CONSTITUTION AND BY-LAWS
HEART OF TEXAS GREAT DANE CLUB INCORPORATED (A Non-Profit Corporation)
SECTION 1. The name of the Club shall be HEART OF TEXAS GREAT DANE CLUB, INC.
subject, however, to approval by the American Kennel Club.
SECTION 2. The objects of the Club shall be:
(a) to encourage and promote quality in the breeding of purebred Great Danes 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 American Kennel Club as the only standard of excellence by which Great Danes 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 and Regulations of the American Kennel Club.
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 of 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.
MEMBERSHIP SECTION 1. Eligibility. There may be three classes of membership open to persons in good standing with the American Kennel Club who subscribe to the purposes of this Club, provided such person(s) or any member of their immediate family owns or has owned a Great Dane.
(1) Regular Members. Any person eighteen years of age or older in good standing with the American Kennel Club may make application for regular membership in this Club, provided he, or any member of his immediate family, owns or has owned a Great Dane and the applicant is interested in the welfare and advancement of the breed. Regular members are entitled to vote and to hold office.
(2) Junior Members. Any person between the ages of fifteen and seventeen years of age inclusive, in good standing with the American Kennel Club may make application for junior membership in this Club provided he, or any member of his immediate family, owns or has owned a Great Dane, and the applicant is interested in the welfare and advancement of the breed. Junior members are not entitled to vote or hold office.
(3) Honorary Members. Honorary membership may be conferred only upon a person who has rendered a distinctly valuable service to the Club or the breed. Honorary members shall be exempt from dues and initiation fee, and shall enjoy all the privileges of the Club except that they may not vote or hold office. Upon the recommendation of the Board of Directors honorary membership may be conferred by a vote of two-thirds (2/3) of the regular members present and voting at any regular meeting or any special meeting called for such purpose. A member so honored may maintain active (regular) membership status by paying the appropriate yearly dues. While membership is unrestricted as to residence, the Club’s primary purpose is to be representative of breeders and exhibitors in the immediate area.
SECTION 2. Dues
Membership dues for regular members shall not exceed $15.00 per person per year and not exceed $25.00 per couple per year. Dues for junior membership shall not exceed $10.00 per year. Dues are payable on or before the first day of January of each year. No member may vote whose dues are not paid for the current year. During the month of November, the Treasurer shall send to each member a statement of his dues for the ensuing year.
SECTION 3. Election to Membership
Each applicant for membership shall attend as a guest, two (2) meetings within a six (6) month period prior to making formal application for membership and must apply on a form as approved by the Board of Directors and which shall provide that the applicant agrees to abide by this constitution, by-laws, rules of this Club 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. The application shall be accompanied by an application fee of $5.00 together with the dues required 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. Simultaneously the Board of Directors shall send the names and addresses of the applicant(s) and their sponsors to the Secretary who shall publish same, as speedily as possible, in the monthly bulletin. At the next Club meeting following publication, the application will be voted upon and affirmative votes of 2/3 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 (6) months after such rejection.
MEETINGS AND VOTING
SECTION 1. Club Meetings. Meetings of the Club shall be held within the Greater Austin Area on the 1st Tuesday of each month, at such hour and place as may be designated by the Board of Directors. In the event that the regular meeting date should fall on a legal holiday, the meeting may be held on the day preceding or the day following the regular meeting date or at such other date as may be determined by the Board of Directors. Written notice of each such meeting shall be mailed by the Secretary at least 10 days prior to the date of the meeting. The quorum for such meetings shall be 20% of the members in good standing. The July and August meetings. may be held at the option of the Club. however, at least 2 weeks advance written notice must be mailed to all club members regarding this option.
SECTION 2. Special Club Meeting. 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 Austin Area at such place, date, and hour as may be designated by the Board of Directors. Written notice of such meeting shall be mailed by the Secretary at least five (5) 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 a meeting shall be 20% of the members in good standing.
SECTION 3. Board Meetings. Meetings of the Board of Directors shall be held within the Greater Austin Area in such place and at such time as the Board may from time to time determine. A minimum of six (6) meetings per year shall be held 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. 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; and shall be called by the Secretary upon receipt of a written request signed by at least three (3) members of the Board. Such special meetings shall be held within the Greater Austin 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 five (5) days and not more than ten (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 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 (1) vote at any meeting of the Club at which he is present. Proxy voting will not be permitted at any club meeting or election.
SECTION 6. 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.
(b) by lapsing. Any membership will be considered as lapsed and automatically terminated if such member’s dues remain unpaid 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 VI of these by-laws.
DIRECTORS AND OFFICERS
SECTION 1. Board of Directors. The Board of Directors shall be comprised of the officers of the Club including the delegate to the Great Dane Club of America and 3 other members to be elected by the members at the annual meeting as hereinafter provided. At the Annual meeting each year, one (1) member shall be elected for a period of one (1) year, one (1) member shall be elected for a period of two (2) years, and one (1) member shall be elected for a period of three (3) years. At the annual meeting each year and at each annual meeting thereafter, there shall be elected to the Board one (1) member to serve for a term of three (3) years. The present members of the Board of Directors shall continue in office until the annual meeting. The Board of Directors shall have the general management of Club affairs and in accordance with all agreements and understandings between the Club and the Great Dane Club of America. In the management and control of the property and affairs of the Club, the Board of Directors is hereby vested with all the powers possessed by the Club itself so far as this delegation of authority is not inconsistent with the laws of the State of Texas, with the charter of the Club, or with these by-laws and its agreements with the Great Dane Club of America.
