Constitution & By-Laws
Constitution
Article I
Name and Objectives
Section 1. The name of the Club shall be the AMERICAN ASSOCIATION OF THE
COTON DE TULEAR, INC. (hereafter called AACDT, Inc.).
Section 2. The objectives of the Club shall be to:
a. To encourage and promote quality in the breeding of the pure-bred
Coton de Tulear and to do all possible to bring their natural qualities
to perfection, and to promote ethical breeding practices which preserve
both type and temperament.
b. To urge members and breeders to accept the Standard of the Coton de
Tulear as approved by the Federacion Cynologique Internationale (FCI) as
the only Standard of excellence by which the Coton de Tulear shall be
judged and to educate members and current judges and prospective judges
to that Standard.
c. To maintain a registry for the purebred Coton de Tulear and preserve
its integrity.
d. To do all in its power to protect and advance the interests of the
breed, promote responsible ownership, and to encourage sportsmanlike
competition at dog shows where the Coton de Tulear compete; to sponsor
specialty shows, as well as educational seminars for both members and
the general public.
e. To advance the health and well-being of the Coton de Tulear with
particular commitment to guarding against the propagation of inheritable
genetic diseases.
f. To prevent the exploitation and abuse of the breed and educate the
public regarding the risks associated with purchasing from puppy mills
and pet shops, and to encourage and assist rescue operations that
involve the Coton de Tulear.
g. To acknowledge and advance the role of a Parent Club in providing
education, health research, and support of rescue and reduction of
overpopulation for the benefit of the breed and the general public.
Section 3. The Club shall not be conducted or operated for profit and no
part of any profits 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 bylaws. These bylaws may be amended, only to enhance the
original purpose of the Club, or to further the original objectives of
the Club.
Section 5. The use of the AACDT, Inc. logo or name in any form of
advertising by any member or group of members is prohibited, except by
the Club itself, with the approval of the Board of Directors.
Bylaws
Article I
Membership
Section 1. Eligibility - There shall be seven (7) types of membership
open to persons who subscribe to the purposes, and the Constitution &
By-laws of the Club, the AACDT, Inc.
a. FOUNDING members include the founding President, Vice-President,
Treasurer and Director of Marketing and Merchandising. Founding members
enjoy all the privileges of the Club, as defined by the by-laws,
including the right to vote and to hold office.
b. BOARD members include the President, Vice-President, Recording
Secretary, Treasurer, Director of Marketing and Merchandising, Director
of Regional Delegates, acting also as a Regional Delegate, & Regional
Delegates (Northern, Southern, Eastern, Western). Board members enjoy
all the privileges of the Club, as defined by the by-laws, including the
right to vote and to hold office.
c. CODE OF ETHICS members, open to persons over eighteen years of age
who are residents of the United States. Code of Ethics members enjoy all
the privileges of the Club, as defined by the by-laws, including the
right to vote and to hold office.
d. REGULAR members, open to persons over eighteen years of age who are
residents of the United States. Regular members enjoy all the privileges
of the Club, as defined by the by-laws, including the right to vote and
to hold office.
e. INTERNATIONAL members, open to persons eighteen years of age or older who live
outside the United States. Associate members are not eligible for Code of Ethics
membership. Dogs owned by Associate members are eligible for Club registration,
providing that they are registering their dogs with FCI pedigrees only.
INTERNATIONAL members enjoy all additional privileges of the Club, as defined by the
by-laws, including obtaining Championship titles, except the right
to hold office. Associate members do not count in determining a quorum.
f. JUNIOR members, open to persons under eighteen years of age who
reside in the United States. Junior members are not eligible for Code of
Ethics membership. Junior members enjoy all additional privileges of the
Club, as defined by the by-laws, except the right to vote and to hold
office. Junior members do not count in determining a quorum. Junior
members may convert to regular membership, as per their eligibility as
defined by the by-laws, upon reaching their 18th birthday.
g. FAMILY members, open to persons over eighteen years of age living in
the same household. This membership shall provide for 2 votes in all
Club matters requiring a vote.
