|Constitution and By-Laws of the Great Dane Club of America, Inc.
SECTION 1. The name of the Club shall be the Great Dane Club of America, Inc., hereinafter referred to as the Club.
SECTION 2. The objects of the Club shall be:
A. To encourage and promote the quality in breeding of purebred Great Danes and to do all possible to bring their natural qualities to perfection.
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 objects.
SECTION 1. There shall be four (4) classes of membership open to persons in good standing with the American Kennel Club who subscribe to the purposes of the Club, provided such person(s), or any member of their immediate family, owns or has owned a Great Dane.
A. Regular Members. Any person eighteen (18) years of age or older in good standing with the American Kennel Club and with any affiliated Great Dane Club, if membership is held in an affiliated Club, may make application for regular membership in the Club.
B. Junior Members. Any person between the ages of ten (10) and seventeen (17) inclusive may make application for junior membership provided they are an active participant of the breed, in good standing with the American Kennel Club, and present the breed in a positive manner.
C. Affiliated Great Dane Clubs. Any Great Dane Club, which has met the American Kennel Club’s requirements to hold B-sanctioned events, may make application for membership on forms provided by the Club, to the Affiliate Club Representative, consistent with the provisions of these by-laws.
D. Honorary Membership. Honorary membership may be conferred only upon a person who has rendered a distinctly valuable service to the Club or the breed. Honorary members shall be exempt from dues and application fee and shall enjoy all the privileges of the Club, except that they may not vote or hold office. A member so honored may maintain active (regular) membership status by paying the appropriate annual dues.
SECTION 2. Election to Membership
A. Regular and Junior
B. Affiliated Great Dane Clubs.
2. A candidate for Club membership shall file its application with the Affiliate Club Representative on forms provided by the Club together with the following:
C. Honorary. Prospective Honorary Members shall be presented to the Board of Directors for approval. An affirmative vote of the majority of the Board members present shall represent a favorable recommendation to the membership. The membership shall vote upon said Board recommendations by vote as prescribed in Article V of these by-laws.
D. Any member, whether an individual or affiliated club, who has been dropped from membership shall be required to make application as provided for new membership in the Club.
SECTION 3. Dues. All dues are subject to change by the Board of Directors provided notice is given of such change at least thirty (30) days prior to November 1st of any calendar year.
A. Regular Members
B. Junior Members. The annual dues for junior members shall be one-half (1/2) of the regular membership dues, payable on or before the first day of January of each year.
C. Affiliated Clubs. The annual dues for affiliated Clubs shall be determined annually by the Board at the 3rd quarter meeting and shall not exceed an increase of $30.00 annually, payable on or before the first (1st) day of January of each year. In the event the annual dues are not paid by March first (1st) the affiliated Club’s membership shall be revoked unless the Board of Directors, by majority vote, extends the time for payment. The non-payment of the annual dues by March first (1st) shall result in the automatic denial to hold Specialty events.
D. Honorary Members. Honorary members are exempt from dues and application fees as provided in Article 1, Section 2.D of these by-law.
SECTION 4. Termination of Membership. Members may be terminated:
A. By resignation. Any member in good standing may resign from the Club upon written notice to the Corresponding Secretary.
B. By lapsing. A membership shall be considered lapsed and automatically terminated if such member’s dues remain unpaid after March 1st of any fiscal year (November 1 – October 31). The Board of Directors may grant an additional grace period (not to exceed sixty (60) days) to such delinquent members in meritorious cases as long as said member personally contacts, in writing, the Treasurer or the Board of Directors for an extension period prior to the March 1st deadline. Voting by the Board of Directors must be by majority vote. In no instance may a person whose membership has lapsed be entitled to any of the privileges and benefits of the Club.
C. By Expulsion. A membership may be terminated by expulsion as provided in Article VI of these by-laws.
D. By permanent denial of privileges by the American Kennel Club.
SECTION 1. Time and Place of Meetings. All meetings of the Club shall be held at a place, date and hour designated by the Board of Directors.
