BYLAWS
OF
WILD
WILD WEST AUSTRALIAN SHEPHERD CLUB
Article l
General
Provisions
Section 1.1
Identification. The name of
this organization is Wild Wild West Australian Shepherd Club (hereinafter
referred to as the “Club”). The Club is an official affiliated club of the
Australian Shepherd Club of America, Inc. (hereinafter referred to as “ASCA”),
and shall not affiliate with any other dog club or registry.
Section 1.2 Address.
The business/mailing address of the Club at the time of adoption
of these Bylaws is:
Wild Wild West Australian Shepherd Club
45 Road 2 BE
Cody, WY 82414
Email: woofydog@msn.com
The business address of the Club may be changed at any
time by a vote of the Board of Directors.
Section 1.3 Non-Profit
Status. The club shall not
be conducted or operated for profit. No part of any profit or remainder or
residue from dues or donations to the Club shall inure to the benefit of any
member.
1.3.1
The club may not engage in any form of discrimination which
adversely affects ASCA’s tax-exempt status under the Internal Revenue Code
Section 501 (c)(7)
.
Section 1.4 ASCA
Trademark and the like. The
Club or its members may not use the names, logos, trademarks and service marks
of ASCA unless authorized by ASCA.
Section 1.5 Objectives. The
objectives of the Club are:
1.5.1
To promote the breeding of purebred Australian Shepherds in such a
manner as to bring their natural qualities to the highest degree attainable. It
shall strive to educate and assist all owners of the breed to improve their
knowledge of the breed and its history.
1.5.2
To protect and advance the interest of the Australian Shepherd
breed and to encourage ethical breeding practices and sportsmanlike competition
at all dog shows and trials.
1.5.3
To conduct and focus primarily on stockdog trials but may also
conduct conformation, obedience, agility, or tracking trials or shows, and other
events under the rules and regulations of ASCA.
1.5.4
To encourage all breeders to accept the breed standard adopted by
ASCA as the only standard of excellence by which the breed shall be judged.
“ROBERTS
RULES OF ORDER” shall govern any matter of procedure not addressed by these
Bylaws, unless the Board of Directors establishes another order of procedure.
MEMBERSHIP
3.1.1
Membership shall be open to all persons who are in good standing
with the Australian Shepherd Club of America, Inc. and the Wild Wild West
Australian Shepherd Club, and who shall subscribe and adhere to the principles
and objectives of this Club. Persons who are currently suspended or expelled
from ASCA may not join this Club until they are reinstated in ASCA. Membership
shall be unrestricted as to race, color, creed, or sex, and ownership of an
Australian Shepherd shall not be a requirement of membership.
3.1.2
Each applicant for membership shall apply on a form approved by
the Club. The form shall provide that the applicant agrees to abide by the
Constitution, Bylaws, Rules, Policies, Regulations, Code of Ethics, and Rules
for Resolution of Disputes of both ASCA and the Club. Dues shall accompany the
application.
3.1.3
Any person who renews membership is deemed to have consented to
all current terms of the Constitution, Bylaws, Rules, Policies, Procedures, and
Rules for Resolution of Disputes of both ASCA and the Club.
3.2.1
Individual Membership-- which shall be, open to any individual
meeting eligibility requirements, and shall have one vote.
3.2.2
Family Membership--which shall be open to any person and the
resident members of their immediate family household who meet eligibility
requirements. Voting memberships shall be vested in members of the family who
are 18 years or older, and junior non-voting memberships shall be vested in
members of the family who are younger than 18.
3.2.3
Junior Non-Voting Membership--shall be open to anyone under age 18
and not living with a Club member.
3.2.4
Supporting/Non-Voting--which shall be open to any
individual over age 18 meeting eligibility requirements, and shall not be
entitled to a vote, to serve on the Board, or act as Show Secretary or Show
Coordinator. Supporting/Non-Voting members shall receive all mailings of the
Club.
3.2.5
Membership in the Club is not transferable.
Section 3.3
Election to Membership Procedures. The Board of Directors admits
an applicant to the membership only upon election.
Section 3.4
Dues. Annual dues of an amount determined by the Board shall be
payable on each January 1st. Dues shall be determined by the
financial needs of the Club and will be changed upon reasonable notification to
members.
Section 3.5
Termination of Membership.
3.5.1
By Resignation: Any
member may, by written request, resign from membership in the Club. Dues will
not be refunded.
3.5.2
By Lapsing: Any
member whose dues remain unpaid by February
1st of any fiscal year will be considered lapsed in membership.
3.5.3
By Suspension, Expulsion: Any
member who is disciplined by ASCA is deemed disciplined to the same extent by
the Club. Any member may be terminated by expulsion as provided in Article X111
of these Bylaws.
3.5.4
Expulsion Reinstatement: Upon
re-application of a former member and filed with the Secretary, the Affiliate
Board of Directors may, by affirmative vote of two-thirds of the members of the
Board, reinstate such former member to membership in the Club on such terms as
the Board deems appropriate. The former member submitting this reinstatement
application must be in good standing with ASCA.
Section 3.6
Good Standing. A member in good standing is considered to be in good
standing if they are in compliance with all the rules and regulations of ASCA
and its affiliates and conduct themselves so as to advance the interests of the
Club and the breed. As examples, a member is not in good standing if they have
not paid dues when assessed or if they are presently under discipline imposed by
ASCA or an Affiliate.
The Club’s official year shall begin immediately upon
installation of its elected officers and end upon their termination of office.
Section 4.2
Membership Meetings.
4.2.1
One or more general meetings shall be held annually with the dates
to be determined by the Board. Members shall be notified of all meetings not
less than 15 days prior to the selected date. A quorum is 25% of the members in
good standing. A majority vote rules.
4.2.2
The Board shall meet not less than four times yearly to conduct
business of the Club. The President may call special meetings of the Board at
any time, with 15 days notice to the members of the Board.
4.2.2.1
A quorum shall consist of a majority of the Directors. The
presence of a quorum is necessary for all voting. Unless otherwise specified in
these Bylaws, the Board of Directors by a simple majority of those directors
present to vote may pass any matter.
4.2.2.2
All meetings of the Board of Directors may be attended by the
general membership except when it is considering matters of discipline; only
members of the Board and the person whose conduct is in question may be present.
4.2.3
Special meetings of the general membership may be requested in writing and signed by 25% of the general membership
in good standing. A special meeting may only be requested by written petition to
the Board of Directors. The petition must be given to the Board at least 30 days
before the desired special meeting. The secretary shall provide notice to the
general members by telephone, fax, email, or mail 15 days before the meeting.
Section 4.3
Voting By Ballot. Voting
by balloting of the entire membership may be permitted in special cases as
determined by these Bylaws. In cases of voting by balloting of the membership, a
majority of 51% of the total Club membership roll shall be required to carry a
decision. Should such balloting fail to elicit sufficient response from the
membership to effect a decision, the question shall be brought before the
membership present at the next general meeting of the Club and voted upon at
that time. A majority of those in attendance shall then be considered sufficient
to effect all decisions of the Club.
THE
BOARD
The
Board of Directors shall manage the affairs of the Club.
Section 5.1 The Board shall
consist of all officers of the Club and two Directors
elected from the general membership. One Board member will originally serve a
2-year term and one Board member will serve a 1-year term. This will allow the
Club to vote on one Board member every year. The Board will decide who will have
a two-year term and a one-year term when the club is formed. Board members shall
be expected to attend a majority of meetings of the Board to affect the duties
of their office.
Section 5.2
The new Board shall assume office immediately after the meeting at
which they were elected. In the case of disputed elections, the former Board
shall serve until the dispute is resolved. The new Board shall assume office
immediately after a disputed election is resolved.
Section 5.3
The Board shall be vested with
general management and supervision of all Club business and affairs, and
it shall be empowered to appoint such committees as may be deemed necessary to
advance the work of the Club. All committees and each of their members shall be
subject to the authority of the Board, and may be terminated or replaced by the
Board at any time.
5.4.1 Any three members, not of the same
household, or the President, may petition the Secretary in writing to
hold a balloting of the membership to rescind any Board decision alleged not to
be in the best interest of the Club. The Secretary shall notify the membership
for a decision on the issue, and a general membership meeting shall be called
not less than 30 days following the mailing of ballots to decide upon the issue.
The
officers of the Club shall consist of the President, Vice President, Secretary,
Treasurer, and Affiliate Representative. All
officers must be members in good standing of ASCA. Persons who are currently
suspended or expelled from ASCA may not run for office in this Club until they
are reinstated in ASCA.
Section 6.1 President:
Who shall preside over all meetings, chairs the Board, and exercise supervision
over all affairs and activities of the Club. He/She shall be a member ex officio
of all committees, and shall have all powers and duties normally appropriate to
this office. Refer to Roberts Rules Of Order for the President’s voting
privilege.
Section 6.2 Vice
President: Who shall assume the duties of the President during his/her
absence, illness or incapacity. In the event of the resignation or death of the
President, the Vice President shall assume the office of the President for the
remainder of his/her term of office, and a replacement for the Vice President
shall be appointed by the Board for a like term of office.
Section 6.3 Secretary: Who
shall keep all records of the Club, record the minutes of all Board and general
membership meetings, give notice to all members as may be required, and maintain
all correspondence for the Club. The secretary shall maintain within reach at
all meetings, copies of Bylaws, special rules of order and standing rules. The
secretary shall keep the Membership Roster. The Secretary shall notify Officers
and Directors of their election to office.
Section 6.4 Treasurer:
Who shall be entrusted with all financial records and moneys of the Club, shall
collect dues and pay debts of the Club, and keep accurate records of all
transactions under his/her supervision. The President must approve expenditures
of amounts in excess of $99.00. All funds shall be deposited in a bank
designated by the Board, and he/she may be bonded, at the discretion of the
Board, for an amount not to exceed the balance of funds in the Club treasury.
His/her books shall be open to inspection of the Board at all times, and he/she
shall report the status of the Club’s finances at each general membership
meeting and at the closing of the fiscal year, shall render a written report of
the previous years accounts to the general membership at its next meeting (or
annual meeting). The Treasurer has the duty of a fiduciary to the Club. Checks
may not be countersigned in blank; all checks must be completely filled in prior
to signature of Treasurer and applicable officer. The Treasure shall bill all
members for their annual dues in the month of November with a remittance
deadline of December 31st. The Treasurer shall notify the Board at
its first regularly scheduled meeting of the new fiscal year of those members
who are delinquent in their dues and thereby not in good standing with the Club.
Section 6.5 Affiliate
Representative: Who shall be the Club liaison representative to ASCA, and
be empowered to represent the Club at its Board in all business and
correspondence with ASCA and its affiliates. However, all activities of the
Affiliate Representative shall be subject to prior approval of the President
and/or Board. He/she shall give report of all activities of and communications
with ASCA at each general membership meeting, and he/she shall communicate all
impending matters with the Board and/or the President as they arise. The
Affiliate Representative is responsible for distributing all ASCA business to
the Club.
Section 6.6 Any vacancies
occurring on the Board or among the Officers of the Club shall be filled
until completion of that term of office by a majority vote of the Board at its
next regular meting following the creation of the vacancy; except for the office
of President as provided in these Bylaws. Any member of the Board or Officer of
the Club who is absent from more than half of the Club meetings shall have
resigned by reason of absence.
Section 6.7 Show
Coordinators: whom the Board of Directors shall appoint. The Show Coordinator is the liaison between the Club and the
ASCA show office. Show Coordinators sign and are responsible for all paperwork
pertaining to sanctioning of all ASCA show/trial programs.
Section 6.8 Club Records:
Each officer is responsible for maintaining records appropriate to the
Officer’s Club business. Records must be maintained in a form easily readable,
transportable and maintainable by anyone qualified for the office. All records
kept of whatever nature or form is the property of the Club. Each Officer is
responsible for transferring the Club’s records to his/her successor within 14
days following an election. Either the outgoing or incoming Officers’
unexcused failure to affect this transfer automatically removes that person from
good standing. If the incoming Officer is the person preventing the transfer,
the outgoing Officer will continue in office until the transfer is completed.
Section 6.9 Removal of a
Director: A Director may be removed from office only upon an affirmative
vote of a majority of other Directors or upon two-thirds majority vote of the
general membership. The Director sought to be removed may not vote for this
purpose. A Director may be removed from office only for cause.
ARTICLE
Vll
LIABILITY
OF MEMBERS
Section 7.1
Personal Liability.
7.1.1. Except for payment of dues, no Director, Officer, or member
shall be personally liable for any past or present debt or obligations of the
Club.
7.1.2. A member may not incur debt
for the Club without approval of the Board of Directors. Such a person is
personally liable for the debt. However, the Board of Directors may ratify such
a debt by a simple majority of those Directors present to vote at any meeting of
the Board of Directors.
7.1.3. No person
shall use the name, mailing list, or official insignia of the Club for other
than Club purposes.
ARTICLE
Vlll
ANNUAL
MEETING
Section 8.1 An
annual meeting may be called by the President and Board as concurrent as
possible with the election of new Officers every year. Normal conduct of this
meeting shall include a report by the President on the activities of the
Club’s past year, a report by the Secretary on the growth of the Club, a
report of the Club’s financial status by the Treasure. A report by the
Affiliate Representative on ASCA affairs, a report by outstanding committee
heads as directed by the President, installation of the Club officers, and the
presentation of Club awards, if applicable.
ARTICLE
lX
NOMINATIONS
AND ELECTIONS
Nominations and elections
are to be scheduled so the new slate of officers are installed before the
Affiliate renewals are due back to the ASCA Business office on Jan 1st.
Note: With the new officers on the renewal form, the listing of all
Affiliate Clubs at the Business office and in the Aussie Times will be correct
as of Jan 1st. Any change of officers during the year must be sent to
the ASCA Business office within 30 days of the change.)
Section 9.1 On or
before the 1st day September, yearly the President shall appoint a
nominating committee which shall propose and present a slate of nominees for
election to all officers of the Club and it’s Board. The Nominating Committee
shall consist of 3 members in good standing, one of which must be a member of
the Board. The President may not serve on the Nominating Committee. The
Nominating Committee shall select it’s own Chairman. Said slate of nominees
shall be presented to the Board no later than the 1st day of October.
9.1.1 No member whose dues are not
paid may be a nominee.
9.1.2 No member who has not
consented to nomination may be a nominee.
9.1.3 No member who has been suspended or expelled from ASCA may
be a nominee.
Section 9.2 During the
month of October a general membership meeting shall be called to present the
Officer/Board nominee slate, as selected by the Nominating Committee, to the
membership; or notice thereof shall be presented to the membership by mail.
Additional nominations shall be solicited from the membership from the floor, or
by mail, at this time. All additional nominees must consent to nomination on or
before November 1st or the annual meeting to qualify for such
nomination.
Section 9.3 Elections
shall be held during the month of November and shall be conducted by mail.
Voting ballots shall be sent to all voting members on or before the 15th
of November and voting will cease by the 15th of December. Election
of the nominees shall be affected by a majority vote of the ballots received by
the close of voting date, as single exception to Article lll, Section 3 of these
Bylaws. Elected candidates shall assume the duties of Office on or before the 1st
of January. Write in candidates shall not be allowed in balloting. The agenda
may also include other issues, which the Board wishes to submit to a vote of the
members. (See Article Xl Section 11.2)
Section 9.4 Nominations
and elections cannot be made in any other manner other than provided herein.
ARTICLE
X
CONTRACT,
CHECKS, DEPOSITS, AND FUNDS
Section 10.1 All
financial accounts shall be in the name and to the credit of the Wild Wild West
Australian Shepherd Club. The accounts shall be maintained in a federally
insured institution located in the county where the Club conducts all or a
majority of its business.
Section 10.2 All
disbursements shall be made by check signed by the Treasurer and one other Board
member. All checks must be completed in full prior to signature and no checks
may be countersigned in blank by any Officer.
