The Society for the Preservation of the Smooth Chow Chow

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CONSTITUTION AND BY-LAWS

ARTICLE I

Name and Objectives

Section 1. The name of the Club shall be "The Society for the Preservation of the Smooth Chow Chow."

Section 2. The objectives of the Club shall be:

(A) To preserve and protect the unique heritage and qualities which distinguish the Smooth Chow.

(B) To document the history and genealogy of the Smooth Chow for the purpose of breed improvement and for the promotion of the Smooth Variety within the framework of The Chow Chow Club, Inc. and the American Kennel Club.

(C) To encourage and promote quality in the breeding of pure-bred Smooth Chow Chows and to do all possible to bring their natural qualities to perfection.

(D) 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 Smooth Chow Chow shall be judged.

(E) To do all in its power to protect and advance the interest of the Smooth Chow Chow by encouraging sportsmanlike competition at dog shows and obedience trials.

(F) To encourage members to be guided by the Code of Ethics of The Society for the Preservation of the Smooth Chow Chow.

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 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 objectives.

ARTICLE II

Membership

Section 1. Eligibility - There shall be three types of membership.

(A) Regular Membership - Open to all persons eighteen years of age and older who are in good standing with the American Kennel Club, who subscribe to the purposes of this Club, and who meet the following three criteria:

1. Owning or co-owning a Smooth Chow.

2. Having bred 3 litters of Chows.

3. Having earned 5 Championship or Obedience titles on Chows owned or bred by the applicant.

(B) Associate Membership - Open to all persons eighteen years of age and older who are in good standing with the American Kennel Club, who subscribe to the purposes of this Club, but who do not meet the three stated criteria for membership. Regular Membership fees and dues apply to Associate Membership, which offers all Club benefits and participation, except voice in Club management and eligibility to vote or to hold elective office.

(C) Lifetime Membership - Open to founding members who have maintained continuous membership for 10 consecutive years, and have paid dues for this period. There will be no charge for dues once Lifetime Membership is awarded. All Club benefits and participation, including voice in Club management, eligibility to vote and hold elective office will inure to Lifetime Members.

Section 2. Dues - Membership dues shall be $20.00 for individuals, excepting Lifetime Members, per year, payable on or before the last day of November of each year. During the month of October the Treasurer shall send to each member a statement of his dues for the ensuing year.

Section 3. Election to Membership - Each applicant to membership shall apply on a form as approved by the Board of Directors and which shall provide that the applicant agrees to abide by this Constitution and By-Laws 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 in good standing not residing in the same household. Accompanying the application, the prospective member shall submit dues payment for the current year.

All applications are to be filed with the Secretary and each application is to be read and voted upon at the first meeting of the Club following its receipt, and 3/4 of the members present and voting at that meeting shall be required to elect that applicant Applicants for membership who have been rejected by the Club may not reapply within six months after such rejection.

Section 4. Member in Good Standing - A member who is considered in good standing shall be one who has paid dues and is also in good standing with The American Kennel Club

Section 5. 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. Dues obligations are considered a debt to the Club and they become incurred on the 1st day of each fiscal year.

(B) By lapsing - A membership will be considered as lapsed and automatically terminated if such members dues remain unpaid 60 days after the first 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 of the date of that meeting.

(C) By expulsion - A membership may be terminated by expulsion as provided in Article VII of these By-Laws.

ARTICLE III

Meeting and Voting

Section 1.  Annual Club Meetings - Meetings of the Club shall be held in conjunction with the Annual Chow Club, Inc. National Specialty Show on the date and at such hour and place as may be designated by the Board of Directors. Written notice of each meeting shall be mailed by the Secretary at least one month prior to the date of the meeting. The quorum for such meetings shall be at least 10% of the members in good standing.

Section 2. Annual Board Meetings - Meetings of the Board of Directors shall be held in conjunction with the Annual Chow Club, Inc. National Specialty Show in each year, on such date, hour and place as may be designated by the Board of Directors. Written notice of each meeting shall be mailed by the Secretary at least one month prior to the date of the meeting. The quorum for such meetings shall be a majority of the Board of Directors.

Section 3. Voting - Each regular and lifetime 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/she is present Proxy voting will not be permitted at any Club meeting or election. All voting is by signed ballot and all votes will be published in the Club Newsletter.

ARTICLE IV

Directors and Officers

Section 1. Board of Directors - General management of the Clubs affairs shall be entrusted to the Board of Directors. The Board of Directors shall be comprised of President, Vice-President, Secretary, Treasurer, and three other persons, all of whom shall be members in good standing and all of whom shall be elected for two year terms and shall serve until their successors are elected. Officers are limited to one two-year term in the same office. The Board of Directors shall meet at the Annual Meeting and shall consult by mail or telephone whenever it is deemed necessary, or on request of the President, to act on any business requiring their attention. By a majority vote of the whole, the Board shall have full authority to act on any matter whose urgency does not permit awaiting action by the membership. Any such emergency action taken through meeting, mail or telephone consultation shall be fully substantiated and reported to the membership at the next regular meeting.

