CONSTITUTION AND BY-LAWS

Revision approved by the Membership 05/19/2007

ARTICLE I - NAME and OBJECTS

• SECTION 1. The name of the Club shall be the Southern California Airedale Association, INC.
  
  
• SECTION 2. The objectives of the Club shall be:
  1. To encourage and promote quality in the raising and breeding of purebred Airedale Terriers and to do all possible to bring their natural qualities to perfection.
  2. 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 Airedale Terriers shall be judged.
  3. To do all in its power to protect and advance the interests of the breed by encouraging sportsmanlike competition at dog shows, matches and obedience trials.
  4. To conduct sanctioned and licensed specialty shows, matches and obedience trials under the rules 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 become of advantage or benefit of any member or 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 objectives.

BY-LAWS

Article I - MEMBERSHIP

• SECTION 1. ELIGIBILITY:
  1. There shall be five types of membership open to all persons 18 years of age and older who are in good standing with The American Kennel Club and who subscribe to the purposes of this Club.
  2. While membership is to be unrestricted as to residence, the Club's primary purpose is to be representative of the breeders and exhibitors in Los Angeles County, or adjacent Counties within commuting area to meetings held "in the greater Los Angeles area"

1. INDIVIDUAL MEMBER - Enjoys all the privileges including voting and holding office.
2. FAMILY MEMBERSHIP - Two persons residing in the same household. Each enjoys all the privileges including voting and holding office. Each is entitled to a separate vote.
3. HONORARY MEMBERSHIP - Honorary members do not pay dues and cannot vote or hold office. Can maintain active voting status by payment of dues.
4. SUPPORTING MEMBERSHIP - Enjoys all the privileges except voting or holding office.
5. JUNIOR MEMBERSHIP - Shall be open to persons 10 through 17 years of age. Enjoys all the privileges except voting or holding office. Upon reaching their 18th birthday they may apply for membership as INDIVIDUAL, FAMILY or SUPPORTING, and pay applicable dues: OR retain current status for the balance of the Fiscal Year, status quo.

• SECTION 2. DUES. Membership dues shall be set by the voting membership for each type of membership but not to exceed $35.00 per person, per year. Dues are payable on or before the first day of the Fiscal Year. No member may vote whose dues are not paid for the current year. During the month of June the Treasurer shall send to each member a statement of his dues the ensuing year. The FISCAL YEAR of the Club shall run from 1 August to 31 July. Prorating dues is allowed.
  
  
• SECTION 3. ELECTION TO MEMBERSHIP. Each applicant (any person who owns, or in whose immediate family owns an Airedale Terrier, or who is favorable to the purpose of this Club) 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 by-laws 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 one member 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 and each application is to be read at the first meeting of the Club following its receipt. At the next Club meeting the application will be voted upon and affirmative votes of ¾ of the members present and voting at that meeting shall be required to elect the applicant.
  A prospective member must attend one meeting before approval for membership can be made.
  Applicants for membership who are rejected by the Club may not re-apply within six months after such rejection.
  Honorary membership may be elected by affirmative votes of ¾ of the members present and voting at that meeting.
  
  
• SECTION 4. TERMINATION OF MEMBERSHIP.
  Memberships may be terminated:
  1. 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.
  2. 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 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.
  3. By expulsion. A membership may be terminated by expulsion as provided in Article VI of these by-laws.

Article II - MEETINGS AND VOTING

• SECTION 1. CLUB MEETING. Meetings of the Club shall be held every 3 months, minimum of 4 times a year, within the greater Los Angeles area, at such hour and place as may be designated by the Board of Directors. Written notice of each such meeting shall be mailed by the Secretary or by Newsletter, at least 14 days prior to the date of the meeting. The quorum for such meetings shall be 20% of the members in good standing and eligible to vote on Club affairs.
  
  
• 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 5 members of the Club who are in good standing, and eligible to vote on Club affairs. Such special meetings shall be held in the greater Los Angeles area at a place, date and hour as may be designated by the person(s) authorized herein to call such meetings. Written notice of such a meeting shall be mailed by the Secretary at least 7 days, and not more than 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 such a meeting shall be 20% of the members in good standing and eligible to vote on Club affairs.
  
  
• SECTION 3. BOARD MEETINGS. Meetings of the Board of Directors shall be held within the greater Los Angeles area at such hour and place as may be designated by the Board of Directors. Meetings shall be held every 3 months, minimum of 4 times a year. Written notice of each such meeting shall be mailed by the Secretary at least 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 3 members of the Board. Such special meetings shall be held in the greater Los Angeles 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 5 days and not more than 10 days prior to the date of the meeting, or telephone/telegraphic notice shall be filed at least 3 days and not more than 5 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. IN EMERGENCY, these time limits and written notice may be waived upon unanimous vote of all members of the Board.
  
  
• SECTION 5. VOTING. Each member of record as: Individual, or Family Membership, 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 is present. Proxy voting will not be permitted at any Club meeting or election.
  All votes on judges at general meetings to be by secret ballot. It shall be the spirit of the Club that any contemplated judge receiving a 2/3 vote of approval of the members present in the meeting assembled shall receive the hearty support of the entire membership.

Article III - DIRECTORS AND OFFICERS

• SECTION 1. BOARD OF DIRECTORS. The Board shall be comprised of the President, 1st Vice President, 2nd Vice President, Secretary, Treasurer and 3 other persons all of whom shall be members in good standing and all of whom shall be elected for 1 year terms at the Club's annual meeting as provided in Article IV. The immediate past President, if he remains in good standing, shall automatically be appointed to the Board of Directors with all voting privileges. In the event the President is re-elected to the Presidency or any other office, three Directors will be elected. General management of the Club's affairs shall be entrusted to the Board of Directors.
  
  
• SECTION 2. OFFICERS. The Club's officers, consisting of the President, 1st Vice President, 2nd 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. Officers shall hold office for the term of 1 year. The President, 1st and 2nd Vice Presidents shall not serve in the same office more than 2 years successively.
  1. THE PRESIDENT shall preside at all meetings of the Club and of the Board, and shall have the duties and powers normally appurtenant to the office of President in addition to those particularly specified in these by-laws. On all other matters he shall vote in the case of a tie and then give the deciding vote.
  2. THE 1ST VICE PRESIDENT shall have the duties and exercise the powers of the President in case of the President's death, absence or incapacity.
  3. THE 2ND VICE PRESIDENT shall discharge all the duties of the President, if both the President and 1st Vice President are absent.
  4. THE SECRETARY shall keep a record of all meetings of the Club and of the board and of all matters of which the Club shall order a record. He shall 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, carry out such other duties as are prescribed in these by-laws. Shall record all actions of the Club which may pertain to its history or which may have a bearing upon any show that the Club may hold. Direct and supervise person(s) appointed by the Board to assist the Secretary to carry out the secretarial duties.
  5. THE TREASURER shall collect and receive all moneys due or belonging to the Club. He shall deposit the same in a bank designated by the Board, in the name of the Club. His books shall at all times be open to inspection of the Board, and he shall report to them at every meeting the condition of the Club's finances, and every item of receipt or payment not before reported, and at the Annual meeting he shall render an account of all moneys received and expended during the previous fiscal year. The Treasurer shall be bonded in such an amount, as the Board of Directors shall determine. He shall be empowered to draw on the treasury a floating petty cash fund in the amount of $25.00. Expenditures made from this fund shall be reported with the Treasurer's monthly report.
     
     
• SECTION 3. 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 the President shall be filled automatically by the First Vice President, the 2nd Vice President shall fill the vacancy in the office of the First Vice President and the resulting vacancy in the office of the 2nd Vice President shall be filled by the Board.

Article IV - THE CLUB YEAR, ANNUAL MEETING AND ELECTIONS

• SECTION 1. CLUB YEAR. The Club's fiscal year shall begin on the 1st day of August and end on the 31st day of July. 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.
  
  
• SECTION 2. ANNUAL MEETING. The annual meeting shall be held in the month of July at which Officers and Directors for the ensuing year shall be elected by secret, written ballot from among those nominated in accordance with Section IV of this Article. In the event of an un-contested slate, there shall be no voting and the Secretary shall cast one ballot for the slate at the Annual Meeting.  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 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 3 nominated candidates for other positions on the Board that receive the greatest number of votes for such positions shall be declared elected.
  
  
• SECTION 4. NOMINATIONS. No person may be a candidate in a Club election who has not been nominated. During the month of March, the Board shall select a Nominating Committee consisting of 3 members, not more than 1 of who may be a member of the Board. The Board shall name a Chairman for the Committee and it shall be his duty to call a committee meeting or communicate with the other Committee members during the month of April.
  1. The Committee shall nominate 1 candidate for each office and 3 candidates for the 3 other positions on the Board, and, after securing the consent of each person so nominated, shall immediately report their nominations to the Secretary in writing.
  2. Upon receipt of the Nominating Committee's report, the Secretary shall before the May meeting notify each member in writing of the Candidates so nominated, not less than 14 days before the meeting.
  3. Additional nominations may be made at the May 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 position. This includes write-in candidates. Nominations shall then be closed.
  4. Nominations cannot be made at the annual meeting or in any manner other than as provided in this Section.
     
     

  Article V - COMMITTEES

• SECTION 1. The Board may each year appoint standing committees to advance the work of the Club in such matters as specialty shows, obedience trials, trophies, annual prizes, membership and other fields which may well be served by committees. The Board may also appoint Assistants to Officers to carry out their duties as needed. Such committees and appointees 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.
  
  
• SECTION 2. Any committee/appointee may be terminated by a majority vote of the full membership of the Board upon written notice to the person(s); and the Board may appoint successors to that person(s) 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 $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 present them at a Board Meeting, and the Board shall first consider whether the actions alleged in the charges, if proved, 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 before the Board not less than 3 weeks or 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 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 majority vote of those present suspend the defendant from all privileges of the Club for not more than 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 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 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 if he wishes. The meeting shall then vote by secret written 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 voted, the Board's suspension shall stand.

Article VII - AMENDMENTS

• 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 with voting privileges. 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 3 months of the date of receipt of the petition by the Secretary.
  
  
• SECTION 2. The constitution and by-laws may be amended by a 2/3 vote of the members present with voting privileges 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 2 weeks prior to the date of the meeting.

Article VIII - DISSOLUTION

• SECTION 1. DISSOLUTION. The Club may be dissolved at any time by 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 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

• 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 last meeting
  Report of the President
  Report of the Secretary
  Report of the Treasurer
  Reports of the Committees
  Election of Officers and Board (at annual meeting)
  Election of new members
  Unfinished business
  New business
  Adjourn.
  
  
• SECTION 2. At meetings of the Board of Directors, 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 the Secretary
  Report of the Treasurer
  Reports of the Committees
  Unfinished business
  New business
  Adjournment

Article X - PARLIAMENTARY AUTHORITY

The rules contained in the current Robert's Rules of Order govern the Club in all cases to which they are applicable and not inconsistent with these bylaws and any special rules of order the Club may adopt.