THE WOODSTOCK DOG CLUB, INC.
Constitution and Bylaws
2021 Revision Approved by WDC
Article I Names & Objects
The name of the Club shall be: The Woodstock Dog Club, Inc.
The object of the Club shall be:
(a) To further the advancement of all breeds of purebred dogs.
(b) To do all in its power to protect and advance the interests of breeds of purebred dogs and to encourage sportsmanlike competition at dog shows, obedience trials and all other purebred dog events.
(c) To conduct Sanctioned Matches, Conformation Shows, Performance events, and other AKC sanctioned events for which the club is eligible under the rules and regulations of the American Kennel Club.
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.
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 I Membership
Eligibility. There shall be five types of membership open to all persons 18 years of age and older who are in good standing with the American Kennel Club and who subscribe to the purpose of this Club.
While membership is to be unrestricted as to residence, the Club's primary purpose is to be representative of the breeders and exhibitors in its immediate area.
(1) Regular membership: Regular memberships enjoy all the privileges of the club including the right to vote and hold office.
(2) Family membership: Family memberships enjoy all the privileges of the club including the right to vote and hold office. Family membership is open to two adults residing in the same household.
(3) Junior membership: Junior memberships enjoy all the privileges of regular membership except that they may not vote or hold office. Junior membership is for persons between the ages of 9 and 17 years old. Junior membership may automatically convert to Regular membership at age 18.
(4) Life and Honorary membership definitions:
Honorary: An individual who has made significant contributions to the Club; Honorary members do not enjoy voting or office holding privileges.
Life: Those individuals who have been members for a long period of time (usually 20+ years); Life member are not eligible to vote and hold office.
Honorary and Lifetime members must be approved by the Board. Honorary member may maintain Regular membership if they pay dues.
Dues. Membership dues shall be set by the Board and presented and ratified by a a vote of the membership at the May meeting. The proposed amount will be stated in the notice for the October Annual Meeting. Current dues are:
(1) $25 for Regular membership
(2) $35 for Family membership
(3) $20 for Junior membership
(4) Life and Honorary members do not pay dues
Dues are payable on or before the start of the fiscal year, which is the first day of November each year. No member may vote whose dues are not paid for the current year. Within five days of the October meeting the Treasurer shall email to each member a statement of dues for the ensuing year.
Elections to Membership. Each applicant for membership shall apply on a form as approved by the Board of Directors and which shall provide that the applicant agrees to this constitution and by-laws and the rules of the American Kennel Club. The application shall state the name, address, and occupation of the applicant and it shall carry the endorsement of two members in good standing. Accompanying the application, the prospective member shall submit dues payment for current year.
All applications are to be filed with the Corresponding Secretary. At the next meeting notice shall carry the names of all new applicants for membership. These names will be read at the first meeting following receipt of the application. If after fifteen (15) days no written objections are filed with the Club President, the applicants shall be notified in writing by the Secretary of their acceptance for membership.
If a written objection is received, the Board will review the application and report at next members meeting, following receipt of such objection at which time the application shall be voted upon. An affirmative vote of 3/4 of the members present and voting by secret ballot shall be required to elect the applicant to membership. Applicants for membership who have been rejected by the Club may not re-apply within six (6) months after such rejection.
Termination of Membership. Membership may be terminated under the following:
(a) By 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.
(b) By lapsing. A membership will be considered as lapsed and automatically terminated if such members' dues remain unpaid 60 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. A late fee may be set by the Board. In no case may a person be entitled to vote at any Club meetings whose dues are unpaid as of that meeting.
(c) By expulsion. A membership may be terminated by expulsion as provided in Article VI of these by-laws.
