BYLAWS
ARTICLE I
Name
Section 1. The name of the club is the GERMAN SPITZ CLUB OF AMERICA, INC.
Section 2.The following provisions shall constitute the Bylaws (the “Bylaws”) of GERMAN SPITZ CLUB OF AMERICA INC., a nonprofit corporation (the “Club”), which shall, along with the provisions of the Articles of Incorporation (the “Articles”), govern the administration of the Club.
ARTICLE II
Offices
2.01. Principal Office.
The Club may have offices at such place or places within or without the State of Georgia as the Board (defined herein) may from time to time appoint or the business of the Club may require or make desirable.
2.02. Registered Office.
The initial registered office of the Club shall be located at 2966 Hartwell Highway NW, Dewy Rose, Georgia 30634 and the name of the initial registered agent at such address is Patrea L. Pabst. The registered office may be, but need not be, identical with the principal office in the State of Georgia, and the address of the registered office may be changed from time to time.
ARTICLE III
Objects
Section 1. The primary object of the Club shall be to encourage and promote quality in the breeding of pure-bred German Spitz Dog and to do all possible to bring their natural qualities to perfection, with the primary objective of preserving and promoting the heritage, health and athleticism of the pure-bred German Spitz Dog within the United States, including, without limitation, the organizing and hosting of shows or other performance events including obedience, rally, agility and other types of dog sports.
Section 2. A second object of the Club shall also be to encourage the organization of independent local specialty clubs in those localities where there are sufficient fanciers of the breed to meet the requirements of The American Kennel Club;
Section 3. A third object of the Club shall also be to urge members and breeders to accept the Standard of the breed as approved by The American Kennel Club as the only Standard of excellence by which German Spitz will be judged in the United States.
Section 4. A fourth object of the Club shall be to do all in its power to protect and advance the interests of the breed and to encourage sportsman-like competition at all events held under AKC Rules and Regulations;
Section 5. A fifth object of the Club shall be to conduct sanctioned matches and licensed events for which the club is eligible, under the Rules and Regulations of The American Kennel Club.
Section 6. The Club shall be a non-profit corporation and is organized exclusively for pleasure, recreation, and other non-profit purposes within the meaning of Section 501(c)(7) of the Internal Revenue Code (the “Code”), or corresponding section of any future federal tax code.
No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, officers, directors, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions on furtherance of the purposes set forth in the Constitution or in Article I of the Bylaws.
Section 7. 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.
ARTICLE IV
Membership; Club
4.01. Membership. Any individual in good standing with the American Kennel Club (“AKC”) and agreeing to the Club’s Code of Ethics and the Guidelines for Ethical Breeding practice, shall be eligible for membership of the Club. Such individuals shall become members of the Club (the “Members” and each individually as a “Member”) only upon each respective individual’s payment and the Club’s acceptance of payment in full of Dues (defined herein).
4.02. Regular Member. A Regular Member shall be an individual who is at least eighteen (18) years old, a resident of the United States, and owns, plans to own, breed, exhibit or promote the German Spitz (a “Regular Member”). Upon admission, each Regular Member shall have all rights and privileges afforded by the Club set forth herein, including the right to vote on the election of directors and on such other matters as the Board may determine from time to time.
4.03. Foreign Member. An individual who is at least eighteen (18) years old, owns a German Spitz and is a resident of a country having a Fédération Cynologique Internationale (“FCI”) recognized registry shall be eligible for the foreign membership of the Club (a “Foreign Member”). Foreign Members shall not count toward the determination of a quorum, vote, hold office, or sponsor applicants for membership. Foreign Members shall receive all Club publications and may serve as a non-voting committee chair member.
4.04. Junior Member. An individual who is older than ten (10) years and younger than eighteen (18) years of age shall be eligible for the junior membership (a “Junior Member”). Upon reaching the age of eighteen (18) years, a Junior Member must reapply for another class of membership. There shall be no application fee for this process. If a Junior Member fails to reapply for membership within six (6) months of turning eighteen (18) years of age, the Junior Member’s membership shall automatically lapse. Junior Members shall not count toward the determination of a quorum, vote, hold office, or sponsor applicants for membership. Junior Members shall receive all Club publications.
