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:
Roll call
Minutes of the last meeting
Report of the President
Report of the Corresponding Secretary
Report of the Treasurer
Report of the Committees
Election of Officers and Board members (annual meeting
only)
New member applications
Unfinished Business
New Business
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 Sanctionable 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.
