American Bolognese Club Bylaws

ARTICLE I

Membership

Section 1:  Eligibility.  There shall be four types of membership open to all person’s age 18 years of age and older who are in good standing with The American Kennel Club; are interested in the breed; and who subscribe to the purposes of this club. A person must successfully complete the election to membership, as set by the Board of Directors in order to be eligible to be a member of the club.  The Board of Directors reserves the right to return dues if membership eligibility is not met. 

(a) Individual Membership is open to eligible individuals who reside in the U.S., its territories, and possessions. Said Member shall be entitled to all basic rights of club membership, privileges, and benefits; including voting, holding office, Club Newsletters, and committee participation. 

(b) Junior Membership is open to children under 18 years of age; a non-voting/non-office holding membership which may automatically convert to regular membership at age 18.

(c) Honorary Membership is only conferred by the Board of Directors.  Honorary members have limited privileges as set by Board of Directors. Said Member shall be entitled to all basic rights of club membership, privileges, and benefits; and are further exempt from paying all dues. 

(d) International “Friends” Membership is open to eligible persons from any country outside the U.S., its territories, or possessions. Said member must have personal references from a present or former member of the ABC Board of Directors and from a present or former U.S. Bolognese breeder who is a member in good standing.  Shall be entitled to all basic rights of club membership privileges; except voting and office holding. 

Section 2:  Dues. No Membership dues shall exceed $100. Membership dues for the ensuing club year are set by the Board no later than September 30thof each year and shall be paid on or before the 1st day of January of each year. No member may vote whose dues are not paid for the current year.  In November, the Membership Director shall send each member a statement of his dues for the ensuing year. The Club and the Board of Directors have the right to return dues if membership eligibility is not met.

Section 3:  Election to Membership.  Each applicant for membership shall apply on a form, as approved by the Board of Directors and which shall provide that the applicant agrees to abide by this Constitution and Bylaws, and the Member and Breeder Code of Ethics of the ABC and any other Code of Ethics that the Club may develop in the future, and the rules and regulations of the American Kennel Club and AKC’s Code of Sportsmanship.  The application shall state the name, address, and occupation of the applicant, together with such other information as may be required by the Board of Directors. The application shall carry the endorsement of two sponsoring ABC members in good standing. Accompanying the application, the prospective member shall submit dues payment for the current year.  Breeders and Exhibitors are subject to a more detailed application. 

Each application will then be sent to the Membership Director/Welcoming Committee presided over by the Board of Directors for review.  At least once a month the committee will convene electronically, in person, or via phone to discuss membership applications received and to decide whether to recommend for or against membership approval to the Board of Directors.  Applications will be voted on by 2/3 secret vote of the American Bolognese Club’s Board of Directors. A majority vote by the Board of Directors is required for membership approval. All new members will then be sent a packet with club information from the Welcoming Committee. 

If an application for membership is denied, an applicant may petition the club officers/directors directly for a vote on his or her membership request.  A majority vote is required for membership approval. Applicants for membership who have been rejected by the club may not reapply within twelve months after such rejection. Denied applicants will be refunded their payment.

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.  Obligations other than dues are considered a debt to the Club and must be paid in full prior to resignation.

(b) By lapsing:  The Membership Director will send a notice at least 30 days prior to the effective date of any membership termination through lapse. A membership will be considered as lapsed and automatically terminated if such member’s dues remain unpaid 30 days after the first day of the fiscal year, however, the Board may grant an additional 30 days of grace to such delinquent members in meritorious cases.  In no case may a person be entitled to vote at any Club meeting or by ballot whose dues are unpaid as of the date of that meeting/date the ballot is sent.

If membership dues are not paid and received by the Club by January 31, said person would not be a member in good standing and would be removed from the list of breeders on web page, from the Directors and from any committee or other position.

(c) By expulsion:  A membership may be terminated by expulsion as provided in Article VI of these bylaws.  Dues are forfeit.

ARTICLE II

Meetings and Voting

Section 1:  Annual Meeting.  The annual meeting of the Club shall be held in conjunction with the Club’s National Specialty Show if possible, during the months of August, September, October, or November, or held using of any means of simultaneous electronic audio communication by which all persons may hear each other, which will be held at the discretion of the Board of Directors.  The place, date, and hour of the annual meeting will be designated by the Board of Directors. Written notice of the annual meeting shall be mailed or emailed by the Secretary to each member at least 30 days prior to the date of the meeting.  The quorum for the annual meeting shall be 10% of the members in good standing. Non-voting members do not count towards the determination of a quorum.

Section 2:  Special Club Meetings.  Special club meetings may be called by the President; by a majority vote of the members of the Board who are present at any regular or special meeting; by a majority vote of the Board in writing; or by the Secretary upon receipt of a petition signed by 10 percent of the members of the Club who are in good standing.  Such a meeting shall be held using electronic, virtual, teleconference or other means/methods as may be developed or at such place, date and hour as may be designated by the Board of Directors. Written notice of such a meeting shall be mailed or emailed by the Secretary at least 14 days prior to the date of the meeting. The notice of the meeting 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 members in good standing. Non-voting members do not count towards the determination of a quorum.

Article III

Board Meetings

Section 1:  Board Meetings. The first meeting of the Board shall be held at the regularly scheduled meeting in January following such Board taking office. Other meetings of the Board of Directors shall be held at such times and places as are designated by the President and by a majority vote of the (entire) Board.  Meetings of the Board of Directors shall occur through any means of communication by which all persons participating in the meeting may hear each other at such date, hour and place as may be designated by the board.  Written notice of each such meeting shall be provided to each member of the Board by the Secretary at least 14 days prior to the date of the meeting. The quorum for a Board meeting shall be a majority of the Board. Non-voting members do not count towards the determination of a quorum.

Section 2: Board Business.  The Board of Directors may also conduct its business by mail or email through the Secretary, or by any means of communication by which all persons participating in the meeting may hear each other if it does not conflict with any other provision of these Bylaws to be followed up in writing to each Board member within 7 days.  For motions to be proposed and voted on by email, the following procedure must be followed:

(a)   Each Board member is responsible for providing the means to participate.

(b)   A procedure must be in place to verify the identity of the individuals participating to ensure that                 

         they are the eligible Board members.

(c)   A mechanism must be in place to verify that the eligible Board members are “listening.”

(d)   All Board members must agree to participate in this manner.

ARTICLE IV

Directors and Officers

Section 1:  Board of Directors.

(a)  The Board shall be comprised of four (4) Officers and four (4) Directors all of whom shall reside in the United States of America and be members in good standing for at least three years.  The Vice-president, Secretary, and two (2) Directors are elected in odd numbered years. The President, Treasurer, and two (2) Directors are elected in even numbered years. Each Officer or Director shall be elected for a two (2) year term as provided in Article V, and shall serve until their successors are elected.  Additional requirements for each position are included in Section 2 of this Article. Each Board of Director shall sign and adhere to a Board of Director Code of Conduct. Candidates for Officers must have served as a Director for at least one (1) year and have met the requirements for their office; Directors must have either served as a member of an ABC committee for one (1) year or have served a full term on the BOD and have met the requirements for their office.  Two members of the same household may not serve concurrently. 

(b)  General management of the Club’s affairs shall be entrusted to the entire Board of Directors, all of whom have equal authority and one vote.  No member of the Board may make unilateral decisions regarding club policy. Board members will conduct themselves as ethical, proper representatives of the Club/Breed in all situations concerning the same.  Failure to carry out one’s duties as set forth in Section 2 or failure to participate fully in Board discussions, meetings, and voting may be grounds for a charge of dereliction of duty and action may be taken Article VII. 

(c)  Directors shall be elected by the membership. The Board may assign Directors’ duties annually. 

Proviso: (d) In order for more members to be eligible for election to office, and for the initial election of Officers and Directors, the three-year membership requirement is waived so long as the nominee has previously served a full term on the Board of Directors or an ABC Committee or is currently serving on an ABC Committee.

Section 2A:  Officers. The Club’s Officers, consisting of the President, Vice President, Secretary, Treasurer, and AKC Delegate (if applicable) shall serve in their respective capacities both with regard to the Club and its meetings and the Board and its meetings. Officers shall be elected by the membership. 

(a) The President’s main function is to facilitate the cohesive inner workings of the club, preside at all meetings of the Club and of the Board, to be a suitable figure head, carry out the duties and powers normally appurtenant to the office of the President in addition to the duties set forth in this document. 

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

(c) The Secretary shall keep a record of all meetings of the Club, of the Board, of all votes taken by mail or electronically (on the occasion that secret ballots are not required by this document), and of all matters of which a record shall be ordered by the Club. Additional responsibilities are as follows:  having charge of the correspondence, notifying members of meetings, notifying new members of their election to membership, notifying officers and directors of their election to office, working with Director #5  to keep the role of the membership of the Club with their addresses, keeping a copy on file of all the Directors and Committee reports for a period no less than two years, and carrying out such other duties as are prescribed in these bylaws. 

(d) The Treasurer shall collect and receive all moneys due or belonging to the Club.  Moneys shall be deposited in a bank approved by the Board, in the name of the Club.  The books shall at all times be open to inspection by the Board; a report shall be given quarterly of the condition of the Club’s finances, including every item of receipt or payment not before reported; In the first quarter chronicle, an accounting shall be rendered of all moneys received and expended during the previous fiscal year.  The Treasurer shall be bonded in such amount as the Board of Directors shall determine.  Treasurer will work in cooperation with Director #4 to ensure dues are processed efficiently.  Position requirements are the minimum listed above. This officer shall be elected in even years.

Proviso: [(e) AKC Delegate:  Among other duties, the Delegate shall present to the Board of Directors all issues and updates regarding AKC business.  After the Club is officially recognized, delegate will report to the Club all actions and matters discussed at the AKC’s Quarterly Meetings.]  The Club is not eligible to fill the position until it becomes a member club of AKC.

Section 2B:  Directors.  Directors may be assigned other duties in addition to their respective positions both regarding the Club and its meetings and the Board and its meetings.  

Breed Education Director (Director #1) is responsible for breed education, strictly overseeing committees pertaining to Judges Seminars, AKC breed certification, public breed seminars, and breed manuals.  Director #1 is to train and ensure that anyone giving seminars for the ABC is properly versed in the standard and certified with the ABC. Director #1 must have notable and significant experience with the breed, must have studied dog structure and be able to demonstrate a solid grasp of the standard/breed.  Experience in breed education or judging is preferred.

Event Director (Director # 2) will preside over the committees that regulate, organize, and promote the Annual Meeting, Specialty, Meet the Breed Event, ABC’s conformation and/or other events. Director #2 will preside over the committees that regulate, organize, and promote the ABC’s companion events, working events, and temperament evaluations.

Public Relations (Director # 3) will preside over the Public Relations Committee, Social Media, Merchandise, and the Fundraising Committee.  Director #3 will ensure that the respective committees are on task and fully functional. Position requirements in addition to those stated above:  Must have good organization and people skills.

Membership Director (Director #4) will preside over the Membership/Welcoming Committee and ensure that monthly meetings are held to review applications for membership and that new members are contacted by the Committee within one month of induction; this includes: informing them of their new membership status and giving them information about the Club.  Upon receiving a membership request, Director #4will email the Board the application of the prospective member. BOD may approve membership by email. Director #4 will keep a current membership roll and provide a quarterly copy to the Secretary. Director #4 may delegate tasks to their Committee members but is ultimately responsible for ensuring the duties assigned this office is carried out forthwith. 

Section 3:  Vacancies.  Any vacancies in the Board arising at any time and from any cause, including the resignation or removal of a director, shall be filled at any meeting of the Board by the affirmative vote of the majority of the directors then in office, although less than a quorum, or sole remaining director. Each director so elected shall hold office until the next annual election, and until their successors are elected. However, a vacancy in the office of President arising at any time and from any cause, including resignation or removal, shall be filled by the Vice President until the next annual election.

ARTICLE V

The Club Year, Voting, Nominations, Elections 

Section 1:  Club Year.  The Club’s fiscal and official year shall begin on the first day of January and end on the last day of December.  The elected Officers and Directors shall take office on the first day of January following election and each retiring officer shall turn over to his successor in office all properties and records relating to that office on or before January 15th.   Any officer who resigns or is removed shall turn over to his successor all properties and records relating to that office within fifteen days of such resignation or removal.

Section 2:  Voting.  At the Annual Meeting or at a Special Meeting of the Club, voting shall be limited to those members in good standing with voting privileges as set forth in these Bylaws, who are present at the meeting, except for the annual election of Officers (delegate) and Directors, amendments to the Constitution and Bylaws, and the Standard for the Breed, which shall be decided by written secret ballot cast electronically or by mail.  The constitution and bylaws may be amended at any time [or the Standard for the breed in accordance with AKC policies], provided a copy of the proposed amendment has been mailed or sent in accordance with the AKC’s procedure on Electronic Balloting for AKC Parent Clubs by the Secretary to each member in good standing on the date of mailing, accompanied by a ballot on which a choice for or against the action to be taken shall be indicated. Voting by proxy shall not be permitted.   The Board of Directors may decide to submit other specific questions at any time for decision of the members by written ballot cast by mail or in accordance with AKC’s procedure on Electronic Balloting for AKC Parent Clubs. 

