BYLAWS OF THE DALMATIAN CLUB OF AMERICA, INC.
The purposes for which this club has been formed are: to promote and advance the quality of
breeding, care, training and exhibition of, and the collection and the dissemination of information concerning
Dalmatian dogs; to define and publish a Standard for Dalmatians; to encourage and hold dog shows, exhibitions
and matches; to promote and engage in research in breeding, care, exhibition and standards of Dalmatians; and
in general to have and to exercise the corporate powers vested in the Club by the Certificate of Incorporation
and the laws of the State of New York.
ARTICLE I
CORPORATE PROPERTY
Section 1.1. PROPERTY. All property received by the Corporation, by gift, bequest, devise or otherwise,
shall be devoted exclusively to the furthering of the purpose of the Corporation as expressed in its Certificate
of Incorporation.
Section 1.2. HEADQUARTERS. The headquarters of the Club shall be the residence address of the Secretary
where the books, records and property of the Club shall be kept.
Section 1.3. SEAL. The Corporate seal of the Club shall be in such form as may from time to time be adopted
by the Board of Governors.
Section 1.4. DISSOLUTION. On dissolution, all property in the Corporation, from whatever source arising, shall
be distributed in such a manner as the Governors of the Corporation may determine; provided, however, that such a
disposition shall be calculated to carry out the objects and purposes set forth in the Certificate of Incorporation.
ARTICLE II
MEMBERSHIP
Section 2.1. ELIGIBILITY. Any person over the age of eighteen (18) years, in good standing with the American
Kennel Club, who, at the time of application for membership is an owner or part owner of a Dalmatian, may apply
for membership in the club. Any person between the ages of ten (10) years and eighteen (18) years, in good
standing with the American Kennel Club, who, at the time of application for membership is an owner or part
owner of a Dalmatian, may apply for a non-voting junior membership in the Club.
Section 2.2. ELECTION TO MEMBERSHIP. Every application for membership shall be made in writing on the Club’s
official application form as approved by the Board of Governors; shall be endorsed by two members in good
standing and whose dues are paid; shall be accompanied by dues payment for the current year and the initiation
fee; and shall be forwarded to the Secretary who shall, after ascertaining that the application form has been
properly prepared and after making such inquiry regarding the applicant as he shall deem adequate, report thereon
to the Board of Governors, who shall consider and take action on the application with reasonable diligence.
Election to membership shall be made by a two-thirds vote of the entire Board of Governors cast either by mail
or at a meeting of the Board. No member of the Club may endorse more than four applicants for membership in any
one calendar year.
An application that has received a negative vote by the Board may be presented by one of the applicant’s
endorsers at the next annual meeting of the Club, and the Club may elect such applicant by favorable vote of
seventy-five percent of members present.
Section 2.3. TERMINATION OR SUSPENSION OF MEMBERSHIP. Membership in the Club may be terminated or suspended:
- BY RESIGNATION. Any member in good standing may resign by giving written notice of such intention to the
Secretary. Such resignation shall be presented to the Board of Governors at their next meeting following its
receipt, but the acceptance of such resignation shall not be required to make it effective.
- b. BY LAPSING. If a member’s dues remain unpaid thirty days after the first of the fiscal year, a
notice shall be mailed to him by ordinary mail, stating that his failure to remit the balance due within ten
days from the date of the letter shall result in an automatic termination of his membership and if payment is
not then received within the time specified, the membership will be considered to have lapsed as of July 1.
However, the Board of Governors may grant an additional ninety days of grace to delinquent members in meritorious
cases. In no event may a person whose dues are unpaid be entitled to vote.
- c. BY DISCIPLINARY ACTION. See Article IX.
ARTICLE III
DUES
Section 3.1. DUES. The annual dues for members shall be determined by the Board of Governors each year, in
time for a statement of dues which shall be sent by the Treasurer on or before May 1, and be payable on the
first day of July of each year; provided, however, that the dues may not exceed fifty dollars. Members elected
after the first day of March in any year shall pay one-half the annual dues as dues for the balance of the year.
Section 3.2. INITIATION FEE. New members shall pay an initiation fee determined by the Board of Governors;
provided, however, that the initiation fee may not exceed twenty-five dollars.
Section 3.3. FISCAL YEAR. The Club’s fiscal year shall be the calendar year.
ARTICLE IV
MEETINGS
Section 4.1. ANNUAL MEETING. The Annual Meeting of the Club shall be held in conjunction with the Annual
Specialty Show of the Club each year, at a date, place and hour selected by the Board of Governors.
