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AMERICAN POLISH
LOWLAND SHEEPDOG CLUB
aka APONC
CONSTITUTION
Article I
Name and Objectives
Section 1 The name of
the Club shall be the AMERICAN POLISH LOWLAND SHEEPDOG CLUB, a.k.a. APONC
(hereafter called APONC or the Club).
Section 2 The
objectives of the Club shall be to:
(a) encourage and promote quality
breeding of purebred Polish Lowland Sheepdogs and to do all things possible to
bring their natural qualities to perfection.
(b) encourage the organization of
independent local American Polish Lowland Sheepdog Specialty Clubs in those
localities where there are sufficient fanciers of the breed to meet the
requirements of the American Kennel Club and the Club.
(c) 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 Polish Lowland Sheepdog shall be judged.
(d) do all in its power to protect and
advance the interests of the breed and to encourage true exemplary sportsmanship
at matches, dog shows, obedience trials, and performance events.
(e) conduct specialty shows, obedience
trials and performance events under the rules and regulations of the American
Kennel Club.
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 Bylaws as may be required to
carry out these objectives.
Section 5 The use of the Club
emblem or name in any form of advertising by any member or group of members is
expressly prohibited except by the Club itself, without written approval of the
Board of Directors (Board).
AMERICAN POLISH LOWLAND SHEEPDOG CLUB
aka APONC
BYLAWS
Article I
Membership
Section 1. Eligibility:
There shall be five (5) classifications of membership as follows:
(a) Individual Membership:
shall include any individual eighteen years of age or older who is presently an
owner or co-owner of a Polish Lowland Sheepdog or has owned within the last five
years and who enjoy all the privileges of the Club including the right to vote
and hold office.
(b) Household Membership: shall be open to two persons eighteen
(18) years of age or older occupying the same residence who are presently owners
or co-owners of a Polish Lowland Sheepdog or has owned within the last five
years. Both members holding Household Membership shall enjoy all the privileges
of the Club, including the right to vote and hold office, but, only one
newsletter will be sent to each household.
(c) Life
Membership: Election to
Life Membership status is at the discretion of the Board of Directors and is
awarded for meritorious service to the Club and/or in recognition of long time
membership (20+ years) in good standing. Life Members shall enjoy all the
privileges of the Club, including the right to vote and hold office. A Life
Member shall not be assessed dues from the point of award forward.
(d) Junior
Membership: is open to
any person between ten and seventeen (10-17) years of age. Junior members may
not vote, hold office, or be counted in determining a quorum. A Junior member
owning or co-owning a PON shall automatically become a Regular member with all
of the rights and privileges attached thereto upon reaching eighteen (18) years
of age.
(e)
Newsletter
Membership: shall include
any individual eighteen (18) years of age or older who has an interest in the
Polish Lowland Sheepdog but does not own a Polish Lowland Sheepdog. Newsletter
members can not vote or hold office and do not count in the determination of a
quorum. Dues are set to cover the cost of printing and postal expenses.
(f)
Foreign
Membership: shall be open
to any individual not residing in the United States who has an interest in the
Polish Lowland Sheepdog. Foreign members can not vote or hold office and do not
count in the determination of a quorum.
Current and prospective members must be in good standing with the American
Kennel
Club
and subscribe to the purpose of the American Polish Lowland Sheepdog Club.
Section 2. Dues: The Board shall
establish the membership dues of the Club on an annual basis not to exceed:
$100. The Treasurer, pursuant to the decision of the Board, shall mail in
October “Statement of Dues” for the ensuing year to each member. Such dues shall
be payable on or before January 1. Such a notice shall be inserted in the fall
edition of The Herder, or successor publication. Any member whose dues are
unpaid for the current year shall not be entitled to vote.
Section 3. Election to Membership:
Each applicant for membership shall apply on a form approved by the Board which
shall require that the applicant agrees to abide by the constitution, bylaws,
and the rules of the American Kennel Club. The application shall state the name
and address of the applicant(s). It shall carry the signature endorsement of two
members in good standing. The prospective member shall submit dues payment, in
U.S. currency, for the current year with the application. Applicants shall be
approved or rejected at a meeting of the Board or by secret vote of the Board by
mail. Affirmative votes of two thirds (2/3) of the entire Board shall be
required to approve an applicant. Consideration shall be given within forty five
(45) days of receipt of the application by the Secretary. An application, which
has received a negative vote by the Board, may be presented by one of the
applicant’s endorsers at the next annual meeting of the Club. The members may
elect such applicant by secret ballot and a favorable vote of seventy five
percent (75%) of the individual, life and household members present. Applicants
for membership who have been rejected by the Club may not reapply within twelve
(12) months after such rejection. Membership dues will be prorated based on
submission date of application.
Section 4. Termination of Membership:
Membership may be terminated
as follows:
(a) By resignation: Any member in
good standing may resign from the Club upon written notice, including fax or
electronic mail, provided the email address is readily identifiable and
verifiable, to the Secretary.
(b) By lapsing: A member will be
considered lapsed and automatically terminated if such member’s dues remain
unpaid sixty (60) days after January 1 of each year. A lapsed member who is
subsequently reinstated shall be considered the same as a newmember and shall be
subject to the ninety (90) day waiting requirement for purposes of voting
(Article IV, Section 2.) and the two (2) year waiting requirement for purposes
of holding office (Article III, Section 1).
(c)
By expulsion:
A membership may be terminated by expulsion as provided in Article VI of these
bylaws.
Article II
Meetings
Section 1.
Annual Meeting:
The Annual Meeting of the Club shall be held in conjunction with the Club's
specialty show at a place, date, and hour designated by the Board of Directors.
Notice of the annual membership meeting shall be published in
The Herder
or its successor. Should
The Herder
or its successor publication be
delayed, the secretary shall mail a written notice of the meeting to each member
at least thirty (30) days prior to the date of the meeting. A quorum shall
constitute ten percent (10%) of the individual, household and life members in
good standing.
Guests may attend the annual meeting
but may not speak or vote.
Section 2. Special Club Meeting:
Special Club meetings may be called by the President, or by a majority vote of
the members of the Board, or by the Secretary upon receipt of a petition signed
by ten percent (10%) of the individual, household and life members of the
Club in good standing. Such meetings shall be held at such a place, date and
hour as may be designated by the Board. The Secretary shall mail a written
notice of such a meeting at least fourteen (14) days and not more than thirty
(30) days prior to the meeting. The notice of the meeting shall state the
purpose of the meeting and no other Club business may be transacted. A quorum is
ten percent (10%) of the individual, household and life members in good
standing.
Section 3. Board Meeting: The first
meeting of the Board shall be held within ten (10) days of the election. Other
meetings of the Board shall be held, no less than quarterly, at such times and
places as are designated by the President or by majority vote of the entire
board. Notice of each meeting shall be sent by the Secretary to each Board
member at least ten (10) days prior to the date of the meeting, unless
heretofore agreed to by all Board members. The quorum for a Board meeting shall
be a majority of the Board.
Section 4. The Board may also conduct
business (voting) by telephone conference call, mail, e-mail or provided it does
not conflict with any other provision of these bylaws. When conducting business
every Board member must agree to participate in the prescribed manner and be
provided with the means to participate; the ability to verify that participants
are Board members must be in place; and the ability exists to verify that Board
members are “listening”. The Secretary must document that such procedures were
in place. If any Board member, contrary to the record, attests that he/she was
not the person participating or was not provided with the means to participate,
the AKC may have no option but to nullify any action taken.
Section 5.
Proxy voting is prohibited.
Article III
Directors and Officers
Section 1. Board of Directors (Board).
The Board shall be comprised of the President, Vice-President, Secretary and
Treasurer and three others, all of whom shall be members in good standing for at
least two (2) years immediately preceding their nomination and who are residents
of the United States. Not more than one member of a household shall serve on the
Board at one time. The Board shall be elected for two-year terms in accordance
with Article IV. General management of the Club's affairs shall be entrusted to
the Board.
