American Portuguese Podengo Medio/Grande Club
Constitution and By-Laws
Constitution
Article I
Section 1. The name of the Club shall be:
The American Portuguese Podengo Medio/Grande Club (APPMGC).
Section 2. The American Portuguese Podengo Medio/Grande Club shall hereafter be referred to as the Club.
Section 3. Officers or locations for the transaction of business shall be at such places as the Board of Directors determines.
Section 4. The objects of the Club shall be:
(a)To encourage and promote quality in the breeding of purebred Portuguese Podengo Medio/Grande from both coat varieties in accordance with the Portuguese Podengo Medio/Grande Breed Standard of the American Portuguese Podengo Medio/Grande Club.
(b)To urge members and breeders to accept the Standard of the Portuguese Podengo Medio/Grande Breed as approved by the American Kennel Club as the only standard of excellence by which the Portuguese Podengo Medio/Grande shall be judged.
(c)To encourage breeders and owners to register their Portuguese Podengo Medio/Grande and litters with the American Kennel Club.
(d)To encourage the organization of independent local Portuguese Podengo Medio/Grande Specialty Clubs in those areas where there are sufficient fanciers of the breed.
(e)To conduct matches, regional Club shows, performance events and hold a yearly specialty show.
(f)To have available Portuguese Podengo Medio/Grande educational materials to breed fanciers and judges.
(g)To hold Judge and Breeder Seminars throughout the United States.
(h)To do all in its power to protect and advance the interests of the breed and to encourage sportsman-like competition at dog shows and obedience trials.
Section 5. 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 insure to the benefit of any member or individual.
Section 6. The Club shall be permitted ownership of real or intangible properties for its own use, including generation of revenues for the sole purpose of supporting activities and acquisitions of the Club.
Section 7. The members of the Club shall adopt and may from time to time revise such By-Laws as may be required to carry out these objects.
By-Laws
Article I
Section 1. Membership – Type and Eligibility
Membership to the APPMGC is open to anyone who wishes to join.
Voting membership shall be open to all persons 18 years of age or older who are residents of the United States, in good standing with the American Kennel Club, who subscribe to the purpose of this Club and agree to abide by the Code of Ethics. Any new member must be a member for 6 months before receiving voting privileges
Foreign Membership: Foreign membership shall be open to all persons 18 years of age or older who reside outside of the United States and who subscribe to the purposes of this Club and agree to abide by its Code of Ethics. Foreign Members do not have voting rights.
Section 2. Dues
Membership dues shall not exceed $30.00 per year for any of the membership categories payable on or before the first day of January of each year.
No member may vote whose dues are not paid for the current year. During the month of October, the Treasurer shall send to each member a statement of his dues for the ensuing year.
Section 3. Election to Membership
The application shall state the name, address and additional information that the Club decides is necessary on the application. The application shall contain space to record club activities the applicant has participated in. Accompanying the application the prospective applicant shall submit dues payment for the current year.
Section 4. Termination of Membership
Members may be terminated:
(a)By lapsing. A membership will be lapsed and automatically terminated if such members dues remain unpaid thirty (30) days after the first day of the fiscal year; whoever the Board may grant an additional thirty (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 whose dues are unpaid as of the date of that meeting.
(b)By resignation. Any member in good standing may resign from the Club upon Written notice to the Secretary, but no member may resign while in debt to the Club. Dues obligation is considered a debt to the Club and they become incurred on the first day of each fiscal year.
(c)By expulsion. A member may be terminated by expulsion as provided in Article VI This By-Laws.
Section 5. Roster of Membership
(a)Mailing List. The roster of membership shall not be sold, loaned, bartered or given to any person or organization for the purpose of being used as a mailing list for any product or service.
(b)The Recording Secretary will provide a current membership roster to members no later than the 15th of March of each year. This roster may be provided to the membership by mail or electronic means. Members can choose whether or not to disclose their contact details on the Club website.
(c)No member or groups of members may represent the American Portuguese Podengo Medio/Grande Club or sponsor events in the name of the American Portuguese Podengo Medio/Grande Club without the expressed prior consent of the Board of Directors.
