Constitution & By-Laws
CONSTITUTION
ARTICLE I
NAME AND OBJECTIVES
SECTION 1. The name of the Club shall be the American Mi-Ki Club (here referred to as AMC) .
SECTION 2. The objects of the Club shall be:
to encourage, promote and improve the breeding of quality pure bred Mi-Ki, to educate the fancy, and to do all possible to bring their natural qualities to perfection.
to conduct specialty shows, educational programs, demonstrations, etc., to promote the interest, health and welfare of the breed.
to do all in its power to protect and advance the long-term interests of the breed, including working toward AKC-FSS and other major registry recognition for the Mi-Ki.
to gather, develop and make available, information that concerns the breeding, raising, training, handling and health of the Mi-Ki.
to promote the breed by encouraging the participation and sportsmanlike competition at dog shows, obedience trials, agility trials, etc.
to provide rescue and assistance to any Mi-Ki in need of a home.
SECTION 3. The Club shall not be conducted or operated for profit and no part of any profits or remainder or residue from dues or donations to the Club shall inure to the benefit of any member or individual.
SECTION 4. The members of the Club shall adopt and may, from time to time, revise such Bylaws as may be required to carry out these objects. All books and records of the Club may be inspected by any member for any proper purpose, at any reasonable time.
BYLAWS
ARTICLE I
MEMBERSHIP AND ELIGIBILITY
SECTION 1. Membership. Membership shall be open to all persons who are in good
Standing with AMC. Any person may be eligible for membership, provided he/she has met the following obligations:
Agree to the financial obligations of the club.
Subscribe to the purposes of the club.
There shall be three (3) types of membership:
Regular Membership, open to all breeders eighteen (18) years of age or older. These members shall enjoy all the privileges of the Club, including the right to vote and hold office. No two persons from the same household can hold an AMC office at the same time. To apply for Regular Membership the applicant must meet all of the requirements at the time of application for membership and be sponsored by two (2) members in good standing.
Associate Membership, AMC will provide an Associate membership open to all pet
owners who are eighteen (18) years of age or older. An Associate membership is
offered to those who subscribe to the objectives of AMC, who show an interest in the
breed, who wish to be involved in club activities and who wish to receive the club
newsletter. An associate member shall have full privileges of the club except the
right to vote and to serve as an officer, director or committee chair.Junior Membership, The AMC shall provide a Junior membership open to all eligible persons who are ten (10) years of age and under eighteen (18) years of age,
who subscribe to the objectives of the AMC. A Junior member shall have full privileges of the club except the right to vote or serve as an officer, director or committee chair. Junior members can apply for another class of membership upon reaching the age of eighteen (18).
SECTION 2. Dues. All memberships are granted to individuals on an annual basis from January 1 to December 31. The membership of a person joining from October 1 through December 31 shall run until the end of the following year. The dues shall be set by the Board of Directors. Dues notices shall be sent out through email by the Corresponding Secretary in the fourth quarter. A second reminder/courtesy notice shall be e-mailed to those who have not renewed their membership. If a member’s dues have not been received by the Club by January 31 s/he shall be dropped from the membership rolls effective as of that date. Late fees are applicable for membership reinstatement. No member may vote whose dues are not paid for the current fiscal year.
SECTION 3. Application for 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 Bylaws and the AMC Guidelines for Ethical Conduct. The breeder applicant shall also carry the endorsement of two club members in good standing. Accompanying the completed application form, the prospective member shall submit dues payment for the current year. These applicant’s names shall be presented to the general membership via email or a membership meeting within thirty (30) days of receipt by the board. The members will have seven (7) days after the distribution of the application to file a concern about the applicant’s acceptance for membership. The reason for rejection of the application must be filed in writing with the board. If no concern is filed within the seven (7) days following the distribution of the application to the club members, then the applicant will be accepted as a member. If a rejection is filed, then the matter of rejecting the application will be presented to the board and it shall be called upon to vote on acceptance. The acceptance of the application will require a majority vote.
SECTION 4. Rejection of Membership Application. In the event an application for membership is rejected, all monies paid to the club by the applicant shall be promptly returned to him/her. Applicants for membership who are not accepted by the membership may re-apply after (6) months.
SECTION 5. Good Standing. A member in good standing is one whose dues are paid, and who is not under suspension by the American Mi-Ki Club.
SECTION 6. Termination of Membership. Memberships may be terminated:
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 each fiscal year.by lapsing. A membership will be considered as 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 60 days of grace to such 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.by expulsion. A membership may be terminated by expulsion, as provided in Article
VIII of these Bylaws.
SECTION 5. Individuals who are members, and file applications and other documents with the Club, by such actions and in regard to such transactions agree to be bound by these Bylaws, the Code of Ethics and other rules, regulations, policies and procedures of the Club and decisions and actions of the Board of Directors and its committees.
ARTICLE II
MEETINGS
SECTION 1. Annual Meeting. The Annual Meeting of the Club shall be held at a place, date, and hour designated by the Board of Directors, approximately 12 months following the preceding annual meeting. Online technology will be used to conduct or supplement the meeting. If possible, it shall be held in conjunction with the Club’s specialty show. Written or email notice of the Annual Meeting shall be sent by the Recording Secretary to each member at least 14 days but not more than 30 days prior to the date of the meeting. Notice is deemed given once sent by e-mail. The quorum for the Annual Meeting shall be twenty percent (20%) of the voting membership in good standing.
SECTION 2. Special Club Meetings. Special Club Meetings may be called by a majority vote of the members of the Board who are present at a meeting of the Board or who vote by e-mail, and shall be called by the Recording Secretary upon receipt of a petition signed by twenty percent (20%) of the voting membership, who are in good standing. Such meetings shall be held online or via conference call at a time as shall be designated by the Board of Directors. Written notice of such meeting shall be e-mailed by the Recording 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 shall be transacted. Notice is deemed given once sent by e-mail. The quorum for such a meeting shall be twenty percent (20%) of the voting membership in good standing.
SECTION 3. Board Meetings. Meetings of the Board of Directors shall be held at such times and places as are designated by the President or by a majority vote of the Board of Directors. Written notice of such meeting shall be e-mailed by the Recording Secretary to each member of the Board at least a minimum of 24 hours but no more than ten (10) days prior to the date of the meeting. The quorum for a Board Meeting shall be a majority of the existing Board in person, by e-mail, or telephone conference call.
SECTION 4. The Board of Directors may conduct its business Online, by Mail, Fax, E-Mail, or Telephone Conference Call through the Recording Secretary. Items voted upon by telephone conference call must be confirmed in the written meeting minutes within seven (7) days.
SECTION 5. Meeting Minutes. The proceedings of these meetings (annual, special, regular) shall be recorded, and made available at the request of any member. Such Minutes shall include the yeas and nays of all votes.
ARTICLE III
VOTING
SECTION 1. Voting Eligibility. Voting shall be limited to those Regular Members in good standing.
SECTION 2. Voting Procedure. Voting by proxy shall not be permitted. The voting members may vote by written ballot, cast by mail, fax by mail, or in accordance with AKC’s procedure on Electronic Balloting for AKC Parent Clubs.
SECTION 3. Voting Agenda. At any meeting of the members, or online vote, each eligible voting member shall be entitled to one (1) vote on each matter voted upon at such a meeting or online vote. On all matters to be voted upon there shall be full, fair and open discussion.
The favorable vote of the majority of the members in good standing whose ballots are returned within the stated time limit, shall be required to ratify any “Extraordinary Matter” amendment. The following matters are deemed “Extraordinary Matters”, and must be submitted to a vote of all eligible voting members:
Amendments of the Bylaws, Code of Ethics and Breed Standard.
Affiliations with other organizations.
In addition, all issues which are declared to be “Important Issues” pursuant to this section must be submitted to a vote of all eligible voting members. The favorable vote of a majority of the members in good standing whose ballots are returned within the stated time limit shall be required to ratify any “Important Issues” amendment. Any issue shall be deemed to be an Important Issue if it is declared to be so by:
Majority vote of the Board of Directors; or
Written petition to the Correspondence secretary, signed by 20% of the eligible voting members at the time of the petition.
The Board of Directors, or a voting member may bring an “Extraordinary Matter” or “Important Issue” before the members only after giving a notice of the exact nature of such business to all members entitled to vote, at least seven days prior to the vote.
All other issues shall be decided by the Board of Directors by a majority vote.
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, Health Director and three (3) Directors. Offices may be combined if deemed necessary for the operation of the club. All Board Members shall be residents of the United States of America or Canada and members in good standing. They shall be elected for two year terms at via online voting as outlined in Articles III and V and shall serve until their successors take office. General management of the Club’s affairs shall be entrusted to the Board of Directors.
SECTION 2. Officers. The Club’s Officers, consisting of the President, Vice-President, Recording and Corresponding Secretaries, Treasurer, Health Director and (3) Directors shall serve in their respective capacities, both with regard to the Club and its meetings and the Board and its meetings.
The President shall preside at all meetings of the Club and of the Board, and shall have the duties normally appurtenant to the office of President, in addition to those particularly specified in these Bylaws. He/she shall have the right to make motions at meetings of the Board, in accordance with Roberts Rules of Order governing the procedure of small boards.
The Vice-President shall have the powers and exercise the duties of the President in case of the President’s death, absence or incapacity, and carry out such other duties as may be prescribed in these Bylaws.
The Recording Secretary shall keep a record of all meetings of the Club and of the Board and of all votes taken, and of all matters of which a record shall be ordered by the Club. He/she shall notify members of meetings, notify Officers and Directors of their election to office, and carry out such other duties as are prescribed in these Bylaws.
The Corresponding Secretary shall have charge of the correspondence, notify new members of their membership, keep a roll of the members of the Club with their addresses and carry out such other duties as are prescribed in these Bylaws.
The Treasurer shall collect and receive all monies due or belonging to the Club and receipt therefore. He/she shall deposit the same in a bank satisfactory to the Board, in the name of the Club. The books shall at all times be open to inspection of the Board and s/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 immediately preceding fiscal year. The Treasurer shall submit to the Board a complete financial report within 30 days after the end of each fiscal year, open to possible audit by auditors appointed by the Board. This financial report shall be mailed to all members or published in the Club’s newsletter.
The Health Director shall collect and maintain a record of reported health issues, research newly identified health and genetic concerns, provide guidance and submit recommendations and guidelines regarding health and genetic diversity in the Mi-Ki breed.
The Directors shall assist as needed with the day to day business of the club. One director will be designated as the Club Parliamentarian. He/She will provide guidance for the orderly conduct of Board Meetings. He/She will be familiar with the current edition of Robert’s Rules of Order.
SECTION 3. Vacancies. Any vacancies occurring on the Board or among the Officers during the year shall be filled until the next 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 by the Vice-President.
SECTION 4. Removal for Cause. An elected officer or director may be removed from the Board of Directors for cause by a suggestion of three-fourths (¾) of the entire Board and a two-thirds (2/3) majority of the votes cast from the membership. The suggestion by the Board to remove a board member must be made in a written letter (electronic or otherwise) that includes the citation of the cause for the suggestion. The Board must first present this letter to the member cited in the suggestion and such member will be given the option of resigning or requesting a member vote of the club. If the member vote is requested, the member in question must add his/her rebuttal to the letter. The board will then present the letter to the general membership and call for a vote. Removal requires a majority of the votes cast.
SECTION 5. Conflict of Interest. A director or officer who has direct financial interest in any matter coming before the board of directors shall:
disclose the nature of the financial interest.
abstain from voting on the matter.
SECTION 6. Return of Club Records and Property. Any Officer or Director who vacates a position shall, within 14 days, turn over Club records and property in his/her possession to either his/her successor or an individual named by the President. Failure to do so may result in disciplinary action.
SECTION 7. Term of Office. The term of office for the President, Vice-President, Secretaries, Treasurer, Health Director, and (3) Directors shall be two years, except for the first year which shall be as follows:
At the next election following the adoption of these Bylaw revisions, the membership
shall elect a Vice-President, two Directors, and Corresponding Secretary for a one-year term. The membership shall also elect a President, Recording Secretary, Treasurer, Health Director, and Director for a two-year term.No Officer or Director of the Board may serve more than two consecutive two-year
terms of office in the same position, with the exception of the Health Director. In order to provide continuity for AKC, registries and other interested parties, no limitation placed on the number of consecutive two-year terms of office for the Health Director.The term of office for all Officers, and Directors shall commence at the start of the club year January 1st.
ARTICLE V
THE CLUB YEAR, NOMINATIONS, ELECTIONS
SECTION 1. Club Year. The Club and fiscal year shall be from January 1 to December 31.
SECTION 2. Nominations. No person may be a candidate in a Club election who has not been nominated in accordance with these Bylaws. Nominations may be made by the Board of Directors or by any member in good standing.
The Board and members shall nominate from among the eligible members of the Club, who have been members for at least the two preceding years, who are residents of the United States of America and Canada and who meet the Regular Member requirements described in Article I, Section 1. The board will be open for nominations from October 15 until October 31. All nominations must be received by October 31st.
When the valid nominations are received by the Recording Secretary, s/he shall, on or before November 7th, mail or email to each member in good standing a ballot listing all of the nominees for each position, in alphabetical order and all information needed to proceed with online voting.
Elections shall take place between November 8 and November 15.
Each Regular Member in good standing may vote using the online ballots. Voting by proxy shall not be permitted. The voting members may vote by written ballot, cast by mail, fax by mail or in accordance with AKC’s procedure on Electronic Balloting for AKC Parent Clubs.
SECTION 3. Annual Election. The Annual Election of Officers and Directors shall be conducted via online voting. In the case of a tie vote for any position, the Board of Directors at the time of the election will decide by ballot which of the two candidates will be elected.
ARTICLE VI
COMMITTEES
SECTION 1. The Board may each year appoint standing committees to advance the work of the Club in such matters as educational seminars, ethics, dog shows, obedience trials, trophies, publicity, annual prizes, membership, and other fields which may well be served by committees. All committee members must be AMC members in good standing. All committee chairs must be voting members in good standing. Such committees shall be established by a Standing Rule, as defined in Article VII, and 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 membership of the Board upon written notice to the appointee; and the Board may appoint successors to those persons whose service has been terminated.
SECTION 3. Committee appointments shall be considered terminated at the conclusion of the Club year, unless reappointed by the new Board.
ARTICLE VII
STANDING RULES
SECTION 1. Standing Rules shall contain operational procedures, policies, and practices of the Club not otherwise specified in its Bylaws or Code of Ethics, and shall be binding upon its membership. In no case shall a Standing Rule conflict with the Bylaws, Code of Ethics or other Standing Rules of the Club.
SECTION 2. Standing Rules may be proposed by any member in good standing at any regular meeting of the club or via e-mail to the board.
SECTION 3. The Club’s Recording Secretary shall, each year, prepare a list of all policy matters instituted by the Board during the previous Club year for enacting, amending, or rescinding by the AMC membership at its Annual Meeting. Board policy will be binding upon the Club until the membership enacts, amends or votes to rescind it. If no action is taken at the Annual Meeting to amend or rescind policy matters of the previous year, then the policies will be automatically enacted. To rescind or amend the policies presented in this report, a two-thirds (2/3) majority of the votes cast is required.
SECTION 4. The Board shall cause to be circulated to the membership, prior to the Annual Meeting, all Standing Rules which it intends to submit for action at that meeting.
SECTION 5. Standing Rules may be adopted or rescinded by a majority vote of the membership.
SECTION 6. Standing Rules shall be kept by the Recording Secretary, or other person so designated by the Board, in a book specifically adopted for this purpose.
ARTICLE VIII
DISCIPLINE
SECTION 1. Charges. The Board may bring charges for misconduct or violation without posting a fee. Any member may prefer charges against a member for alleged misconduct prejudicial to the best interests of the Club or the breed. Written charges, with specifications, must be filed in duplicate with the Corresponding Secretary, together with a deposit of $250 which shall be forfeited if such charges are not sustained. The Corresponding Secretary shall promptly notify the Board 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 of the breed. If the Board considers that the charges do not allege 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 not less than three (3) weeks or more than six (6) weeks thereafter. The Corresponding Secretary shall promptly send one copy of the charges to the accused member by registered mail, together with a notice of the hearing and an assurance that the defendant may be present in his own defense and bring witnesses if he wishes.
SECTION 2. Board Hearing. The Board shall have complete authority to decide whether counsel may attend the hearing, but both complainant and defendant shall be treated uniformly in that regard. Should the charges be sustained, after hearing all the evidence and testimony presented by the complainant and defendant, the Board may, by majority vote of those present , suspend the defendant from all privileges of the club for not more than 6 months from the date of the hearing. 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 defendants’ right to appear before his fellow members at the ensuing club meeting which considers the Board recommendation. Immediately after the Board 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 Board’s decision and penalty, if any, and if expulsion is recommended, arrange to have the minutes of the hearing either published in the next club newsletter or mailed to each voting member.
SECTION 3. Expulsion. Expulsion of a member from the club may be accomplished by a ballot included with the minutes of the hearing and recommendation by the Board. Voting shall be by anonymous electronic voting via the Corresponding Secretary. Votes shall be received by the Corresponding Secretary prior to a date set by the Board. A 2/3 majority of those votes received shall be necessary for expulsion. If expulsion is not so voted, the Boards’ suspension shall stand.
SECTION 4. Reassignment of Duties. If the President is the subject of the charges or disciplinary action, the Vice President shall perform the duties of the President as described in this article. If any other Officer or Director is the subject of the charges or disciplinary action, the remainder of the Board shall select by majority vote another Board Member to fulfill the duties of said Officer or Director until the charges are either dismissed or the time of the disciplinary action is completed.
SECTION 5. Rights Under Suspension. A member under suspension shall receive all Club information and notices. This includes dues notices and the Club newsletter, as well as other pertinent communications as defined by the Board of Directors.
ARTICLE IX
AMENDMENTS
SECTION 1. Amendments to the Bylaws and/or to the Standard for the Breed may be proposed by the Board of Directors or by written petition addressed to the Recording Secretary signed by twenty percent (20%) 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 Recording Secretary.
SECTION 2.
The Bylaws may be amended at any time, provided a copy of the proposed amendment has been e-mailed by the Recording Secretary to each member in good standing. Notice to all Regular Members in good standing shall specify a date not less than 30 days after the date sent. The favorable vote of a majority of the members in good standing who enter valid ballots within the time limit shall be required to effect any such amendment.
Changes to the standard for the breed may be proposed by the Board of Directors or by written petition signed by twenty percent (20%) of the membership in good standing as set forth in Section 1. above. Petitions or proposals for changes to the Breed Standard may only be submitted at five-year intervals, the first occurring five years from the date of the approval of the
Breed Standard attached hereto. Within thirty days of receipt of the petition, the Board of Directors shall submit the proposed change to the general membership for a vote. Changes to the Breed Standard shall require approval by a majority of the members in good standing.
ARTICLE X
DISSOLUTION
SECTION 1. The Club may be dissolved at any time by the written consent of not less than two-thirds of the members. 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 XI
ORDER OF BUSINESS
SECTION 1. At meetings of the Club, the order of business, so far as the character and nature of the meeting may permit, shall be as follows:
Roll Call
Minutes of the Last Meeting
Report of the board by the Recording Secretary
Report of the President
Report of the Corresponding Secretary
Report of the Treasurer
Reports of Committees
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 Recording Secretary
Report of the President
Report of the Corresponding Secretary
Report of the Treasurer
Reports of Committees
Unfinished Business
New Business
Adjournment
ARTICLE XII
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 Bylaws and any other special Rules of Order the Club may adopt.
ARTICLE XIII
INDEMNIFICATION
SECTION 1. The Club shall indemnify, except as prohibited by law, each director or officer (including each former director or officer) of the Club who was or is made a party to, or a witness in, or is threatened to be made a party to or a witness in any pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was an authorized representative of the Club, against all expenses (including attorney’s fees and disbursements), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding.