FDKC Constitution

Listed below are the Framingham District Kennel Club Constitution & By-Laws:

FRAMINGHAM DISTRICT KENNEL

CLUB, INC.

CONSTITUTION

ARTICLE I

Name and Objects

SECTION 1. The name of the Club shall be The Framingham District Kennel Club.

SECTION 2. The objectives of the Club shall be:

(a) to further the advancement of all breeds of pure-bred dogs;

(b) to do all in its power to protect and advance the interests of all breeds of pure-bred dogs and to encourage sportsmanlike competition at dog shows and obedience trials;

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 by-laws as may be required to carry out these objectives.

FRAMINGHAM DISTRICT KENNEL CLUB, INC

BY-LAWS

Article I

Membership

SECTION 1. Eligibility. There shall be one type of membership open to all persons eighteen years of age and older who are in good standing with the American Kennel Club and who subscribe to the purposes of this Club.

SECTION 2. Dues. Membership dues shall be $5.00 per year, payable on or before the 1^st day of March of each year. No member may vote whose dues are not paid for the current year. During the month of January, 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 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 two members. Accompanying the application, the prospective member shall submit dues payment for the current year.

All applications are to be filed with the Corresponding Secretary and each application is to be read at the first meeting of the Board following its receipt. At the next Board meeting the application will be voted upon and affirmation of ¾ of the Board 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 one year after such rejection.

SECTION 4. 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; 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.

(b.) 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.

(c.) 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. Five meetings of the Club shall be held each year on the fourth (4^th) Thursday of the month within 50 miles of the Town of Framingham at such hour and place as may be designated by the Board of Directors. Written notice of each meeting shall be mailed by the Corresponding 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. At such times as the Board of Directors deems it in the best interest of the Club, they may, by a majority vote of the Directors present, elect to change the date of the meeting.

SECTION 2. Special Club Meetings. 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 Corresponding Secretary upon receipt of a petition signed by five members of the Club who are in good standing. Such special meetings shall be held within 50 miles of the Town of Framingham at such place, date, and hour as may be designated by the person pr persons authorized herein to call such meetings. Written notice of such a meeting shall be mailed by the Corresponding Secretary at least 5 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.

SECTION 3. Board Meetings. Five meetings of the Board of Directors shall be held each year on the fourth (4^th) Thursday of the month within 50 miles of the Town of Framingham 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 Corresponding Secretary at least 10 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, or shall be called by the Corresponding Secretary upon receipt of a written request signed by at least three members of the Board of Directors. Such special meetings shall be held within 50 miles of the Town of Framingham at such place, date, and hour as may be designated by the person authorized herein to call such meetings. Written notice of such a meeting shall be mailed by the Corresponding Secretary at least 5 days and not more than 10 days prior to the date of the meeting or a 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 Club business may be transacted thereat. A quorum for such 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 vote at any meeting of the Club at which he is present. Proxy voting will not be permitted at any club meeting or election.

Article III

Directors and Officers

SECTION 1. Board of Directors. The Board shall be comprised of the President, Vice-President, Corresponding Secretary, Treasurer, Assistant Treasurer and Recording Secretary and other persons all of whom shall be members in good standing and all of whom shall be elected by the members present, for one-year terms at the Club’s annual meeting as provided in Article IV and shall serve until their successors are elected. General management of the Club’s affairs shall be entrusted to the Board of Directors consisting of a total of fifteen (15) members.

SECTION 2. Officers. The Club’s officers, consisting of the President, Vice-President, Corresponding Secretary, Recording Secretary, Treasurer and Assistant Treasurer shall serve in their respective capacities both with regard to the Club and its meetings and the Board and its meetings.

(a.) 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.

(b.) The Vice-President shall have the duties and exercise the power of the President in case of the President’s death, absence or incapacity.

(c.) The Recording 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.

(d.) The Corresponding Secretary 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 Club members with their addresses, and carry out such other duties as are prescribed in these by-laws.

(e.) 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 amount as the Board of Directors shall determine.

(f.) The Assistant Treasurer shall have the duties and exercise the power of the Treasurer in the event of his death, absence or incapacity.

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 President or Treasurer shall be filled automatically by the Vice-President or Assistant Treasurer respectively and the resulting vacancy in the office of Vice-President or Assistant Treasurer shall be filled by the Board.

Article IV

The Club Year, Annual Meeting, Elections

SECTION 1. Club Year. The Club’s fiscal year shall begin on the 1^st day of January and end on the 31^st day of December.

SECTION 2. Annual Meeting. The annual meeting shall be held in the month of September at which Officers, Delegate to the American Kennel Club 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 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 9 nominated candidates for other positions on the Board who 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 May, the Board shall select a Nominating Committee consisting of three members and two alternates, not more than one of whom shall be a member of the Board. The Corresponding Secretary shall immediately notify the committeemen and alternates of their selection. The Board shall name a Chairman for the Committee and it shall be his duty to call a committee meeting which shall be held on or before June 15.

(a.) The committee shall nominate one candidate for each office and for Delegate who may, but need not be, an officer or director of the Club, and 9 candidates for the 9 other positions on the Board, and after securing the consent of each person so nominated, shall immediately report their nominations to the Corresponding Secretary in writing.

(b.) Upon receipt of the Nominating Committee’s report, the Corresponding Secretary shall, before July 15^th, notify each member in writing of the candidates so nominated.

(c.) Additional nominations may be made in writing by August 15 by any member who shall present to the Corresponding Secretary a written statement from the proposed candidate signifying his willingness to be a candidate. Except for the position of Delegate no person may be a candidate for more than 1 position, and the additional nominations which are provided for herein may be made only from among those members who have not accepted a nomination of the Nominating Committee.

(d.) 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 dog 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.

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 service has 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. Written charges with specifications must be filed in duplicate with the Corresponding 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 Corresponding 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 that 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 3 weeks nor more than 6 weeks thereafter. The Corresponding 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 so 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 be a majority vote of those present suspend the defendant from 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 Corresponding Secretary. The Corresponding Secretary, I 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 the 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 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 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.

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 Corresponding Secretary signed by twenty 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 Corresponding Secretary for a vote within three months of the date when the petition was received by the Corresponding Secretary.

SECTION 2. The constitution and by-laws may be amended by a 2/3 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.

SECTION 3. No amendments to the constitution and by-laws that is adopted by the Club shall become effective until it has been approved by the Board of Directors of the American Kennel Club.

Article VIII

Dissolution

SECTION 1. Dissolution. 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 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 XI

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 the last meeting

Report of President

Report of Corresponding Secretary

Report of Treasurer

Reports of Committees

Election of Officers and Board (at annual meeting)

Unfinished business

New business

Adjournment

SECTION 2. At meetings of the Board, the order of business, unless otherwise directed by majority vote of those present, shall be as follows: