Constitution and Bylaws

2Desert Valley Doberman Pinscher Club, Inc.
Constitution and Bylaws
Membership Copy

ARTICLE I

Section 1.
The name of the club shall be the Desert Valley Doberman Pinscher Club.

Section 2.
The objective of the Club shall be:

a. To promote the public’s knowledge and appreciation of dogs in general and Doberman Pinschers in particular;

b. To produce, publish, and distribute to the general public, education materials about the proper care, treatment, breeding, health, development and training of Doberman Pinschers;

c. To support and promote study and research on the history, character, breeding, genetics and particular health problems of the Doberman Pinscher;

d. To further understanding of the disease, defects, injuries and other ailments that afflict dogs in general and the Doberman Pinscher in particular;

e. To acknowledge and advance the critical role of an AKC recognized chapter club in providing education, health research and support of rescue and reduction of over-population for the benefit of the general public, purebred dogs and Doberman Pinschers in particular;

f. To conduct activities including sporting events, sanctioned matches, specialty shows, obedience and tracking trials, Working Aptitude tests, and other such activities and events as may be held under the rules of the American Kennel Club and the Doberman Pinscher Club of America, in furtherance of the above purposes;

g. To otherwise preserve and protect the Doberman Pinscher and to do all things possible to bring its natural qualities to perfection;

h. 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 Doberman Pinscher shall be judged.

Section 3.

a. The Club is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c) (3)  of the internal Revenue Code, or corresponding section of any future federal tax code.

b. No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (i) by an organization exempt from federal income tax under section 501(c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (ii) by an organization, contributions to which are deductible under section 170(c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

ARTICLE II
MEMBERSHIP

Section 1. ELIGIBILITY

a. There shall be one type of membership open to all persons eighteen (18) years of age or older who are in good standing with the American Kennel Club and who subscribe to the purposes of this Club.

b. While membership is to be unrestricted as to residence, the Club’s primary purpose is to be representative of the fanciers and exhibitors of its immediate area.

Section 2. DUES

a. Membership dues shall be prescribed by two-thirds of the membership present at the June meeting. Dues are payable on or before the first meeting in September of each year.

b. During the month of August, the Treasurer shall send to each member a statement of his dues for the ensuing year.

Section 3. ELECTION TO MEMBERSHIP

a. Each applicant for membership shall apply 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. Dues payment for the current year shall accompany the application of the prospective member.

b. All applicants are to be filed with the Secretary, upon attendance at their first meeting. Upon attendance at their third meeting, their application will be voted upon and affirmative votes of three-fourths of the members present and voting at the meeting shall be required to elect the applicant.

c. Applicants for membership who have been rejected by the Club may not reapply within six (6) months after such rejection.

Section 4. TERMINATION OF MEMBERSHIP

a. Membership may be terminated by:

i. 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.

ii. Lapsing. A membership will be considered as lapsed ninety (90) days after the first day of the fiscal year. Grace to such delinquent members in meritorious cases may be granted by the Board of Directors.

iii. Expulsion. A membership may be terminated by expulsion as provided in Article VII of these Constitution and Bylaws.

ARTICLE III
MEETING AND VOTING

Section 1: THE CLUB MEETING

Meetings of the Club shall be held monthly, on a date chosen by two-thirds of the membership at a mutually convenient place. Written notice of each meeting shall be
e-mailed or mailed by the Secretary at least five days previous to the date of the meeting. The quorum for such meeting shall be not less than twenty percent (20%) of the membership.

Section 2: SPECIAL CLUB MEETINGS

Special Club meetings may be called by the President, or by the majority vote of the members of the Board who are present, and voting at any regular or special meeting of the Board, or by the Secretary upon receipt of a petition, signed by five (5) members of the Club who are in good standing. Such special meetings shall be held in the Phoenix metropolitan area and at such hour and place as may be designated by the person or persons authorized herein to call such meeting.

