Section 3. Board Meetings
(a) Meetings of the Board of Directors shall be held at least four (4) times each year within the Greater Syracuse, New York, area at such hour, date and place as may be designated by the Board of Directors.
(b) The Secretary shall mail written notice of such meetings at least five (5) days before the date of the meeting. The quorum for such a meeting shall be a majority of the Board.
Section 4. Special Board Meetings
Special Meetings of the Board of Directors may be called in either of two ways:
(a) The President may call a Special Meeting of the Board of Directors.
(b) The Secretary, upon receipt of a written request signed by three (3) members of the Board of Directors, will call a Special Meeting of the Board of Directors.
Such special meetings shall be held in the Greater Syracuse, New York, area at such place, date, and hour as may be designated by the person authorized herein to call such a meeting. Written notice of such a meeting shall be mailed by the Secretary at least five (5) days and not more than ten (10) days prior to the date of the meeting. Any such notice shall state the purpose of the meeting and no other business shall be transacted thereat. A quorum for such a meeting shall be a majority of the Board of Directors.
Any action required or permitted to be taken by the Board of Directors as the subject of a Special Board Meeting may be taken without a formal meeting of the Board of Directors if all members of the Board consent in writing to the adoption of a resolution authorizing such action. The resolution and the written consents shall be filed with the minutes of the proceedings of the Board of Directors. If action on such a basis is necessary in an emergency, it must be ratified at the next meeting of the Board of Directors in order to become an official act of the Board of Directors.
Section 5. Voting
Each Regular member in good standing, including up to two (2) persons in a household membership, whose dues are paid for the current year, shall be entitled to one vote at any meeting of the Club at which that member is present. Proxy voting shall not be permitted at any Club meeting or election.
ARTICLE III - Directors and Officers
Section 1. Board of Directors
The Board of Directors shall be comprised of the President, Vice President, Secretary, Treasurer and five (5) other persons, all of whom shall be members in good standing and all of whom shall be elected for one-year terms at the Club’s Annual Meeting as provided for in Article IV, and shall serve until their successors are elected. General management of the Club’s affairs, including the development of policies to guide the Club’s operations, shall be entrusted to the Board of Directors. An out-going President will be offered a nomination to the Board of Directors. Should the out-going President accept that nomination, he/she would stand for election along with the other nominees for the Board of Director positions.
Section 2. Officers
The Club’s Officers, consisting of President, Vice President, Secretary and Treasurer shall serve in their respective capacities both with regard to the Club and its meetings and the Board of Directors and its meetings.
(a) The President shall preside at all meetings of the Club and of the Board of Directors, and shall have the duties and powers normally appurtenant to the office of President in addition to those particularly specified in the Constitution and Bylaws. The President is entitled to vote on all matters on which the Club and its Board of Directors may vote.
(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. The Vice President is entitled to vote on all matters on which the Club and its Board of Directors may vote when acting as President.
(c) The Secretary shall keep a record of all meetings of the Club and of the Board of Directors and of all matters of which a record shall be ordered by the Club, shall have charge of the correspondence, notify members of meetings, notify new members of their election to membership, notify Officers and Directors of their election to office, keep a roll of the members of the Club and their addresses and carry out such other duties as are prescribed in these Bylaws. Certain responsibilities of record keeping and record administration may be assigned to others as deemed appropriate by the Board of Directors.
(d) The Treasurer shall collect and receive all moneys due or belonging to the Club. Moneys shall be deposited in a bank designated by the Board of Directors, in the name of the Club. The books shall be at all times open to inspection by the Board of Directors and a report shall be given at every meeting of the Club and of the Board of Directors of the condition of the Club’s finances and every item of receipt or payment not before reported; and at the Annual Meeting 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 with the expense of this bonding to be borne by the Club. An annual internal audit of Club financial reports will be conducted by two (2) Club members appointed by the Board of Directors. This audit will be completed by July 1st of each year and a report will be presented to the Board of Directors soon thereafter.
(e) Any vacancies occurring among the Officers or on the Board of Directors during the year shall be filled until the next annual election by a majority vote of all the then members of the Board of Directors at its first regular meeting following the creation of such vacancy, or at a special meeting of the Board of Directors called for that purpose. A vacancy in the Office of President, however, shall be filled automatically by the Vice President and the Board of Directors shall fill the resulting vacancy in the Office of Vice President.
ARTICLE IV - The Club Year, Annual Meeting, Elections
Section 1. The Club Year
The Club’s official year shall begin immediately at the conclusion of the elections during the Annual Meeting and shall continue through the election at the next annual meeting. The Club’s fiscal year shall begin on January 1st and end on December 31st.
Section 2. Annual Meeting
The Annual Meeting shall be held in the month of October at which Officers and members of the Board of Directors for the ensuing year shall be elected by secret, written ballot from among those nominated in accordance with Section 4 of this Article. They shall take office immediately upon the conclusion of the election. Each retiring officer shall turn over to his or her successor in office all properties and records relating to that office within thirty (30) days of the election.
Section 3. Elections
The nominated candidate receiving the greatest number of votes for each office shall be declared elected. The five (5) nominated candidates for membership on the Board of Directors who receive the greatest number of votes for such positions shall be declared elected.