4.05. Application for Membership. The Board shall approve a membership application form that provides that the applicant is in good standing with the AKC and agrees to abide by the Bylaws, the Articles, the AKC’s Code of Sportsmanship then in effect, the Club’s Code of Ethics set forth on Exhibit A and the Club’s Guidelines for Ethical Breeding Practices set forth on Exhibit B. The applicant must also provide his or her name, contact information, occupation and any other relevant information. For all classes of members, the application must include the endorsement of two sponsoring members in good standing. Any application fee shall be submitted to the Secretary. At least once a quarter, the Secretary shall publish the name and address of each applicant along with the endorsements (the “Publication”).
4.06. Voting on Membership. Absent an objection, the Board shall vote on an applicant thirty (30) days after the Publication. The vote shall be conducted by secret ballot and requires an affirmative vote of two-thirds of the Board present at the meeting or two-thirds of the entire Board if voting by mail. If there is an objection to an applicant for membership, the objection, along with the reasoning, shall be filed in writing with the Secretary within thirty days of the Publication. All objections shall be disclosed to the Board. The Board may take reasonable action to investigate or resolve the objections prior to voting on the applicant. An applicant who received an objection shall be voted on by secret ballot and must receive an affirmative vote of two-thirds of the Board present at the meeting or two-thirds of the entire Board if voting by mail.
4.07. Dues. Each Member of the Club shall have paid his or her respective dues as set forth by the Board each year (the “Dues”), and such Dues shall be due and payable by each Member upon admission to the Club. The Board shall assess Dues on a regular basis and may adjust in the sole discretion of the Board. After initial Dues are paid, Dues are due and payable on or before the 1st of January each year. Each November, the Treasurer shall send each Member a statement of his or her Dues for the following year. If Dues are not paid on time, the Member’s membership shall lapse.
4.08. Membership Lapse. A membership shall be considered delinquent if Dues remain unpaid after January 1. The membership shall be automatically terminated if Dues remain unpaid after March 31.
4.09. Good Standing. To be in good standing, a Member shall be current on all Dues, if applicable, and has not been suspended by the Club or the AKC.
4.10. Annual Meeting. The annual meeting of the club shall be held between March 1 and May 31st in conjunction with the club’s annual specialty show, if possible, at a place, date, and hour as may be designated by the Board. Written notice of the annual meeting shall be sent via USPS and/or via email by the Secretary at least sixty (60) days prior to the Annual Meeting. The quorum for the annual meeting shall be ten (10) percent of the eligible voting members in good standing. Non-voting members do not count towards the determination of a quorum.
4.11. Special Meetings. A special Club meeting may be called by the President, by the majority vote of the Board or by the Secretary upon receiving a petition signed by ten (10) percent of the Regular Members in good standing. Special meetings of the Regular Members shall be held with meeting dates, times and locations set out by the Board from time to time. Virtual meetings where the Members sign in via web and/or phone conferencing will constitute and count for such a meeting. Notice for special meetings shall be given at least thirty (30) days but no more than sixty (60) days prior to the special meeting. The notice shall state the purpose of the meeting and no other Club business may be transacted at the special meeting.
4.12. Place of Meetings. The Board may designate any place as the place of meeting for any annual meeting or for any special meeting called by the Board.
4.13. Conduct of Annual and Special Meetings. The Club may conduct its business:
(A) in person;
(B) via virtual, electronic, teleconference or videoconference meeting. If this method is used:
(i) the electronic meeting shall allow the members to simultaneously hear the officers and the Board members;
(ii) the notice of the meeting shall include:
(1) Officer and any submitted committee reports;
(2) An adequate description of how to access the meeting;
(3) A means whereby a Regular Member may place an item on the agenda.
(iii) If Georgia law or AKC policy does not permit the membership voting at a virtual, electronic, teleconference or videoconference meeting, any matters requiring a vote by the membership shall be accomplished by balloting pursuant to Section 8.02.
(C) by any other method permitted by the laws of Georgia.
4.14. Voting List. The Secretary or another officer of the Club having charge of the membership records shall make a complete list of Members entitled to vote at the meeting. This list shall be prepared on the same basis and be part of the list of Members. Such list shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any Member upon such Member’s reasonable request.
4.15. Quorum. Ten (10) percent of the votes entitled to be cast on a matter must be represented in person at a meeting of Regular Members to constitute a quorum. When a quorum is once present to organize a meeting, a meeting may be adjourned despite the absence of a quorum caused by the subsequent withdrawal of any of those present. If a quorum exists, action on a matter is approved if a majority of the votes cast are in favor the action.
4.16. Action by Written Consent Without a Meeting. Any action which may be taken at a meeting of the Members may be taken without a meeting if a written consent setting forth the action so taken or to be taken shall be signed by that number of Members who would be required to approve such action at a meeting if all Members were present and such consent is filed with the Secretary of the Club and inserted in the minute book of the Club.
ARTICLE V
The Board of Directors
5.01. Board of Directors. The administration of the Club shall be conducted by a board of directors of the Club (the “Board”) which shall consist of the President, Vice-President, Secretary, Treasurer, and at least three (3) Regular Members. The President, Vice-President, Secretary and Treasurer must own a German Spitz to be elected to office.
5.02. Election. The Board shall be elected for two (2) year terms on odd numbered years at the Club’s annual meeting as provided in Article VIII and shall serve until their successors are duly elected and qualified, or until their death, resignation or removal.
5.03. Resignation and Removal. Any director serving on the Board may resign at any time by giving written notice to the President or the Board. Any director serving on the Board may be removed from the Board for failure to discharge his or her duties as prescribed in the Bylaws by a secret ballot of two-thirds vote of the Board who are in attendance or represented at any special meeting duly called for such purpose.
5.04. Compensation. The directors of the Board shall receive no compensation for their services as a director on the Board unless expressly authorized for by the Members of the Club, but they shall be reimbursed for reasonable expenses incurred by them in the performance of their duties.
5.05. Rules and Regulations. The Board shall have the power and right to adopt and amend from time-to-time certain rules and regulations (the “Rules and Regulations”) regarding the management and administration of the Club which Rules and Regulations shall be furnished to each Member prior to the time the same shall become effective. Rules and Regulations are not required to be adopted unless determined by the Board.
5.06. Powers and Authority of the Board. The Board, for the benefit of the Members, shall enforce the provisions of these Bylaws, the Rules and Regulations, and any other policies and procedures made pursuant to the Board’s authority from time to time. Subject to any provision herein, the Board shall have the power and authority to acquire and pay for the following of the Club:
(A) Officers and directors liability insurance covering the officers and directors of the Club acting in such capacity;
(B) Legal and accounting services necessary or advisable in the enforcement of these Bylaws, the Rules and Regulations, any other policies and procedures made pursuant to the Board’s authority from time to time;
(C) The services of a person or firm to provide management or publicity of events and shows held on behalf of the Club to the extent and in such manner as determined by the Board to be necessary or proper; and
(D) Any other materials, supplies, labor, services, maintenance, repairs, alterations, insurance, taxes or assessments that the Board deems in the best interest of the Club in fulfilling its purpose.
5.07. Additional Powers of the Board. The Board shall be deemed the agents of the Members and as such shall collect, conserve, allocate and expend Total Contributions received from the Members in a manner consistent with these Bylaws, the Rules and Regulations, and any other policies and procedures made pursuant to the Board’s authority from time to time.
5.08. Meetings of the Board. Meetings of the Board shall be held at such places within or without the State of Georgia, as the Board shall determine. The first meeting of the Board shall be held immediately following the annual meeting and election. A majority of the directors of the Board shall constitute a quorum, and if a quorum is present, the decision of a majority of those present shall be the act of the Board. Meetings of the Board shall be chaired by the President of the Club and the minutes shall be recorded by the Secretary of the Club, whether said Secretary is a director of the Board or not. If the Secretary is not available, the President shall designate another director of the Club to take minutes of the meeting. If the President is not available for the meeting, then the Board must reschedule the meeting.
5.09. Conduct of Board Meetings. The Board may conduct its business:
(A) in person;
(B) by mail or signed facsimile through the Secretary;
(C) through the use of teleconference, videoconference or any means of communication by which all Board members may simultaneously hear each other during the meeting;
(D) by email if all members of the Board consent to taking the particular vote by email. Email cannot be utilized for any item which requires a secret ballot. Votes taken by email shall be printed out showing the Board member’s email address along with the vote cast. Email confirmations and written consents shall be filed with the records of the meeting. Such consents shall be treated as a vote at a meeting; or
(E) by any other method permitted by the laws of Georgia.
5.10. Notice of Meetings. The Board may, but shall not be required to hold, regular meetings. The person or persons calling a meeting of the Board shall, at least twenty-one (21) days before the meeting, give notice thereof by any usual means of communication. Such notice need not specify the purpose for which the meeting is called. If an agenda is prepared for such a meeting, the meeting need not be restricted to discussions of those items listed on the agenda.
5.11. Waiver of Notice. Any director of the Board may, at any time, waive notice of any meeting of the Board in writing, and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a director of the Board at any meeting thereof shall constitute a waiver of notice of such meeting unless a director of the Board attends the meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called and does so object by delivering a written document to that effect.
5.12. Action by Written Consent Without a Meeting. Any action which may be taken at a meeting of the Board may be taken without a meeting if a written consent setting forth the action so taken or to be taken shall be signed by that number of directors who would be required to approve such action at a meeting if all directors were present and such consent is filed with the Secretary of the Club and inserted in the minute book of the Club.
5.13. Failure to Insist on Strict Performance Not Waiver. The failure of the Board or its agents to insist, in any one or more instances, upon the strict performance of any of the terms or conditions in the Articles, these Bylaws or the Rules and Regulations or to exercise any right or option herein contained, or to serve any notice or to institute any action shall not be construed as a waiver or a relinquishment, for the future, of such term, covenant, condition or restriction, right, option or notice; but such term, covenant, condition or restriction, right, option or notice shall remain in full force and effect.
5.14. Presumption of Assent. A director who is present at a meeting of the Board at which action on any matter is taken shall be presumed to have assented to the action taken unless his or her contrary vote is recorded or his or her dissent is otherwise entered in the minutes of the meeting or unless he or she shall file a written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Club immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
ARTICLE VI
Officers
6.01. Officers. The Board shall elect the officers of the Board, which shall include, at least a President, Secretary, and Treasurer. The Board may elect other officers in its sole discretion. Officers need not be a Member or director, except that the President must serve as director of the Board. No officer shall receive compensation for serving as an officer of the Club. Officers may be removed and replaced by the Board in its sole discretion. In the event an officer position becomes vacant due to the death, disability, resignation or for any other reason, the Board shall immediately name a successor to that office to serve out the remainder of the term. 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 or her successor in office all properties and records relating to that office within thirty (30) days after the election.
6.02. President. The President shall be the executive officer of the Club and he or she shall preside at all meetings of the Members and of the Board and may exercise the powers ordinarily allocable to the presiding officer of a business league association. The President shall have the authority and power to execute on behalf of the Club contracts, notes, bonds, mortgages, deeds of trust, security deeds, leases, waivers of liens and other documents and instruments arising in the ordinary course of business and subject to the terms and conditions in these Bylaws.
6.03. Vice President. The Vice President shall have the duties and exercise the powers of the President in case of the President’s absence, death, or incapacity.
6.04. Secretary. The Secretary shall:
(A) keep the minutes of all proceedings of the Board and of the meetings of the Members and shall keep such books and records as may be necessary and appropriate for the records of the Club, the Members, and the Board, including the minute book wherein the resolutions shall be recorded;
(B) keep an up-to-date roll of all Members in good standing and their contact information which shall be sent to any Member in good standing upon written notice;
(C) notify new Members of their election;
(D) notify Members of the time and place of Members’ meetings;
(E) notify Board members of the time and place of Board meetings;
(F) prepare and mail all of the Club’s materials; and
(G) carry out such other duties as are prescribed in these Bylaws and by the Board.
6.05. Treasurer. The Treasurer shall:
(A) collect and receive all monies due or belonging to the Club;
(B) deposit the same in a bank approved by the Board, in the name of the Club;
(C) disburse funds necessary to discharge the liabilities of the Club, such disbursements shall in no event exceed a maximum limit on all expenditures imposed by the Board and if liabilities exceed this maximum amount, prior Board approval is required;
(D) keep the books open to inspection of the Board at all times;
(E) report to the Board at every meeting on the condition of the Club’s finances, including every item of receipt or payment not being reported;
(F) render an account of all monies received and expended during the previous fiscal year at the annual meeting;
(G) generate and manage an annual budget;
(H) manage and review the investment activities of the Club;
(I) file all appropriate tax statements;
(J) maintain a record of all non-expendable Club property held by the Board or Members of the Club;
(K) maintain appropriate corporate reporting to the state of incorporation; and
(L) carry out his or her duties in a manner consistent with the best interests of the Board and the Club.
6.06. Resignation and Removal. Any officer may resign at any time by giving written notice to the President or the Board. Any officer may be removed from the Board for failure to discharge his or her duties as prescribed in the Bylaws by a secret ballot of two-thirds vote of the Board who are in attendance or represented at any special meeting duly called for such purpose.
6.07. Vacancies. Any vacancies on the Board or among the office during the term shall be filled until the next biennial election by a majority of all the remaining members of the Board. A vacancy in the office of the 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 until the next biennial election.
ARTICLE VII
Committees
7.01. Committees. The Board may create one (1) or more committees. A committee may have one (1) or more natural persons. Members of committees may be members of the Board or other natural persons, and they shall serve at the pleasure of the Board. A committee shall advance the work of the Club in such matters as dog shows, trophies, annual awards, membership and other fields which may well be served by committees. Such committees shall always be subject to the final authority and oversight of the Board. Special committees may also be appointed by the Board to aid the Board on particular projects.
7.02. Meetings. A committee may conduct its business in person, by mail, fax, email, teleconference, videoconference, or other electronic means. A committee shall keep a record of its proceedings and shall report these proceedings to the Board at the meeting thereof held next after the meeting has been taken. All such proceedings shall be subject to revision or alteration by the Board, except to the extent that action shall have been taken pursuant to or in reliance upon such proceedings prior to any such revision or alteration.
7.03. Removal. 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 service has been terminated.
ARTICLE VIII
Voting, Balloting, Nominations, Elections
8.01. Voting. At the annual meeting or at a special meeting of the Club, voting shall be limited to Regular Members in good standing who are present at the meeting or participating by electronic meeting, except for the biennial election of officers or Directors, amendments to the Articles or the Bylaws, and amendments to the standard for which the breed shall be decided by balloting in accordance with Section 8.02. The Board may decide to submit other specific questions of the Regular Members by balloting. Voting by proxy will not be permitted.
(A) Where balloting is required by the Articles or the Bylaws, or is determined necessary by the Board, the balloting may be sent out by the Secretary, or an independent professional firm designated by the Board to process ballots. The ballots must be received by, and counted by, an independent ballot recipient having no affiliation with the Association.
(B) Ballots must specify a day not less than thirty (30) days nor more than forty (40) days for the return receipt of any ballot.
(C) If by mail, a dual-envelope and balloting system will be used for biennial elections, Articles and Bylaws amendments, and breed standard revisions. Each Regular Member in good standing shall be sent by first class mail a blank envelope and a return envelope marked “Ballot,” bearing the name of the member and addressed to the ballot recipient designated by the Board. In order for the ballots to remain secret, each voter shall seal their ballot in the blank envelope which in turn shall be placed in the second envelope addressed to the ballot recipient. The ballot recipient shall certify the eligibility of the voters by checking the returns against the list of members whose Dues are paid for the current year prior to opening the outer envelopes and removing the blank envelopes. The ballot recipient shall certify the results of the voting to the Secretary.
(D) If by electronic balloting, the balloting process must be in accordance with AKC’s procedure on Electronic Balloting for Parent Associations. It must be conducted by an independent company which specializes in electronic balloting. A Member must sign a written authorization agreeing to this method of balloting, which is revocable. Members not providing written authorization will receive all material via first class mail as provided above.
8.03. Nominations.
(A) Nominations cannot be made at the annual meeting or in any other manner than provided in this section. No person may be a candidate in a Club election who has not been nominated in accordance with these Bylaws.
(B) A nominating committee shall be chosen by the Board on or before February 15th of odd numbered years (the “Nominating Committee”). The Nominating Committee shall consist of three to five Regular Members in good standing, no more than two of whom shall be a current member of the Board. The Board shall name a Chair for the Nominating Committee. The Nominating Committee shall nominate from among the eligible of the Club, one candidate for each office and for each other position of the Board and shall procure the acceptance in writing of each nominee so chosen. The Nominating Committee should consider geographic representation of the membership on the Board to the extent it is practicable to do so. The Nominating Committee shall then submit its slate of candidates to the Secretary. The Secretary shall provide this slate for publication to the Members via mail or email on or before ninety (90) days before the Club’s annual meeting.
(C) Additional nominations of eligible members may be made by written petition, signed by three (3) Regular Members, addressed to the Secretary and received at his or her regular address on or before sixty (60) days before the Club’s annual meeting. Each additional nominee shall send a written acceptance to the Secretary within the deadline of this Section to signify his or her willingness to be a candidate.
(D) No person shall be a candidate for more than one position.
8.04. Elections.
(A) Uncontested Elections. If no valid additional nominations are received by the Secretary on or before sixty (60) days before the Club’s annual meeting, the Nominating Committee’s slate shall be declared elected at the time of the annual meeting, and no balloting will be required.
