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THE GREAT DANE CLUB OF
CENTRAL NORTH CAROLINA, INC.
(Constitution
and By-Laws, amended July 15,
2008)
Constitution
ARTICLE I
Name
and Objects:
SECTION
1.
The name of the Club shall be the Great
Dane Club of Central North Carolina, Inc., herein after
referred to as the Club.
SECTION
2.
The
objects of the Club shall be:
A. To encourage and
promote quality in the breeding of purebred Great Danes and to
do all possible to bring their natural qualities to
perfection.
B. To encourage responsible Great Dane
ownership through education, mentoring, and
fellowship.
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 Great Danes
shall be judged and to encourage the study of the standard by
breeders, judges, dog show committees, and others interested
in the advancement of the breed.
D. To assist in rescue
work for Great Danes in need.
E. To encourage
dedication to the health and welfare of the breed.
F.
To do all in its power to protect and advance the interests of
the breed and to encourage sportsmanlike competition at dogs
shows and performance events.
G. To
conduct sanctioned matches, specialty shows and performance
events under the rules and regulations of the American Kennel
Club and to generate publicity on any matter affecting the
welfare of the breed.
H. To disseminate and promote ideals and
objectives of the GDCA Charitable Trust.
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 not be used to the personal benefit of any
member or individual.
SECTION 4.
The members of the Club shall adopt, and
may from time to time, revise such by-laws as may be required
to carry out theseobjects.
By-Laws
ARTICLE
I
Membership:
SECTION
1.
Eligibility:
There shall be five classes of membership
open to persons in good standing with the American Kennel Club
who subscribe to the purpose of this Club and the Great Dane
Club of America, provided such person(s) or any member of
their immediate family owns or has owned a Great Dane and/or
is interested in the welfare and advancement of the
breed.
A. Regular Members: Any person eighteen (18)
years of age or older in good standing with the American
Kennel Club, may make application for regular membership in
this Club.
B. Junior Members: Any person between the
ages of ten (10) and seventeen (17) inclusive, provided they
are an active participant of the breed, in good standing with
the American Kennel Club, and present the breed in a positive
manner, may make application for junior membership in this
Club. Junior members will have all the rights and privileges
of regular members, except voting and office
holding.
C. Honorary Members: Honorary membership may
be conferred only upon a person who has rendered a distinctly
valuable service to the Club or the breed. Honorary members
shall be exempt from dues and initiation fee, and shall enjoy
all privileges of the Club except that they may not vote or
hold office. Upon the recommendation of the Board of
Directors, honorary membership may be conferred by a vote of
two-thirds of the regular members present and voting at any
regular meeting or any special meeting called for such
purpose. A member so honored may maintain active (regular)
membership status by paying the appropriate yearly
dues.
D. Associate Members: Any person who lives
outside of the Club’s area or who lives in the Club’s area but
are not active members. Associate members are entitled to all
Club privileges except voting and office holding.
E.
Family Memberships are for households with two or more people
applying for membership in the Club. These can either be
Regular or Associate. Regular adult members of the family are
eligible to vote, with a limit of two votes per
household.
While membership is to be unrestricted as
to residence, the Club’s primary purpose is to be
representative of those in its immediate area.
SECTION
2.
Election to
Membership:
A.
The applicant, excluding potential Associate members, must
attend at least two (2) regular monthly meetings and/or events
of the Club before applying for membership. If applicants are
applying for family membership then all applicants listed as
part of the family must attend meetings and/or
events.
B. Each applicant for membership shall apply in
writing, directed to the Corresponding Secretary, on a form as
approved by the Board of Directors, which shall provide that
the applicant agrees to abide by the Constitution, By-laws,
Code of Ethics, and rules of the Great Dane Club of Central
North Carolina, the Great Dane Club of America, and of the
American Kennel Club.
C. The application will be
completed in its entirety and accompanied by a check payable
to the Club in the appropriate dues amount and the $10.00
application fee as specified on the application form required
for the current year. The application shall be signed by two
(2) sponsors, not of the same household, both of whom shall be
regular members in good standing of this Club. Both sponsoring
members shall be personally acquainted with the
applicant.
D. All applications are to be filed with the
Corresponding Secretary. Upon receipt of any application, all
dues and appropriate fees shall be immediately forwarded to
the Treasurer of the Club.
