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SWBC Club By-laws

Article 1

Section 1: Name

The name of the club shall be Southwest Bullmastiff Club.

Section 2: Objects

The objects of the club shall be:

  1. To encourage and promote quality in the breeding of purebred Bullmastiffs and to do all possible to bring the natural qualities of the purebred Bullmastiff to perfection.

  2. To urge members and breeders to accept the standard of the breed as approved by the American Kennel Club.

  3. To do all in its power to protect and advance the interests of the breed by encouraging sportsmanlike competition at dog shows and obedience trials.

Section 3: Financial Conduct

The club shall not be conducted or operated for profit and no part of any profits or remainder or residue from dues or donations to the Club shall inure to the benefit for any member or individual.

Section 4: Bylaw Revision

The members for the Club shall adopt and may from time to time revise such Bylaws as may be required to carry out these objects.

Article II Membership

Section 1: Eligibility

There shall be two types of membership open to all persons who are in good standing with the American Kennel Club and who subscribe to the objects of the Club.

  1. Regular membership shall be open to all persons 18 years of age or older.

  2. Junior membership shall be open to all persons under the age of 18 years. They shall be eligible for all the rights and privileges of the Club except the right to vote or hold office in the Club.

Section 2: Dues

  1. Regular membership dues shall be no more than $25.00 per year. However, two persons sharing a household may elect to pay joint dues of no more than $30.00 per year and shall be considered individual members with individual voting rights. Membership dues for Junior members shall be no more than $10.00 per year.

  2. New members joining after October 1st shall pay only half the specified yearly dues. In addition, a breeder may enter a gift membership (joint or individual) for person(s) he/she has sold a puppy to within the last 6 months for no more than $10.00.

  3. Dues shall be payable on or before the first day of April for each year. No member shall vote whose dues are not paid for the current year.

Section 3: Election to Membership

  1. Each applicant for membership shall apply on a form approved by the Board of Directors.

  2. Any applicant who has been rejected by the Board may not reapply for membership for a period of 6 months of said rejection.

Section 4: Termination of Membership

Memberships may be terminated:

  1. By resignation. Any member in good standing may resign from the Club upon written notice to the secretary.

  2. By lapsing. A membership will be considered as lapsed and automatically terminated if such member’s dues remain unpaid 60 days after the first day of the fiscal year. In no case may a person be entitled to vote whose dues are unpaid.

Article III Meetings and Voting

Section 1: Club Meetings

  1. The Annual Meeting of the Club shall be held in the month of March in conjunction with the Club’s Specialty show; if possible, at a date, place and hour, as may be designated by the Board. General Meetings of the Club shall be held at such dates, and at such place and hour as may be designated by the Board. Written notice of the Annual Meeting and additional general meetings shall appear in the newsletter or be mailed to each member by the Secretary at least 21 days prior to the date of the meeting.

  2. The quorum for such meetings shall be 10% of the members in good standing.

Section 2: Special Club Meetings and Ballots

  1. Special Club meetings may be called by the President, or by a majority vote of the members of the Board who are present and voting at any regular or special meeting of the Board; and shall be called by the Secretary upon receipt of a petition signed by five members of the Club who are in good standing. Such special meetings shall be held 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 meeting shall be mailed by the Secretary at least 14 days and not more than 30 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 there at. The quorum for such a meeting shall be 10% of the members in good standing.

  2. A Special Ballot may be called by the President, or by a majority vote of the members of the Board who are present and voting at any regular or special meeting of the Board; and shall be called by the Secretary upon receipt of a petition signed by five members of the Club who are in good standing. The ballot shall be mailed by the Secretary as a separate mailing or with the newsletter to all members in good standing no more than 60 days from the date of a valid request. Said ballot shall state the purpose and content of such motions as may be concisely presented through the newsletter or mailing. Should such motions entail lengthy explanation or debate, it shall be postponed until a Special Meeting can be called or until the next General Meeting of the Club. The ballots shall be returned to the Secretary for counting no less than 14 days and no more than 30 days from the date of the mailing.

Section 3: Board Meetings

  1. Meetings of the Board of Directors shall be held no less than semi-annually. The first meeting of the Board shall be held immediately following the Annual Meeting if at all possible. Other meetings of the Board shall be held at such places, dates and hours as designated by the President or by a majority vote of the entire Board. The quorum for such a meeting shall be a majority of the Board. The Secretary shall mail a brief summary of the discussion and motions voted on to any Board members not in attendance so as to provide all members the opportunity to vote on all motions brought before the Board at such meetings. Such mail votes, to be valid, must be received by the Secretary no later than 10 days after the mailing date of the vote request.

  2. The Board of Directors may conduct its business by mail through the Secretary.

  3. Any one or more members for the Board or any committee thereof may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting provided, however, that all action taken by telephone communication must be ratified in writing by each participant.

Section 4: Special Board Meetings

Special meetings of the Board may be called by the President and shall be called by the Secretary upon receipt of a written request signed by at least three members of the Board. Such special meetings shall be held at such place, date and hour as may be designated by the person(s) authorized herein to call such a meeting. A quorum for such a meeting shall be a majority of the Board.

Section 5: Emergency Board Meeting

Emergency Board Meetings may be called at the discretion of the President when business requiring the immediate attention of the Board is brought to his/her attention. A quorum for such a meeting shall be a majority of the Board.

Section 6: Voting

  1. Each 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 he/she is present, or when a ballot is transacted by mail.

  2. Proxy voting will not be permitted at any meeting, election or motion by mail ballot.

Section 7: Results

Results of any voting by the membership or the Board of Directors shall be published in the newsletter.

Article IV Directors and Officers

Section 1: Board of Directors

The Board of Directors shall be compromised of the President, Vice President, Secretary, Treasurer and three other persons; all of who shall be members in good standing. The Board members shall be elected for two year terms or until their successors are elected. In an effort to provide continuity to the Board, Board members serve two-year terms, on a staggered election cycle. The President, Secretary, and one director position would be elected in even years and the Treasurer, Vice President, and two directors would be elected in odd years. This staggered election cycle will provide continuity on the Board from year to year. No person shall serve more than 3 consecutive terms in the same office. Only one person from an individual household may serve on the Board at any one time. No person shall hold more than one position on the Board at any one time. General management of the Club’s affairs shall be entrusted to the Board of Directors.

Section 2: Officers

The Club’s officer’s 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 Meetings.

  1. The President shall preside at all meetings of the Club and of the Board, and shall have the duties and powers normally attendant to the office of President in addition to those particularly specified in these Bylaws.

  2. The Vice-President shall have the duties and exercise the powers of the President in case of the President’s absence, incapacity or death. He/she shall aid the President in Parliamentary procedure as specified in these Bylaws, any Special Orders and the Parliamentary authority specified in Article VIII.

  3. 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 or its President or Board. He/she shall have charge of the correspondence, notify members of meetings, notify new members of their acceptance to membership, notify officers and directors of their election to office, keep a roll of the members of the Club and their addresses and carry out other duties as are prescribed by these Bylaws.

  4. The Treasurer shall collect and receive all monies due or belonging to the Club. He/she shall deposit same in a bank approved by the Board, in the name of the Club. The books shall at all times be open to inspection by 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; and at the Annual Meeting shall render an account of all monies received and expended during the previous fiscal year, which shall also be published in the next newsletter. The books of the Club shall be audited every two years by a committee of three members appointed by the President, one of which shall be a Board member, before the Annual Meeting and instatement of new officers in even numbered years.

Section 3: Vacancies

Any vacancies occurring on the Board or among the offices during the year shall be filled until the next biannual election by a majority of all the then members of the Board within 30 days of notice of such vacancy by Special Meeting of the Board or Regular Board Meeting which ever comes first, except that a vacancy in the office of the President shall be filled by the Vice-President and the resulting vacancy in the office of Vice-President shall be filled by the Board.

Article V The Club Year, Annual Meetings and Elections

Section 1: Club Year

The Club’s fiscal year shall begin on the first day of April and end on the 31st day of March. The Club’s official year shall begin immediately upon conclusion of the report of the Committees at the Annual Meeting with the installation of the new officers of the Club (in even numbered years) and shall continue through the report of Committees at the next Annual Meeting.

Section 2: The Annual Meeting

The Annual Meeting shall be held in the month of March in conjunction with the Southwest Regional Specialty. The Officers and Directors of the Club elected by the membership in the biannual general election, held in even numbered years, shall take office immediately upon conclusion of the reports of committees. Each retiring officer shall turn over to his/her successor in office all properties and records relating to the office within 30 days.

Section 3: Elections

  1. The biannual general election of Officers and Directors of the Club shall be by mail ballot to be sent by the Secretary or with the February newsletter to each member in good standing no more than 60 days and no less than 30 before the Annual meeting.

  2. Ballots must be returned to the Secretary no less than 14 days before the Annual Meeting.

  3. envelope Each voting member will receive a ballot, along with a blank envelope. They are to vote on the ballot, leave it unsigned, place the ballot inside the blank envelope, sign the blank envelope, place THAT envelope into another and mail it to the Secretary. The Secretary will open the envelopes. Hold all the received until the last day of the election and then remove all the inside envelopes. The secretary will check off the names on the outside of the envelopes against the membership list to ensure that there are no duplications. The Secretary will then remove all the ballots and place them aside. All the signed envelopes will be bundled and kept as records. The ballots will then be counted.

  4. ANY ballots received, which are not in signed envelopes, will be considered VOID. Any ballots received on which the instructions were not followed, i.e. “vote for one judge from each section, OR two from the other section” will be considered VOID.

