AMERICAN ESKIMO DOG CLUB OF AMERICA, INC.
Constitution and By-Laws

ARTICLE I Name and Objects 

SECTION 1. The name of the Club shall be American Eskimo Dog Club of America. The Club having been incorporated and registered as a non-profit organization in the state of Oklahoma shall be governed by the laws of Oklahoma. American Eskimo Dog Club of America will be the parent organization; state clubs will not be required to register under Oklahoma's law. Should any part of the Constitution/By-Laws at any time be found to be illegal/void, only that part shall be void and shall not affect the validity of any other part of the Constitution/By-Laws.

SECTION 2. The objects of the Club shall be:

a. to encourage and promote quality in the breeding of purebred American Eskimo Dogs and to do all possible to bring their natural qualities to perfection.

b. to encourage the organization of independent local American Eskimo Dog Specialty Clubs in those localities where there are sufficient fanciers of the breed to meet the requirements of The American Kennel Club.

c. to urge members and breeders to accept the approved standard of the breed approved by The American Kennel Club as the standard of excellence by which American Eskimo Dogs shall be judged.

d. to do all in its power to protect and advance the interests of the breed and to encourage sportsmanlike competition at dog shows, obedience trials, and agility trials.

e. to set up and maintain proper stud books on the American Eskimo Dog breed until such time that the American Eskimo Dog receives full recognition by The American Kennel Club.

f. to conduct sanctioned matches and specialty shows, obedience trials, and agility trials under the rules of The American Kennel Club.

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 the benefit of any member or individual.

SECTION 4. The members of the Club shall adopt and may from time to time revise such By-Laws as may be required to carry out these objects.

AMERICAN ESKIMO DOG CLUB OF AMERICA, INC BY-LAWS

 

ARTICLE I Membership

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

SECTION 2. Dues. Membership dues shall be set by the Board of Directors in an amount not to exceed $25 per person per year payable on or before the first day of April each year. No member may vote whose dues are not paid for the current year. During the month of February the Treasurer shall send to each member a statement of his dues for the ensuing year.

SECTION 3. Election to Membership. Each applicant for membership shall apply on a form as approved by the Board of Directors and which shall provide that the applicant agrees to abide by these Constitution and By-Laws and the rules of The American Kennel Club. This application shall contain the signatures of two members in good standing who can attest to the integrity of the individual. Accompanying the application, the prospective member shall submit dues payment for the current year.

Applicants may be elected at any meeting of the Board of Directors or by written vote of the Board by mail. Affirmative votes of 2/3 of the Board present at a meeting or 2/3 of the entire Board voting by mail shall be required to elect an applicant. In case the required vote is not obtained, one of the applicant's endorsers may present the application in person at the next meeting of the Club and the Club may elect the applicant by a favorable vote of 75% of the members present. Applicants for membership who have been rejected by the Club may not re-apply within six months after rejection.

SECTION 4. Termination of Membership. Memberships may be terminated:

a. by resignation. Any member in good standing may resign from the Club upon written notice to the Secretary. All dues paid will be forfeited to the Club.

b. by lapsing. A membership will be considered as lapsed and automatically terminated if such member's dues remain unpaid 90 days after the first day of the fiscal year. In no case may a person be entitled to vote at a Club meeting whose dues are unpaid at the date of that meeting.

c. by expulsion. A membership may be terminated by expulsion provided in Article VI of these By-Laws.

ARTICLE II Meetings

SECTION 1. Annual Meeting. The annual meeting of the Club shall be held in conjunction with the Club's National Specialty Show which shall take place each year within the period between March 1st and May 31st at a date, place, and hour designated by the Board of Directors. Written notice of this meeting shall be mailed by the Secretary at least 30 days prior to the date of the 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 a majority vote of the members of the Board of Directors 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. 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. The notice of the meeting shall state the purpose of the meeting and no other Club business may be transacted. The quorum for such meeting shall be 10% of the members in good standing.

SECTION 3. Board Meetings. The first meeting of the newly elected Board shall be held within 30 days of taking office. Other 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 entire Board. Written notice of such other meeting shall be mailed by the 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 voting in person, by mail, or by documented telecommunications.

SECTION 4. The Board of Directors may conduct its business by mail or documented telecommunications through the Secretary.

ARTICLE III Directors and Officers

SECTION 1. Board of Directors. The Board shall be comprised of the President, Vice-President, Secretary, Treasurer, Parliamentarian, Publicity Chairman, and three other persons, all of whom shall be members in good standing and all of whom shall be elected for two-year terms and shall serve until their successors are elected. 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, Secretary, Treasurer, Parliamentarian, and Publicity Chairman, shall serve in their respective capacities both with regard to the Club and the Board.

a. The President shall preside at all meetings of the Club and of the Board, and shall have the duties and powers normally appurtenant to the office of President in addition to those specified in these By-Laws.

b. The Vice-President shall have the duties and exercise the powers of the President in case of the President's death, absence, or incapacity.

