Article I - Membership
Section I – Eligibility
There shall be three types of membership open to all persons 18 years of age and older who are in good standing with The American Kennel Club and who subscribe to the purposes of this Club and its Constitution. There shall also be Junior Membership available for children under 18 years of age.
Active (Individual) Membership: Enjoys all club privileges including the right to vote and hold office.
Active (Household) Membership: Two (2) adult members residing in the same household, each eligible to vote and hold office. Children, age 9 and under 18 years of age, in the same household will have the same rights as a Junior Member. One membership application will be completed for each household.
Associate Membership: Entitled to all Club privileges except voting and office holding (offered to individuals who are not active members). Associate Members are not counted in the quorum.
Junior Membership: Open to children, age 9 and under 18 years of age with parental consent; a non-voting/non-office holding membership which may automatically convert to active or associate membership at age 18.
While membership is to be unrestricted as to residence, the Club’s primary purpose is to be representative of the breeders, exhibitors and fanciers in its immediate area.
Section II - Dues:
Membership dues shall not exceed $30.00 per year, payable on or before January 1st of each year and no later than the last day of March of that year. No member may vote whose dues are not paid for the current year. During the month of November, the Corresponding Secretary shall mail, send by e-mail or notify by newsletter if displayed on the first page, each member in accordance with Article II, Sec. 1, a statement for dues for the ensuing year. Dues may be assessed annually and changed as necessary by the Board of Directors.
Applicants for new membership after September 1st shall have their dues apply for the current year and full following year.
Section III - 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 the Constitution and Bylaws, the Club’s Code of Conduct, 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 two unrelated Active Members from different households who are in good standing. Accompanying the application, the prospective member shall submit dues payment for the current year. All applications are to be filed with the Corresponding 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 2⁄3 of the Active Members in good standing present and voting by secret ballot at that meeting shall be required to elect the applicant. The Corresponding Secretary shall send written notice to the applicant whether a constitutionally mandated affirmative majority vote was received. Applicants for membership who have been rejected by the Club may not reapply within six months after such rejection. Such application shall require two new sponsors who are unrelated Active Members in good standing and from different households.
If an applicant is a member of the Bernese Mountain Dog Club of America, he/she must be in good standing with that club to apply for membership.
Section IV - 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 Corresponding Secretary, but no member may resign when in debt to the Club. Obligations other than dues are considered a debt to the Club and must be paid in full prior to resignation.
(b) By lapsing: A membership will be considered a lapsed and automatically terminated if such member's dues remain unpaid 90 days after the first day of the fiscal year; however the Board may grant an additional 90 days of grace to such delinquent member in meritorious cases. In no such 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 proved in Article VI of these by-laws.
ARTICLE II – MEETINGS AND VOTING
Section I - Club Meetings: Meetings of the Club shall be held six times a year within the greater metropolitan Portland, Salem, Vancouver area at such hour and place as may be designated by the Board of Directors. Written notice of each such meeting shall be sent by the Recording Secretary at least 10 days prior to the date of the meeting. Notification may be by mail, newsletter if displayed on the first page, or e-mail. The quorum for such meetings shall be 20 percent of the Active Members in good standing. Non-voting Associate and Junior Members shall not be counted to determine a quorum.
Members may elect to receive e-mail notification of Club meetings, dues notices, minutes, and newsletters; and Board members may elect to receive notification of Board meetings via e-mail; provided that the member or Board member signs an authorization agreeing to this method of communication. Such authorization may be revoked upon written request sent to the Recording Secretary.
Notification of nominations, the annual meeting, matters of discipline, and amendments to the Constitution and Bylaws or Code of Conduct shall be sent through the U.S. Mail.
Section II - Special Club Meetings: Special Club meetings may be called by the President or by a majority vote of the members of the Board, or shall be called by the Corresponding Secretary upon receipt of a petition signed by five Active Members of the Club who are in good standing. Such special meetings shall be held in the greater metropolitan Portland, Salem, Vancouver area at such place, date and hour as may be designated by the person or persons authorized herein to call such meetings. Written notice of such a meeting shall be mailed or sent by e-mail in accordance with Article II, Sec. 1., A, by the Corresponding Secretary at least five days and not more than 10 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 20 percent of the Active Members in good standing. Non-voting Associate and Junior Members shall not be counted to determine a quorum.
