Heart of Dixie Shiba Fanciers

Heart of Dixie Shiba Fanciers, Inc.

Constitution and By-Laws

Approved 1/1/14



CONSTITUTION


Name and Objectives:

Section 1: The name of the Club shall be HEART OF DIXIE SHIBA FANCIERS , INC, hereafter referred to as the Club.

The National Shiba Club of America, Inc. hereafter shall be referred to as NSCA and The American Kennel Club, Inc. hereafter shall be referred to as AKC.

The President, Vice President, Secretary and Treasurer (collectively) hereafter shall be referred to as Officers.

The three additional Members that are not Officers hereafter shall be referred to as Directors.

The Officers and Directors (collectively) hereafter shall be referred to as the Board


Section 2: The objectives of the Club shall be:

a. To encourage and promote quality in the responsible breeding of the purebred Shiba Inu and to do all possible to bring their natural qualities to perfection.

b. To urge members and breeders to accept the standard of the breed as approved by AKC and NSCA as the only standard of excellence by which the Shiba shall be judged.

c. To do all in its power to protect and advance the interests of the breed by encouraging sportsmanlike competition at dog shows, obedience and agility trials, etc.

d. To conduct Regional Specialties, Supported Entries, CGC Tests and A & B Matches, and to host National Specialties under the rules of AKC and NSCA.


Section 3: The Club shall not be conducted or operated for profit, and no part of any income or remainder or residue from dues or donations to the Club shall inure to the benefit of any member or individual of the Club.


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 these objectives.


Section 5: The Club’s area shall be AL, GA, FL, TN and SC with the geographic center being Atlanta, GA.


Section 6. The general business of the Club shall be conducted by the Board.










BY-LAWS

Article I – Membership:


Section 1 : Eligibility: There shall be four classes of membership: Single, Family, Junior, and Honorary. These classes shall be open to all persons who are in good standing with AKC and who subscribe to the purposes of AKC and NSCA and their Code of Ethics.

a. Single members shall be persons 18 years of age or older who shall be entitled to all privileges and benefits of the Club.

b. Family members shall be 2 adults, 18 years and older, living in same residence and shall be entitled to all privileges and benefits of the Club.

c. Junior members shall be persons under the age of 18 years that shall be entitled to all privileges of the Club but excluding the right to vote and the right to hold office. Junior members are not required to pay dues.

d. Honorary members shall be any individual who has rendered meritorious service to the Club, NSCA, or the Shiba Inu breed. Nominations for honorary membership may be by a member in good standing. Approval shall be by a majority vote of the Board and then an election by a 2/3 approval of the general membership via a mail ballot received by the Secretary. Honorary members shall be entitled to all privileges and benefits of the Club, including voting. Honorary members are exempt from paying dues. Once honorary status is accorded, it shall be in effect for a lifetime.


Section 2 : Dues: Annual Membership dues shall be an amount determined from time to time by the Board and shall be payable on or before January 1st of each year. After February 1st, dues shall be considered delinquent. After February 1st, individuals wishing to remain members must re-apply. For membership applications accepted after June 1st, dues shall be 1/2 of the Annual Dues. No member may vote whose dues are not paid for the current year. During the month of October, the Treasurer shall send to each member a statement of dues for the ensuing year.


Section 3: Election to Membership: Each applicant for membership shall apply on a form as approved by the Board which shall provide that the applicant agrees to abide by this Constitution and By-Laws, and the rules of AKC and NSCA. The application shall state the name, address, and occupation of the applicant and such additional information as the Board requests. The application for membership shall carry the endorsement of two members in good standing. Accompanying the application, the prospective member shall submit dues payment for the current year. The application and dues payment shall be submitted to the Secretary. The Secretary shall keep dues payment attached to the application until the application is accepted or rejected. If the membership application is approved, the dues payment will be deposited by the Treasurer in the Club account. If the application is rejected, the dues payment will be returned to the applicant.

All applications are to be filed with the Secretary. The application, along with information deemed by the Board, shall be sent in the newsletter or an e-mail to the membership. Any general member in good standing may submit to the Secretary any information that may affect the eligibility or worthiness of the applicant and such information shall be presented within 30 days after publication. The Board shall then consider any information submitted and may decide to postpone the voting on the application pending further investigation or may vote upon the application at that meeting. Approval of the application shall be by majority of the Board present and voting.


A Junior member in good standing, upon reaching the age of 18 years, who wishes to apply for general membership may do so by written request to the Secretary and need not file a new application. The Junior Membership status will then be changed to Single Membership, after dues are submitted.

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


Section 4 : Termination of Membership: Membership may be terminated by one of the following:

a. Resignation: Any member in good standing may resign from the Club upon written notice to the Secretary but no member may resign when in debt to the Club. Obligations, other than dues, are considered a debt to the Club and must be paid in full prior to resignation. The Secretary shall present the resignation letter at the next Board meeting. The Board then votes by majority vote to accept or refuse said resignation. The resignation does not become effective until approved by a majority vote of those Board members present.

b. Lapsing: A membership will be considered lapsed and automatically terminated if such member's dues remain unpaid 30 days after the first day of the fiscal 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 whose dues are unpaid.

c. Expulsion: A membership may be terminated by expulsion as provided in Article VI of these By-Laws.



Article II -- Meetings and Voting:


Section 1 : Club Meetings: Club meetings shall consist of the annual meeting and any other meetings so called by the Board. Meeting times and places are to be designated by the Board. The annual meeting shall be held and conducted as outlined in Article IV, Section 2 of this document. Minutes of the meeting shall be mailed or e-mailed to all members by the Secretary. A quorum shall be no less than 1/4 of the members in good standing. Members may attend via telephone and proxy votes will be accepted.


Section 2 : Special Club Meetings : Special Club meetings may be called by the President, by a majority vote of the Board, or shall be called by the Secretary upon receipt of a petition stating the reason for such a meeting and signed by 1/4 of the members in good standing. Written notice of such a meeting shall be mailed by the Secretary at least 30 days prior to, and not more than 45 days before, the date of the meeting. Said notice shall state the purpose of the meeting and no other Club business may be transacted. The meeting shall be held at a time and place designated by the Board. A quorum for such a meeting shall be no less than 1/4 of the membership in good standing.


Section 3 : Board Meetings : Meetings of the Board shall be as needed or as designated by the Board. Written notice of such meetings shall be mailed or e-mailed by the Secretary at least 10 days prior to the date of the meeting. A quorum shall be a majority of the Board. The Board may conduct business through the mail via the Secretary, via conference calling telephone services, or e-mail.


Section 4 : Special Board Meetings : Special meetings of the Board may be called by the President or shall be called by the Secretary upon receipt of a written request signed by a majority of the members of the Board. Such a special meeting shall be held at a time and place designated by those requesting such a meeting. Written notice shall be mailed or e-mailed by the Secretary at least 10 days prior to but not more than 15 days prior to the date of the meeting and shall state the purpose of the meeting. No other business shall be transacted. A quorum for such a meeting shall be a majority of the Board.


Section 5 : Voting: Each member in good standing shall be entitled to one vote at any general meeting of the Club at which he or she is present. Vote by Proxy is permitted if accompanied by written consent from an absentee member and given to a member attending meeting as Proxy. For issues put before the entire general membership, specifically annual elections of Officers and Directors, amendments to the Constitution and By-Laws, initial approval of Honorary Memberships, expulsion and other issues designated by the Board, voting shall be by written ballot cast by mail or e-mail via the Secretary.


Section 6 : Meeting Attendance: All general meetings may be attended only by Club members in good standing, and their guests, and all Board meetings may be attended by Board members and their spouses only, except where otherwise permitted by these Constitution and By-Laws. Non-members and members in good standing may attend Board Meetings by approval of the majority of the Board members present at the meeting.



