CONSTITUTION

Last Updated:
6/7/2008

CONSTITUTION

SECTION 1. The name of the Club shall be the UPLAND WELSH SPRINGER SPANIEL CLUB.

SECTION 2. The objects of the Club shall be:

(a) to encourage and promote responsible ownership of pure-bred Welsh Springer Spaniels and to assist owners in this regard by providing opportunities for education and interaction;
(b) to encourage and promote quality in the breeding of pure-bred Welsh Springer Spaniels and to do all possible to bring their natural qualities to perfection;
(c) to urge 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 Welsh Springer Spaniels shall be judged;
(d) to do all in its power to protect and advance the interest of the breed by encouraging sportsmanlike competition at dog shows, obedience trials, and hunting tests;
(e) to conduct matches, educational events, supported entries, regional and national specialties and other gatherings of local Welsh Springer Spaniel fancier and to promote the entry of Welsh Springer Spaniels at sanctioned and licensed specialty shows, obedience trials, and hunting tests under the rules of The American Kennel Club.

SECTION 3. 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 inure to the benefit of any member or individual.

SECTION4. The members of the Club shall adopt and may from time to time revise such bylaws as may be required to carry out these objects.

BY-LAW

ARTICLE l

Membership
SECTION 1. Eligibility. There shall be one type of voting membership open to all persons eighteen years of age and older who is in good standing with The American Kennel Club and who subscribes to the purpose of this club. Voting membership is restricted to residents of the following states: Michigan, Western Penn., Ohio, West Virginia, and Indiana since the clubs primary purpose is to be representative of the breeders and exhibitors in its immediate area.

SECTION 2. Dues. Membership dues shall be $10.00 per year, payable on or before the 1st day of August of each year. Family memberships are also $10.00 per year, but each person who is to be a voting member must be listed on the family’s application form. No member may vote whose dues are not paid for the current year. During the month of June the Treasurer shall send to each member a statement of his dues for the ensuing year.

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 these constitution and by-laws and rules of The American Kennel Club. The applicant shall state the name, address, and occupation of the applicant and it shall carry the endorsement of one member. Accompanying the application, the prospective member shall submit dues payment for the current year.

All applications are to be filed with the Secretary and each applicant is to be voted upon at the next meeting of the Board. Affirmative votes of three-fourths of the Board 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 re-apply within six months after such rejection.

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; 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 the fiscal year.

(b) by lapsing. A membership will be considered as lapsed and automatically terminated if such member’s dues remain unpaid ninety days after the first day of the fiscal year; however, the Board may grant an additional ninety days grace to such delinquent members in meritorious cases. In no case may a person be entitled to vote at any meeting.

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

ARTICLE ll

Meetings and Voting

SECTION 1. Club Meeting. Meeting of the Club shall be held within the greater Michigan, Western Penn., West Virginia and Ohio. Meetings shall be held three times per year. Determinations as to meeting sites, dates, and times will be made by the Board of Directors. Written notice of each such meeting shall be mailed by the Secretary at least ten days prior to the date of the meeting. The quorum for such meetings shall be ten percent of the members in good standing.

SECTION 2. Special Club Meeting. 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 Secretary upon receipt of a petition signed by five members of the Club who are in good standing. Such meetings shall be held within the area described in Section 1 of this Article, at such place, date, and hour as may be designated by the person or persons authorized herein to call such meetings. Written notice of such a meeting shall be mailed by the Secretary at least five days and not more than fifteen days prior to the date of the meeting, and said notice shall state the purpose of the meeting, and no other Club business may be transacted thereat. The quorum for such a meeting shall be ten percent of the members in good standing.

SECTION 3. Board Meeting. Special meetings of the Board may be called by the President and shall be called by the Secretary upon receipt of a written request signed by at least three members of the Board. Such special meetings shall be held in the area described in Section 1 of this Article, at such place, date, and hour as may be designated by the person authorized herein to call such a meeting. Written notice of such meeting shall be mailed by the Secretary at least three days and not more than five 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.

SECTION 5. Voting. Each member in good standing whose dues are paid for the current year shall be entitled to one vote at any meeting of the Club at which he is present or in any election conducted by mail. 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 President, Vice-President, Secretary, Treasurer and five directors all of whom shall be members in good standing. The officers and the directors shall be elected to one year terms at the Club’s annual meeting as provided in Article IV. 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, Secretary and Treasurer shall serve in their respective capacities both with regard to the Club and its meeting 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 by-laws.