Any ABC Notice, communication or proposed change to Bylaws may be done by email and electronic means, unless the member has requested in writing that a hard copy be mailed to them.  Members in good standing may vote on proposed changes to bylaws by email or electronically, by mail, or in person at a Club Meeting. All votes other than in person at the meeting, must be received at least 7 full business days prior to the Meeting.

Section 4:  Annual Elections. The election of Officers and Directors shall be conducted by secret ballot. Ballots, to be valid, must be received by the Nominating committee (or an independent professional firm designated by the Board) by December 1. The nominated candidate receiving the greatest number of votes for each office shall be declared elected.  If any nominee, at the time of the election, is no longer able to serve for any reason, such nominee shall not be elected, and the vacancy so created shall be filled by the new Board of Directors in the manner proved by Article IV, Section 3. 

Section 3: Nominations and Ballots.  No persons may be a candidate in a Club election who has not been nominated in accordance with these Bylaws.  A Nominating Committee shall be chosen by the Board of Directors before August 15th. The Committee shall consist of:  five members, one from each region and one additional, all members in good standing, no more than one of whom may be a member of the current Board of Directors and none that are up for re-election.  The Board shall name a chairman for the Committee if it so chooses. The Nominating Committee may conduct its business electronically or by phone.

The Nominating Committee shall receive nominations of candidates from eligible members of the Club.  The Committee will vet the nominees and confirm that they wish to run for the position. In order to qualify to be a candidate as an Officer or Director, the person must be a member in good standing for at least three years, except as set forth in Article IV, Section 1d, and be able to meet that office’s requirements.  The Committee shall then submit its slate of candidates to the Secretary, who shall publicly post the list, including the full name of each candidate and the name of the state in which he or she resides, to allow each member of the Club to view it on or before September 1st, so that additional nominations may be made by the members if they so desire.

(a) In order to be eligible to vote in an annual election or to vote on an amendment to the Constitution and Bylaws, a member must satisfy all other requirements in the Constitution and Bylaws and have been a member in good standing for six months prior to the date nominations close.

(b) Additional nominations of eligible members may be made by written petition addressed to the Club Secretary and postmarked and received on or before September 30th. Each petition shall be signed by two Club members in good standing and accompanied by a written signed acceptance by the nominee signifying their willingness to be a candidate.

(c) If no valid additional nominations are submitted for a position, the Nominating Committee’s slate shall be declared elected and no balloting will be required.

(d) If one or more valid additional nominations are postmarked and received on or before September 30th, the Secretary (or an independent professional firm designated by the Board) shall, on or before October 15th, mail to each member in good standing a ballot listing all of the nominees for each position in alphabetical order, with the names of the states in which they reside, and a resume (500 words or less) submitted by the candidate, together with a blank envelope and a return envelope addressed to the Secretary (or designated professional firm) 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 their ballot, shall seal it in the blank envelope, which in turn shall be placed in the second envelope addressed to the Secretary (or designated professional firm) and mailed in, postmarked on or before December 1st. The inspectors of election (or designated professional firm) shall check the returns against the list of members whose dues are paid for the current year prior to opening the outer envelopes, remove the blank envelopes, and shall certify the eligibility of the voters as well as the results of the voting, which shall be announced no later than December 15th.  If the Secretary is an opposed candidate in the election and the Board does not utilize an independent professional firm, the Board shall designate another officer or director who is not a candidate in the election to send the final list of nominees (slate) to the membership, and receive ballots for tabulation.

(e) Nominations cannot be made at the annual meeting or in any manner other than as provided above.

ARTICLE VI

Committees

Section 1:  Committees.  Each year the Board will appoint standing committees and their chairs to advance the work of the Club in such matters as are listed above.  The Board may at any time commission additional committees to progress the advancement of the Club and breed or reassign current, secondary committees.  All committees will be overseen and governed by the Board. The Committee Chair is to keep its Overseeing Director fully apprised of the Committees’ inner workings and direction.  Such committees shall always be subject to the final authority of the Board. 

Committees are required to present a written, quarterly report to its respective Director who in turn will present it to the full BOD for discussion and approval.  After which, the report will be filed with the Secretary. No committee may create or carry new policy without the full BOD approval by majority vote. Special committees may also be appointed by the Board to aid it on particular projects. Appointees must be members in good standing.

Section 2:  Appointees. Any committee appointment may be terminated by a majority vote of the full Board, and the Board may appoint successors to those persons whose services have been terminated.  Committee appointees are to thoroughly engage their assignment, as it is a privilege to serve the Club. Appointees may be terminated from their assigned committee for dereliction of duties.  Teamwork is essential for a committee to function, and committees are invaluable to the running of the Club.

