CONSTITUTION AND BY-LAWS

REVISION DATE:  06/14/2018
ADOPTED: 07/20/2018

GERMAN SHEPHERD DOG CLUB OF ST. LOUIS, INC. CONSTITUTION AND BY-LAWS



Article 1 – Name and Objects

Section 1   - The name of the Club shall be “The German Shepherd Dog Club of St. Louis, Inc.

Section 2   - The objects of the Club shall be:

a)     To encourage and promote quality in the breeding of purebred German Shepherd Dogs and  to  urge all 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 German Shepherd Dogs shall be judged.

b)   To do all in its power to protect and advance the interest of the breed by encouraging sportsmanlike conduct at all times when representing our breed.

c)   To aid with every possible means in demonstrating the   versatility of the German   Shepherd Dog.

d)     To conduct   activities including but not limited to sanctioned and licensed  AKC specialty shows and performance venues  under the rules and regulations of the American Kennel Club.

e)    To publish literature and periodicals in the interest of the German Shepherd Dog.

Section 3 - The Club shall not be conducted or operated for a profit and no part of any profits or remainder or residue to the club shall benefit  any member or individual. 

Section 4 - 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.

Article II – Membership

Section 1 - Types of Membership

a)     There are five types of Membership:  Regular, Household, Lifetime, Lifetime Associate, and Junior.  Regular, Household, and Lifetime members are entitled to vote and hold office.

b)    Regular – A member of the Club who has met all the requirements of Eligibility, who has previously been elected to membership, has been a continuous member since election to membership, and must be in good standing with the American Kennel Club.  A regular member shall have all rights and full voting privileges of the Club providing the Regular Member is a member in good standing.

c)    Household – Same as a regular member.  Each family member over the age of 18, who is in good standing, is entitled to (1) vote.

d)    Lifetime - Upon nomination by any member and approved by majority vote of the Board of Governors.  A member must have diligently promoted the breed and the German Shepherd Dog Club of St. Louis, Inc. and have at least twenty consecutive years of membership to be considered for a lifetime member.  A Lifetime member shall have all the rights and privileges of regular membership, but is not required to pay dues.

e)    Lifetime Associate – Any Lifetime member who fails to attend at least 2 meetings per year in 2 consecutive years shall automatically be converted to Lifetime Associate member status.  Lifetime Associate members shall have all the rights and privileges of regular membership except they shall not vote and shall not be counted toward quorum calculations. Lifetime Status may be reinstated by attending 2 or more meetings in 2 consecutive years.   Lifetime member can also request to be changed to Lifetime Associate member status.

f)      Junior - A junior Membership may be offered for those individuals 17 years of age and under.  Dues shall be waived.  They cannot vote or hold office and may automatically convert to regular membership upon reaching their 18th birthday.  They will be subject to membership dues on the following 1st of April after reaching their 18th birthday.

g)    Dues-Membership shall not exceed an amount set per year for single membership and an amount set per year per Household membership.  The amount will be set and reviewed by the Board in board meeting during the 4th quarter of each year for the upcoming year.  No member may vote whose dues aren’t paid for the current year.  During the month of December, the Treasurer is to send each member a statement of dues for the ensuing year.

h)    Definition of a member in good standing is one who is in good standing with the American Kennel Club, and the German Shepherd Dog Club of St. Louis, Inc.

Section 2 - Eligibility

a)     To be eligible, a person must be 18 years of age or older (except of junior membership),   in good standing with the American Kennel Club, and must subscribe to the purposes of the Club.  While membership is to be unrestricted as to residence, the Club’s primary purpose is to be representative of the German Shepherd Dog fanciers in its surrounding area.

b)    Any application for membership cannot be considered unless all previous debts to the Club have been paid.

Section 3 - Election to Membership

a)     All applications for Regular Membership must be in writing on the form provided and must be accompanied by dues in advance for the first year or part year.  All dues and application fees shall be reviewed as deemed necessary by the Board of Governors.

b)    All applications for regular membership along with each applicant’s legal signature must be submitted in person to the Recording Secretary at the regular monthly meeting.  The application will be read at 2 meetings and voted on after being read the second time.

c)     The Recording Secretary shall notify each new member of his or her acceptance to membership within ten (10) days of such acceptance.  Each new member shall receive a copy of the Constitution and By-Laws and shall include copies of the Standard of the German Shepherd Dog and the Club’s Breeders Code.

Section 4 - Termination of Membership.  Membership may be terminated:

a)     By resignation.  Any member in good standing may resign from the Club upon written notice to the Secretary.
 
b)    By lapsing.  A membership dues will be considered as lapsed and automatically terminate if such member’s dues remain unpaid after January 14th. However, the Board may grant an additional grace period 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.

c)    By expulsion.  A membership may be terminated by expulsion as provided in Article VII  of these by-laws.

Section 5 - Member in Good Standing.

A member in good standing is one whose dues are not delinquent and is in good standing with the American Kennel Club and or the German Shepherd Dog Club of St. Louis, Inc.

Article III – Meetings and Voting

Section 1 - Club Meetings

a)    Meetings of the Club shall be held in the greater St. Louis, Missouri area at such date, hour and place, as may be designated by the Board of Directors.  Written notice of each such meeting shall be mailed or delivered electronically by the Recording Secretary at least ten days prior to the date of the meeting.  The quorum for such meetings shall be 20 percent of the members in good standing.
Upon approval of the majority of the Board, members may attend meetings remotely by use of electronic, digital or telephonic devices.  Such attendance shall be considered in the same manner as physical attendance for quorum calculations.

b)    The annual meeting of the Club shall be held in the greater St. Louis area at a date and time during the month of January, or other date as fixed by the Board of Governors.

Section 2 - Board Meetings

a)    Meetings of the Board of Governors shall be held at least four (4) times a year in the Greater St. Louis area or electronically at such times and places as may be agreed upon by the Board of Governors

b)    At all meetings of the Board of Governors, a majority of the Governors in office must be present to constitute a quorum.

c)    All votes must be handwritten or verbal.

Section 3 - Special Board Meetings

a)     Special Board meetings may be called by the President or Vice President at any time upon either email or written request signed by at least three members of the Board which a special Board meeting must be called. Notice of such meetings shall be delivered by mail or electronic means by the Corresponding Secretary to each member of the Board and shall state the purpose or purposes of the meeting

b)     Special meetings of the Board must be called by the President or Vice President without undue delay, stating the purpose of the desired meeting and no other business shall be conducted.
c)    Notice of such meeting shall be delivered by mail or electronic means by the Corresponding Secretary to each member of the Board at least ten (10) days prior to the date of the meeting.  The quorum for such a meeting shall be a majority of the Board.

Section 4 - Voting

a)    At all meetings, voting shall be by voice vote of the members present (except all such questions the manner of which is regulated by the By-Laws) provided, however, that any qualified voter may demand a vote by ballot; in which event, it shall be taken immediately.  Proxy voting will not be permitted at any Club meeting or election.

b)    Each member in good standing shall be entitled to one vote on each issue at any meeting of the Club at which he/she is present.

c)    Voting at Annual Election will be by written ballot.  See Article V, Section 4.  No absentee voting will be allowed under any circumstance.

Article IV – Governors and Officers

Section 1 - Board of Governors

a)    The government of this Club shall be vested in a Board of DIRECTORS Governors consisting of six elected Governors, and the President, Vice-President, Recording Secretary, Treasurer, Corresponding Secretary and the immediate Past President who has served his/her full term.  (In the event that a President succeeds himself/herself, there will be no Past President on the Board).

b)    General management of the Club’s affairs shall be entrusted to the Board of Directors.  Funds of the Club shall be withdrawn from the bank or banks with which they are on deposit by the signature of the Treasurer or any other person or persons authorized by the Board of Governors.

c)    Board members must notify the President or the Corresponding Secretary if unable to attend a board meeting.  No officer or Director who has more than two unexcused absences during his or her current term of office shall be eligible for election to a successive term.

d)    The term of each office will be a two-year term.

Section 2 - Duties of Officers

a)    The President, as chief executive officer of the Club, shall preside at all meetings of the Board of Governors and of the members of the Club, and shall perform all other duties customary and incident to the office.  At each Annual meeting of the members, he/she shall present a report of the condition of the Club.

b)    The Vice-President shall be an executive assistant to the President and shall, in the absence or disability of the President, perform all the duties of the President.

c)    The Recording Secretary shall be responsible that notice of all regular and special meetings be given to the membership.  (Notice by the club newspaper shall be considered as notice of regular meetings.)  The Recording Secretary shall keep a permanent record of the minutes of such meetings.   The Recording Secretary will notify all new members of their acceptance within ten days thereof.  The Recording Secretary shall be custodian of all official records of the Club.  The Recording Secretary, by the First of June, shall prepare a complete and up to date roster.  A list of all members in good standing shall be compiled by the Secretary and made available to the membership fifteen minutes prior to the January meeting.  Also at the January meeting, the Recording Secretary will maintain a listing (with consent forms) of all members who have designated their willingness to receive electronic notices in lieu of postal mailings for Club notifications.

d)    The Treasurer shall send notices of dues payable for membership in the first week of the month of November each year, and be responsible for the collection thereof, keep the books of the Club, disburse funds necessary to meet the lawful obligations of the Club and shall report in detail on the financial condition of the Club at the Annual Meeting and at such other times as directed by the Board of Governors.  The Treasurer receives all monies due or belonging to the Club and shall deposit such in a bank designated by the Board in the name of the Club. There must be at least two signers on all club accounts.   A copy of the Treasurer’s report shall be distributed to each member present at the Board of Governors meeting.

e)    The Corresponding Secretary shall handle all external correspondence of the Club.   The Corresponding Secretary will perform such other duties as are usual or customary to the office.

