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Constitution & By-laws
Revised 2006
CONSTITUTION
Name and Objectives
Section
1. The name of the Club shall be Irish Wolfhound Association of
New England, Inc.
Section 2. The objectives of the Club shall be:
(a) to do all in its
power to protect and advance the interests of the breed of Irish
Wolfhounds;
(b) to
encourage and promote quality in the breeding of purebred Irish
Wolfhounds;
(c) 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 Irish Wolfhounds shall be judged;
(d) to do all in its power to protect and
advance the interests of the breed by encouraging sportsmanlike conduct
at dog
shows and obedience trials;
(e) to conduct sanctioned shows and matches
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 or
individual.
Section 4. The members of the club shall adopt and may from time
to time revise such bylaws as may be required to carry out
these
objectives.
Section 5. The Irish Wolfhound
Association of New England, Inc. shall annually become an active member
in the Irish Wolfhound
Club of America, Inc.
BYLAWS
ARTICLE I
Membership
Section 1. Eligibility. There shall be three types of
membership.
1a. Regular Membership is
open to persons over the age of eighteen years, who subscribe to
the purpose of our Club and who have been Associate members of
the Club for at least two years. They must be in good standing
with The American Kennel Club. Regular members have the
authority to vote, hold office, serve on committees and enjoy
all the privileges open to members.
1b. Associate Membership is open to persons over the age of
eighteen, who subscribe to the purpose of the Club. They must be
in good standing with The American Kennel Club. All new
applicants shall apply to become Associate members; after two
years as Associate members such members may apply for Regular
membership. Associate members shall enjoy all the
privileges of Regular Membership and invitations to all Club
events, but shall not be eligible to vote on any matter, to
serve on the nominating committee, to nominate candidates for
office or hold office.
1c.
Junior Membership is open to persons up to the age of eighteen
who subscribe to the purpose of our Club. At the age of
eighteen, Juniors may apply for Associate membership. Junior
members shall enjoy all the privileges of Regular Membership and
invitations to all Club events, but shall not be eligible to
vote on any matter, to serve on the nominating committee, to
nominate candidates for office or to hold office.
Section 2. Dues.
The annual dues for Regular Membership shall not
exceed $50.00; for Associate Membership, $35.00; for Junior
Membership, $10.00. Members joining the Club after the first day
of August of any year shall pay half the annual dues of that
year.
Section 3. Election to Membership.
Every candidate for
membership shall be proposed by a Regular member of the Club and must be in good standing with the American
Kennel Club
and agree to abide by the rules, constitution and bylaws of IWANE.
The annual dues must be paid within thirty days after the election of
the candidate or the election shall be void. The properly completed
application form will include the name, profession and residence of the
candidate and shall be sent to the Secretary.
3a. Balloting for
members shall be held only at meetings of the
Board of Directors. To elect any
candidate, four votes must be cast. If there are two negative votes, the
application will be tabled until the next
Board meeting. The candidate will be so advised, and given the
opportunity to resubmit their application. Candidates whose names have
been laid over two successive meetings of the
Board must be presented at the next club meeting for a membership vote
by secret ballot. Affirmative votes of 2/3 of the regular members
present at the meeting are required to elect the candidate to
membership. Applicants for membership who have been rejected by the
club may not reapply within six months after such rejection.
Section 4. Termination/Resignation of Membership.
The interest of any member in the property of the Club ceases
with the termination of his/her membership.
Memberships may be terminated:
4a. by
resignation. All resignations must be in writing addressed to the
Secretary. No member can resign while he is in debt to the Club.
4b. by
lapsing. Notice shall be mailed by December 1st of each year
to each member that his/her annual dues are payable by January 1st.
In no case may a person be entitled to vote, nominate any person for
office, be a candidate for office or hold office whose dues are lapsed.
A membership will be considered as lapsed and automatically terminated
if such member's dues remain unpaid 90 days after the first day of
January. However, the Board of Directors
may grant an additional 90 days of grace to such delinquent members in
meritorious cases.
4c. by expulsion. A membership may be terminated by expulsion as
provided in Article VI of these bylaws.
ARTICLE II
Meetings and Voting
Section 1. Club
Meetings. Written notice of each general meeting shall be mailed at
least three (3) weeks prior to the date of the meeting. The quorum for
such meetings shall be a majority of the Board
plus 10% of the regular
members in good standing.
Meetings shall be held in the greater Worcester, Massachusetts area at
such hour and place as may be designated by the Board of Directors. The
annual meeting is scheduled in the spring as noted in Article IV. There
are three additional general meetings. One is held in conjunction with
the annual IWANE specialty; one is held in the fall; one is held in
conjunction with the annual match. The locations and dates of the
annual and fall meetings are determined by the program, the speaker and
the facility availability.
Section 2.
Special Club Meetings. A special meeting of the Club shall be
called by the President upon written request of five members of the Club
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. Such special meetings shall be held in the greater
Worcester, Massachusetts area
at a time and location
designated by the President. Written notice of the meeting, stating the
purpose, shall be mailed by the Secretary at least two weeks prior to
the meeting's date to allow members to make travel arrangements. No
other Club business may be transacted there. The quorum for such a
meeting shall be a majority of the Board plus 10% of the members in good
standing.
Section 3.
Board Meetings. The
Board of Directors shall hold 4 meetings in conjunction with the annual
and general meetings. The agenda will be sent to Board members by the
President at least five days prior to the date of the meeting. The
quorum for such a meeting shall be a majority of the Board. If there is
business that cannot wait until the next scheduled meeting, a special
meeting will be convened in accordance with Article II, Section 4.
Section 4.
Special
Board Meetings. The Board of Directors
shall hold special meetings at the
discretion of the President or at the written request of three of the
members of the Board. Such special meetings
will be held in the greater Worcester, Massachusetts area with the date and
location determined by the President, taking into consideration the
geographic location of the Board members. The Secretary will send
notice of the meeting, stating the purpose, at least two weeks prior to
the meeting to enable members to make travel arrangements. No business
other than that stated in the meeting notice shall be transacted. The
quorum for the meeting shall be a majority of the Board.
Section 5. Voting. Regular members have the authority to vote, hold office, serve
on committees and enjoy all the privileges open to members.
At the annual meeting or
at a special meeting of the Club, voting shall be limited to those
Regular members in good standing who are present at the meeting. Voting
by proxy is not permitted.
ARTICLE III
Directors and Officers
Section 1. Board of Directors.
The
Board of Directors shall consist of an
Honorary President, President, a Vice-President, a Secretary, a
Treasurer and three Directors-at-Large, with their election taking
place at the annual meeting of the Club as provided in Article IV. Each
director shall serve a 3 year term, staggered such that one director is
elected each year. Such elections shall take place at the annual meeting
of the Club as provided for in Article IV.
Newly elected officers commence their terms on the July 1 following
their election.
1a. The
Honorary President shall be the President of the Irish Wolfhound Club of
America, Inc.
1b. The offices
of the Secretary and Treasurer may be held by the same person.
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.
2a. The President, or
in his/her absence, the Vice-President, shall preside at all meetings of
the Club, and of the Board of Directors, and shall have power to call special meetings.
2b. The
Secretary shall keep a complete record of meetings of the Club and
Board of Directors and of all matters
of which a record shall be ordered by the Club. The Secretary shall have
charge of the correspondence of the Club. On the election of a member,
the Secretary shall send him/her a written notice of his/her
election, and furnish him/her with a copy of the Constitution and Bylaws
of the Club. The Secretary shall notify officers and members of their
election or appointment, and shall issue notices to members of all
meetings. The Secretary shall keep a roll of the members of the Club
with their addresses.
2c. The
Treasurer shall collect and receive all monies due or belonging to the
Club and receipt therefore. The Treasurer's books shall at all times be
open to the inspection of the Board of
Directors and he/she shall report to them at every meeting the condition
of the finances of the Club when requested, and at the annual meeting of
the Club he/she shall render an account of all monies received and
expended during the year previous, which account must be audited by
direction of the Chair. The Treasurer shall be bonded in such amount as
the Board of Directors shall determine.
Section
3. Vacancies. Such officers, or any of them, and Committees or
member thereof, may, at any time, for violation of duty be removed by
the Board of Directors and the vacancies
filled.
3a. Any
vacancies occurring on the Board of Directors
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 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 of Directors.
ARTICLE IV
The Club Year,
Annual Meeting, Elections
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 official year shall begin on the July 1 following the annual
meeting. This insures that all Board members' term lengths are
identical.
Section 2. The annual meeting shall
be held between March 15 and June 30 of each year,
at which officers and directors for the ensuing year shall be elected by
secret ballot from among those nominated in accordance with Section 4 of
the Article. The location will be decided by the Board of Directors as
noted in Article II, Section 1. At no time may the annual meeting of the
New England Association be held in conflict with the annual meeting of
the Irish Wolfhound Club of America, Inc.
Section 3. Annual Election. The officers and director for the ensuing year shall be
elected by secret, written ballot from among those nominated in
accordance with Section 4b and 4c of this Article. The nominated
candidate receiving the greatest number of votes for each office shall
be declared elected. If any nominee, at the time of the meeting, is
unable to serve for any reason, such nominee shall not be elected and
the vacancy so created shall be filled by the new Board of Directors in
the manner provided by Article III, Section 3.
3a. If there
are no additional nominations, as provided for in Article IV, Section
4b the Secretary may cast one ballot for the slate of the nominating
committee in accordance with Roberts Rules of Order.
Section 4. Nominations. No person may be a candidate in a Club election who has not
been nominated in accordance with these Bylaws. A nominating committee
shall be chosen by the Board of Directors at
least 4 months before the annual meeting. The committee shall consist of
3 members, all Regular members in good standing, only one of who shall
be a member of the current Board. Alternates may be appointed by the
Board as needed. This Board member shall act as Chairman. The Committee
may conduct its business by mail and telephone.
4a. The Nominating Committee shall nominate from among the eligible
members of the Club, one candidate for each office and for the position
as director-at-large and shall procure the acceptance of each nominee so
chosen. At least 3 months before the annual meeting, the committee shall
submit its slate of candidates in writing to the Secretary who shall
mail the list to each member of the Club at least 2 months before the
annual meeting so that additional nominations may be made by the members
if they so desire.
4b. Additional
nominations of eligible members may be made by written petition
addressed to the Secretary and received at his/her regular address at
least I month before the annual meeting, signed by 5 members and
accompanied by the written acceptance of each such additional nominee
signifying his/her willingness to be a candidate for more than one
position, and the additional nominations which are provided for herein
may be made only from among those members who have not accepted a
nomination from the Nominating Committee.
4c. Nominations
cannot be made at the Annual Meeting or in any manner other than as
provided above.
ARTICLE V
Committees
Section 1. Special Committees. All special committees shall be appointed by the
President, unless otherwise ordered in the motion.
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 VI
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 $75, 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 or the breed. If the Board considers that the charges do not
allege conduct which would be prejudicial to the best interests of the
Club or the breed, it may refuse to enter jurisdiction. If the Board
entertains jurisdiction of the charges, it shall fix a date for a
hearing of the Board not less than three weeks nor more than eight 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/her own defense and bring witnesses if so desired.
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
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. 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/her fellow members at the ensuing Club meeting which
considers 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 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 90 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
evidence shall be taken at this meeting. The President shall read the
charges and the Board's finding and recommendation, and shall invite the
defendant, if present, to speak in his/her own behalf if he/she wishes.
The members shall then vote by secret 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.
Section 5. All complaints or suggestions as to the management of the Club must be
made in writing to the Board of Directors.
ARTICLE VII
Amendments
Section 1. Amendments to the Constitution and Bylaws may be
proposed by the Board of Directors or by written petition addressed to
the Secretary signed by 20 percent of the Regular membership in good
standing. Amendments proposed by such petition shall be placed on the
agenda of the next regular or special meeting, provided due notice of
the proposed changes has been given at least 3 weeks before the
meeting.
Section 2. The Constitution and Bylaws may be amended at a
regular or special meeting by a majority vote of the Board of Directors
plus a majority vote of the Regular members, provided at least 20% of
the Regular membership are present and voting, and provided the proposed
amendments have been included in the notice of the meeting and mailed to
each Regular member at least three weeks prior to the date of the
meeting.
ARTICLE VIII
Dissolution
Section 1.
The Club may be dissolved at any time by the written
consent of not less than 2/3 of the Regular 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.
ARTICLE IX
Order of Business
Government and Management
Section 1. Order of
Business. At meetings of the Club, the order of the
business so far as the character
and nature of the meeting may permit
shall be as follows:
1. Roll
Call
2. Minutes of Last Meeting
3.
Report of President
4.
Report of Secretary
5.
Report of Treasurer
6.
Reports of Committees
7.
Election of Officers and Board (at the Annual Meeting)
8.
Unfinished Business
9. New
Business
10.
Adjournment
Section 2. The government and
management of the Club shall be vested in a
Board of Directors consisting of three (3) directors at large and the
active officers all of whom shall be members in good standing with the
Club. General management of the Club's affairs shall be entrusted to the
Board.
Section 3. The
Board of Directors shall, from time to time, make regulations in
accordance with the powers herein given, or on matters not herein
provided.
Section 4. The
Board of Directors shall cause to be prepared annually a detailed
statement of the financial condition of the Club showing its receipts
and expenditures for the current year, the number of members and other
matters of interest of the Club. The fiscal year shall terminate on the
31st day of December of each year.
Section 5. A majority of members of the
Board of Directors shall constitute a
quorum for the transaction of business.
At meetings 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
Unfinished business
New business
Adjournment
ARTICLE X
Parliamentary Authority
Section 1. Roberts Rules of Order. In all cases in
which they are not inconsistent with these Bylaws, the rules contained
in Roberts Rules of Order, Newly Revised Edition, shall govern
the Club.
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