Section 2. Officers. The 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 the President in addition to those
particularly specified in the 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 matters of which a record shall
be ordered by the Club. The Secretary shall have charge of the correspondence,
notify members of meetings, notify new members of their approval to membership,
notify officers and directors of their election of office, keep a roll of all
members of the Club with their addresses and carry out such other duties as are
prescribed in these bylaws.
(d) The Treasurer shall collect and receive
all monies due to and belonging to the Club. The Treasurer shall deposit the
same in a bank designated by the Board, in the name of the Club. The Treasurer’s
books shall be open at all times to inspection by the Board. The Treasurer shall
report to the Board the condition of the Club’s finances at each meeting,
provide a written quarterly financial report to the Board and shall render an
annual report to the membership of all monies received and expended during the
previous fiscal year, to be published in the Spring edition of the Herder. The
Treasurer shall be bonded in such an amount as the Board of Directors shall
determine.
(e) The AKC Delegate, appointed by majority
vote of the Board, may regularly attend all American Kennel Club delegate
meetings and shall report, to the Board, the results of such meetings. The term
of Delegate need not be a member of the APONC Board, but is not precluded from
being a member. The AKC delegate shall be a two year term to coincide with the
elected Board.
Section 3. Vacancies. Any vacancies,
other than the President, occurring on the Board, directors or officers, during
the year shall be filled until the next annual election by a majority vote of
all members of the Board at its first regular meeting following the creation of
such vacancy, or at a special meeting of the Board called for that purpose. A
vacancy in the office of the President shall be filled automatically by the
Vice-President and the resulting vacancy in the office of the Vice-President
shall be filled by the Board. Any Officer or Director who fails to participate
in two (2) consecutive Board meetings, or to participate in any four (4)
meetings held in accordance with Article II, Section 4 during any twelve month
period, shall be under review for possible removal from office. A replacement to
serve the removed Director’s or Officer’s remaining term shall be appointed in
accordance with the preceding paragraph.
Article IV
The Club Year, Voting,
Nominations, Elections
Section 1. The Club Year. The Club's
fiscal year shall begin on the first day of January and end on the thirty-first
day of December. Subsequent to being elected, the elected officers and directors
shall assume office on October 15 of the year on which elected, or immediately
upon appointment in the event of a vacancy and each retiring officer shall turn
over to the successor in office all properties and records relating to that
office at the time or within thirty days thereafter.
Section 2. Voting. At the annual
meeting, or at a special meeting of the Club, voting shall be limited to those
individual, life and household members in good standing who are present at the
meeting, except for the annual election of officers and directors and amendments
to the constitution and bylaws and the standard for the breed which shall be
decided by written ballot cast by mail. Amendments to the constitution and
bylaws and the standard for the breed require the affirmative vote of two thirds
(2/3rd) of the ballots cast by not less than twenty five percent (25%) of the
individual, life and household members in good standing.
The Board may decide to submit other specific
questions for decision of the members by ballot cast by mail.
An individual, household or life member to be
eligible to participate and/or vote at any Club meeting, or to participate in
any mail-vote, must have paid their dues currently, be a member for at least
ninety (90) days prior to the mailing of the ballot and must not have been
suspended under Article VI.
Whenever a mail-vote is required, notice of such
mail-vote shall be given in writing by depositing the same in the United States
Postal Mail, addressed to each member in good standing, at such address as
appears in the books of the Club. Such notice shall be deemed to have been given
at the time when the same was then mailed. The envelope containing the ballot
shall be clearly marked “BALLOT” on the exterior of the envelope.
The Secretary will report the results of all
membership votes to the board and publisher of The Herder, or its successor, for
publishing in the next issue. The vote count will be included.
Section 3. Officer Election. The
election of Officers and Directors shall be conducted by secret ballot.
