Constitution and By-Laws of the

Cuyahoga Valley Golden Retriever Club

Article I Name and Objects

Section 1. The Name of the club shall be Cuyahoga Valley Golden Retriever Club, Inc.

Section 2. The objects of the club shall be:

To encourage and promote quality in the breeding of purebred Golden Retrievers and to do all possible to bring their natural abilities to perfection.

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 Golden Retriever shall be judged.

To do all in its power to protect and advance the interest of the breed by encouraging sportsmanlike competition at dog shows, field trials, hunting tests, tracking, obedience trials and agility trials.

To conduct sanctioned matches and specialty shows, hunting tests, tracking, obedience trials and agility trials, under the Rules and Regulations of the American Kennel Club.

Section 3. The club shall not conduct or operate 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. 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 three types of membership open to all persons who are in good standing with the American Kennel Club and who subscribe to the purposes of this Club.

a. Regular Membership (Individual) Any person 18 years of age or over. Enjoys all club privileges including the right to vote and hold office.

b. Junior Membership: Open to children 8 years – 18 years. This type of membership does not include voting privileges, nor may any junior become an officer or an official member of the Board of Directors.

c. Lifetime membership

May be conferred upon any regular member in recognition of service to the Club. After unanimous recommendation by the Board, the affirmative vote ninety percent of the members in attendance at a regular meeting of the Club, at which such membership is considered, shall be required to elect a life member. Life Members, pay no dues, but may enjoy all the privilege of the Club, including voting and holding office.

d. Honorary membership

May be conferred upon any person in recognition of service to the Club. After unanimous recommendation by the Board, the affirmative vote ninety percent of the members in attendance at a regular meeting of the Club, at which such membership is considered, shall be required to elect an Honorary member. Honorary members pay no dues, nor may they vote or hold office. However, Honorary Members can maintain a regular membership if they pay dues.

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.

Section 2. Dues. Membership dues shall be set by the Board and be no more than $50.00 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 November, the Treasurer shall notify each member of his dues for the ensuring year.

Section 3. Election to Membership. A prospective member, after attending one (1) meeting shall submit his/her application by applying on a form as approved by the Board of Trustees. At which time the applicant agrees to abide by the Constitution and By-Laws and the rules of the Cuyahoga Valley Golden Retriever Club and the rules of the American Kennel Club. The one (1) meeting must be either a general membership meeting or a Board meeting and must have been attended within the last 12 months prior to application. Accompanying the application the prospective member shall submit dues payment for the current year. Applicants making applications on or after September 15th and submitting their dues payment therewith shall not be required to pay dues for the succeeding year. Applications are available through the membership chairman. Prospective members may file an application, which has the endorsement of two (2) members in good standing after attending one (1) meeting. After applicant has been published and has attended three (3) * meetings at which the applicant’s name is read (one meeting of which must be a board meeting), the application will be voted on at the next general membership meeting.

* Meetings are as such: (1) board meeting, and either two additional general meetings, or work on two chair approved functions or a combination thereof

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The application shall be turned into the membership committee chairperson, copies being provided to the recording secretary, treasurer and newsletter editor. At the first general membership meeting or Board meeting after applicant’s publication in the newsletter, the applicant’s name will be read and will continue to be read at each general membership meeting and each Board meeting thereafter until the applicant has been present for three (3) readings. One of the three meetings must be a Board meeting. Readings of the applicant’s name will be limited to twelve (12) consecutive months from the time of application. At the first subsequent general membership meeting (applicant need not be present), the application will be voted on by a silent ballot. An affirmative vote of 2/3 of the members present and voting at the meeting will be required to elect the applicant. Results of the election will be immediately sent to the applicant by the membership committee chairperson, copies being provided to the recording secretary the treasurer, and the newsletter editor. Applicants for membership who have been rejected by the Club may reapply within the next six (6) 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. 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 31 days after the first day of the fiscal year; however, the Board may grant an additional 60 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 the date of that meeting.

C. By expulsion. A membership may be terminated by expulsion provided in Article VI of these By-Laws.

Article II

Meetings and Voting

Section 1. General Membership Meetings. Meetings of the Club shall be held in the Greater Cleveland Ohio area of the fourth (4th) MONDAY IN FEB. APRIL, JUNE, AUGUST, OCTOBER AND NOVEMBER. At such hour and place as may be designated by the Board of Directors.

The Recording Secretary shall give notice of each such meeting at least 10 days prior to the date of the meeting. The quorum for each meeting shall be 20% of the members in good standing.

Section 2. Special General Membership 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 Recording Secretary upon receipt of a petition signed by five (5) members of the club who are in good standing. Such special meeting shall be held in the Greater Cleveland, Ohio area at such place, date and hour as may be designated by the person or persons authorized herein to call such meetings. Notice of such meeting shall be given by the Recording 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 treat. 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 Cleveland, Ohio on the 4th MONDAY OF JANUARY, MARCH, APRIL, MAY, JUNE, JULY, AUGUST, SEPTEMBER OCTOBER, AND NOVEMBER. At such hour, time and place as may designated by the person or persons authorized herein to call such meetings. Notice of such meeting shall be given by the Recording 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 treat. The quorum for such a meeting shall be a majority of the Board of Directors.

Section 4: Special Board Meetings. Special meetings of the Board may be called by the President, and shall be called by the Recording Secretary upon receipt of a written request signed by at least three (3) members of the Board. Such special meetings shall be held in the Greater Cleveland, Ohio area at such place, date, and hour as may be designated by the person(s) authorized herein to call such a meetings. Notice of the such meeting shall be given by the Recording 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 the 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 on each issue at any General or Special membership meeting at which he is present. Proxy voting will not be permitted at any club meeting or election.

Article III Trustees and Officers

Section 1. Board of Directors. The Board shall be comprised of the President, Vice-President, Recording Secretary, and Corresponding Secretary. Treasurer and four (4) trustees all of who shall be elected for terms as noted in Article IV, Section 3, 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 Trustees.

Section 2. Officers. The Club’s officers shall serve in their respective capacities both with regard to the Club and its meetings and the Board and its meetings.

The President shall preside at all meetings of the Club and 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 President’s death, absence of incapacity.

The Recording Secretary shall keep a record of all meetings of the Club and of the Board and of all matters of which the Club shall order a record. He/she shall have charge of the notification of all meetings of the Club and Board and carry out such other duties as are prescribed in these Constitution and By-Laws.

The Corresponding Secretary shall have charge of all other correspondence including the keeping of roll of the members of the Club with their addresses, and carry out such other duties as are prescribed in these Constitution and By-Laws.

The Treasurer shall collect and receive all monies due or belonging to the Club and shall deposit 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 shall be bonded in such amount, as the Board of Trustees shall determine.

 

Section 3. Responsibilities of Elected Officials. If an elected official does not attend a meeting over a four (4) month period of time without written explanation to the Board, the official will relinquish his/her position.

Section 4. Vacancies. Any vacancies occurring on the Board 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 creation of such a vacancy, or at a Special Board meeting called for that purpose; except that a vacancy in the office of 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. Club Year. The Club’s fiscal and official year shall begin on the 1st day of January and end on the 31st day December.

Section 2. Annual Meeting. The annual meeting shall be held in the month of November at which Trustees and officers for the ensuing year shall be elected from among those nominated in accordance with Section 4 of this Article. The elected officials shall take office on the first day of January following their election. Each retiring officer shall turn over to his or her successor in office all properties and records relating to that office within 30 days after the election.

Section 3. Elections, Method and Term of Office

The nominated candidate receiving the greatest number of votes for each office shall be declared elected.

Officers – All officers shall be elected for a term of one year.

Trustees- Four (4) trustees shall be elected to the Board of Directors. Two (2) trustees shall be elected on each even numbered year and two (2) elected on each odd numbered year. In each election year, the two (2) who receive the greatest number of votes shall be elected for a term of two (2) years.

A member to be eligible for the Board of Directors must have attended four (4) general membership, or Board Meetings in the past twelve (12) months. To be eligible for the office of President a member must have served a minimum of one year on the Board.

Section 4. Nominations. No person may be a candidate in a Club election who has not been nominated. During the month of August, the Board shall select a Nominating Committee consisting of three members and two alternates, not more than one of which may be a member of the Board. The Recording Secretary shall immediately notify the committeemen 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 September 15th.

The Committee shall nominate one candidate for each office and four candidates for trustees, and after securing the consent of each person so nominated, shall immediately report their nominations to the Recording Secretary in writing.

Upon receipt of the Nominating Committee’s report the Recording Secretary shall, before the October general membership meeting notify each member of the candidates so nominated.

Additional nominations may be made at the October meeting by any member in attendance providing that the person so nominated accepts when his/her name is proposed, and provided further if the proposed candidate is not in attendance at this meeting, his or her propose shall present to the Recording 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.

Nominations cannot be made at the Annual meeting or in any manner other than as provided.

Article V

Committees

Section 1. The board shall each year appoint standing committees to advance the work of the Club in such matters as shows, obedience trials, field trails, 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 maybe 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 whose service have been terminated.

Article VI Discipline

Section 1. American Kennel Club Suspension. Any member who is suspended from 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 interest of the Club or the breed. Written charges with specifications must be filed in the duplicate with the Recording Secretary together with a deposit of $25.00, which shall be forfeited if the Board following a hearing does not sustain such charges. 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 action 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 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 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 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 defendant shall be treated uniformly in that regard. Should the charges be sustained, after hearing all the evidence, the Board may by a majority vote of those present reprimand 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 cases, the reprimand shall not restrict the defendant’s right to appear before his or her fellow members at the ensuing Club meeting which considers the Board has reached a decision, its finding shall be put in written form and filed with the Recording Secretary. The Secretary, in turn, shall notify each of t he 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. The defendant shall have the privilege of appearing in his or her own behalf, though no evidence shall be taken at this meeting. The President shall read the charges and the Board’s findings and recommendation, and shall invite the defendant, if present, to speak in his or her own behalf if he or she 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 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 Recording Secretary for a vote within three months of the date when the Secretary received the petition.

Section 2. The Constitution and By-Laws may be amended by a 2/3 vote (secret ballot) 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 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 purposed 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 in good standing.

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 the President

Report of the Recording Secretary

Report of the Corresponding Secretary

Report of the Treasurer

Reports of Committees

Election of Officers and Board (at annual meeting)

Election of new members

Unfinished Business

New Business

Adjournment

In the case that both the President and Vice-President are unable to attend a meeting, a Board Member approved by a majority of the Board present shall conduct the meeting.

Article X 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 06/2005

On file with Barb McCauley