Section 4.2. SPECIAL MEETINGS. Special meetings may be called at any time by the President, with approval
of the Board of Governors. Special meetings shall be called by the Secretary either upon the request of a
majority of the entire Board of Governors or upon the written request of 10 percent of the members in the Club
in good standing whose dues are paid.
Section 4.3. TIME AND PLACE OF MEETING. The time, date and place of any meetings of the membership shall be
determined by the President, with approval of the Board of Governors, except as otherwise provided in these
By-Laws.
Section 4.4. NOTICE OF MEETING. Notice of annual and special meetings of members shall, at least 20 days and
not more than 50 days before the day on which the meeting is to be held, be given to each member by delivering
a written or printed notice thereof to him personally or by mailing such notice, postage prepaid, addressed to
him at his post office address registered with the Corporation.
Notices of all meetings shall set forth the place, time and purpose of the meeting. No business shall be
transacted at special meetings other than specified in the call of the meeting. This restriction does not
apply to annual meetings.
Section 4.5. QUORUM AND MANNER OF ACTING. At all meetings of members the presence in person of one-tenth
(1/10) of the total number of persons entitled to vote there-at shall constitute a quorum for the transaction
of any business; and, except as otherwise required by statute or by the By-Laws, the act of a majority of the
members present at any such meeting at which a quorum is present shall be the act of the members; but in the
absence of a quorum, a majority of the members present may adjourn the meeting. If such meeting votes for a
later adjourned meeting, notice shall be sent to all members in good standing, at least 20 days and not more
than 50 days before the day on which the meeting is to be held. Notice shall be given to each member by
delivering a printed notice thereof to him personally or by mailing such notice, postage prepaid, addressed to
him at his post office address as registered with the Corporation.
Section 4.6. VOTING. Each member in good standing and whose dues are paid shall be entitled to one vote to
be cast in person at meetings of the membership. Voting by proxy shall not be permitted.
Section 4.7. MAIL VOTING. The Board of Governors may submit specific questions for the vote of the members
by written ballot cast by mail. Except as otherwise specifically provided by these By-Laws, a question shall be
submitted for mail voting after it has been published in the Club publication or sent to the entire membership
or otherwise disseminated to the entire membership at least thirty days prior to such submission. The
publication requirement would refer to Amendments to the Constitution or By-Laws, Ethics or Breed Standard.
ARTICLE V
BOARD OF GOVERNORS
Section 5.1. NUMBER AND TERM OF OFFICE. The number of Governors shall be nine and the Board shall be divided
into three classes, to consist of three Governors in each class, one class to be elected each year. Governors
in each class shall be elected for a term of three years and until their successors shall have been duly
elected and qualified. The immediate Past-President shall automatically be an honorary member of the Board of
Governors for one year with the privilege of attending and participating in all business of the Board, but
without a vote if his term of office on the Board of Governors has expired.
Section 5.2. ELIGIBILITY. All members in good standing and whose dues are paid shall be eligible for
election on the Board of Governors, except that no Governor who shall have served two successive three-year
terms shall be eligible for re-election, or for appointment to fill a vacancy. After an interval of one year
following the expiration of the second successive term, the former Governor, if otherwise eligible, shall be
eligible for election to the Board as though he had not previously served.
Section 5.3. ELECTION. All elections of Governors shall be by written ballot prepared by the Nominating
Committee. In the first week in January in each year, the Secretary shall mail a ballot to each member in good
standing, together with a signature envelope and a return envelope addressed to an independent teller of
election designated by the Board of Governors. No member of the Club or immediate relative of a member may act
as a teller of election. The ballot and the signature envelope, after being marked and signed respectively by
the voting member, shall be sealed in such return envelope and mailed to the designated teller of election.
Ballots, to be counted, must arrive at the teller of election by the end of January of that year. The teller of
the election shall open the envelopes and check the signature envelope against the Secretary’s official list of
members in good standing and whose dues are paid to determine whether the ballot shall be counted. Upon
completion of the count, the teller shall render a written report to the Secretary, shall destroy the signature
envelopes, and shall turn over to the Secretary the marked ballots. The report, which shall give the number of
members voting and the votes cast for each candidate, and the ballots shall be retained for one year by the
Secretary and then destroyed. The Secretary shall, within five days after receiving the teller’s report of
election results, notify by telephone each candidate of such results. In addition, the Secretary shall mail the
election results to the Editor of the Spotter and the Dalmatian columnist of the AKC Gazette, who shall
publish such results in the next issue. Upon a written request made to the Board of Governors by a member in
good standing and whose dues are paid, the Secretary shall allow access to the ballots for verification purposes.
At any election of Governors, the persons receiving the greatest number of votes shall be elected. In the event
of a tie vote, each of the other members of the newly- constituted Board, including the President, will within
four days of notification by the Secretary of the election results, submit in writing to the President his
choice of candidates to break the tie. The President will immediately notify the concerned candidates of the
voting results. The written response of each Board member will be turned over to the Secretary and filed with
the election ballots.
Section 5.4. GENERAL POWERS. All Corporate power shall be vested in and exercised by the Board of Governors
of the Club, except as otherwise provided by law or by the Certificate of Incorporation or by the By-Laws.
Section 5.5. MEETINGS. The first meeting of the Board of Governors shall be held after the annual election,
but in the first quarter of the calendar year. The Board shall thereafter meet from time to time at the call of
the President, holding at least three meetings per year, spaced as far apart as practical to facilitate Board
business. If a fourth meeting is necessary, it may be held either in person or by conference call. Meetings may
also be called by the Secretary at the written request of three members of the Board. Meetings of the Board of
Governors or of any committee thereof may be held either within or without the State of New York. The Board of
Governors may conduct its business by mail through the Secretary and by conference call, provided a quorum
takes part. Conference calls must be confined to a limited agenda or emergency decision, and ratified in
writing by members of the Board.
Section 5.6. NOTICE. Notice of any meeting shall be mailed to each Governor, addressed to him at his
residence or usual place of business not later than fourteen days before the day upon which the meeting is to
be held, or shall be sent to him at such a place by telegraph or be delivered personally or by telephone, not
later than eight days before the day on which the meeting is to be held. Any meeting of the Board of Governors
shall be a legal meeting without any notice thereof having been given if all the Governors shall be present
thereat.
Section 5.7. QUORUM AND MANNER OF ACTING. Five (5) of the Governors shall constitute a quorum for the
transaction of business; and, except as otherwise required by statute or by the By-Laws, the act of a majority
of the Governors present at any such meeting at which a quorum is present shall be the act of the Board of
Governors. In the absence of a quorum a majority of the Governors may adjourn the meeting from time to time
until a quorum is present. No notice of any adjourned meeting need be given.
Section 5.8 RESIGNATION. Any Governor may resign at any time, either by oral tender or resignation at any
meeting of the Board, or by giving written notice thereof to the Secretary of the Club. Such resignation shall
take effect at the time specified therefore; and, unless otherwise specified with respect thereto, the acceptance
of such resignation shall not be necessary to make it effective.
Section 5.9. REMOVAL OF GOVERNORS. Any Governor may be removed at any time by a vote of two-thirds of the
members present at a special meeting of the membership called for that purpose.
Section 5.10. FILLING OF VACANCIES. In the case of any vacancy caused by the death or resignation or removal,
the vacancy may be filled by the Board of Governors by a vote of the majority of the Governors then in office.
Alternatively, the Board may designate that the vacancy be filled at the time of annual election by vote of the
membership in accordance with the provisions of Section 5.3 and Section 7.1. In either case, a particular
vacancy shall not be permitted for longer than six months.
ARTICLE VI
OFFICES: POWERS AND DUTIES
Section 6.1. OFFICERS. The officers of this Club shall be a President, Vice-President, Secretary and
Treasurer. The duties of Secretary may be divided between a Recorder and the Secretary at the discretion of
the Board of Governors. In addition to the especially enumerated duties and powers, the several elected
officers of the Club shall perform such other duties and exercise such other powers are as implied by their
respective titles and as may be provided by the By-Laws or as the Board of Governors may from time to time
determine.
- The President shall be the chief executive officer of the Club and shall have general and
active control of its business and affairs. He shall preside, when present, at all meetings of the members and
of the Board of Governors. He shall execute all instruments and documents on behalf of the Club. He shall
appoint all committees, with approval of the Board of Governors, unless otherwise provided in these By-Laws or
unless the membership vote in requesting the appointment of a committee shall set forth specifically the manner
of its selection.
- The Vice-President shall perform the duties of the President in the absence or incapacity of the
President or when the office of the President becomes vacant, and shall assist the President in the
performance of his duties.
- The Secretary shall attend to the giving of notice of all meetings of members and of the Board of
Governors. He shall have charge of the Corporate seal and have authority to attest any and all instruments and
writings to which the same may be affixed. He shall have charge of the correspondence of the Club, notify new
members of their election to membership, and notify officers and Governors of their election to office. He
shall take the roll at Board meetings and keep attendance records; keep an updated list of the members of the
Club, with pertinent date; and furnish the membership with a membership roster at least annually. He shall
keep a running history of the Club, maintain any scrapbooks, keep a file of printed material and perform other
duties as prescribed by the By-Laws and by the Board of Governors.
- The Treasurer shall have the care and custody of all money, funds and securities of the Club and shall
deposit or cause to be deposited all funds of the Club in and with such depositories as the Board of Governors
shall from time to time direct. The Treasurer shall be bonded for an amount sufficient to cover the annual
dues paid to the Club or such other amounts as the Board of Governors shall direct. The Treasurer shall employ
a certified public accountant, approved by the Board of Governors, to review all books of original entry
maintained by the Treasurer, and shall prepare, in accordance with generally accepted accounting principles, a
compilation report and financial statements. This review shall be presented to the Annual Meeting by the
Treasurer. He shall keep all books of account relating to the business of the Club, shall keep a record of
members whose dues are paid, shall mail bills for annual dues, shall pay all bills and shall render a statement
of the Club’s financial condition whenever required to do so by the Board of Governors or the President. The
Treasurer shall file a Federal Tax Return annually.
- Section 6.2. DELEGATE. The Club shall have a Delegate to the American Kennel Club, Inc. Such Delegate
shall be elected by majority vote of the Board of Governors at its first meeting following the election of
Governors each year. The Delegate shall hold office for a term of one (1) year, and until his successor shall
have been duly elected and qualified. He shall be expected to attend the delegates’ meetings, and at each
meeting of the membership shall inform the Club as to the proceedings of the American Kennel Club, Inc. A
Delegate need not be a member of the Board of Governors, and if he is not a member of the Board of Governors,
he shall be invited to attend meetings of the Board without vote.
- Section 6.3. ELECTION AND TERM OF OFFICE. Except as otherwise provided in these By- Laws, and subject to
the provisions of Section 6.4 of this Article VI, the Board of Governors at its first meeting following the
election of Governors each year shall elect the officers of the Club specified in Section 6.1. The President
and Vice President shall be selected from among the Governors. The other officers shall be elected, at the
discretion of the Governors, from among the Governors or from the general membership of the Club. Each officer
shall hold office for a term of one (1) year, and until such officer’s successor shall be duly elected and
qualified. Officers who are not members of the Board of Governors may be invited to attend meeting of the Board
without vote.
Section 6.4. REMOVAL OF ELECTED OFFICERS. Any elected officer may be removed from that elected office at any
time by the Board of Governors, by a vote of two-thirds (2/3) of the Governors then in office. Such action
shall not affect his incumbency on the Board.
Section 6.5. VACANCIES. If any vacancy shall occur in any office for any reason, the Board of Governors may
elect or appoint a successor to fill such vacancy for the remainder of the term.
ARTICLE VII
COMMITTEES
Section 7. 1. NOMINATING COMMITTEE. The Nominating Committee, composed of a Chairman and two other members,
all of whom shall be members in good standing, shall not be Governors, and each of whom shall reside in
different areas of the United States, shall be appointed by the Board of Governors at least ninety (90) days
before the end of each calendar year to nominate candidates for the Board of Governors. The Committee shall
nominate at least the number of members as candidates as there will be vacancies to be filled and secure their
written acceptances signifying their willingness to be candidates and, at least sixty (60) days before the end
of the calendar year, shall report the nominations to the Secretary, who shall promptly notify each member of
the Club of the Committee’s nominations and the name and address of the Chairman of the Committee. A member who
has not been nominated by the Committee may be nominated in writing by fifteen members (other than the nominee),
such nominations to be received by the Chairman of the Committee not less than thirty (30) days before the end
of the calendar year. The Committee shall then prepare an official ballot indicating thereon the candidates
nominated by the Committee and the additional candidates nominated by the membership, if any, all in
alphabetical order with the residence of each candidate provided and such other pertinent data as may be
required or permitted by the Board of Governors and shall deliver the official ballot to the Secretary at
least twenty days before the end of the calendar year. A member shall not be eligible for election to the Board
of Governors unless nominated as provided in this Section.
Section 7.2. SPECIAL COMMITTEES. The Board of Governors, or the President with approval of the Board of
Governors, may from time to time appoint committees to advance the work of the Club in such matters as dog
shows, field trials, obedience trials, trophies, annual ,prizes, membership and for any other purpose which
may well be served by committees and, by a vote of majority of the whole Board of Governors, such powers as the
Board may deem expedient may be delegated to any such committee or to any officer or officers with the power
to subdelegate such powers, if by the Board deemed desirable. Such committees shall always be subject to the
final authority of the Board. Unless otherwise provided at the time of the formation of the committee, the
terms of the committee members shall be for one year and until their successors are appointed. Any committee
appointment may be terminated, however, by a vote of the majority of the whole Board upon written notice to
the appointee, and the Board may appoint successors to those persons whose service has been terminated. Any
Special Committee, regardless of how appointed, shall have a Chairman, who shall be designated by the
President, with approval of the Board of Governors.
ARTICLE VIII
ANNUAL REPORT
Section 8.1. REPORT OF GOVERNORS. At each meeting of the Club, a report shall be presented in such form and
with such contents that shall be required by Section 519 of the Not-For-Profit Corporation Law of the State of
New York or by any other applicable statute, and with such other contents as may be deemed advisable by the
Board of Governors, which report shall be prepared by the Treasurer of the Corporation.
ARTICLE IX
DISCIPLINE
Section 9.1. SUSPENSION BY AKC. 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 9.2. SUSPENSION BY CLUB. Any member may prefer charges against a member for alleged misconduct
prejudicial to the best interests 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 deposit shall be forfeited if such
charges are not sustained by the Board or committee 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 interests of the Club or the Breed. If the Board considers that the charges do not allege conduct which
would be prejudicial to the best interests 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 for a hearing by the Board or a
committee of not less than three members of the Board, not less than three weeks nor more than six weeks
thereafter. The Secretary shall then promptly send one copy of the charges to the accused member by registered
mail together with a notice of hearing and advice that the member may personally appear in his own defense and
bring witnesses if he wishes. The Secretary shall at the same time notify complainant of the hearing and invite
the complainant to appear personally and present his evidence sustaining the allegations. The Board or
committee shall have complete authority to decide whether counsel may attend the hearing, but both complainant
and the accused member shall be treated uniformly in that regard. Should the charges against the accused member
be sustained after hearing all the evidence and testimony presented at the hearing, the Board or committee may,
by a majority vote of those present, suspend the member from all the privileges of the Club for not more than
six months from the date of the hearing or until the next annual meeting if that will occur after six months.
If the Board or committee deems that suspension insufficient, it may also recommend to the membership of the
club that the accused member be expelled. Immediately after the Board or committee has reached a decision, its
findings shall be put in written form and filed with the Secretary, who shall then notify each of the parties
of the decision.
Section 9.3. EXPULSION. Expulsion of a member from the Club may be accomplished only at the Annual Meeting
of the Club following the hearing upon the recommendation of the Board or committee as set forth in the
preceding Section 9.2. The accused member shall have the privilege of appearing in his own behalf, though no
evidence shall be taken at the meeting. The President or presiding officer shall then invite the accused member,
if present, to speak in his own behalf. 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 so voted, the suspension shall stand.
ARTICLE X
AMENDMENTS
Section 10.1. AMENDMENTS. The By-Laws of the Club may be altered or repealed in any particular, and new By-Laws
not inconsistent with any provision of the Certificate of Incorporation or any provision of law may be adopted.
Amendments to the By-Laws or Standard for the Breed must be proposed by the Board of Governors or by written petition
addressed to the Secretary signed by twenty percent of the membership. A copy of any proposed amendment in its
entirety must be mailed by the Secretary to each member in good standing and whose dues are paid, accompanied by
a ballot on which he may indicate his choice for or against the proposal. The notice shall specify a date of
not less than sixty days after the mailing by which the ballots must be returned to the Teller approved by the
Board of Governors to be counted. Amendments proposed by petition shall be submitted to the membership, with
recommendations of the Board, by the Secretary for a vote within three months of the date when the petition
was received by the Secretary. The favorable vote of two-thirds (2/3) of the members in good standing who return
valid ballots within the time limit, shall be required to effect any such amendment, or Breed Standard changes.
Any amendment to these By-Laws adopted by the Club shall become effective only upon its approval by the
American Kennel Club, Inc.
ARTICLE XI
PARLIAMENTARY PROCEDURE
The Rules of Parliamentary Procedure, contained in “Robert’s Rules of Order, Newly Revised”, shall be the
authority governing all meetings of the Club and of the Board of Governors, subject always to the existing law
and these By-Laws.
The following standard order of business shall be followed after the call to order:
Roll Call
Minutes of the Last Meeting
President’s Report
Secretary’s Report
Treasurer’s Report
Standing Committee Reports
Special Committee Reports
Unfinished Business
New Business
Miscellaneous Matters (Announcements, Requests, etc.)
Adjournment
Corrected through March 5, 2004
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