CONSTITUTION
&
BY-LAWS

GSDC Gr Kansas City.jpg

GERMAN SHEPHERD DOG CLUB
OF
GREATER KANSAS CITY, INC.



 

www.gsdcgkc.com
www.facebook.com/gsdcgkc
www.twitter.com/gsdcgkc


GSDC Gr Kansas City.jpg

GERMAN SHEPHERD DOG CLUB OF GREATER KANSAS CITY, INC.
Constitution & By-Laws
Revised January 1, 2018

 

ARTICLE I
TITLE

This association shall be known as “The German Shepherd Dog Club of Greater Kansas City, Inc.”

ARTICLE II
PURPOSE

The purpose of the Club shall be:

A.   To encourage and promote the intelligent and selective breeding of pure bred German Shepherd Dogs and to do all possible to bring their qualities to perfection and encourage scientific research for the improvement of the breed.

B.   To do all in its power to protect and advance the interests of the breed by encouraging sportsmanlike competition at dog shows and obedience trials.

C.   To educate the public generally as to the uses, habits, characteristics, advantages, training, care, companionship and treatment of German Shepherd Dogs.

D.   To urge members and breeders to accept, know and understand the standard of the breed as approved by the American Kennel Club as the only standard of excellence by which German Shepherd Dogs shall be judged.

E.   To promote the use of the German Shepherd Dog in civil defense, armed forces, police duty, guide dogs for the blind, rescue service and gratuitous obedience exhibition for charitable institutions.


-2- 

ARTICLE III
MEMBERSHIP

SECTION 1. ELIGIBILITY

There are three types of membership.

A.   REGULAR MEMBERSHIP:  A regular membership shall be open to all persons 17 years of age and older who are in good standing with the American Kennel Club and who subscribe to the purposes of this club.

B.   LIFETIME MEMBERSHIPS: Regular members who have had a continuous membership of 40 years.

C.   JUNIOR MEMBERSHIP shall be open to all persons ages 10 through 16 who are in good standing with the American Kennel Club and who subscribe to the purposes of the Club. A junior member shall be regarded as a regular member with the exception of voting privileges and the right to hold office; these are excluded.

SECTION 2. DUES

The dues for the following year shall be determined by the Board of Directors annually, prior to the regular September meeting, subject to approval by the membership. During the month of November, the Treasurer shall mail each member a statement of their dues for the coming year. Members' dues shall be paid in advance and shall be payable on or before the first day of January of the following year. No member shall be entitled to vote on any Club business or hold any Office unless their dues have been paid for the current year.

SECTION 3. ELECTION TO REGULAR MEMBERSHIP

A.   Application or regular membership shall be made in writing upon a form provided by the Club for that purpose and shall be accompanied by the payment of the regular annual membership dues; except that applications submitted after July 1st, and before January 1st of any calendar year, shall be accompanied by only one-half the annual dues.

B.   Applicants for regular membership shall be recommended by two members of the Club in good standing who shall endorse their names upon the application for membership and such application shall be presented to the Secretary of the Club at the next regular meeting.

C.   Such application shall be presented to the members present at such next meeting of the Club and shall be voted upon at the next succeeding meeting of the Club following the meeting at which said application is presented or proposed.

D.   Favorable vote of 90 percent of the members in attendance at such meeting of the Club shall be required to elect the applicant to membership, a quorum being present.

E.   The applicant for membership shall be notified by the Secretary of the action taken by the Club upon such application for membership.


-3-

SECTION 4. TERMINATION OF MEMBERSHIP

Memberships may be terminated:

A.   BY RESIGNATION.  Any member in good standing may resign from the Club upon written notice to the Secretary; but no member may resign when in debt to the Club. Dues obligations are considered a debt to the Club, and they become incurred on the first day of each calendar year.

B.   DELINQUENT DEBTS.  A membership will be considered as lapsed and automatically terminated if such member’s dues or obligations remain unpaid as of January 1st of the current calendar year and such members will be dropped from the roster of the Club as of that date.

C.   BY EXPULSION: A membership may be terminated by expulsion as provided in Section 5 of the article.

SECTION 5. DISCIPLINE

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.

2.    CHARGES.  Any member may prefer charges against another member for alleged misconduct prejudicial to the best interest of the Club or breed. Written charges with specifications shall be filed in triplicate with the Secretary, together with a deposit of $50.00 which shall be forfeited if the charges are not sustained. The Secretary shall promptly notify the Board of Directors of the filing of such charges and the Board of Directors shall thereupon meet and fix a date of a Board of Directors hearing not less than three weeks, nor more than six 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 before the Board of Directors and an assurance that the accused may personally appear in his own defense and present evidence if he so desires.

3.    BOARD OF DIRECTORS HEARING. The Board of Directors shall have complete authority to decide whether counsel for the complainant and counsel for the accused may attend the hearing, but both complainant and accused shall be treated uniformly in that regard. Should the charges be sustained, after hearing all the evidence and testimony presented by complainant and accused, the Board of Directors may by a majority vote of those present, suspend  the accused from all privileges of the Club for not more than six months from the date of the hearing. If the Board of Directors deems that punishment insufficient, it may also recommend to the membershp of the Club that the penalty be expulsion of the accused. In such case, the suspension of the accused shall not deprive the accused of the right to appear before his fellow members at the ensuing Club meeting a which the recommendations of the Board of Directors are to be considered. Immediately after the Board of Directors has reached a decision, its findings shall be put in written form and filed with the Secretary. The Secretary shall then notify each of the parties of the Board of Director’s decision and the penalty, if any assessed against the accused.


4-

4.   EXPULSION.

1.   Expulsion of a member from the Club may be accomplished only at a meeting of the Club following a hearing before the Board of Directors as herein before provided and upon the Board of Director’s recommendation of expulsion from membership. Such proceedings may be held at a regular or special meeting of the Club within 60 days, but not earlier than 30 days, after the date of the Board of Director’s recommendation of expulsion. The accused shall be accorded the privilege of appearing in his own behalf at such Club meeting though no evidence shall be taken at such meeting.

2.    The President shall read the charges and the Board of Director’s findings and invite the accused, if present, to speak in his own behalf if he so desires. The members shall then vote by secret ballot on the proposed expulsion. A two-thirds vote of those present at the meeting shall be necessary for expulsion. If expulsion is not so voted, the Board of Director’s suspension of the accused, if any, shall remain in full force and effect. 

ARTICLE IV
DIRECTORS AND OFFICERS

SECTION 1. BOARD OF DIRECTORS

A.   The Board of Directors shall be comprised of the President, Vice President and not less than three nor more than eight elected directors, there being one director for each fifteen regular and lifetime members up to 76 members, then one additional director for each additional thirty members. Official regular and lifetime membership as of December 31st shall determine the number of directors to be elected at the following Annual Meeting. There shall be no increase in the membership of the Board of Directors following the regular July membership meeting and prior to the Annual Meeting. The members of the Board of Directors shall be members of the Club in good standing elected at large for terms expiring at the following Annual Meeting as provided in ARTICLE V hereof.

B.   The Board of Directors shall be vested with the power and authority to carry on and manage the usual and ordinary business and affairs of the Club and shall appoint and have power to remove all committees or members of committees to whom special decisions shall be delegated and shall generally supervise and be responsible to the Club for the actions of such committees, the conduct of the business and the preservation and protection of all property of the Club.

C.    The Board of Directors shall have the power and authority to authorize expenditures and incur obligations in the normal course of club business not to exceed $200.00 per calendar month (non-accumulative.) No expenditure or obligation for capital goods or expendable materials in excess of $200.00 per calendar month shall me made without the expressed will of the membership confirmed by a majority vote of the members present at any regular meeting of the Club at which a quorum is present.

