GERMAN SHEPHERD DOG CLUB OF ST. LOUIS, INC.
PROPOSED CONSTITUTION AND BYLAWS
REVISION DATE:
Article I - Name
and Objects
Section 1. The name of the Club shall be “The German Shepherd Dog Club of
St. Louis, Inc.”
Section 2. The objects of the Club shall be:
a) To encourage and promote
quality in the breeding of purebred German Shepherd Dogs and to do all possible
to bring their natural qualities to perfection.
b) To urge members and breeders to accept the standard
of the breed as adopted by The German Shepherd Dog Club of America and approved
by the American Kennel Club as the only standard of excellence by which the
German Shepherd Dog shall be judged.
c) To do all in its power to protect and advance
the interests of the breed by encouraging sportsmanlike competition at dog
shows, obedience trials and tracking tests.
d) To aid with every possible means in demonstrating
the German Shepherd Dog’s conspicuous ability as a companion, war, Red Cross,
police, herding, rescue dog and lead dog for the blind.
e) To conduct shows,
obedience trials, and any other events for which the club is eligible under the
rules and regulations of the American Kennel Club.
f) To publish literature and
periodicals in the interest of the German Shepherd Dog.
Section 3. The Club shall not be conducted or
operated for a profit and no part of any profits or remainder or residue from
dues or donations shall inure to 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.
Article II - Membership
Section 1. Types of Membership
a) Regular, Household,
Life, Honorary and Junior. Regular, Household, and Life members are entitled to
vote and hold office.
b) A regular member shall be a member of the Club who
has met all the requirements of Eligibility, who has previously been elected to
membership and has been a continuous member since election to membership.
A regular member shall have all rights and full voting privileges of the Club
providing the Regular Member is a member in good standing.
c) Household (family) shall be the
same as a regular member. Each family
member over the age of 18, who is in good standing is
entitled to (1) vote.
d) Honorary membership
may be awarded any person of good character who has rendered a valuable service
to the organization or to the German Shepherd Dog by 2/3 vote of the membership
at any regular meeting. Honorary members shall be exempt from payment of
dues and shall enjoy all privileges of the Club except they shall not be
entitled to vote or hold office, however, such
members can maintain regular (household) membership if they pay dues.
e) Lifetime membership for individuals who have been members for
at least 20 years may be awarded any person under special circumstances up to
the discretion of the Board of Governors by 2/3 vote of the Board of
Governors. A life member shall have all rights and full voting privileges
providing they are a member in good standing. They shall be exempt from
dues.
f) A
junior membership may be offered for those under the age of 18 and the dues
shall be waived. They cannot vote or hold office and may
automatically convert to regular membership upon reaching their 18th
birthday.
They will be subject to membership dues
on the following 1st of April after reaching their 18th
birthday.
g)
Definition of a member in good standing is one whose dues for the year are paid
and is not under suspension by the American Kennel Club.
Section 2. Eligibility
a) To be eligible, a person
must be 18 years of age or older (except for junior
membership), in good standing with the American Kennel Club, and
must subscribe to the purposes of the Club. 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.
b) Any application for membership cannot be considered
unless all previous debts to the Club have been paid.
Section 3. Election to Membership
a) All applications for Active
Membership must be in writing on the form provided and must be accompanied by
dues in advance for the first year or part year. All
dues and application fees shall be reviewed as deemed necessary by the Board of
Governors.
b) All applications for regular membership along with
each applicant’s legal signature must be submitted in person to the Secretary
at the regular monthly meeting. Two non-related members in good standing
must sponsor each applicant. 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.
c) The Secretary shall notify each new member of
his or her acceptance to membership within ten (10) days of such
acceptance. Each new member shall receive a membership card, a copy of
the Constitution and By-Laws and shall include copies of the Standard of the
German Shepherd Dog and the club’s Breeders
Code.
Section 4. Termination of
Membership. Membership may be terminated:
a) By
lapsing. A membership will be considered as lapsed and automatically
terminate if such member’s dues remain unpaid after
April 1. However, the board may
grant an additional 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.
b) By
expulsion. A membership may be terminated by expulsion as provided in
Article VII – Discipline of these by-laws.