Article II
Meeting and Voting
Section 1. Annual Club Meeting
Meetings will be held in conjunction with the Clubs yearly specialty event, if possible. The time date and place will be determined by the Board of Directors. Notice of each such meeting shall be published to the membership, by mail or electronic means. Notice of meeting must be not more then 30 days and at least 14 days prior to the date of the meeting. The quorum for meetings shall be ten (10%) of the members in good standing.
Section 2. Special Club Meeting
Special Club meetings maybe called by the President, or by a majority vote of the Board who are present and voting at any regular or special meeting of the Board. They may also be called by the Recording Secretary upon receipt of a petition signed by five (5) members of the Club who are in good standing. Such meetings will be held at such place, date and time as may be designated by the person or persons authorized herein to call such meetings. Notice of such meeting shall be provided to the membership by the Corresponding Secretary via mail or electronic means at least five (5) days, and not more than fifteen (15) days prior to the date of he meeting and said notice shall state the purpose of the meeting and no other business may be transacted thereat. The quorum for such a meeting shall be ten percent (10%) of the members in good standing.
Section 3, Board Meeting.
Meetings of the Board of Directors shall be held quarterly at an in person meeting or via electronic means between the 1st and 15th of the months of January, April, July and October. On the years that the Club Specialty does not fall within the aforementioned time period a Meeting of the Board of Directors will be held before the Membership Meeting in conjunction with the Club Specialty event. The Board will designate the meeting time, date and place. Notice of such meeting shall be published to the Board by mail or electronic means not more then 30 days and at least 14 days prior to the date of the meeting. The quorum for such meeting shall be a majority of the Board.
Section 4. Special Board Meeting.
Special meetings of the Board may be called by the President, and shall be called by the Corresponding Secretary upon receipt of a written request signed by at least three (3) members of the Board. Such meetings will be held in person or by electronic means at such place, date and time as may be designated by the person authorized herein to call such meetings. Notice of such meetings shall be provided by the Corresponding Secretary via mail or electronic means at least five (5) days, and not more then fifteen (15) days prior to the date of the meeting. Said notice shall state the purpose of the meeting and no other business may be transacted thereat. The quorum for such a meeting shall be a majority of the Board.
Section 5. The Board of Directors may conduct business by telephone conference call, mail including electronic mail, and fax provided it does not conflict with any other provision of these by-laws. Items voted upon by telephone conference call, electronic mail and fax must be confirmed in writing within seven days.
Section 6. Voting
(a)Voting at a meeting. Each Active member in good standing, whose dues are paid for the current year, shall be entitled to one (1) vote on each question at any meeting at which they are present. It will be the duty of the Recording Secretary to keep attendance records. Proxy voting will not be permitted at any club meeting or election.
(b)Whole Membership voting. Each Active member in good standing, whose dues are paid for the current year, shall be entitled to (1) ballot. The Corresponding Secretary will compile the ballot approved by the Board of Directors and mail a ballot to each member. The voting ballot will have a timeframe listed for return to the Corresponding Secretary or designated person will compile the vote results and make a report to the Board of Directors via mail. The Board of Directors will review the results and the Recording Secretary will publish the results in a notice to the Membership using mail and by electronic means. Proxy voting will not be permitted at any club meeting or election.
Article III
Directors and Officers
Section 1. Board of Directors
The Board shall be comprised of the Officers and four other persons, all of whom shall be members in good standing who are residents of the United States and all of whom shall be elected at the Club’s annual meeting as provided in Article IV and shall serve until their successors are elected. General management of the Club’s affairs shall be entrusted to the Board of Directors.
Section 2. Officers
The Club’s Officers, consisting of President, Vice President, Recording Secretary, Corresponding Secretary and Treasurer shall be elected to serve a two (2) year term at the Club’s annual meeting from among Regular Members of the Club in good standing who are residents of the United States and in their respective capacities both with regard to the Club and its meeting and the Board and its meetings as follows.
(a)The President shall be the Chief Executive Officer of the Club, preside at all meetings, enforce the provisions of the Constitution and By-Laws and appoint necessary committees not otherwise provided for.
(b)The Vice President shall have the duties and exercise the powers of the President in case of the Presidents death, absence, or incapacity. The Vice President shall be chairman of the Program Committee.
