Penn-Dutch Great Pyrenees Club
By-Laws

ARTICLE 1

Membership

Section 1. Eligibility. Membership shall be open to all persons, sixteen years of age or older, who are in good standing with the American Kennel Club and who subscribe to the objectives of this Club.

While membership is to be unrestricted as to residence, the Club's primary purpose is to be representative of the Great Pyrenees fanciers, owners, breeders, and exhibitors in Eastern Pennsylvania and immediately adjacent areas not served by an existing organization.

There shall be four types of membership:

(a) Full Membership. Full Members shall be entitled to all rights and privileges: voting, the holding of office, etc., of the Club.

(b) Associate Membership. Associate Membership is intended for those interested persons, not residing in the Club's geographic area, who wish to remain informed of and support the Club's activities. Associate Members shall not have the privileges of voting or of holding office and shall pay dues at a lower rate than that set for Full Members.

(c) Junior Associate Membership. Junior Associate Membership is open to any interested child between 10 and 16 years of age who lives in the same household as a Full or Associate Member. Junior Associate Members shall not have the privileges of voting or of holding office and shall pay dues at a lower rate than that set for Associate Members.

(d) Honorary Life Memberhip. Honorary Life Membership may be granted to individuals who, in the opinion of the Club membership, have made outstanding contributions to the breed. Any Full Member may nominate individuals for Honorary Membership, either by correspondence with the Club Secretary, or at any general Membership Meeting. The nomination must be seconded by another Full Member. Honorary Life Membership status is granted by majority vote of the Full Members in attendance at the Membership Meeting at which the valid nomination is presented. Honorary Life Membership is granted for the life of the individual, or until resignation, and carries all the privileges of Full Membership including voting rights, but Honorary Members are not charged dues.

Section 2. Dues. The yearly dues for Full Members shall be no greater than $20.00. The membership shall establish the dues for all three types of Membership subject to dues, for each succeeding year, at the Annual Meeting. Within 30 days of said meeting, the Treasurer or his or her designee shall send to each member a statement of his/her dues for the ensuing year. Dues shall become payable as of the 1st day of April. Dues shall become delinquent as of the 1st day of June. In no case may a person whose dues are delinquent be entitled to vote.

Section 3. Election to Membership. Each applicant for membership shall apply on a form, approved by the Board of Directors, which shall provide that the applicant agrees to abide by this Constitution and By-Laws and by the rules of the American Kennel Club. The prospective member shall submit the dues payment for the current year with the application. All applications shall be filed with the Secretary or his or her designee.

Each application shall be read at the first Club meeting, published in the first Club newsletter, or included in any other communication which is distributed to the entire membership, whichever comes first, following its receipt. In the event that any member should have an objection to an applicant, he/she should set forth his/her reason in writing and deliver it to the President within 30 days of the above meeting or publication/communication. The objection shall be entertained at the next Club meeting and the applicant accepted only by a /3 affirmative vote of the Full Members present. Applicants who have been rejected may re-apply for membership six months after the rejection. If no objection to the applicant is made, the applicant shall be accepted for membership; effective immediately upon the expiration of the term for objections as provided for above.

Section 4. Termination of Membership. Membership may be terminated:

(a) by resignation. Any member in good standing may resign from the Club upon written notice to the Secretary or his or her designee, but no member may resign when in debt to the Club.

(b) by lapsing. A membership will be considered as lapsed if such member's dues remain unpaid on the 1st of June. However, if a member submits his/her dues, accompanied by a late fee in an amount predetermined by the Board no later than the 1st of August, his/her membership will be reinstated and he/she will be considered a continuous member.

(c) by expulsion. A membership may be terminated by expulsion as provided in Article VI of these by-laws.

Section 5. Reinstatement of Membership. A member whose membership is terminated by resignation or through non-payment of dues may be reinstated if he/she requests such reinstatement and pays all dues, late fees, and other obligations due the Club by the 1st of June of the year subsequent to termination. Once

membership has lapsed for more than one calendar year, the former member must re-apply as specified in Section 3.

