Constitution and By-Laws

Constitution:
Article I: Establishment and Objectives

Section l. Name:
The name of the club shall be the Huron River Labrador Retriever Club.

Section 2. Objectives:
The objectives of the Club shall be:

a.) To do all possible to bring the natural qualities of the Labrador Retriever to perfection.

b.) To encourage members and breeders to accept the standard of the breed as approved by The American Kennel Club as the only standard of excellence by which Labrador Retrievers are judged.

c.) To do all in its power to protect and advance the interests of the breed by encouraging sportsmanlike competition and conduct at dog shows, obedience trials, agility trials, field events, tracking tests and all other dog related events.

d.) To conduct sanctioned and licensed specialty shows, obedience trials, agility trials, field events, tracking tests and/or other dog related events under the rules of The American Kennel Club.

Section 3. Non-Profit Status:
The Club shall not be conducted or operated for profit, and no part of any profits or remainder or residue from dues or donations of the Club shall inure to the benefit of any member or individual.

Section 4. Bylaws Revisions:
The members of the Club shall adopt and may from time to time revise such Bylaws as may be required to carry out these objectives.

Bylaws:
Article I: Membership

Section 1. Eligibility:
There shall be five (5) types of memberships as described below.  While membership is to be unrestricted as to residence, the Club’s primary purpose is to be representative of the breeders and exhibitors in its immediate area.

a.) Individual Membership: Enjoys all club privileges including the right to vote and hold office.

b.) Household Membership: Two (2) adult members residing in the same household, each eligible to vote and hold office.

c.) Junior: Open to children 7 years of age and under 18 years of age; a non-voting/non-office holding membership which may automatically convert to regular membership at age 18.

d.) Associate: Entitled to all club privileges except voting and holding office (offered to individuals who live outside of the Club’s area; also offered to individuals who live in the club’s area but are not active).

e.) Life Charter: is awarded by the action of the Board of Directors to a member who has made substantial and sustained contributions to HRLRC.  Life members shall be entitled to all privileges of Individual Membership, but shall be exempt from paying membership dues.

Section 2. Dues:
Membership Dues shall be set by the Board of Directors on a yearly basis not to exceed $75.00 payable on or before the first day of May of each year.  Dues are overdue if postmarked after May 31st.  Late dues that are received during the month of June and thereafter must be accompanied by a late fee of $15.00.  Dues not received by July 1st, shall result in a lapse of membership.  Former members whose membership had lapsed may re-apply within 3 months to the Board of Directors for reinstatement.  No member may vote in the annual election whose dues are not received by July 1.  During the month of March it shall be the responsibility of the Membership Chairperson to provide members with a written statement, sent either by electronic mail or delivered mail, of dues for the ensuing year.

Section 3. Election to Membership:
All applicants must attend no fewer than two (2) regularly scheduled club meetings, and/or have participated in no fewer than two (2) scheduled club events such as a fun match, specialty show, hunt test, and/or WC/WCX during the previous twelve months prior to application for 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 By-Laws and the rules of The American Kennel Club.  The applications shall state the name, address, phone number and email address of the applicant, and it shall carry the endorsement of two Individual, Household, or Life Members who are in good standing with the HRLRC.  Accompanying the completed application and endorsements, the applicant shall submit to the Membership Chairperson dues payment for the current year.  If dues are paid on or after February 1st, said dues will carry to the next fiscal year.

Applications are voted upon at the next general membership meeting following the applicant’s completion of attendance requirements.

All applications are to be filed with the Membership Chairperson, and each application shall be read at the first and second meetings of the club following its receipt, and at the next voting meeting.  At the membership voting meeting, the application will be voted upon, and affirmative votes of 2/3 of the members present and voting at that meeting shall be required to elect the applicant.

Applicants for membership who have been rejected by the Club may not reapply within six (6) months of such rejection.

Section 4. Termination of Membership:

a.) By Resignation.  Any member in good standing may resign from the Club upon written notice to the Corresponding Secretary, but no member may resign when in debt to the Club.  Dues obligations are considered a debt to the Club, and they become incurred on the first day of each fiscal year.

b.) By Lapsing.  A membership will be considered as lapsed and automatically terminated if such member’s dues remain unpaid on July 1.  Former members whose membership had lapsed may reapply within 3 months to the Board of Directors for reinstatement.

c.) By Expulsion.  A membership may be terminated by expulsion as provided in Article VI of the Bylaws.

Article II: Meetings and Voting

Section 1. Club Meetings:
Meetings of the Club shall be held in the greater Ann Arbor area at least 6 times a year, at such place, date, and hour as may be designated by the Board of Directors.  Notice of each meeting shall be provided by the Corresponding Secretary at least 5 days prior to the date of the meeting.  This notification may be accomplished by the announcement in the club newsletter, electronic mail, delivered mail, publication on the club website or in the annual membership directory.  Voting may be accomplished by a simple majority of the members in attendance at the meeting.

Section 2. Special Club Meetings:
Special Club Meetings may be called by the President, or by a majority vote of the members of the Board who are present and voting at any regular or special meeting of the Board; and shall be called by the Corresponding Secretary upon receipt of a petition signed by five members of the Club who are in good standing.  Such special meetings shall be held in the Greater Ann Arbor area at such place, date and hour as may be designated by the person or persons authorized herein to call such meetings.  Notification of such meeting shall be provided by the Corresponding Secretary at least 5 days and not more than 15 days prior to the date of the meeting.  This notification may be accomplished by announcement in the club newsletter, electronic mail, telephone, or delivered mail.  Any such notice shall state the purpose of the meeting, and no other Club business may be transacted thereat.  Voting may be accomplished by a simple majority of the members in attendance at the meeting.

Section 3. Board Meetings:
Meetings of the Board of Directors shall be held, at least 4 times a year, in the greater Ann Arbor area at such place, date and hour as may be designated by the Board or by teleconference.  Teleconferencing shall constitute a legal board meeting.  Notice of each meeting shall be provided to Board Members and the General Membership by the Corresponding Secretary at least 5 days prior to the date of the meeting.  This notification may be accomplished by announcement in the club newsletter, electronic mail, telephone, delivered mail, publication on the Club website or in the annual membership directory.  The quorum for such meeting shall be a majority of the Board.

Section 4. Special Board Meetings:
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, by electronic mail, telephone, or delivered mail, and signed by at least three members of the Board.  Such special meetings shall be held in the Greater Ann Arbor area at such place, date and hour as may be designated by the person or persons authorized herein to call such meetings, or by teleconference.  Teleconferencing shall constitute a legal board meeting.  Notification of such meeting shall be provided to Board Members and the General Membership by the Corresponding Secretary at least 5 days and not more than 10 days prior to the date of the meeting.  This notification may be accomplished by announcement in the club newsletter, electronic mail, telephone or delivered mail.  Any such notice shall state the purpose of the meeting, and no other Club business may be transacted thereat.  The quorum for such meeting shall be a majority of the Board.

Section 5. Membership Voting:
Each Individual or Life Member in good standing whose dues are paid for the current year shall be entitled to one vote at any General or Special meeting of the Club at which that member is present.  Household Membership are limited to two (2) votes assuming that each member is present at the meeting.  Proxy voting or absentee ballots 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 President, Vice-President, Recording Secretary, Corresponding Secretary, Treasurer and five other persons, all of whom shall be Individual, Household or Life members in good standing and all of whom shall be elected for one year terms at the Club’s annual meeting as provided in Article IV, and they shall serve until their successors are elected.  Board members are expected to be in attendance at a majority of the regular board meetings. 

Any Officer or Board of Directors:  who without proper notice to the Board,  misses two (2) meetings in a row; without proper notice, misses three (3) meetings; misses five (5) meetings with or without proper notice in a single calendar year, shall be replaced.  Proper notice for a Board member being absent shall consist contact, either oral or written, with another Board member or an Officer of the Club.  The Board of Directors will nominate one (1) or more members in good standing who meet the qualifications under the Constitution and By-Laws of this Club.  Said nominations shall be presented to the membership at the next membership meeting.  Nominations will be accepted from the floor at that meeting and a new Board member will be elected to fill out the term of the displaced Board member by the membership present.

To remove an Officer or a Director said member shall be shown cause at the next Board Meeting with or without said Board member present.