E. The application for
membership shall be referred to the Board of Directors and the
members of the Club. Each application will be read at the
first meeting of the Club following its receipt. After the
first reading the Board of Directors shall direct the
Secretary to publish the name of each applicant and their
sponsors in the next monthly publication. Comments from
members shall be submitted in writing to the Corresponding
Secretary. All comments must be received before the next
monthly meeting of the Club following the
publication.
F. At the next club meeting following the
publication, the application will be voted upon; affirmative
votes of two-thirds (2/3) of the members present and voting at
that meeting shall be required to elect the applicant.
G. Any applicant receiving a negative vote shall be
refunded all dues paid within thirty (30) days after such
vote. Application fees will be forfeited. A letter stating the
results of the vote may accompany the refund. Applicants for
membership who have been rejected by the Club may not reapply
for one (1) year following such rejection.
H. Any
person elected to regular membership shall have the full
privileges of the Club, including the right to vote and hold
office, providing his or her dues are paid in full, except
that no member shall have the right to vote for the election
of officers until thirty (30) days after his or her election
to membership.
I. Any Junior members having reached
their eighteenth (18th) birthday shall automatically become
regular members upon payment of regular members
dues.
J. Any member who has been dropped from
membership may not reapply for one (1) year from date of
termination and shall be required to make application as
provided for new membership in the Club.
SECTION
3.
Dues:
A. Membership dues for regular
memberships shall be $15.00;dues for regular family
memberships shall be $25.00; dues for junior memberships shall
be $10.00; dues for associate memberships shall be $10.00;
dues for associate family memberships shall be $20.00 per
year, payable on or before the first (1st) day
of March of each year. No member may vote whose dues are not
paid for the current year. During the month of January, the
Treasurer shall send to each member a statement of his or her
dues for the ensuing year.
B. Honorary Members are
exempt from dues and initiation fees as provided in Article 1,
Section 1. C of these by-laws.
C. Any person elected to
regular membership after October 1st shall be considered fully
paid for the following year.
D. Any member
whose residence is outside the United States or Canada shall
pay one and one-half (1 ½) times the annual regular membership
dues.
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 Corresponding 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.
B. By lapsing. Any
membership will be considered as lapsed and automatically
terminated if such member’s dues remain unpaid sixty (60) days
after the due date. The Board of Directors may grant an
additional grace period (not to exceed sixty (60) days) to
such delinquent members in meritorious cases as long as said
member personally contacts, in writing, the Treasurer or the
Board of Directors for an extension period prior to the sixty
(60) day deadline. Voting by the Board of Directors must be a
majority vote. In no instance may a person whose membership
has lapsed be entitled to vote at any Club meeting whose dues
are unpaid as of the date of that meeting.
C. By
expulsion. Any member may be terminated by expulsion as
provided in Article VI of these By-laws.
D. By permanent denial of privileges by
the American Kennel Club.
ARTICLE II
Meetings and
Voting:
SECTION
1.
Club
Meetings:
A.
Regular Club Meetings. All meetings of the Club shall be held
at least six times per year within the greater Raleigh, North
Carolina area (with an extended territory north to Durham,
east to Wilson, south to Fayetteville and west to Greensboro),
at such hour and place as may be designated by the Board of
Directors. Notice sent by regular mail or by email of each
such meeting shall be mailed by the Corresponding Secretary at
least ten (10) days prior to the date of the meeting. The
quorum (the minimum amount of voting members) for club
meetings shall be twenty (20%) percent of the members in good
standing.
B. Special Club
Meetings. Special club meetings may be called by the
President, or by a majority vote of the Board of Directors who
are present and voting at any regular or special meeting of
the Board. Said meeting shall be called by the Corresponding
Secretary upon receipt of a written request from the members
requesting the meeting. Such special meetings shall be held
within the greater Raleigh area, as may be designated by the
Board of Directors. Written notice of such meetings shall be
mailed to all members by the Corresponding Secretary at least
seven (7) days and not more than fifteen (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. The quorum for such a meeting shall be
twenty (20%) percent of the members in good
standing.
SECTION
2.
Board of Directors
Meetings:
A.
Designated Meetings. The first meeting of the Board of
Directors shall be held prior to the first regular meeting of
the year. The final meeting of the Board of Directors, to wind
up its business, shall be held after the last regular meeting
of the year.
B. Other Regular Board of Directors
Meetings. Meetings of the Board of Directors shall be held in
such place and at such time, in the greater Raleigh area, as
the Board may from time to time determine. The Board shall
hold a minimum of six (6) meetings per year. Written notice of
each such meeting shall be mailed or emailed by the
Corresponding Secretary at least seven (7) days prior to the
date of the meeting. The quorum for such meeting shall be the
majority of the Board. Board members who miss more than three
(3) unexcused, consecutive Board meetings will be
automatically dropped from the Board. Any vacancy arising from
such resignation shall be filled pursuant to the provisions of
these by-laws.