Section 4. Nominations
No person may be a candidate in a Club election who has not been nominated. Nominated candidates must be Regular members in good standing. During the month of July, the Board of Directors shall appoint a Nominating Committee consisting of three (3) members, one of whom will be chair. Not more than one (1) member of the Nominating Committee may be a member of the Board of Directors. The Secretary shall immediately notify the Nominating Committee of their selection. The Chairperson of the Nominating Committee will convene a Committee meeting to be held by August 1st. The Chairperson of the Nominating Committee may conduct much of the business of the Committee by phone or electronically but must be able to demonstrate that the report of the Committee reflects the consensus of the Committee members.
(a) The Nominating Committee shall nominate one candidate for each office and position of the Board, after securing the consent of each person so nominated, and shall immediately report their nominations to the Secretary in writing.
(b) Upon receipt of the report of the Nominating Committee, the Secretary shall notify each member in writing of the candidates so nominated. Notice in written form, either by letter or the Club’s Newsletter, shall be sent to each Club Member at least ten (10) days prior to the September meeting.
(c) Additional nominations may be made at the September meeting by any Regular member in attendance, provided that the person so nominated does not decline when his/her name is proposed, and provided further that if the proposed candidate is not in attendance at this meeting, the proposer shall present to the Secretary a written statement from the proposed candidate signifying willingness to be a candidate. No person may be nominated for more than one position. All nominees will be Regular members.
(d) Nominations cannot be made at the Annual Meeting or in any manner other than as provided in this Section.
ARTICLE V - Committees
Section 1. The Board of Directors may each year appoint standing committees to advance the work of the Club in such matters as specialty shows, obedience and field trials, trophies, annual prizes, membership and other projects which may well be served by a committee. Such committees shall always be subject to the final authority of the Board of Directors. Special committees may also be appointed by the Board of Directors to assist with particular projects.
Section 2. Any committee appointment may be terminated by a majority vote of the full membership of the Board of Directors upon written notice to the appointee. The Board of Directors may appoint successors to those persons whose services have been terminated.
ARTICLE VI - Discipline
Section 1. American Kennel Club Suspension
Any Regular member of this Club 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 Regular member may prefer charges against another Regular member for alleged misconduct prejudicial to the best interests of the Club or the Golden Retriever breed. Written charges with specifications must be filed in duplicate with the Club’s Secretary together with a deposit of twenty-five dollars ($25) which shall be forfeited if such charges are not sustained by the Board of Directors following a hearing. The Secretary shall promptly send a copy of the charges to each member of the Board of Directors or present them at a meeting of the Board of Directors. The Board of Directors shall first consider whether the actions alleged in the charges, if proven, might constitute conduct prejudicial to the best interests of the Club. If the Board of Directors considers that the charges do not allege conduct which would be prejudicial to the best interests of the Club, it may refuse jurisdiction. If the Board of Directors entertains jurisdiction of the charges, it shall fix a date for a hearing by the Board of Directors not less than three (3) weeks or more than six (6) weeks thereafter. The Secretary shall promptly send one (1) 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 wishes.
Section 3. Board Hearing
The Board of 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 of Directors may by a majority vote of those present suspend the defendant from all privileges of the Club for not more than six (6) months from the date of the hearing. If the Board of Directors deems that punishment insufficient it may also recommend to the Club membership that the penalty be expulsion. In such case, the suspension shall not restrict the defendant’s right to appear before his/her fellow members at the ensuing Club meeting which considers the Board’s recommendation. Immediately after the Board of Directors 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 of Directors’ decision and penalty, if any.
Section 4. Expulsion
Expulsion of a member from the Club may be accomplished only at a meeting of the Club following a hearing of the Board of Directors and upon that Board’s recommendation as provided in Section 3 of this Article. Such proceedings may occur at a regular or special meeting of the Club, to be held within sixty (60) days but not earlier than thirty (30) days after the date of the Board’s recommendation of expulsion. The defendant shall have the privilege of appearing in his/her own behalf, though no evidence shall be taken at this meeting. The President shall read the charges and the findings and recommendations of the Board of Directors, and shall invite the defendant, if present, to speak in his/her own behalf if he/she wishes. The Regular members shall then vote by secret ballot on the proposed expulsion. A two-thirds (2/3) vote of those present and voting at the meeting shall be necessary for expulsion. If expulsion is not so voted, the recommendation by the Board of Directors of suspension shall stand.
ARTICLE VII - Amendments
Section 1. Amendments to the Constitution and Bylaws may be proposed by the Board of Directors or by written petition addressed to the Secretary signed by twenty (20) percent of the Regular 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 of Directors by the Secretary for a vote within three (3) months of the date on which the petition was received by the Secretary.
Section 2. The Constitution and Bylaws may be amended by two-thirds (2/3) vote of the Regular members present and voting by secret ballot at any regular or special meeting called for the purpose and at which a quorum of twenty (20) percent of the Regular members in good standing is met. The proposed amendments must have been included in the notice of the meeting and mailed to each Regular member at least two (2) weeks prior to the date of the meeting.
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 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 member of the Club. After payment of the debts of the Club, its property and assets shall be given to an incorporated, not-for-profit organization(s) which benefits dogs, and particularly Golden Retrievers. The Board of Directors shall select the organization(s).
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:
Minutes of Last Meeting
Report of the President
Report of the Secretary
Report of the Treasurer
Report of Committees
(At Annual Meeting) Election of Officers and Board Members
Election of New Members