NCSHC Constitution & By-Laws

Constitution and By-Laws for

The Northern California Siberian Husky Club, Inc.
Revised and Ratified: 12/11/99

CONSTITUTION
ARTICLE I
Name and Objects

SECTION 1. The name of the Club shall be the Northern California Siberian Husky Club, Inc.

SECTION 2. The objects of the Club shall be:

(a) The dedication and preservation of the breed of Siberian Husky, and to do all possible to bring their natural qualities to perfection;
(b) To urge members and breeders to adhere to the Standard of the Breed, as approved by the American Kennel Club, as the only Standard of excellence by which Siberian Huskies shall be judged;
(c) To urge members and breeders to adhere to the Breeding Guidelines as adopted by the Siberian Husky Club of America, Inc.;
(d) To do all in its power to protect and advance the interests of the Breed, by encouraging sportsmanlike competition at Dog Shows, Sled Dog Races, and Obedience Trials;
(e) To conduct Sanctioned and Licensed Specialty Shows and Obedience Trials under the rules of the American Kennel Club.

SECTION 3. The Corporation shall not be conducted or operated for profit, and no part of any moneys, remainder, or residue from dues, donations to the Club, or any other sources of funds or assets 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 I
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, and who subscribe to the purposes of this Club. However, individuals below the minimum age requirement, who have demonstrated an interest in the breed through exhibiting, breeding, and/or racing registered Siberian Huskies, may apply for "Junior Member" status, without the right to vote or hold office.

While membership is to be unrestricted as to residence, the Club's primary purpose is to be representative of the owners, breeders, and exhibitors of Siberian Huskies in its immediate area.

SECTION 2. Dues: Membership dues for all memberships shall be payable on or before the first day of January of each year. The combined dues for a husband and wife shall be $20.00 per year. The dues assessed for a single membership shall be $15.00 per year. Dues for a "Junior Member" shall be $10.00 per year. Members in good standing (except "Junior Members") shall be eligible to vote at general meetings, hold elected office, and any other rights granted by membership. Husband and wife members are entitled to one vote each. No member may vote whose dues are not paid for the current year. During the month of November, the Recording Secretary shall send to each member, a statement of his dues for the ensuing year.

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 Constitution and By-Laws, 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 members. Accompanying the application, the prospective member shall submit the applicable dues payment for the current year.

All applications are to be filed with the Recording Secretary and each application is to be read at the first meeting of the Club, following its receipt.

The name and address of the applicant, together with the names of the sponsors shall be listed and distributed to the membership subsequent to the receipt of said application by the Recording Secretary. Any objection to an applicant for membership, together with the reasons for such objection, may be filed in writing with the Recording Secretary before the next General Meeting.

Subsequently, applicants may be elected at the next meeting of the General Membership. Affirmative votes of 3/4 of the Members present and voting at that meeting shall be required to elect an applicant.

Applicants for membership who have been rejected by the Club may not reapply within six months after such rejection.

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 Recording 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 January each year.
(b) 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 January. 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.
(c) by expulsion: A membership may be terminated by expulsion, as provided in Article VI of these Constitution and By-Laws.

ARTICLE II
Meetings and Voting

SECTION 1.Club Meetings: Meetings of the Club shall be held in the Greater San Francisco, California, Bay Area, at least once every two months, at such hour and place as may be designated by the Board of Directors. Written notice of each such meeting shall be mailed by the Recording Secretary to all Club members at least 10 days prior to the date of the meeting. The quorum for such meetings shall be 20% of the members in good standing.

SECTION 2. Special Club Meetings: 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 in the Greater San Francisco, California, Bay 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 by the Secretary at least 5 days and not more than 15 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% of the members in good standing.

SECTION 3. Board Meetings: Meetings of the Board of Directors shall be held in the Greater San Francisco, California, Bay Area, at least once every two months, at such hour and place as may be designated by the Board. Written notice of each such meeting shall be mailed by the Recording Secretary to all Board members at least 5 days prior to the date of the meeting. The quorum for such a meeting shall be a majority of the Board.

