Bylaws

CONSTITUTION AND BYLAWS

of the

GREEN MOUNTAIN DOG CLUB, INC.

Member of the American Kennel Club

As Amended May 16, 2016

CONSTITUTION

ARTICLE 1

Name and Objects

Sec. 1.             The name of the club shall be the Green Mountain Dog Club.

Sec. 2.             The objects of the Club shall be:

  • to further the advancement of all breeds of pure-bred dogs;
  • to urge members and breeders to accept the standards of the breeds as approved by the American Kennel Club as the only standards of excellence by which all of the breeds shall be judged;
  • to do all in its power to protect and advance the interests of pure-bred dogs by encouraging sportsmanlike competition at dog shows, obedience trials and field events.
  • go conduct, as appropriate, sanctioned matches, licensed shows, obedience trials and field events under the rules of the American Kennel Club;
  • to encourage interest in the humane welfare of all animals.

Sec. 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 benefit of any member or individual.

Sec. 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.

BY LAWS

ARTICLE 1

Membership

Sec. 1              Eligibility       There shall be four types of membership open to persons who are in good standing with the American Kennel Club and who subscribe to the purposes of this Club:

  • Regular Membership – open to all persons 18 years of age and older who shall enjoy all  the privileges of the Club including voting and holding office;
  • Lifetime Membership – may be granted to long time, active dedicated members of the Club, who are in good standing with the American Kennel Club.  This type of membership may be conferred at the discretion and upon recommendation of the Board of Directors, and by affirmative vote of a majority of the membership at a regular membership meeting.  Lifetime members shall not be subject to annual dues and shall have all rights and privileges of regular membership, including voting rights and the right to be an officer or director of the Club.
  • Honorary Membership – may be awarded to a person not necessarily a member of the Club, who has demonstrated outstanding service either to the Club or to the dog fancy in general.  This type of membership may be conferred at the discretion and upon recommendation of the Board of Directors, and by affirmative vote of a majority of the membership at a regular membership meeting.  Honorary membership shall not be subject to annual dues and shall not have voting rights or hold the position of an officer or director of the club, but shall enjoy all other rights and privileges of regular membership.
  • Junior Membership – open to all persons 10 – 17 years of age.  Junior members may not vote, hold office, nor be a director of the Club.  At age 18, a junior member in good standing may become a regular member.

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.

Sec. 2              Dues                Membership dues shall be as determined by the Board at its annual meeting, and shall be due and payable on or before the first day of January in each year.  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 or her dues for the ensuing year.

Sec. 3              Election to Membership,        Any person who desires to apply for membership in the Green Mountain Dog Club shall attend at least two club functions, of which at least one must be a regular meeting, prior to submitting their application for membership to the Club.

                        Application for membership shall be made on a form as approved by the Board of Directors and which shall provide that the applicant agrees to abide by these constitution and bylaws 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 of the Club, not of the same family or household, who are in good standing.

                        Accompanying the application, the prospective member, shall submit dues payable for the current year or pro-rated if six months into the current year.

                        All applications are to be filed with the Secretary 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 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.

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

Sec. 4              Termination of Membership – memberships may be terminated:

  • 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 each fiscal year.
  • by lapsing:  A membership will be considered 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 60 days of grace to such delinquent members in meritorious case.  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.
  • by expulsion:  A membership may be terminated by expulsion as provided in ARTICLE VI of these constitution and bylaws.

ARTICLE II

Meetings and Voting

Sec. 1              Meeting Notification – Clubs may send members notification of Club meetings (also included would be dues notices; minutes and newsletters) and board members notification of board meetings via email provided that:

                                    The member or Board member has signed an authorization agreeing to this method of communication.  Such authorization, which is revocable, will also release the Club from any liability should the notification be received late or not received by the member or board member due to circumstances beyond the Club’s control.

Sec. 2              Regular Club Meetings – Meetings of the Club shall be held in the greater Montpelier area (at least six times per year), at such hour, place and date as may be designated by the Board of Directors.  Written notice of each such meeting shall be provided by the Secretary at least 10 days prior to the date of the meeting.  The quorum for such meetings shall be 20 percent of the members in good standing.

Sec. 3              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 members of the Club who are in good standing.  Such special meetings shall be held in the greater Montpelier area at such hour, place and date as may be designated by the person authorized herein to call such meetings.  Written notice of such a meeting shall be provided by the Secretary at least five days and not more than fifteen days prior to the date of the meeting, and such notice shall state the purpose of the meeting and no other Club business may be transacted thereat.  The quorum for such meetings shall be 20 percent of the members in good standing.

Sec. 4.             Board Meetings – Meetings of the Board shall be held in the greater Montpelier area (at least six times per year), at such hour, place and date as may be designated by the President or a majority vote of the Board.  Written notice of each such meeting shall be provided by the Secretary at least 10 days prior to the date of the meeting.  The quorum for such a meeting shall be a majority of the Board.

Sec. 5.             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 three members of the Board.  Such special meetings shall be held in the greater Montpelier area at such hour, place and date as may be designated by the person authorized to call such meetings.  Written notice of such meetings shall be provided by the Secretary at least 5 days and not more than 10 days prior to the date of the meeting.  Any such notice shall state the purpose of the meeting and no other Club business shall be transacted thereat.  A quorum for such a meeting shall be a majority of the Board.

Sec. 6.             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 they are present.  Proxy voting will not be permitted at any Club meeting or election.

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ARTICLE III

Director and Officers

Sec. 1.             Board of Directors – The Board shall be comprised of the President, Vice-President, Treasurer, Secretary, Corresponding Secretary and six other persons all of whom shall be members in good standing.  All officers shall be elected at the Club’s annual meeting for one-year terms, as provided in ARTICLE IV, and shall serve until their successors are elected.  Directors shall be elected to serve two-year terms in alternating classes of three.  General management of the club’s business shall be entrusted to the Board of Directors.

An officer or director of the club who fails to attend three (3) consecutive meetings of the Board without just cause shall be considered as vacating the official position.

An officer or director may be removed from office pursuant to Vermont State Law as it applies to the club.           

Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board consent by email, fax or telephone to the adoption of a resolution authorizing the action.  The resolution and the consents by the members of the Board will be filled with the minutes of the next Board meeting.

Should provisions/requirements be made that state in order to do mail, fax, telephone, or email:  Every member must be provided with the means to participate. All Board members must agree to participate in this manner.

Sec. 2.             Officers – The Club’s officers, consisting of the President, Vice-President, Secretary, Corresponding Secretary and Treasurer shall serve in their respective capacities both with regard to the Club and its meetings and Board and its meetings.

  • 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 bylaws.
  • The Vice-President shall have the duties and exercise the powers of the President in the case of the President’s death, absence or incapacity.
  • The Secretary shall keep a record of all meetings of the Club and of the Board and all matters of which record shall be ordered by the Club; shall have charge of the correspondence; notify members of meetings; 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 constitution and bylaws.
  • The Corresponding Secretary shall assist the Secretary in any way designated by the Secretary, especially in attending to the correspondence of the Club.

(e)The Treasurer shall collect and receive all money due or belonging to the Club.  The Treasurer shall deposit the same in a bank satisfactory to the Board, in the name of the Club.  The books shall at all times be open to inspection to the Board and Treasurer shall report to them at every meeting the condition of the Club’s finances and every time of receipt and payment not before reported; and at the annual meeting the Treasurer shall render an account of all monies received and expended during the previous fiscal year.  The Treasurer shall submit the books to be audited by a committee of three members approved by the Board of Directors following the annual meeting.  The Treasurer shall be bonded in such amount as the Board shall determine.  During the month of November, the Treasurer shall send to each member a statement of his or her dues for the ensuing year.

Sec. 3.             AKC Delegate – At the first meeting of the newly elected Board, the officers and other members of the Board shall appoint a delegate to the American Kennel Club.  Such delegate must be a member in good standing of the Green Mountain Dog Club.  If such delegate is not an elected member of the Board of Directors, such delegate shall be appointed an Ex Officio member of the Board but shall not have voting rights at meetings of the Board and shall continue to serve until a successor is appointed.

Sec. 4.             Vacancies – Any vacancies occurring on the Board or among the offices 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 the 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 and Elections

Sec. 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.

