Article I --
Name and Objectives
Section 1. The name of the Club shall be
THE NATIONAL SHIBA CLUB OF AMERICA, INC.
Section 2. The objectives of the Club shall be:
a.
To encourage and promote quality in the responsible breeding of purebred Shiba Inus and to do all possible to bring their natural
qualities to perfection;
b. To encourage the organization
of independent local Shiba Inu Clubs in those locations where there are
sufficient fanciers of the breed to meet the requirements of the American
Kennel Club, and offer guidance to these Clubs through NSCA membership;
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 the Shiba
Inu shall be judged;
d.
To do all in its power to protect and advance the interests of the breed and to
encourage sportsmanlike competition at dog shows, obedience trials, companion
and performance events.
e. To conduct sanctioned matches,
specialty shows, obedience trials and any other event for which the club is
eligible 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 profit 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.
BY-LAWS
Article I -- Membership
Section 1. Eligibility: All classes shall be open to all persons and
Shiba Inu Clubs that are in good standing with the American Kennel Club and who
subscribe to the purposes of this Club.
There shall be three (3) classes of membership with full
rights and privileges: Single, Household, and Lifetime The term “regular
member”, when used in this document, shall include these three (3)
classes:
a. Single regular membership shall be
open to all persons 18 years of age or older living in the
United States
, its Territories,
Possessions, or in active military service abroad. They shall be entitled to
all privileges and benefits of the Club.
b. Household regular membership shall be
open to two (2) adults, 18 years and older, living at the same residence. Both members
shall enjoy all the privileges and benefits of the Club, including the right to
vote and hold office. A household regular membership shall receive a single
subscription to the Club’s newsletter.
c. Lifetime membership is
open to any person who has been a regular member for thirty years. A Lifetime
member has the full privileges of a regular member but does not need to pay
dues.
Member Club is open to all local Shiba
Inu Clubs that meet the following requirements:
1. Shall
accept the Constitution and By-Laws of the NSCA and as approved by the AKC;
2.
Shall accept the breed standard as approved by the AKC;
3. Shall submit an application for membership that includes a copy of
its Constitution and By-Laws, a list of Officers, Directors, and members. In
order to maintain membership as a club, this information shall be updated
yearly when the dues for the following year are paid.
4. Shall have at least ten (10) members over
the age of 18 years.
Member Clubs may not hold office or
serve on committees, but are entitled to one (1) vote and a single
subscription to the Club’s newsletter. They are entitled to be represented at
meetings by one Delegate who must also be an NSCA member in good standing.
Member Clubs are entitled to all other benefits as provided by the Board of
Directors.
Associate
membership shall
entitle individuals to all privileges of the Club, excluding the right to vote,
to hold office, to be listed in the breeder directory, to sponsor new members,
and to chair committees. Associate members shall not count towards a quorum for
any Club meetings or business. Associate membership will enable members to
participate and enjoy Club membership without the responsibility of
participating in Club business and elections.
Members residing outside of the
United States of America
shall be
eligible only for associate membership, except for those residing in US
Territories, Possessions or in active military service abroad.
Any person 18 years of age or
older and residing within the United States may elect to change from associate
to regular, or regular to associate, membership during the open dues renewal
period.
All persons who are regular
members of the National Shiba Club of
America
on the date this
Constitution and By-Laws is ratified may retain regular membership status
regardless of the duration of their affiliation, except for foreign members who
will have their membership converted to associate during the next open dues
renewal period.
Junior membership shall be persons under the age of 18 years, who shall be
entitled to all privileges of the Club, excluding the rights to vote,
participate in the Breeder Referral program, and hold office. Junior members
may automatically convert to a regular membership upon reaching their 18th
birthday.
Section 2. Dues: Membership dues shall be set by the Board and will vary by class
but shall not exceed $100.00 per year although the Board may set a surcharge for foreign members to cover
the additional cost of international mailings..
The dues shall be payable on or before the 1st day of January each
year. After 30 days, a penalty of an additional one-year’s single membership is
required. After 60 days, individuals and households must re-apply. For
applications accepted after June 1st, dues shall be 1/2 of the stated
amounts. No member may vote whose dues
are not paid for the current year. During the month of October, the Treasurer
shall send to each member a statement of 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 which shall provide that the
applicant agrees to abide by these Constitution and By-Laws, the rules of the
National Shiba Club of America, Inc. and those of the American Kennel Club. The
application shall state the name, address, and occupation of the applicant and
such additional information as the Board of Directors requests. The application
for membership shall carry the endorsement of two regular 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 Membership Chairperson or the
Corresponding Secretary if there is no Membership Chair. The name of the applicant,
along with information required by the Board, shall be published in the next
newsletter following receipt of the application. Any regular member in good
standing may submit to the Corresponding Secretary any information that may
affect the eligibility or worthiness of the applicant, and such information
shall be presented within 30 days after publication. The Board shall then
consider any information submitted and may decide to postpone the voting on the
application pending further investigation, or may vote upon the application at
the next meeting, which is more than 30 days after publication. Applicants may
be elected by secret ballot at a meeting of the Board of Directors, by vote of
the Directors by mail, or facsimile transmission. Affirmative votes of 2/3 of
the Directors present at a meeting of the Board, or 2/3 of the entire Board
voting by mail or facsimile, shall be required to elect an applicant.
An
application 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
regular members may elect such applicant by secret ballot and a favorable vote
of 75% of the regular members present
Applicants for membership who have been rejected by the Club may not
re-apply within 12 months after such rejection. All fees shall be returned in
the event of rejection.
Section 4. Termination of Membership: Membership may be terminated
by:
a. Resignation: Any member in good
standing may resign from the Club upon written notice to the Corresponding
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. Lapsing: A membership will be
considered lapsed and automatically terminated if such member’s dues remain
unpaid 60 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 whose dues are
unpaid.
c. Expulsion: A membership may be
terminated by expulsion as provided in Article VI of these By-Laws.
Article II -- Meetings
Section 1. Club Meetings: The Annual
Meeting of the Club shall be held in conjunction with the Club’s National
Specialty show, if possible, at a place, date, and hour designated by the Board
of Directors. If there is no National Specialty in a given year, a Regional
Specialty will be chosen. The Corresponding Secretary shall mail written notice
of the Annual Meeting, to each member at least 30 days prior to the date of the
meeting. Minutes of the meeting shall be published in the newsletter. A quorum
for the Annual Meeting shall be 10 percent of the regular members in good standing.
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 at a meeting of the Board or who vote
by mail; or shall be called by the Corresponding Secretary upon receipt of a
petition stating the reason for such a meeting and signed by 10% of the regular
members of the Club eligible for voting. Written notice of such a meeting shall
be published in the newsletter or mailed by the Corresponding Secretary at least
14 days prior to, and not more than 30 days before the date of the meeting. The
notice shall state the purpose of the meeting, and no other Club business may
be transacted. The meeting shall be held at a time and place designated by the
Board. A quorum for such a meeting shall be no less than 10 percent of the
regular members in good standing
Section 3. Board Meetings: The first
meeting of the Board shall be held shortly after the new Board takes office on
January 1st. Other meetings of the Board of Directors shall be held at such
times and places as are designated by the President or a majority vote of the
entire Board. Notice of such meetings shall be sent by the Corresponding
Secretary at least 7 days prior to the date of the meeting. A quorum shall be a
majority of the Board members. The Board may conduct business through the mail
via the Recording Secretary. The Board may also conduct business via conference
calling, telephone services, or electronic mail provided it does not conflict
with any other provision of these by-laws
but, in addition, a written ballot must be sent to each Director in these
situations. Votes taken by telephone
conference call, mail, facsimile, or electronic mail must be confirmed by the
Recording Secretary in writing within seven days. A majority of the
Board voting by mail shall be required to pass any motion. All results of Board voting must be sent to
each Director.
