Elections
Section 1
Club Year. The Club's fiscal year shall
begin on the 1st day of June and end on the 31st day of May. The
Club's official year shall coincide with the Club's fiscal year. The elected
Officers and Directors shall take office on June 1st. Each retiring
Officer shall turn over to his successor in office all properties and records
relating to that office by July 1st.
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, except for the annual
election of Officers and directors and amendments to the By-Laws and the
standard for the breed 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. All ballots submitted
to the membership and cast by mail must employ the double envelope system
as outlined in this ARTICLE, Section 4, d.
Section 3
Annual Election.
The annual election of Officers and Directors shall be conducted by ballot
by mail. Ballots will be returned to an outside accounting firm designated
by the Board and be counted by that firm. To be valid ballots must
be received by
(pg 8)
the designated accounting firm on or before May
1st. The person receiving the largest number of votes for each position
shall be declared elected. If any elected member is unable to serve
for any reason the vacancy so created shall be filled by the new Board
of Directors in the manner provided in ARTICLE III, Section 4.
Section 4
Nominations and Ballots.
No person may be a candidate in a Club election who has not been nominated
in accordance with these By-Laws. A Nominating Committee shall be
chosen by the Board of Directors before January 1st. The committee
shall consist of three members and two alternates, all members in good
standing, not more than one of whom may be a member of the current Board
of Directors. The Board shall name a chairman for the committee.
The Nominating Committee may conduct its business by mail, fax or telephone
conference call.
a. The Nominating Committee shall
nominate from among the eligible members of the Club a candidate for each
office and for each position on the Board of Directors eligible for election
that year as set forth in Article III, Section 1. Each candidate
being considered for office shall complete a written questionnaire approved
by the board which will include the written acceptance of the nomination
if selected. The nominating committee must consider geographical
representation on the Board to the extent that it is practical. The
committee shall submit its slate of candidates to the Secretary by February
1st, who shall mail the list to each member of the Club on or before February
15th so that additional nominations may be made by the members if they
so desire.
b. Additional nominations of eligible
members for the appropriate offices may be made by written petition addressed
to the Secretary and received at his/her regular address on or before March
15th, signed by not less than five (5) nor more than ten (10) members in
good standing and accompanied by the written acceptance of each such additional
nominee signifying his/her willingness to be a candidate. A candidate
so nominated must complete the questionnaire referenced in Section (a.)
above, which will be published in materials to be sent with the ballot
along with the names of those persons nominating said candidate.
No person shall be a candidate for more than one position, and the additional
nominations which are provided for herein may be made only from those members
who have not accepted a nomination by the Nominating Committee.
(pg 9)
c. If no valid additional nominations
are received by the Secretary on or before March 15th, the Nominating Committee's
slate shall be considered to have been elected unanimously and no balloting
will be necessary.
d. If one or more additional valid
nominations are received by the Secretary on or before March 15th, he/she
shall mail to each member in good standing, on or before April 1st, a ballot
listing the nominees for each position in alphabetical order with the state
of residence, together with a blank envelope and a return envelope addressed
to the Secretary, marked "Ballot" and bearing the name and address of the
member to whom it was sent.
Each voter, after marking his/her ballot shall
seal it in the blank envelope which in turn shall be placed in the second
envelope addressed and sent to the outside accounting firm so as to be
received by them on or before May 1st. On or before May 15th the outside
accounting firm shall check the returns against a list provided by the
secretary or treasurer of members whose dues are paid for the current year
prior to opening the outer envelopes. Once eligibility of the voters
is determined, the ballots will be counted and the election certified.
The elected Officers and Directors shall be notified of election results
by mail not later than June 1st and elected Officers and Directors shall
assume the duties of offices as of that date. The membership shall
be notified of the election results by publication in the April/May/June
issue of The Yorkie Express or such other publication deemed appropriate
by the board.
ARTICLE V. Committees
Section 1
a. The Board may each year appoint
standing committees to advance the work of the Club in such matters as
dog shows, obedience trials, trophies, annual prizes, membership and other
fields which may well be served by committees. Such committees shall
always be subject to final authority of the Board. Special committees
may also be appointed by the Board to aid on particular projects.
b. Members serving on the Membership
Committee are barred from participating in any discussions on applicants
they themselves sponsored.
Section 2
Any committee appointments 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.
(pg 10)
ARTICLE VI. Discipline
Section 1
American Kennel Club Suspension.
Any member who is suspended from the privileges of The American Kennel
Club shall automatically 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 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 or a committee 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 or of the breed. If the Board considers
that the charges do not allege conduct which would be prejudicial to the
best interest of the Club or of the Breed 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 or a Committee of not less than three members
of the Board, not less than three weeks nor more than six weeks thereafter.
The Secretary shall promptly send one copy of the charges to the accused
member by certified and regular 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/she wishes.
Section 3
Board Hearing.
The Board or Committee 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 or Committee may, by a majority vote of those present,
issue a written reprimand, suspend the defendant from all privileges of
the Club for not more than six months from the date of the hearing or until
the next annual meeting if that will occur after six months. And,
if it deems that punishment insufficient, it may also recommend to the
membership that the penalty be expulsion. In such cases, the suspension
shall not restrict the defendant's right to appear before his fellow-members
at the ensuing Club meeting which considers the recommendation of the Board
or Committee. Immediately after the Board or Committee has reached
a decision, it's
(pg 11)
findings shall be put in written form and filed
with the Secretary. The 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 of
the Club following a hearing and upon recommendation of the Board or Committee
as provided in SECTION 3 of this ARTICLE. The defendant shall have
the privilege of appearing in his/her 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 in his/her own behalf. The meeting shall then vote by secret
ballot on the proposed expulsion. A 2/3 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 By-Laws and to the standard
for the breed may be proposed by the Board of Directors or by written petition
addressed to the 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 Secretary for a vote within three months of the date
when the petition was received by the Secretary.
Section 2
The By-Laws and the standard for the breed may
be amended at any time provided a copy of the proposed amendment has been
mailed by the Secretary to each member accompanied by a ballot on which
he/she may indicate his/her choice for or against the action to be taken.
The notice shall specify a date not less than 30 days after the date of
the mailing by which date the ballots must be returned to the Secretary
to be counted. The favorable vote of 2/3 of the members in good standing
whose ballots are returned within the time limit shall be required to effect
any such amendment.
Section 3
No amendment to the By-Laws or to the standard
for the breed that is adopted by the Club shall become effective until
it has been approved by the Board of Directors of the American Kennel Club.
(pg 12)
ARTICLE VIII. Dissolution
Section 1
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 the operation of law, none of the property of the Club or any proceeds
thereof nor any assets of the Club shall be distributed to any member 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 the character and nature of the meeting may permit shall be as
follows:
Roll Call
Minutes of last meeting
Report of President
Report of Secretary
Report of Treasurer
Reports of Committees
Election of new members (when applicable)
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:
Reading of minutes of last meeting
Report of Secretary
Report of Treasurer
Reports of Committees
Unfinished Business
Election of new members
New Business
Adjournment |
ARTICLE X. 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 By-Laws and any other special rules of order the Club may adopt. |