OLD ENGLISH SHEEPDOG CLUB

OLD ENGLISH SHEEPDOG CLUB OF GREATER SEATTLE, INC.

CONSTITUTION

PREAMBLE
The Old English Sheepdog Club of Greater Seattle, Inc (OESCGS) is a Washington state registered Nonprofit Corporation with direct affiliations with the American Kennel Club (AKC) and the Old English Sheepdog Club of America (OESCA)

ARTICLE I. NAME

Section 1. The name of the club shall be the Old English Sheepdog Club of Greater Seattle, Inc.

ARTICLE II. OBJECTIVES
Section 1. The objectives of the OESCGS shall be to:

1. Urge members and the public at large, whether they are dog fanciers, owners, or breeders, to accept the Standard of the Breed as approved by the AKC, as the only standard by which the OES shall be judged.
2. Encourage, protect and promote the breeding of purebred OES and to do everything possible to bring their natural qualities to perfection while advancing the interests of the breed.
3. Encourage sportsmanlike competition at dog shows and obedience trials.
4. Conduct sanctioned and licensed specialty shows and obedience trials under the rules and regulations of the AKC.
5. Offer and contribute awards for the breed competition at designated shows held under the AKC rules and regulations.
6. Acquire and disseminate to all members and fanciers accurate and useful data concerning the care, feeding, grooming, training and showing of the OES.

Section 2. The Club shall not operate nor be conducted for profit and no residue funds from dues, donations or fundraisers shall inure to the benefit of an individual or member.

Section 3. The members of the Club shall adopt and may from time to time revise the By-Laws as may be required to carry out these constitutional objectives.

OLD ENGLISH SHEEPDOG CLUB OF GREATER SEATTLE

BY-LAWS

ARTICLE I: MEMBERSHIP

Section 1. Eligibility. There shall be three types of membership. Regular, Junior and Honorary.

1. Regular membership shall be open to all persons, eighteen years of age or older who are in good standing with the AKC; subscriber to the objectives of this Club and meet the membership approval requirements.
2. Junior membership shall be open to all persons between ten and eighteen years of age, who are in good standing with the AKC and subscriber to the objectives of this Club and meet the membership approval requirements. Junior memberships are provided to encourage interest in purebred dog clubs operations and responsibilities associated with the care, showing, training, and breeding of purebred dogs. Junior members shall be eligible to all the rights and privileges of Regular membership except the right to vote and hold office in the Club.
3. Honorary Membership: Club members may recognize significant contributions to the breed with the election of a person to Honorary membership in the Club; wherein, this election requires a two-thirds affirmative vote of the regular members. No person shall be considered as elected to Honorary membership until their consent has been obtained and there shall be no more than five Honorary members in the Club at any given time. Honorary members shall be eligible to all rights and privileges of Regular membership, except the right to vote or hold office. A Honorary member may also remain a Regular member by paying their annual dues and thereby maintaining eligibility to all rights and privileges of Regular membership.
4. While membership is unrestricted by residence, the Club’s primary purpose is to be the representative of the breeders and exhibitors in its immediate area.

Section 2. Membership Application and Approval

1. All applicants shall apply on a form approved by the Board that requires an applicant to agree and abide by this Constitution and By-Laws and the rules of the AKC. Each applicant must carry the endorsement of two unrelated regular members in good standing and must be accompanied by a payment of dues for the current year.
2. All applications and dues are to be filed with the Treasurer.
3. All applications for membership shall be announced in the bi-monthly Club newsletter and on the website. Members shall have (20) days from the announcement date in the above media to file an objection to the acceptance of any applicant. Such objection and the reason(s) shall be presented in writing and signed to the Secretary. If no objection is filed, it shall be concluded that the applicant has been accepted for membership.
4. Any member’s written objection received by the Secretary shall be presented to the Board within seven (7) days of receipt. The Board will review the objection and make recommendations in writing as to the acceptance or rejection of said applicant. The applicant for membership and the Board recommendation shall be submitted to the membership for a vote of approval of disapproval via electronic mail or postal system as appropriate. The applicant will be accepted for membership if two thirds of those voting approve the applicant for membership.
5. Applicants for membership, who are not accepted for membership, may reapply after a waiting period of six months from prior application date.
6. Dues shall be refunded to all rejected applicants.

Section 3. Only members in good standing shall have the right to vote on any question before the Club, to hold office or serve on the Board, to be eligible for perpetual Club trophies, or to exercise any of the other rights and privileges of membership otherwise specifically provided in these By-Laws. The term “member” as used herein shall mean a member in good standing.

Section 4. Termination of Membership by:

1. Resignation. Any member may resign from the Club upon written notice to the Secretary, after resolution of any debt to the Club and return of all Club property.
2. Lapsing. A membership shall be considered lapsed and automatically terminated if Club dues remain unpaid after the first ninety (90) days after the first day of the fiscal year. 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.
3. Expulsion. A membership may be terminated by expulsion as provided in ARTICLE IX of these By-Laws.

Section 5. Any member termination, for any cause whatever and having at the time temporary possession of any perpetual trophy, shall immediately upon such termination return to the Treasurer such trophy or trophies and shall be given a receipt for this return.

ARTICLE II: DUES AND CLUB YEAR

Section 1. Dues shall be payable by the first day of July each year. The Club’s fiscal year shall begin on the first day of July and end on the 30^th day of June.

Section 2. Annual dues for a Regular membership will not exceed $50.00 per member except in the case of a Household that may elect to pay joint dues not to exceed $60.00 for the two members who shall be considered individual members.

Section 3. Annual dues for a Junior membership will not exceed $25.00 per member.

Section 4. Honorary members shall pay no dues, except if they wish to maintain Regular membership concurrently.

Section 5. If a new membership is accepted after more than one-half of the fiscal year has passed (after February 1) dues paid are for the remainder of that fiscal year plus the following fiscal year.

Section 6. During the month of May the Treasurer shall notify each member via the Club newsletter, website, electronic mail or postal system as appropriate that the membership dues for the ensuing year are now due for payment.

ARTICLE III: MEETINGS

Section 1. The Annual Meeting shall be held in the month of July at a date, time and place designated by the Board. The purpose of this meeting is the installation of the newly elected officers and directors-at-large. The Secretary will announce this meeting to the membership within twenty (20) days of meeting date using the Club newsletter, website postings, electronic mail or the postal system as appropriate. If Club business is to be conducted the quorum for this meeting will be (20) percent of the members in good standing.

Section 2. General Meetings shall be held on bi-monthly basis beginning in September, November, January, March and May at a date, time and place as designated by the Board. The July meeting is combined with the Annual Meeting. Board members and Committee Chairs are obligated to attend all meetings unless extenuating circumstances exist. The Secretary will announce this meeting to the membership within twenty (20) days of the meeting date using the Club newsletter, website postings, electronic mail or the postal system as appropriate. The quorum for such meetings shall be twenty (20) percent of the members in good standing.

Section 3. A Special Club Meeting may be called by the President or by a majority vote of the Board members who are present at any regular or special meeting of the Board and shall be announced by the Secretary upon receipt of the petition signed by five (5) members of the Club. The President of Board, as appropriate, will select the date, time and place for this meeting. The Secretary will announce this meeting, stating the specific purpose, time, date and place to the membership, within twenty (20) days using the Club’s newsletter, website postings, electronic mail or postal system as appropriate. The quorum for this meeting shall be twenty (20) percent of members.

Section 4. Board Meetings shall be held monthly on a date, time and place as designated by the Board. The Secretary shall announce the agent, date, time, and place within fifteen (15) days of the meeting date to all members using the Club’s newsletter, website postings, electronic mail or the postal system as appropriate. The quorum for this meeting shall be a majority of the Board. Committee Chairs and general members are encouraged to attend and participate in discussions but will not be allowed to participate in any votes.

Section 5. The President may call for a Special Board Meeting with the consent of at least three Board members and will request the Secretary to announce the meeting stating the sole purpose, date, time and place within ten days using electronic mail, website postings, fax or the voice telephone system as appropriate. A quorum for this meeting shall be a majority of the Board.

ARTICLE IV: VOTING

Section 1. Each member in good standing shall be entitled to one vote at any Club meeting at which they are present, except as noted in Article III Section 4 above. Proxy voting will not be permitted at any Club meeting or election but mail ballots will be permissible.

ARTICLE V: BOARD MEMBERSHIP

Section 1. The Board will consist of four Officers and five Directors-at-Large all of which must be members in good standing. Only one member of any family shall serve on the Board at any given time. The Directors will be entrusted with the General Management of the Club affairs. The Club Officers titles and responsibilities are listed below:

1. The President shall be the chief administrative officer of the Club, preside at and report on the club’s condition and activities at each Board meeting and be an ex-officio member of all committees, except the Nomination Committee.
2. The Vice President shall perform the duties of the President during temporary absence or incapacity of the President.
3. The Secretary shall keep a record of all meetings of the Club and the Board, of all voters conducted and of all matters of record as ordered by the Club or the Board. The Secretary will have charge of the correspondence, notify members of the meetings, notify nominees of their election to office and advise the OESCA of such results and other duties that are prescribed elsewhere in the By-laws.
4. The Treasurer shall collect and receive all monies due and belongings to the Club and shall deposit funds in a bank as approved by the Board. The Treasurer shall pay the bills of the Club as authorized by the Board or the Club members at a meeting. The Club books of account shall be kept in a manner in accordance with generally accepted accounting rules and standards and shall be open to audit by the Board or Club members at any time after being given reasonable notice to accommodate the logistics of such a request. The Club’s financial condition will be presented monthly to the Board and a synopsis will be published bi-monthly in the Club’s newsletter. The Treasurer will account for the prior year's “fund” flow and provide a new budget for the ensuing year at the Annual Meeting. He shall provide a timely report on the status of paid, delinquent or lapsed memberships to the Board. All membership applications/dues will be received by the Treasurer. The Treasurer shall conduct an annual audit of all Club property and report the storage location, description and value of the Club assets to the Board.

Section 2. Directors-at-Large. There will be five Directors-at-Large who will serve on the Board and shall be designated as follows:

1. One Director-at-Large who is serving their second year of a two-year term.
2. One Director-at-Large who is serving their first year of a two-year term.
3. Three Directors-at-Large who are serving one-year terms.

Section 3. Office Term. All Club officers shall be elected for one-year terms as stated in Article VI as follows:

1. One Director-at-Large will be elected to a two-year term, two Directors-at-Large will be elected to a one-year term and the outgoing Clube President will automatically serve as Director-at-Large for a one-year term.
2. If the outgoing President is unable to serve in the Director-at-Large position then the position will be filled as stated in Article VI below. An outgoing President running as a candidate for another Club office cannot be considered for the Director-at-Large position.

Section 4. Vacancies. Any vacancies on the Board during the year shall be filled by a majority vote of all remaining Board members at the first regular Board meeting following awareness of the vacancy or at a Special Board Meeting called for that purpose; except the office of the President which will be filled by the Vice President, and the resulting open office of the Vice President shall be filled by the Board.

ARTICLE VI: NOMINATIONS AND ELECTIONS

Section 1. Nominations. The Board, at its February Board meeting, shall select a Nominating Committee consisting of three members; two from the general membership and one Board member and name the Chair for the committee. The Secretary shall immediately notify the Committee Members of their selection, The Committee Chair shall call a Committee meeting by March 31^st to prepare the slate of Board members. After securing the consent of all nominees the Committee Char with the concurrence of the Committee, shall inform the Secretary in writing, of the Committee’s nominations.

1. Upon receipt of the Nominating Committee’s slate of Board members, the Secretary shall announce the slate of nominees to each OESCGS member on or before April 15^th in the Club newsletter.
2. Additional nominations may be made at the May General Meeting by any member in attendance provided that the proposed candidate has agreed either by accepting the nomination in person or in a prior written statement to the Secretary signifying a willingness to serve in this position. No person may be a candidate for more than one position, and the additional nominations which are provided for herein may be made among members who have not accepted a nomination for the Nomination committee.
3. Nominations cannot be made in any other manner than stated in this Section

Section 2. Election Procedures. All nominated Officer or Director-at-Large positions, which are unopposed positions, will automatically be declared elected by the Club. When a position is opposed the election procedure will be as follows:

1. The Secretary shall prepare a ballot showing the Nomination Committee candidate and the other nominee from the May General Meeting and send to the membership using the postal or electronic systems as appropriate no later than May 31^st.
2. Ballots must be returned to the Secretary no later than June 20^th. These ballots will be counted by no fewer than two members of the Nominating Committee who will provide the results of the count to the Secretary.
3. The Secretary will announce the election results to the membership using the Club’s newsletter, website postings, electronic mail or postal systems no later than July 15^th.

Section 3. Installation. New elected Club Officers and Directors-at-Large shall be installed at the Annual Club Meeting held in July and shall take office immediately after installation. Each retiring Board member shall turn over all properties and records to their successor within thirty (30) days after installation.

ARTICLE VII: BALLOTS

Section1. Elections and questions submitted on a ballot to the membership under the provisions of these By-Laws shall never be counted in such a manner that any other person can determine how an individual member voted.

1. Each ballot shall bear a due date for return in order to be counted. Unless otherwise noted by these By-Laws; the return date will be thirty days from the date the ballot is released.
2. The Secretary shall send a ballot to each member showing all nominees by position in alphabetical order, except unopposed positions. Those members mailing a ballot, to ensure secrecy, shall place their ballot inside a blank envelope that in turn is then placed inside an envelope addressed to the Secretary.

ARTICLE VIII: COMMITTEES AND APPOINTMENTS

Section 1. The President shall appoint, on an annual basis, with the Board approval, the Editor of the Club’s official publication.

1. Raggedy Ramblings shall be the name of the Club’s official publication.
2. The publication shall be printed and distributed bi-monthly to all members in good standing. Separate subscriptions will be made available to non-members at a price sufficient to cover all publication and distribution costs, as determined by the Board.

Section 2. The President may, each year, appoint standing committees to advance the work of the Club in such manners as specialty shows, obedience trials, trophies, membership, website, and other fields that may well be served by a committee. Committees may also be formed by the Board to aid it on select projects.

Section 3. Any committee appointment may be terminated by a majority vote of the Board upon written notice to the appointee; and the President or the Board may appoint successors to those persons whose services have been terminated.

Section 4. Upon appointment of a successor or the termination of a Committee Chair by the President or Board, the departing Committee Chair shall turn over to their successor all properties and records relative to that committee within thirty (30) days.

ARTICLE IX: DISCIPLINE

Section 1. AKA Suspension. Any member who is suspended from privileges of the AKC automatically shall be suspended by the OESCGS for a like period of time.

Section 2. Charges. Any member may prefer charges against a member for alleged misconduct prejudicial to the best interests of the Club or breed. Written charges and specifications must be filed in duplicate with the Secretary together with a deposit of $100.00 that will be forfeited if the Board following a hearing does not sustain the charges. The Secretary shall promptly send a copy of the charges to each Board member 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. In accepting jurisdiction of the charges the Board shall schedule a hearing date within three weeks optimal but no longer than six weeks. The Secretary shall promptly send one copy of the charges to the accused member by registered mail with a notice of the hearing and assuring that the accused may personally appear in his own defense and bring witnesses if desired.

Section 3. Board Hearing. The Board shall have complete authority to decide if counsel may attend the hearing, but complainant and accused shall be treated uniformly in that regard. Should the charges be sustained, after hearing all the evidence and testimony presented, the Board may by two-thirds vote of those present suspend the defendant from Club privileges for not more than six months from the hearing date. And, if it deems that punishment insufficient, may recommend to the membership that the penalty be expulsion. In this case, the suspension shall not restrict the defendant right to appear before the membership at the ensuing Club meeting that considers the Board’s recommendation. Immediately after the Board has reached a decision, its findings shall be in writing and filed with the Secretary. The Secretary shall then notify each party of the Board’s decision and penalty, if any.

Section 4. Expulsion. Expulsion of a Club member may be accomplished only at a Club meeting following a Board hearing and upon the Board’s recommendations as provided in Section of this Article. Such proceedings may occur at a regular or special Club meeting to be held within sixty (60) days but not earlier than thirty (30) days after the date of the Board’s recommendation for expulsion. The defendant shall have the privilege of personally appearing, though no evidence shall be taken at this meeting. The President shall read the charges and the Board’s recommendations and shall invite the defendant to appropriate shall be distributed to the membership and a two-thirds vote by the membership shall be necessary for expulsion. If expulsion is not voted, the Board’s suspension shall stand.

ARTICLE X: ORDER OF BUSINESS

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

Roll Call
Minutes of the last meeting
Report of the Board
Report of the President
Report of the Secretary
Report of the Treasurer
Report of the Committees
Unfinished Business
New Business
Adjournment

Section 2. At Board meetings, the order of business, as the character and nature of the meeting may permit, shall be as follows:

Minutes of the last meeting
Report of the Secretary
Report of the Treasurer
Report of the Committees
Unfinished Business
New Business
Adjournment

Section 3. Procedures contained in “Robert’s Rules of Order” shall be followed whenever it is not contrary to the provisions of these By-Laws.

ARTICLE XI: DISSOLUTION

Section 1. The Club may be dissolved at any time by written consent of not less than two-thirds of the members in good standing. In the event of the Club dissolution by either voluntary or involuntary or by operation of law, none of the Club property or any assets shall be distributed to any members of the club but after payment of Club debts; its property and assets shall be given to charities that dedicated to the welfare of dogs as determined by the Board.

ARTICLE XII: AMENDMENTS

Section 1. Amendments to the Constitution and By-Laws may be proposed by the Board or by written petition to the Secretary signed by twenty (20) percent of the membership. Amendments proposed by petition shall be promptly considered by the Board and must be submitted to the membership with the Board recommendations. The Secretary will distribute ballots to the membership within three (3) months from the date the petition was received by the Secretary.

Section 2. The Constitution and By-Laws may be amended by a two-thirds secret vote of the membership responding, providing ballots are received from twenty (20) percent of the membership and provided the proposed ballots describing the amendment have been distributed to each member within thirty (30) days prior to the voting deadline for return of ballots to the Secretary.