Arizona Chinese Shar-Pei Club of Phoenix

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AZCSPCP Bylaws

ARTICLE I
Name and Objects

SECTION 1.  The name of the Club shall be Arizona Chinese Shar-Pei Club of Phoenix.

 SECTION 2.  The objects of the Club shall be:

(a) to encourage and promote the quality in the breeding of purebred Chinese Shar-Pei 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 the Chinese Shar-Pei Club of America (CSPCA) and The American Kennel Club (AKC) as the only standard of excellence by which Chinese Shar-Pei 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 and obedience trials;
(d) to conduct sanctioned and licensed specialty shows and obedience trials under the rules of the CSPCA and the AKC. 

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 inure to the 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 these objects. 

ARTICLE II
Membership

SECTION 1.  Eligibility.  There shall be four types of member ship open to all persons who are in good standing with the CSPCA and the AKC and who subscribe to the purposes of this Club.  All applicants must be eighteen years of age and older except applicants for Junior membership.  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.

SECTION 1.1.  Individual membership.  An Individual member shall be a single individual who may hold an office in the Club and who will be eligible to cast a single vote.

SECTION 1.2.  Family membership.  A Family membership shall consist of two individuals who are members of the same household, each of whom may hold an office in the Club and each of whom shall be eligible to cast a single vote.

SECTION 1.3.  Associate membership.  An Associate membership shall consist of a single individual whose intention is to support the Club and receive regularly distributed Club information.  An Associate member may not hold office in the Club and shall not be eligible to vote.

SECTION 1.4.  Junior membership.  A Junior member shall be between the ages of ten and seventeen and shall be entitled to receive regularly distributed Club information.  A Junior member may not hold office in the Club and shall not be eligible to vote.  A Junior member who turns eighteen years of age shall have his/her membership automatically converted to an Individual membership for the balance of that fiscal year. 

SECTION 2.  Dues.  A member in good standing is a member whose dues have been paid.  Club dues shall be payable on or before the 1st day of July of each year.  No member whose dues are not paid for the current year may vote.  During the month of May, the Treasurer shall send to each member a statement of his/her dues for the ensuing year.

SECTION 2.1.  Annual dues for Voting Member shall be $TBD for an Individual membership and $TBD for a Family membership.

SECTION 2.2.  Annual dues of Associate Members shall be $TBD.

SECTION 2.3.  Annual dues for Junior Members shall be $TBD

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 agree to abide by these by-laws and the rules of the CSPCA and the AKC.  The application shall state the name, address, and occupation of the applicant, and it shall carry the endorsement of two members.  Accompanying the application, the prospective member shall submit dues payment for the current year.

          All applications are to be filed with the Secretary and each application is to be read at the first meeting of the Club following its receipt.  At the next Club meeting the application will be voted upon by secret ballot and affirmative votes of ¾ of the members present and voting at that meeting shall be required to elect the applicant.

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

SECTION 4.  Termination of Membership.  Memberships may be terminated:

(a) by resignation.  Any member in good standing may resign from the Club upon written notice to the Secretary; but no member may resign from the Club when in debt to the Club.  Dues obligations are considered a debt to the Club and they become incurred on the first day of each fiscal year.
(b) by lapsing.  A membership will be considered as lapsed and automatically terminated if such member’s dues remain unpaid ninety (90) days after the first day of the fiscal year; however, the Board may grant an additional 90 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.
(c) by expulsion.  A membership may be terminated by expulsion as provided in Article VII of these by-laws. 

ARTICLE III
Meetings and Voting

SECTION 1. General Club Meeting: General meetings of the Club shall be held in the greater Phoenix, Arizona Metropolitan area every other month starting in February at such hour and place as may be designated by the Board of Directors.

Written notice of each such meeting shall be mailed by the secretary at least ten (10) days prior to the date of the meeting, unless notified by club newsletter or other means. The quorum for such meetings shall be 20% of the voting members in good standing.

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 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 (5) members of the Club who are in good standing.  Such special meetings shall be held within the greater Phoenix, Arizona metropolitan area 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 mailed by the Secretary at least ten (10) 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 20% of the members in good standing.

SECTION 3. Board meetings: Meetings of the Board of Directors shall be held at least six times per year in the greater Phoenix, Arizona metropolitan area on the date and at such hour and place as may be designated by the Board.  Written notice of each such meeting shall be mailed by the Secretary at least five (5) days prior to the date of the meeting. Unless notified by the newsletter or other means. The quorum for such a meeting shall be a majority of the Board.

Should any officer or director fail to participate, without just cause, in three actions requiring a vote,  that person may be removed from office by a 2/3 majority of vote of the Board.  The vacancy shall be filled by the same procedure for vacancies in office as outlined in Article III, section 3.

SECTION 4.  Special Board Meetings.  Special meetings of the Board may be called by the President; and shall be called by the Secretary upon receipt of a written request signed by at least three members of the Board.  Such special meetings shall be held in the greater Phoenix, Arizona area at such place, date, and hour as may be designated by the person authorized herein to call such meeting.

Written notice of such meeting shall be mailed by the Secretary at least 10 days, and not more than 15 days, prior to the date of the meeting, or telegraphic notice shall be filed at least 5 days, and not more than 10 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 a meeting shall be a majority of the Board.

SECTION 5.  Voting.  Each member in good standing whose dues are paid for the current year shall be entitled to one vote at any General meeting of the Club at which he is present.  Proxy voting will not be permitted at any club meeting or election. 