Section 10.3 The
Board of Directors may authorize one of more Officers of the Club to enter into
any contract or execute and deliver any instrument in the name of and on behalf
of the Club, and such authority may be general or confined to specific
instances.
Section 10.4 All
funds of the Club shall be deposited in a timely manner to the credit of the
Club in the accounts specified in Section 10.1.
ARTICLE
Xl
CREATION
AND TERMINATION OF COMMITTEES
Section 11.1 Subject
to approval of the Board of Directors, the President may appoint permanent or
temporary committees to advance the work of the Club.
Section 11.2 A
committee may be terminated by an affirmative majority vote of the Board of
Directors.
ARTICLE
Xll
AMENDMENTS
TO THE BYLAWS
Section 12.1 Amendments
to the Bylaws may only be accomplished by a vote of the membership of the Club.
Amendments may be proposed by the Board of Directors or by written petition
signed by twenty percent of the members of the Club in good standing and
addressed to the Secretary.
Section 12.2 Amendments
must be submitted to a vote of the members within three months of any meeting of
the Board of Directors in which the amendments were considered. Amendments
proposed by petition must be accompanied by recommendations of the Board of
Directors when published in the agenda for the election. See Article lX, Section
9.3.
Section 12.3
Proposed Amendments to these Bylaws must be approved by ASCA before a final vote
on these amendments is initiated. Proposed changes to these Bylaws must be
submitted to the ASCA Board with the old wording followed by the new wording.
ARTICLE
Xlll
DISPUTES
AND DISCIPLINE
Section 13.1 Disputes
between Club members, between a member and the Club or involving non-members and
pertaining to Club affairs or a Club-sanctioned event, shall be decided in
accordance with the Dispute Rules as adopted by ASCA. Any discipline or
sanctions issued or administered by the Club shall be in conformity with such
rules.
Section 13.2 Any
member who is suspended from the privileges of the Australian Shepherd Club of
America, Inc. automatically shall be suspended from the privileges of the Club
for a like period.
Section 13.3 Members
of the Club and non-members participants in the Club activities must agree to
abide by all rules and procedures adopted by ASCA and those adopted by the Club.
Forms for application for membership and for participation in Club activities
shall so state. Such rules and procedures include, but are not limited to, these
Bylaws, ASCA’s Bylaws, the ASCA Show, Obedience and Stock Dog Rules and
Regulations and ASCA’s Dispute Rules.
Section 13.4 All
members shall be expected to conduct themselves in a manner which shall uphold
the principles of the Club as stated in the constitution, and may, by actions
contrary to it’s ideas, be subject to disciplinary action of the Board.
ARTICLE
XlV
DISSOLUTION
The
Club may be dissolved at any time, by written consent of at least three-fourths
of the members in good standing.
Section 14.1 In
the event of dissolution, whether by voluntary means, involuntary means, or by
operation of law, none of the property, funds, assets, or proceeds thereof shall
be distributed to any member of the Club unless such distribution is to
discharge an undisputed and properly documented obligation of the Club to the
member. All remaining Club property, funds, assets, or proceeds thereof must be
donated to a benevolent animal organization or as a donation for the ASCA
National Specialty or the Aussie Rescue fund as directed by the Board of
Directors.
Section 14.2 Funds
that are subject to dispute involving the Club will be deposited in the ASCA
Dispute Funds Trust. At resolution of the dispute, the amount in dispute will
either be disbursed to the appropriate claimant or transferred to the Aussie
Rescue Fund or the ASCA National Specialty Fund in the name of the dissolving
Club.
Section 14.3
Written notification of the dissolution must be given to ASCA before the
effective date.
(SEE ATTACHED
ASCA REQUIRED ADDENDUM TO AFFILIATE CLUB BYLAWS)
These Bylaws, together with the ASCA Required Addendum
to Affiliate Club Bylaws, have been officially approved by the Board of
Directors of this Club and general membership as evidenced in the Club minutes
and attested to by the Club Secretary.
ATTEST:
________________________________________
President
____________________________________________________________________________
Secretary Date