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TSCA Bylaws/Constitution

THE TIBETAN SPANIEL CLUB OF AMERICA, INC. CONSTITUTION
ARTICLE I-NAME AND OBJECTS Section 1. e name of the Club shall be e Tibetan Spaniel Club of America, Inc.
Section 2. e objects of the Club shall be:
(Approved, January 11, 2016 )
(a) (b) (c) (d) (e) (f )
to encourage and promote the selective breeding of pure-bred Tibetan Spaniels and to do all possible to bring their natural qualities to perfection;
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 Tibetan Spaniel shall be judged and bred;
to do all in its power to protect and advance the interests of the breed and encourage sportsmanlike competition at dog shows, and companion events;
to conduct sanctioned matches, specialty shows, companion events; and any other events for which the club is eligible under the Rules and Regulations of the American Kennel Club;
to encourage the organization of independent local Tibetan Spaniel Specialty Clubs in those localities where there are sufficient fanciers of the breed to meet the requirements of the American Kennel Club;
to promote the education of breeders, fanciers and the general public concerning the welfare and preservation of the breed as a means of sustaining the quality of the breed.
Section 3. e Club shall not be conducted or operated for pro t and no part of any pro ts or remainder or residue from dues or donations to the Club shall inure to the bene t of any member or individual.
Section 4. e members of the Club shall adopt and may from time to time revise such bylaws as may be required to carry out these objectives.

BYLAWS ARTICLE I MEMBERSHIP

Section 1. Eligibility.
ere shall be ve classes of membership open to persons who currently own or co-own a Tibetan Spaniel and are in good standing with the American Kennel Club Inc. (the AKC )and who subscribe to the purposes and Code of Ethics of this club. Foreign members must also be in good standing with the Club or dog registry of the country in which they reside.
(a)  Individual membership shall be open to US residents 18 years of age and older who shall enjoy all the privileges
of the Club including the right to vote and hold office.
(b)  Household membership is limited to two (2) US residents 18 years of age and older who reside in the same
household who shall enjoy all the privileges of the Club including the right to vote and hold office. Additional Household members may join as Individual members or Associate members, but cannot be included as a third Household member.
(c)  Foreign membership shall be open to any person 18 years of age and older, residing outside the United States, its territories and possessions, who shall enjoy all the privileges of the Club except the right to vote and hold office.
(d)  Associate membership shall be open to any person 18 years of age and older, residing within the club’s area, but are not active or outside the club’s area, enjoying all the privileges of the Club except the right to vote, hold office, or sit on Committees.
(e)  Junior Membership. Open to all persons between the ages of 9 years and 18 years of age who are in good standing with the AKC. Junior members will not be eligible to vote, hold an elected office, or participate as a member of the Nominating Committee. Upon reaching their 18th birthday they may automatically convert to a Single or Family Membership, if they wish to stay in the Club.

Section 2. Dues.
Membership dues shall be payable on or before the rst day of June of each year. No member may vote whose dues are not paid for the current year. During the month of April the Treasurer shall send to each member a statement of his dues for the ensuing year. e amount of annual dues shall be set by the Board of Directors but in no event may the amount exceed $75.00.

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 e American Kennel Club. e application shall state the name, address and occupation of the applicant and other information required by the Board of Directors. e application shall carry the endorsement of two members sponsors in good standing (aka Sponsors), not of the same household. Sponsors will not be of the same household and shall both have been TSCA members for at least one year. Accompanying the application the prospective member shall submit any required fees and dues payment for the current year. If an applicant is approved for membership with less than 6 months remaining in the scal year, their dues payment will be applied to the ensuing year.
Applicants may be elected at any meeting of the Board of Directors or by written vote of the directors by mail. Affirmative votes of 2/3 of the directors present at a meeting of the Board or of 2/3 of the entire Board voting by mail shall be required to elect an applicant. Once an applicant has been successfully approved for membership by the Board of Directors and has had their name published in the TSCA Newsletter, the membership will have a period of 30 days from the time postmarked on the newsletter to offer comment, either in favor or not in favor of the pending application. If no negative response is submitted to the Board of Directors within 30 days the application will be accepted and the applicant will gain full member status. All negative comments must be submitted to the Board in writing. An applicant whose application has received a negative response will not be entered into membership until their application has been read to and approved by a majority of the members in good standing and in attendance at the annual general meeting.
Applicants who have been rejected by the Club may not re-apply within 90 days after such rejection. 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 Club may elect such applicant by favorable vote of 2/3 of the members present.

Section 4. Termination of Membership. Membership may be terminated:
(a) (b)
(c)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 rst day of each scal year.
by lapsing. A membership will be considered lapsed and automatically terminated if such member’s dues remain unpaid 90 days after the rst day of the scal 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 meeting whose dues are unpaid as of the date of that meeting.
by expulsion. A membership may be terminated by expulsion as provided in Article VII of these bylaws.

ARTICLE II MEMBER CLUBS

Section 1. Eligibility.
Membership of a local breed club shall be open to all clubs which meet the criteria listed in Article II, Section 4.

Section 2. Fees.
Club membership fees shall be set by the TSCA Board and shall not exceed $50.00. Dues are payable on or before the rst day of June each year. During the month of April, the Treasurer will notify the President of record of each member club of the fees due the ensuing year.

Section 3. Voting.
Member clubs are not eligible to vote.

Section 4. Application for Club Membership.
Each applicant for club membership shall apply on a form approved by the Board of Directors which shall provide that the applicant club agrees to abide by these constitution and by-laws and the rules of the American Kennel Club, and any other information prescribed by the Board. Each club must have been in existence for two years and must have given at a minimum one AKC sanctioned “B” match.
Each application shall be accompanied by:
(a) the club’s current constitution, by-laws and code of ethics;
(b) the names and addresses of current officers, directors and members; (c) a brief resume of the Club history;
(d) e fees and dues payable for the current year.

Section 5. Election to Club Membership.
Affirmative votes of 2/3 of the Board of Directors present at a meeting of the Board or 2/3 of the entire Board voting by mail shall be required to elect a member club applicant. Rejected club applicants shall be promptly notied in writing of the reason for rejection and they may re-apply after 90 days from the date of the rejection notice.

ARTICLE III MEETINGS

Section 1. Annual Meeting.
The annual meeting of the Club shall be held in conjunction with the Tibetan Spaniel Club of America National Specialty show if possible at a place, date and hour designated by the Board of Directors. Written notice of the annual meeting shall be mailed by the Secretary to each member at least 30 days prior to the date of the meeting. If the timing is appropriate, the Newsletter may be used as the vehicle for informing the membership of the annual meeting. The quorum for the annual meeting shall be 10% of the members in good standing.

Section 2. Special Club Meetings.
Special Club meetings may be called by the President or by majority vote of the members of the Board who are present at a meeting of the Board or who vote by mail, and shall be called by the Secretary upon receipt of a petition signed by 10% of the members of the Club who are in good standing. Such meeting shall be held at such place, date and hour as may be designated by the Board of Directors. In the case of a special meeting called by member petition, the meeting shall be held within 45 days from the date the Board receives such valid petition. Written notice of such meeting shall be mailed by the Secretary at least 14 days and not more than 30 days prior to the meeting. e notice of the meeting shall state the purpose of the meeting and no other club business may be transacted. If the timing is appropriate, the Newsletter may be used as the vehicle for informing the membership of special club meetings. e quorum for such a meeting shall be 10% of the members in good standing.

Section 3. Board Meetings.
The annual meeting of the Board shall be held during the week of the National Specialty. Other meetings of the Board of Directors shall be held at such times and places; or via telephone conference call or via video conference at such hour and place as may be designated by a majority vote of the entire Board. Written notice of each such other meeting shall be mailed or emailed by the Secretary to each member of the Board at least 14 days prior to the date of the meeting. e quorum for a Board meeting shall be a majority of the Board eligible to vote in person or by mail.

Section 4. Board Business.
Board business (voting) can be conducted at meetings or through mail, fax or e-mail, provided the State Laws where the club is incorporated permit such balloting and it does not con ict with any other provision in these bylaws.
In order for business to be conducted by email the following must occur:
Every board member must be provided with the means to participate;
A procedure must be in place to verify the identity of the individuals participating, to ensure that they are
eligible board members;
A mechanism must be in place to insure that members are “listening”;
All board members must agree to participate in this manner.

Section 5. Email Noti cation.
Members may be noti ed of club meetings, dues notices, minutes, and newsletters, and Board members may be noti ed of Board meetings, via email, provided the member or Board member has signed an authorization agreeing to this method of noti cation. Such authorization will be revocable upon noti cation. By signing such authorization, the member or Board member releases the Club from any liability should the electronic noti cation be received late or not at all due to circumstances beyond the Club’s control.

Section 6. Electronic Balloting.
The Club may conduct elections, votes on breed standard revisions, bylaw amendments and any other speci c questions the board of directors shall determine, via electronic balloting, provided Connecticut laws permit such balloting. Such balloting must be conducted by an independent organization which specializes in electronic balloting. A member must sign a written authorization agreeing to this method of balloting, which is revocable, which agrees to release the club from any liability should the ballot be received late or not received by the member, due to circumstances beyond the club’s control. Members not providing written authorization will continue to receive all materials via USPS.

ARTICLE IV DIRECTORS AND OFFICERS

Section 1. Board of Directors.
The Board shall be comprised of the President, Vice-President, Recording Secretary, Corresponding Secretary, Treasurer, the immediate Past-President and 5 other persons, all of whom shall be members in good standing who are residents of the United States. ey shall be elected for two-year terms, except for the immediate Past President, as approved in Article V, and shall serve until their successors are elected. e President, Corresponding Secretary and three Directors-at-Large shall be elected in even-numbered years, while the Vice-President, Recording Secretary,Treasurer and two Directors-at-Large in odd-numbered years. General management of the affairs of the Club shall be entrusted to the Board of Directors.

Section 2. Officers.
The Club’s officers, consisting of the President, Vice-President, Recording Secretary, Corresponding Secretary, and Treasurer shall serve in their respective capacities both with regard to the Club and its meetings and the Board and its meetings. e 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 the President in addition to those particularly speci ed in these by- laws. e President shall be bonded in such amount as the Board shall determine.
(a)   e Vice-President shall have the duties and exercise the powers of the President in case of the President’s death, absence, or incapacity.
(b)   e Recording Secretary shall keep a record of all meetings of the Club and of the Board and of all votes taken by mail and of all matters of which a record shall be ordered by the Club. e Recording Secretary shall have charge of all official communications among the members of the Board of Directors and from the Board of Directors to the general membership and shall further communicate to the entire Board all communications sent to him/her immediately on receipt. e Recording Secretary shall 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 members of the Club with their address, and carry out such other duties as are prescribed in these by-laws.
(c)   e Corresponding Secretary shall be responsible for all correspondence to and from the general public and all communications to the membership which does not originate from an official action of the Board of Directors. e Corresponding Secretary shall provide and forward to the Recording Secretary all matters which require a permanent record. Other duties from time to time may be speci cally assigned by the Board of Directors.
(d) e Treasurer shall collect and receive all monies due or belonging to the Club. e Treasurer shall deposit the same in a bank approved by the Board, in the name of the Club. e Treasurer’s books shall at all times be open to inspection by the Board and the Treasurer shall report to them at every meeting the condition of the Club’s nances and every item of receipt or payment not before reported; and at the annual meeting the Treasurer shall render an account of all monies received and expended during the previous scal year to both the membership and the Board. e Treasurer shall be bonded in such amount as the Board of Directors shall determine. Prior to a new Treasurer assuming his or her duties an official audit of the treasury shall be completed by an outside auditor.
Section 3. Other Board Members.
(a) Directors at Large shall be elected for two-year terms and serve as provided in Article V.
(b) e immediate Past-President shall also serve on the Board of Directors in an advisory role for a period of
one year. Upon the death or resignation of the sitting immediate Past-President the position shall remain vacant.

Section 4. Vacancies.
Any vacancies occurring on the Board or among the officers (except the position of President and immediate Past- President), shall be lled until the next annual election of that speci c position by a majority vote of the current members of the Board except that a vacancy in the office of President shall be lled automatically by the Vice- President for the duration of the vacating President’s term. e resulting vacancy in the office of Vice-President shall be lled by the Board. In case the immediate Past-President is unable to serve, the position will remain vacant until the next election cycle at which time there will be an immediate past president who shall serve within the constraints outlined in Section 3 above.

Section 5. Bonding and Insurance
All Officers and Directors shall be indemni ed from personal nancial liability through the TSCA purchasing of Directors and Officers Insurance.

ARTICLE V
THE CLUB YEAR, VOTING, NOMINATIONS, ELECTIONS

Section 1. Club Year.
The Club’s scal year shall begin on the rst day of June and end on the last day of May. e elected officers and directors shall take office on the rst day of June. Within 30 days of a newly elected officer(s) taking office, the retiring officer will turn over all properties and relevant records to his/her successor. Failure to do so within the 30 day period will result in suspension of all voting privileges for the retiring officer until such time that he/she has complied with the provisions of this section.