Section 2. Dues - Dues shall be set by the Board not to exceed in any
one year $45.00 for an Individual membership and $65.00 for a Family
membership. The Corresponding Secretary shall send to each member a statement
of dues and a renewal application for the ensuing year which shall be payable
on January 1, annually. Notice for renewal is to be sent 6 weeks prior to that
date. If dues are not paid by February 15, membership is considered lapsed.
No member shall vote whose dues are not paid for the current year.
Section 3. Election to Membership - Each applicant for membership shall
apply on an application form as approved by the Board of Directors and
which shall provide that the applicant agrees to abide by this
Constitution & Bylaws of the AACDT, Inc. and to any and all changes made
in the Constitution and Bylaws, approved during the duration of their
membership. Membership renewal applicants are considered new members and are
subject to the same voting procedures of acceptance. The application for Code of
Ethics Breeder shall carry the sponsorship of two members in good standing, only
if the applicant is applying for Code of Ethics membership. These sponsors may
not reside in the same household and may not be members of the same immediate
family of each other or of the applicant. These sponsors must also be from two
different kennels. No more than one member of the Board of Directors, Officers
and Delegates may sponsor any application for membership. Name, phone number and
email address of the sponsor must accompany the application. The sponsors will
be contacted by the Board before acceptance for membership is approved. Upon
acceptance, new members will be billed for dues, if the appropriate dues have
not been sent with the original membership application. If a new member's dues
are not received within thirty (30) days from notification of acceptance,
acceptance shall become void. Applicants approved for membership after October
1st shall not have to pay additional dues for the following fiscal year.
Applicants may be approved by secret ballot of 2/3 of the voting Board
members at any meeting of the Board of Directors or by 2/3 of those
voting Directors responding to a mail ballot for the applicant. The
sponsors of an unsuccessful applicant must notify the Board 30 days in
advance of the Annual Meeting if they wish to petition that the Club
reconsider the acceptance of the applicant at the Annual Meeting. If a
quorum is present at the Annual Meeting (10% of the members in good
standing), the Club may approve this applicant by secret ballot with a
favorable vote of 75% of the members present.
Section 4. Members in Good Standing - "Members in good standing" are
defined as those members who owe no billed debt, including dues for the
current year, to the Club and are in good standing with the show
organizations in which the Coton de Tulear participate.
a. IN ORDER TO RENEW MEMBERSHIP, the applicant must meet the qualifications
of ARTICLE 1. Membership, Section 4: Members in good standing.
b. DEFINITION OF CLUB DEBT: Any owed bill, invoiced to the member by the
Treasurer or Secretary. This includes any funds that the member has committed
to pay to the club. The "owed bill" becomes a "billed debt" when the member receives
the appropriate invoice from the Treasurer or Secretary. This includes dues payable
for the current year. ANY OUTSTANDING CLUB DEBT, OVER 45 DAYS AFTER INVOICE IS
RECEIVED, RESULTS IN TERMINATION OF MEMBERSHIP PRIVILEGES UNTIL INVOICE IS PAID.
This debt "carries over" and remains payable as an outstanding debt to the club.
The "outstanding club debt" amount applies to any future membership or renewal
applications charges and is due in full at the time of membership request.
Section 5. Termination of Membership - Membership may be terminated:
a. By 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 the calendar
year.
b. By lapsing. A member will be considered as lapsed and automatically
terminated if such member's dues remain unpaid 45 days after the first
day of the calendar 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 Bylaws.
Article II
Meetings
Section 1. The Annual Meeting - The Annual Meeting of the Club shall be
held within the last trimester of the fiscal year, in conjunction with
the Club's 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, first class, by the Corresponding Secretary to
each member at least 30 days prior to the date of the meeting.
To add items to the Annual Meeting agenda 10 members must sign the
request and submit it to the Board President 30 days in advance of the
meeting. Agenda items can be added from the floor at the Annual Meeting
at the discretion of the Board President under "new business." Motions
presented at the Annual Meeting which should be voted on by the entire
membership will be sent to the membership for vote following the Annual
Meeting. Motions that require Board approval would be added to the
Board's agenda for its October meeting. The quorum for the Annual
Meeting shall be 10% of the members in good standing.