Section III - Board Meetings: Meetings of the Board of Directors shall be in person, by teleconference or by video conference. Such meetings shall be held each month in the greater metropolitan Portland, Salem, Vancouver area at such hour and place as may be designated by the Board. Written notice of each such meeting shall be mailed or sent by e-mail in accordance with Article II, Sec. 1., A, by the Corresponding Secretary at least five days prior to the date of the meeting. The quorum for such a meeting shall be a majority of the Board.
Section IV - Special Board Meetings: Special meetings of the Board may be called by the President; and shall be called by the Recording Secretary upon receipt of a written request signed by at least three members of the Board. Such special meetings shall be in person, by teleconference or by video conference within the greater metropolitan Portland, Salem, Vancouver area at such place, date, and hour as may be designated by the person authorized herein to call such meeting. Written notice of such meeting shall be emailed by the Corresponding Secretary at least five days and not more than 10 days prior to the date of the meeting. Any such notice shall state the purpose of the meeting and no other business shall be transacted thereat. The quorum for such a meeting shall be a majority of the Board.
Section V – Voting: Each Active Member 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 at any Club meeting or election. Non-voting Associate and Junior Members shall not be counted to determine a quorum.
ARTICLE III - DIRECTORS AND OFFICERS
Section I - Board of Directors: The Board shall be comprised of the President, Vice President, Recording Secretary, Corresponding Secretary, Treasurer and two other persons, all of whom shall be Active Members in good standing and all of whom shall be elected for one-year terms at the Club’s annual meeting as provided in Article IV and shall serve until their successors are elected. General management of the Club’s affairs shall be entrusted to the Board of Directors.
Section II - Officers: The Club's officers, consisting of the President, Vice President, Corresponding Secretary, Recording 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 President in addition to those particularly specified in these bylaws.
(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 Recording Secretary shall notify officers and directors of their election to office and shall keep a record of all meetings of the Club and the Board, of all votes taken by mail, and of all matters of which a record shall be ordered by the Club, and carry out other such duties as are prescribed in these bylaws.
(d) The Corresponding Secretary shall have charge of the correspondence, notify members of meetings, notify the Board of meetings, keep a roll of the members of the Club with their addresses, and carry out other such duties as are prescribed in these bylaws.
(e) The Treasurer shall collect and receive all moneys due or belonging to the Club. Moneys shall be deposited in a bank designated by 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 coordinate with the Corresponding Secretary in preparing and maintaining a current list of paid-up members in good standing.
(f) The offices of Recording Secretary and Corresponding Secretary may be held by the same person, in which case the Board shall be comprised of (6) persons.
Section III -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 MEETING, ELECTIONS
Section I – 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 begin immediately at the conclusion of the election at the annual meeting and shall continue through the election at the next annual meeting.
Section II - Annual Election Meeting: The annual meeting shall be held in the month of December, at which officers and directors for the ensuing year shall be elected by secret ballot from among those nominated in accordance with Section IV of this Article. They shall take office immediately upon the conclusion of the election and each retiring officer shall turn over to the successor in office all properties and records relating to that office within 30 days after the election.
Section III – Elections: The nominated candidate receiving the greatest number of votes for each office shall be declared elected. The two nominated candidates for other positions on the Board who receive the greatest number of votes for such positions shall be declared elected.
Section IV – Nominations: No person may be a candidate in a Club election who has not been nominated. During the month of August the Board shall select a Nominating Committee consisting of three members and two alternates, not more than one of whom may be a member of the Board and all of whom must be Active Members. The Recording Secretary shall immediately notify the committee members and alternates of their selection. The Board shall name a chairperson for the committee and it shall be such person's duty to call a committee meeting, which shall be held on or before September 10th.
(a) The committee shall nominate one candidate for each office and positions on the Board and, after securing the consent of each person so nominated, shall immediately report their nominations to the Recording Secretary in writing.
(b) Upon receipt of the Nominating Committee's report, the Recording Secretary shall, at least two weeks before the October membership meeting, notify each member in writing, by means of the U.S. mail, of the candidates so nominated.
(c) Additional nominations may be made at the October membership meeting by any Active Member provided that the person so nominated does not decline when their name is proposed, and provided further that if the proposed candidate is not in attendance at this meeting, the proposer shall present to the Recording Secretary written statement from the proposed candidate willingness to be a candidate.
(d) Nominations cannot be made at the annual meeting or in any manner other than as provided in this Section.
ARTICLE V - COMMITTEES
Section I – Committee Appointment: The Board of Directors may each year appoint standing committees to advance the work of the Club in such matters as dog shows, obedience trials, draft tests, trophies, annual prizes, membership and other fields and activities which may well be served by committees. Such committees shall always be subject to the final authority of the Board of Directors. Special committees may also be appointed by the Board to aid it on particular projects.
Section II – Committee Termination: Any committee appointment may be terminated by a majority vote of the full membership of the Board of Directors upon written notice to the appointee; and the Board of Directors may appoint successors to those persons whose services have been terminated.
ARTICLE VI - DISCIPLINE
Section I – American Kennel Club Suspension: Any member who is suspended from any privileges of the American Kennel Club shall automatically be suspended from the privileges of this Club for a like period.
Section II – Charges: An individual member may prefer charges against another individual 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 Recording Secretary together with a deposit of $50.00 which shall be forfeited if such charges are not sustained by the Board following a hearing. The Recording 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 sections 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 breed, it may refuse to entertain jurisdiction. If the Board entertains jurisdiction of the charges, it shall fix a date of hearing by the Board, not less than three (3) weeks or more than six (6) weeks thereafter. The Recording Secretary shall promptly send one copy of the charges to the accused member by certified mail, return receipt 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 III - 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 reprimand or 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/her fellow members at the ensuing Club meeting which considers the recommendation of the Board. Immediately after the Board has reached a decision, its findings shall be put in written form and filed with the Recording Secretary. The Recording Secretary in turn shall notify each of the parties of the decision and penalty, if any.
Section IV – Expulsion: Expulsion of a member from the Club may be accomplished only at a Club meeting following a Board hearing and upon the recommendation of the Board as provided in Section III in 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/her 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/her own behalf. Active Members in good standing shall then vote by secret ballot (written) 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 I: Amendments to the Constitution and By-laws or Code of Conduct may be proposed by the Board of Directors or by written petition addressed to the Recording Secretary signed by 20 percent of the Active Membership in good standing. Amendments proposed by such petition shall be promptly considered by the Board of Directors and must be submitted to the Active Members with the recommendations of the Board by the Corresponding Secretary for a vote within three (3) months of the date when the petition was received by the Recording Secretary.
Section II: The Constitution and By-laws or Code of Conduct may be amended by a 2/3 secret vote of the Active Members in good standing present and voting at any regular or special meeting called for the purpose, provided a copy of the proposed amendments, along with the original wording, has been included in the notice of the meeting and mailed by the Corresponding Secretary to each Active Member at least two weeks prior to the date of the meeting.
ARTICLE VIII – DISSOLUTION
Section I: The Club may be dissolved at any time by the written consent of not less than 2/3 of the Active Members in good standing. 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 non-profit organization for the benefit of the dogs, preferably the Bernese Mountain Dog Club of America. If this proves impractical, then all property and assets shall be given to a non-profit organization for the benefit of dogs selected by the Board of Directors. However, in no event shall any property or assets be given to any organization with goals or beliefs aimed at restricting or ending the ownership or breeding of dogs.
ARTICLE IX - ORDER OF BUSINESS
Section I: 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:
1. Roll Call (for purposes of a quorum)
2. Minutes of Last Meeting
3. Report of the President
4. Report of the Secretary a. Recording b. Corresponding
5. Report of the Treasurer
6. Reports of Committees
7. Election of Officers and Board Members (at annual meeting)
8. Unfinished business
9. New business
Section II: At the meetings of the Board, the order of business, unless otherwise directed by majority vote of those present shall be as follows:
1. Reading of Minutes of last meeting
2. Report of Secretary a. Recording b. Corresponding
3. Report of Treasurer
4. Report of Committees
5. Unfinished business
6. New business
ARTICLE X - PARLIAMENTARY AUTHORITY
Section I: 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.
Member in good standing – An individual who is not suspended by the American Kennel Club, the Bernese Mountain Dog Club of America, or the Bernese Mountain Dog Club of Oregon and whose dues for the year are already paid.
Reprimand – A written warning to a member after charges have been filed in accordance with the bylaws and it is determined that the member’s conduct was not severe enough to warrant a suspension or a recommendation for expulsion.
Written Notice – Use of email for written notification is authorized except in notification of nominations, annual meeting notification, matters of discipline, and bylaws amendments. These exceptions must be sent through the U.S. Mail.