ARTICLE 1 - NAME AND OBJECTIVES
SECTION 1: CLUB NAME: The name of the club shall be THE ENGLISH COCKER SPANIEL CLUB OF SOUTHERN CALIFORNIA.
SECTION 2: CLUB OBJECTIVES: The objectives of the Club shall be: (a) to encourage and promote quality in the breeding of purebred English Cocker Spaniels and to do all possible to bring their natural qualities to perfection. (b) 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 English Cocker Spaniels shall be judged. (c) to do all in its power to protect and advance the interest of English Cocker Spaniels, and to encourage sportsmanlike competition at dog and/or specialty shows, obedience trials and field trials, hunting and tracking tests. (d) to conduct sanctioned matches, dog and/or specialty shows, obedience trials, field trials, and hunting and tracking tests under the rules of the American Kennel Club.
SECTION 3: NONPROFIT STATUS: 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 of any member or individual.
SECTION 4: BYLAWS REVISIONS: The Members of the Club shall adopt and may, from time to time, revise such Bylaws as may be required to carry out these objectives.
ARTICLE II MEMBERSHIP
SECTION 1: ELIGIBILITY: While membership is to be unrestricted as to residence, the club's primary purpose is to be representative of the breeders and exhibitors in its immediate area. There shall be three types of membership open to all persons who are in good standing with the American Kennel Club and who subscribe to the purpose of this Club. (a) Regular Members: Any person eighteen (18) years of age or over and interested in the objectives of this Club shall be eligible to apply for Regular Membership in this Club. Only Regular Members shall be eligible to vote and hold office. Regular Members shall pay the Regular Membership dues. (b) Subscribing Members: Any person eighteen (18) years or over and interested in the objectives of this club and receiving the newsletter but not in attending meetings, voting or holding office shall be eligible to apply for a Subscribing Membership in this Club and shall pay the Subscribing Membership Dues. Subscribing Members shall have the same privileges as Regular Members except they shall not have voting privileges nor be able to hold office. (c) Junior Members: Any person under eighteen (18) years of age and interested in the objectives of this Club shall be eligible to apply for Junior Membership in this Club. Junior Members shall have the same privileges as Regular Members except they shall not have voting privileges nor be able to hold office. Junior Members in good standing shall, upon attaining their 18th birthday, automatically become Regular Members and shall thereby pay the current dues for Regular membership with the termination of this Junior membership.
SECTION 2: DUES: (a) The amount of the annual dues shall be determined by the Board of Directors and approved by members, payable on or before the 1st day of January of each year. (b) No member may vote whose dues are not paid for the current year. During the month of November the Treasurer 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 which shall provide that the applicant agrees to abide by this Constitution and Bylaws and the rules of the American Kennel Club. The application shall state name, address, and occupation of the applicant, and it shall carry the endorsement of two members 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 Secretary and each applicant's name shall be published in the next newsletter of the Club following its receipt. At the next Club meeting the application will be voted upon by secret ballot and affirmative votes of 2/3 of the members present and voting at that meeting shall be required to elect the applicant. Applicants for membership who have been rejected by the Club may not reapply within six (6) months after such rejection.
SECTION 4: TERMINATION OF MEMBERSHIP: Memberships may be terminated by: (a) 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) 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. (c) Expulsion. A membership may be terminated by expulsion as provided in Article VII of these Bylaws.
ARTICLE III MEETINGS AND VOTING
SECTION 1: CLUB MEETINGS: (a) Meetings of the Club shall be held in Southern California, within Los Angeles or Orange County. (b)There will be a minimum of six (6) general meetings held each year. Written notice of such meetings including the date, place, and time shall be sent to each member by the Secretary at least ten (10) days prior to the meeting date. (c) The quorum for such meetings shall be 20% of the regular 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, OR shall be called by the Secretary upon receipt of a petition signed by five (5) members of the Club who are in good standing. Such special meetings shall be held within Los Angeles or Orange County at a 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 sent by the Secretary at least five (5) and not more than fifteen (15) days prior to the date of that 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 regular members in good standing.
SECTION 3: MEETINGS OF THE BOARD OF DIRECTORS: Meetings of the Board of Directors shall be held within Los Angeles or Orange County at such hour and place as may be designated by the Board. Written notice of each such meeting shall be sent by the Secretary at least five (5) days prior to the date of the meeting. The quorum for such a meeting shall be the 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 three (3) members of the Board. Such special meetings shall be held within Los Angeles or Orange County at such place, date and hour as may be designated by the person authorized therein to call such a meeting. Written notice of such meeting shall be sent by the Secretary at least five (5) days and not more than ten (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. A quorum for such a meeting shall be a majority of the Board.
SECTION 5: VOTING: Each regular 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 is present. Proxy voting will not be permitted at any club meeting or election.
ARTICLE IV DIRECTORS AND OFFICERS
SECTION 1: BOARD OF DIRECTORS: The Board shall be comprised of the President, Vice-President, Secretary, Treasurer, and five (5) other persons, all of whom shall be elected for one-year terms at the Club's annual meeting as provided for in Article V, and shall serve until their successors are elected, but in no event shall the President or Vice-President serve more than three (3) consecutive terms. 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 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 Secretary shall keep a record of all meetings of the Club and of the Board and all matters of which a record shall be ordered by the Club. He or 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 Bylaws, or directed by the Board. (d) The Treasurer shall collect and receive all monies due or belonging to the Club. He or she shall deposit the same in a bank designated by the Board, in the name of the Club. His/her books shall be at all times 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; and at the annual meeting he/she shall render an account of all monies received and expended during the previous fiscal year. The Treasurer may be bonded in such amount as the Board of Directors shall determine.
SECTION 3: VACANCIES: Any vacancies occurring on the Board of Directors 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 at its first regular meeting following the creating 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.
SECTION 4: INABILITY OR REFUSAL TO SERVE: If the Board of Directors, by the affirmative vote of 2/3 of the Board, determines that any officer or director is unable to act or refuses to fulfill the responsibilities of office, the Board of Directors, by the affirmative vote of 2/3 of the Directors, shall delegate the powers and duties of such officer or director to any other regular member for such period of time as the Directors may deem advisable, or may declare the office vacant. If the office is declared vacant, it shall be filled according to the provisions of Section 3 of this Article. No officer or director should be removed from office for any reason less serious than would warrant the filing of disciplinary charges.
ARTICLE V THE CLUB YEAR, ANNUAL MEETING, ELECTIONS
SECTION 1: 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.
SECTION 2: ANNUAL 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, written ballot from among those nominated in accordance with Section 4 of this Article. They shall take office immediately upon the conclusion of the election and each retiring officer shall turn over to his/her successor in office all properties and records relating to that office within thirty (30) days after the election.
SECTION 3: ELECTIONS: The nominated candidate receiving the greatest number of votes for each office shall be declared elected. The five (5) nominated candidates for other positions on the Board who receive the greatest number of votes for such positions shall be declared elected.
SECTION 4: NOMINATIONS: No person may be a candidate in a Club election who has not been nominated. During the month of September, the Board may elect a Nominating Committee consisting of three (3) members and two (2) alternates, not more than one of whom shall be a member of the Board. The Secretary shall immediately notify the committee and alternates of their selection. The Board shall name a Chairman for the Committee and it shall be his or her duty to call a committee meeting which shall be held on or before October 1. (a) The committee shall nominate one (1) candidate for each office and five (5) candidates for the five (5) other positions on the Board, and after securing the consent of each person so nominated, shall immediately report their nominations to the Secretary in writing by October 15. (b) Upon receipt of the Nominating Committee's report, the Secretary shall, before November 1, notify each member in writing of the candidates so nominated. (c) Additional nominations may be made at any meeting held prior to November 20 or in writing by November 20, provided that the person so nominated accepts when his or her name is proposed, and provided further that if the proposed candidate is not in attendance at this meeting, his or her proposer shall present to the Secretary a written statement from the proposed candidate signifying his or her 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) Nominations cannot be made at the Annual Meeting or in any manner other than as provided in this Section.
ARTICLE VI COMMITTEES
SECTION 1: COMMITTEE APPOINTMENTS: The Board may, each year, appoint standing committees to advance the work of the Club in such matters as shows, obedience trials, field trials, hunting and tracking tests, 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: COMMITTEE TERMINATIONS: 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 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: 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 Secretary together with a deposit of $10.00 which will 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 conduct prejudicial to the best interest of the Club or the breed. If the Board entertains jurisdiction of the charges, it shall fix a date for a hearing by the Board not less than three (3) weeks nor more than six (6) weeks thereafter. The 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 or her own defense and bring witnesses if he or she wishes.
SECTION 3: BOARD HEARING: The Board shall have complete authority to decide whether counsel may attend the hearing, but both complainant and the defendant shall be treated uniformly in that regard. Should the charges be sustained, after hearing all the evidence and testimony presented by the complainant and the 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 (6) 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 or 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 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 recommendations as provided for 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 recommendations. The defendant shall have the privilege of appearing in his or her behalf though no evidence shall be taken at the 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 or her own behalf if he or she wishes. The members shall then vote by secret, written ballot on the proposed expulsion. A 2/3 vote of those present and voting at this meeting shall be necessary for expulsion. If expulsion is not so voted, the Board's suspension must stand.
ARTICLE VIII AMENDMENTS
SECTION 1: PROPOSAL OF AMENDMENTS: Amendments to the Constitution and Bylaws may be proposed by the Board of Directors or by written petition addressed to the Secretary signed by twenty (20%) percent 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 (3) months of the date when the petition was received by the Secretary. Amendments to the Constitution and Bylaws may be proposed by the Board of Directors or by written petition addressed to the Secretary signed by twenty (20%) percent 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 (3) months of the date when the petition was received by the Secretary.
SECTION 2: VOTING ON AMENDMENTS OR ACCEPTANCE OF AMENDMENTS: The constitution and bylaws may be amended by a 2/3 vote of the members present and voting at any regular or special meeting called for the purpose, provided the proposed amendments have been included in the notice of the meeting and sent to each member at least two weeks prior to the date of the meeting.
ARTICLE IX 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 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 X ORDER OF BUSINESS
SECTION 1: CLUB MEETINGS - ORDER OF BUSINESS 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:
Minutes of Last Meeting
Report of the President
Report of Secretary
Report of Treasurer
Report of Committees
Election of Officers and Board (at Annual Meeting)
Election of New Members
SECTION 2: BOARD MEETINGS - ORDER OF BUSINESS At meetings of the Board, the order of business, unless otherwise directed by majority vote of those present, shall be as follows:
Reading of the Minutes of Last Meeting
Report of Secretary
Report of Treasurer
Report of Committees
ARTICLE XI 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 bylaws and any other special rules of order the Club may adopt. Revised 3/2011