Section 1. The name of the club shall be The Airedale Terrier Club of America.
Section 2. The objectives of the Airedale Terrier Club of America shall be:
- To encourage and promote quality in the breeding of healthy pure-bred Airedale Terriers and to do all possible to bring their natural qualities to perfection.
- 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 breed shall be judged.
- To educate judges about the standard of the breed as approved by the American Kennel Club.
- To do all in its power to protect and advance the interests of the breed and to encourage sportsmanlike competition at dog shows, obedience and agility trials, field and hunting events, and other types of performance competitions; and to support rescue/adoption activities.
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 and may, from time to time, revise such by-laws as may be required to carry out these objectives.
ARTICLE I - MEMBERSHIP
Section 1. ELIGIBILITY.
- There shall be two types of membership. Each individual applicant for membership shall provide written application on a form provided by the club, and shall indicated thereon the type of membership desired.
- Regular Membership shall be available to all persons eighteen years of age or older who are in good standing with The American Kennel Club and who subscribe to the purposes of this Club. Regular Members shall be entitled to all privileges of membership, including the right to vote and hold office, except as noted elsewhere in this section.
- Junior Membership shall be available, at a reduced annual dues rate, to persons at least ten years of age, but not yet eighteen years of age who are in good standing with The American Kennel Club and who subscribe to the purposes of this Club. Junior Members shall have all the rights and privileges of Regular Members except the right to hold office, the right to vote in Club elections or at Club meetings, and any rights granted by the Club or Board which it shall deem as appropriate for Regular Members only. Junior Members shall automatically become Regular Members upon reaching eighteen years of age.
- Regular members who are not residents of the United States of America may not vote or hold office and shall not be counted in determining quorum for meetings or percentages of membership as required elsewhere in these by-laws.
Section 2. DUES.
- The annual membership dues of the Club shall be established by the Board of Directors. Dues amounts for Junior shall be established at a rate not to exceed 80% those assessed Regular Members. Annual dues amounts shall not be pro-rated for applicants whose membership status changes, for any reason, during the Club's fiscal year. The amount of the annual dues may be changed by the Board of Directors provided that:
- All members are notified of the proposed change sixty days before the Board votes on the change, and
- The proposed change is approved in writing by three-fourths of the members of the Board.
- A one-time application processing and initiation fee shall be assessed all new members and shall be paid at time of application. The fee shall be the same for all types of membership.
- The Board of Directors may establish membership surcharges for any member whose mailing address lies outside the United States of America. Such surcharges shall be established only on the basis of extra charges incurred, or expected to be incurred, by the Club, as a result of mailing member correspondence and club newsletters to areas beyond the jurisdiction of the United States Postal Service. Foreign address surcharges shall be due and payable at the same time as the member's dues and shall not be pro-rated for members whose membership status changes, for any reason, during the Club's fiscal year.
During the month of June, the Treasurer shall send to each member a statement or statement as provided for in Article II, Section 4, paragraph 2 of his/her dues for the ensuing fiscal year (July 1 through June 30). The membership dues shall be payable before September 1st of said fiscal year. Any member whose dues shall be due and owing after the first day of September of each year shall stand suspended and shall be deprived of all the privileges of membership, including the right to vote at any meeting of the Club until such time as dues shall be paid. Any member whose dues remain unpaid through November 1st shall be automatically terminated from membership.
Section 3. ELECTION. Applicants may be elected at any meeting of the Club or by regular mail or e-mail vote of the Executive Committee. The Executive Committee may approve the application by their individual endorsement. Favorable votes of 90% of the members in attendance of a meeting of the Club or of all but two of the Executive Committee, shall be required to elect an applicant to membership.
Section 4. TERMINATION OF MEMBERSHIP. Membership may be terminated as follows:
- BY RESIGNATION. Any member in good standing may resign from the Club upon written notice to the Secretary/Treasurer, but such resignations shall not be accepted if there is any indebtedness due and owing from the said member to the Club. The dues shall be considered a debt due and owing the first day of November.
- BY LAPSING. A membership will be considered as lapsed and automatically terminated if such member's dues remain unpaid after the first day of November of the fiscal year. However, the Board may grant an additional 90 days of grace to such delinquent members in meritorious cases.
- BY EXPULSION. A membership may be terminated by expulsion as
provided in Article VI of these By-Laws.
ARTICLE II - MEETINGS
Section 1. ANNUAL MEETING. The Annual Meeting of the Club shall be held in the Greater Philadelphia Area during the month of October each year at such hour and place as may be designated by the President with the approval of the Board of Directors. Written notice or notice as provided for in Article II, Section 4, paragraph 2 of such meeting shall be provided to all members by the Secretary by September 1. The quorum of such meetings shall be 10 percent of the Regular Members in good standing who are United States residents.
Section 2. CLUB MEETINGS. Other Club meetings may be called by the Executive committee, or by a majority vote of the members of the Board who are present and voting at any meeting of the Board, or by the Secretary upon receipt of a petition signed by 10 percent of the Regular Members in good standing who are Unites States residents. Such meetings shall be held at such hour and place as may be designated by the person or persons authorized herein to call such meetings. Written notice or notice as provided for in Article II, Section 4, paragraph 2 of such meetings shall be provided to all members by the Secretary at least 15 days and not more than 30 days prior to the date of the meeting; and said notice shall state the purpose of the meeting and no other Club business may be transacted thereat. The quorum for such a meeting shall be 10 percent of the Regular Members in good standing who are United States residents.
Section 3. MEETINGS OF BOARD OF DIRECTORS.
- One meeting of the Board of Directors shall be held within two days following the Annual Meeting of the membership and at such meeting the Board of Directors shall appoint an Executive Committee and delegate to the Executive Committee such of those powers and authority as it may see fit. The quorum for such a meeting shall be a majority, but in the event that less than a majority of the Board of Directors is present at such meetings the appointment of the Executive Committee, its delegation of authority and any other business approved, shall not become effective until and unless a majority of the Board of Directors has provided written approval of the minutes of the meeting.
- Other meetings of the Board may be called by the President with approval of the Executive Committee, or by the Secretary upon receipt of a written request by at least eight members of the Board. Such special meetings shall be held at such hour and place as may be designated by the person authorized to call such meetings. Written notice or notice as provided for in Article II, Section 4, paragraph 2 of such meeting shall be sent by the Secretary at least 15 days and not more than 30 days prior to the date of the meeting. Any such notice shall set the purpose of the meeting and if actions are taken by the Board on any suggestions not included in the statement of the notice of the meeting, or in the event that less than a majority of the Board of Directors is present, these actions shall not become effective until approved by a majority of the Board of Directors. A quorum for such a meeting shall be a majority of the Board voting in person or by teleconference or voting by mail, fax, or e-mail.
Section 4. BUSINESS BY MAIL, TELEPHONE, AND/OR OTHER MEANS OF ELECTRONIC COMMUNICATION.Meetings: the Board of Directors may hold meetings in person or by videoconference or teleconference. Business (voting) can be conducted at meetings or through mail, fax, or e-mail, provided it does not conflict with any other provisions of these By-Laws. In order for business to be conducted by e-mail the following must occur:
- Every Board member must have means to participate.
- A procedure must be in place to verify the identity of the individuals participating, to ensure that they are eligible Board members.
- A mechanism must be in place to insure that the Board members are "listening".
- All Board members must agree to participate in this manner. Written minutes shall be prepared with in 14 days of all business conducted whether by mail, e-mail, or at a meeting of the Board. and be subject to confirmation by e-mail or other verifiable means for those without e-mail.
The Board of Directors will stipulate guidelines for the conduct of business electronically. These guidelines will be included in the ATCA Standing Rules and General Operating Procedures.
The Club may send members notification of club meeting; dues notices; minutes and newsletters and Board members notification of board meetings via e-mail provided that the member or Board member has signed an authorization agreeing to this method of communication. Such authorization will be revocable. The guidelines for this authorization will be included in the ATCA Standing Rules and General Operating Procedures.
ARTICLE III - DIRECTORS, OFFICERS AND EXECUTIVE COMMITTEE
Section 1. BOARD OF DIRECTORS. The Board of Directors shall consist of the President, the three Vice-Presidents, the Secretary, the Treasurer, the Assistant Secretary, the Assistant Treasurer, and the Delegate to The American Kennel Club, and fifteen (15) Directors, all of whom shall be Regular Members in good standing and who are residents of the United States of America. The officers and Delegate shall serve one-year terms and the Directors shall serve three-year terms on a rotating basis with five Directors elected each year at the Club's Annual Meeting as provided in Article IV. No Director shall serve for more than two consecutive three-year terms. However, after an interim of one year a Director may be eligible for re-nomination. The general management of the Club's affairs shall be entrusted to the Board of Directors.
An Executive Committee, which shall consist of the President, the three Vice-Presidents, the Secretary, and two other Directors of the Club shall be appointed each year by the Board of Directors. It shall be the duty of the Executive Committee to function on any matters pertaining to the business of the Club in accordance with the powers delegated to them by the Board. These powers include: 1) Approval of new members, 2) Selection of overflow judges for ATCA Specialties and 3) the Executive Committee acts only in the case of emergency as defined by the President or Vice President(s). An emergency is a situation requiring immediate (within 10 days) attention. Selection of two Directors at large to serve on the Executive Committee for the ensuing year shall be the first order of business at the first meeting of the Board of Directors held after the Annual Meeting of the membership.
Section 2. OFFICERS. The Club's officers, consisting of the President, three Vice-Presidents, Secretary, Assistant Secretary, Treasurer, and Assistant Treasurer shall serve in their respective capacities, both with regard to the Club and its meetings and to the Board and its meetings.
- 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 By-Laws.
- The Vice-Presidents shall assist the President. In the case of the President's absence from a Club or Board meeting, the President will designate one of the Vice-Presidents to act as President for that meeting. In the event of the President's death or incapacity, the Board of Directors, by written ballot, will select one of the three Vice-Presidents to serve as President for the remainder of the term.
- The Secretary shall keep a record of all meetings of the Club and of the Board and of all matters of which a record shall be ordered by the Club. The Secretary shall have charge of the correspondence with members and the American Kennel Club, notify officers and Directors of their election to office, keep a roll of the members of the Club with their addresses or the Board may designate a roster coordinator to keep the roll of members and their addresses, and carry out such other duties as are prescribed in these By-Laws.
- The The Treasurer shall collect and receive all moneys due or belonging to the Club and receipt therefore. The Treasurer shall deposit the same in a bank satisfactory to the Board, in the name of the Club. The Treasurer's books shall at all times be open to inspection by the Board and he/she shall report to them at every meeting the condition of the Club's finances and every item or receipt or payment not before reported; and at the Annual Meeting the Treasurer shall render an account of all funds received and expended during the previous fiscal year. An account of all funds received and expended during the previous fiscal year shall be presented at the Annual Meeting. Following the Annual Meeting presentation, the annual financial report will be posted on the ATCA website under member only documents and a summary will be included in the American Airedale.
- The Assistant Secretary shall assist the Secretary. Specific duties include acting as club representative in all matters involving correspondence or contact with non-members or with non-member organizations, except the American Kennel Club. The Assistant Secretary will deal with all queries from the public regarding the breed, its function and refer requests to the appropriate ATCA committee. The Assistant Secretary will be responsible for mailings to the membership which include: notice of the Nominating Committee; slate of the Nominating Committee with biographies and notice of the Annual Meeting.
- The Assistant Treasurer shall assist the Treasurer. In the event of the death, absence or incapacity of the Treasurer, the Assistant Treasurer shall assume the duties of the Treasurer.
- The Delegate to The American Kennel Club shall represent the Club at the meetings of the Delegates to the American Kennel Club. The Delegate shall provide a written summary of such meetings to the Club Secretary.
Section 3. VACANCIES ON THE BOARD OF DIRECTORS. Any vacancies occurring on the Board or among the officers during the year shall be filled for the un-expired term of office by a majority vote of the then members of the Board; except that a vacancy in the office of President shall be filled by the Vice-President having the longest seniority in that office. In the case of more than one Vice-President with the same seniority, the tie shall be broken by an impartial toss of a coin. The resulting vacancy in the office of Vice-President shall be filled by the Board.
ARTICLE IV - THE CLUB YEAR, NOMINATIONS AND ELECTIONS
Section 1. CLUB YEAR. The Club's fiscal year shall begin on the first day of July and end on the last day of June. The Club's official year shall begin immediately upon the installation of new officers at the October Annual Meeting and shall continue until the installation of new officers at the next Annual Meeting.
Section 2. ANNUAL MEETING. The Annual Meeting shall be held during the month of October as set forth in Article II, Section 1. Directors and Officers for the ensuing year shall take office as of the last item on the agenda which shall be entitled, New directors and Officers. Each retiring officer shall turn over to his successor in office all properties and records relating to that office not later than November 1.
Section 3. NOMINATIONS. No member may be a candidate in the Club election who has not been nominated. No later than April 1st, the Board of Directors shall appoint a Nominating Committee consisting of a Chairman and six additional committee members not more than 2 of whom shall be members of the Board. The residences of the members of the Nominating Committee shall be as such as to provide adequate representation from areas throughout the United States in approximate proportion to their Club membership. The Secretary shall notify the Committee persons of their selection and the Committee shall meet or communicate with each other in the selection of candidates for each office as follows:
- The Committee shall nominate one candidate for each office in the Club, one for delegate to The American Kennel Club, and also candidates for membership on the Board of Directors. The residences of the candidates should be selected as to provide adequate representation, if possible, from areas throughout the United States.