c. The Secretary shall keep a record of all meetings of the Club and of the Board and of all matters of which a record shall be ordered by the Club. He shall have charge of the correspondence, notify members of meetings, notify new members of their election to membership, notify officers and Directors of their election to office, keep a roll of members of the Club with their addresses, and carry out such other duties as prescribed by these By-Laws.

d. The Treasurer shall collect and receive all moneys due or belonging to the Club. He shall deposit the same in a bank designated by the Board in the name of the Club. His books shall at all times be open to inspection by the Board and he shall report to them upon request and at any annual meeting the condition of the Club's finances and every item of receipt or payment not before reported. At the end of each fiscal year the Treasurer shall render an account of all moneys received and expended during the year for publication to all members. The Treasurer shall be bonded in such amount as the Board of Directors shall determine.

e. The offices of the Secretary and Treasurer may be held by the same person. In the event that the offices of the Secretary and Treasurer are held by the same person, the Board shall consist of the officers and four other persons.

f. The Parliamentarian will be responsible for ensuring that the rules and By-Laws are strictly adhered to by the membership and shall have the duties as outlined in Robert's Rules of Order. He shall be acquainted with all rules and By-Laws, and his interpretation of those rules and By-Laws shall be binding on all Club members.

g. The Publicity Chairman will be responsible for ensuring that the Club newsletter is distributed to the membership in a timely manner as designated by the Board of Directors.

SECTION 3. Vacancies. Any vacancies occurring on the Board or among the offices during the term 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 automatically by the Vice-President and the resulting vacancy in the office of Vice-President shall be filled by the Board.

ARTICLE IV The Club Year, Voting, Nominations, and Election

SECTION 1. Club Year. The Club's official and fiscal year shall begin on the 1st day of April and end on the 31st of March.

SECTION 2. Voting. At the Annual Meeting or at a special meeting of the Club voting shall be limited to those members who are in good standing and are present at the meeting except for the election of Officers and Directors and amendments to the Constitution/By-Laws and the Official American Eskimo Dog Breed Standard, which shall be decided by written ballot cast by mail. Voting by proxy will not be permitted. The Board of Directors may wish to submit other specific questions for decision of the members by written ballot cast by mail.

SECTION 3. Election of Officers and Directors. In the month of February of each even-numbered year there shall be an election of Officers and Directors. The voting shall be by secret written ballot. Ballots shall be mailed to a bonded, outside professional counting agency selected in advance by the board of directors. To be valid, ballots must be received by the agency selected to count the ballots on or before February 15th of the year in which elections will take place.

The nominated candidates receiving the greatest number of votes for each Officer position shall be declared elected. The remaining nominated candidates for Director positions on the Board who receive the greatest number of votes for such positions shall be declared elected. The agency selected to count the ballots shall report the results to the Secretary and the President by Feb 20th of that year. The Secretary will notify all of the candidates for election of the results of the election before March 1st of that year. The newly elected Officers and Directors shall take office on March 1st of that year. Each retiring officer shall turn over to his successor all properties and records relating to that office within 30 days after the election to enable a smooth transition of information and club business prior to the new club year beginning April 1st.

SECTION 4. Nominations. No person may be a candidate in a Club election who has not been nominated in accordance with these By-Laws. A Nominating Committee shall be chosen by the Board of Directors before October 15th of the odd-numbered year preceding the election year. The Committee shall consist of three members in different areas of the USA and two alternates, all members in good standing, no more than one of whom may be a member of the current Board of Directors. The Board shall name a chairman of the Committee. 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 Officer's position and one candidate for each Board of Director's position required and shall procure the acceptance of each nominee so chosen. The Committee should consider the geographical representation of the membership on the Board to the extent that it is practical to do so. The Committee shall then submit its slate of candidates to the Secretary who shall mail the list, including the full name of each candidate and the name of the State in which he resides, to each member of the Club on or before November 15th, so that additional nominations may be made by the members if they so desire.

b. Additional nominations of eligible members may be made by written petition addressed to the Secretary and received at his regular address on or before January 1st. The petition shall include the signatures of five supporting members per additional nominee, accompanied by the written acceptance of each additional nominee signifying their willingness to be a candidate No person shall be a candidate for more than one position.

c. If no valid nominations are received by the Secretary on or before January 1st, the Nominating Committee's slate shall be declared elected and the newly elected Officers and Directors shall begin their new term of office on March 1st of that year.

d. If one or more valid nominations are received by the Secretary on or before January 1st, he shall, on or before January 15th, mail to each member in good standing a ballot listing all nominees for each position in alphabetical order, with the names of the States in which they reside, together with an envelope marked "Election Ballot" on the front and a return envelope addressed to the Ballot Counting Agency selected marked "AEDCA Ballot" and bearing the name of the member to whom it was sent. So that the ballots remain secret, each voter, after marking their ballot, shall seal said ballot in the envelope marked only with "Election Ballot" on it which in turn is placed in the second envelope addressed to the Ballot Counting Agency and mailed. In order to be valid, all ballots must be received by the Ballot Counting Agency on or before February 15th. The Ballot Counting Agency for the election shall check the returns against a list of current members in good standing, prior to opening and removing the Election Ballot envelopes, and shall certify the eligibility of the voters as well as the results of the voting. A copy of the results of the voting shall be sent to the Secretary and President of the club by Feb 20th by the Ballot Counting Agency. Those running for office as well as those retiring from office shall be notified by the Secretary of their election status before the first day of March and the newly elected Officers and Directors shall begin their new term of office on March 1st of that year. Notification of the voting results to the general membership shall be by means of the newsletter or special notice by the secretary.

e. Nominations cannot be made in any other manner than the one described above.

