Bylaws | martc

BYLAWS (Adopted March 19, 2014)

ARTICLE I

Membership

SECTION 1. Eligibility

There shall be 7 types of membership open to all persons who are in good standing with The American Kennel Club and who subscribe to the purposes of this Club. 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. The Mid-Atlantic region shall include the following states; MD, NJ, DE, DC, VA, WV, NY, and PA.

Types of Membership

Regular (individual) – Enjoys all club privileges including the right to vote and hold office (Residing within Mid-Atlantic Region as outlined in these bylaws.)
Regular Household – Two adult members residing in same household, each eligible to vote and hold office (Residing within Mid-Atlantic Region as outlined in these bylaws.)
Associate – Entitled to all club privileges except holding office. For members residing outside of the Mid-Atlantic Region as outlined in these bylaws.
Associate Household- Two adult members residing in same household, each entitled to all club privileges except holding office. For members residing outside of the Mid-Atlantic Region as outlined in these bylaws.
Junior- Open to children under 18 years of age; a non-voting/ non office holding membership which may automatically convert to regular or associate membership at the age of 18.
Honorary Membership, subject to approval of the Board of Directors, may be awarded to those persons who have displayed significant service benefiting the Clubs objectives. An Honorary member's approval is required. An Honorary member pays no dues, has no vote, and has no obligations or responsibilities of a member in good standing of the Club.
Life- For those individuals who have been members for a long period of time (usually 20+ years); Life members pay no dues but are eligible to vote and hold office if they reside within the Mid-Atlantic Region as outlined in these bylaws.

SECTION 2. Dues

Membership dues shall not exceed $50 per year, payable on or before the 1st day of January of each year. No member may vote whose dues are not paid for the current year. A member is considered “in good standing” as long as his/her membership dues have been paid for the ensuing year. During the month of November the Treasurer shall send to each member a statement of dues for the ensuing year. In regards to new members; those who pay dues after October 31st will be approved for membership for the following year and not need to pay again in December. Anyone paying before October 31st will be considered as a member being paid for that entire year and given all information on the clubs business for that year in which they paid; they also are entitled to every right of their membership including voting for new officers. They would be required to renew their dues for the following year by January 1st.

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 the constitution, bylaws, code of ethics, the American Kennel Club’s code of sportsmanship, and the rules of The American Kennel Club. The application shall state the name, address, and occupation of the applicant and it shall carry the endorsement of two members in good standing. Accompanying the application, the prospective member shall submit dues payment for the current year (see section 2 for dues).

All applications are to be filed with the secretary and each application is to be read at the first board meeting of the club following its receipt. Applicants may be elected at any meeting of the Board of Directors or by written vote of the Directors by mail (or e-mail as per Article II Section 5). Affirmative votes of 2/3 of the directors present at a meeting of the Board or 2/3 of the entire Board voting by mail shall be required to elect an applicant. The Secretary shall by written notice notify each applicant of the outcome of the Board of Directors vote within 15 days.

Applicants for membership who have been rejected by the club may not reapply within six months after such rejection.

SECTION 4. Termination of Membership

Memberships may be terminated:

By death or resignation. The death of any member terminates the membership. 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. Obligations other than dues are considered a debt to the club and must be paid in full prior to resignation, and no refund of dues shall be given.

By lapsing. A membership shall be considered as lapsed and automatically terminated if such member's dues remain unpaid after the first day of January. In no case may a person whose dues are unpaid as of the date of any meeting be entitled to vote at that Club meeting, nor may he or she receive any Club information. However, the Board of Directors may grant an additional 60 days of grace in meritorious cases; when a written request has been made by the lapsed member stating the circumstances prior to the date dues are to be paid.

By expulsion. A membership may be terminated by expulsion as provided in Article VI of these bylaws.

ARTICLE II

Meetings and Voting

SECTION 1. Annual Meeting

The Annual Meeting of the Club shall be held on the Saturday before the Montgomery County Terrier Show if possible, at a place, date and hour designated by the Board of Directors. Written notice of the annual meeting shall be sent (see section 5 in regards to conduct of business) by the Secretary to each member at least 30 days prior to the date of the meeting. The quorum for the annual meeting shall be 10% of the members in good standing. If the quorum for the annual meeting is less than 10% of the active members in good standing and a motion is made at the annual meeting on which a vote is taken, the motion shall be sent to the entire active membership for a vote thereon before the action set forth in such motion shall be deemed effective.

SECTION 2. Club Meetings

Meetings of the club shall be held at such hour and place as may be designated by the board of directors, at least quarterly or sooner if the need arises (See section 5 for conduct of business). Written notice of each such meeting shall be sent by the Secretary at least 10 days prior to the date of the meeting. The quorum for such meetings shall be 20 percent of the members in good standing.

SECTION 3. 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 Secretary upon receipt of a petition signed by five members of the club who are in good standing. Such special meetings shall be held 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 sent by the Secretary at least five days and not more than 15 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.

SECTION 4. Board Meetings

The first meeting of the Board shall be held immediately following the annual meeting and election. Other meetings of the Board of Directors shall be held at such times and places as are designated by the President or by a majority vote of the entire Board. Written notice of each such meeting shall be sent by the Secretary to each member of the Board at least 7 days prior to the date of the meeting. The quorum for a Board meeting shall be a majority of the Board voting in person or by mail/electronic correspondence.

SECTION 5. Conduct of Business

The MARTC may conduct any and all of its business in person, by mail, facsimile transmission, and electronic process or by telephone conference call by the President. This includes electronic transmission of signatures via fax or e-mail. The results of balloting by conference call shall be attested to by the Secretary. In the event that the Secretary is unavailable, the President shall appoint an acting secretary for the conference call.

As a condition precedent to the conduct of business through electronic process, the club shall adopt procedures, which shall be set for in the Administrative Procedures Manual, to ensure the following with respect to the conduct of such business:

(a) Every member shall be enabled to participate in the electronic conduct of such business;

(b) The verification of the identity of the participants in such electronic conduct of such business;

(c) The verification that the members eligible to participate in the electronic conduct of such business are receiving all data and information that is disseminated through the electronic process;

(d) That all members have agreed to the conduct of such business through electronic process.

SECTION 6. Voting

Each member in good standing whose dues are paid for the current year is entitled to one vote at any meeting. Proxy voting will not be permitted at any club meeting or election.

ARTICLE III

Directors and Officers

SECTION 1. Board of Directors

The board shall be comprised of the officers and up to 2 other persons, all of whom shall be 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 shall serve until their successors are elected. General management of the club’s affairs shall be entrusted to the board of directors.

SECTION 2. Officers: The Club's Officers shall consist of:

A. President

B. Vice President

C. Secretary

D. Treasurer

1. 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 Constitution and By-Laws.

2. Vice President shall have the duties and exercise the powers of the President in case of the President's death, absence, or incapacity. He/She should also be responsible for Club affairs and membership rosters.

3. Secretary shall make and preserve the records of all meetings of the Club and of the Board and of all votes taken by mail, phone, facsimile or electronic means, and of all matters of which a record shall be ordered by the Club. He/She shall record minutes of Club meetings and the annual meeting or any special meetings and shall assist in the preparation of such records as are necessary for conduct of the Club's business. He/She shall receive applications for Active Membership and prepare a monthly list of applicants and their endorsers for action by the board and notify all new Active Members of their election to active membership. He/She shall coordinate with the Treasurer and transmit all dues from new active members to the Treasurer promptly. He/She will send all correspondences to members in relation to dues and membership. He/She will also follow in accordance with article IV of the bylaws in respect to voting and elections.

4. Treasurer- Shall in formation of this club create and open a bank account in the name of the club as approved by the board in which she/ he shall collect and receive all moneys due or belonging to the Club and deposit into said bank account. The Treasurer's books and Bank statements 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 the Treasurer shall render an account of all moneys received and expended during the previous fiscal year. The Treasurer in conjunction with the secretary shall maintain a roll of members of the Club, along with their addresses.

SECTION 3. One (1) or more persons may be appointed by the Board of Directors to assist the officers listed above in the performance of their duties.

SECTION 4. Vacancies

Any vacancies occurring on the Board or among the officers during the year shall be filled until the next annual election by a majority vote of all the then members of the Board, except the 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.

SECTION 5. Qualification, Election, and Term of Office

Any member, who is a resident within the geographical area in which the club resides and has been a member in good standing for a minimum of one full year (365 days from date of acceptance into the club), may serve as an Officer of the Club. No member in good standing may hold more than one office. Officers shall be elected by the members in accordance with Article IV of these Bylaws, and each officer shall hold office until he or she resigns, removed, is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first.

ARTICLE IV

The Club Year, Annual Meeting, Elections

SECTION 1. Club Year

The club’s fiscal year shall begin on the first day of January and end on the last day of December. The club’s official year shall begin immediately at the conclusion of the election at the annual meeting and shall continue through the election at the next annual meeting.

SECTION 2. Annual Meeting.

The annual meeting shall be held in conjunction with the Montgomery County Kennel Club Terrier Show, at such hour and place as may be designated by the board of directors. The Secretary will send out notification of said event at least 30 days prior. At this meeting officers and directors for the ensuing year shall be elected by secret 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 the successor in office all properties and records relating to that office within 30 days after the election.

SECTION 3. Elections

The nominated candidate receiving the greatest number of votes for each office shall be declared elected.

SECTION 4. Nominations and Ballots

No person may be a candidate in a club election who has not been nominated in accordance with these By-Laws. A Nominating Committee shall be chosen by the Board of Directors by June 1st and notification will be sent to the members. The Committee shall consist of three (3) members and two (2) alternates, all in good standing, no more than one of whom shall be a member of the current Board of Directors. The Board shall name a chairman for the Committee. The geographical location of the members elected onto the nominating committee will be taken into consideration as well to achieve fair representation of the clubs members. The Nominating Committee may conduct its business in accordance to Article II, Section 5.

1. The Nominating Committee shall nominate from the eligible members of the Club, one candidate for each office, and shall procure written acceptance of each nominee so chosen and biographical data of each nominee. The Nominating Committee shall consider geographical representation on the Board to the extent that it is practicable. The Committee shall on or before June 15th, submit its slate of candidates to the Secretary who shall mail the list to each member of the Club on or before July 1st , so that additional nominations may be made by the members if they so desire.

2. Additional nominations of eligible members may be made by written petition on a form that is provided by the board of directors and addressed to the Secretary and received at his/her regular address or electronic address on or before the date August 1st, accompanied by the written acceptance of each such additional nominee signifying his/her willingness to be a candidate. No person shall be a candidate for more than one position and the additional nominations which are provided for herein may be made only from among those members who have not accepted the nomination of the Nominating Committee.

3. If no valid additional nominations are received by the Recording Secretary on or before August 1st, the Nominating Committee's slate shall be declared elected at the time of the Annual Meeting and no ballots shall be required.

4. If one or more valid additional nominations are received by the Secretary on or before August 1st, he/she shall on or before August 15th, mail to each member in good standing a ballot listing all of the nominees for each contested position in alphabetical order, together with a blank envelope and a stamped return envelope addressed to the designated professional service or persons to count ballots marked "Ballot" and bearing the name of the member of whom it was sent.

5. Acceptable ballots shall be counted by a) three (3) inspectors of election who are not members of the MARTC or b) the Board may designate a separate entity to receive and count the ballots.

6. So that the ballots remain secret, each voter, after marking their ballot, shall seal it in the blank envelope, which in turn shall be placed in a second envelope addressed to the designated persons receiving the ballots. The designated professional service or persons shall check the returns against the list of members in good standing prior to opening the outer envelopes and removing the blank envelopes, and shall certify the eligibility of the voters as well as the results of the voting which shall be announced at the annual meeting. Ballots must be received prior to September 20th or before the Date of the Annual Meeting.

7. Nominations cannot be made at the annual meeting or in any manner other than as provided above.

ARTICLE V

Committees

SECTION 1. The board may each year appoint standing committees to advance the work of the club in such matters as dog shows, obedience trials, trophies, 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 appointment 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.

ARTICLE VI

Discipline

SECTION 1. American Kennel Club Suspension

Any member who is suspended from all the privileges of The American Kennel Club automatically shall be suspended from the privileges of this club for a like period.

SECTION 2. Charges

An individual member may prefer charges against another individual member for alleged misconduct pre-judicial to the best interests of the club. Written charges with specifications must be filed in duplicate with the Secretary together with a deposit of $100.00, 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 interests of the club. If the board considers that the charges do not allege conduct which would be pre-judicial 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 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 and the specifications 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 own defense and bring witnesses if he 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 complainant and defendant, the board may by a majority vote of those present reprimand or suspend the defendant from all privileges of the club for not more than six months from the date of the hearing. And, if it deems that punishment insufficient, it may also recommend to the membership that the penalty be expulsion. In such case, the suspension shall not restrict the defendant’s right to appear before his fellow members at the ensuing Club meeting which considers the recommendation of the Board or Committee. Immediately after the Board or Committee has reached a decision, its findings shall be put in written form and filled with the Recording Secretary, in turn, shall notify each of the parties of the decision and penalty, if any.

SECTION 4. Expulsion

Expulsion of a member from the Club may be accomplished only at the annual meeting of the Club following a hearing and upon the recommendation of the Board or Committee as provided in Section 3 of this Article. The Defendant shall have the privilege of appearing in his own behalf though no evidence shall be taken at this meeting. The President shall read the charges and the findings and recommendations, and shall invite the defendant, if present, to speak in his own behalf. The meeting shall then vote by secret written ballot on the proposed expulsion. A 2/3 vote of those present and voting at the annual meeting shall be necessary for expulsion. If expulsion is not so voted the suspension shall stand.

ARTICLE VII

Amendments

SECTION 1.

Amendments to the constitution and bylaws may be proposed by the board of directors or by written petition addressed to the Secretary signed by 20 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 Secretary for a vote within three months of the date when the petition was received by the Secretary.

SECTION 2.

The constitution and bylaws may be amended by a 2⁄3 secret vote of the members present and voting at any regular or special meeting called for the 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.

SECTION 3.

No amendment to the Constitution and By-Laws or to the Standard for the breed that is adopted by the Club shall be effective until it has been approved by the Board of Directors of the American Kennel Club.

Notwithstanding the above, the Board of Directors shall be empowered to appoint a Coder Reviser who shall have the authority to correct any misspellings, punctuation, clerical and other grammatical errors in this Constitution and By-Laws that do not affect the substance of this Constitution and By-Laws without the necessity of submitting such corrections through the amendment process.

ARTICLE VIII

Dissolution

SECTION 1. The club may be dissolved at any time by the written consent of not less than 2⁄3 of the members in good standing. 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 nor any proceeds thereof nor any assets of the club shall be distributed to any members of the club, but after payment of the debts of the club its property and assets shall be given to a charitable organization for the benefit of dogs selected by the board of directors.

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

Report of President

Report of Vice 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 majority vote of those present, shall be as follows:

Reading of minutes of last meeting

Report of Secretary

Report of Treasurer

Reports of committees

Unfinished business

New business

Adjournment

ARTICLE X

Parliamentary Authority

SECTION 1. 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.

ADOPTED March 19, 2014