ARTICLE VII

Discipline

Section 1: Any member who is suspended from any of the privileges of The American Kennel Club automatically shall be suspended from the privileges of this club for a like period. American Kennel Club suspensions are published on the Secretary’s page of the AKC Gazette.

Section 2:  Charges.  An individual member (complainant) may prefer charges against another individual member (respondent) for alleged conduct prejudicial to the best interests of the Club or the Breed.  Written notarized charges containing specific facts signed under oath (“Charges”) must be filed in duplicate with the Secretary, together with a deposit of $50, which shall be forfeited if such charges are not sustained or entertained by the Board.  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 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 of the Breed, it may refuse to entertain jurisdiction. If the Board entertains jurisdiction for the Charges, it shall fix a date for a hearing by the Board, not less than three weeks or more than six weeks thereafter. The Secretary shall promptly send one copy of the Charges to the accused member by certified mail return receipt requested, or other form of receipted or acknowledged delivery and set forth a time and place at which the accused may attend and present any defense, call witnesses or answer. 

Section 3: Board Hearing. If the Board has a hearing, the Board may hear the charges. The Board shall have complete authority to decide whether counsel 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 may by a majority vote by secret ballot of those present reprimand or suspend the accused from all privileges of the club for not more than twelve months from the date of the hearing. And, if the Board deems that punishment is insufficient, it may also recommend to the membership that the penalty be expulsion. 

Immediately after the Board has reached a decision, its finding shall be put in written form and filed with the Secretary. The Secretary, in turn, shall notify each of the parties of the Board’s decision and penalty, if any.

Section 4: Expulsion. The Board shall vote by secret ballot on the proposed expulsion. A 2⁄3 vote of those present and voting at the meeting.

ARTICLE VIII

Amendments

Section 1:  Amendments to the Club’s constitution and bylaws (and to the standard for the breed), or any of the Club’s Ethics Guides may be proposed by the Board of Directors or by written petition addressed to the Secretary signed by 20 percent of the membership in good standing.  Amendments proposed by such petition shall be promptly considered by the Board of Directors and must be submitted to the members, with recommendations of the Board by the Secretary, for a vote within three months of the date when the petition was received by the Secretary. Proposed amendments to the standard for the breed must be submitted to the members with recommendations of the Board by the Secretary for a vote following the procedures established by the AKC Board of Directors. 

Section 2:  The constitution and bylaws (or the standard for the breed in accordance with AKC policies), or any of the Club’s Ethics Guides may be amended at any time, provided a copy of the proposed amendment has been mailed or sent by the Secretary in accordance with AKC’s procedure on Electronic Balloting for AKC Parent Breed Clubs by the Secretary to each member in good standing on the date of mailing, accompanied by a ballot on which a choice for or against the action to be taken shall be indicated.  Dual-envelope procedures described in Article V, Section 3(d) shall be followed in handling such ballots, to assure secrecy of the vote. Notice with such ballot shall specify a date not less than 30 days after the date postmarked, by which date the ballots must be returned to the Secretary to be counted. The favorable vote of 2/3 of the members in good standing who return valid ballots within the time limit shall be required to affect 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 it has been approved by the Board of Directors of the American Kennel Club.] 

ARTICLE IX 

Dissolution

Section 1: The Board of Directors will notify the membership of dissolution of the Club 30 days in advance of voting. The Club may be dissolved at any time by either written consent or electronic vote of not less than 2/3 of the members in good standing.  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.

ARTICLE X

Order of Business

Section 1:  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 President
• Report of Secretary
• Report of Treasurer
• Report of Committees
• Unfinished Business
• Election of Officers and Board (annual meeting)
• New Business
• Adjournment

Section 2:  At meetings of the Board, the order of business, unless otherwise directed by a majority vote of those present, shall be as follows:

• Reading of the Minutes of last meeting
• Report of Secretary
• Report of Treasurer
• Report of Committees
• Unfinished Business
• Election of new members
• New Business
• Adjournment

ARTICLE XI

Parliamentary Procedures

Section 1:  All meetings and parliamentary procedures shall be conducted in accordance with the current edition of “Robert's Rules of Order, Newly Revised” unless this is in conflict with the requirements of this constitution and bylaws or applicable law, in which case the constitution and bylaws or applicable law shall take precedence.

Section 2:  In the event that any performance is required by the bylaws to occur on a weekend or legal holiday, such performance shall be deemed in compliance if it occurs on or before the next date that is not a weekend or legal holiday. 

Section 3: These bylaws shall be governed by the laws of the State of Colorado.