Article II Meetings and Voting
Club Meetings. Meetings of the Club including the Annual Meeting shall be held in the greater Woodstock area. Regular club meetings shall be held at least six times per year at such hour and-place as may be designated by the Board of Directors. Written notice of each such meeting shall be sent by regular mail and/or email by the Secretary at least 10 days prior to the date of the meeting. Meetings may be in person or by electronic or teleconference or video conference according to Vermont statute. The quorum of such meetings shall be 20% of the members in good standing. The Annual Meeting shall be held in October with the same written notice as regular club meetings.
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 any petition signed by five members of the Club who are in good standing. Such special meetings shall be held in the greater Woodstock area at such place, date, and hour as may be designated by the Secretary. Written notice of such meeting shall be mailed or emailed by the Secretary at least 5 days and not more than 20 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. Meetings may be in person or by electronic or telephone conference call or video conference according to Vermont statute. The quorum for such a meeting shall be 20% of the members in good standing.
Board Meetings. Meetings of the Board of Directors shall be held a minimum of 6 times per year in the greater Woodstock area or by electronic or teleconference or video conference or telephone conference call at such hour and place as may be designated by the Board. Written notice of each such meeting shall be mailed or emailed by the Secretary at least 5 days prior to the date of the meeting. The quorum of such a meeting shall be a majority of the Board.
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 Woodstock area or by electronic or tele phone conference call or video conference at such place, date and hour as may be designated by the person authorized herein to call such a meeting. Written notice of such meetings shall be mailed or emailed by the Secretary 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. A quorum for such meeting shall be a majority of the Board.
Voting. Each member in good standing whose dues are paid for the current year shall be entitled to one vote at any meeting of the Club at which he or she is present. Vermont non-profit statute permits voting by electronic transmission. Proxy voting will not be permitted at any Club meeting or election.
Article III Directors and Officers
Board of Directors. The Board shall be comprised of the officers and four other persons, all of whom shall be members in good standing. All Board members shall be elected for two (2) year terms; two (2) to be elected in even years and two (2) to be elected in odd years at the Club's annual meeting as provided in Article IV and shall serve until their successors are elected. General management of the Club's affairs shall be entrusted to the Board of Directors
Officers. The club's officers, consisting of the President, Vice President, Secretary, (Corresponding & Recording), AKC Delegate 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 appurtenant to the office of President in addition to those particularly specified in these bylaws.
(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 Corresponding Secretary 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, which shall be sent to any member in good standing, upon written request, not more than once every club year, and carry out such other duties as are prescribed in these bylaws.
(d) The Recording Secretary shall keep a record of all meetings of the Club and of the matters of which a record shall be ordered by the Club.
(e) The Treasurer shall collect and receive all moneys due or belonging to the club. Moneys shall be deposited in a bank designated by the board, in the name of the club. The books shall at all times be open to inspection by the Board and a report shall be given at every meeting on the condition of the club's finances and every item of receipt or payment not before reported; and at the annual meeting an accounting shall be rendered of all moneys received and expended· during the previous fiscal year. The books of the Treasurer shall be audited periodically by a competent accountant or an audit committee of club members selected by the Board of Directors. The treasurer shall be bonded in such amount as the board of directors shall determine.
(f). The offices of Corresponding Secretary and Recording Secretary may be held by the same person, in which case the Board shall be comprised of one less person.
(g) The AKC Delegate is a voting officer. The Delegate shall attend AKC Delegate meetings as directed by the Board and shall keep the club informed of all pertinent AKC business. The Delegate will vote as directed by the membership on all proposed amendment to the constitution and bylaws.
Vacancies, Any vacancies occurring on the Board or among the offices 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 IV Club Year, Annual Meeting, and Elections.
Club Year. The Club's fiscal year shall begin on the first day of November and end on the thirty-first day of October.
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.
Annual Meeting. The annual meeting shall be held in the month of October at which time the Officers, Delegate to the American Kennel Club and Directors for the ensuing year shall be elected by secret printed ballot from among those nominated in accordance with Section 4 of this article. Those elected shall take office immediately upon the conclusion of the election and each retiring officer shall turn over to his successor in office all properties and records relating to that office within thirty (30) days after the election.