SECTION 2. Officers. The Officers of the Club shall be a President, a Vice President, Secretary (s), a Treasurer, and a Delegate to the Great Dane Club of America. Each officer shall be a regular member and shall be elected annually by the regular members from among their own number by written ballot at the annual meeting of the members of the Club, and shall hold office for a period of one (1) year or until their successors are duly elected with the exception of the Delegate to the Great Dane Club of America who shall hold office for a period of two (2) years as hereinafter provided.
(a) President. The President when present shall preside at all meetings of the members and of the Board of Directors. The President shall perform all duties commonly incident to his office and shall perform such other duties as the Board of Directors shall from time to time designate. No President shall serve three (3) successive years.
(b) Vice President. In the absence of the President, the Vice President shall preside at all meetings of the members and of the Board of Directors and shall perform such other duties as are commonly incident to his office and have such other powers and duties as the Board of Directors shall from time to time designate. The Vice-President is also responsible for the duties of the President during his/her death or incapacity.
(c) Secretary. 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; 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 others duties as are prescribed in these bylaws.
(d) Treasurer. 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 Treasurer shall be bonded in such amount as the board of directors shall determine.
(e) Delegate to the Great Dane Club of America. The Delegate to the Great Dane Club of America shall represent the Club at all meetings of the Delegates of the Great Dane Club of America. He shall be elected to serve for a term of two (2) years.
SECTION 3. Vacancies. Any vacancies occurring on the board of 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.
THE CLUB YEAR, ANNUAL MEETING, ELECTION
SECTION 1. Club Year. The Club’s fiscal year shall begin on the 1st day of January and end on the 31st day of December. The Club’s office 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 December 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 successor in office all properties and records relating to that office within thirty (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 nominated candidates for other positions on the Board who receive the greatest number of votes for such positions shall be declared elected.
SECTION 4. Nomination. No person may be a candidate in a club election who has not been nominated. The Nominating Committee shall be selected during the month of September; hold a meeting on or before October 1/ notify all members of the nominated candidates at least 2 weeks prior to the November meeting, and additional nominations may be made at the November meeting. The Board shall select a Nominating committee consisting of three (3) members and two (2) alternates, not more than one or whom may be a member of the Board. The Secretary shall immediately notify the committee persons and alternates of their selection. The Board shall name a Chairman for the Committee and it shall be his duty to call the committee meeting. .
(a) The committee shall nominate one (1) candidate for each office and candidates for the other positions on the Board, as set forth in Article III, Section 1, 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 each member in writing of the candidates so nominated.
(c) Additional nominations may be made at the November 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. No person may be a candidate for more than one (1) position.
(d) Nominations cannot be made at the annual meeting or in any manner other than as provided in this Section.
SECTION 1. The Board may each year appoint standing committees to advance the work of the Club in such matters a 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.
The following Standing Committees may be appointed as above prescribed:
1. Judges Committee
2. Great Dane Club of America National Committee
3. Membership Committee
4. Trophy Committee
5. Bench Show Committee
6. Publicity Committee
7. Budget and Auditing Committee
8. Match Show Committee
The President shall by virtue of his office be a member of all Committees with voting privileges.
SECTION 2. Any committee appointed 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.
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 interest 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 three (3) weeks nor more than six (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 complainant and defendant, the Board may by a majority vote of those present reprimand or suspend the defendant from all privileges of the Club for not more than six (6) 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 the Board’s recommendation. Immediately after the Board has reached a decision, its finding shall be put in written form and filed with the Secretary. The Secretary, in turn, shall notify each of the parties of the Boards 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. The meeting shall then vote by written secret ballot on the proposed expulsion. A 2/3rds vote of those present and voting shall be necessary for expulsion. If expulsion is not so voted, the Board’s suspension shall stand.
SECTION 1. Amendments to the Constitution and By-laws may be proposed by 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 by the Secretary for a vote within three (3) months of the date when the petition was received by the Secretary.
SECTION 2. The Constitution and By-laws may be amended by a 2/3rds secret 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.
SECTION 1. Dissolution. The Club may be dissolved at any time by the written consent of not less than 2/3rds 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 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 a charitable organization for the benefit of dogs selected by the Board of Directors.
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:
Minutes of the last meeting
Report of President
Report of Secretary
Report of Treasurer
Report of Committees
Election of Offices and Board (at December meeting)
Election of new members
SECTION 2. At meeting of the Board, the order of business, unless otherwise directed by majority vote of those present, shall be as follows:
Reading of minutes of last meeting
Report of Secretary
Report of Treasurer
Reports of Committees