D.   The Board of Directors shall meet at least bi-monthly and as often as the conduct of the business and affairs of the Club shall require. Meetings of the Board of Directors shall be held whenever the President or any two members of such Board shall consider such meetings necessary or desirable.  The President and Secretary shall notify all members of the Board of the time and the place of such meeting.


-5-

A complete and comprehensive record of such meetings of the Board of Directors shall be kept and reduced to writing by the Secretary who shall furnish a copy of such proceeding to the Club President and a copy to the Club Treasurer, and the Secretary shall maintain a file of the minutes of all such meetings. A quorum of the Board of Directors shall consist of two thirds of the members of the Board. A quorum of Directors shall be present at such meetings and no action taken by the Board of Directors at a meeting where less than a quorum is present shall be binding or of any force or effect. A majority vote of the Directors present at any meeting shall be necessary in deciding any issue or adopting any resolution.

A.   The Board of Directors shall elect one of its members (other than the Club President) Chairman of the Board and regular reports shall be made by the Board of Directors to the Club membership of all business transacted by the Board of Directors at each regular Club meeting.

B.   VACANCIES. Any vacancy occurring on the Board of Directors during the calendar year shall be filled for the unexpired term of office by a majority vote of the members of the Club at the next meeting of the Club following the creation of such vacancy. Any director may be removed from the Board by a two-thirds majority vote by the members of the Club in attendance at any regular meeting of the Club, a quorum being present.

C.    The Board of Directors shall be bound by the terms of this Constitution and By-Laws and shall pass no resolution contrary to or inconsistent therewith; it shall take no part in election of members or establish any screening committee or make any rules or regulations regarding qualifications for membership in the Club; nor shall it do any act or authorize any matter or thing contrary to the express will of two thirds of the members of the Club present at any regular meetings of the Club at which a quorum is present.

The Board of Directors shall be bound to act in accord with the expressed will of the members of the Club confirmed by a two-thirds majority of the members present at any regular meeting of the Club at which a quorum is present and any act or resolution of the Board of Directors may be nullified and rendered void by two-thirds majority vote of the members present at any regular meeting of the Club at which a quorum is present.

SECTION 2. OFFICERS

A.   The Club President shall preside at all meetings of the Club and shall have the duties and powers normally pertaining to such office and, as the chief executive officer of the Club, shall carry out and put into execution, any decisions adopted by the Board of Directors and shall, at all times, conduct the business of the Club entrusted to him, as such executive officer, in harmony with and according to the decisions made by the Board of Directors and the Club.

B.   The Vice President of the Club shall, in the event of the death, absence or incapacity of the President, assume and exercise the powers and duties ordinarily exercised by the President and shall, in the event of the President’s resignation, death or expulsion, succeed to the office of and become the President of the Club.

C.   The Secretary shall keep minutes and records of all meetings of the Club and of the Board of Directors and of all other matters which a record shall be required to be kept by the Club or the Board of Directors. The Secretary shall also keep a permanent file of all show and business records and correspondence of the Club, its officers and directors, and shall notify members of the Club and of the Board of Directors of regular and special meetings of such bodies, shall notify applicants


-6-

of Directors of regular and special meetings of such bodies, shall notify applicants for membership of their rejection or election to membership, notify officers and directors of their election to office, keep a roll of the Club with their addresses and carry out such other duties as are prescribed by this Constitution and By-Laws or which may be required by the Board of Directors.

A.   The Corresponding Secretary shall take care of such correspondence on behalf of the Club as may be necessary in the normal transaction of its business and as may be required from time to time by the officers and the Board of Directors.

B.   The Treasurer shall:

1.    Collect and receive all money due or belonging to the Club and give receipt thereof. He shall deposit the same in a bank satisfactory to the Board of Directors in the name of the Club. He shall keep accurate and comprehensive books of account. All bank statements and canceled checks shall be open to examination and inspection of the Board of Directors or any member of the Club in good standing. The Treasurer shall provide a written Treasurer’s Report to the Club at all of its regular meetings and at the meetings of the Board of Directors. At the Annual Meeting of the Club, he shall present a summary of all money received and expended during the preceding fiscal year and account to the Club. The Treasurer’s annual report and accounting shall be audited and approved by the Board of Directors.

2.    Make no expenditures from the funds of the Club except at the direction and with the authority of the Board of Directors. All such expenditures shall be by check drawn upon the bank account of the Club unless otherwise authorized by the Board of Directors and the bank statements and canceled checks of such account shall be preserved by the Treasurer.

3.    In absence of incapacity of both the President and Vice President, the Treasurer shall preside at the meetings of the club.

4.    Due to the Club’s income not exceeding $50,000 per year the Club is able to file Form 990-N or the current IRS form via the IRS e-Postcard system under the EIN 43-6038344. This electronic filing must be done prior to April 15 of each year. Records of this filing must be kept in the Treasurer’s records.

C.   In the event of a vacancy occurring in the office of Vice President, Secretary, Corresponding Secretary or Treasurer, a successor shall be appointed by the Board of Directors to serve until the next regular meeting of the Club at which meeting a successor shall be elected by the Club after due notice to all of the members by the Secretary of such special election.

The Treasurer of the Club shall be required to furnish fidelity bond to the Club, the premium for which shall be paid out of the Club’s treasury


-7-

ARTICLE V
THE CLUB’S YEAR, ANNUAL MEETINGS, ELECTIONS

SECTION 1.  THE CLUB’S FISCAL AND OFFICIAL YEAR

A.   The Club’s fiscal year shall commence on the first day of January and end on the 31st day of December of each calendar year.

B.   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 of the Club shall be held between the first and fifteenth of January of each year at which meeting Directors and Officers for the ensuing year shall be elected by written ballot. Such newly elected Directors and Officers shall take office immediately upon the conclusion of such Annual Meeting and each retiring Officer and Director shall turn over to his successor in office, all properties and records relating to such office within ten days after such Annual Meeting.

SECTION  3.  PROXIES

There shall be no vote by proxy at any meeting of the Club, Board of Directors or Committees.

SECTION 4.  ELECTIONS

A.   Only members who have served at least one full term as an Officer or Director shall be eligible for the office of President, and no person shall be eligible for any elective office until he has been a member of the Club at least six months and has attended at least five of the last twelve regular meetings of the Club. The recording Secretary must certify the eligibility of all nominees.

B.   To be elected to an office in the Club or as a member of the Board of Directors, a candidate shall be nominated by a member of the Club and shall receive a majority of the votes of the members voting. In the event no candidate receives a majority of the votes on the first ballot, a second ballot shall be cast by the members present after removing the name of the candidate having the lowest number of votes. If necessary, a third or successive ballot shall be cast by the members present.

C.    In voting for the Board of Directors, each Club member shall vote for as many as are to be elected. If an insufficient number receive a majority on the first ballot, those having a majority shall be declared elected and a succeeding ballot cast by the members for the required number of Board members from those candidates who did not receive a majority of votes.


-8-
 

SECTION 5.  NOMINATIONS

A.   The Nominating Committee shall consist of five persons who have been Club members for a minimum of six months, and only one of whom may be a member of the Board. The Recording Secretary is not eligible for membership on this committee.  Two members of this committee are to be selected by the Board of Directors at the regular September Board meeting and three persons are to be elected by the Club members at the regular October business meeting.

B.   The Recording Secretary shall notify the appointees and electors of this committee and call the first meeting at which a Chairman will be elected by the Committee from its membership. A list of all Club members eligible for office shall be furnished by the Recording Secretary to the Nominating Committee.

