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 Bolognese 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. Specific rights and benefits of membership and dues other than set forth herein, are determined and set by the Board of Directors, such as rights to participate in various media groups of interest and other rights and benefits.

(a) Individual Membership for Companion Owners is open to eligible individuals who reside in the U.S., its territories and possessions. Said Member shall be entitled to all club privileges and benefits, including voting, holding office, Club Newsletters, committee participation, and other access/participation as set by the Board.

Individual Membership for U.S. Bolognese Breeders is open to eligible Bolognese breeders who reside in the U.S., its territories and possessions.   All breeders who wish to join the ABC must follow the application process as set by the Board. Said Member shall be entitled to all club privileges and benefits, including voting, holding office, Club Newsletters, committee participation, and other access/participation as set by the Board.

(b) 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 also from a present or former U.S. Bolognese breeder who is a member in good standing.  All international breeders who wish to join the ABC must follow the application process as set by the Board. This type of membership is a limited membership. Said member will receive the Club Newsletter and other rights and benefits as specified by the Board, including committee participation and other access/participation as set by the Board.

(c) Lifetime Membership is only conferred by the Board of Directors. Lifetime members shall have the same club benefits and participation as individual members.

(d) Honorary Membership is only conferred by the Board of Directors.  Honorary members have limited privileges as set by Board of Directors.

No Membership dues shall exceed $100.  Furthermore, 10 percent of each membership, rounded to the nearest dollar, will go into the rescue fund.  The amount for Club Membership dues will be decided by the Board of Directors.

Section 2:  Dues.  Membership dues are set by the Board 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 Code of Ethics of the ABC.  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. Accompanying the application, the prospective member shall submit dues payment for the current year.  Breeders are subject to a more detailed application. This breeder application shall carry the endorsement of 2 sponsors that are current ABC members in good standing.

Each application will then be sent to the Membership/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.  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:  A membership will be considered as lapsed and automatically terminated if such member’s dues remain unpaid 60 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 March 30, 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

Section 1:  Annual Meeting.  The annual meeting of the Club shall be held in conjunction with the Club’s National Specialty Show or held via conference call, 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.

Section 2:  Special Club Meetings.  Special club meetings may be called by the President; by a majority vote of the Board who are present and voting at any regular or special meeting of the board; by a majority vote of the Board in writing, by phone or electronically; 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 at such place, date and hour as may be designated by the Board of Directors. Written notice of such a meeting shall be mailed 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 there at. The quorum for such a meeting shall be 10 percent of the members in good standing.

Section 3:  Board Meetings. The first meeting of the Board shall be held immediately 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 or by a majority vote of the (entire) Board.  Meetings of the Board of Directors shall be in person or via telephone conference or via video conference 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.

Section 4: Board Business.  The Board of Directors may also conduct its business by mail through the Secretary, by conference telephone call or via email, provided that 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)   Every Board member must be provided with 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 III

Directors and Officers

Section 1:  Board of Directors.

(a)  The Board shall be comprised of the Officers and six (6) Directors who must reside in the US (See exception in Article I, Section 1, c) all of whom shall be members in good standing for three years.  Additional requirements for each position are included in Section 2 of this Article. Beginning three years after Club formation, Candidates for Officers and Directors must have either served as a member of an ABC committee for one year, have served a full term as a Regional Director, 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. They shall be elected for two-year terms as provided in Article IV, and shall serve until their successors are elected.

(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 as described in Section 4.

(c)  Election of officers shall take place in even years.  Election of the odd number Directors shall take place in odd years.  Election of the even number Directors shall take place in even years.

(d) In order for more members to be eligible to run for office, and for the initial election of Officers and Directors, the three-year membership requirement will be 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 shall serve in their respective capacities both with regard to the Club and its meetings and the Board and its meetings.

(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 corporation with Director #5 to ensure dues are processed efficiently.  Position requirements are the minimum listed above.

(e) The Registrar will be designated by the Board and will keep the records of registration and of pedigree of the Bolognese.  The BOD has access to the records at all times and the records are the property of the ABC. The registrar shall tender all records to the Secretary upon his or her resignation.  When the Bolognese gain acceptance by the AKC, then the registrar will give AKC access to all Bolognese registration records. It is anticipated that the records will be maintained electronically with a copy stored on electronic media, off premises from the location of the registrar.

(f) 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.

Section 2B:  Directors.  Each Director shall be responsible for certain areas in addition to their respective capacities both with regard to the Club and its meetings and the Board and its meetings.  The Board shall assign such areas to each director.

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.

Ethics and Grievance (Director #2) will preside over the ethics and grievance committee and bring to the attention of the BOD any grievances that the committee cannot resolve through mediation; and will have the duty to cultivate and encourage ABC members and breeders to uphold the Club’s code of ethics.  Director #2 will preside over the monitors of the club forum. Position requirements are the minimum listed above in Director #1. 

Event Director (Director #3) 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 #3 will preside over the committees that regulate, organize, and promote the ABC’s companion events, working events, and temperament evaluations.

Public Relations (Director #4) will preside over the Public Relations Committee, Merchandise and the Fundraising Committee.  Director #4 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 #5) 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 #5 will email the Board the application of the prospective member. BOD may approve membership by email. Director #5 will keep a current membership roll and provide a quarterly copy to the Secretary. Director #5 may delegate tasks to their Committee members but is ultimately responsible for ensuring the duties assigned this office is carried out forthwith. 

Director of Re-homing/Adoption Coordination (Director #6) is in charge of the first level of extensive vetting of perspective adoption homes; acting as a filter for the person offering a dog for adoption or re-homing. This Director will require applicants to complete paperwork in order to make an informed referral between the owner of the dog and possible future owners.  Must have good organization, people and phone skills.

Section 3:  Vacancies.  Any vacancies occurring on the Board during the year shall  remain vacant until the next annual election. The President will choose a candidate for the Board to consider.  The candidate must have a majority vote of all the current members of the Board to be approved. A vacancy in the office of President shall be filled automatically by the Vice President and the resulting vacancy in the office of Vice President shall be filled automatically by the Board in the manner stated above.  Any Board member that resigns twice from their elected position will be deemed ineligible to hold a position on the Club’s Board for a period of not less than seven years.

The Board of Directors is authorized to appoint or replace directors (due to resignation, retirement or removal), by a 2/3 majority vote of those present at Board of Directors’ Meeting.

Section 4: Removal of Officers and Directors

(a)   An Officer or Director may be removed from his position if found to be in violation of the Club’s Constitution and Bylaws or Code of Ethics.

(b)  A Board Member may also be removed from office for dereliction of duty or gross negligence.  The Member whose removal has been proposed shall be informed of the reasons for this action by registered mail with a return receipt requested not less than 15 calendar days prior to the vote of removal.  Said Board member shall be provided the opportunity to respond to the Board on the charges either in writing or in person prior to the vote. The accused Board member is not entitled to vote. Removal from the office requires the affirmative vote of the majority of the remaining members of the Board.

ARTICLE IV

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.  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 electronically.

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 3:  Nominations and Ballots.  No persons may be a candidate in a Club election who has not been nominated in accordance with these Bylaws.  An Election Oversight 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 Election Oversight 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 III, Section 1b, 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 or the election ballots are mailed to the membership.

(b) Additional nominations of eligible members may be made by written petition addressed to the Chair of the Oversight Committee and postmarked on or before September 30th, signed by two members and accompanied by the written acceptance of each such additional nominee signifying his willingness to be a candidate.

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

(d) If one or more valid additional nominations are postmarked 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) market “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 Chair of the Oversight Committee (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.  In the event that the Secretary position is up for election, the ballots may not be sent out by this office, but from a member of the Oversight Committee.

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

ARTICLE V

The Club Year, Voting, Nominations, Elections

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 anytime 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 VI

Discipline

Section 1:  Charges.  Any member may bring charges against a fellow member for alleged misconduct prejudicial to the best interests of the Club or the Breed.  Written charges with specifications must be filed with the Secretary, together with a deposit of $50, which shall be forfeited if such charges are not sustained by the Board or the committee following a hearing.  The Secretary shall promptly send a copy of the charges to the Director assigned as #2 and the Grievance/Ethics Committee. The Committee will attempt to arbitrate a solution between the two parties. If after 20 days of the receipt of the charges there is no resolution, the member that is bringing the charges may request that the BOD 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, if may refuse to entertain jurisdiction. If the Board entertains jurisdiction for 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 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, together with a notice of the hearing, an assurance that the defendant may personally appear in his own defense, and an acceptance for bringing witnesses on his or her behalf.

Section 2:  Board Hearing.  The Board of Directors or Board committee, of not less than six directors 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 testimony presented by complainant and defendant, the Board or Board committee may by a majority vote of those present reprimand or suspend the defendant from all privileges of the Club.  Suspension may not last longer than a calendar year. If the BOD feels that an expulsion is deserved, they must submit it to the membership for a vote. 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.

ARTICLE VII

Amendments

Section 1:  Amendments to the constitution and bylaws (and to the standard for the breed) 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.

Section 2:  The constitution and bylaws (or the standard for the breed) may be amended at any time, provided a copy of the proposed amendment has been mailed 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 IV, Section 4(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 Bolognese Club.

ARTICLE VIII

Dissolution

Section 1:  The Club may be dissolved at any time by the written consent of not less than 2/3 of the 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.

ARTICLE IX

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 ew members
• New Business
• Adjournment

ARTICLE X

Parliamentary Procedures

Section 1:  All meetings and parliamentary procedures shall be conducted in accordance with the latest edition of “Robert's Rules of Order,” unless this is in conflict with the requirements of this constitution and 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.