Article III -- Officers and Directors:


Section 1: Board of Directors: The Board shall be comprised of the President, Vice President, Secretary, Treasurer, and three Directors, all of whom shall be members in good standing. The Officers and Directors shall be elected for a one year term and shall serve until their successors are elected or their positions are vacated voluntarily or involuntarily, or they are re-elected. General management of the Club's affairs shall be entrusted to the Board. It is preferred that no more than one person from each family membership may be an Officer or Director at the same time.

All members of the Board shall be obligated to attend or otherwise participate in all regular meetings of the Board, except where notice of anticipated absence, along with a reason for the absence, is given to the Club’s President prior to the meeting. Missing three unexcused Board meetings in one year may result in the removal of absentee Board member, in which case, by majority vote, the Board will appoint someone to fill the remaining term.


Section 2 : Officers: The Club’s Officers, consisting of the President, Vice President, Secretary and Treasurer, shall serve in their respective capacities both with regard to the Club and its meetings and the Board and its meetings.

a. The President shall preside at all meetings of the Club and the Board and shall have the duties and powers normally assigned to the Office of President in addition to those particularly specified by these By-Laws. The President shall be present as the official representative of the Club and assist the Show Chairperson in presenting awards and other public relations duties at any official Club events such as regional or national show events.

b. The Vice President shall have the duties and exercise the powers of the President in case of the President’s death, absence or incapacity.

c. The Secretary shall keep a record of all meetings of the Club and of the Board, issue minutes of all Board and Club meetings to the membership, keep a record of all voting done by mail, email, phone, etc., and of all matters of which a record shall be ordered by the Board. The Secretary shall have charge of the correspondence, including communication with the NSCA from the Club and be approved by the Board prior to submission to the NSCA, notify members of meetings, mail or e-mail election ballots, notify Officers and Directors of their election to Office, and carry out such duties as are prescribed in these By-Laws. The Secretary will check the Club’s e-mail and reply to any inquiries at least weekly. The Secretary may delegate a portion of his or her duties to a Membership Chair.

d. The Treasurer shall collect and receive all funds due to and belonging to the Club, shall deposit the same in a bank designated by the Board in the name of the Club, shall file with the IRS an Annual Tax report, and shall maintain Club Non-Profit status annually and shall file INC. documentation with the State of Tennessee annually. The financial records shall be open to inspection by the Board at all times. At the Annual Meetings, the Treasurer shall provide an account of all funds received or expended during the previous fiscal year. The Treasurer shall also prepare an itemized report of all receivables and expenditures for each Board meeting. During the month of October, the Treasurer shall send to each member a statement of dues for the ensuing year. The Club's checking account may have the checks signed for by the President or the Treasurer. The Treasurer shall also be bonded.


Section 3 : Directors: The Directors are members of the Board and shall attend Board meetings and have full voting rights. The Directors, along with a member in good standing not on the Board, will comprise the Nominating Committee.


Section 4 : Vacancies: Any vacancies occurring on the Board during the year shall be filled, until the next election by a majority vote of all members of the Board at its first regular meeting following the creation of such a vacancy, or at a special Board meeting called for that purpose. A vacancy in the Office of the President shall be filled automatically by the Vice President and the resulting vacancy in the office of Vice President shall then be filled by the Board. Should the Secretary or Treasurer become unavailable to perform the duties of their office or be unwilling, the Board shall appoint a temporary acting Secretary or Treasurer until such time as the elected person is again available. If the elected person remains unavailable, the Board, by majority vote, may appoint a permanent person to fulfill the remaining term.


Section 5 : Term Limits : No limits shall be made to the number of terms any Board member may serve.



Article IV -- The Club Year, Annual Meetings, Nominations and Elections:


Section 1 : Club Year : The Club’s fiscal year shall begin on the first day of January and end the last day of December.