Section 3 - Vacancies

Any vacancies occurring on the Board or among the offices during the year shall be filled until the next annual election by a majority vote of 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 be the Vice President and the resulting vacancy in the office of Vice President shall be filled by the Board.

Article V – The Club Year, Annual Meeting and Elections

Section 1 - Club Year.

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 on a date and time during the month of January at which governors and officers for the ensuing two years shall be elected by secret, written ballot from among those nominated.  Elections will take place after the meeting has been called to order.  Officers and Board of Governors shall take office immediately upon conclusion of the election and each retiring officer shall turn over to his/her successor in office all properties and records relating to the office as soon as possible, not to exceed fifteen days after the election.

Section 3 - Nominations

a)    No person may be a candidate in a Club election who has not accepted nomination or has not reached his/her 18th birthday.  The member must be in good standing.  During the month of September, the Board of Governors shall select a nominating committee consisting of two members and one board member.  The committee shall nominate one candidate (who has voting privileges) for each office and five candidates for the other positions of the Board, and after securing consent of each person so nominated, shall immediately report their nominations to the Recording Secretary in writing or electronically.

b)    Upon receipt of the Nominating Committee’s report, the Recording Secretary shall, on or before November 1st, the membership of the candidates so nominated.

c)    Additional nominations can only be made from the floor at the meeting immediately preceding the annual meeting (in this case November).  The member being nominated must be present to accept.  Only those candidates nominated by either the nominating committee or through the additional nomination process may be considered for office or Board positions.  No person may be a candidate for more than one office.

d)    The secretary shall mail or email the final slate to each member in good standing with voting privileges no less than ten days prior to the election.  The notice shall also state time and place of the election.

Section 4 - Elections

a)    The officers of the Club shall be elected by a majority of votes cast.  Election of the Board of Governors shall be by majority.

b)    Voting for Governors and Officers at Annual Election.  All of Article III Section 4b shall apply and all financial obligations to the Club must be met by December 31st.  Only members in good standing with voting privileges shall receive ballots on the night of the election.

c)    The Board shall select three members who are not candidates for office at the Annual Meeting to receive and count ballots.

Arrticle VI – Committees

Section 1.  The President may each year appoint standing committees to advance the work of the Club in such matters as:  dog shows, obedience trials, trophies, annual awards, membership and other fields which may well be served by committees.  All committees are subject to the final approval of the Board.  Special committees may also be appointed to aid on particular projects.

Section 2.  A committee head appointed by the Board shall make an account of all Club property and submit his/her full report to the Board at the June meeting.

Section 3.  The President upon appointee approval by the board may terminate any committee appointment; and the Board may appoint successors to those persons whose services have been terminated.

Article VII – 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 specifications must be filed in duplicate with the Corresponding Secretary and The President together with a deposit of fifty ($50.00) either a certified check or money order, which shall be forfeited if such charges are not sustained by the Board following a hearing.  If the Board refuses to entertain jurisdiction or if the charges are sustained by the findings of the Board, the deposit will be returned to the member who made said deposit.  The Corresponding Secretary shall promptly send a copy of the charges to each member of the Board or present them at a Board meeting.  Any Board member who is in any way involved on either side of the charge or is unable to make an impersonal evaluation, should inform the Corresponding Secretary or the President immediately and must excuse himself from all deliberations and voting in regard to this particular disciplinary proceeding.

The Board shall first consider whether the actions alleged in the charges, if proven might constitute conduct prejudicial to the best interests of the Club or the breed.  The Board must decide whether or not to entertain jurisdiction at the next regular or special meeting of the Board subsequent to the receipt of the charges by the Corresponding Secretary.  One (1) or more members of the Board may be appointed to obtain additional information regarding the charge before the Board makes its decision.  If the Board considers that the charges do not allege conduct, which would be prejudicial to the best interest of the Club or of the breed, it may refuse to entertain jurisdiction.

If the Board entertains jurisdiction of the charges, it shall fix a date and place of a hearing not less than 3 weeks nor more than 6 weeks after the Board decides to entertain jurisdiction.  The Corresponding Secretary shall promptly send 1 copy of the charges to the accused member by registered mail together with a notice of the hearing and an assurance that the accused member may personally appear in his/her own defense and bring witnesses if he/she  wishes.

The Corresponding Secretary shall at the same time, by registered mail, send notice of the hearing to the complainant along with an assurance that the complainant may personally appear and bring witnesses to attest to the charges.  A copy of By-Laws Article VII - Discipline shall be included in the mailing to both the defendant and the complainant.