Section 3. BOARD MEETINGS

a. Meetings of the Board of Directors shall be held at the discretion of the President, but must be called at least once in every quarter of the annual year. Written or verbal notice of each meeting must be made by the Secretary at least three (3) days before the date of the meeting, the quorum for such meetings shall be five (5).

b. The Board of Directors may conduct its business by mail, facsimile transmission, and electronic process or by telephone conference call by the President. The Recording Secretary shall attest to the results of balloting by conference call. In the event that the Recording Secretary is unavailable, the President shall appoint an acting secretary for the conference call. As a condition precedent to the conduct of business through electronic process, the Board shall adopt procedures, which shall be set for in an Administrative Procedures Manual to ensure the following with respect to the conduct of such business.

i. That every Board member shall be enabled to participate in the electronic conduct of such business;

ii. The verification of the identity of the participants in such electronic conduct of such business to determine that the participant is a Board member eligible to participate in the electronic conduct of such business;

iii. The verification that the Board members eligible to participate in the electronic conduct of such business are receiving all data and information that is disseminated through the electronic process;

iv. That all Board members have agreed to the conduct of such business through electronic process.

Section 4. SPECIAL BOARD MEETINGS

Special meetings of the Board may be called by the President or by the Secretary upon receipt of a written request by at least three (3) members of the Board. Such special meetings shall be held in the Phoenix Metropolitan area and at such an hour and place as may be designed by the person authorized herein to call such a meeting. Written notice of such meeting shall be e-mailed or mailed by the Secretary at least five (5) days and not more than ten (10) days prior to the date of that meeting. Said notice shall state the purpose of the meeting and no other Club business may be transacted thereat. A quorum for such a meeting shall be a majority of the Board.

Section 5. VOTING

Each member in good standing whose dues are paid for the current year shall be entitled to one vote at any time at any meeting of the Club at which he is present. Proxy voting will not be permitted at any Club meeting or election.

ARTICLE IV
DIRECTORS AND OFFICERS

Section 1. BOARD OF DIRECTORS

The Board of Directors shall be comprised of President, Vice-president, Secretary, Treasurer and five (5) other persons, all of whom shall be members in good standing who are residents of the United States. They shall be elected for one year terms at the Club’s annual meeting as provided in Article V, and shall serve until their successors are elected. General management of the Club’s affairs shall be entrusted to the Board of Directors.

Section 2. OFFICERS

The Club’s officers, consisting of the 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 President in addition to those particularly specified in these Constitution and Bylaws.

b. The Vice-President shall have the duties and exercise the powers of the President in case of the President’s death, absence or incapacity.

c. The Secretary shall keep a record of all meetings of the Club and of the Board and of all the correspondence, notifies members of meetings, notifies officers and directors of their election to office, keeps a roll of the members of the Club with their addresses, and carries out such other duties as are prescribed in these Constitution and Bylaws.

d. The Treasurer shall collect and receive all monies 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 treasury shall at all times be open to inspection of the Board and the Treasurer shall report to them at every meeting the condition of the Club’s finances and every item of receipt or 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.

Section 3. REMOVAL OF OFFICERS

a. Resignation.

b. Not attending 50% of the Board and membership meetings as specified by the standing rules.

c. Any officer or Board member may be removed from office by a ¾ vote of no confidence of those members present and in good standing at a general membership meeting. Voting shall be by secret ballot not sooner than 25 days or longer than 45 days after the motion for such a vote. Replacement will be provided for by Article IV, Section 3.

d. Any vacancy occurring on the Board of Directors during the year shall be filled for the unexpired term of office by a majority vote of all Board members at its first regular meeting following the creation of such vacancy.

ARTICLE V.
THE CLUB YEAR, ANNUAL MEETING, ELECTIONS

Section 1. CLUB YEAR

The Club’s Fiscal year shall begin on the first day of October and end on the 30th day of September. 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 in the month of September at which directors and officers for the ensuing year shall be elected by secret, written ballot from among those nominated in accordance with Section IV of this article. The ballots will be counted by two members who are not running for office. They shall take office immediately upon the conclusion of the election and each retiring officer shall turn over to his successor all properties and records relating to that office within thirty (30) days.

Section 3. ELECTIONS

The nominated candidate receiving the greatest number of votes for each office shall be declared elected. The five (5) nominated candidates for other positions on the Board who receive the greatest number of votes for such positions shall be declared elected.

Section 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 (3) members and two (2) alternates, not more than one of whom shall be a member of the Board. The Board shall name a chairman for the committee and it shall be his duty to call a committee meeting on or before July 15. (Amended Bylaws, August 8, 2012.)

a. The Committee shall nominate at least one candidate for each office and five (5) candidates for the five (5) 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 Committee’s report, the Secretary shall on or before July 30 notify each member in writing of the candidates so nominated.

c. Additional nominations may be made at the August meeting by any member in attendance provided that the person so nominated does not decline when his name is proposed, and provided further that if the proposed candidate is not in attendance at this meeting, his proposer shall present to the Secretary a written statement of acceptance.

ARTICLE VI
COMMITTEES

Section 1.

The Board shall each year appoint standing committees to advance the work of the Club in such matters as dog shows (field trials and obedience trials), trophies, annual prizes, membership and other fields which may well be served by the Board to aid it on particular projects.

Section 2.

Any committee appointment 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 service has 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 of time.

Section 2. CHARGES

a. Any member may prefer charges against a member for alleged misconduct prejudicial to the best interests of the Club or the breed. 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. The Secretary shall promptly notify the Board which shall meet and fix a date of the Board hearing not less than three (3) weeks nor more than six (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. The member preferring charges may also bring witnesses if he wishes. Any member of the Board who appears as a witness cannot participate in the decision.

b. The members of this Club are also subject to and regulated by the provisions of the Constitution and Bylaws of the Doberman Pinscher Club of America. Anything to the contrary in these Articles of Incorporation not withstanding.

c. Inasmuch as our parent organization, Doberman Pinscher Club of America, has included us in a 501(c) (3) group exemption recognition before the IRS, we acknowledge our responsibility to make annual information reports pertaining to our continued good standing. We further agree to adhere to their specific policies related to the 501(c) (3) status that in their judgment keeps this status well maintained. While we reserve the right to challenge any such policy that may be established, we will inform them of such action in writing 30 days prior to any implementation on our part.

Section 3. BOARD HEARINGS

The Board shall have complete authority to decide whether counsel may attend the hearing, but both the complainant and the defendant shall be treated uniformly in that regard. Should the charges be sustained after hearing all the evidence and testimony presented by the complainant and defendant, the Board may by majority vote of those present, suspend the hearing. And, if it seems that punishment insufficient, it may also recommend to the defendant’s right to appear before his fellow-members at the ensuing Club meeting which considers the Board’s recommendation. The complainant may also appear at said meeting. Immediately after the Board has reached a decision, its 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.

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 approved in Section 3 of this Article. Such proceedings may occur at a regular or special meeting of the Club to be held within sixty (60) days, but not earlier than thirty (30) days, after the date of the Board’s recommendation for 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 recommendations, and shall invite the defendant, and complainant if present, to speak in their own behalf. The members shall then vote by secret written ballot on the proposed expulsion. A 2/3 vote of those present at the meeting shall be necessary for expulsion. If expulsion is not voted, the Board’s suspension shall stand.

ARTICLE VIII
AMENDMENTS

Section 1.

Amendments to the Constitution and Bylaws may be proposed by the Board of Directors or by written petition addressed to the Secretary signed by twenty percent (20%) 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 (3) months of the date when the petition was received by the Secretary.

Section 2.

The Constitution and Bylaws may be amended by a 2/3 vote of the members present and voting at any regular or special meeting called for the purpose, provided the proposed amendments have been included in the notice prior to the date of the meeting.

ARTICLE IX
DISSOLUTION

Section 1.

a. 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 whether voluntary or involuntary or by operation of the 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.

b. Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE X

Section 1.

The Constitution and Bylaws shall serve as the reference for the conduct of Club meetings.

a. At meeting 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 and Introduction of Guests
-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

b. Procedures not covered by the Constitution and Bylaws shall be governed by the most recent edition of Roberts’ Rules of Order.

Section 2.

At the meeting 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

lrm
7-12-07
Amended 8-8-12.

Note: The original and Amendment of these Constitution and Bylaws is filed in the Minute Book. This copy combines those two for the purpose of ease of reading by the membership.