ARTICLE II

Meetings and Voting

Section 1. Club Meetings. Meetings of the Club shall be held at least twice yearly in Eastern Pennsylvania at such date, hour and place as shall be determined by the Board of Directors. One meeting shall be designated as the Annual Meeting and shall be held within the first calendar quarter of each year. The Secretary or his or her designee shall mail/e-mail written notice of such meetings to each Club member at least 30 days prior to the date of the meeting. Such notification may be made through the Club newsletter, as long as the publication schedule insures receipt at least 30 days prior to the date of the meeting. The quorum for such meetings shall be 15% of the Full 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 Board of Directors who are present and voting at any regular or special meeting of the Board. Or, Special Club meetings shall be called by the Secretary upon the receipt of a petition requesting such, signed by five members of the Club in good standing. Such special meetings shall be held in Eastern Pennsylvania at such a place, date and hour as may be designated by the person(s) authorized herein to call such a meeting. The Secretary or his or her designee shall mail/e-mail written notice of such a meeting to all Club members at least 15 days prior to the date of the meeting. Said notice shall state the purpose(s) of the meeting and no other Club business may be transacted thereat. The quorum for such a meeting shall be 15% of the Full Members in good standing.

Section 3. Board Meetings. Meetings of the Board of Directors shall be open to all Club members in good standing. At the discretion of the Board, any members may participate in the discussion of (but not vote on) issues before the Board. Said Board of Directors meeting shall be held in conjunction with any regular Club meetings at such a date, hour and place as may be designated by the Board. The Secretary or his or her designee shall mail/e-mail written notice of such meetings to each Club member at least 30 days prior to the date of the meeting. The quorum for such a meeting shall be a majority of the Board.

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 petition signed by at least three members of the Board. Such special meetings shall be held in Eastern Pennsylvania, at such a date, place and hour as may be designated by the person authorized herein to call such a meeting. The Secretary or his or her designee shall mail/e-mail written notice of such meetings to each Club member at least 15 days prior to the date of the meeting. Or, emergency notification shall be made to all Club members by telephone or e-mail at least 7 days prior to the date of the meeting. Any such notice shall state the purpose(s) of the meeting and no other Club business may be transacted thereat. A quorum for such a meeting shall be a majority of the Board.

Section 5. Situations Requiring Immediate Board Action. Should situations arise which require immediate Board action for which there is not sufficient time to call a meeting, the President may consult the Board by e-mail and/or phone and may poll the members on the proposed action required. A quorum for such a situation shall be a majority of the Board, providing that at least two attempts are made to reach each Board member. Any action taken by the Board under this Section shall be communicated to the entire Club membership as soon as is practical and shall be subject to review at the next meeting of the Club membership.

Section 6. Voting. Each Full Member in good standing shall be entitled to one vote at any meeting of the Club at which he/she is present. Absentee voting on agenda items will not be permitted at any Club meeting or election.

Section 7. Notice. Unless otherwise specified, written notice of Club business, including but not limited to, meetings, nominations, and dues, may be transmitted via the Club's newsletter, by e-mail or any other means that reaches all members in a timely manner.

ARTICLE III

Board of Directors

Section 1. The Board shall be composed of the President, Vice-President, Secretary, Treasurer, three Directors-at-Large, and any, if any, Life Director(s), all of whom shall be Full Members in good standing. Except for Life Directors, Board members shall serve two-year terms and no person shall be allowed to serve more than three consecutive terms, or six consecutive years, in any Board capacity, or combination thereof. Additionally, only one member of a household (defined as members having the same mailing address) shall serve on the Board at any time. Board members shall be elected at the Club's Annual Meeting as provided for in Article IV, per the following schedule:

(a) Election for the positions of President, Treasurer and one Director-at-Large shall be held in even numbered years.

(b) Election for the positions of Vice-President, Secretary and two Directors-at-Large shall be held in odd numbered years.

(c) In the event that a Board member, currently serving in an office which is not scheduled for election until the following year, is nominated and elected to a different Board position, the Full Members in attendance at the Annual Meeting shall nominate and elect another member to fill the unexpired term of the vacated office. Vacancies in office for any other reason than that described above shall be filled as per Section 3 of this Article III.

Board members shall assume office immediately upon election. Each retiring member shall turn over to his/her successor all property and records pertaining to his/her former office within 15 days of such a change.

