Constitution, Articles of Incorporation, and Bylaws


Article I

Membership

Section 1. The name of the club shall be Barbet Club of America, Inc.
Section 2. The objects of the club shall be:

to encourage and promote quality in the breeding of purebred Barbet and to bring their natural qualities to perfection;
to encourage the organization of independent local Barbet specialty clubs in those localities where there are sufficient fanciers of the breed to meet the requirements of The American Kennel Club;
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 Barbet shall be judged;
to do all in its power to protect and advance the interests of the breed and to encourage sportsmanlike competition at Conformation, Companion, Performance, and other events offered by the American Kennel Club for which the Barbet is eligible; under the rules of The American Kennel Club.

Section 3. The club shall not be conducted or operated for profit and no part of any profit or remainder or residue from dues or donations to the club shall inure to the benefit of an 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 I

Membership

Section 1. Eligibility. There shall by three (3) types of memberships : Full (individual, carrying one vote), Foreign (other than US, non-voting); Junior (under 18 years of age, non-voting) Membership shall be open to all persons 18 years of age and older who are in good standing with The American Kennel Club and who support the constitution, Bylaws, and Code of Ethics of the Barbet Club of America.
Section 2. Dues. Dues shall be set by the Board not to exceed $35.00 per year for a Full membership. Dues not to exceed $5 for an Junior membership and $35.00 for a Foreign membership. All funds USD. During the month of November, the treasurer shall send to each member a statement of his/her dues for the ensuing year payable on or before the first of January each year. If dues are not paid by March 1, members will be dropped for non-payment.  No member may vote whose dues are not paid for the current year.
Section 3. Election of 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 constitution and by-laws and the rules of The American Kennel Club. The applicant shall state the name, address, and occupation of the applicant and it shall carry the endorsement of one member in good standing. Accompanying the application, the prospective member shall submit dues payment for the current year. Applicants may be elected at any meeting of the board of directors or by written vote of the directors by e-mail. Affirmative votes of 2/3 of the directors present at a meeting of the board of directors or of 2/3 of the entire board voting by e-mail, shall be required to elect an applicant. An application which has received a negative vote by the board may be presented the applicant’s endorser at the next annual meeting of the club and the club may elect such applicant by favorable vote of 75% of the membership present.
Applicants for membership who has been rejected by the club may not reapply within one year after such rejection.
Section 4. Termination of Membership. Membership may be terminated:

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.
By lapsing. A membership will be considered as 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 members in meritorious cases. 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.
By expulsion. A membership may be terminated by expulsion as provided in Article VI of these by-laws.

Article II

Meetings

Section 1. Annual Meeting. The annual meeting of the club shall be held in the month of June at a place, date, and location designated by the board of directors. In extenuating circumstances by conference call or Skype video conference. Notice of the annual meeting shall be e-mailed by the secretary to each member at least 14 days prior to the meeting. The quorum for the annual meeting shall be 10% of the members in good standing.
Section 2. Special Club Meetings. Special club meetings may be called by the president of by a majority vote of the members of the board who are present at a meeting of the board or who vote by mail; and shall 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 a meeting shall be held at such a place, date, and hour as may be designated by the board of directors. Notice of such meeting shall be e-mailed by the secretary at least 7 days prior to the meeting. The notice of the meeting shall state the purpose of the meeting and no other club businesses may be transacted. The quorum for such a meeting shall be 10% of the members in good standing.
Section 3. Board Meetings. The first meeting of the board shall be held immediately following the annual meeting and election. Other meetings of the board of directors shall be held at such times and places as are designated by the president or by a simple majority vote of the directors or via telephone conference. Notice of each such meeting shall be emailed by the secretary to each director at least 7 days prior to the date of the meeting. The quorum for a board meeting shall be a simple majority of the board voting in person or by telephone conference. Directors are to attend at least fifty (50) percent of the meetings held each year.
Section 4. The board of directors may conduct its business when necessary by email through the secretary or through conference phone calls. All board meetings are considered to be executive session, except for the board meeting held at the annual meeting.  (AKC document section mentions special board meetings)
Section 5. Voting. Each member in good standing whose dues are paid for the current year shall be entitled to one vote at an meeting at which he/she is present, or by mail, or online voting. Proxy voting will not be permitted at any club meeting or election.

Article III

Directors and Officers

Section 1. Board of Directors. The board shall be comprised of the President, Vice-President, Secretary, and Treasure. All of whom shall be members in good standing who are residents of the United States. Each will serve one (1) two (2) year term. The President and Secretary will be elected on even years and the Vice President and Treasurer will be elected on odd years.  They shall be elected 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 2. Officers. The Club’s Officers, consisting of the President, Vice-President, Secretary, Treasurer. Shall serve in their respective capacities both with regard to the club and its meetings. These officers are elected to their office directly by majority vote of the Board of Directors. Officers shall serve in their capacity for two (2) year terms but may be re-elected.

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 by-laws.
The Vice-President shall have the duties and exercise the powers of the President in case of the Presidents Death, absence, or incapacity.
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 correspondence, notify members of meetings. Notify new members of their election to membership, and directors of their election to office, keep a roll of the members of the club with their addresses, which shall be sent to any member in good standing, upon written request, not more than once every club year, and carry out such other duties as are prescribed in these by-laws.
The Treasurer shall collect and receive all moneys due or belonging to the club. He shall deposit the same in a bank approved b the board, in the name of the club. His/her books shall at all times by open to the inspection of the board and shall report them at every meeting the condition of the clubs finances and every item of receipt and payment not before reported; and at the annual meeting shall render an account of all moneys received and expended during the previous fiscal year. The Treasurer shall be bonded in such amount as the Board shall determine.
The offices of Secretary and Treasurer may be held by the same person.

Section 3. Vacancies. Any vacancy occurring on the board during the year shall be filled for an expired term by nominations from the officers followed by a simple majority vote of all members of the board at its first meeting following the creation of such vacancy, except that the office of President shall be filled automatically by the Vice-President. Should one (1) or more years remain on the unexpired term, member shall be treated as if he/she had served a full term.
Section 4. An Board member may be removed for cause upon affirmative vote of a majority of the members of the board then serving. Cause shall be presumed to exist if a board member has failed to be in attendance at more than fifty (50) percent of the meetings of the board of directors held during any continuous twelve (12) month period and dully called in accordance with section 3 of Article II.

Article IV

The Club year, Voting, Nominations, Elections

Section 1. The 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. The elected officers and directors shall take office immediately upon the conclusion of the annual meeting and 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. A membership is entitled to one vote at club meetings and elections. 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 directors, (delegate) and amendments to the constitution and by-laws (and the standard of 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.
Section 3. Elections. At the annual meeting for the election of directors the vote shall be conducted by secret ballot. Ballots to be valid must be received by the secretary by no less than 7 days prior to election deadline. Ballots shall be counted before the meeting by three (3) inspectors of election who are members in good standing and neither members of the current board nor candidates on the ballot and who shall be chosen in advance by the board.
Candidates receiving the majority of votes cast shall be declared elected. If any nominee, at the time of the meeting, 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 manner provided by Article III, Section 3.
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 Officers 60 days prior to the election. The Board shall name a chairman for the committee. The nominating committee may conduct its business by mail, email, and telephone.

The committee shall nominate from among the eligible members of the club, one candidate each opening on the Board of Directors and shall procure the acceptance off each nominee so chosen. The committee should consider geographical representation of the membership on the Board to the extent that it is practicable to do so. The committee shall then submit its slate of candidates to the secretary who shall publish the full name of each candidate and the name of the state in which he/she resides in the spring newsletter so that additional nominations may be made by the members if they so desire.
Additional nominations of the eligible members may be made by written petition addressed to the secretary and received at his/her regular address on or before 60 days prior to the election, accompanied by the written acceptance of the additional nominee signifying his/her willingness to be a candidate.
If no valid additional nominees are received by the secretary on or before 60 days prior to the election, the nominating committee’s slate shall be declared elected at the time of the annual meeting and no balloting will be required.
If one or more additional nominations are received by the secretary on or before 60 days prior to the election he/she shall, on or before 60 days prior to the election, email to each member in good standing a ballot listing all the nominees in alphabetical order, with the names of the states in which they reside, and a short self written resume of their qualifications, together with a blank envelope and a return envelope addressed to the secretary marked “ballot” and bearing the name of the member to whom it was sent or online voting may be utilized. So that the ballots may remain secret. Each voter, after marking his/her ballot, shall seal in the blank envelope which in turn shall be placed in the second envelope addressed to the secretary. The inspectors of election shall check the returns against the list of members who dues are paid for the current year prior to opening the outer envelopes and removing the blank envelopes, and shall certify the eligibility of the voters as well as the results of the voting which shall be announced at the annual meeting.
Nominations cannot be made at the annual meeting or in any manor than as provided above.

ARTICLE V

Committees

SECTION 1. 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 commit tees. Such committees shall always be subject to the final authority of the board. Special commit tees may also be appointed by the board to aid it on particular projects.

SECTION 2. Any committee appointment 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 services have been terminated.

ARTICLE VI

Discipline

SECTION 1. American Kennel Club Suspension. Any member who is suspended from all the privileges of The American Kennel Club automatically shall be sus pended from the privileges of this club for a like period.

SECTION 2. Charges. An individual member may prefer charges against another individual member for alleged misconduct prejudicial to the best interests of the club. Written charges with specifications must be filed in duplicate with the 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 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 con duct 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 for a hearing by the board not less than three weeks nor more than six weeks thereafter. The Secretary shall promptly send one copy of the charges and the specifications 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 coun sel 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 sus pend 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 ensu ing 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 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 own behalf, though no evidence shall be taken at this meeting. The President shall read the charges and the board’s finding and recommendation, and shall invite the defendant, if present, to speak in his own behalf if he wishes. The members shall then vote by secret ballot 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 1. Amendments to the constitution and bylaws (and breed standard) may be proposed by the board of directors or by written petition addressed to the Secretary signed by 20 percent of the member ship 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 received by the Secretary.
SECTION 2. The constitution and bylaws (and breed standard) may be amended by a 2⁄3 secret vote of the members present and voting at any regular or special meet ing 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 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 good standing. In the event of the dissolution of the club other than for pur poses 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 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 officers and board (at annual meeting)
Election of new members
Unfinished business Adjournment

SECTION 2. 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
Report of Secretary
Report of Treasurer
Reports of committees
Unfinished business
New business
Adjournment