Sec. 2.             Annual Meeting – The Annual Meeting shall be held in the month of October, at which time directors and officers for the ensuing year shall be elected by 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 30 days after the election.

Sec. 3.             Elections – The nominated candidate receiving the greatest number of votes for each office shall be declared elected.  The nominees for the three positions on the Board who receive the greatest number of votes for such positions shall be declared elected.

Sec. 4.             Nominations – No person may be a candidate in a Club election who has not been nominated.  During the month of June,the Board shall select a Nominating Committee consisting of three members and one alternate, not more than one of whom may be a member of the Board.  The Secretary shall immediately notify the committee members and alternates of their selection.  The Board shall name a Chairperson for the committee and it shall be the Chairperson’s duty to call a meeting on or before August  1st. The Nominating Committee may conduct its business by any appropriate means of communication.

  • The committee shall nominate one candidate for each office and three candidates for the three other positions on the Board, and, after securing the consent of each person so nominated, shall immediately report their nominations in writing to the Secretary no later than August 15th.
  • The Secretary shall at least 10 days before the September meeting notify each member in writing of the candidates so nominated by the committee.
  • Additional nominations may be made at the September meeting by any member in attendance provided that the person so nominated does not decline when his or her name is proposed, and provided further that if the nominee is not in attendance at this meeting, the nominee’s proposer shall present to the Secretary a written statement from the nominees signifying willingness to be a candidate.  No person may be a candidate for more than one position.
  • Nominations cannot be made at the annual meeting or in any other meeting other than as provided in this section.

ARTICLE V

Committees

Sec. 1.             The Board may each year appoint standing committees to advance the work of the Club in such matters as dog shows, field trials, obedience trials, obedience training, trophies, membership and other fields which may be well 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.

Sec. 2.             Any committee appointed may be terminated by a majority vote of the full membership of the Board upon written notice to the appointee, or by written resignation; and the Board may appoint successors to those persons whose service has been terminated.

ARTICLE VI

Discipline

Sec. 1.             American Kennel Club Suspension – Any member who is suspended from privileges of the American Kennel Club automatically shall be suspended from and of privileges of this Club for a like period.

Sec. 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 $10.00 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 interest of the Club.  If the Board considers that the charges do not allege conduct 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 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.

Sec. 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 having all evidence and testimony presented by the complainant and defendant, the Board may by a majority vote of those present suspend the defendant form 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 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 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.

Sec. 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 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 written ballot on the proposed expulsion.  A two-thirds vote of those present and voting at the meeting shall be necessary for expulsion. If expulsion is not voted, the Board’s suspension shall stand.

ARTICLE VII

Amendments

Sec. 1.             Amendments to the constitution and bylaws may be proposed by the Board of Directors or by a written petition addressed to the Secretary signed by 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 months of the date when the petition was received by the Secretary.

Sec. 2.             The constitution and bylaws may be emended by a two thirds vote of the members present and voting at any regular or special meeting called for that purpose, provided the proposed amendments have been included in the notice of the meeting and provided to each member at least two weeks prior to the date of the meeting.  Voting on amendments must be in person, mail balloting is not permitted.

Sec. 3.             As a member club of the American Kennel Club, no amendment to the constitution and bylaws that is adopted by the Club shall become effective until it has been approved by the Board of Directors of The American Kennel Club.

ARTICLE VIII

Dissolution

Sec. 1.             The Club may be dissolved at any time by the written consent of not less than two-thirds of the members.  In the event of the dissolution of the Club other than for purposes of reorganization whether voluntary or involuntary by operation of law, none of the property of the Club nor any proceeds thereof not 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

Sec. 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 the last meeting

                                                Report of the President

                                                Report of the Secretary

                                                Report of the Treasurer

                                                Report of the Committees

                                                Report of the AKC Delegate

                                                Election of Officers and Board

                                                (at annual meeting)

                                                Election of New Members

                                                Unfinished Business

                                                New Business

                                                Adjournment

Sec. 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

                                                Report of Committees

                                                Unfinished Business

                                                New Business

                                                Adjournment

ARTICLE X

Parliamentary Authority

Sec. 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 those constitutions and bylaws and any special rules of order the Club may adopt.