(B) Contested Elections. If one or more valid additional nominations are received by the Secretary as provided in Section 8.03, on or before fifty (50) days prior to the Club’s annual meeting, ballots shall be sent according to Section 8.02. The ballot shall list in alphabetical order all of the nominees for each position. The nominated candidate receiving the greatest number of votes shall be declared elected. If any nominee, at the time of election, is unable to serve for any reason, such nominee shall not be elected, and the vacancy so created shall be filled by the new Board in the manner provided in Section 6.08.
ARTICLE IX
Contracts, Loans, Checks, and Deposits
9.01. Contracts. In addition to the President, the Board may authorize any other officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Club, which such authority may be general or confined to specific instances.
9.02. Loans. No loans shall be contracted on behalf of the Club and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board, and which such authority may be general or confined to specific instances.
9.03. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Club shall be signed by such authorized officers, agent or agents of the Club and in such manner as shall from time to time be determined by resolution of the Board.
9.04. Budget. An annual or event budget may be prepared by the Treasurer with input from the Board and presented to and approved by a majority vote of directors of the Board. Expenditures in excess of five (5%) of the approved budget will require approval of a majority of the directors of the Board.
9.05. Spending Authority. All payments on behalf of the Club will require approval of at least two (2) directors of the Board unless such payments are made in accordance with any budget approved by the Board.
9.06. Deposits. All funds if the Club not otherwise employed shall be deposited from time to time to the credit of the Club in such banks, trust companies, or other depositories as the Board may select.
ARTICLE X
Liability; Indemnification; Insurance, Conflict of Interest
10.01. Liability of Directors of the Board and Officers. No Member, director of the Board, officer or any agent and employee of the Club, or any of their respective heirs and personal representatives (each an “Indemnified Person”, and collectively, “Indemnified Persons”) shall: (A) be liable to the Members or the Club as a result of an Indemnified Person’s activities as such for any mistake of judgment, or otherwise, except for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (B) have personal liability to the Club, a Member or any other person or entity under any agreement, instrument or transaction entered into by them on behalf of the Members in their capacity as such; or (C) have personal liability in tort to the Club, a Member or any other person or entity direct or imputed by virtue of acts performed by them as Indemnified Persons except for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law.
10.02. Indemnification by Club. To the extent now or hereafter permitted by applicable law, the Club shall indemnify and hold harmless any Indemnified Person from and against any and all personal liability, and all expenses, including without limitation counsel fees and court costs, incurred or imposed, or arising out of or in settlement of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative instituted by any one or more of the Members or any other persons or entities, to which such Indemnified Person shall be or shall be threatened to be made a party by reason of the fact that such Indemnified Person is or was a director of the Board, an officer, agent or employee of the Club; provided, in the case of any settlement, that the Board shall have approved the settlement, which approval is not to be unreasonably withheld. Such right of indemnification shall not be deemed exclusive of any other rights to which such Indemnified Person may be entitled as a matter of law or agreement or by vote of the Club or the Board, or otherwise. The indemnification by the Club set forth in this Article X shall be paid by the Board on behalf of the Club.
10.03. Costs of Suit in Actions Brought by One or More Members on Behalf of All Members. No suit shall be brought by one or more but less than all the Members on behalf of all the Members without approval of a majority of Members and, if approval is obtained, the plaintiffs’ expenses, including reasonable counsel’s fees and court costs, shall be an expense of the Club unless such suit is brought by one or more of the Members against other Members, the Club or against the Board, the officers, employees, or agents thereof, in their capacities as such, with the result that the ultimate liability asserted would, if proven, be borne by all the Members as defendants, in which event the plaintiffs’ expenses, including counsel’s fees and court costs, shall not be charged as an expense of the Club.
10.04. Notice of Suit and Opportunity to Defend. Suits brought against the Club, or the Board, or the officers, employees or agents thereof, in their respective capacities as such, shall be directed to the President of the Club, who shall promptly give written notice thereof to the Board and shall be defended by the Board, and the Club and all directors shall have no right to participate other than through the Board in such defense. Suits against one or more, but less than all the Members shall be directed to such Members, who shall promptly give written notice thereof to the Board and to the commercial businesses effected and shall be defended by such Members at their expense.
10.05. Conflict of Interest. The Club shall adopt, implement, enforce and regularly review policies and procedures governing conflicts of interest and pecuniary benefits transactions. The policy and procedures shall, at a minimum, meet the requirements of the State of Georgia law as then in effect. Each officer or director shall have the affirmative duty to disclose to the Club each transaction with the Club that could be a conflict of interest or a pecuniary benefit transaction, and that officer or director shall be prohibited from participating in the discussion or voting on the matter. Each officer or director, prior to taking his or her position on the Board, shall submit to the Secretary a signed Conflict of Interest Policy.
10.06. Insurance. The Board may cause the Club to purchase and maintain insurance on behalf of any person who is or was a director or officer of the Club, or is or was serving at the request of the Club as a director, officer, employee, agent, or trustee of another corporation, joint venture, trust employee benefit plan, or other enterprise against any liability asserted against such person and incurred in any capacity or arising out of such status, whether or not the Club would have power to indemnify such person.
ARTICLE XI
Discipline
11.01. American Kennel Club Suspension. Any Member who is suspended from any privileges of the AKC shall automatically be suspended from the privileges of the Club for a like period.
11.02. Charges. Any Member may present 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 refundable deposit of thirty-five (35) dollars, or a reasonable amount set annually by the board not to exceed one hundred (100) dollars, which shall be forfeited if such charges are not sustained by the Board or the Special Board Committee following a hearing. The Secretary shall promptly send a copy of the charges to each Board member or present a copy of the charges at an in-person meeting of the Board.
11.03. Hearings. Disciplinary hearings and any Board action relating to disciplinary hearings may be held in person, via teleconference or videoconference.
11.04. Jurisdiction. After due consideration, the Board shall vote 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 a majority of the Board considers that the charges do not allege conduct which would be prejudicial to the best interest of the Club or of the breed, the Board shall 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 special committee appointed by a majority of the Board, of not less than three (3) members of the Board (the “Special Board Committee”), not less than three (3) weeks nor more than six (6) weeks thereafter. The Secretary shall promptly send a copy of the charges to the complainant and the accused Member by certified mail, return receipt requested, together with a notice of the hearing and an assurance that they may personally appear on their own behalf and bring witnesses if they wish.
11.05. Board Hearings. The Board or the Special Board Committee shall have complete authority to decide whether counsel may attend the hearing, but both complainant and the accused member shall be treated uniformly in that regard. Should the charges be sustained after hearing all the evidence and testimony presented by the complainant and the accused member, the Board or the Special Board Committee, may by a majority vote of those present reprimand or suspend the accused member from all privileges of the Club for not more than six (6) months from the date of the hearing or until the next annual meeting, if that meeting will occur after six (6) months. If it deems that punishment is insufficient, the Board may recommend to the membership that the penalty be expulsion. In such case, the suspension shall not restrict the accused member’s right to appear before his or her fellow Members at the ensuing annual meeting which considers the recommendations of the Board or the Special Board Committee. Immediately after the Board or the Special Board Committee has reached a decision, its findings shall be put in written form and filed with the Secretary. The Secretary, in turn, shall notify each of the parties of the decision and penalty, if any, by registered mail, return receipt requested.
11.06. Expulsion. Expulsion of a Member from the Club may be accomplished only at the annual meeting of the Club following a fearing and upon the recommendation of the Board or Special Board Committee as provided in Section 11.05. The President shall read the charges, the findings and the recommendations, and shall invite the accused Member, if present, to speak in his or her own behalf though no evidence shall be taken at this meeting. The membership shall then vote by secret, written ballot on the proposed expulsion. Expulsion requires a two-thirds votes of this present and voting at the annual meeting. If expulsion is not so voted, the suspension shall stand.
11.07. Reassignment of Duties. If the President is the subject of charges or disciplinary action, the Vice President shall perform the duties of the President as described in Section 6.02. If the Secretary is the subject of the charges or disciplinary action, the Vice President shall perform the duties of the Secretary as described in Section 6.04. This subsection shall commence immediately upon receipt of written notices of charges described in Sections 11.01 and 11.02. Any other officer or Board member who is the subject of disciplinary charges shall remain in his or her position, apart from any deliberation or hearing of the charges, pending resolution of the charges. If any other officer or director is suspended, the remainder of the Board shall select by a majority vote to fulfill the duties of the officer or Director until the suspension is over.
11.08. Rights under Suspension. A Member under suspension shall receive all Club information and notices which are sent to Members in good standing. This includes Dues notices and the Club newsletter, as well as other pertinent communications as determined by the Board. However, in no manner may the suspended Member serve on the Board, serve on a committee, vote, sponsor a member, or in any way participate in the operation of the Club.
ARTICLE XI
General Provisions
12.01. Businesses. Nothing contained in these Bylaws shall be construed to give the Board the authority to conduct any business for profit on behalf of the Club or any Member.