Section 2. Board Meetings - Board Meetings will be held 4 times every 12
months, with the first meeting to be held within the last trimester of
the fiscal year, following the Annual Meeting.
The Board of Directors shall meet a minimum of three (3) additional
times per year, at locations and times or via electronic methods as
agreed by a majority of the Board, as designated by the President or by
a majority vote of the entire Board. Written notice of meetings of the
Board of Directors shall be mailed, or conveyed to the members of the
Board by electronic methods, by the Corresponding Secretary to each
member of the Board at least 14 days prior to the date of the meeting.
The quorum for a Board meeting shall be a majority of the Board.
Meetings are defined as pre-arranged gatherings where the attendees identity
can be verified. This includes meeting in person physically
present in the same room or conducting a meeting by video conference,
teleconference, or email conference. The Board shall hold its meetings
at any place and in such manner it so designates. It shall hold an
Annual Meeting every year during the last trimester of the fiscal year
in conjunction with the Clubs national specialty show. The quorum of
the Board shall be considered the majority of the members of the Board.
The Past President will have a vote at a meeting, and must also be
apprised of meeting times and locations. In the event of a tie vote by
the Board, the Past President's vote will be considered the "tie
breaker". If the sitting Board has no Past President, the President's
vote will be considered the tie breaker.
The Board of Officers may conduct its business at meetings or through
mail, fax, electronic mail, electronic forum, video conference,
telephone conference call, or by polling the Board through the
Corresponding Secretary. Items voted upon other than at a meeting, must
be confirmed in writing within seven (7) business days following the
closing date of the vote, listing the vote of each Board member and the
final tally. In order for business to be conducted by electronic mail
the following precautions must be in place: (i) every Board member must
be provided with the means to participate; (ii) a procedure must be in
place to verify the identity of the individuals participating to ensure
that they are the eligible Board members; (iii) a mechanism must be in
place to verify that the eligible Board members are "listening;" and
(iv) all Board members must agree to participate in this manner.
In the event that a Board member is unable to attend a meeting, the
Recording Secretary shall send the minutes of the meeting to that
member, no more than 10 days after the meeting is held.
Section 3. 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, and shall be
called by the Recording Secretary upon receipt of a petition signed by
20% 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. Written notice of such meeting shall be mailed,
first class, by the Corresponding Secretary at least 14 days and not
more than 30 days prior to the meeting. The notice of the meeting shall
state the purpose of the meeting and no other Club business may be
transacted. The quorum for such a meeting shall be 10% of the members in
good standing.
Section 4. Board Reports - Reports and actions of all Board meetings are
to be mailed to the general membership, upon request.
Section 5. In addition to the three meetings specified in the AACDT,Inc.
Bylaws, the Board of Directors may conduct its business by mail,
facsimile transmission, and other electronic processes such as video
conferencing or text messaging or by a telephone conference call by the
President. The Recording Secretary shall attest to the results of
balloting by the conference call. In the event that the Recording
Secretary is unavailable, the President shall appoint an acting
secretary for the conference call. As a condition precedent to the
conduct of business through electronic process, the Board shall adopt
procedures, to ensure the following with respect to the conduct of such
business:
That every Board member shall be enabled to participate in the
electronic conduct of such business;
The verification of the identity of the participants to determine that
the participant is a Board member eligible to participate in such
electronic conduct of such business;
The verification that the Board members eligible to participate in the
electronic conduct of such business are receiving all data and
information that is disseminated through the electronic process; and
That all Board members have agreed to the conduct of such business
through electronic process.
Article III
Directors, Officers, and Delegates
Section 1. Board of Directors. The Board shall be comprised of the
President, Vice-President, Recording Secretary, Treasurer and Director
of Marketing and Merchandising, and four (4) Delegates, all of whom
shall be members in good standing and who are residents of the United
States. In order to become a member of the Board of Directors, you must
meet the eligibility requirements for "regular membership" into the
AACDT, Inc. and have your membership dues current. The Officers and
Directors shall be elected for two-year terms, at the Club 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. No Officer or Board member shall be eligible to
serve more than TWO consecutive terms in the same office.