Section 2. Officers - The Clubs Officers, 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 the President, in addition to those particularly specified in these by-laws. The President shall appoint all committees except those otherwise provided for; and shall be a member ex-officio of all committees except the Nomination Committee, entitled to a vote only in the event of a deadlock

(B) The Vice-President shall have the duties and exercise the powers of the President in case of the Presidents death, absence or incapacity.

(C) The Secretary shall have charge of the correspondence and is responsible for notification of members of meetings, notification of new members of their election to membership, to furnish each new member with a copy of the Constitution and B -Laws and to notify Officers and Directors of their election to office. He/She shall keep a record of all meetings of the Club and the Board and of all matters of which a record shall be ordered by the Club. He/She shall keep a roll of the members names and addresses, shall keep on file all membership agreements and applications, and shall carry out such duties are prescribed in these By-Laws.

(D) The Treasurer shall collect and receive all monies due or belonging to the Club. He/She shall deposit same in a bank designated by the Board in the name of the Club. His/Her books shall, at all times, be open to the inspection of the Board and he/she shall report to them at every meeting the condition of the Clubs finances and every item of receipt or payment not before reported.

Section 3. 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 by mail or telephone consultation among Board Members; 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, Elections

Section 1. Club Year - The Clubs fiscal year shall begin on the first day of January and end on the last day of December.

Section 2. Annual Meetings - The Annual Meeting shall be held in accordance with Article III at which Officers and Directors for the ensuing year 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/her 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. The three other nominated candidates for the other positions on the Board who receive the greatest number of votes for such positions shall be declared elected.

Section 4. Nominations - No person shall be a candidate in a Club election who has not been nominated. During the month of October, the President shall appoint a Nominating Committee consisting of 3 members, not more than one of whom may be a member of the Board. The Secretary shall immediately notify the committee-men of their election. The President shall name a Chairman for the Committee and it shall be his/her duty to contact Committee members by mail or telephone to develop a proposed slate of officers by November 1.

(A) The Committee shall nominate one candidate for each office, and 3 candidates for the 3 other positions on the Board, and, after securing the consent of each person so nominated, shall immediately report their nominations to the Secretary in writing.

(B) Upon receipt of the Nominating Committees report, the Secretary shall, before December 15th, notify each member in writing of the candidates so nominated.

(C) Additional nominations shall be made at the Annual meeting by any member in good standing, in attendance, provided that the person so nominated does not decline when his/her name is proposed, and provided further that if the proposed candidate is not in attendance at this meeting, his/her proposer shall submit to the Secretary a written statement from the proposed candidate signifying his/her willingness to be a candidate. No person shall 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.

ARTICLE VI

Committees

Section 1. The Board may each year appoint standing committees to advance the work of the Club in such matters as History and Genealogy, Newsletter, Education, 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 appointed 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 Supervision - Any person 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 best interest of the Club or the Breed. Written charges with specifications must be filed in duplicate with the Secretary together with a deposit of $10.00 which shall be forfeit 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 prejudicial to the best interests of the Cub or the Breed. If the Board considers that the charges do not allege conduct which could be prejudicial to the best interests of the Club or the Breed, 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 at the next Annual Meeting. 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, suspend the defendant from all privileges of the Club for not more than 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 defendants right to appear before the fellow members at the ensuing Club meeting which considers the Boards recommendation. Immediately after the Board has reached a decision, its findings shall be put in written form and filed with the Secretary. The Secretary shall, in turn, notify each of the parties of the Boards 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 Boards recommendation as provided in Section 3 of this Article. 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 Boards findings and recommendations 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 Boards suspension shall stand.

ARTICLE VIII

Amendments

Section 1. Amendments to the Constitution and By-Laws may be proposed by the Board of Directors or by written petition of any member in good standing at any meeting, addressed to the Secretary and signed by at least 10% of the members in good standing.  Any proposal to amend must be published in the Club Newsletter.

Section 2. The Constitution and By-Laws may be amended by a 2/3 vote of the members present and in good standing at the Annual Meeting, provided the proposed amendments have been included in the notice of the meeting and mailed to each member at least one month prior to the meeting.

ARTICLE IX

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 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 shall 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

ELECTION OF NEW MEMBERS

UNFINISHED BUSINESS

NEW BUSINESS

ADJOURNMENT

Section 2. At meetings of the Board, the order of business, unless otherwise directed by a majority vote of those present, shall be as follows:

ROLL CALL

MINUTES OF LAST MEETING

REPORT OF PRESIDENT

REPORT OF SECRETARY

REPORT OF TREASURER

REPORT OF COMMITTEES

                    UNFINISHED BUSINESS

                    NEW BUSINESS

                    ADJOURNMENT                                                             Top