Section 4. Definitions and
Explanations: For the purposes of this
document, the definition of “Meetings” and “Business” will be as follows:
(a) Meetings:
are defined as gatherings where attendees see and/or hear each other. This
includes meeting (in person) "physically" in the same room or
conducting a meeting by videoconference or teleconference.
(b) Business (voting): can be conducted at meetings or
through mail, fax or email. In order for business to be conducted by e-mail the
following precautions must be in place and included in the bylaws):
1) Every board member must be provided with a
means to participate; 2) A procedure must be in
place to verify the identify of the individuals participating to ensure that
they are the eligible board members; 3) A
mechanism must be in place to verify that the eligible board members are"
listening"; 4) All Board members must agree
in writing to participate in this manner.
Section 5. Meeting attendance: All
general meetings are open to anyone wishing to attend. Only Board members may
attend Board meetings, except by approval of the majority of the Board members
present at the meeting
Article III -- Directors and Officers
Section 1. Board of Directors: The
Board shall be comprised of the 5 officers and 4 other persons serving as the
Board of Directors, all of whom shall
be regular members in good standing and all of whom shall reside in the
United States
.
They shall be elected for one (1) year terms as provided in Article IV and
shall serve until their successors are elected or their positions are vacated.
General management of the Club’s affairs shall be entrusted to the Board of
Directors.
Only one (1) person from an
individual household shall serve at any one time on the Board of Directors.
Section 2. Officers: The Club’s officers, consisting
of the President, Vice President, Recording Secretary, Corresponding Secretary,
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 the Board, and shall have the duties and powers
normally appurtenant to the office of President in addition to those
particularly specified by these By-Laws.
b.
The Vice President shall have the
duties and exercise the powers of the President in case of the President’s
death, absence or incapacity.
c. The Corresponding
Secretary shall have charge of the correspondence, notify the Board and
Club members of their meetings, notify officers and Directors of their election
to office, notify new members of their election to membership, keep a roll of
the members of the Club with their addresses, and carry out such other duties
as are prescribed in these by-laws. The
Corresponding Secretary may Delegate a portion of his or her duties to a
Membership Chair.
d. The Recording Secretary shall keep a record
of all meetings of the Club and of the Board and all votes taken by mail,
facsimile, electronic mail, or telephone conference calls and of all matters of
which a record shall be ordered by the Club, maintain a book of motions, and
carry out such other duties as are prescribed in these by-laws.
The Recording and Corresponding
Secretary’s positions may be combined by the Board of Directors prior to the
nomination of officers and Board members for the following year. If this is
done, the number of Board members shall be increased to five.
e.
The Treasurer shall collect and
receive all moneys due to and belonging to the Club. Moneys shall be deposited
in a bank designated by the Board in the name of the Club. At all times, the
books shall be open to inspection by the Board, and a report shall be given at
every meeting regarding the condition of the Club’s finances and every item of
receipt or payment not before reported. At the Annual Meetings, an accounting
shall be rendered of all moneys received or expended during the previous fiscal
year. The Treasurer shall be bonded in such an amount as the Board shall
determine.
f.
The AKC Delegate shall, among other
duties, report to the Club all actions and matters discussed at the American
Kennel Club’s Quarterly Meetings. The Delegate shall be a membership elected
position, but shall not be a voting position on the Board of Directors. The
Delegate shall be elected for a two year term and will remain in that position
until a successor has been approved by the AKC.
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 members of the Board
at its first regular meeting following the creation of such a 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 Vice President and
the resulting vacancy in the office of Vice President shall then be filled by the
Board.
Article IV -- The Club Year, Voting,
Nominations, and Elections
Section 1. Club Year: The Club’s fiscal
year shall begin on the first day of January and end the last day of December.
The Club’s official year shall
coincide with the Club’s fiscal year. The newly elected Officers and Board of
Directors shall take office on January 1st and each retiring Officer
shall turn over to his or her successor in office all properties and records
relating to that office within 30 days of that date.
Section 2. Voting: Each regular member in good
standing shall be entitled to one vote at any general meeting of the Club at
which he or she is present. Voting by proxy shall not be permitted. For those
issues put before the entire general membership, specifically annual elections
of Officers and Directors, changes in the breed standard or Code of Ethics,
amendments to the Constitution and By-Laws, expulsion and other issues
designated by the Board of Directors, voting shall be by written ballot cast by
mail via a designated professional firm chosen by the Board.
Section 3. Elections: The election of Officers, Board
of Directors, and Delegate to the American Kennel Club, shall be conducted by
secret ballot. The Board shall designate an independent accounting firm to receive,
count, and report the results of the balloting. The results of the balloting
are to be reported to the Corresponding Secretary, who shall notify all
candidates and the membership of the results.
Nominated candidate receiving the
greatest number of votes for each office shall be declared elected. The four or
five nominated candidates for other positions of the Board who receive the
greatest number of votes for such positions shall be declared elected. If any
nominee, at the time of the election 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.
Section 4. Nominations: No person may be a candidate in
a Club election who has not been nominated in accordance with these By-Laws. By
July 15, the Board shall appoint a Nominating Committee consisting of three
regular members from different areas of the USA, and two alternates, all
regular members in good standing, no more than one (1) of whom may be a member
of the current Board of Directors. The Board shall name a chairman for the
Committee. The Committee shall meet or otherwise conduct business before August
15.
a.
The Committee shall nominate one candidate for each office and for each
position on the Board including the Delegate to the American Kennel Club, who
shall be nominated every other year, and shall procure the acceptance of each
nominee so chosen. The Committee should consider geographic representation of
the membership on the Board to the extent that it is practicable to do so. The
Committee shall then submit its slate of candidates to the Corresponding
Secretary, who shall mail, or cause to be mailed, the list, including the full
name of each candidate and the name of the state in which he resides, to each
member of the Club on or before September 15, so that additional nominations
may be made by the members if they so desire.
b.
Additional nominations of eligible members may be made by written petition, signed
by five members, addressed to the Corresponding Secretary and postmarked on or
before October 15, and accompanied by the written acceptance of each additional
nominee signifying his willingness to be a candidate. Except for the position
of Delegate, no person shall be a candidate for more than one position.
c. If
no valid additional nominations are postmarked on or before October 15, the
Nominating Committee’s slate shall be declared elected and no balloting is
required. This elected slate of officers will seat on January 1 of the
following year.
d.
If one or more valid additional nominations are postmarked on or before October
15, the Corresponding Secretary shall, by November 1, mail, or cause to be
mailed to each regular member in good standing, a ballot listing all of the
nominees for each position in alphabetical order, with the names of the states
in which they reside, together with a blank envelope and a return envelope
addressed to a designated professional firm. This return envelope must also
have the regular member’s name and return address on it. So that the ballots
may remain secret, each voter after marking his or her ballot,
shall seal it in the blank envelope that, in turn, shall be placed in the
second envelope addressed to a designated professional firm. The designated
professional firm shall check the returns against a list of regular members,
whose dues are paid for the current year, prior to opening the outer envelopes
and removing the blank envelopes, and shall certify the eligibility of the
voters as well as the results of the voting. All ballots received by the
designated professional firm must be postmarked by December 1, and counted by
December 15. Any ballot received by the designated professional firm postmarked
after December 1, shall be considered invalid. The results of the election
shall be announced to the membership, as soon as possible, by the Corresponding
Secretary using a method(s) that reaches all members.
e.
Nominations cannot be made at the Annual Meeting or in any manner other than
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 Shows, Obedience Trials, Trophies, Annual
Awards, Membership, and other such fields which may 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 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 privileges of this Club for a like
period.
Section 2. Charges: Any member may prefer charges against a member for alleged
conduct prejudicial to the best interests of the Club or the breed. Written
charges with specifications must be filed in duplicate with the Corresponding
Secretary, together with a deposit of $75.00, which shall be forfeited if such
charges are not sustained by the Board or a Board committee following a
hearing, or if the Board refuses to entertain jurisdiction. 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 or the breed. If the Board
considers that the actions alleged in the charges, if proven, do not constitute
conduct, which would be prejudicial to the best interests of the Club or the
breed, 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 or a
committee of not less than three members of the Board, not less than three
weeks nor more than six weeks thereafter. The
Corresponding Secretary shall promptly send one copy of the charges to the
accused member by certified 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 or Board Committee
shall have complete authority to decide whether counsel may attend the hearing,
but both complainant and defendant shall be treated uniformly in that regard. The hearing may be conducted in person, via telephone
conference call, or video conference at the discretion of the Board. Should the charges be sustained, after hearing all
the evidence and testimony presented by the complainant and defendant, the
Board or Board Committee may, by majority vote of those present, reprimand or
suspend the defendant from all privileges of the Club for not more than 6
months from the date of the hearing or until the next annual meeting if that
will occur after six months. (A written reprimand, directed exclusively to the
member may be somewhat detailed but an official, published, reprimand should
only indicate that subsequent to a Board hearing “…member X was officially
reprimanded as a result of charges filed by member Y.”) If it deems that
punishment insufficient, it may also recommend to the membership that the
penalty be expulsion. In such a case, the suspension shall not restrict the
defendant’s right to appear before his fellow members at the ensuing Club
meeting which considers the recommendation of the Board or the Board Committee.
Immediately after the Board or Board Committee has reached a decision, its
findings shall be put in written form and filed with the Recording Secretary.
The Corresponding Secretary, in turn, shall notify each of the parties of the
Board’s decision and penalty, if any. All the above proceedings shall be done
and remain in executive session.
Section 4. Expulsion: Expulsion of a member from the Club may be
accomplished only at the Annual Meeting of the Club following a hearing and
upon recommendation by the Board or Board Committee as provided in Section 3 of
this Article. 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 findings and recommendations, and shall invite the
defendant, if present, to speak in his own behalf. The meeting shall then vote by secret ballot
on the proposed expulsion. A 2/3 vote of
those present and voting at the Annual 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, to the Standard for the
Breed, and to the Code of Ethics may be proposed by the Board of Directors or
by written petition addressed to the Corresponding Secretary signed by 20% of
the voting membership in good standing. Amendments proposed by such a 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. Within three months after approval by the AKC,
amendments to the Constitution and By-Laws must be submitted to the membership
for a vote.
Section 2. The
Constitution and By-Laws, the Standard for the Breed, or the Code of Ethics may
be amended at any time provided a copy of the proposed amendment has been
mailed by the Corresponding Secretary to every voting regular member in good
standing on the date of the mailing, accompanied by a ballot on which a choice
for or against the action to be taken shall be indicated. Dual-envelope
procedures described in Article IV, Section 4(d) shall be followed in handling
such ballots to assure secrecy of the vote. Notice with such ballots shall
specify a date not less than 30 days after the date postmarked by which date
the ballots must be returned to the designated professional firm to be counted.
A favorable vote of 2/3 of the regular members in good standing who returned
valid ballots within the time limit shall be required to effect any such
amendment, change to the Standard for the Breed or to the Code of Ethics.
Section 3. No amendment to the
Constitution and By-Laws or the Standard for the Breed that is adopted by the
Club shall become effective until it has been approved by the Board or
Directors of the American Kennel Club.
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 members in good standing. In the event of 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 the last meeting
Report of the President
Report of the Recording Secretary
Report of the Corresponding 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
Adjournment
Section 2. At
meetings of the Board, the order of business, unless otherwise directed by the
majority vote of those present, shall be as follows:
Reading of the minutes of the last meeting
Report of the Recording Secretary
Report of the Corresponding Secretary
Report of the Treasurer
Reports of Committees
Unfinished Business
Election of new members
New Business
Adjournment
Article X- Parliamentary Authority
Section 1. 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 By-Laws and any other special rules of order the Club may adopt.
Approved: June 30, 2006
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