Section 5. Member in Good Standing
A member in good standing is one whose dues for the
year are paid and is not under suspension by the American Kennel Club or the German Shepherd Dog
Club of St. Louis, Inc.
.
Article III - Meetings and Voting
Section 1. Club Meetings
a) The
annual meeting of the Club shall be held in the greater
b) The Club shall hold regular monthly membership
meetings except typically in August and December
on a date and time
at such places as may be set in the Greater
Section
2. Board Meetings
a) Meetings of the Board of Governors shall be held bi-monthly in
the Greater St. Louis area at such times and places as may be agreed upon by
the Board of Governors.
Board meetings may
be in conjunction with the regular club meeting, such that the Board meeting is
just before or just after the regular club meeting.
b) At all meetings of the Board of Governors, a
majority of the Governors in office must be present to constitute a quorum.
Section 3. Special Board Meetings
Special Board meetings may be called by the President; and shall be called by
the Secretary upon receipt of a written request signed by at least three
members of the board. Such special meetings shall be held in the Greater
St. Louis area 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 or emailed by the Secretary at least five days and not more than ten 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 there at. The quorum for such a
meeting shall be a majority of the board.
Section 4. Voting
a) At all meetings, voting shall be by voice vote of
the members present (except all such questions the manner of which is regulated
by the By-Laws) provided, however, that any qualified voter may demand a vote
by ballot; in which event, it shall be taken immediately. Proxy voting will not be permitted at any
club meeting or election.
b) Each member in good standing shall be entitled to
one vote on each issue at any meeting of the club at which he/she is present.
c) Voting at Annual Election. See Article
V, Section 4.
No absentee voting will be allowed under any circumstance.
Article IV - Directors and Officers
Section 1. Board of Governors
a) The government of this Club shall be vested in a
Board of Governors consisting of seven elected Governors, and the President,
the Vice-President, Secretary, Treasurer, Corresponding Secretary and the
immediate Past President who has served his full term. (In the event that
a President succeeds himself, there will be no Past President on the Board). When an immediate
past president serves on the board, he or she will retain full voting privileges.
b) General management of the
club’s affairs shall be entrusted to the Board of Directors. Funds of the Club shall be withdrawn from the
bank or banks with which they are on deposit by the signature of the
Treasurer or any other person or persons authorized by the Board of
Governors.
Section 2. Duties of Officers
a) The President, as chief executive officer of the
Club, shall preside at all meetings of the Board of Governors and of the
members of the Club, and shall perform all other duties customary and incident
to the office. At each Annual meeting of the
members, he shall present a report of the condition of the Club.
b) The Vice-President shall be an executive
assistant to the President and shall, in the absence or disability of the
President, perform all the duties of the
President.
c) The Secretary shall be responsible that
notice of all regular and special meetings be given to the membership.
(Notice by the Club newspaper shall be considered as notice of regular
meetings.) He shall keep a permanent record of the minutes of such
meetings. He shall notify all new members of their acceptance within ten
days thereof. He shall be custodian of all official records of the
Club. The Secretary, by the First of June, shall prepare and submit for
printing a complete and up to date roster. A list of all members in good
standing shall be compiled by the Secretary and made available to the
membership fifteen minutes prior to the January meeting. Also at the January
meeting, the secretary will maintain a listing (with consent forms) of all
members who have designated their willingness to receive emails in lieu of
postal mailings for club notifications.
d) The Treasurer shall issue notices of dues payable
and be responsible for the collection thereof, keep the books of the Club,
disburse funds necessary to meet the lawful obligations of the Club, and shall
report in detail on the financial condition of the Club at the Annual Meeting
and at such other times as directed by the Board of
Governors. The Treasurer receives all moneys due or belonging to the club and shall deposit
such in a bank designated by the board in the name of the club. A copy of the Treasurers report shall
be distributed to each member present at the Board of Governors meeting.
e) The Corresponding Secretary shall handle all
external correspondence of the Club. He shall perform such other duties
as are usual or customary to the office.
Section 3. 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 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 in the office of
Vice President shall be filled by the board.
Article V - The Club Year, Annual Meeting and
Elections
Section 1. 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 on a date and time during the month of January at which
governors and officers for the ensuing year shall be elected by secret, written
ballot from among those nominated. 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 the office as soon as possible, not to
exceed fifteen days after the election.
Section 3. Nominations
a) No person may be a
candidate in a Club election who has not accepted nomination or has not reached
his 18th birthday. He must be a Member in good standing. During the
month of September the Board shall select a nominating committee consisting of three
members and two alternates, not more than one of whom shall be members
of the Board. The Board shall name the chairman for the committee and it
shall be the chairman’s duty to notify the committeemen and alternates of their
selections and to call a committee meeting,
which shall be held on or before October 15th.
b) Any member of the nominating committee shall be
eligible to run for office provided they meet the requirements of Article V, Section 3a.
c) The committee shall nominate
a candidate for each office and seven candidates for the Board.
After securing the consent of each person so nominated, the committee shall
immediately report his or her nomination to the Secretary in writing.
d) Upon receipt of the Nominating Committee’s report, the
Secretary shall, on or before the regular November meeting, notify
each member in writing of the candidates so nominated.
e) Additional nominations can only be made from
the floor at the meeting immediately preceding the annual meeting (in this case
November). Only those candidates nominated by either the nominating
committee or through the additional nomination process may be considered for office or board positions.
f) The Secretary shall mail or email the
final slate to each member in good standing no less than ten days prior to the
election. The notice shall also state time and place of the election.
g) Nominations cannot be made at the Annual Meeting or in any manner other than as provided
in this section.
Section 4. Elections.
The officers of the Club shall be elected by a majority of votes cast.
Election of the Board of Governors shall be by plurality
vote.
a) Voting for Governors and Officers at Annual
Election. All of Article III Section 4b shall
apply and all financial obligations to the Club must be met by December
31st. Only members in good standing shall receive ballots on the night of
the election.
b) The Board shall select one Judge and two clerks of
Election from those members present who are not candidates for office at the
Annual Meeting to receive and count ballots.
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. All committees are subject to the
final authority of the Board and are appointed or disbanded by the board. Special committees may also be appointed
by the Board to aid on particular projects.
Section 2. A committee head appointed by the
Board shall make an account of all club property and submit his full report to
the Board at the June meeting.
Section 3. The Board upon written notice to the
appointee may terminate any committee appointment; 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 interest 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 weeks nor more than
six 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 months from the date of the
hearing. And, if it deems that punishment is
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, it’s 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 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, through 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 may be proposed by
the Board of Governors or by written petition addressed to the Secretary and
signed by twenty percent of the membership in good standing. Amendments
proposed by such petition shall be promptly considered by the Board of
Governors 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
Secretary received the petition.
Section 2. The Constitution and By-Laws may be
amended by a 2/3 vote of the members in good standing present any regular or
special meeting called for the purpose.
The notice of the meeting and the proposed amendments shall be sent by the
Secretary by first class mail or email to each member in good standing at least two
weeks prior to the date of the meeting.
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 President
Report of Secretary
Report of Treasurer
Report 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 X -
Dissolution
Section 1. Dissolution.
The Club may be dissolved at any time by unanimous written consent of the
members in good standing. In the event of the dissolution of the Club other
than for purposes other than 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 debts of the Club, its property and assets shall be
given to The University of Missouri School of Veterinary Medicine and The
German Shepherd Charitable Foundation.
Article
XI – Parliamentary Authority
At
meetings of the membership and of the Board of Governors, the rules contained
in “Roberts 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 adopts.
Article XII – Notifications of Meetings, Special
Meetings, and Elections
Notifications of meetings,
special meetings, and elections shall be performed using traditional mailings
and the
Each member may sign a consent form to authorize the club to use
email for such notifications in lieu of the traditional US Postal Service
mail. If the member has elected to
receive emails, then it is the member’s responsibility to keep the club posted
of any change of email address.