ARTICLE V Committees

SECTION 1. The Board may each year appoint standing committees to advance the work of the Club in such matters as specialty shows, obedience and agility trials, trophies, annual prizes, membership, and other fields which may be well served by committees. Such committees shall always be subject to the final authority of the Board. Special committees may also be appointed by the Board to aid it on particular projects.

SECTION 2. Any committee appointment may be terminated by a majority vote of the full membership of the Board upon written notice to the appointee; and the Board may appoint successors to those persons whose services have been terminated.

ARTICLE VI Discipline

SECTION 1. American Kennel Club Suspension. Any member who is suspended from the privileges of The American Kennel Club automatically shall be suspended from 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 the breed. Written charges with specifications must be filed in duplicate with the Secretary together with a deposit of $10 which shall be forfeited if the charges are not sustained by the Board or a Committee following a hearing. The Secretary shall promptly send a copy of the charges to each member of the Board or present them at a Board Meeting, and the Board shall first consider whether the actions alleged in the charges, if proven, might constitute conduct prejudicial to the best interests of the Club or breed. If the Board considers that the charges do not allege conduct which could be prejudicial to the best interests of the Club or 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 3 weeks or more than 6 weeks thereafter. The Secretary shall promptly send one copy of the charges to the accused member by certified mail together with a notice of the hearing and 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 should be treated uniformly in that regard. Should the charges be sustained after hearing all of the evidence and testimony presented by the complainant and defendant, the Board or Committee may by a majority vote of those present suspend the individual 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. And, if it deems that punishment insufficient, it may also recommend to the membership that the penalty be expulsion. In such case, the suspension shall not restrict the defendant's right to appear before his fellow members at the ensuing Club meeting which considers the 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 Secretary. The Secretary shall, in turn, 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 recommendation from 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 meeting shall then vote by secret ballot on the proposed expulsion. A 2/3 vote of those present and voting at the Annual Meeting shall be necessary for expulsion. If expulsion is not so voted, the suspension shall stand.

ARTICLE VII Amendments

SECTION 1. Amendments to the Constitution/By-Laws and to the (Standard of the Breed) may be proposed by the Board of Directors or by written petition from any member in good standing addressed to the Secretary. The petition must be co-signed by 20% of the members in good standing. Amendments proposed in such a petition shall be promptly considered by the Board of Directors and submitted to the members with recommendations of the Board by the Secretary for a vote within three months of the date the petition was received by the Secretary.

SECTION 2. The Constitution/By-Laws or the (Standard of the Breed) may be amended at any time provided a copy of the proposed amendment has been mailed by the Secretary to each member in good standing on the date of the mailing, accompanied by a ballot on which the member may indicate his choice for or against the action to be taken. Dual envelope procedures described in Article IV, Section 4 (d), shall be followed in handling such ballots, to assure secrecy of the vote. Notice with such ballot shall specify a date of not less than thirty days after the mailing by which dates the ballots must be returned to the Secretary to be counted. The favorable vote of a majority 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 consent of not less than 2/3 of the members. In the event of dissolution of the Club other than for purposes of reorganization whether voluntary or by operation of law, none of the property of the Club nor any proceed thereof nor any assets of the Club shall be distributed to any member of the Club, but after payment of the debts of the Club its property and assets shall be given to a charitable organization for the benefit of dogs selected by the Board of Directors.

ARTICLE IX Order of Business

SECTION 1. At meetings of the Club, the order of business, so far as the character and nature of the meeting shall permit, shall be as follows:

Roll call
Minutes of the last meeting
Report of the President
Report of the Secretary
Report of the Treasurer
Reports of Committees
Election of Officers and Board (at Annual Meetings during even-numbered years)
Unfinished business
New business
Adjournment

SECTION 2. 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 Secretary
Report of Treasurer
Reports of Committees
Unfinished business
Election of new members
New business
Adjournment

ARTICLE X "Robert's Rules of Order" shall be the governing parliamentary authority provided that it is not inconsistent with these By-Laws or any special rules of order that the Club may adopt.

THESE CONSTITUTION/BY-LAWS WERE DULY AMENDED ON JUNE 30, 2005. THIS EDITION SUPERSEDES ALL OTHER VERSIONS OF THESE DOCUMENTS AND IS IN FORCE UNTIL FUTURE AMENDMENTS OR DISSOLUTION OF THE CLUB.