(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 Secretary shall keep a record of all meetings of the Club and of the Board and of all matters of which a record shall be ordered by the Club. He/she shall have charge of the regular correspondence, the membership, notify officers and directors of their election to office, and keep a roll of the members of the Club with their addresses. He/she shall also respond to all inquiries for information on the Club, on membership and on the Welsh Springer Spaniels. All correspondence to the Club, including membership applications, should be addressed to the Secretary. He/she shall also handle all non-regular correspondent of the Club and carry out such other duties as are prescribed by the Board and by these by-laws.

(d) 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. His/her books shall at all times be open to 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 he/she shall render an account of all monies received and expended during the previous fiscal year.

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 all the then members of the Board, at its first regular meeting following the creation of such vacancy, or at the 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 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 August and end on the thirtieth day of July. 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 no later than August 31, before which Officers and Directors for the ensuing year shall be elected by mail during the month of June, be secret, written ballot from among those nominated in accordance with Section IV of this Article. They shall take office on the first of July and each retiring officer shall turn over to his/her successor in office all properties and record relating to that office within thirty days after the election.

SECTION 3. Elections. The nominated candidate receiving the greatest number of votes for each office shall be declared elected. The five nominated candidates for other positions on the Board 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. During the month of August, the Board shall select a Nominating Committee consisting of three members and two alternatives, no more than one of whom may be a member of the Board. The Secretary shall immediately notify the committee members and alternates of their selection. The Board shall name a Chair person of the Committee and it shall be his/her duty to call a committee meeting which shall be held on or before May 1.

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

(b) Upon receipt of the Nominating committee’s report, the Secretary shall before May 15 notify each member in writing of the candidates so nominated.

(c) Additional nominations may be made at the meeting prior to the election, by any 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, his/her proposer shall present to the Secretary a written statement from the proposed candidate signifying his/her willingness to be a candidate. No person may be a candidate for more than one position.

(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 may each year appoint standing committees to advance the work of the Club in such matters as specialty shows, obedience trials, hunting tests, annual prizes, membership and other fields 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 aid it on particular projects.

SECTION 2. Any committee appointed may be terminated by a majority vote of the full membership of the Board upon written notice to the appointee; and the Board may appoint successors to those persons whose services have been terminated.

ARTICLE VI

Discipline

SECTION 1. American Kennel Club Supervision. Any member who is suspended from the privileges of The American Kennel Club automatically shall be suspended from the privilege of this Club for a like period.

SECTION 2. Charges. Any member may press charges against a member for alleged misconduct prejudicial to the best interest of the Club or the breed. Written charges with specifications must be filed in duplicate with the Secretary together with a deposit of $10 which shall be forfeited if such charges are not sustained by the Board following a hearing. The 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 conduct 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 interest to the Club it may refuse to entertain jurisdiction. If the Board entertains jurisdiction of the charges it shall fix a date for a hearing by 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 registered mail together with a notice of the hearing and an assurance that the defendant may personally appear in his or her own defense and bring witnesses if he or she wishes.

SECTION 3. Board Hearings. The Board shall have complete authority to decide whether counsel may attend the hearing, but both complainant and defendant shall be treated uniformly in this regard. Should charges be sustained, after hearing all the evidence and testimony presented by complainant and defendant, the Board may by majority vote of those present suspend the defendant from all the privileges of the Club for not more than six months from the date of the hearing. And, if it deems that the punishment is 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 members at the ensuing Club meeting which considers the Board’s recommendation. Immediately after the Board has reached a decision, its findings shall be put into written form and filed with the Secretary. The 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 three of this Article. Such proceedings may occur at a regular of special meeting of the Club to be held within sixty days but not earlier than thirty days after the date of the Board’s recommendation or 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 Board’s findings and recommendations, and shall invite the defendant, if present, to speak in his or her own behalf if he or she wishes. The members at the meeting shall then vote by secret written ballot on the proposed expulsion. A two-thirds vote of those present and voting at the meeting shall be necessary for expulsion. If expulsion is not voted, the Board’s suspension shall stand.

ARTICLE VII

Amendments

SECTION 1. Amendments to the constitution and by-laws may be proposed by the Board of Directors or by written petition addressed to the Secretary and signed by twenty 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 the recommendation 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 by-laws may be amended by a two-thirds vote of the members present and voting at any regular or special meeting called for this purpose, provided the proposed amendments have been included in the notice of the meeting and mailed to each member at least two weeks prior to the date of the meeting.

ARTICLE VIII

Dissolution

SECTION 1. Dissolution. The Club may be dissolved at any time by the written consent of not less that two-thirds 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, or any proceeds thereof, or any assets of the Club, shall be distributed to any members of the Club. 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 the 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

Report of President

Report of Secretary

Report of Treasurer

Reports of Committees

Election of Officers and Board (at 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 a majority vote of those present, shall be as follows: