Basset Fauve de Bretagne Club of America

BASSET FAUVE de BRETAGNE CONSTITUTION

These Bylaws are subject to and governed by the State of Colorado 501c4 Laws and the Articles of Incorporation of the Basset Fauve de Bretagne Club of America.

In the event of a direct conflict between the provisions of these bylaws and the mandatory provisions of the Colorado State 501c4 regulations, Colorado Law and the Colorado State 501c4 Act will be controlling.

ARTICLE 1

Name and Objects

SECTION 1.  The name of the club shall be the Basset Fauve de Bretagne Club of America (the Club).

SECTION 2.  The objects of the club shall be to:

1. encourage and promote quality in the breeding of pure-bred Basset Fauve de Bretagnes and to do all possible to bring their natural qualities to perfection.
2. encourage the organization of independent local specialty clubs in those localities where there are sufficient fanciers of the breed to meet the requirements of The American Kennel Club.
3. 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 Basset Fauve de Bretagnes shall be judged.
4. do all in its power to protect and advance the interests of the breed and to encourage sportsman-like competition at all events held under AKC Rules and Regulations.
5. conduct sanctioned matches and license events for which the club is eligible under the Rules and Regulations of The American Kennel Club.
6. to do all possible to maintain and improve the health of the breed.
7. to provide education appropriate to the interests and needs of owners, breeders, judges, potential owners and others with an interest in the breed.
8. to advocate honesty and integrity in all matters concerning Basset Fauves de Bretagnes.

SECTION 3.  The Club is operated as a not-for-profit. No part of the net earnings of the Club shall inure to the benefit of, or be distributable to its members, officers, directors, or other private persons, except that the Board of Directors shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions on furtherance of the purposes set for in Article 1 of the Constitution.

SECTION 4. The members of the Club shall adopt and may from time-to-time revise such bylaws as may be required to carry out these objectives.

BASSET FAUVE de BRETAGNE BYLAWS

ARTICLE I

Membership

SECTION 1.  Eligibility.  There shall be two types of membership with eight category options open to all persons who are in good standing with the American Kennel Club and who subscribe to the purposes of the club. 

1. Full Individual Membership for adults 18 and older.  Enjoys all Club privileges including voting, holding office, committee chairs and the ability to determine in a quorum

1. Full Individual Membership – for an adult 18 and older
2. Full Family Membership for two (2) adult members residing in the same household.
3. Full Honorary Membership for an individual who has made significant contributions to the breed or the club.   The individual enjoys full membership when dues are paid.  

1. Associate Membership for members that enjoy club activities except voting, holding office and chairing committees.  Associate members are not counted towards a quorum.  They are able and encouraged to serve on committees and to volunteer at events.  All new applicants will be Associate members for a term of two (2) years after which they may apply for Full Membership which requires two (2) Full Individual membership sponsors on their application.  Each sponsor must be personally well acquainted with the applicant for a period of not less than six (6) months.

1. Associate Individual membership for an adult 18 and older.
2. Associate Family membership for two (2) adults residing in the same household.
3. Associate Honorary membership for an individual who has made significant contributions to the breed or club and does not pay dues.
4. International Associate membership for adults 18 and older who reside outside of and are not citizens of the United States.  Dues will be set to include all additional postal expenses if needed.
5. Junior Associate membership for children 8 to 18 years of age.  May apply for full membership at age 18

SECTION 2.  Dues. Membership dues and postage surcharges shall be set by the Board of Directors.  Dues shall not exceed $100.00 per year and shall be payable in U.S. funds annually on or before the 1st day of January each year.  Annual dues are set by the Board of Directors and may be reviewed from time-to-time.  During the month of November, the Treasurer shall send to each member a statement of dues for the next calendar year.  If an applicant is accepted into the Club in the last quarter of the calendar year (October, November, or December), dues shall be considered paid through the following calendar year.

SECTION 3.  Election to Membership. New applicant(s) for Associate membership shall apply on a form approved by the Board which shall provide that the applicant(s) agree(s) to abide by this Constitution and Bylaws, the Club’s Code of Ethics, the Rules and Regulations of the American Kennel Club and the AKC’s Code of Sportsmanship.  The completed application shall state the name and address of the applicant(s) and preferences for involvement for club activities.  Accompanying the application, the prospective member(s) shall submit dues payment for the current year.

All applications for Full membership shall be filed with the Membership Chair who shall email the new applications to the members with Full membership status. Applications for Individual and Family Full Membership shall carry the written endorsement of two (2) Individual Full Members of the Club.  Any objections to the acceptance of this new applicant by any voting member shall be in writing, signed and sent to the Membership Chair within 14 days of receipt.  If there is dissent, the application in question shall be reviewed by the Board and shall be presented to the Full membership members with the Board’s recommendations.  If no objection is raised within 14 days of receipt of the application, the applicant(s) will be accepted as a Full Member.  

To become a full voting member of the Club, the Associate Member will be required to support a Club event, attend a meeting, or serve on a committee within 12 months following their application.  Once the new Associate Member has fulfilled the service requirement, they may apply as in Section 1(b) subparagraph d to have all Club privileges including voting and holding office if they so desire.  If they do not fulfill the service requirement within that year, they will remain an Associate Member until such time as they do so.  The vote to approve the new member must be affirmed by 2/3 of the Board.

To continue as a voting member, individuals shall support at least one event or serve on a committee annually.  Special circumstances will be considered by the Board.

Applicants may be elected at any meeting of the Board or membership by secret vote or electronically.  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.

An application which has received a negative vote by the Board may be presented by one of the applicant’s endorsers at the net annual meeting of the Club and the members may elect such applicant by secret ballot and a favorable vote of 75% of the members present and voting.

Applicants for membership who have been rejected by the Club may not reapply within 12 months after such rejection.

SECTION 4.  Termination of Membership.  Memberships may be terminated in accordance with Colorado Law:

1. By resignation.  Upon written notice to the Secretary.
2. By lapsing:  A membership will be considered as lapsed and automatically terminated if such member’s dues remain unpaid 60 days after the first day of the Club year; however, the Board may grant an additional 30 days of grace 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.
3. By expulsion. A membership may be terminated by expulsion as provided in Article VI of these bylaws.

ARTICLE II

Members Meetings & Board Meetings

[See Appendix of Robert’s Rules of Order, Newly Revised 12th Edition]

SECTION 1.  Annual Meeting. The annual meeting of the Club shall be held in conjunction with any of the Club’s specialty shows, at a place, date, and hour as may be designated by the Board.  Written notice of the annual meeting shall be sent as required by State Law such as via USPS and/or via email by the Secretary 30 days prior to the date of the meeting.  The quorum for the annual meeting shall be ten (10) percent of the eligible voting members in good standing.  Non-voting members do not count toward the determination of a quorum.

The order of business, so far as the character and nature of the annual meeting may permit, shall be:

• Roll Call
• Minutes of the last meeting
• Report of the President
• Report of the Secretary
• Report of the Treasurer
• Reports of committees
• Election of officers and Board
• Election of new members
• Unfinished business
• New Business
• Adjournment

SECTION 2.  Special Club Meetings.  Special Club meetings may be called by the President or by a majority vote of the members of the Board; and may also be called by the Secretary upon receipt of a petition signed by 10% of the full members of the Club.  Such special meetings shall be held by methods in accordance with State Law such as electronic, virtual, teleconference or methods as may be developed, designated by the person or persons authorized herein to call such a meeting.  Written notice of such a meeting shall be sent as required by State Law by the Secretary thirty (30) days prior to the date of the meeting and said notice shall state the purpose of the meeting.  No other Club business may be transacted at the meeting.  The quorum for such a meeting shall be ten (10) percent of full membership members.  Associate and/or nonvoting members do not count toward the determination of a quorum.  Amendments to the constitution and bylaws and amendments to the Standard for the breed shall be determined by methods stated above. Proxy voting will not be permitted at any Club meeting or election.

SECTION 3.  Board Meetings.  The first meeting of the Board shall be held immediately following the election.  Other meetings of the Board shall be held by methods in accordance with State Law as designated by the Board.  Written notice of such meeting shall be sent as required by State Law by the Secretary ten (10) days prior to the date of the meeting.  The quorum for such meeting shall be the majority of the Board.

SECTION 4.  Board Business.  The Board may also conduct business by telephone conference or video conference or by any other methods.  Items voted upon by any method other than “in person” meetings must be confirmed in writing by the Secretary within seven days.

SECTION 5.  Order of Business. At meetings of the Board, the order of business unless otherwise directed by a majority vote of those present shall be:

• Roll call
• Reading and approval of the minutes of the last meeting.
• Report of the Secretary.
• Report of the Treasurer
• Reports of committees
• Unfinished business
• New Business
• Adjournment

SECTION 6.  Board Attendance. Board members shall attend all meetings of the Board.  A Board member who is unable to attend a meeting must inform the President in advance of his/her absence stating the reason which will be shared with the members at the meeting. A Board member who misses two meetings in a row may be deemed as having vacated his/her position unless the remaining Board members find that just cause exists for failure to attend.  

SECTION 7.  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.

ARTICLE III

Directors and Officers

SECTION 1.  Board of Directors.  The Board shall be comprised of the officers and eight (8) other persons all of whom shall be members in good standing and all of whom shall be elected for two (2) year terms at the Club’s annual meeting as provided in Article V and shall serve until their successors are elected.  General management of the Club’s affairs shall be entrusted to the Board.

SECTION 2.  Officers. The Club’s officers consisting of the President, Vice President, Secretary and Treasurer shall serve in their respective capacities both regarding the Club and its meetings and the Board and its meetings.

1. The President shall preside at all meetings of the Club and of the Board and shall have the duties and powers normally appurtenant to the Office of President in addition to those particularly specified in these bylaws.
2. The Vice President shall have the duties and exercise the powers of the President in case of the President’s absence, incapacity or death.
3. 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; have charge of the correspondence, notify members of meetings, notify new members of their election to membership, notify officers and directors of their election to office.  The Secretary shall keep a roll of the members of the Club with their contact information and carry out such other duties as are prescribed in these bylaws.
4. The Treasurer shall collect and receive all moneys due or belonging to the Club.  Moneys shall be deposited in a bank satisfactory to the Board in accounts in the name of the Club.  The Treasurer’s books shall always be open to inspection of the Board.  The Treasurer shall reconcile the bank statement monthly and report to the Board the financial condition of the Club and an account of all monies received and paid.  When the office of Treasurer changes hands, an audit shall be performed by the incoming Treasurer and the Club President. 
5. AKC Delegate for such time when and if the Club becomes an AKC Member Club.  At such time the Board shall appoint a voting member as the Club’s AKC Delegate.  Among other duties, the Delegate shall report to the Club all actions and matters discussed at AKC’s Quarterly Delegate Meetings.  The Delegate is an appointed official, voting member of the Board appointed for three (3) years with an unlimited number of terms.

SECTION 3.  Vacancies.  Any vacancies occurring on the Board or among the officers during the year shall be filled for the remainder of the position’s term by a majority vote of the Board.  However, a vacancy in the Office of President shall automatically be filled by the Vice President for the remainder of the term.

ARTICLE IV

The Club Year, Annual Meeting, Voting, Nominations, Elections

SECTION 1.  The 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 January meeting and shall continue through the election at the next January meeting.

SECTION 2.  Annual Meeting. Voting.  Each full member whose dues are paid for the club year and present shall be entitled to one vote at the annual meeting of the Club.    Proxy voting will not be permitted at any Club meeting or election.

SECTION 3.  Nominations and voting. 

No person may be a candidate in a Club election who has not been nominated in accordance with these bylaws.  Each year the Board may, at its first meeting after an election, elect the officers of the Club.  If elected by the Board, the President and Vice President shall be selected from among the Board members, and the Secretary, Treasurer (and AKC Delegate) shall be selected at the discretion of the Board from among the Board members and general membership.

If not selected by the Board, a Nominating Committee shall be chosen by the Board before December 1.  The committee shall consist of three members from different areas of the USA, and two alternates, all members in good standing, no more than one of whom may be a member of the current Board.  The Board shall name a chair for the committee, and it shall be such person’s duties to call a committee meeting, which shall be held on or before December 1. The Nominating Committee may conduct its business by mail or email.

1. The Nominating Committee (Committee) shall nominate from among the eligible members of the Club, at least one candidate for each office and for each position on the Board and for the AKC Delegate (when applicable).   The Committee shall procure the acceptance of each nominee so chosen.  The Committee should consider geographical representation of the membership on the Board to the extent that it is practicable to do so.  The Committee shall then submit its slate of candidates to the Secretary, who shall mail/email the list, including the full name of each candidate and the name of the state in which he/she resides, to each member of the Club on or before December 15 so that additional nominations may be made by members if they so desire.  The notice will also include the total number and names of paid voting members in good standing as of that date, so that members who file petitions will know the minimum number of signatures which must be submitted and identify the eligible petitioners.
2. Additional nominations of eligible members may be made by written petition addressed to the Secretary and received on or before December 1 signed by five members and accompanied by the written acceptance of each such additional nominee signifying his/her willingness to be a candidate.  Except for the position of Delegate, no person shall be a candidate for more than one position.  If the Secretary is an opposed candidate in the election and the Board does not utilize an independent professional firm, the Board shall designate another officer or director who is not a candidate in the election to send the final slate to the membership and receive ballots for tabulation applicable to subsections 3c and 3d.

• If one or more valid additional nominations are received on or before December 1, the Secretary shall, on or before the first of January, send to each full voting member a ballot listing all the nominees for each position in alphabetical order, with the names of the states in which they reside.  Voting shall be accomplished electronically.  Ballots must be received no later than January 15.  Ballots received after January 15 will not be counted.

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

SECTION 4.  Annual Election.  The nominated candidate receiving the greatest number of votes for each office shall be declared elected.  If no valid additional nominations are received on or before December 15 the Nominating Committee’s slate shall be declared elected and no balloting will be required.  Any uncontested position should be automatically elected.  If any nominee at the time of the meeting is unable to serve for any reason, such nominee shall not be elected and the vacancy so created shall be filled by the new Board as provided by Article 3, Section 3.

The election of officers and directors shall be conducted by secret ballot in any manner provided for by the Laws of Colorado.  Ballots to be valid must be received by the Secretary (or independent professional firm designated by the Board) by January 15.  The Board may designate an independent professional firm to send, receive and count the ballots.

The elected officers and directors shall take office on the first day of the month following the election and each retiring officer shall turn over to his/her successor in office all properties and records relating to that office within 30 days after the election.

ARTICLE V

Committees

SECTION 1.  The Board may each year appoint standing committees to advance the work of the Club.  Such committees shall always be subject to the final authority of the Board.

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 have been terminated.

ARTICLE VI

Discipline

(In accordance with Colorado State Law)

SECTION 1.  American Kennel Club Suspension.  Any member who is suspended from any of the privileges of The American Kennel Club shall be suspended from the privileges of the Club for alike period.  American Kennel Club suspensions are published on the Secretary’s page of the AKC Gazette.

SECTION 2.  Charges.  An individual member may prefer charges against another individual member for alleged misconduct prejudicial to the best interest of the Club.  Written, notarized charges with specifics must be filed in duplicate with the Secretary with a fee of $25.00.  The Secretary shall promptly send a copy of the charges to each member of the Board and the Board shall first consider whether the actions alleged in the charges, if proven, might constitute conduct prejudicial to best interest of the Club.  If the Board does not consider the charges would be prejudicial to the best interests of the Club, it may refuse to entertain jurisdiction.  If the Board entertains jurisdiction of the charges, it shall fix a date for a hearing by the Board not less than one week nor 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 appear in his/her own defense and present witnesses if he/she wishes.

SECTION 3.  Board Hearing.  The Board shall have complete authority to decide whether counsel may attend the hearing, but both complainant and accused shall be treated uniformly in that regard.  Should the charges be sustained after hearing all the evidence and testimony presented by the complainant and accused, the Board may by a majority vote of those present reprimand or suspend the accused from all privileges of the Club for not more than six months from the date of the hearing.  If the Board deems that punishment insufficient, it may recommend to the membership that the penalty be expulsion.  Immediately after the Board has reached a decision, its finding shall be put in writing and filed with the Secretary.  The Secretary shall notify each of the parties of the Board’s decision and penalty, if any.

SECTION 4.  Expulsion.  The members shall vote by secret ballot on the proposed expulsion.  A 2/3 vote of those present and voting at the meeting shall be necessary for expulsion.  If expulsion is not so voted, the Board’s suspension shall stand.

ARTICLE VII

Amendments

SECTION 1.  Amendments to the constitution and bylaws or to the breed Standard may be proposed by the Board or by written petition addressed to the Secretary signed by 20% of the membership in good standing.  Amendments to the bylaws proposed by such petition shall be promptly considered by the Board and must be submitted to the members with recommendations of the Board by the Secretary for a vote within three (3) months of the date on which the petition was received by the Secretary.  Proposed amendments to the Standard for the breed must be submitted to the members with recommendations of the Board by the Secretary for a vote following the procedures established by the AKC Board of Directors.

SECTION 2.  The constitution and bylaws may be amended at any time [or the Standard for the breed in accordance with AKC policies] provided a copy of the proposed amendment has been sent by the Secretary to each Full member in good standing on the date of mailing/emailing, accompanied by a ballot on which a choice for or against the action to be taken be indicated.  Balloting procedures described in Article IV Section 3(c) shall be followed in handling such ballots to assure secrecy of the vote.  Notice sent as required by State Law to each member with such ballot shall specify a date not less than 30 days after the date received by which date the ballots must be returned to the Secretary to be counted.  The favorable vote of 2/3 of the Full members in good standing who return valid ballots within the time limit shall be required to affect any such amendment.

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 Full members in good standing and in accordance with Colorado State Law.  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 ay assets of the Club shall be distributed to any members.  After payment of the debts of the Club, its property and assets shall be given to a charitable organization selected by the Board for the benefit of dogs, unless otherwise prohibited by State Law.