  5. If more than one signed envelope is received with the same members name on it, that person will be contacted by the Secretary and asked to overnight his/her vote for it to be counted. That vote will count and the multiple votes will be discarded without opening.

  6. The nominated candidate receiving the greatest number of votes for each office shall be declared elected except for the following: If the results of the ballot are closer than a ten percent margin based on the number of ballots received (example: if 50 ballots are received and the margin is five votes or closer), the Vice-President will recount the ballots. If not, the count of the Secretary will be considered official.

Section 4: Nominations

  1. Nominations may be made by any member provided written consent of the member so nominated is forwarded to the Secretary by November 30th in odd numbered years. Such nominations shall be published in the December newsletter.

  2. If the Secretary receives no nominations or incomplete nominations on November 30th of each election year, a majority vote of the Board can extend the deadline for nominations for an additional 45 days.

  3. If all offices do not have nominations by the 30th of November, by vote of the Board, we will open the nominations back up for the specified 45 days. Per our Constitution and Bylaws, we must have ballots sent out in February. If by the date in February, established by simple majority by the Board, that the ballots are to be mailed, we still do not have nominations for all positions, the Board will have the right to nominate for unfilled positions.

  4. No person may be a candidate for more than one position.

Article VI Committees

Section 1: Standing Committees

The Board may appoint Standing Committees to advance the work of the Club in such matters as Annual Awards, Archives, Fund Raising, Matches, Membership, Newsletter, Obedience Trials, Public Education, Rescue of dogs, Specialty Shows, Therapy dogs, Trophies and other fields which may well be served by Committees. Such Committees shall always be subject to the final authority of the Board.

Section 2: Special Committees

Special Committees may also be appointed by the Board to aid it on particular projects.

Section 3: Committee Appointment

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 person(s) whose services have been terminated.

Section 4: Newsletter

  1. The newsletter shall be considered a Standing Committee of the Board and shall be mailed during even numbered months. The Editor shall be appointed by the Board and shall be directly responsible to the Board. The Editor shall be considered automatically resigned if the newsletter is more than 30 days late and the Board has not received reasonable cause and formally accepted such by a majority vote of the Board. The Board shall otherwise appoint a new Editor within 14 days of such delinquency.

  2. The Editor and Board must not censor the newsletter and if possible allow an area for candid comments from the general membership in the form of Letters to the Editor. A reasonable space shall be allotted in each issue for the President’s message and shall not be subject to editing or censorship by the Editor.

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: Disciplinary Action

Any disciplinary action shall be conducted as specified in the Club’s parliamentary authority, (see Article VIII).

Article VIII Parliamentary Authority and Policy Manual

  1. The rules contained in the current edition of Robert’s Rules of Order NewlyRevised shall govern the Club in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any Special Rules of Order the Club may adopt.

  2. All Special Rules of Order, Standing Rules of Order and valid motions passed that affect the functioning of the Club or its policies shall be duly recorded and maintained by the Secretary. The Secretary shall within 30 days of their passage enter such orders and approved motions into a permanent file to be known as the Policy Manual. In all Cases of conflict these Bylaws shall take precedence to any Special or Standing Order of approved motion.

  3. A current Policy Manual shall be made available to all members in god standing and shall be mailed to such members within 30 days upon receipt by the Secretary a written request and appropriate fee. The Board may elect to charge a small fee to cover the cost of mailing and copying the Policy Manual if it deems necessary, not to exceed the current cost of printing and mailing the actual document.

Article IX Amendments

Section 1:

Amendments to the Bylaws may be proposed by the Board of Directors or by written petition addressed to the Secretary signed by 5% of the membership in good standing. Amendments proposed by such a petition shall be promptly considered by the Board and must be submitted by the Secretary to the membership for a vote within 90 days of the date when the petition was received by the Secretary.

Section 2:

The Bylaws may be amended at any time provided a copy of the proposed amendment has been mailed by the Secretary to each member in good standing on the date of the mailing, 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 ballots must be returned to the Secretary to be counted. The favorable vote of a simple majority of the members in good standing who return valid ballots within the time limit shall be required to effect any such amendment.

Article X Dissolution

Section 1: Procedure

The Club may be dissolved at any time by the written consent of not less than two thirds of the members in good standing. In the event of the dissolution of the Club, whether voluntary or involuntary or by operation of law, other than for purposed of reorganization, none of the property of the Club shall be distributed to any members of the Club. After payment of 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 XI Order of Business

Section 1: Club 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:

Installation of Officers and Directors (Annual Meeting even numbered years)

Roll Call

Minutes of the Last Meeting

Report of the President

Report of the Secretary

Report of the Treasurer

Reports of Committees

Unfinished Business

Adjournment

Section 2: Board Meetings

At meetings of the Board, the order of business, unless otherwise directed by majority vote of those present, shall be as follows:

Minutes of Last Meeting

Report of Secretary

Report of Treasurer

Reports of Committees

Unfinished Business

New Business

Adjournment




Updated 3/16/03

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