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 two members of the Board. Such special meetings shall be held in the Greater San Francisco, California, Bay Area, at such place, date, and hour as may be designated by the person authorized herein to call such a meeting. Written notice of such a meeting shall be mailed by the Recording Secretary at least 5 days and not more than 10 days prior to the date of the meeting, or telegraphic notice shall be filed at least 3 days and not more than 5 days prior to the date of the meeting. Any such notice shall state the purpose or such meeting and no other business shall be transacted thereat. A quorum of such a meeting shall be a majority of the Board.

SECTION 5. Voting: Each eligible member in good standing shall be entitled to one vote at any general or special meeting of the Corporation's general membership, at which they are in attendance. In no case may a person be entitled to vote at any Club meeting whose dues are in arrears. Proxy voting will not be permitted at any Club meeting or election.

SECTION 6. Loss of Quorum: The members present at a duly called or duly held meeting at which a quorum is present, may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum, if any action taken (other than adjournment) is approved by a least a majority of the members required to constitute a quorum.

ARTICLE III
Directors and Officers

SECTION 1. Board of Directors: The Board shall be comprised of the President, Vice-President, Recording Secretary, Treasurer, and three other persons, all of whom shall be members in good standing. They shall be elected for two-year terms at the Club's annual meeting in odd-numbered years, as provided in Article IV., and shall serve until their successors are elected. A husband and wife may not hold office at the same time. 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, 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 Constitution and 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 Recording Secretary shall be responsible for:

1. Recording minutes of all meetings of the Board of Directors and Members;
2. Furnishing copies of all minutes of all meetings in a form prescribed by the Board of Directors;
3. Keeping an up-to-date roll of the members and their addresses;
4. Notifying new members of their election, and distributing to each new member, a membership card, a copy of the Club's Constitution and By-Laws, and the Standard of the Breed, and a current membership list;
5. Notifying members of the time and place of members' meetings;
6. Notifying directors of the time and place of directors' meetings;
7. Carrying out such other duties as are prescribed in these By-Laws and/or by the Board of Directors.

(d) The Treasurer shall:

1. Collect and receive all moneys due or belonging to the Club;
2. Deposit the same in a bank, approved by the Board, in the name of the Club;
3. Disburse funds necessary to discharge the liabilities of the Club. Such disbursements shall in no event exceed a maximum limit on all expenditures imposed by the Board of Directors. If liabilities are incurred in excess of this maximum limit, prior approval of the Board must be obtained before payment can be made;
4. Keep his/her books open to inspection of the Board at all times;
5. Report to the Board at every meeting the condition of the Club's finances, and every item of receipt or payment not before reported;
6. Render at the Annual Meeting, an account of all moneys received and expended du-ring the previous fiscal year;
7. Maintain a record of non-expendable Club property held in the Directors or members of the Club.

The Treasurer shall be bonded in such amount as the Board of Directors shall determine.

SECTION 5. Vacancies: Any vacancies occurring on the Board or among the officers during the year, shall be filled for the unexpired term of office, 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 1. Corporate Year: The corporation's fiscal year shall begin on the first day of January, and end on the thirty-first 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 meeting in odd-numbered years, and the conclusion of the next meeting in even-numbered years.

SECTION 2. Voting: At the annual meeting and at all other Corporation meetings, other than the Board of Directors' meetings, voting shall be limited to those regular members in good standing. Voting at the Board of Directors' meetings shall be limited to those directors, duly elected, and in good standing.

SECTION 3. Annual Meeting: The annual meeting shall be held in the month of December, and in odd-numbered years at which Officers and Directors for the ensuing two-year term shall be elected by secret, written ballot from among those nominated in accordance with Section 5 of this Article. They shall take office immediately upon the conclusion of the election in odd-numbered years and each retiring officer shall turn over to his successor in office all properties and records relating to that office within 30 days after tie election.

SECTION 4. Elections: The nominated candidate receiving the greatest number of votes for each office shall be declared elected. The three nominated candidates for other positions on the Board who receive the greatest number of votes for such positions 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 the manner provided in Article III. In the event of a tie vote, additional ballots, as necessary to break the tie, will be taken.

SECTION 5. Nominations: No person may be a candidate in a Corporation election who has not been nominated in accordance with these By-Laws. A Nominating Committee shall be selected by the Board of Directors on or before July 15th of odd-numbered years. The committee shall consist of three (3) members and one (1) alternate, all regular members in good standing, no more than one of whom may be a member of the current Board of Directors. The Secretary shall immediately notify the committee persons and alternates of their selection. The Board shall name a Chairperson, for the Committee, and it shall be his/her duty to call a committee meeting which shall be held on or before September 1st of odd-numbered years.

(a) The Nominating Committee shall nominate from among the eligible members of the Club, one candidate for each office to be voted upon, and for each other position on the Board of Directors, and shall procure the acceptance, in writing, of each nominee so chosen.
(b) The committee shall then submit its slate of nominations for publication in the September Newsletter. In the event publication in the Newsletter is not possible, the Nominating Committee shall direct the Recording Secretary to mail to each member in good standing, the slate of nominations, by September 15th of odd-numbered years.
(c) Additional nominations may be made at the October meeting of odd-numbered years by any member in attendance provided that the person so nominated does not decline when his name is proposed, and provided further that if the proposed candidate is not in attendance at this meeting, his proposer shall present to the Secretary a written statement from the proposed candidate signifying his willingness to be a candidate. No person may be a candidate for more than one position, and the additional nominations which are provided for herein may be made only from among those members who have not accepted a nomination of the Nominating Committee.
(d) If one or more valid additional nominations are made, the Recording Secretary shall mail to each member in good standing on or before November 10th of odd-numbered years, a listing for each position in alphabetical order of all the nominees.
(e) Nominations cannot be made at the Annual Meeting or in any manner other than as provided in this section.

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 committees. Such committees shall always be subject to the final authority of the Board. Special committees 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 service has been terminated.

ARTICLE VI
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 Recording Secretary, together with a deposit of $25.00, 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 actions 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 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 not less than 3 weeks nor more than 6 weeks thereafter. The Recording 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/her own defense, and bring witnesses if s/he wishes.

SECTION 3. Board Hearing: The Board shall have the 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 appeal before his/her fellow members at the ensuing Club meeting which considers the Board's recommendation. Immediately after the Board has reached a decision, its findings shall be put in written form and filed with the Recording 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 only at a regular meeting of the Club which may 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, if s/he wishes. The meeting shall then vote by secret written 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 By-Laws may be proposed by the Board of Directors, or by written petition addressed to the Recording Secretary, signed by twenty per-cent 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 recommendation of the Board by the Recording Secretary for a vote within three months of the date when the petition was received by the Recording Secretary.

SECTION 2. The Constitution and By-Laws may be amended by a 2/3 vote of the members present and voting at any regular Club meeting provided that 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. Dissolution: 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 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 of the members of the Club; but after repayment of the debts of the Club, its property and assets shall be given to an organization or organizations for the benefits of dogs, selected by the Board of Directors.

ARTICLE IX
Procedure of Meetings

SECTION 1. Order of Business: At meetings of the Corporation, the order of business, so far as the character and nature of the meeting permits, shall be as follows:

(a) Roll call;
(b) Minutes of the last general meeting, unless published in the last newsletter;
(c) Report of the President;
(d) Report of the Recording Secretary;
(e) Report of the Treasurer;
(f) Reports of the Committees;
(g) Election of Officers and Board (at Annual Meeting of odd-numbered years);
(h) Election, of New Members;
(i) Unfinished Business;
(j) New Business;
(k) Adjournment

SECTION 2. Order of Business for Board Meetings: At meetings of the Board, the order of business (unless otherwise directed by majority vote of those present) shall be as follows:

(a) Reading of the minutes of the last Board meeting, unless printed in the last newsletter;
(b) Report of the President;
(c) Report of the Recording Secretary;
(d) Report of the Treasurer;
(e) Reports of the Committees;
(f) Report of the Newsletter Editor;
(g) Unfinished business;
(h) New business;
(i) Adjournment

SECTION 3. Rules of Order: The rules contained in Robert's Rules of Order, revised, shall govern all meetings both of the Board of Directors and Members, except in instances of conflict between Robert's Rules of Order and the Articles of Incorporation or Constitution and By-Laws of the Corporation or provisions of law.