If the defendant fails to attend the hearing at the appointed time as directed, the hearing shall proceed without him/her.  However, if the complainant, unless excused by the Board, fails to attend at the appointed time as directed, the charges against the defendant will be dropped and the complainant will forfeit his/her deposit.

No ex-member of the Club who resigned from membership while charges were either in the process of being filed, or having been filed alleging misconduct and/or violations of our By-Laws, or having been found guilty of a charge made against him/her and then having his/her membership lapsed at the end of the first year or having resigned before the end of the fiscal year during which charges were entertained may reapply for membership for a minimum period of three (3) years following the resignation or lapsing.  Upon reapplication to membership, the Board, at its discretion may extend the three (3)  year minimum waiting period commensurate with the severity of the original charges and reapplication may not take place for two (2) years after the last turn-down by the Board.

Section 3 -  Board of Directors Hearing.

The hearing will be conducted either by a quorum of the Board or by a Committee of not less than 3 members of the Board.  The Board of Directors or the Committee have complete authority to decide whether counsel may attend the hearing, but both the complaining member and the accused member shall be treated uniformly in this regard.  If the hearing is conducted by a quorum of the Board, the Board, after hearing all the testimony presented by complainant and defendant, shall decide if the charges are sustained.  If the charges are sustained, the Board will determine the disciplinary action to be taken.

If the hearing is conducted by Committee of Board members, then those members, after hearing all the testimony presented by complainant and defendant, shall decide by a majority vote to recommend to the Board that the charges be sustained.  If they so recommend, then again by a majority vote, the Committee have reached a decision, a summary of its finding and recommendation shall be put in written form and filed with the Corresponding Secretary.  The Corresponding Secretary, in turn, shall immediately notify each of the remaining Board members of the Committee’s findings and recommendations.  The Board may decline to impose any disciplinary action or it can reduce the action; but it cannot increase the disciplinary action recommended by the Committee.  The Board cannot impose any disciplinary action if the Committee has found the accused not guilty.

All decisions by the Board regarding the disciplinary process will be made on a majority vote of a quorum of the Board.

Within 7 days of the Board’s final decision, the Corresponding Secretary shall notify each of the parties of the decision and disciplinary action, if any.  All testimony, discussions and written materials relating to the hearing and charges will be held in strictest confidence.  Any person divulging any information is subject to disciplinary action.

Section 4 -  Expulsion

Expulsion of a member from the Club may be accomplished only at a meeting of the Club immediately following a Board of Governors hearing and upon the Board of Governors recommendation as provided in Section 3 of this Article.  The accused member 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 charge and the findings and recommendations, and shall invite the accused member, if present, to speak in his/her own behalf.  The members present at the meeting shall then vote by secret ballot on the proposed expulsion.  A two-thirds (2/3) vote of those present at the meeting shall be necessary for expulsion.  If expulsion is not so voted any unexpired terms of suspension shall stand.

Article VIII – Amendments

Section 1  – Proposals for Amendments

Amendments to the Constitution and By-Laws may be proposed by the Board of Governors or by written petition addressed to the Corresponding Secretary and signed by twenty ten percent of the membership in good standing.  Amendments proposed by such petition shall be promptly considered by the Board of Governors and must be submitted to the members with recommendations of the Board by the Corresponding Secretary for a vote within three months of the date when the Corresponding Secretary received the petition.
Section 2   – Voting

The notice of the meeting and the proposed amendments shall be sent by the Recording Secretary by first class mail or electronic means to each member in good standing at least two weeks prior to the date of the meeting.  The Constitution and By-Laws may be amended by a 2/3 vote of the members in good standing present any regular or special meeting called for the purpose.

Section 3   – Effective Date

No amendment to the By-Laws that is adopted by the Club shall become effective until after it has been submitted to the American Kennel Club.

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 last meeting by Recording Secretary
Report of President
Report of Corresponding Secretary
Report of Treasurer
Report of Committees
Election officers and Board (at annual meeting)
Election of new members
Brags
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 Recording Secretary
Report of Treasurer
Report of Corresponding Secretary
Reports of committees
Unfinished business
New business
Adjournment

Article X – Dissolution

Section 1

The Club may be dissolved at any time by unanimous written consent of the members in good standing.  In the event of the dissolution of the Club other than for purposes of reorganization, after payment of debts of the Club, its assets shall be given to the University Of Missouri School Of Veterinary Medicine, or if no longer exists to a non-profit organization for the benefit of the German Shepherd Dog selected by the Board of Governors.

Article XI – Parliamentary Authority

At meetings of the membership and of the Board of Governors, the rules contained in “Roberts Rules of Order, Newly Revised,” shall govern parliamentary practice on all matters not covered in these By-Laws.  

The German Shepherd Dog Club of St. Louis, Inc. MO