SECTION 2. Annual Meeting. The annual meeting of the Club shall be held during the month of October in conjunction with the National Specialty, which shall be held during the 41st, 42nd or 43rd week of each year. The exact day and time of the annual meeting shall be set by the Board of Directors. Written notice of such meeting shall be mailed by the Corresponding Secretary to each member at least thirty (30) days prior thereto.
SECTION 3. Regular Meetings. The regular meetings of the Club shall be held at a place, date and hour designated by the Board of Directors.
SECTION 4. Special Meetings. Special meetings may be called by the President or by a majority vote of the Board of Directors present at a meeting of the Board. Said meeting shall be called by the Corresponding Secretary at the written request of a majority of the Board of Directors or five (5%) per cent of the members eligible to vote. Written notice of said special meeting shall be sent to all members ten (10) days prior thereto and shall state the purpose thereof, and no other Club business may be transacted.
SECTION 5. Notices. All written notices required by these by-laws shall be given by the Corresponding Secretary by mailing the same to each regular member of the Club and to each member affiliated Club, postage prepaid, addressed to each such members address as it appears upon the books of the Club.
SECTION 6. Quorum at Members’ Meetings. At any meeting of the membership, twenty (20%) per cent of the members eligible to vote shall constitute a quorum for the transaction of business, but a lesser number may adjourn any meeting from time to time. Notice shall be given to all members of the time and place of any such adjournment. When a quorum is present at any meeting, a majority of the members present may decide any question brought before such meeting, except as otherwise provided by law or these by-laws.
SECTION 7. Voting by Mail in Lieu of Meeting. Any action that could be taken by a vote of the membership at a meeting can be voted upon by mail. A matter may be presented to the membership for mail vote upon direction of the President or a majority vote of the Board of Directors present at a meeting of the Board and shall be presented by the Corresponding Secretary at the written request of a majority of the Board of Directors or five (5%) per cent of the members eligible to vote.
SECTION 1. Board of Directors.
A. The Board of Directors shall be comprised of the officers of the Club, including the Delegate to the American Kennel Club and the Affiliate Club Representative and nine (9) Directors to be elected by the membership all of which need to be members in good standing with the Great Dane Club of America and be residents of the United States of America. All Directors and Officers will be elected by the general membership.
B. The nine (9) elected directors shall be elected from the membership for a term of three (3) years on a staggered basis with three (3) new Directors elected at each annual election.
C. A member selected as an Officer or Director shall agree, as a condition of his/her acceptance of the position, that in the event such Officer or Director fails to attend two (2) or more meetings in any one calendar year, his/her resignation from said position shall be automatically submitted to the Board and the Board shall accept such resignation unless such absences are deemed excused by the Board. Any vacancy arising from such resignation shall be filled pursuant to the provisions of these by-laws.
D. The Board of Directors shall be vested with the authority and responsibility for the general management of the Club’s property and affairs, so far as this delegation of authority is consistent with the laws of the State of New York, the Club’s Charter, Constitution and By-Laws.
E. Meetings of the Board of Directors (Defined as gatherings where attendees see and/or hear each other. This includes meeting (in person) “physically” in the same room or conducting a meeting by videoconference or teleconference)
1. Designated Meetings. The first Meeting of the Board of Directors shall be held during the week of the National Specialty and prior to the annual membership meeting.
SECTION 2. Officers. The Club’s officers shall consist of:
No member shall hold more than one office. Each Officer shall be a regular member and shall be elected by the regular membership and member affiliated Clubs by written ballot at the annual election, and shall hold office for a period of one (1) year or until their successors are duly elected and qualified with the exception of the Delegate to the American Kennel Club and the Affiliate Club Representative, who shall hold office for a period of three (3) years as hereinafter provided, and with the further exception of the President, Corresponding Secretary and the Treasurer, who shall hold office for two (2) years.
B. First Vice-President. In the absence of the President, the First Vice-President shall preside at all meetings of the membership and of the Board of Directors, and shall perform such other duties as are commonly incident to the office and have such other powers and duties as the Board of Directors shall from time to time designate.
C. Second Vice-President. In the absence of the President and First Vice-President, the Second Vice-President shall preside at all meetings of the membership and of the Board of Directors, and shall perform such other duties as are commonly incident to the office and have such other powers and duties as the Board of Directors shall from time to time designate.
