Constitution and By-Laws
Revised 2013

Constitution:
Article I: Establishment and Objectives

Section l. Name:
The name of the club shall be the Huron River Labrador Retriever Club (hereinafter referred to as the Club).

Section 2. Non-Profit Status:
The Club shall not be operated for, or conduct business as, a profit making entity. Any income generated from membership dues, donations or fund raising activities, shall be reinvested in the Club and shall not inure to the benefit of any individual.

Section 3. Bylaws:
The day to day operation of the Club shall be governed by the Bylaws, and revisions to the Bylaws may be made as necessary to ensure the proper and efficient functioning of the Club.

Section 4 - Mission Statement
The Huron River Labrador Retriever Club promotes responsible ownership, ethical breeding standards, and the advancement of all of the qualities of the Labrador Retriever through competitive conformation, field, and other performance events, as well as non-competitive educational presentations.

Bylaws:
Article I: Membership

Section 1. Eligibility:
There shall be four (4) types of memberships available to applicants. Membership shall be unrestricted as to residence; however, the primary purpose of the Club is to representative of the breeders and exhibitors in the Clubs immediate geographical area.

a.) Individual Membership: Enjoys all club privileges including the right to vote and hold office.

b.) Household Membership: Two (2) adult members residing in the same household, each eligible to vote and hold office.

c.) Junior: Open to children 7 years of age through age 18. A Junior member may not vote or hold office. Junior Membership will automatically convert to an Individual Membership on the Junior member?s 18th birthday.

d.) Life Charter: is awarded by the action of the Board of Directors to a member who has made substantial and sustained contributions to HRLRC.  Life members shall be entitled to all privileges of Individual Membership, but shall be exempt from paying membership dues.

Section 2. Dues:
Membership dues shall be paid by May 1st of each year. The Membership Chairperson shall inform the membership of the membership dues, and the Breeder’s Directory fee, owing for the year by March 1st of each year. Notification may be made electronically, or by regular mail. Membership dues, and fees for the Breeder’s Directory shall be set by the membership. Any changes shall be enacted prior to the March 1st notification deadline for the current year. Changes made after March 1st of a given year will not be applied until the following year. Membership dues and fees for the Breeder’s Directory are late if not received by May 1st. Late payment of Membership Dues will be accepted until July 1st only if accompanied by a $25 late fee. Late payment of fees for the Breeder’s Directory will not be accepted.

If Membership Dues are not paid by July 1st, membership shall lapse. A former member whose membership has lapsed, may apply to the Club for reinstatement, but upon reinstatement must immediately pay the appropriate Membership Dues and the late fee if reinstatement is sought within the twelve month period for which the membership has lapsed. A member whose membership has lapsed may not vote in the annual election, or on any other issues put before the membership for a vote for the twelve month period in which the membership lapsed.

Section 3. Election to Membership:
Before applying for membership the applicant must attend at least two (2) regularly scheduled Club meetings and at least two Club events within the year immediately preceding their application. The applicant must fill out the application for membership available from the Membership Chairperson. The application shall be submitted to the Membership Chairperson, accompanied by two endorsements from Club members in good standing.

The membership shall vote on the application at the first meeting where the materials are made available for review. If the applicant is approved their membership dues shall be paid immediately. If an applicant is accepted in February (the Club normally does not have a January meeting). Those dues shall apply to the next year. If an applicant is rejected for membership, that may reapply in six months from the date of rejection.

Section 4. Termination of Membership:

a.) Resignation. A member may resign from the Club upon written notification to the Corresponding Secretary.

b.) Lapsing of Membership. Failure to pay dues as outlined in Article I, Section 2, will result in termination of membership.

c.) Expulsion. Membership may be terminated by expulsion as outlined in Article VI.

Article II: Meetings and Voting

Section 1. Meeting content and procedure:
Meetings shall be conducted following Robert’s Rules of Order, unless those rules are inconsistent with the Bylaws of the Club, then the Bylaws shall control the procedure to be followed.

The order of business shall be as follows:

            1. Roll call
            2. Minutes of the last meeting
            3. Report of the President
            4. Report of the Corresponding Secretary
            5. Report of the Treasurer
            6. Report of the Committees
            7. Election of Officers and Board members (annual meeting only)
            8. New member applications
            9. Unfinished Business
            10. New Business
            11. Adjournment

Section 2. Meeting Type:
A. Regular Club Meetings: Regular Club meetings shall be held in the greater Ann Arbor, Michigan area at least six times a year. The schedule of meetings for the year shall be set immediately following the election of new officers at the annual meeting. Notice of the meeting schedule shall be included in the minutes of the annual meeting and it will also be published on the Club website. Voting at Regular Club Meetings shall be accomplished by a simple majority of the voting members in attendance at the meeting.

B. Special Club Meetings: Special Club meetings can be called by the President, or a majority of the Board of Directors. The vote of the Board of Directors to hold a special Club meeting may be done electronically. The membership must be informed of the date, time and location of the special Club meeting at least 5 days before the
date of special Club meeting. Notification for a special Club Meeting may be done electronically. The only business which may be conducted at the special Club meeting is the business for which the meeting was called. Voting at special Club meetings shall be accomplished by a simple majority of the voting members in
attendance at the meeting.

C. Board Meetings: The only issues which shall be decided by the Board of Directors in a meeting held separately from a Regular Club Meeting is the issue of discipline as outlined in Article VI, or the scheduling of a Special Club meeting. All other Board Meetings shall be part of the Regular Club Meetings, and the entire membership will be permitted to vote on the issue presented.

D. Special Board Meetings: Special Board Meetings shall only be convened for thepurpose of disciplinary action as outlined in Article VI. The decision to hold a Special Board Meeting shall be made by the President pursuant to Article VI. Special Board meetings shall be held privately, with only Board members in attendance. Disclosure of the decisions reached by the Board pertaining to disciplinary action is controlled by Article VI.

Section 3. Board Meetings:
Meetings of the Board of Directors shall be held, at least 4 times a year, in the greater Ann Arbor area at such place, date and hour as may be designated by the Board or by teleconference.  Teleconferencing shall constitute a legal board meeting.  Notice of each meeting shall be provided to Board Members and the General Membership by the Corresponding Secretary at least 5 days prior to the date of the meeting.  This notification may be accomplished by announcement in the club newsletter, electronic mail, telephone, delivered mail, publication on the Club website or in the annual membership directory.  The quorum for such meeting shall be a majority of the Board.

Article III: Directors and Officers

Section 1. Board of Directors:
The Board shall be comprised of the President, Vice President, Recording Secretary, Corresponding Secretary, Treasurer, and five general Board Members. All Board Members and Officers shall be elected for a one year term at the annual meeting, pursuant to Article IV.

All persons nominated and elected must be Club members in good standing. Board Members are expected to be in attendance for a majority of the Club Meetings and must give proper notice to another Board member if they must be absent from a meeting. Any Board Member who misses two consecutive meetings or three meetings during the year without proper notice shall be removed from the Board.

Nominations shall be taken at the second consecutive meeting missed without proper notice, or third meeting in a year without proper notice, and voting shall be done by the membership in attendance to replace the Board Member. The nominated individual need not be present provided they can be reached by phone to confirm their willingness to serve.

Section 2. Officers:
a.) The President shall preside at all meetings of the Club and of the Board, and shall possess those powers normally given to such office or otherwise conferred by these Bylaws.

b.) The Vice-President shall assume the responsibilities of the President if the President is unavailable for any reason.

c.) The Recording Secretary shall keep a record of all meetings of the Club and of the Board, and any other occasions as ordered by the Board, or dictated by these Bylaws.

d.) The Corresponding Secretaryshall be responsible for all
Official Club correspondence, maintenance of the membership roll with current addresses, phone numbers and email addresses, and any other duties dictated by these Bylaws.

e.) The Treasurer collect and receive all monies due or belonging to the Club. He/she shall deposit same in a bank designated by the Club, in the name of the Club. The ledger books shall at all times be open to inspection by the Board, and he/she shall report to the membership at every meeting the condition of the Club’s finances and every item or receipt or payment not before reported. At the annual meeting an accounting shall be provided to the membership regarding the previous fiscal year. The treasurer shall be bonded in an amount as set by the membership.

f.) A vacancy in the office of President shall automatically be filled by the Vice President. All other vacancies shall be voted on by the membership at the meeting immediately following the vacation of office. Nominations will be taken from the floor, and the nominee need not be present provided they can be reached by phone to confirm their willingness to serve.

Article IV: The Club Year, Annual Meeting, Elections

Section 1. Club Year:
The Club’s fiscal year shall begin on the first day of May and shall conclude on the last day of the following April. The Club’s governing 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 April at which time the officers and directors for the ensuing year shall be elected by secret written ballot in accordance with the provisions in this Article. The newly elected officers and directors shall take office
immediately, and each retiring officer shall turn over to their successor all properties and records pertaining to that office.

Section 3 Elections:
Annual elections shall be held at the annual meeting, and shall be conducted by a secret, written ballot including all properly nominated candidates. The nominated candidate for each office who receives the greatest number of votes shall be declared elected. The five nominated candidates for board positions who receive the largest number of votes shall be declared elected.

The nominating committee shall be responsible for preparing the ballot, distributing the ballot at the annual meeting and tallying the results at the annual meeting. The results shall be announced at the annual meeting and shall be made part of the recorded notes of the meeting. The ballots shall be destroyed once the results have been recorded.

Section 4 Nominations:
During the month of November the membership shall elect a nominating committee consisting of three Club members in good standing, and one alternate. The Committee may not include more than one Board member. A person need not be present at the meeting to be elected to the committee, must they must be available by phone to indicate their willingness to serve. The Nominating Committee may conduct their business by phone or electronic communication. All candidates must give their permission to be nominated for an officer or director position.

The committee shall have the slate of candidates completed by the February Club meeting, at which time the nominations shall be announced and made part of the recorded minutes for the
meeting.

Nominations may be made from the floor at the March Club meeting. Any nominated candidate must be present at the meeting, or available by phone to accept such nomination, or a written acceptance must be presented to the Corresponding Secretary before or during the meeting.

Section 5 Ballots:
The ballots shall list all nominees for each position. Each voter shall deposit his or her ballot into a collection container to preserve anonymity.

Section 6 Tie Voting:
In the case of a tie vote for any position, there shall be another vote for that position until a winner can be declared. If ten rounds of voting still result in a tie vote, the exiting officers and directors shall cast a secret ballot to break the tie and elect a nominee for the position.

Article V: Committees

Section 1. Standing Committees:
Committees may be formed to advance the work of the Club in particular areas such as conformation shows, filed trials, and any other areas that may need extra attention from Club members. Committees will be comprised of volunteers and will conduct their business as decided by the committee members. Actual committee meetings shall be announced to the general membership by electronic communication. Committee action shall always be subject to membership review and approval. Each committee shall present a report orally or in writing at the Club meetings.

Article VI: Discipline

Section 1. American Kennel Club Suspension:
Any member who has their privileges suspended by the American Kennel Club shall automatically have their Club privileges suspended for the same period of time.

Section 2. Report of Sactionable Conduct:
If a member in good standing believes that another member has engaged in conduct which if proven to be true would be punishable by the Club as a violation of the Code of Ethics or the Constitution and Bylaws of the Club, that member may report such belief to any member of the Board so that an investigation can be started. The initial report to the Board shall remain anonymous and confidential unless the Board chooses to take action on the complaint, at which time, the name of the complainant and the factual allegations shall be disclosed to the accused.

Upon receipt of a complaint the Board member receiving such complaint shall report to the President that such complaint has been made and the President shall call a Special Board meeting. The recording Secretary shall take notes at the Special Board meeting, however, those notes will not be published unless action is taken on the complaint. Even if action is taken on the complaint, the notes of the meeting shall not be published until after the matter has been heard by the Board and their recommendation for sanction has been voted on by the membership. If the Board determines by a majority vote that there is reason to investigate the complaint, the accused shall be notified of the allegations made in the complaint by written communication sent to the last known address provided to the Club. The notification will demand a written response from the accused indicating whether the accused wishes to contest the allegations or in the alternative resign their membership, and will provide a time frame in which the accused must respond. If the accused does not respond within the time frame given, a duplicate notification will be sent indicating that it is the second and final notification.

If no response is received after the expiration of the second notification, the Board will reconvene and will take action on the complaint absent a response from the accused. The Board shall decide whether any testimony or further investigation is necessary to make their decision. If testimony or further investigation is needed the meeting shall be adjourned and in the case of testimony a hearing date shall be set. The Corresponding Secretary shall inform any necessary witness of the date and time of the hearing by written correspondence. At the conclusion of the hearing, if all of the evidence has been gathered and presented the Board shall make a decision. The Board may recommend dismissal of the complaint, suspension of privileges or revocation of membership. The recommendation of the Board shall be based on a majority vote of the Board. If discipline is recommended the matter shall be placed on the agenda for the next regularly scheduled meeting. One member of the Board shall be designated to present the issue to the membership based on a stipulated set of facts decided upon by the Board. Once the designated Board member presents the issue to the membership for approval or disapproval of the recommended sanction, the membership shall vote on the recommendation of the Board. Prior to voting the membership may ask questions regarding the evidence presented at the hearing, however, the record shall not be expanded at the meeting, nor shall the recommendation of the Board be modified, the vote will only be to accept or reject the recommendation of the Board.

If the membership accepts the sanction recommended by the Board, the accused shall be sent written notification of the sanction to the last known address provided to the Club. If the accused is suspended or expelled the Club webmaster will immediately remove any listing for the accused from the Club website.

If a response is received from the accused, the Board shall act on the response according to the choice made by the accused. If the accused chooses to resign their membership, the Board shall accept said resignation and order the webmaster to remove all listings for and references to the accused from the website. The membership shall be notified of the member resignation immediately by the President. This notification can be done electronically. The membership shall again be notified at the next scheduled Club meeting. If resignation is chosen by the accused, the complainant shall remain anonymous, as will the allegations in the complaint.

If the accused wishes to contest the allegations the Board shall set a hearing date.The hearing date shall be mailed to the accused at the last known address provided to the Club. Such notice shall indicate the date, time and place of the hearing. The accused does not have the right to have legal counsel participate in the hearing, as the hearing does not constitute a legal proceeding. If the accused wishes to have counsel present it is permissible, however, counsel will not be permitted to address the Board, examine witnesses or present evidence of any nature. The accused must represent themselves at the hearing, subject to the procedural guidelines established by the hearing officer, who shall be a member of the Board. The hearing officer shall conduct the hearing in the form of an evidentiary hearing. The member bringing the allegation shall present to the Board first. When witnesses are called, the presenting party shall question the witness first, followed by the opposing party, with the hearing officer having the right to ask a question at any time. There will be the opportunity for redirect examination and recross examination. Any party wishing to present documentary evidence in the hearing shall have a copy to be marked as an exhibit, which will be retained by the hearing officer until the conclusion of the hearing at which time all documentary evidence as well as any recordings shall be turned over to the recording secretary. All hearings shall be digitally recorded.

At the conclusion of the hearing, the Board shall meet and formulate the recommendation to be presented to the Club. Only Board members who have attended the entire hearing will be permitted to vote on the recommendation. The Board shall designate the member who shall present the recommendation to the Club and respond to questions from the membership. The presentation of the recommendation shall be added to the next Club meeting agenda. The President will notify the membership that a disciplinary recommendation is being placed on the agenda. This notification can be made electronically, but must be made at least five (5 days before the scheduled meeting. If it is not possible to notify the membership due to the conclusion of the hearing being too close in time to the scheduled meeting, the item will be placed on the agenda for the next regularly scheduled meeting.

The presentation of the recommendation at the meeting will be handled in the same manner as outlined herein for a recommendation on an uncontested complaint. There is no right to appeal the recommendation of the Board or the membership vote on same. The matter will not be revisited by the Board or the membership at any time, unless a complaint of fraud in the proceedings is presented in the same fashion as the original complaint.

Article VII: Dissolution

The Club may be dissolved at any time by a majority vote of the membership. Upon dissolution of the Club, all debts shall be paid prior to distribution of any property of the Club. When all debts are resolved, the property and assets of the Club shall be given to a
charitable organization(s) which functions for the benefit of dogs. The organization shall be designated by the Board. The Board shall also designate a records keeper to hold the financial records of the Club for the statutory period mandated by the IRS.

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