ARTICLE IV
Directors and Officers

SECTION 1. Board of Directors.  The Board shall be comprised of the President, Vice President, Secretary, Treasurer and four other persons, known as Directors, all of whom shall be members in good standing.  Officers shall be elected for a term of one year or until their successors are elected. Three Directors shall be elected annually. Two for one year terms and one for a two year term, or 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, 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 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 by-laws.
(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 and of all matters of which a record shall be ordered by the Club.  He/she shall 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, keep a roll of the members of the Club with their addresses, and carry out such other duties as are prescribed in these by-laws.
(d) The Treasurer shall collect and receive all moneys due or belonging to the Club.  He/she shall deposit the same in a bank designated by the Board, in the name of the Club.  His/her books 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 he/she shall render and account of all moneys received and expended during the previous fiscal year.  The Treasurer shall be bonded in such amount as the Board of Directors shall determine.
(e) The offices of Secretary and Treasurer may be held by the same person in which case the Board shall be comprised of the officers and five other persons. 

SECTION 3. 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 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. 

ARTICLE V
The Club Year, Annual Meeting, Elections 

SECTION 1.  Club Year.  The Club’s fiscal year shall begin on the 1st day of July and end on the last day of June.

          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 the month of June at which Officers and Directors for the ensuing year shall be elected by secret written 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 his/her 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.  The two 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. 

 No person may be a candidate in a Club election who has not been nominated.  During the month of February, the Board shall select a Nominating Committee consisting of three members and two alternates, not more than one of whom may be a member of the Board.

The Secretary shall immediately notify the committeemen and alternates of their selection.  The Board shall name a Chairman for the Committee and it shall be his/her duty to call a committee meeting which shall be held on, or before the third week of March.

(a) The Committee shall nominate one candidate for each office and three candidates for the three other positions on the Board, and, after securing the consent of each person so nominated, shall immediately report their nominations to the Secretary in writing.
(b) Upon receipt of the Nominating Committee’s report and at least two weeks prior to the April meeting, the Secretary shall notify each member in writing of the candidates so nominated.
(c) Additional nominations may be made at the April meeting by any member in attendance provided that the person so nominated does not decline when his/her name is proposed, and provided further that if the proposed candidate is not in attendance at this meeting, his nominator shall present to the Secretary a written statement from the proposed candidate signifying his willingness to be a candidate
No person may be a candidate for more than one position.
(d) Nominations cannot be made at the June annual meeting or in any manner other than provided in this Section. 

ARTICLE VI
Committees 

SECTION 1.  The Board may each year appoint standing committees to advance the work of the Club in such matters as specialty 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 have been terminated. 

ARTICLE VII
Discipline 

SECTION 1.  American Kennel Club Suspension.  Any member who is suspended from the privileges of The American Kennel Club automatically shall be suspended from the privileges of this Club for a like period.

SECTION 2.  Charges.  Any member may prefer charges against a member for alleged misconduct prejudicial to the best interests of the Club or the breed.  Written charges with specifications must be filed in duplicate with the Secretary together with a deposit of $10 which 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 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 of a hearing by the Board of not less than 3 weeks but no 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 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 the complainant and defendant, the Board may by a majority vote of those present 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 Board’s recommendation.  Immediately after the Board has reached a decision, it finding shall be put in written form and filed with the Secretary.  The Secretary, in turn, shall notify each of the parties of the Board’s decision and penalty, if any.

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 proceeding may occur at a regular or special meeting of the Club to be held within 60 days but not earlier than 30 days after the date of the Board’s recommendation of expulsion.  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 Board’s findings and recommendations, and shall invite the defendant, if present, to speak in his own behalf if he wishes.  The meeting shall then vote by secret written ballot on the proposed expulsion.  A two-thirds (2/3) vote of those present and voting at a meeting shall be necessary for expulsion.  If expulsion is not so voted, the Board’s suspension shall stand. 

ARTICLE VIII
Amendments 

SECTION 1.  Amendments to the bylaws may be proposed by the Board of Directors or by written petition addressed to the Secretary signed by twenty percent (20%) 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 by-laws may be amended by a two-thirds (2/3) 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. 

ARTICLE IX
Parliamentary Authority 

SECTION 1.  Parliamentary Authority.  The rules contained in the current issue 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 consistent with these by-laws, with the rules and regulations of the CSPCA or AKC and any special rules the Club may adopt. 

ARTICLE X
Dissolution 

SECTION 1.  Dissolution.  The Club may be dissolved at any time by the written consent of not less than two-thirds (2/3) of the members.  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 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 XI
Order of Business 

SECTION 1.  At meetings of the Board, the order of business, so far as the character and nature of the meeting may permit and unless otherwise directed by the majority vote of those present, shall be as follows:

Call to order
Chair’s welcome
Introductions of visitors

Roll call / sign-in sheet
Minutes of last meeting:   Secretary
Financial report:  Treasurer
Correspondence not requiring action
Officer’s reports
Board of Director’s reports
Standing committee reports
Special committee reports
Special orders
Unfinished business and general orders
Correspondence requiring action
New business
Adjournment

SECTION 2.  At general meetings of the Club, the order of business, so far as the character and nature of the meeting may permit and unless otherwise directed by the majority vote of those present, shall be as follows:

Call to order
Chair’s welcome
Introductions of visitors / new members
Roll call / sign-in sheet
Minutes of last meeting:   Secretary
Financial report:  Treasurer
Correspondence not requiring action
Officer’s reports
Board of Director’s reports
Standing committee reports
Special committee reports
Special orders
Election of Officers and Board (at annual meeting)
Election of new members
Unfinished business and general orders
Correspondence requiring action
New business
Adjournment 

This amended Constitution and ByLaws are approved by a membership vote on 13-Sept-2005 (mrv)