Havana Silk Dog Association of America
Constitution and Bylaws
Approved June 8, 2007
Constitution
ARTICLE 1: Name and Objects
SECTION 1: The Name of the Club shall be:
The Havana Silk Dog Association of America.
SECTION 2: The objects of the Club shall be:
- To promote the public’s knowledge of dogs in general and Havana Silk Dogs in particular;
- To do all possible to promote, preserve, and protect the rights and obligations of responsible ownership of dogs in general and Havana Silk Dogs in particular;
- To produce, publish, and distribute to the general public educational materials about the proper care, treatment, breeding, health, development, and training of Havana Silk Dogs;
- To establish a Registry of only those health-screened and sound dogs displaying original Cuban breed type in order to promote and facilitate the careful restoration and preservation of Cuba’s only native breed;
- To encourage rigid selection away from the chondrodysplastic phenotype which has been shown to be associated with serious and life-threatening health problems in the breed;
- To acknowledge and advance the role of a parent club in providing education, health research, and support of rescue and reduction of overpopulation for the benefit of the general public, purebred dogs, and Havana Silk Dogs in particular;
- To acknowledge Cuba as the country of origin of the Havana Silk Dog;
- To otherwise preserve and protect the Havana Silk dog and do all things possible to bring its natural qualities to perfection;
- To conduct activities including companion dog events, specialty shows, performance events, herding trials, and other such activities as may be held under the rules of the American Kennel Club;
- To urge members and breeders to accept the Havana Silk Dog standard as the only standard of excellence by which the Havana Silk Dog should be judged.
- To urge the American Kennel Club to accept the Havana Silk Dog (registered in its country of origin as the Bichon Habanero) as a breed separate and distinct in both form and character from the Havanese, a purely American breed developed in part from the original dog of Havana.
- To encourage the establishment and recognition of local clubs to educate the public about responsible ownership of dogs in general, Havana Silk Dogs in particular, and to encourage local clubs to provide both fun and educational opportunities for owners and prospective owners of Havana Silk Dogs in particular, as an avenue to developing their long-term involvement in the Sport of Dogs. .
SECTION 3. 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 benefits 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.
ARTICLE II
Membership
SECTION 2.
A. Regular Membership-open to all person 18 years of age or older who are residents of the United States, in good standing with the American Kennel Club, who own an HSDAA registered Havana Silk Dog, and who display a sincere, continuing interest in bettering the breed and who subscribe to the objects of the Club.
B. Associate Membership-open to persons 18 years or older who are interested in the Havana Silk Dog and subscribe to the objects of the club.
Associate Members shall be entitled to all privileges of the Club except that they shall not be permitted to vote, hold office, or be counted in a quorum.
C. International Memberships-are available to all parties outside the United Sates who are interested in the Havana Silk Dog and who subscribe to the objects of the club, they will be entitled to all Club privileges, except that they shall not be permitted to vote, hold office, or be counted in a quorum.
D. Honorary Memberships-The Board of Directors may confer an honorary membership in the Club on any person for meritorious action benefiting the Havana Silk Dog breed. Such honorary memberships shall be entitled to all privileges of the Club except that they shall not be permitted to vote, hold office, or counted in a quorum. Honorary members will not be required to pay dues. Honorary members shall be elected by an affirmative vote of 2/3rds of the Board of Directors.
SECTION 2.Dues. Membership dues shall not exceed $75.00 per year, payable on or before the 1st day of January of each year. No member may vote whose dues are not paid for the current year. During the month of January, the Treasurer shall send to each member a statement of 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 the constitution and by-laws and the rules of The American Kennel Club. The application shall state the name and address of the applicant and it shall carry the endorsement of two (2) members in good standing. Accompanying the application, the prospective member shall submit dues payment for the current year. Any dues paid in the 4th quarter shall carry over to include the following year.
All applications are to be filed with the Secretary and each application is to be read at the first meeting of the Board of Directors following its receipt. The Secretary shall mail or email a listing of all applicants to all Club members in good standing prior to the Board meeting in order to solicit membership comment. At the next meeting of the Board of Directors the application will be voted upon and affirmative votes of 2/3 of the members present and voting by secret ballot at that meeting shall be required to elect the applicant. The Board of Directors may conduct its business by mail, email, FAX or conference call.
Applications 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 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 as lapsed and automatically terminated if such member’s dues remain unpaid sixty (60) days after the first day of the fiscal year; however, the Board may grant an additional thirty (30) 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 VII of these bylaws.
ARTICLE III
Meetings and Voting
SECTION 1. Annual Meeting. The Annual Meeting shall be held in conjunction with the Club’s National Specialty, if possible. Written notice of such meeting shall be mailed by the Secretary at least 30 days prior to the date of the meeting. Written notification can be provided by mail, email or through publication in the National Specialty Premium List. The quorum for such meetings shall be twenty (20) percent 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. 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 a meeting shall be mailed by the Secretary at least fifteen (15) days and not more than thirty (30) days prior to the date of the meetings, 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 members in good standing.
SECTION 3. Board Meetings. Meetings of the Board of Directors shall be held as required at such hour and place as may be designated by the Board. Written notice of each such meeting shall be mailed by the Secretary at least fifteen (15) 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 three (3) members of the Board. Such special meetings shall be held 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 mailed by the Secretary at least fifteen (15) days and not more than thirty (30) 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 5. Voting. 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 is present (except Associate and International Members). 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 officers elected for a two (2) year term and five (5) other persons , all of whom shall be members in good standing and all of whom shall be elected for four (4) year terms. The at large Directors shall serve staggered terms, with two (2) of the directors positions selected in the bi-annual election. Three (3) at large Directors will be selected in the following bi-annual election. General management of the Club’s affairs shall be entrusted to the Board of Directors. The Board of Directors may conduct its business by mail, email, FAX or conference call.
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 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 keep a record of all meetings of the Club and of the Board and of all matters of which a record shall be ordered by the Club; 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 by-laws.
D. 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 be bonded in such amount as the Board of Directors shall determine.
E. Corresponding Secretary shall reply to all correspondence for the Club and all inter-club correspondence.
F. AKC Delegate/AKC Liaison shall be elected to a four (4) year term and shall be elected at the club’s Annual Meeting as provided in Article V. The Delegate shall report to the Club all actions and matters discussed at the AKC quarterly meetings. The Delegate must attend a minimum of two (2) Delegate meetings in each calendar year. In the event the aforementioned stipulations are not met, the Board shall appoint a successor. The Delegate/Liaison shall be considered an officer of the club, and serve on its Board of Directors.
SECTION 3. Vacancies. Any vacancies occurring on the Board or among the offices during the year shall be filled until the next election by a majority vote of all the remaining 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. The Board may remove a sitting Board member for a pattern of repeated failure to attend Board meetings, or by a no confidence vote of 2/3rds of the remaining members of the Board; in both cases the Board will fill such vacancy by the method described above.
ARTICLE V
The Club Year, Annual Meeting, Elections
SECTION 1. Club Year. The Club’s fiscal year shall begin on the first day of January and end on the last day of December.
SECTION 2. Voting. 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 bi-annual election of Officers, and Directors and amendments to the Constitution and By-Laws and the Standard for 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. Election. The Election of Officers and Directors shall be conducted by secret ballot. Ballots to be valid must be received by the Recording Secretary (or independent professional firm designated by the Board) by November 15th. Ballots shall be counted by three 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.
The person receiving the largest number of votes for each position 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 a manner provided by Article IV, Section 3.
SECTION 4. Nominations and Ballots. No person may be a candidate in a Club election who has not been a member in good standing for two full years immediately prior to election in accordance with these By-Laws. A Nominating Committee shall be chosen by the Board of Directors before July 15th. The Committee shall consist of three members from different areas of the U.S.A., and two alternates, all members in good standing two full years immediately prior to elections, no more than one of whom may be a member of the current Board of Directors. The Board shall name a Chairman for the Committee. The Nominating Committee may conduct its business by mail, email or conference call.
(a) The Nominating Committee shall nominate from among the eligible members of the Club, one candidate for each office and for each other position on the Board of Directors and shall procure the acceptance of each nominee so chosen.
The Committee should consider geographical representation of the membership on the Board to the extent that it is practical to do so. The Committee shall then submit its slate of candidates to the Recording Secretary who shall mail the list, including the full name of each candidate and the State in which he resides, to each member of the Club on or before August 15th, so that additional nominations may be made by the members if they so desire.
(b) Additional nominations of eligible members may be made by written petition addressed to the Recording Secretary and received at his regular address on or before September 30th, signed by no less than 10% of the members eligible to vote and accompanied by the written acceptance of each such additional nominee signifying his willingness to be a candidate. No person shall be a candidate for more than one position.
(c) If no valid additional nominations are received by the Recording Secretary on or before September 30th, the Nominating Committee’s slate shall be declared elected, and no balloting will be required.
(d) If one or more valid nominations are received by the Recording Secretary on or before September 30th, he (or an independent professional firm designated by the Board) shall, on or before October 15th, mail to each member in good standing a ballot listing all of the nominees for each position in alphabetical order with the names of the States in which they reside, together with a blank envelope and a return envelope addressed to the Recording Secretary (or designated professional firm) marked “Ballot” and bearing the name of the member to whom it was sent. So that the ballots may remain secret, each voter, after marking his ballot, shall seal it in the blank envelope addressed to the Recording Secretary (or designated professional firm). The inspectors of election (or designated professional firm) shall check the returns against the list of members whose 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 in the next Club newsletter..
(e) Nominations cannot be made at the Annual Meeting or in any manner other than as provided above.
ARTICLE VI
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 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. Written charges with specifications must be filed in duplicate with the 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 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. 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 (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 own defense and bring witnesses if he wishes.
SECTION 3. 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 (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 fellow members at the ensuing 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 sixty (60) days but not earlier than thirty (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 VIII
Amendments
SECTION 1. Amendments to the constitution and by-laws (and to the Standard for the Breed) 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. The constitution and by-laws or the Standard for the Breed may be amended at any time provided a copy of the proposed amendment has been mailed by the Recording Secretary to each member id good standing on the date of the mailing, accompanied by a ballot on which he may indicate his choice for or against the action to be taken. Dual envelope procedures described in Article V Section 4 (d.) shall be followed in handling such ballots, to ensure the secrecy of the vote. Notice with such ballot shall specify a date not less than 30 days after the date of mailing by which date the ballots must be returned to the Recording Secretary to be counted. The favorable vote of 2/3rds of the members in good standing, who return valid ballots, within the time limit shall be required to effect any such amendment.
For a Club, which is a member of The American Kennel Club this Article should also have a Section 3 to read as follows:
“No amendment to the constitution and by-laws that is adopted by the Club shall become effective until it has been approved by the Board of Directors of The American Kennel Club.”
since the by-laws of The American Kennel Club require such approval.
ARTICLE IX
Dissolution
SECTION 1. The Club may be dissolved at any time by the written consent of not less that 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. 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
New 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
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 by-laws and any other special rules of order the Club may adopt.