The term of a Life Director shall be for life or until resignation, and may be bestowed upon a member who has made an extremely significant and unique contribution to the Breed and the Club. This position carries full Board rights and responsibilities and does not, should one be so nominated and elected, preclude a Life Director from holding an additional elected office. Nomination and election to a Life Directorship may take place only at an Annual Meeting and requires a affirmative vote of the Full Members present.

It shall be the duty of the Board:

(d) to function as the General Management of the Club's business activities and to keep in constant review thereof;

(e) to concern itself with all matters which may affect the interests or welfare of the Club, form policy, and submit recommendations in connection therewith to the membership for consideration;

(f) to be subordinate to the Club membership. However, due to the length of time which may elapse between Club meetings and in such matters that are accepted policies of the Club, having been so recorded in the minutes, the Board shall have the power to act in accordance with Article II, Section 5 on such matters, not specifically reserved to the membership herein, without consulting the membership. All such actions under this clause shall be reported to the membership at the first succeeding Club meeting, or in the next publication or electronic communication, whichever comes first;

(g) to function as a grievance committee and adopt its own rules of procedure for handling each grievance as a need arises, except as specified under Article VI, Section 1, of these By-Laws.

Section 2. Officers. The Club's officers, consisting of the President, Vice-President, Secretary and Treasurer, shall serve in their respective capacities with regard to both Club and Board meetings. In the case of the inability of the President to preside, succession shall be as listed in the first sentence of this Section.

(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 the 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 or his or her designee 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, keep a roll of the members of the Club and their addresses, and carry out such other duties as are prescribed in these By-Laws.

(d) The Treasurer or his or her designee shall collect and receive all monies due or belonging to the Club. The Treasurer shall deposit all monies received in a bank designated by the Board, in the name of the Club. To the extent possible, the bank chosen will be one that provides extensive records to its customers, including access to cancelled checks. The Treasurer's books shall be open at all times to the inspection of the Board. At every meeting, he/she shall report on the condition of the Club's finances and every item of receipt or payment not before reported. At the Annual Meeting, the Treasurer shall render a written account of all monies received and expended during the current fiscal year. The Treasurer may be bonded in such amount as the Board of Directors may determine. The Auditing Committee shall examine the records of the Treasurer including an income statement, a balance sheet, and all supporting documents (cancelled checks, bank statements, etc.) during the last three months of the Club year, or as requested by the Board of Directors.

Section 3. Vacancies. A vacancy in the office of the President shall be automatically filled by the Vice-President. Except as provided for by Article III, Section 1(c), any other vacancies occurring on the Board or among the officers shall be filled for the unexpired term of office by a majority vote of all the then 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.

Section 4. Attendance. Any officer or director not attending at least one-half of all meetings of the Board over a one year period may have his/her office terminated by a /3 vote of the remainder of the Board.

ARTICLE IV

The Club Year, Nominations, Elections

Section 1. Club Year. The Club's official year shall begin at the opening of the Annual Meeting of the current year and end upon the opening of the Annual Meeting of the following year. The Club's fiscal year shall begin on the 1st day of January and end on the last day of December.

Section 2. Nominations. The Board shall select a Nominating Committee consisting of three members and one alternate, not more than one of whom may be a member of the Board. No member shall serve consecutive terms on this Committee. The Board shall designate a Chairperson of the Committee and it shall be his/her duty to call a Committee meeting to be held on or before November 30th.

(a) The Committee shall nominate at least one candidate for each office scheduled for election at the upcoming Annual Meeting and, after securing the consent of each person so nominated, shall report their nominations to the Secretary in writing.

(b) Upon receipt of the Nominating Committee's report, the Secretary or his or her designee shall mail/e-mail written notice of the nominations to each member at least 30 days prior to the date of the Annual Meeting. Such notification may be made through the Club newsletter, as long as the publication schedule insures receipt at least 30 days prior to the date of the meeting.

(c) Additional nominations may be made at the Annual Meeting by any member in attendance, provided that the person so nominated agrees to be a candidate. It is further provided that if the proposed candidate is not in attendance at this meeting, the proposer shall present to the Secretary a written statement from the proposed candidate signifying his/her willingness to be a candidate.

(d) No person may be a candidate for more than one position. No person may be a candidate who is not nominated and nominations cannot be made in any manner other than as provided in this Section.

