Constitution & Bylaws
THE DEL BAY RETRIEVER CLUB, INCORPORATED
Name and Purpose
The name of the club shall be: The Del Bay Retriever Club, Inc.
Incorporation: The Del Bay Retriever Club is a not-for-profit club, incorporated under Delaware state laws.
The purpose of the club shall be:
- To further the advancement of all pure-bred retrievers by encouraging their proper breeding, showing, and training;
- To do all in its power to protect and advance the interests of all pure-bred retrievers and to encourage sportsmanlike competition.
- To conduct field trials, hunting tests, and other appropriate activities under the rules of the American Kennel Club.
The Club shall not be conducted or operated for profit and no part of any profits or remainder or residue from dues or donations to the Club shall inure to the benefit of any member or individual.
The members of the Club shall adopt and may from time to time revise such bylaws as may be required to carry out these objects.
THE DEL BAY RETRIEVER CLUB, INCORPORATED
Eligibility. There shall be two types of memberships open to all persons 18 years of age or older who are in good standing with The American Kennel Club and who subscribe to the purposes of this Club:
- Single membership: Enjoys all the privileges of the Club including the right to vote and hold office.
- Honorary membership: awarded by at least 2/3 vote of the Board of Directors. Honorary members do not pay dues, cannot vote or hold office; however, they may maintain active voting membership upon payment of dues.
While membership is to be unrestricted as to residence, the Club's primary purpose is to be representative of the breeders and exhibitors in its immediate area.
Dues: Membership dues shall be established by the Board of Directors. The amount of the dues for the following year may be reviewed and changed at any Board Meeting. If no action is taken at any meeting, dues shall continue in the amount as previously established. Membership dues are payable on or before the 1 st day of January of each year. No member may vote whose dues are not paid for the current year. During the month of December the Treasurer shall send to each member a statement of dues for the ensuing year.
Nothing in this section shall be construed as limiting the Board of Directors' authority to fix the dues within specified limits.
Election to Membership: Each applicant for membership shall apply on a form as approved by the Board of Directors and which shall provide that the applicant agrees to abide by these constitution and bylaws and the rules of The American Kennel Club. The application shall state the name, address, and occupation of the applicant and it shall carry the endorsement of two members in good standing. Accompanying the application, the prospective member shall submit dues payment for the current year.
All applications are to be filed with the Secretary. Applicants may be elected at any meeting of the Board of Directors or by written vote of the Directors by mail. Affirmative votes of 2/3 of the Directors present at the meeting of the Board or of 2/3 of the entire Board voting by mail shall be required to elect an applicant.
An applicant which has received a negative vote by the Board may be presented by one of the applicant's endorsers at the next annual meeting of the Club and the Club may elect such applicant by favorable vote of 75% of the members present.
Termination of Membership. Memberships may be terminated:
- by resignation. Any member in good standing may resign from the Club upon written notice to the Secretary; but no member may resign when in debt to the Club. Dues obligations are considered a debt to the Club and they become incurred on the first day of each fiscal year.
- by lapsing. A 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 30 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.
- by expulsion. A membership may be terminated by expulsion as provided in Article VI of these bylaws.
Meetings and Voting
Club Meetings. Meetings of the Club shall be held at least twice a year within a 60 mile radius of Dover, Delaware at such hour and place as may be designated by the Board of Directors. Written notice of each meeting shall be mailed by the Secretary at least seven (7) days prior to the date of the meeting. The quorum for such meetings shall be 20 percent of the members in good standing.
Special Club Meetings. Special Club meetings may be called by the President, of 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 20 percent of the membership in good standing. Such special meetings shall be held within a 60 mile radius of Dover, Delaware at such place, date and hour as may be designated by the person or persons authorized herein to call such meetings. Written notice of such a meeting shall be mailed by the Secretary at least seven (7) days and not more than twenty (20) days prior to the date of the meeting. Said notice shall state the purpose of the meeting, and no other Club business may be transacted thereat. The quorum for such a meeting shall be 20 percent of the members in good standing.
Board Meetings. Meetings of the Board of Directors shall be held at least twice a year within a 60 mile radius of Dover, Delaware at such hour and place as may be designated by the Board. Board Meetings shall be held immediately following the close of the semi-annual Club Meetings. Written notice of each such meeting shall be mailed by the Secretary at least seven (7) days prior to the date of the meeting. The quorum for such a meeting shall be a majority of the Board.
Special Board Meetings. Special meetings of the Board may be called by the President at any time; and shall be called by the Secretary upon receipt of a written request signed by at least three members of the Board. Such special meetings shall be held within a 60 mile radius of Dover, Delaware 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 seven (7) days and not more than twenty (20) 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 such a meeting shall be a majority of the Board.
Voting. Each member in good standing whose dues are paid for the current year shall be entitled to one vote at any meeting of the Club at which he/she is present. Proxy voting will not be permitted at any club meeting or election.
Directors and Officers
Classified Board of Directors. The Board shall be comprised of 5 persons all in good standing and all of whom shall be elected for three-year terms as provided in Article IV and shall serve until their successors are elected. For the purpose of elections the Board shall be divided into 3 classes consisting of 1,2, and 2 people respectively. Elections will be held on a staggered basis with only one class up for election at the Club's annual meeting. General management of the Club's affairs shall be entrusted to the Board of Directors pursuant to the Constitution and Bylaws. They shall appoint the officers of the Club who shall be ex-officio members of the Board if not a duly elected Director. They shall also appoint the American Kennel Club delegate for a one-year term.
Officers: The Club’s officers consist of the President, Vice President, Secretary, and Treasurer. The Offices of Secretary and Treasurer may be held by the same person. The officers shall serve in their respective capacities both with regard to the Club and its meetings and the Board and its meetings.
- The President shall be the chief executive of the Club, preside at all meetings of the Club, administer the affairs of the Club under the direction of the Board of Directors, and shall have the duties and powers normally appurtenant to the office of President in addition to those particularly specified in these bylaws. He/she shall be a member, ex officio, of all committees.
- The Vice-President shall have the duties and exercise the powers of the President in. case of the President's death, absence or incapacity.
- The Secretary shall be responsible for the safekeeping of all Club records, shall keep a record of all meetings of the Club and 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 other duties as are prescribed in these bylaws or by the Board of Directors.
- The Treasurer shall have custody of the Club's funds, and shall collect and receive all moneys due or belonging to the Club. Moneys shall be deposited in a financial institution designated by the Board, in the name of the Club. Moneys will be disbursed as directed by the Board of Directors. The treasurer shall record all receipts and disbursements, and shall prepare a complete financial statement for presentation at the Annual Meeting. The books shall be open to inspection of the Board at all times. (The Treasurer shall be bonded in such amount as the Board of Directors shall determine.)
American Kennel Club Delegate: The Club's AKC delegate shall serve as the Club's liaison to the American Kennel Club. The delegate may be but need not be an officer or director of the Club.
Vacancies. Any vacancies occurring on the Board or among the offices during the year shall be filled until the next annual election by a majority vote of all the then members of the Board at its first regular meeting following the creation of such vacancy, or at a Special Board Meeting called for that purpose; except that a vacancy in the office of President shall be filled automatically by the Vice-President and the resulting vacancy in the office of Vice President shall be filled by the Board.
The Club Year, Annual Meeting, Elections
The Club's fiscal year shall begin on the first day of January and end on the last day of December.
The Club's official year shall begin immediately at the conclusion of the election at the annual meeting and shall continue through the election at the next annual meeting.
Annual Meeting. The annual meeting shall be held in the month of January. At this time, the Director(s) for the ensuing three years shall be elected from those nominated in accordance with Section 4 of this Article. The position(s) immediately upon the conclusion of the election.
Elections. The candidate(s) for the Board position(s) open for election who receive(s) the greatest number of votes for such position(s) shall be declared elected. A tie shall be decided by a second or subsequent vote.
Nominations. No person may be a candidate in a Club election who has not been nominated. During the month of November, the Board shall select a Nominating Committee consisting of three members, not more than (one) of whom may be a member of the Board. The Secretary shall immediately notify the committee of their selection. The Board shall name a Chairman for theCommittee and it shall be such person's duty to call a committee meeting which shall be held on or before December 10th.
- The Committee shall nominate one candidate for the position(s) up for election on the Board, and, after securing the consent of each person so nominated, shall immediately report their nominations to the Secretary in writing.
- Upon receipt of the Nominating Committee's report, the Secretary shall before December 20th notify each member in writing of the candidate(s) so nominated.
- Additional nominations may be made in writing to the Secretary by January 1st by any member provided that the proposer shall also present to the Secretary a written statement from the proposed candidate signifying willingness to be a candidate. (Both the proposer and propose must be members in good standing.) No person may be a candidate for more than one position, except for the position of AKC Delegate.
- Nominations cannot be made at the annual meeting or in any manner other than as provided in this Section.
The Board may each year appoint standing committees to advance the work of the Club in such matters as trophies, annual prizes, membership, community service and education as well as other fields which may well be served by committees.
A Field Trial Committee of five or more members shall be appointed annually by the Board to manage all field trial activities of the Club. The Chairperson shall be appointed by the Board.
A Hunt Test Committee of five or more members shall be appointed annually by the Board to manage all hunt test activities of the Club. The Chairperson shall be appointed by the Board.
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.
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.
Charges. Any member may prefer charges against a member for alleged misconduct prejudicial to the best interests of the Club. Written charges with specifications must be filed in duplicate with the Secretary together with a deposit of $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 interests of the club it may refuse to entertain jurisdiction. If the Board entertains jurisdiction of the charges it shall fix a date of a hearing by the Board not less than 3 weeks nor more than 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/her own defense and bring witnesses if desired.
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 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 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.
Expulsion. Expulsion of a member from the Club may be accomplished only at a meeting of the Club following a Board hearing and upon the Board's recommendation as provided in Section 3 of this Article. Such proceedings may occur at a regular or special meeting of the Club to be held within 60 days but not earlier than 30 days after the date of the Board's recommendation of expulsion. The defendant shall have the privilege of appearing in his own behalf, though no evidence shall be taken at this meeting. The President shall read the charges and the Board's finding and recommendation, and shall invite the defendant, if present, to speak in his own behalf if he wishes. The members shall then vote by secret ballot on the proposed expulsion. A two-thirds 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.
The insignia of the Club shall be a diamond-shaped pin or medal depicting, in relief, the head of a swimming retriever carrying a duck. The date" 1937" and the words "Del Bay R. C." shall be inscribed thereon.
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 percent 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 months of the date when the petition was received by the Secretary
The constitution and bylaws may be amended by a two-thirds 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 and mailed to each member at least two weeks prior to the date of the meeting.
No amendment to the constitution and bylaws that is adopted by the Club shall become effective until it has been approved by the Board of Directors of The American Kennel Club.)
The Club may be dissolved at any time by the written consent of not less than 2/3 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. 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
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 last meeting
- Report of President
- Report of Secretary
- Report of Treasurer
- Report of Committees
- Election of Board (at annual meeting)
- Election of new members
- Unfinished business
- New 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
The rules contained in the current edition of Robert's Rules of Order, Newly Revised, shall govern the Club in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any other special rules of order the Club may adopt.
Last Updated (Thursday, 07 January 2010 13:57)