Constitution & Bylaws

CONSTITUTION

ARTICLE I. NAME AND PURPOSE

SECTION 1. NAME

The name of the club shall be the Terrier Association of Oregon.

SECTION 2. PURPOSE OF THE CLUB

     A     To further the advancement of all purebred terrier breeds and to encourage and promote quality in breeding purebred terriers.

     B     To do all in the club’s power to protect and advance the interest of purebred terriers and to encourage sportsmanlike conduct at dog shows and obedience trials.

     C     To conduct sanctioned matches, dog shows, and obedience trials under the rules of the American Kennel Club.

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 donation 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 bylaws as may be required to carry out these objects.

BYLAWS

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 purpose of this club. While membership is to be unrestricted as to residence, the club’s primary purpose is to be representative of terrier breeders and exhibitors in the club’s immediate area. Members of the club shall be elected by a vote of two-thirds of the members present at any regular meeting.

     A     Regular Members: Membership shall be open to any interested person at least 18 years old, who is in good standing with the American Kennel Club, and

          subscribes to the purposes of the club and is an applicant elected in accordance with Section 3 hereof.

     B     Junior Members. Junior membership shall be open to persons ten (10) through seventeen (17) years of age. Junior members may not vote or hold office. They

          may automatically convert to regular membership upon reaching their 18th birthday.

     C     Life Members: Life members, shall be in good standing with the American Kennel Club, shall have the same voting privileges as any other regular member,

          shall be subject to the same rules, and shall subscribe to the purposes of the club, but shall pay no annual dues for the duration of their membership.

SECTION 2. DUES

Membership dues shall not exceed $25.00 per year per person, and are payable on or before the 1st day of March 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 owing for the ensuing year.

SECTION 3. ELECTION OF MEMBERSHIP

Each prospective member shall attend two (2) meetings prior to submission of a membership application on a form as approved by the club's Board of Directors and which shall provide that the applicant agrees to abide by these Constitution and Bylaws and the rules of the Terrier Association of Oregon and the American Kennel Club. The application shall state the name and address of the applicant and it shall carry the endorsement of two members. Accompanying the application, the prospective member shall submit dues payment for the current year. All applications are to be filed with the Membership Chairman and each application is to be read at the first meeting 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 months after such rejection.

SECTION 4. TERMINATION OF MEMBERSHIP

Membership may be terminated by:

     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. Dues obligations are considered a debt to the club and they become incurred on the first day of March of each year.

     B     By Lapsing. A membership will be considered lapsed and automatically terminated if such member's dues remain unpaid for 90 days after the first day of

          January of each year. The Board of Directors, however, 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 Bylaws.

ARTICLE II. MEETINGS AND VOTING

SECTION 1. CLUB MEETINGS

All club meetings shall be held within the greater Oregon City, Oregon area. The day of the month, location, and time of day for the meeting shall be designated by the Board of Directors. Notice of each such meeting shall be sent via email or USPS by the Secretary at least 5 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 within the greater Oregon City, Oregon area at such place, time, and date as may be designated by the person or persons authorized herein to call such meetings. Notice of such a meeting shall be sent via email or USPS 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 OF DIRECTORS MEETINGS

Meetings of the Board of Directors shall be held in or within the greater Oregon City, Oregon area or via telephone conference call or via video conference at least quarterly at such time and day of the month as may be designated by the Board. Notice of each meeting shall be sent via email or USPS by the Secretary at least 5 days prior to the date of the meeting. The quorum for such meetings shall be a majority of the Board.

SECTION 4. SPECIAL BOARD MEETINGS

Special club meetings of the Board of Directors may be called by the President. The Secretary shall, upon written request signed by at least three members of the Board of Directors, provide notice via email or USPS of such meeting at least 5 days and not more than 10 days prior to the meeting date. Any such notice shall state the purpose of the meeting, and no other club business may be transacted thereat. Such special meeting shall be held within the greater Oregon City, Oregon area at the place, date, and hour designated by the person authorized to call such special meeting. The quorum for such a meeting shall be a majority of the Board members.

SECTION 5. VOTING

Each regular/life 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 or absentee ballot will not be permitted at any club meeting or election.

ARTICLE III. DIRECTORS AND OFFICERS

SECTION 1. BOARD OF DIRECTORS

The Board of Directors shall consist of at least the President, Vice President, Secretary, Treasurer, the immediate past President, and two non-officer members. All members of the Board of Directors shall be members in good standing. The non-officer members shall be elected by the membership and shall serve two (2) year terms, with one of such members being elected each year. All members of the Board of Directors shall serve until their successors are elected at the club's annual meeting as provided in Article IV. All members of the Board of Directors shall enjoy equal voting privileges. General management of the club's affairs shall be entrusted to the Board of Directors.

SECTION 2. OFFICERS

The club's officers shall consist of at least the President, Vice President, Secretary and Treasurer. These officers shall serve in their respective capacities with regard to the club and club meetings, and also with regard to the Board and board meetings.

     A     The President shall preside at all meetings of the club and of the Board, and shall have 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 absence, incapacity, or death.

     C     The 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. The Secretary

          shall keep a complete and accurate roll of the membership, together with their addresses and phone numbers where possible.

     D     The Treasurer shall collect and receive all moneys due or belonging to the club. The Treasurer shall deposit all money in a banking institution designated by the

          Board, and approved by the membership. The Treasurer's books shall be open at all times for inspection by the Board and he shall report at every meeting of

          the Board the condition of the club's finances and every item of receipt and payment. At general membership meetings the Treasurer shall make a brief report

          giving the condition of the club's finances. At the annual meeting the Treasurer shall render an account of all moneys received and expended during the

          previous fiscal year which has been audited by both the President and the Secretary of the club. As a protection to the club, as well as that Officer, the

          Treasurer shall be bonded in such an amount as may be determined by the Board with the expense to be borne by the club.

SECTION 3. VACANCIES

Any vacancies occurring on the Board of Directors or among the club 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 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 of the Vice President shall be filled by the Board of Directors.

ARTICLE IV. 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 March at which officers and directors 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 conclusion of the election and each retiring officer shall turn over to his successor in office all properties and records relating to that office within 30 days after the election.

SECTION 3. ELECTIONS

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

SECTION 4. NOMINATIONS

No person may be a candidate for office in a club election who has not been nominated.

     A     The annual meeting shall be held in the month of March at which officers and directors 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 conclusion of the election and each retiring officer shall turn over to his

          successor in office all properties and records relating to that office within 30 days after the election.

     B     The committee shall nominate one candidate for each office. After securing the consent to serve from each person nominated, the committee shall immediately

          provide a report to the Secretary in writing.

     C     Upon receipt of the nominating committee's report, the Secretary shall notify membership in writing of the candidates so nominated before the February

          meeting.

     D     Additional nominations may be made at the February meeting by any member in attendance provided that the person so nominated does not decline when his

          name is proposed. 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 by the nominating committee.

     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. STANDING COMMITTEES

The Board of Directors may each year appoint standing committees to advance the work of the club in such matters as dog shows, obedience trials, annual prizes, trophies, memberships and other fields which may well be served by committees. Such committees shall always be subject to the final authority of the Board. Special projects committees may be appointed by the Board of Directors to serve on special projects.

SECTION 2. TERMINATION OF STANDING COMMITTEES

Any committee appointment may be terminated by a majority vote of the full membership of the Board of Directors upon written notice to the appointee; and the Board of Directors may appoint successors to those persons whose services have been terminated.

ARTICLE VI. DISCIPLINE

SECTION 1. AMERICAN KENNEL CLUB SUSPENSION

Any member who is suspended from the privileges of the American Kennel Club shall be automatically suspended from the privileges of this club for a like period of time.

SECTION 2. CHARGES

Any member may prefer charges against another 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 $25.00 which may be forfeited if such charges are not sustained by the Board of Directors following a hearing. The Secretary shall promptly send a copy of the charges to each member of the Board or present them at the first Board meeting. The Board of Directors shall first consider whether the actions alleged in the charges, if proven, might constitute conduct prejudicial to the best interest of the club. If the Board of Directors considers that the charges do not allege conduct which would be prejudicial to the best interest of the club it may refuse to entertain jurisdiction. If the Board of Directors entertains jurisdiction of the charges it shall fix a date for a hearing by the Board not less than 3 weeks nor more than 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 of Directors may, by 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. If the Board of Directors deems the punishment insufficient, it may also recommend to the membership that the penalty be expulsion. In such a 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 of Directors recommendation. Immediately after the Board of Directors has reached a decision, its findings shall be put in written form and filed with the Secretary who in turn shall notify each of the parties of the Board of Directors' 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 of Directors hearing, and with the Board of Directors 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 of Directors' 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 of Directors' findings and recommendations, and shall invite the defendant, if present, to speak in his own behalf if he wishes. The meeting 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 of Directors' suspension shall stand.

ARTICLE VII. AMENDMENTS

SECTION 1. AMENDMENTS TO THE CONSTITUTION AND BYLAWS

Amendments to the Constitution and Bylaws may be proposed by the Board of Directors or a written petition proposing amendments to the Constitution and Bylaws may be addressed to the Secretary signed by twenty percent of the membership in good standing. Amendments proposed by such a petition shall be promptly considered by the Board of Directors whereupon the Board of Directors shall develop a recommended action for the membership. A vote of the proposed amendments to the Constitution and Bylaws by the membership must occur within three months of the date when the Secretary receives the petition.

SECTION 2. AMENDMENT ADOPTION

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 that purpose. Each member shall be notified in writing at least two weeks prior to the date of the meeting that the proposed amendments are to be considered. NO AMENDMENT TO THE CONSTITUTION AND BYLAWS THAT IS ADOPTED BY THE CLUB SHALL BECOME EFFECTIVE UNTIL IT HAS BEEN APPROVED BY THE AMERICAN KENNEL CLUB.

ARTICLE VIII. DISSOLUTION

SECTION 1. DISSOLUTION

The club may be dissolved at any time by 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 the 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 IX. ORDER OF BUSINESS

SECTION 1. GENERAL MEMBERSHIP MEETINGS

At meetings of the club's membership the order of business, so far as the character and nature of the meeting may permit, shall be as follows:

          - Roll Call

          - Introduction of guests

          - Report of the minutes of the last meeting

          - Report of the president

          - Report of correspondence received by the Secretary

          - Report of the Treasurer

          - Report of the committees

          - Election of officers and board members (at annual meeting)

          - Unfinished business

          - New business

          - Election of new members

          - Adjournment

SECTION 2. MEETINGS OF THE BOARD OF DIRECTORS

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

          - Reading of the minutes of the last meeting

          - Report of the Secretary

          - Report of the Treasurer

          - Report of the committees

          - Unfinished business

          - New business

          - Adjournment

ARTICLE XI. PARLIAMENTARY AUTHORITY

SECTION 1. RULES OF ORDER

The rules contained in Robert's Rules of Order, latest revision, shall govern the Terrier Association of Oregon where they are applicable; and where they are not inconsistent with the Constitution and Bylaws or any other special rules of order the club may adopt.