- The Chairman of the Nominating Committee shall ascertain the willingness of these candidates to serve if elected and in the event anyone refuses to serve, the Committee shall select a substitute candidate.
- The Chairman of the Committee shall report to the Secretary prior to May 1, the list of candidates selected.
- The Secretary shall notify the Club membership of the nominations of the Nominating Committee by May 15.
- Additional nominations may be made by written petition received by the Secretary not later than July 10, signed by at least 5% of the membership who are in good standing and qualified to vote and endorsed by each additional nominee
- No person may be a candidate for more than one office.
Section 4. VOTING. The voting process shall be coordinated by an Election Official who may be the Club Secretary, a paid accounting firm or another non-interested individual who is not a member of the organization. An Election Official shall be nominated by the President. The nominee shall sign a letter of consent indicating that he/she has read and understands the Club's election process and that she/he agrees to carry out the process to the best of their ability. The letter of consent shall then be distributed to the Board of Directors who shall indicate their approval or disapproval directly upon it and return it to Secretary. Approval of 3/4 of the members of the Board of Directors shall be required to confirm the nominee as the Election Official. In the event of an un-contested slate, the Secretary will be the Election Official.
- By July 15, the Club shall supply the Election Official two (2) sets of mailing labels and one printed checklist which accurately represents all of the Club's Regular Members as of July 1. When multiple Regular Members have the same mailing address, separate mailing labels and checklist entries shall be provided for each member.
- By July 25, the Election Official shall forward a ballot package to each Regular Member who is also a United States resident. The package shall be approved by the Executive Committee and be in the following form:
- An outer mailing envelope addressed to the member, using one set of the Club supplied mailing labels, with return address to the Election Official.
- An inner mailing envelope addressed to the Election Official with the words "ATCA Election Ballot" and the member's return address, using the other set of Club supplied mailing labels, in the upper left hand corner
- An envelope marked BALLOT into which the member places and seals the completed ballot.
- A ballot with names and addresses of all properly nominated candidates. Multiple candidates for the same office will be listed in alphabetical order under each office. The ballot shall contain no designation as to which candidates have been nominated by the nominating committee or which are incumbents. At a minimum the ballot shall contain the following directions: Vote for one officer for each position (one-year term) and for no more than five (5) directors. Seal the ballot in the inner BALLOT envelope provided. Seal the ballot envelope in the provided return envelope and mail it to the Election Official. Use of any other envelopes, procedures or materials except those provided with this ballot package will result in your ballot being disqualified by the Election Official."
- Balloting shall close at 5:00 P.M. current Eastern Time on August 31. The Election Official will compare the names on the inner mailing envelopes received before the close of balloting with the checklist. Any ballots received in envelopes other than those provided by the Election Official shall be discarded. The Election Official shall also discard all ballots from individuals appearing to have submitted multiple ballots. The Election Official shall then remove the ballot envelopes from the remaining sealed inner mailing envelope placing the ballot envelope in a common container, mixing to disguise the source. Any inner envelopes containing multiple ballot envelopes shall disqualify all the ballots contained therein. With all remaining balloting envelopes in the common container, the Election Official shall remove the ballots from their envelopes and count the ballots. Any ballot envelopes containing multiple ballots shall disqualify all ballots contained therein. The Election Official will advise the President and the Secretary by September 15 of the voting results. The Secretary shall retain the ballots for 3 months.
Section 5. ELECTIONS The designated Election Official shall tally the ballots cast for each candidate for office and shall report to the President and the Secretary by September 15, the result of such election. The candidate who shall receive a plurality of the votes cast shall be declared by the President to have been elected in accordance with the number of votes each shall receive. In the event of an un-contested slate, there shall be no voting and the Secretary shall cast one ballot for the slate at the Annual Meeting.
ARTICLE V - COMMITTEES
Section 1. COMMITTEES. The Board may each year appoint standing committees to advance the work of the Club in such matters or areas which may well be served by committees. Such committees shall always be subject to the final authority of the Board. Special committees may also be appointed by the Board to aid it on particular projects.
Section 2. TERMINATION OF APPOINTMENT. 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 VI - 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.
Section 2. CHARGES. Any member may prefer charges against another 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 $20 which shall be forfeited if such charges are not sustained by the Board or a Committee following a hearing. The Secretary shall promptly send a copy of the charges to each member of the Board or present them at a Board meeting and the Board shall first consider whether the actions alleged in the charges, if proven, might constitute conduct prejudicial to the best interests of the Club or the breed. If the 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 Board entertains jurisdiction of the charges, it shall fix a date of a hearing by the Board or a Committee of not less than three members of the Board, not less than 3 weeks nor more than 6 weeks thereafter. The Secretary shall promptly send one copy of the charges to the accused member by certified mail together with a notice of the hearing and an assurance that the defendant may personally appear in his or her own defense and may bring witnesses if he or she wishes. The same notice of hearing and assurance of the right to appear and bring witnesses shall be sent to the complainant.
Section 3. HEARING. The Board or Committee 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 complainant and defendant, the Board or Committee may, by a majority vote of those present, suspend the defendant from all privileges of the Club for not more than 6 months from the date of the hearing, or until the next Annual Meeting if that will occur after 6 months. And, if it deems that punishment insufficient, it may also recommend to the membership that the penalty be expulsion. In such case, the suspension shall not restrict the defendant's right to appear before fellow members at the ensuing Club meeting which considers the recommendation of the Board or Committee. Immediately after the Board or Committee has reached a decision, its findings shall be put in written form and filed with the Secretary. The Secretary shall, in turn, notify each of the parties of the decision and the penalty, if any.
Section 4. EXPULSION. Expulsion of a member from the Club may be accomplished only at the Annual Meeting of the Club following a hearing and upon the recommendation of the Board or Committee as provided in Section 3 of this Article. The defendant shall have the privilege of appearing in his or her own behalf though no evidence shall be taken at this meeting. The President shall read the charges and the findings and recommendations, and shall invite the defendant, if present, to speak in his or her own behalf. Regular Members in attendance at the meeting shall then vote by secret written ballot on the proposed expulsion. A two-thirds majority of those voting shall be necessary for expulsion. If expulsion is not so voted, the suspension shall stand.
ARTICLE VII - AMENDMENTS
Section 1. AMENDMENTS TO THE BY-LAWS OR BREED STANDARD
- Amendments to the Constitution and By-Laws or the Breed Standard may be proposed by the Board of Directors or by written petition addressed to the Secretary signed by 20% of the Regular Members in good standing. Amendments proposed by such petition shall be submitted to all members with recommendations of the Board of Directors by the Secretary for a vote within six months of the date when the petition was received by the Secretary.
- At least 40% of the Regular Members in good Standing, who are eligible to vote, must vote on any proposal to amend the Constitution, Bylaws, or Breed Standard. If fewer than 40% of the Regular Members in Good Standing, who are eligible to vote, return valid ballots indicating their vote on the proposed Constitution, Bylaws, or Breed Standard amendment, the proposal shall be severed from any other issues on the ballot and considered stricken from the ballot. The severance of any proposals, pursuant to this section, shall not affect any remaining issues on the ballot. Once it is determined that the requisite 40% of the membership, eligible to vote, has cast a ballot indicating an affirmative or negative vote on the issue, the affirmative vote of at least 60% of that number is required to effect any such amendment.
- No amendment to the Constitution and By-Laws or the Breed Standard adopted by the Club shall become effective until it has been approved by the Board of Directors of the American Kennel Club.
ARTICLE VIII - DISSOLUTION
The Club may be dissolved at any time by the written consent of not less than 60% of the Regular Members. In the event of the dissolution of the Club, other than for purposes of reorganization, whether voluntary or involuntary, or by 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 but, after payment of the debts of the Club, its property and assets shall be given to a charitable organization for the benefit of dogs selected by the Board of Directors.
The Club shall not be conducted or operated for profit and no part of any proceeds or remainder or residue from dues or donations to the Club shall inure to the benefit of any member of individual.
ARTICLE IX - ORDER OF BUSINESS
Section 1. CLUB MEETINGS. At meetings 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 the last meeting
- Report of the President
- Report of the Secretary
- Report of the Treasurer
- Reports of the Committees
- Election of Officers and Board (at annual meeting)
- Unfinished business
- New business
Section 2. BOARD MEETINGS. At meetings of the Board of Directors, the order of business, unless otherwise directed by majority vote of those present, shall be as follows:
- Minutes of the last meeting
- Report of the Secretary
- Report of the Treasurer
- Reports of the Committees
- Unfinished business
- New business
ARTICLE X - UNSPECIFIED PROCEDURAL MATTERS
Section 1. UNSPECIFIED PROCEDURAL MATTERS. Robert's Rules of Order will be used for all procedural matters not specified in these Bylaws.
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