The Board shall select, at the time of
appointing the nominating committee, an independent professional inspector(s) of
election (NPA, Notary, Lawyer, CPA) to count the returned ballots and certify
the results. The inspector(s) must not have any conflict of interest arising
from these duties or any relationship with a Board member or nominee.
Section 4. Nominations. No person may
be a candidate in a Club election who has not been nominated in accordance with
these bylaws. The Board shall choose, by June 1, a nominating committee of
individual, household or life members in good standing who have been members for
the two (2) years immediately preceding their appointment. The committee shall
consist of three (3) members from different regions of the USA, if possible, as
designated by the Board, and two (2) alternates. The Board shall name a
chairperson for the committee. The nominating committee shall conduct its
business in accordance with Article II, Section 4. A nominating committee member
shall be selected by the committee to fulfill the responsibilities of the
Secretary required by Article II, Section 4.
(a) The nominating committee shall nominate
from among the eligible members of the Club, one candidate for each of the
herein above specified offices and one candidate for each of the positions on
the Board and shall procure the acceptance of each nominee, prior to the
submission to the Club Secretary.
(b) No member of the nominating committee can
be placed on the ballot by the nominating committee, but, may be nominated by
petition as outlined in subsection (d).
(c) The nominating committee should consider
geographical representation of the membership on the Board to the extent that it
is practical to do so. The committee shall submit its slate of candidates to the
Secretary, by July 1, who shall mail the list, including the full names of each
candidate and the state in which he/she resides to each member of the Club on or
before July 15 so that any additional nominations may be made by the members, if
they so desire.
(d) Additional nominations of eligible members
may be made by written petition addressed to the Secretary and postmarked on or
before August 15, signed by five (5) individual, life or household members in
good standing and accompanied by the written acceptance, with a biographical
description of each additional nominee, signifying willingness to be a
candidate. No person shall be a candidate for more than one (1) position and the
additional nominations which are provided for herein may be made only from among
those members who have not accepted a nomination from the nominating committee.
Nominations postmarked after August 15 will not be accepted.
(e) Nominations may not be made in any manner
other than provided above.
Section 5. Elections
(a) If the final slate consists of only one
candidate for each office, the nominees shall be declared elected and no
balloting will be required. The new slate shall take office October 15.
(b) When there is more than one candidate
nominated for any office, the Secretary, by September 1, shall mail to each
individual, life and household member in good standing, the following: a ballot
listing, in alphabetical order, of all nominees for each office; the state of
residence, biographical information, as submitted by the candidates and voting
instructions. These will be mailed together with a blank envelope and a return
envelope addressed to the Inspector of Election marked “Ballot” and bearing the
name of the member to whom it was sent. So that the ballots may remain secret,
each voter, after marking the ballot, shall seal it in the blank envelope, which
shall be placed in the second envelope addressed to the Inspector of Election.
Each ballot must be placed in its own envelope provided by the Secretary.
(c) The Inspector of Election shall verify
the unopened returned envelopes against a listof members in good standing,
provided by the Secretary.
(d) The Inspector of Election, after verifying
the unopened envelopes against the list of members, will open the ballot
envelopes, tabulate and certify the results. Ballots must be postmarked on or
before October 1. Any ballot in an envelope other than the pre-addressed
envelope to the Inspector of Election will be considered void and will not be
included in the count.
(e) The individual receiving the largest
number of votes for an office shall be considered the winner. In case of a tie
vote for any office, the newly elected board shall determine which individual
shall be elected from among the candidates that tied.
(f) The Inspector of Election will submit a
report to the Board detailing the ballot results and certifying such results.
The ballots will be retained by the inspector(s) of election for three (3)
months, after which, they will forward the ballots to the Secretary for
retention for two (2) years.
Article V
Committees
Section 1. The Club may have standing
Committees (Show and Performance Events, HealthRescue, Standard, Education, Ways
and Means, Constitution and By-Laws, and The Herder or its successor). The Board
may appoint ad hoc committees, as needed, to aid it on particular projects. All
committees shall act in an advisory capacity to the Board only. Only voting
members in good standing may be appointed to a committee. The board shall
appoint all committees and has the power to terminate them.
Section 2. Any ad hoc committee or
committee appointment may be terminated by majority vote of the full Board. Any
appointee whose services are terminated shall receive written notice of
termination. The Board may appoint successors to those persons whose service
have been terminated. The Board shall appoint all committees and has the power
to terminate them.
Article VI
Discipline
Section 1. American Kennel Club
Suspension. Any member suspended from the privileges of the American Kennel
Club, automatically, shall be suspended from privileges of the Club for a like
period.
Section 2. Charges. 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
twenty-five dollars ($25.00), which shall be forfeited, if such charges are not
sustained by the Board or Board Committee following a hearing. The Secretary
shall promptly send a copy of the charges to each Board member or present them
at a Board meeting. The 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 Board considers that the charges do
not allege conduct which might be prejudicial to the best interest 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 (3) members of the Board, not less than three
(3) weeks nor more than six (6) weeks, thereafter. The Secretary shall promptly
send a 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/her own defense and bring witnesses, if he/she chooses.
Section 3. Hearing. The Board or Board
Committee shall have complete authority to decide whether counsel may attend the
hearing, but, both complainant and defendant shall be treated uniformly in that
regard. Should the charges be sustained after hearing all the evidence and the
testimony presented by the complainant and defendant, the Board or Board
Committee may, by majority vote of those present, reprimand and/or suspend the
defendant from all privileges of the Club for not more than twelve (12) months.
The Board or Board Committee may also deem that a written reprimand is
sufficient. 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 his fellow members at the
ensuing annual meeting which considers the recommendation of the Board or Board
Committee. Immediately after the Board or Board Committee 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 decision and
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 Board Committee,
as provided in Section 3 of this article. 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, the findings and recommendations
and the defendant, if present, may speak in his/her own behalf. The meeting
shall then vote by secret written ballot on the proposed expulsion; a two thirds
(2/3) vote of those present and voting at the annual meeting shall be necessary
for expulsion. If expulsion is not so voted, the suspension shall stand.
Article VII
Amendments
Section 1. Amendments to the
constitution, bylaws and to the standard for the breed may be proposed by the
Board 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 and must be submitted to the members
with recommendation 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
and the standard for the breed may be amended at any time provided, a copy of
the proposed amendment had been mailed by the Secretary to each member in good
standing as of the date of mailing, accompanied by a ballot on which members may
indicate their choice for or against the action to be taken. Dual-envelope
procedures described in Article IV, Section 5(b) shall be followed in handling
suchballots, to assure secrecy of the vote. Notice with such ballot shall
specify a date, not less than thirty (30) days after the date postmarked, by
which date the ballots must be returned to the Secretary to be counted. An
affirmative vote of two thirds (2/3) of the ballots cast by not less than twenty
five percent (25%) of the individual, life and household members in good
standing shall be required to effect any such amendment.
Section 3. No amendment to the
constitution and bylaws or to the standard for the breed that is adopted by the
Club shall become effective until approved by the Board of Directors of The
American Kennel Club.
Article VIII
Dissolution
Section 1. The Club may be dissolved at
any time by the written consent of not less than two thirds (2/3) of the members
in good standing. In the event of the dissolution of the Club, other than for
purpose 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 debts of the Club, its property and assets shall be given to a charitable
organization, for the benefit of dogs, selected by the Board.
Article IX
Order of Business
Section 1. At the 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 the Last Meeting
§ Report of the President
§ Report of the Secretary
§ Report of the Treasurer
§ Reports of Committees
§ Unfinished business
§ New business
§ Adjournment
Section 2. At meetings 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
§ Elections of new members
§ New business
§ Adjournment
Article X
Parliamentary Authority
Section 1. The rules contained in the
current edition of Robert's Rules of Order, Newly Revised, shall govern the Club
in all cases to which they are applicable and in which they are not inconsistent
with these bylaws and any other special rules of order the Club may adopt.
Effective August 1, 2008 |