General management of the Club’s affairs shall be entrusted to the Board of Directors.

Section 2. Officers:
The Club’s officers consisting of the President, Vice President, Recording Secretary, Corresponding Secretary and Treasurer shall serve in their respective capacities both with regard to the Club and its meetings and the Board and its meetings.

a.) The President shall preside at all meetings of the Club and of the Board, and shall have the duties and powers normally appurtenant to the office of President in addition to those particularly specified in these Bylaws.

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

c.) The Recording Secretary shall keep a record of all meetings of the Club and of the Board, and in all matters of which a record shall be ordered by the Club, and carry out such other duties as are prescribed in these Bylaws.

d.) The Corresponding Secretary shall have charge of the correspondence, notify officers and directors of their election to office, keep a roll of the members of the Club with their address, phone number and email address, and carry out such other duties as are prescribed by these Bylaws.

e.) The Treasurer shall collect and receive all monies due or belonging to the Club.  He/she shall deposit the same in a bank designated by the Board, in the name of the Club.  The ledger books shall at all times be open to the inspection of the Board, and he/she shall report to them at every meeting the condition of the Club’s finances and every item of receipt or payment not before reported; and at the annual meeting shall render an account of all monies received and expended during the previous fiscal year.  The Treasurer shall be bonded in such an amount as the Board of Directors shall determine.

f.) Any vacancies occurring 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 at its first regular meeting following the creation of such vacancy, or at a Special Board Meeting called for that purpose; except that 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 by the Board.

Article IV: The Club Year, Annual Meeting, Elections

Section 1. Club Year:
The Club’s fiscal year shall begin on the first day of May, and end on the last day of the following April.  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. Annual Meeting:
The annual meeting shall be held in the month of April at which officers and 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 and each retiring officer shall turn over to his or her successor in office all properties and records relating to that office within 30 days after election.

Section 3 Elections:
Annual elections shall be conducted via secret, written ballot from among those nominated in accordance with Section 4 of this Article at the annual meeting.  The nominated candidate receiving the greatest number of votes for each office  shall be declared elected.  The five nominated candidates receiving the greatest number of votes for board positions shall be declared elected.  The nominating committee is responsible for distributing and tallying election ballots at the annual meeting.  The election tallies shall be announced immediately after the election, and recorded in the minutes of the meeting.  The ballots shall then be destroyed.

Section 4 Nominations:
No person shall be a candidate in a Club election who has not been nominated.  During the month of November, the Board shall elect a Nominating Committee consisting of three (3) members and one (1) alternate, no more than one of whom shall be a member of the Board.  The Corresponding Secretary shall immediately notify the committee persons and alternates of their selection. The board shall name a chairperson for the committee, and it shall be his/her duty to call a committee meeting in person or by teleconference, which shall be held on or before February 1st.  Electronic communication shall constitute a legal committee meeting.  The committee shall consider the number of years the prospective candidate has been a member of the Club, participation in club activities, dedication to the well-being of the club and the breed, and other appropriate dog-related experience in making their choices.

a.) The committee shall nominate one candidate for each office and five candidates for the five other positions of the Board, and after securing the consent of each person so nominated, shall immediately report their nominations to the Corresponding Secretary in writing.

b.) Upon receipt of the Nominating Committee’s report, the Corresponding Secretary shall, at least five (5) days prior to the March meeting, notify each member by electronic mail or delivered mail of the candidates nominated.

c.) Additional nominations may be made at the March meeting by any member in attendance provided that the person so nominated does not decline when his/her name is proposed.  If the proposed candidate is not in attendance at this meeting his or her proposer shall present to the Recording Secretary a written signed statement for the proposed candidate signifying his or her willingness to be a candidate.

d.) No person may be a candidate for more than one position in any given election.

e.) Nominations cannot be made at the annual meeting or in any manner other than those provided in this section.

f.) If a nominated candidate decides to withdraw their nomination before the March meeting, a candidate must be nominated from the floor at the March meeting to replace the rescinded candidate.

Section 5 Ballots:
The ballots shall list all nominees for each position.  The ballot shall carry no indication of the manner in which the candidates were nominated.  So that the ballots may remain secret, each voter shall deposit his/her ballot into a collection container at the annual meeting.