Section 3. Elections. Elections shall be conducted by secret written ballot. The nominated candidate receiving the greatest number of votes for each office shall be declared elected.

ARTICLE V

Committees

Section 1. The Board may appoint standing committees to advance the work of the Club in such matters which may well be served by committees. Special committees may also be appointed by the Board to aid it on particular projects. All committees shall always be subject to the final authority of the Board.

(a) The Board shall appoint an Auditing Committee of three members, not more than one of whom may be a member of the Board, prior to the Annual Meeting of each year or as the occasion may arise. This Committee shall examine and certify the accounts and records of the Treasurer at a convenient time between January 1st and the Annual Meeting, or at any other time as may be requested by the Board of Directors.

(b) Committees shall make reports at regular meetings of the Club and, as requested, to the meetings of the Board of Directors.

Section 2. Any committee appointment may be terminated by a majority vote of the Board. Written notice shall be sent to that appointee. The Board may appoint a successor to fill any vacancy.

ARTICLE VI

Discipline

Section 1. American Kennel Club. Any member who is suspended from the privileges of the American Kennel Club and/or the Great Pyrenees Club of America automatically shall be suspended from the privileges of this Club for a like period.

Section 2. Charges. Any member may prefer charges against another member for alleged misconduct prejudicial to the best interests of the Club or the breed. Written charges and specifications must be filed in duplicate with the Secretary, together with a deposit of $10.00, 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 shall present them at a Board Meeting. 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 or the breed. If the Board concludes that the charges do not allege conduct which would be prejudicial to the Club or to the breed, it may refuse to entertain jurisdiction. If the Board entertains jurisdiction of the charges, it shall fix a date of hearing by the Board, not less than 3 weeks nor more than 6 weeks thereafter. The Secretary shall promptly send one copy of the charges to the accused member by certified mail, together with a notice of the hearing and an assurance that the defendant may personally appear in his/her own defense and may bring witnesses if he/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 complainant and defendant, the Board may, by a unanimous 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 the Board deems that punishment insufficient, it may also recommend to the membership that the punishment be expulsion. The suspension shall not affect the defendant's right to appear before his/her 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.

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 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/her own behalf, though no new 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 on his/her own behalf. The meeting shall then vote by secret written ballot on the proposed expulsion. A /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.

ARTICLE VII

Order of Business

Section 1. At meetings of the Club, the order of business so far as the character and nature of the meeting may permit, shall be as follows:

Roll Call

Minutes of the last meeting

Report of the President

Report of the Secretary

Report of the Treasurer

Reports of Committees

Election of Officers and Board (at Annual Meeting)

Election of new members

Unfinished business

New business

Adjournment

Section 2. At meetings of the Board, the order of business, unless otherwise directed by a majority vote of those present, shall be as follows:

Minutes of last meeting

Report of the Secretary

Report of the Treasurer

Reports of Committees

Unfinished business

New business

Adjournment

Section 3. All meetings and procedures not herein provided for shall be governed by Robert's Rules of Order, Newly Revised.

ARTICLE VIII

Ratification and Amendments

Section 1. Amendments to the Constitution and By-Laws may be proposed by the majority of the Board of Directors or by written petition, addressed to the Secretary, and signed by ten percent of the total Full Members in good standing. Amendments proposed by such petition shall be promptly considered by the Board of Directors, and must be submitted by the Secretary or his or her designee, with recommendations of the Board, to the members for a vote within three months of the date when the petition was received by the Secretary.

Section 2. The Constitution and By-Laws may be ratified or amended by a /3 vote of the Full Members present and voting at any regular or special meeting of the Club called for the purpose, provided that 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

Dissolution

Section 1. Dissolution. The Club may be dissolved at any time by the written consent of not less than of the members eligible to vote. In the event of the dissolution of the Club, whether voluntary, involuntary, or by operation of law, none of the property of the Club, nor any proceeds thereof, nor any assets of the Club, shall be distributed to any members of the Club. After payment of the debts of the Club, its remaining property and assets shall be given to a non-profit organization for the benefit of dogs, selected by the Board of Directors.

Ratified: February, 1989.

Amended: 1990, 1991, 1998, 2011


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