Section 2 : Annual Meeting : The annual meeting shall be held in conjunction with the Club’s Annual Regional Specialty or supported entry at a date and time designated by the Board. Written notice of the Annual Meeting shall be provided by the Secretary at least 30 days prior to the date of the meeting. E-mail is considered written notice. Those members not having e-mail will be sent a notice in the U.S. mail. A quorum shall be 1/4 or more of the membership in good standing.


Section 3 : Nominations: No person may be a candidate in a Club election who has not been nominated. No person may be nominated for more than one position on the Board. By August 15th, the Directors shall appoint a non-board member in good standing to assist the Directors on the Nominating Committee. The Committee shall meet or otherwise conduct business before September 15th.

a. The Committee shall nominate one candidate for each Office and three Directors to serve on the Board. After securing the consent of each person so nominated, the Committee shall report the nominations to the Secretary by October 1st.

b. Upon receipt of the Nominating Committee's report, the Secretary shall notify the membership by October 15th of the candidates so nominated. E-mail is considered valid notification.

c. Additional nominations may be submitted by the membership via the mail and must be received by the Secretary by November 15th. Valid nominations must be a signed, written petition for nomination submitted by a member in good standing and must include a signed statement by the proposed candidate signifying his or her willingness to be a candidate. No person may nominate themselves.

d. If there are additional nominations from the membership, the Secretary shall mail written ballots to the membership by November 20 th. The membership shall vote and return ballots by mail to the Secretary with a postmark no later than December 15 th.


Section 4 : Elections: Nominated candidates receiving the greatest number of votes shall be declared elected. If no other nominations are received, the slate proposed by the Nominating Committee will be adopted without a vote. The Secretary shall notify the membership of the results of the election by mail no later than December 30 th. Newly elected Officers and Directors shall take office on the first day of the Club’s official year and each retiring Officer or Director shall turn over to his or her successor all properties and records relating to that office within 30 days after the beginning of the official year. Elections shall take place annually.



Article V – Committees:


Section 1 : The Board may each year appoint Standing Committees to advance the work of the Club in such matters as Shows, Obedience Trials, Trophies, Annual Awards, Membership, and other such fields which may 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. All committee decisions must be approved by a majority vote of the Board

.

Section 2 : Any committee appointment may be terminated by a majority vote of the membership of the Board upon written notice to the appointee, and the Board may appoint successors to those persons whose services have been terminated.




Article VI – Discipline:


Section 1 : The American Kennel Club, Inc. Suspension : Any member who is suspended from the privileges of AKC and/or NSCA automatically shall be suspended from privileges of this Club for a like period, but shall not hinder the eligibility to pay Club dues should suspension occur during the period of dues collection.


Section 2 : Charges: Any member may prefer charges against another member for alleged misconduct prejudicial to the best interests of the Club, the breed, or the sport. Written charges with specifications must be filed in duplicate with the Secretary, together with a deposit of $50.00, 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. If the Board considers that the charges do not allege conduct which would be prejudicial to the best interests of the Club, the breed, or the sport, it may refuse to entertain jurisdiction. If the Board entertains jurisdiction of the charges, it shall fix a date of a hearing by the Board not less than 3 weeks or more than 6 weeks thereafter. The Secretary shall promptly send one copy of the charges to the accused member by Registered Mail together with a notice of the hearing and an assurance that the defendant may personally appear in his or her own defense and bring witnesses if he or she wishes.


Section 3 : Board 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 the Complainant and Defendant, the Board may, by majority vote of those present, suspend the Defendant from all privileges of the Club for not more than 6 months from the date of the hearing. If it deems that punishment insufficient, it may also recommend to the membership that the penalty be expulsion. In such a case, the suspension shall not restrict the Defendant's right to appeal their position before his or her fellow members at an ensuing Club meeting or via mail through the Secretary. If a regular meeting is available within the time period designated by the Board, the Defendant may appear before the membership and present his or her appeal. After the appeal, the Defendant shall leave the meeting while a secret ballot is accomplished. The Secretary shall count the ballots and report the findings to the Board.

If a meeting is not available, the Secretary shall mail the minutes of the Board hearing along with the Board's recommendation and with a ballot stating the latest postmark date where the ballot will be returned to the Secretary and counted. The membership shall consider the Board's recommendation, vote according to their opinion, and return their ballot to the Secretary.



Section 4 : Expulsion: Expulsion of a member from the Club may be accomplished by a 2/3 majority vote, by either a secret written ballot at a regular meeting or a mail in written ballot from the membership. 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 or by written petition addressed to the Secretary signed by 1/4 of the membership in good standing. Amendments proposed by such a petition shall be promptly considered by the Board and must be submitted to the membership with recommendations of the Board by the Secretary for a vote within 1 month after the date when the petition was received by the Secretary.


Section 2 : The Constitution and By-Laws may be amended at any time provided a copy of the proposed amendment(s) has been mailed by the Secretary to every member in good standing on the date of the mailing, accompanied by a ballot on which a choice for or against the action to be taken shall be indicated. Notice with such ballots shall specify a date not less than 30 days after the date postmarked by which date the ballots must be returned to the Secretary to be counted. A favorable vote of 2/3 of the members in good standing who returned valid ballots within the time limit shall be required to effect any such amendment. E-mail ballots are acceptable.




Article VIII- Club Expenses:


Section 1 : The Board must approve all expenditures over $250.00 prior to payment by the Treasurer. The Board will approve all major purchases or expenditures for the Club in advance. The President and Treasurer each have the authority individually to approve expenditures up to and including $250.00 if necessary between Board meetings. A majority of the Board may approve expenditures of up to $250.00 if necessary between Board meetings. The Board may approve routine, ongoing expenses on a one-time basis until they notify the parties otherwise. Committee chairs may approve expenses of up to $250.00 on behalf of a committee function.


Section 2 : No other member or non-member shall have the authority to make or authorize expenditures or expect reimbursement for any expenses without the prior approval of one of the persons/entities named above. All other expenses require the approval of the Board at a regular meeting.




Article IX – 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 the event of dissolution of the Club, other than for purposes of reorganization, none of the property or assets of the Club shall be distributed to any members of the Club. After payment of the debts of the Club, it's property and assets shall be given to a charitable organization for the benefit of dogs selected by the Board.



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 By-Laws and any other special Rules of Order the Club may adopt.



Article XI – Order of Business:


Section 1. Regular Meetings:


Signing in of members and guests

Calling the meeting to order

Reading the minutes of the last meeting

Introduction of any speakers or guests

Report of the President

Report of the Secretary

Report of the Treasurer

Report of Committees

Election of Officers and Directors (at annual meeting)

Election of new members

Reading of new membership applications

Unfinished business (if not an annual meetingNew business

Brags

Adjournment


Section 2. Board Meetings:


Signing in of Board members

Calling the meeting to order

Reading of minutes of last Board meeting

Report of the Secretary

Report of the President

Report of the Treasurer

Report of Committees

Election of new members

Reading of new membership applications

Unfinished business

New business

Brags

Adjournment


Appendix:


The following companion documents to the Constitution and By-Laws are also available:


Ø Code of Ethics

Ø Membership Application


Amendment # 1

Article III, Section 1: Change the number of Directors from three to five

Amendment # 2

Article III, Section 2,d: Delete bonding requirement

Amendment # 3

Article I, Section 3: Secretary is replaced three times by Membership Chair

Amendment # 4

Article IV, Section 3: The first "Directors" listed in this section referred in this section is changed to "the Board shall appoint one director as the Nominating Chair.  The Nominating Chair shall choose one other Director to assist