D. Corresponding Secretary.
F. Affiliate Club Representative.
G. Delegate to the American Kennel Club. The Delegate to the American Kennel Club shall represent the Club at all meetings of the Delegates of the American Kennel Club and shall be elected to serve for a term of three (3) years or until a successors is approved by the American Kennel Club.
SECTION 3. Appointments. One (1) or more person(s) may be appointed by the Board of Directors to assist the Officers listed above in the performance of their duties.
SECTION 4. Vacancies. Any vacancies occurring on the Board of Directors or among the offices during the year shall be filled until the next election by a majority vote of all the then members of the Board of Directors, except that a vacancy in the office of the President shall be filled automatically by the First Vice-President, and the resulting vacancy in the office of the First Vice-President shall be filled automatically by the Second Vice-President, and the resulting vacancy in the office of the Second Vice-President shall be filled by the Board of Directors.
SECTION 5. Terms. No Officer may be elected for more than three (3) consecutive terms to the same office, and no Director may be elected for more than three (3) consecutive terms as such; and further, no Officer or Director of the Club may serve for more than nine (9) consecutive years in any office of the Club.
SECTION 1. Standing Committees
Each committee shall present to the Board of Directors, for approval, a set of rules and regulations for the operation of that committee. These shall be amended, if needed, by each new chairperson appointed to said committee. Such committees or persons shall always be subject to the final authority of the Board of Directors. Special committees may also be appointed by the Board of Directors to assist it on particular projects.
All appointed committees shall serve only until the new Officers and Directors shall take office.
SECTION 2. Affiliate Club Delegates Committee.
A. Each Affiliate Club may elect a Delegate (and Alternate Delegate) and the Delegate (when recognized by the Club) shall become a member of the Affiliate Club Delegates Committee.
B. This Committee shall institute policy recommendations on matters governing the approval of show dates for local clubs, acceptance of new affiliate clubs, and standards affiliated clubs must maintain to retain affiliate status. The committee may initiate other policy recommendations as it may deem wise and submit such recommendations to the board of Directors.
C. The Affiliate Club Delegates Committee shall elect the Affiliate Club Representative as soon as practical after the expiration of the previous Affiliate Club Representative’s term of office.
D. The Affiliate Club Delegates Committee shall meet at regular intervals and may be called into meeting by the President, the Affiliate Club Representative or by petition of any five (5) members of the Affiliate Club Delegates Committee filed with the Affiliate Club Representative.
E. The Affiliate Club Delegates Committee may conduct its business by mail, teleconference, electronic mail or fax provided the same guidelines referenced in Article III, Section 1E are in place.
SECTION 1. Club Year. The Club’s fiscal year shall begin on the first (1st) day of November and end on the thirty-first (31st) day of October.
The Club’s official year shall begin immediately upon the conclusion of the annual meeting and shall continue through the next annual meeting. The elected Officers and Directors shall take office immediately upon the conclusion of the annual meeting and each retiring Officer shall turn over to his/her successor in office all properties and records relating to that office within thirty (30) days after such annual meeting.
All regular members and member Affiliate Clubs in good standing may vote in the annual election.
SECTION 2. Voting
A. At all meetings of the membership each member shall be entitled to one (1) vote if present or by written ballot cast by mail on such items deemed necessary by the Board of Directors and on such items as prescribed by these by-laws.
B. Voting shall be limited to those regular members and Affiliate Clubs who are members in good standing of the Club.
C. Voting by proxy shall not be permitted.
D. Voting by Affiliate Clubs
SECTION 3. Annual Elections. The annual election of Officers, Directors and Delegate to the American Kennel Club shall be conducted by mail ballot. Ballots, to be valid, must be received by the Corresponding Secretary or such professional service as is designated by the Board of Directors at the address given on the return envelope on or before September 15th. If a profession service is not used the ballots shall be counted by three (3) inspectors of election, to be chosen by the Board of Directors. The person receiving the largest number of votes for each position shall be declared elected. If any nominee, at the time of the annual meeting, is unable to serve for any reason, such nominee shall not be elected and the Board of Directors in the manner provided by Article III, Section 4, shall fill the vacancy so created.
SECTION 4. Nominations and Ballots.
A. The Board of Directors, on or before May fifteenth (15th) of each year, shall designate five (5) regular members of the Club to constitute a Nominating Committee. No regular member of the Club shall be eligible to serve on the Nominating Committee unless he/she shall have been a member in good standing for at least one (1) year. In addition thereto, no member shall be eligible to serve on the Nominating Committee if he/she is then an Officer or Director eligible for reelection. The Board of Directors shall name the Chairman of the Nominating Committee.
B. It shall be the duty of the Nominating Committee to nominate candidates for the offices and board positions to be filled by the next annual election. The Nominating Committee may nominate any regular member in good standing. The Nominating Committee may not nominate one of its members for office.
C. The Nominating Committee shall report its slate of nominees, in writing, to the Corresponding Secretary on or before June fifteenth (15th).
D. The Corresponding Secretary shall, on or before July first (1st), send notice to each regular member and member Affiliate Club setting forth the Nominating Committee’s choices for the offices and positions to be filled.
E. Any regular member in good standing, whose name does not appear upon the slate submitted to the Corresponding Secretary by the Nominating Committee, shall be eligible if, and only if, his/her name is proposed in writing and mailed to the Corresponding Secretary and President of the Club, and endorsed by at least five (5) other members in good standing, with the written consent or signature of the candidate. The candidate and endorsers shall be members in good standing with the Club for a minimum of one (1) year. Such endorsement shall be sent by certified mail with return receipt or delivered by hand to the Corresponding Secretary and the President of the Club on or before August first (1st) setting forth the office for which he/she is a candidate.
F. If no valid additional nominations are received by the Corresponding Secretary and President by August first (1st), the Nominating Committee’s slate shall be declared elected at the time of the annual meeting and no ballot shall be required.
G. In the event additional nominations are made the Corresponding Secretary shall, on or before August fifteenth (15th), notify each regular member of the Club of the name(s) of the candidate(s) so named or proposed and enclose a ballot for use in voting by mail together with instructions for its use.
H. No nominations shall be made from the floor at the annual meeting of the Club. In the event a nominee for office withdraws his/her candidacy, he/she must notify the Nominating Committee of such withdrawal. At that time the Nominating Committee has the right to choose another candidate.
I. All ballots must be received no later than September first (1st) at which time they shall be promptly tabulated and the nominees notified of the results.
SECTION 1. Any member who is suspended from the privileges of the American Kennel Club shall be automatically suspended from the privileges of the Club for a like period.
SECTION 2. Trial Board. A Trial Board shall be appointed from time to time by the Board of Directors of the Club and shall consist of not less than three (3) members, one of whom shall be a Director of the Club. The appointed Director shall be the chairperson of this Board. In the event one or more members of the Trial Board shall be unable to sit in any given case, the President, or in his/her absence, the Vice-President, shall appoint, subject to the approval of the Board of Directors, a substitute or substitutes.
SECTION 3. Charges
A. The Club or any regular or affiliate member may prefer charges against a regular or affiliate member.
B. Five (5) or more regular or affiliated members may prefer charges against an affiliated club.
SECTION 4. Nature of Charges. The commission or omission of any act which discredits or tends to discredit, or otherwise injure the Club or any affiliated Club or the breed, or which tends to or may tend to disrupt and disorganize the Club or any of its affiliates, or which is inconsistent with the effective carrying out of the purposes of the Club or any of its affiliated clubs.
SECTION 5. Filing Charges. Written charges with specifications must be filed in duplicate with the Corresponding Secretary, together with a deposit of one hundred ($100.00) dollars, which shall be forfeited if such charges are not sustained. The Corresponding Secretary shall promptly notify the Trial Board of the Club, which shall promptly meet to determine the validity of the charges. The Trial Board shall first consider whether the actions alleged in the charges, if proven, might constitute conduct prejudicial to the best interest of the Club or the breed. If the Trial Board considers that the charges do not allege conduct, which would be prejudicial to the best interests of the Club or the breed it may refuse to entertain jurisdiction. If the Trial Board entertains jurisdiction of the charges it shall fix a date for a hearing by the Trial Board, not less than three (3) weeks nor more than six (6) weeks thereafter. The Corresponding Secretary shall promptly send one copy of the charges to the accused member by certified mail with return receipt, together with a notice of the hearing date and an assurance that the defendant may personally appear in his/her own defense and may bring witnesses if he/she so wishes. Any member shall have the right to appear and be represented by counsel.
SECTION 6. Findings. A majority vote of the Trial Board shall determine and decide all matters before it. Should the charges be sustained after hearing all the evidence, testimony or affidavits presented by the complainant and defendant, the Trial Board may suspend the defendant from all privileges of the Club for not more than six (6) months from the date of the hearing. If it deems that punishment insufficient it may also recommend to a meeting of the membership that the penalty be expulsion for individuals or revocation of membership in the case of affiliated clubs. In such case, the suspension shall not restrict the defendant’s right to appear before the next regular meeting, or any special meeting of the membership called to consider the Trial Board’s recommendation. Any member shall have the right to appear and be represented by counsel. Immediately following the decision of the membership its findings shall be put in written form and filed with the Corresponding Secretary who, in turn, shall notify the defendant(s) of the decision by the meeting and the action taken.
SECTION 7. Expulsion of a member from the Club or revocation of the membership of an affiliated Club may be accomplished only at a meeting of the membership and upon the Trial Board’s recommendation. Such proceedings may occur at a regular or special meeting of the membership, which must be held within sixty (60) days, but not earlier than thirty (30) days following the decision of the Trial Board. Notice shall be sent at least ten (10) days in advance to all regular members and to the defendant of the date, time and place of any meeting at which any recommendations of the Trial Board shall be considered. The notice shall further set forth the full name of the defendant, the charges preferred, and a copy of the findings of the Trial Board and state that the recommendation of the Trial Board is to be acted upon. The defendant shall have the privilege of appearing in his/her, or its own, behalf though no evidence shall be taken at the meeting of the members. The President or Chairperson of the meeting shall read the charges and the Trial Board’s findings and invite the defendant, if present, to speak in his/her own behalf if desired. The meeting shall then vote by secret written ballot on the proposed expulsion or revocation of membership. A two-thirds (2/3) vote of those present at such meeting shall be necessary for expulsion or revocation of membership. If expulsion or revocation of membership is not so voted, the Trial Board’s suspension shall stand.
SECTION 1. Amendments to the Constitution and By-Laws (and to the Standard for the breed) may be proposed by the Board of Directors or by written petition addressed to the Corresponding Secretary signed by twenty (20%) per cent 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 membership within three (3) months of the date when the Corresponding Secretary received the petition.
SECTION 2. The Constitution and By-Laws (and the Standard for the breed) may be amended at any time provided a copy of the proposed amendment(s) has been mailed by the Corresponding Secretary to each member in good standing on the date of mailing, accompanied by a ballot on which he/she may indicate his/her choice for or against the action to be taken. The notice shall specify a date not less than thirty (30) days after the date of mailing by which date the ballots must be returned to the Corresponding Secretary to be counted. The favorable vote of two-thirds (2/3) of the membership in good standing who return valid ballots within the time limit shall be required to effect any such amendment.
SECTION 3. No amendment to the Constitution and By-laws (or to the Standard for the breed) that is adopted by the Club shall become effective until it has been approved by the Board of Directors of the American Kennel Club.
SECTION 1. The Club may be dissolved at any time by the written consent of not less than two-thirds (2/3) of its membership. In the event of the dissolution of the Club other than for purposes of reorganization, whether voluntary or involuntary or by the 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. After payment of the debts of the Club, its property and assets shall be given to a charitable organization selected by the Board of Directors for the benefit of dogs.
SECTION 1. At meetings of the Club the order of business, so far as the character or nature of the meeting may permit shall be as follows:
SECTION 2. At meetings of the Board of Directors the order of business, unless otherwise directed by a majority vote of those present, shall be as follows:
SECTION 1. All meetings and parliamentary procedures shall be conducted in accordance with the latest edition of Robert’s Rules of Order, unless this is in conflict with the requirements of this Constitution and By-laws, in which case the Constitution and By-laws shall take precedence.