In order to be eligible for a Board of Directors nomination, the member
must have been an AACDT, Inc. member in good standing for at least 1
year prior to the election, and the member must have served on at least
one committee for one year during their tenure of membership in the
Club.
No Board member of the AACDT, Inc. can serve, simultaneously, as a Board
member of any other Coton de Tulear Club.
Section 2. Officers. The Club's officers, consisting of the President,
Vice-President, Recording Secretary, Treasurer, and Director of
Marketing and Merchandising 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 the President in addition to those particularly specified in
these Bylaws. The President will serve as a voting member of all
committees except the Nominating Committee. Upon leaving office, the
President will serve as a voting, ex-officio member of all committees
except the Nominating Committee.
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
and will assume any other duties as proposed and approved by majority
Board vote.
In addition to the duties performed by both the President and Vice
President, the President and the Vice President, working in partnership,
have the authority to make decisions that are deemed by them as
pertinent to the daily operation of the club, without the approval of
the Board of Directors. If the President and Vice President cannot come
to a full agreement of the issue at hand, and that issue is of a nature
that requires a response made in a timely fashion, the Recording
Secretary, and next, the Treasurer will then be contacted for a third
vote on the issue. In the event that this authority is exercised, the
results of this decision will be presented at the next board meeting for
further consideration and/or final approval.
c. The Recording Secretary shall keep a record of the following: 1) a
written summary of all meetings and votes of the Club and of the Board
and shall report the summary of the membership votes and individual
votes of members of the Board of Directors, 2) committee reports; 3)
official membership roll and current addresses; and 4) special and
standing rules.
The Recording Secretary shall: 1) notify Officers and Committee Members
of appointment and furnish committees with any documents necessary for
the performance of duties; 2) sign all certified acts of the Club; 3)
receive all votes and ballots except those of the Annual Election of
Officers and Directors, proposed Amendments to the Constitution and
Bylaws and 4) receive any additional nominations and any resignations.
Reports, actions and minutes of all Board meetings are to be recorded
and available for mailing to the general membership upon special
request. These reports, actions and minutes will be mailed to any Board
member who was not able to attend the meeting within a minimum of 10
days.
d. The Corresponding Secretary, in the event that the sitting Board
designates a Corresponding Secretary, shall: 1) have charge of all
general correspondence of the Club, i.e., correspondence which is not
the function of other offices or committee chairmen; 2) receive the
slate of Officers and Board Members from the Nominating Committee
Chairman and so notify the General Membership; 3) send all ballots; 4)
send written notice of all meetings; and 5) handle all correspondence
concerning charges against a member.
The voting position of this officer will be designated by the sitting
Board. But only one position, either Recording Secretary or
Corresponding Secretary, or a combination of both acting in the
Secretarial position, shall be given Board voting privileges.
e. The Treasurer shall collect and receive all monies due or belonging
to the Club. He shall deposit the same in a bank approved by the Board,
in the name of the Club. His books shall at all times be open to
inspection by 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 monies received and expended during the previous fiscal
year. The Treasurer shall make books and records available to the person
designated to prepare taxes, should the Club incur any tax liability to
either the Internal Revenue Service or the State Department of Revenue.
The Treasurer shall further assist in procuring the necessary insurances
associated with Club activity.
The Treasurer, and any other Board member whose signature appears on the
Club bank account, shall be bonded in such amount as the Board of
Directors determines to be appropriate.
f. The Director of Marketing and Merchandising shall be responsible for
advertising, procurement of advertising materials and scheduling events
to further the interests of the Coton de Tulear and the AACDT, Inc.
Section 3. Delegates
a. The Director of Regional Delegates shall oversee the activities of
all of the 4 Regional Delegates, and actively participate in their
duties and responsibilities. This person will also act as a Regional
Delegate, in the appropriate area of the country.
This person is considered a Board Member with voting privileges as a
single delegate position.
b. The Northern Regional Delegate, Southern Regional Delegate, Eastern
Regional Delegate, and Western Regional Delegate shall act as Regional
liaisons between Members and the Board. They shall recruit new members,
welcome new members, assist in coordinating show activities in
conjunction with the Show Committee, assist in procuring speakers for
seminars, and assist with rescue activities in their region.
This person is considered a Board member with voting privileges.
Section 4. Liaisons
AKC Liaison. The AKC liaison shall be appointed by the Board each
October to a two-year term with no restriction as to the number of
consecutive terms which may be served. The AKC Delegate 1) represents
the AACDT, Inc. Board of Directors on issues that the Board wishes to
present to the AKC, 2) serves as Board liaison to the AKC.
FCI Liaison. The FCI liaison shall be appointed by the Board each
October to a two-year term with no restriction as to the number of
consecutive terms which may be served. The FCI Delegate 1) represents
the AACDT, Inc. Board of Directors on issues that the Board wishes to
present to the FCI, 2) serves as Board liaison to the FCI.
Section 5. Vacancies
Any vacancies occurring on the Board during the year shall be filled
until the next annual election by a majority vote of all the then
Members of the Board; except that a vacancy in the office of President
shall be filled automatically by the Vice-President, and the resulting
vacancy in the office of the Vice-President shall be filled by the
Board.
Article IV
The Club Year, Voting, Nominations, Elections
Section 1. Club Year . The Club's fiscal year shall begin on the first
day of January and end on the thirty-first day of December. The Club's
official year shall begin immediately at the conclusion of the election
at the Annual Meeting, and shall continue through the election of the
next Annual Meeting. The elected Officers and Directors shall take
office immediately upon the conclusion of the Annual Meeting and each
retiring Officer shall turn over to his successor in office all
properties and records relating to that office at that time or within 7
(seven) days if not present at that meeting.
Section 2. Voting. At the Annual Meeting, voting shall be limited to
those members in good standing who are present at the meeting, except
for the annual election of Officers and Directors, or Amendments to the
Constitution and Bylaws, which shall be decided by written ballot cast
by mail and returned to an independent expert for tabulation. Voting by
proxy shall not be permitted. The Board of Directors may decide to
submit other specific questions for decision by written ballot of the
members cast by mail.
A member, to be eligible to attend and/or vote at any Club meeting, or
to participate in any mail vote, must have paid his (their) dues and be
in good standing ten (10) days prior to the mailing of a meeting-call or
of the mailing of a mail vote.
Whenever a mail-vote is required, such mail-vote shall be given in
writing by depositing the same in the United States mail, addressed to
all members in good standing, at such address as appears in the books of
the Club, and such notice shall be deemed to have been given at the time
when the same was then mailed.
Schedule of Votes:
Regular Members: 1 vote
Code of Ethics Members: 1 vote
Family Members: 2 (total) per household
Board Members: 1 vote
Founding Members: 1 vote
Section 3. Annual Election. At the Annual Meeting, the results of the
ballot for the election of Officers and Directors shall be announced.
See Section 4(d) for procedure for an election. The person receiving the
largest number of votes for each position shall be declared elected. If
any nominee, at the time of the meeting, 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 in
Article III, Section 5. In case of a tie, a run-off election, following
the same procedure, must be held.
Section 4. Nomination and Ballots. No person may be a candidate in a
Club election who has not been nominated in accordance with these
Bylaws. A Nominating Committee shall be chosen by the Board of Directors
before June 1. The committee shall consist of five members from
different areas of the United States, and two alternates, all members in
good standing, no more than one of whom may be a member of the current
Board. Each member of the Board will submit seven (7) names to the
Recording Secretary. The Recording Secretary will compile a list of
these names and submit the entire list to the Board for voting. The
person with the most votes will be the Chairman, five with the highest
number of votes, the committee; and the two with the next highest,
alternates. The Nominating Committee may conduct its business by mail.
a. The Nominating Committee shall nominate from among the eligible
members of the Club, one candidate for each office and one candidate for
each of the five other positions on the Board, and shall procure, in
writing, and send to the Corresponding Secretary, prior to June 15, the
name and written acceptance of each nominee so chosen. The Nominating
Committee should, where possible, consider geographical representation
of the membership in the selection of the Board nominees. The Board will
dictate policy to insure such consideration. The Corresponding Secretary
shall, upon receipt of written confirmation of all nominees, mail the
list of candidates, including their full name and the name of the state
in which each resides, to each member of the Club on or before July 1,
so that additional nominations may be made to the Recording Secretary by
the members if they so desire.
b. Additional nomination of eligible members may be made by written
petition addressed to the Recording Secretary and received at the
Recording Secretary's address on or before August 1, signed by five
members and accompanied by the written acceptance of each additional
nominee signifying his willingness to be a candidate. No person shall be
a candidate for more than one position and the additional nominations
which are provided for herein may be made only from among those members
who have not accepted a nomination from the Nominating Committee.
c. If no valid additional nominations are received by the Recording
Secretary on or before August 1, the Nominating Committee's slate shall
be declared elected at the time of the Annual Meeting and no balloting
will be required.
d. If one or more valid additional nominations are received by the
Recording Secretary on or before August 1, the Corresponding Secretary
shall, on or before August 15, mail to each member in good standing, a
ballot listing, in alphabetical order, all of the nominees for each
position with the names of the states in which they reside, together
with a return envelope marked "ballot" and bearing the name and return
address of the member to whom it was sent. This envelope shall be
pre-addressed to an independent expert, selected by the Recording
Secretary, with Board approval. The ballot shall specify a date not less
than thirty (30) days after the date of mailing by which all ballots
must be returned to the independent expert. The Recording Secretary
shall provide the independent expert with a list of members eligible to
vote (See Article IV, Section 2), against which the independent expert
shall check the return addresses on the ballot envelopes and shall
certify the eligibility of the voters as well as the results of the
voting. This expert shall send, by certified mail, the results of the
election to both the President and to the Recording Secretary in time to
be announced at the Annual Meeting, or in the case of amendments to the
Constitution and Bylaws, in time to be announced at the next Board
Meeting and by mail to the Membership as a part of the Annual or Board
Meeting Minutes. The deadline for receiving ballots shall be determined
by requirements set forth by the person/firm tabulating the votes.
e. The official election results, done by an independent expert, will be
recorded in the original format in which it was received and presented
for public review at the Annual Meeting.
f. A new independent expert will be charged with the reporting the
results of the election of the Board members every two years.
g. For the only purpose of the initial founding and operation of the
AACDT, Inc., the first term of officers will be from May 1, 2008 with
their term officially ending on December 31, 2010.
Article V
Committees & Registrar
Section 1. The following shall be designated as standing committees:
Health; Judges Education; Membership; National Specialties; Regional
Specialties; Rescue; Newsletter and Magazine. An International Relations
Committee will also be appointed.
The Board may each year appoint additional 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 and will function until
dismissed by the Board.
Section 2. Any committee appointment may be terminated by a majority
vote of the Board upon written notice to the appointee; and the Board
may appoint successors to those persons whose services have been
terminated.
Section 3. There is a permanently appointed position held by Luis Ortiz,
FCI Breed Inspector. Luis Ortiz will remain in this position unless he
makes the decision to resign willingly. In the event that Luis Ortiz
fills this position and has no other position on the Board of Directors,
he will be granted one vote, as a board member in this capacity.
Section 4. A Registrar and Vice-Registrar will be appointed by the Board.
The position of AACDT,Inc. Registrar is a permanently appointed position
held by Carmen Ortiz, and she will remain as such unless she chooses to
willingly resign from the position. In the event that Carmen Ortiz fills
this position and has no other position on the Board of Directors, she
will be granted one vote, as a board member in this capacity. Their
duties and obligations include maintaining a current stud book/registry
in the prescribed way recommended by the Board. The studbook is to be
available for members viewing at the annual meeting or by appointment
with the Registrar at his/her location of choice. The Registrar will
follow directions prescribed by the Board of Directors. The Registrar is
obligated to send out papers in a timely manner, within 3 to 4 weeks of
receipt of paperwork. The studbook is the sole property of the AACDT,
Inc. and shall be recognized as such by the Registrar. The AACDT, Inc.
will determine and set fees for usage. There will be a duplicate
studbook/registry maintained, the copy of which shall be kept with the
Vice-Registrar. Both the original studbook and duplicate studbook must
be made available for examination at either the request of the Club or
upon an individual member's request.
Article VI
Discipline
Section 1. Show Organization Suspensions. Any member who is suspended
from all privileges of any show organization in which the Coton de
Tulear is eligible to participate, will automatically be suspended from
all 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
breed. Written charges with specifications must be filed in duplicate
with the Corresponding Secretary together with a deposit of One Hundred
Dollars ($100.00) which shall be forfeited if such charges are not
sustained by the Board or Committee following a hearing. This amount
will be returned to the party filing the charge, if the charge is deemed
valid by the Board. 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 interest of the Club or the breed. If the Board considers
that the charges do not allege conduct which might 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 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 registered mail
together with a notice of the hearing and an assurance that the
defendant may personally appear, participate telephonically, or by any
electronic methods that can confirm the identity of the parties
involved, in his own defense. The accused member may also 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 no more than six months from the date of the
hearing, or until the next Annual Meeting if that will occur after six
months. And, if it deems that punishment is 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
recommendation of the Board or Committee. Immediately after the Board or
Committee has reached a decision, its findings shall be put in written
form and filed with the Corresponding Secretary. The Corresponding
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. 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 members present shall then vote by secret written
ballot on the proposed expulsion. A two-thirds 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 VII
Amendments
Section 1. Amendments to the Constitution and Bylaws may be proposed by
the Board of Directors, with a majority approval of the vote by the
sitting Board to propose said amendments to the
members, or by written petition addressed to the Recording Secretary
signed by twenty percent of the membership in good standing. Amendments
proposed by such petition shall be promptly considered by the Board, and a majority vote must be achieved to submit this petition
to all members, as a valid consideration for Amendment, in keeping with
the original founding purpose of the AACDT,Inc. That approved petition
must be submitted to the members with recommendations of the Board by
the Corresponding Secretary for a vote within two (2) months of the date
when the petition was received by the Recording Secretary.
Section 2. The Constitution and Bylaws may be amended provided a copy of
the proposed amendment has been mailed by the Corresponding Secretary to
each member eligible to vote accompanied by a ballot on which he may
indicate his choice for or against the action to be taken. The notice
shall specify a date not less than thirty (30) days after the date of
mailing by which date the ballots must be returned. Procedure shall
follow that outlined in Article IV, Section 4. Nominations and Ballots.
Ballots shall be received, counted and reported in the same manner as
provided for elections, with the exception that these ballots for Amendments to
the Constitution and Bylaws can be sent, recorded, and reported by the
Corresponding Secretary. The favorable vote of two-thirds (2/3) of the members
in good standing who return valid ballots within the time limit shall be
required to effect any such amendment.
Article VIII
Dissolution
Section 1. The Club may be dissolved at any time by the written request or consent
of not less than a majority of the members in good standing. 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 asset
of the Club shall be distributed to any members of the Club. After
payment of debts of the Club, the remaining property and assets shall be
distributed for one or more exempt purposes within the meaning of
section 501(c)(3) of the Internal Revenue Code, or the corresponding
section of any future federal tax code, or shall be distributed to the
federal government, or to a state or local government for a public
purpose. Any such assets not so disposed of shall be disposed of by a
Court of Competent Jurisdiction of the county in which the principal
office of the corporation is then located, exclusively for such purposes
or to such organization or organizations, as said Court shall determine,
which are organized and operated exclusively for such purposes.
Article IX
Order of Business
Section 1. At the 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 Last Meeting
Report of the President
Report of the Recording Secretary
Report of the Corresponding Secretary
Report of the Treasurer
Report of Committees
Election of Officers and Board (at the 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 majority vote of those present, 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 Committees
Unfinished Business
Election of New Members
New Business
Adjournment
Section 3. All meetings of the Club shall follow the procedures
contained in Robert's Rules of Order (latest edition) whenever it is not
contrary to the provision of these Bylaws.
LAST UPDATED: March 28, 2010