Elections. The nominated candidate receiving the greatest number of votes for each position shall be declared elected.
Nominations. No person may be candidate in a Club election who has not been nominated. The Board will select the Nominating Committee by July 15. The Nominating Committee will consist of three members and two alternates not more than one of whom shall 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 duty to call a committee meeting on or before August 1.
(a) The Committee shall nominate one candidate for each office. The AKC Delegate, who may but need not be an officer or director of the Club, and candidates for the other positions of 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 the Secretary shall notify in writing each Club member at least two weeks before the September Meeting of the candidates so nominated.
(c) Additional nominations may be made at the September meeting by any member in attendance provided that the person so nominated does not decline when his name is proposed, and provided further that if the proposed candidate is not in attendance at this meeting, his proposer shall present to the Secretary a written statement from the proposed candidate signifying his willingness to be a candidate.
Except for the position of Delegate, no person may be a candidate for more than one position, and the additional nominations which are provided herein may be made only from among those members who have not accepted a nomination by the Nominating Committee.
(d) The Secretary shall notify the Club members of the full slate of nominees to be voted upon at the Annual Meeting held in October by mail and/or email at least 10 days before the meeting’ by September 15th.
(e) Nominations cannot be made at the annual meeting or in any manner other than as provided in this section.
Article V Committees
The Board each year may appoint standing committees to advance the work of the Club in such matters as Events, Membership and Member Outreach, Finance, Trophies and Annual Prizes/Donations and Social Media 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.
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
American Kennel Club Suspensions. Any member who is suspended from any of the privileges of the American Kennel Club shall automatically be suspended from privileges of the Club for a like period.
Charges. Any member may prefer charges against a member for alleged misconduct prejudicial to the best interests of the Club. Written charges with specifications must be filed in duplicate with the Secretary together with a deposit of $25 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 that 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 not less than 3 weeks or more 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.
Board Hearing. The Board shall have complete authority to decide whether counsel may attend the hearing, but both complainant and defendant shall be treated uniformly in that regard. Should the charges be sustained, after hearing all the evidence and testimony presented by complainant and defendant, the Board may by majority vote of those present reprimand or suspend the defendant from all privileges of the Club for not more than six months from the date of the hearing.
If it deems that punishment insufficient, it may also recommend to the membership that 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, its findings 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.
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 proceedings 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 the recommendation, and shalt invite the defendant, if present, to speak in his or her own behalf if he or her so wishes. The meeting shall then vote by secret written 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.
Amendments to the Constitution and bylaws may be proposed to the Board of Directors or by written petition addressed to the Secretary signed by 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 to the Secretary for a vote within three months of the date when the petition was received by the Secretary.
The Constitution and bylaws may be amended by a 2/3 secret vote of the members in good standing 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 or emailed to each member at least two weeks prior to the date of the meeting.
No amendment to the constitution and bylaws that is adopted by the Club shall become effective until it has been approved by the Board of Directors of the American Kennel Club.
Article VIII Dissolution
Dissolution. The Club may be dissolved at any time by the written consent of not less than 2/3 of the members in good standing. In the event of dissolution of the Club, whether voluntary or involuntary operation of law, none of the property of the Club nor any proceeds thereof: nor any assets of the Club shall be distributed to any members of the Club, but after payment of the debts of the Club its property and assets shall be given to charitable organizations for the benefit of dogs selected by the Board of Directors.
Article IX Order of Business
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:
Minutes of the last meeting
Reports of committees
Election of officers and board (at annual meeting.)
Election of new members
AKC Delegate report
At meetings of the Board, the order of business, unless otherwise directed by majority vote of those present, shall be as follows:
Reading the minutes of the last meeting
Report of committees
Article X Parliamentary Authority
Section 1. The rules contained in the current edition of "Robert's Rules of order, Newly Revised," shall, govern the club in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any other special rules of order the club may adopt.