C. Special Board of Directors Meetings.
Special meetings of the Board of Directors may be held at any
reasonable time and place, in the greater Raleigh area, if
called by the President or any three (3) members of the Board
of Directors. Written notice of such meetings shall be mailed
by the Corresponding Secretary at least seven (7) 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 meetings shall be a
majority of the Board.
SECTION
3.
Voting:
Each member in good standing whose dues
are paid for the current year shall be entitled to one (1)
vote at any meeting of the Club at which he or she is present.
Proxy voting will not be permitted at any Club meeting or
election.
ARTICLE III
Directors and
Officers:
SECTION
1.
Board of
Directors:
The Board of
Directors shall be comprised of the officers of the Club and
two (2) other members to be elected to staggered terms of
three (3) years by the members at the annual meeting. The
Board of Directors shall be vested with the authority and
responsibility for the general management of the Club’s
property and affairs, so far as this delegation of authority
is consistent with the laws of the state of North Carolina,
the Club’s Charter, Constitution, and By-Laws.
SECTION
2.
Officers:
The
officers of the Club shall consist of a President, a Vice
Present, a Treasurer, and Secretaries (Recording and
Corresponding). Each officer shall be a regular member and
shall be elected annually by the regular members by written
ballot at the annual meeting of the members of the Club, and
shall hold office for a period of one (1) year or until their
successors are duly elected. No member shall hold more than
one (1) office at a time.
A. President: The President,
when present, shall preside at all meetings of the members and
of the Board of Directors. The President shall perform all
duties commonly incident to his office and shall perform such
other duties, as the Board of Directors shall from time to
time designate.
B. Vice President: In absence of the
President, the Vice President shall preside at all meetings of
the members and of the Board of Directors, and shall perform
such other duties as are commonly incident to the office and
have such other powers and duties as the Board of Directors
shall from time to time designate.
C. Treasurer: The
Treasurer shall have the care and custody of the funds of the
Club and shall have and exercise, under the supervision of the
Board of Directors, all the powers and duties commonly
incident to the office. The Treasurer shall submit all unpaid
bills at each regular meeting of the Board of Directors for
their approval, provided, however, any bill that does not
exceed the sum of $50.00 may be paid without such approval,
but shall at the next regular meeting of the Board of
Directors following payment secure ratification of the payment
of such items. The Treasurer shall perform such other duties
and have such powers as may be delegated by the Board of
Directors from time to time, and shall be bonded in such
amount as the Board may determine, the cost of such bond to be
paid by the Club. At least once each year an audit committee
selected by the Board of Directors shall audit the books and
records of the Treasurer. All records shall be retained for
the period of time required by the Internal Revenue
Service.
D. Secretaries:
The Recording Secretary of the Club shall keep an accurate
record of the proceedings of all meetings of the members, and
of the Board of Directors in books provided for that purpose.
Any regular member may examine regular meeting records at a
reasonable time and place. Board and committee meeting notes
may be examined in the same respect by board members and
committee members, but to no others. The Recording Secretary
shall carry out such other duties as are prescribed in these
by-laws. The Recording Secretary shall perform such other
duties and have such powers, as the Board of Directors shall
from time to time designate. The Corresponding Secretary shall
have charge of the correspondence, files, notices, and
notifications to members; shall keep a roll of the members
with their addresses. The Corresponding Secretary shall
perform such other duties and have such powers, as the Board
of Directors shall from time to time designate. In the absence
of the Recording Secretary from any such meeting, a Secretary
pro tempore shall be chosen who shall record the proceedings
of such meetings in the aforesaid books. The Secretaries shall
be sworn to their faithful performance of their duties. At the
discretion of the Board of Directors, these two offices may be
combined in one person.
SECTION
3.
Appointments:
One (1) or more person(s) may be
appointed by the Board of Directors to assist the officers
listed above in the performance of their duties.
SECTION
4.
Vacancies:
Any vacancy occurring on the Board of
Directors or among the offices during the year shall be filled
until the next annual election by a majority vote of all the
remaining members of the Board of Directors at its first
regular meeting following the creation of such vacancy, or at
a Special Board Meeting called for that purpose; except that a
vacancy in the office of President shall be filled
automatically by the Vice President and the resulting vacancy
in the office of Vice President shall be filled by the Board
of Directors.