(c)The Recording Secretary shall keep a record of all meetings of the Club and the
(a)Board of all matters of which a record shall be ordered by the Club. The Recording Secretary shall also keep current and distribute to the membership in a timely manner a roll of the members of Club with their address, phone number and any other pertinent date that may be directed to be recorded by the Board of Directors (See Article I, Sec. 5). The Recording Secretary shall also, in addition, carry out such other duties as prescribed by the Board of Directors and/or these By-Laws.
(d)The Corresponding Secretary shall have charge of correspondence, notify members of meetings, notify new members of their election to membership, provide copy of this Constitution and By-Laws, and notify Officers and Directors of their election to office. The Corresponding Secretary shall, in addition, carry out such other duties as may be prescribed by the Board of Directors and/or these By-Laws.
(e)The Treasurer shall bill, collect and receive all dues and moneys due or belonging to the Club. The Treasurers books and records of accounts shall at all times be open to inspection by the Board and the Treasurer shall report to the Board and the members at every meeting concerning the condition of the Club’s finances and every item of receipt or payment not previously reported. At the Annual Meeting the Treasurer shall render an account of all moneys received and expended during the previous fiscal year. The Treasurer shall be bonded in such an amount, as the Board of Directors shall determine. All disbursements of the Club shall be made by check, signed by the Treasurer and the President shall countersign checks only in the absence of the President or Treasurer. All expenses, other than on going, exceeding the amount of $100.00 shall be paid by the Treasurer upon prior approval of the Board of Directors. There will be an annual audit or review of the Club books in conjunction with the Clubs annual Specialty event.
Section 3. Vacancies
Any vacancies occurring on the Board or among the officers during the year shall be filled by the Board until the next general election by a majority of the members of the Board at its regular meeting following the creation of such vacancy, or at a regular meeting following the creation of such vacancy, or at a Special Board Meeting called for that purpose. Where a vacancy occurs in the office of President it shall be automatically filled by the Board in accordance with these procedures.
Article IV
The Club Year, Elections, Annual Meeting
Section 1. Club Year
The Club’s fiscal year shall begin on the 1st day of January and the end on the 31st day of December. The Club’s official year shall begin immediately at the conclusion of the election at the annual meeting and
shall continue through the election at the next annual meeting.
Section 2. Elections
Elections shall be held for the following positions in a 2-year cycle.
(1)Officers (2 year term)
(2)2 Board members (2 year term)
(3)2 Board members (2 year term)
The elections shall be held either in person or by mail at which the Officers and Directors shall be elected by secret, written ballot among those nominated in accordance with Section 3 of this Article. They shall take office immediately upon conclusion of the election and each retiring Officer shall turn over to their successor in office all properties and records relating to that office within thirty (30) days after the election.
The nominated candidate receiving the greatest number of votes for each office shall be declared elected. Of the nominated candidates for other positions on the Board, the two (2) receive the greatest number of votes for such positions shall be declared elected.
Section 3. Nominations
No person shall be a candidate in the Club election who has not been nominated. During the month of September, the Board shall select a Nominating Committee consisting of three (3) members and two (2) alternates, not more then one (1) of whom can be a member of the Board. The Recording Secretary shall immediately notify the Committee and alternates of their selection. The Board shall name a chairman for the committee and it shall be their duty to call a committee meeting which shall be held on or before October 15th and shall conduct the proceedings of this committee in the following manner:
(a)The committee shall nominate one (1) candidate for each office and two (2) Candidates for the two (2) positions on the Board, and after securing the consent of each person so nominated, shall immediately report their nominations to the Recording Secretary in writing.
(b)Upon receipt of the nominating committee’s report, the Recording Secretary shall, before November 1st to allow time for members to return nominations by December 1st and notify each member in writing of the candidates so nominated.
(c)Any members may make additional nominations by December 1st. Provided that the person nominated does not decline when their name is proposed, his/her nominator shall present to the Recording Secretary a written statement from the proposed candidate accepting the nomination by December 15th. No person may be a candidate for more then 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 of the Nominating Committee.
(d)Nominations cannot be made in any manner other than as provided for in this Section.
Section 4. Annual meeting
The Annual meeting shall be held in conjunction of the National Specialty, at which time officers, delegate to The American Kennel Club and directors from the ensuing year shall be elected by secret ballot from among those nominated in accordance with Section III of this Article.
Article V
Committees
Section 1.
The Board may appoint standing committees to advance the work of the Club in such matters as dog shows, obedience trials, trophies, annual prizes, membership, health, rescue and other fields which may be served by committees. Such committees shall always be subject to the final authority of the Board. Special committees may also be appointed by the Board to aid it on particular projects.
Section 2.
Any committee appointment may be terminated by a majority vote of the membership of the Board with written notice to the appointee, and the Board may appoint successors to these persons whose services have been terminated.
Section 3.
On or before December first – February first, the President shall appoint subject to the approval of the Board, an auditing committee to audit the Treasurer’s Books. This committee shall report to the Club membership at the Annual Meeting.
Article VI
Discipline
Section 1. American Kennel Club Suspension
Any member who is suspended from the privileges of the American Kennel Club (AKC) shall be automatically suspended from the privileges of this 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. Written charges with specifications must be filed in duplicate with the Corresponding Secretary together with a deposit of $50.00 which shall be forfeited if such charges are not sustained by the Board following a hearing. The Corresponding Secretary will promptly send a copy of the charges to each member of the Board or present them at a Board meeting. The Board shall first consider whether the actions alleged in the charges, if proven, constitute conduct prejudicial to the best interests of the Club. If the Board considers that the charges do not allege conduct that would be prejudicial to the best interests to the Club, 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 not less than three (3) weeks or more than six (6) weeks thereafter. The Corresponding Secretary shall promptly send one copy of the charges to the accused member by registered mail, together with notice of the hearing and an assurance that the defendant may personally appear in their own defense with witnesses, if they wish.
Section 3. Board Hearing
The Board hearing for Charges against a Club member must be done at an in-person meeting in a location close to the majority of Board members and can not be done through the mail or by electronic means. The Board 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 may by a majority vote of those present may reprimand or suspend the defendant from all privileges of the Club for not more then six (6) months from the date of the hearing. And, if it deems that punishment insufficient, it may also recommend to the membership that the penalty be expulsion. In such case, the suspension shall not restrict the defendant’s right to appear before their fellow members at the Club meeting which considers the Boards recommendation. Immediately after the Board has reached a decision, its finding shall be put in written form and filed with the Recording Secretary. The Corresponding Secretary, in turn, shall notify each of the parties of the Boards 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 Board hearing and upon the Boards recommendation as provided in Section 3 of this Article. Such proceeding 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 Boards recommendation of expulsion. The defendant shall have the privilege of appearing in his or her own behalf, though no evidence shall be taken at this meeting. The President shall read the charges and the Boards findings and recommendations, and shall invite the defendant, if present, to speak in their own behalf if desired. The members shall then vote by secret written 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 Boards suspension shall stand.
Article VII
Amendments
Section 1.
Amendments to the constitution and By-Laws may be proposed by the Board if Directors or by written petition addressed to the Corresponding Secretary signed by ten percent (10%) 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 membership with recommendations of the Board by the Corresponding Secretary, for a vote within three (3) months of the date when the petition was received.
Section 2.
The Constitution and By-Laws may be amended by a two thirds (2/3) vote by secret ballot of the Regular members present and voting in any regular or special meeting called for this purpose, provided that the proposed amendments have been included in the notice of the meeting and mailed to each member at least two (2) weeks prior to the date of the meeting.
Article VIII
Dissolution
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 not 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 charitable organization for the benefit of dogs selected by the Board of Directors.
Article IX
Order of Business
Section 1.
At any meetings of the Club, the order of business, so far as the character and nature of the meeting may permit, shall be as follows;
Call to Order
Attendance Roster
Minutes of Last General Membership Meeting
Minutes of Last Board Meeting
Report of President
Report of Corresponding Secretary
Report of Treasurer
Report of Committees
Election of Officers and Board (at the annual meeting)
Election of New Members
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 Corresponding Secretary
Report of Treasurer
Reports of Committees
Unfinished Business
Election of New Members
New Business
Adjournment
Article X
Parliamentary Authority
Section 1.
The rules contained in the current edition of Roberts 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 By-Laws and any special rules or orders the Club may adopt.