Section 2. Voting.
(a)(b) (c)
At the annual meeting or at a special meeting of the Club voting shall be limited to those members in good standing who are present at the meeting. e annual election of officers and directors, amendments to the constitution and bylaws and the standard for the breed shall be decided by written ballot cast by mail.
The Board of Directors may decide to submit other speci c questions for decisions of the members by written ballot cast by mail.
Voting by proxy shall not be permitted.

Section 3. Annual Elections.
(a)   e annual election of the Officers and Directors shall be held by secret ballot conducted by mail. On or
before April 25th , the Recording Secretary shall provide to each member in good standing, excluding foreign, Associate and Junior members, a ballot alphabetically listing all nominees for each office and position, together with other such materials as may be required for the return of the ballot in a secret manner, including, a biography of each candidate. Closing date of the election shall be determined by the Board annually but not less than 30 days after mailing of the ballots and not after the 31st day of May. Ballots received after the closing date shall be invalid.
(b)  Ballots shall be returned to the Recording Secretary or to the Board of Directors appointed Teller in accordance with instructions stated upon the ballot. No ballot received in any other manner or form shall be accepted.
(c)  Upon receipt of ballots, the Secretary or the appointed Teller shall validate that the voting member is in good standing and record the vote. e person receiving the largest number of votes for each position shall be declared elected.
(d)   e Recording Secretary shall immediately notify the Board, the elected or rejected nominee(s), and the general membership of the results of the election. Noti cation to the membership may be done via email or the newsletter to ensure it is completed in a timely manner. All counted ballots must be returned to the Recording Secretary. e ballots should be archived immediately upon receipt.
(e)  In the event only one candidate is nominated for each office and position the slate shall be declared elected by the Recording Secretary casting one token vote on the closing date of the election and no balloting of the general membership shall be required.

Section 4. Nominations.
No person may be a candidate in a Club election who has not been nominated. All nominees must have been a member in good standing of the TSCA for at least ve years. Only one person from an individual household may be nominated to or serve on the Board at any one time. Board members shall be residents of the United States of America.
By December 1st the Board shall select a Nominating Committee consisting of three members and two alternates, all members in good standing, no more than one of whom may be a member of the current Board of Directors. Neither foreign members nor the President may serve on the Nominating Committee. e Board shall name a chair for the Committee. e Nominating Committee may conduct its business by mail.
(a)   e Nominating Committee shall nominate from among the eligible members of the Club, one candidate for each office and for each other position on the Board of Directors and shall procure in writing the acceptance of each nominee so chosen. e Committee should consider geographical representation of the membership on the Board to the extent that it is practicable to do so. On or before February 1st the Committee shall submit its slate of candidates to the Recording Secretary. e Secretary shall notify the board that the Committee has completed its task. e nominating committee may be reconvened at any time before the slate is sent to the members, in the event that a candidate withdraws his/her nomination.
(b)  Upon receipt of the Nominating Committee’s report, the Recording Secretary shall, before March 1st notify each member in writing of the candidates so nominated. e candidates shall be listed by full name and current address.
(c)  Additional nominations of eligible members may be made by written petition addressed to the Recording Secretary and received at his/her regular address on or before April 1st, signed (signed and printed signature) by ve members and accompanied by the written acceptance of each such additional nominee signifying his/her willingness to be a candidate. e Recording Secretary will immediately notify the Board of Directions upon receipt of such a petition.
(d) No person may be a candidate for more than one position and the additional nominations which are provided for herein may be made from among those members who have not accepted a nomination of the Nominating Committee.
(e) Nominations cannot be made in any manner other than as provided in this section.

ARTICLE VI COMMITTEES

Section 1. Appointment.
The Board may each year appoint standing Committees to advance the work of the Club in such matters of the dogs shows, obedience trials, trophies, annual prizes, membership and other elds which may well be served by Committees. Such Committee shall always be subject to the nal authority of the Board. Special Committees may also be appointed by the Board to aid with particular projects. ese special Committees shall dissolve automatically upon completion of their special project. While the President may be a member of any Committee except the Nominating Committee, he/she shall not chair any Committee.

Section 2. Termination.
Any Committee appointment may be terminated by a majority vote of the full membership of the Board upon written notice to the appointees; and the Board may appoint successors to those persons whose service had been terminated. Upon the beginning of each new Board term, all Committees appointed by the prior Board shall dissolve and shall be noti ed in writing, and may or may not be reconstituted with the same members and chair as previously constituted, at the will of the new Board.

ARTICLE VII DISCIPLINE

Section 1. American Kennel Club Suspension.
Any member who is suspended from any 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 interest of the Club or the breed. Written charges with speci cations must be led in duplicate with the Recording Secretary together with a deposit of $50.00 which shall be forfeited if such charges are not sustained by the Board or Committee following the hearing. e Secretary shall promptly send a copy of the charges to each member of the Board or present them at a Board meeting. e Board shall rst consider whether the actions alleged in the charges, if proven, might be considered conduct prejudicial to the best interests of the Club or breed. If the Board considers that the charges do not allege conduct which would be prejudicial to the best interests of the Club or of the breed it may refuse to entertain jurisdiction. If the Board entertains jurisdiction of the charges it shall x a date of a hearing by the Board or a Committee of not less than three members of the Board, not less than 3 weeks not more than 6 weeks thereafter. e Recording 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 or 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. Should the charges be sustained, after hearing all the evidence and testimony presented by complainant and defendant, the Board or Committee may by a majority vote of those present suspend the defendant from all privileges of the Club for not more than six months from the date of the hearing or until the next annual meeting if that will occur after six months. e Board or Committee deems that punishment insufficient, it may also recommend to the membership that the penalty to 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 recommendation of the Board or Committee. Immediately after the Board or Committee has reached a decision, its ndings shall be put in written form and led with the Recording Secretary. e Recording Secretary, in turn, shall notify each of the parties of the decision and penalty, if any.

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 the recommendation of the Board or Committee as provided in Section 3 of this Article. e defendant shall have the privilege of appearing in his/her own behalf though no evidence shall be taken at this meeting. e President shall read the charges and the ndings and recommendations, and shall invite the defendant, if present, to speak in his own behalf. e membership shall then vote by secret written 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 suspension shall stand.

ARTICLE VIII AMENDMENTS

Section 1. Proposed Amendments.
Amendments to the constitution and bylaws and the standard for the breed may be proposed by the Board of Directors or by written petition addressed to the Recording Secretary signed by 20 percent of the membership in good standing. Amendments proposed by such petition shall be promptly considered by the Board of Directors and must be submitted to the members with recommendations of the Board by the Recording Secretary for a vote within three months of the date when the petition was received by the Secretary.

Section 2. Amendments by Mail.
The constitution and bylaws and the standard for the breed may be amended at any time provided a copy of the proposed amendment had been mailed by the Recording Secretary to each member in good standing on the date of the mailing, accompanied by a ballot (provided with other such materials as may be required for the return of the ballot in a secret manner) on which he/she may indicate his choice for or against the action to be taken. e notice shall specify a date not less than 30 days after the date of the mailing by which date the ballots must be returned to the Recording Secretary or designated teller to be counted. e favorable vote of 2/3 of the members in good standing who return valid ballots within the time limit shall be required to effect any such amendment.
No amendment to the constitution and bylaws that is adopted by the Club shall become effective until it has been approved by the Board of Directors of e American Kennel Club.

ARTICLE IX 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 good standing. In the event of dissolution of the Club other than for the purposes of reorganization, whether voluntary or involuntary, or by operation of law, none of the property of the Club nor any proceeds thereof nor 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 bene t of dogs, selected by the Board of Directors.

ARTICLE X ORDER OF BUSINESS

Section 1. Club Meetings.
At meeting 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 Secretaries
Report of Treasurer
Reports of Committees
Report of Elections of Officers and Board (Annual Meeting) Election of new members
Un nished business
New Business
Adjournment

Section 2. Board Meetings.
At meetings of the board, the order of business, unless otherwise directed by a majority vote of those present, shall be as follows:
Reading of minutes of last meeting
Report of Secretaries
Report of Treasurer
Report of Committees
Un nished business
Election of new members
New business
Adjournment

ARTICLE XI GOVERNING RULES

Section 1. Robert’s Rules of Order.
The rules in the current edition of Robert’s Rules of Order, Newly Revised, shall govern the Club in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any other special rules of order the Club may adopt.