SECTION
5.
Terms:
No Officer may be elected for more than
three (3) consecutive terms to the same office, and no
Director may be elected for more than three (3) consecutive
terms as such; and further, no Officer or Director of the Club
may serve for more than nine (9) consecutive years in any
office of the Club.
ARTICLE IV
Club Year,
Annual Meeting, and Elections:
SECTION
1.
Club Year:
The Club’s fiscal year shall begin on the
1st day of January and end on the 31st 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. All regular
members in good standing may vote in the annual
election.
SECTION
2.
Annual
Meeting:
The annual
meeting shall be held in the month of December at which
Officers and Directors for the ensuing year shall be elected
by written ballot from among those nominated in accordance
with Section 4 of this Article. They shall take office
immediately upon the conclusion of the meeting and each
retiring officer shall turn over to his or her successor in
office all properties and records relating to that office
within thirty (30) days after the election.
SECTION
3.
Annual
Elections:
The nominated
candidate receiving the greatest number of votes for each
office shall be declared elected. If any nominee, at the time
of the annual meeting, is unable to serve for any reason, such
nominee shall not be elected and the Board of Directors in a
manner provided by Article III, Section 4, shall fill the
vacancy so created. The 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:
During the month of September, the Board of
Directors shall select a Nominating Committee consisting of
three (3) regular members and two (2) alternates, not more
than one (1) of who may be a member of the Board of Directors.
No regular member of the Club shall be eligible to serve on
the Nominating Committee unless he shall have been a member in
good standing for at least on (1) year; in addition thereto,
no member shall be eligible to serve on the Nominating
Committee if he or she is then an Officer or Director eligible
for reelection. The Corresponding Secretary shall immediately
notify the committee persons and alternates of their
selection. The Board of Directors shall name a Chairman for
the committee and it shall be his or her duty to call a
committee meeting, which shall be held on or before October
15th.
A. The committee shall nominate one (1) candidate
for each office and candidates for other positions on the
Board, as set forth in Article III, Section 1 and 2. The
Nominating Committee may nominate any regular member in good
standing. No person may be a candidate for more than one (1)
position. The Nominating Committee may not nominate one of its
members for office. After securing the consent of each person
so nominated, the Nominating Committee shall immediately
report their nominations to the Corresponding Secretary in
writing.
B. Upon receipt of the Nomination Committee’s
report, the Corresponding Secretary shall, before November
1st, notify each regular member in writing of the candidates
so nominated.
C. Additional nominations may be made at
the meeting by any member in attendance, provided that the
person so nominated does not decline when their name is
proposed, and provided further that if the proposed candidate
is not in attendance at this meeting, the proposer shall
present to the Secretary a written statement from the proposed
candidate signifying willingness to be a candidate. No person
may be a candidate for more than one position.
D. If no
valid additional nominations are received by the Corresponding
Secretary and President by November 15th, the Nominating
Committee’s slate shall be declared elected at the time of the
annual meeting and no balloting will be required.
E. In
the event additional nominations are made the Corresponding
Secretary shall, on or before December 1st, notify each
regular member of the Club of the name(s) of the candidate(s)
so named or proposed.
F. No
nominations shall be made from the floor at the annual meeting
of the Club or in any other meeting than as provided in this
Section.
ARTICLE
V
Committees:
SECTION
1.
The
Board of Directors may, each year, appoint standing committees
to advance the work of the Club in such matters as matches,
specialty shows, performance events, trophies, annual prizes,
membership, and other fields which may well be served by
committees. Each committee shall present to the Board of
Directors, for approval, a set of rules and regulations for
the operation of that committee. These shall be amended, if
needed, by each new chairperson appointed to said committee.
Such committees or persons shall always be subject to the
final authority of the Board of Directors. Special committees
may also be appointed by the Board of Directors to aid it on
particular projects. All appointed committees shall serve only
until the new Officers and Directors shall take
office.
The President shall by virtue of his
office be a member of all committees with voting privileges,
except for the nominating committee.
SECTION
2.
Business of Committees may only be conducted in
person. The committee chair is responsible for all
documentation of transactions of their
committee.
Committees are
required to give a report of events and activities at each
regular club meeting.
SECTION
3.
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 of Members:
SECTION
1.
Any
member who is suspended from the privileges of the American
Kennel Club shall automatically be suspended from the
privileges of the Club for a like
period.
SECTION
2.
Charges:
Any
individual member may prefer charges against another
individual 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
Corresponding Secretary together with a deposit of twenty-five
($25.00) dollars, which shall be forfeited if such charges are
not sustained. The Corresponding Secretary shall promptly send
a copy of the charges to each member of the Board of
Directors, which shall promptly meet to determine the validity
of the charges. The Board of Directors shall first consider
whether the actions alleged in the charges, if proven, might
constitute conduct prejudicial to the best interest of the
Club or breed. If the Board of Directors considers that the
charges do not allege conduct that would be prejudicial to the
best interest of the Club or breed, it may refuse to entertain
jurisdiction. If the Board of Directors entertains
jurisdiction of the charges it shall fix a date for a hearing
by the Board of Directors not less than three (3) weeks nor
more than six (6) weeks thereafter. The Corresponding
Secretary shall promptly send one copy of the charges to the
accused member by registered mail with return receipt,
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 so wishes. Any member shall
have the right to appear and be represented by
counsel.
SECTION
3.
Board
Hearings:
A majority vote
of the Board of Directors present shall determine and decide
all matters before it. Should the charges be sustained after
hearing all evidence, testimony or affidavits presented by the
complainant and defendant, the Board of Directors may
reprimand the defendant or suspend the defendant from all
privileges of the Club for not more than six (6) months from
the date of the hearing. If it deems that punishment
insufficient, it may also recommend to a meeting of members
that the penalty be expulsion. In such case, the suspension
shall not restrict the defendant’s right to appear before the
next regular meeting, or any special meeting of the Club
called to consider the Board of Directors’ recommendation. Any
member shall have the right to appear and be represented by
counsel. Immediately after members have reached a decision,
its findings shall be put in written form and filed with the
Corresponding Secretary. The Corresponding Secretary who, in
turn, shall notify the defendant or defendants of the decision
by the meeting and the action taken.
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 3 of this Article. Such a proceeding may occur at a
regular or a special meeting of the Club to be held within
sixty (60) days but not earlier than thirty (30) days after
the date of the Board’s recommendation of expulsion. Notice
shall be sent at least ten (10) days in advance to all regular
members and to the defendant of the date, time and place of
any meeting at which any recommendation of the Board of
Directors shall be considered. 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 shall invite
the defendant, if present, to speak in his or her own behalf
if desired. The members shall then vote by secret written
ballot on the proposed expulsion. A two-thirds (2/3) vote of
those present and voting at such a 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
By-laws may be proposed by the Board of Directors or by
written petition addressed to the Corresponding Secretary
signed by twenty (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 within three (3) months of the date
when the Corresponding Secretary received the
petition.
SECTION 2.
The Constitution and By-laws may be
amended at any time provided a copy of the proposed
amendment(s) have been mailed by the Corresponding Secretary
to each member in good standing at least two weeks prior to
the date of the meeting in which the amendment will be voted
on. The favorable vote, by secret ballot, of two-thirds (2/3)
of the members present and voting at any regular or special
meeting, shall be required to effect any such amendment. When
the revised document is printed a copy approved by the Great
Dane Club of America must be submitted to the AKC along with
the date of the vote, the percentage of total membership that
voted, and the breakdown of the vote.
ARTICLE VIII
Standing
Rules:
SECTION
1.
The Club may
establish standing rules to better the operations and
functions of the Club where as such is not governed by or in
conflict with the constitution, charter, or this set of
by-laws.
SECTION 2.
The Club may accept a standing rule,
after a vote of two-thirds (2/3) of the members present at the
meeting. All standing rules will be numbered using the year
and the sequential number of the rule. A standing rule may be
removed only after a motion of the membership, then publishing
the rule to be removed in the newsletter prior to the
vote.
ARTICLE
IX
Dissolution:
SECTION
1.
The Club may be
dissolved at any time by the written consent of not less than
two-thirds (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 member(s) 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 X
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:
A. Roll Call
B. Reading of Minutes of last
meeting
C. Report of President
D. Report of
Secretaries
E. Report of Treasurer
F. Report of
Committees
G. Election of Officers and Board (at annual
meeting)
H. Election of new members
I. Unfinished
business
J. New business
K. 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:
A. Roll Call
B. Reading of Minutes of last
meeting
C. Report of President
D. Report of
Secretaries
E. Report of Treasurer
F. Reports of
Committees
G. Unfinished business
H. New business
I. Adjournment
ARTICLE XI
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.
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