C.   The Nominating Committee shall consider the qualifications and fitness of office of those members of the Club whom it considers to be best qualified to be named as candidates for office and shall investigate and determine the willingness of such persons to serve in such capacities and shall make recommendations to the Club at the regular December meeting of the Club. Members of the Nominating Committee are not barred from becoming nominees for office. The recommendations of the Nominating Committee shall in no way be binding upon the membership of the Club.

D.   Every Club member shall have the privilege of nominating candidates for office. Such nominations must be made in writing, not necessarily signed, postmarked no later than November 30th, and addressed to the Recording Secretary who must read the nominations thus made immediately following the report of the Nominating Committee at the December meeting of the Club and must certify whether such nominees are eligible for office in accordance with Article V, Section 4 of these By-Laws. No additional nominations may be made except, in the event of an insufficient number of candidates for any reason, nominations may be made from the floor at the Annual Meeting. The presiding officer shall not call for a vote until every member of the Club who wishes to discuss the slate of candidates has had an opportunity to be heard.

E.   The Recording Secretary shall mail to every Club member at least two weeks prior to the Annual Meeting, a ballot setting forth the names of all nominees for office. Members may cast absentee ballots by delivering them to the Recording Secretary prior to the opening of the Annual Meeting. In order to be counted, absentee ballots must be signed. No person who has voted by absentee ballot may vote at a meeting which he attends.

SECTION 6.  MEETINGS

A.   All meetings of the Club shall be held upon notice by the President or Club Secretary. The regular meetings of the Club shall be held on the second Tuesday of each month at such place as the Board of Directors shall determine unless the Board of Directors shall otherwise designate.

B.   A quorum at such regular meetings shall consist of fifteen (15) percent of the active membership as per the Roster listing for the current year, but not less than twelve (12) active members of the Club membership in good standing.


-9-                

A.   Special meetings of the Club may be called by the Board of Directors or upon written request, signed by five members of the Club in good standing, and presented to the Secretary. Notice of such special meeting, stating time, place and the purpose of the meeting shall be mailed or emailed by the Secretary to every member of the Club at least three days before the meeting. A quorum must be present at any such meeting at which official business is to be transacted. 

ARTICLE VI
COMMITTEES

 The Board of Directors shall appoint such standing committees during the year to advance the work of the Club in such matters as dog shows, obedience trials, club newspaper, trophies, annual prizes, membership and other fields which may be well served by committees.  Such committees shall always be subject to the final authority of the Board of Directors and shall make full report to the Board of Directors of all matters pertaining to the function of the committee. Special committees may also be appointed by the Board of Directors to aid or advise it on particular projects.

ARTICLE VII
AMENDMENTS

This Constitution and the By-Laws of this Club may be amended by two-thirds majority of the members present and voting at any regular or special meeting of the Club called for any such meeting and mailed to each member of the Club at least two weeks in advance of the date of such meeting. 

ARTICLE VIII
ORDER OF BUSINESS

 SECTION 1.  The order of business at regular meeting shall be:

1.    Roll call
2.    Minutes of the last meeting
3.    Report of Board of Directors
4.    Report of Secretary
5.    Report of Treasurer
6.    Report of committees
7.    Report of President
8.    Election of new members
9.    Election of officers and directors (at Annual Meeting)
10.  Unfinished business
11.   New business
12.   Adjournment


-10- 

 SECTION 2.  

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

1.  Reading of minutes of last meeting
2.  Report of the Secretary
3.  Report of the Treasurer
4.  New Business
5.  Adjournment

SECTION 3.  All meetings of the Club, Board of Directors and committees will be conducted in accordance with:

 Robert's Rules of Order Newly Revised In
 Brief
(2005).  

ARTICLE IX
DISSOLUTION

The Club may be dissolved at any time by the written consent of not less than three-fourths of the members then in good standing. After payment of all the just debts and obligations of the Club, its property and assets shall be liquidated in such manner as the Board of Directors shall determine and then the balance in the treasury shall be donated and turned over to some worthy, charitable organization as the Board of Directors shall determine.