Section 6 Tie Votes:
In case of a tie vote for any position, there shall be a run-off election at the same meeting until a winner is determined.

Article V: Committees

Section 1. Standing Committees:
The Board may each year appoint standing committees to advance the work of the Club in such matters as shows, obedience trials, field events, tracking, trophies, annual prizes, membership and other areas of interest which may well 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 assist on particular projects.

Section 2. Appointment Termination:
Any committee appointment may be terminated by a majority vote of the full membership of the Board upon written notice to the appointee(s); and the Board may appoint successors to those whose services have been terminated.

Article VI: Discipline

Section 1. American Kennel Club Suspension:
Any member 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 member may prefer charges against a member for alleged misconduct prejudicial to the best interest of the Club.  Written charges with the specifications must be filed in duplicate with the Corresponding Secretary together with a deposit of $10.00, which shall be forfeited if such charges are not sustained by the Board following a hearing.  The Corresponding Secretary shall promptly send a copy of the charges to each member of the Board or present them at a Board meeting, and the Board shall first consider whether the actions alleged in the charges, if proven, might constitute prejudicial to the best interest of the Club.  If the Board considers that the charges do not allege conduct which would be prejudicial to the best interests of 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 later than 3 weeks nor more than 6 weeks thereafter.  The Corresponding Secretary shall promptly send one 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 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 the complainant and defendant, the Board may by majority vote of those Board members present, suspend the defendant from all privileges of the Club for not more than six months from the date of 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 his or her fellow membership at the ensuing meeting which considers the Board’s recommendation.  Immediately after the Board has reached a decision, its findings 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 Board’s 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 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 60 days but not earlier than 30 days after the day of the Board’s behalf, though no evidence shall be taken at this meeting.  The President shall read the charges and the Board’s findings and recommendations, and shall invite the defendant to speak in his or her own behalf, if he/she wishes.  The members shall then vote by secret written ballot on the proposed expulsion.  An affirmative vote of 2/3 of the members present and voting at the meeting shall be required for expulsion.  The tallies of the vote shall be announced immediately after compilation, and recorded in the minutes of the meeting.  The ballots shall then be destroyed.  If expulsion is not voted, the Board’s suspension shall stand.

Article VII: Amendments

Section 1. Proposal:
Amendments to the Constitution and Bylaws may be proposed by the Board of Directors or by written petition addressed to the Corresponding Secretary signed by ten (10) 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 Corresponding Secretary for vote within three months of the date when the petition was received by the Corresponding Secretary.

Section 2. Voting:
The Constitution and Bylaws may be amended by a 2/3 vote of the members present and voting at any regular or special meeting called for that purpose, provided the proposed amendments have been included in the notice of the meeting and distributed to each member by electronic mail or delivered mail at least two weeks prior to the date of the meeting.

Section 3. Corrections:
The Board of Directors shall have the authority to correct any misspellings, punctuation, clerical or other grammatical errors in these Constitution and By-Laws that do not affect the substance of these Constitution and ByLaws without the necessity of submitting such corrections through the amendment process.

Article VIII: Dissolution

The Club may be dissolved at any time by written consent of no less than 2/3 of the members.  In the event of the dissolution of the Club, other than for purposes of reorganization, whether voluntarily or involuntarily or by operation of the law, none of the property of the Club shall be distributed to any members of the Club, 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(s) for the benefit of dogs selected by the Board of Directors.

Article IX: Order of Business

Section 1. Club Meetings:
At meetings of the Club, the order of Business so far as the character and nature of the meeting permits, shall be as follows:

Roll Call
Minutes of Last Meetings
Report of the President
Report of the Corresponding Secretary
Report of the Treasurer
Report of the Committees
Election of Officers and Board (annual meeting)
Election of New Members
Unfinished Business
New Business
Adjournment

Section 2. Board Meetings:
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
New Business
Adjournment

Article X: Conduct of Meetings

Section 1. Rules of Order:
The rules contained in the current edition of Robert’s Rules of Order, newly Revised, shall govern the Club in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any other special rules of order the Club may adopt.

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