12.02. Amendment.
(A) Amendments to the Articles, the Bylaws and to the standard of the breed may be proposed by the Board or by written petition addressed to the Secretary signed by twenty (20) percent of the Regular Members in good standing. Amendments to the Articles and the Bylaws proposed by such petition shall be promptly considered by the Board and must be submitted to the Regular Members in good standing with recommendations of the Board by the Secretary for a vote within three (3) months of the date when the petition was received by the Secretary. Proposed amendments to the standard for the breed must be submitted to Regular Members with recommendations of the Board by the Secretary for a vote following the procedures established by the AKC Board of Directors.
(B) The Articles and the Bylaws may be amended at any time and the standard for the breed may be amended in accordance with the AKC policies provided a copy of the proposed amendment has been mailed by the Secretary to each Regular Member in good standing at least thirty (30) days prior to any balloting. Balloting shall be done in accordance with Section 8.02, accompanied by a secret ballot on which he or she may indicate his or her choice for or against the action to be taken. The favorable vote of two-thirds of the Regular Members in good standing whose ballots are returned within the time limit shall be required to affect any such amendment.
(C) No Amendment to the Articles, the Bylaws or to the standard of the breed that is adopted by the Club will be effective until affirmatively voted on by the membership in accordance with the Articles and Bylaws and approved by the Board of Directors of The American Kennel Club.
12.03. Notices. Notices may be sent by the Secretary in any manner permitted under the laws of Georgia. Notice may be accomplished by either mail or email pursuant to below.
(A) By mail. When notice is given by mail, it must be via first class U.S. mail with postage prepaid and shall be deemed given when deposited in the mail or the delivery service addressed to such person at such person’s address as it appears on the records of the Club.
(B) By email. The Club may send to members notices, including notification of Club meetings, dues, minutes, and other Club publications, and to Board members for notifications of meetings via email, provided that
(i) The Club Member or Board has signed an authorization agreeing to this method of communication.
(ii) Such authorization is renewed annually and is revocable at will.
Any notice required to be sent to any Member under the provisions of these Bylaws shall be deemed to have been properly sent, and notice thereby given, when mailed, postpaid, to the last known address of the Member on the records of the Club at the time of such mailing. It shall be the obligation of every Member to immediately notify the Secretary in writing of any change of address. Any notice required to be sent to the Board, the Club or any officer thereof, under the provisions of these Bylaws shall likewise be deemed to have been properly sent, and notice thereby given, when mailed, postpaid, to such entity or person at the Club’s registered agent.
12.04. Parliamentary Authority. The rules as 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 not inconsistent with these Bylaws.
12.05. Nonwaiver of Covenants. No covenants, restrictions, conditions, obligations or provision contained in these Bylaws, or the Rules and Regulations shall be deemed to have been abrogated or waived by reason of any failure to enforce the same, irrespective of the number of violations or breaches which may occur.
12.06. Dissolution. The Club may be dissolved at any time by written consent of not les than two-thirds of the Regular Members in good standing. In the event of the dissolution of the Club, whether voluntary or involuntary or by operation of law, none of the Club’s property nor any proceeds thereof nor any assets of the Club shall be distributed to any Members of the Club. After payment of the debts of Club, its property and assets shall be given to one or more charitable organizations for the benefit of dogs selected by the Board. [Confirm consistent with Articles.]
12.07. Club Years.
(A) The Club’s fiscal year shall begin on the 1st day of January and end on the 31st day of December.
(B) The Club’s official year shall begin immediately at the conclusion of the election at the annual meeting on odd numbered years and shall continue through committee reports at the next annual meeting. On alternate years, the official year all begin immediately at the conclusion of committee reports and shall continue through the election at the next annual meeting.
(C) The Club’s membership year is the calendar year, January 1 through December 31.
12.08. Agreements Binding. All agreements and determinations lawfully made by the Club in accordance with the procedures established by these Bylaws shall be deemed to be binding on all Members, their heirs, successors and assigns.
12.09. Severability. The invalidity of any covenant, restriction, condition, limitation or any other provisions of these Bylaws, or of any part of the same, shall not impair or affect in any manner the validity, enforceability or effect of the rest of these Bylaws.
12.10. Books and Records. The books, records and papers of the Club shall at all times, during reasonable business hours, be subject to inspection by any Member. The Articles, the Bylaws and, if applicable, the Rules and Regulations, of the Club shall be available for inspection by any Member at the principal office of the Club, where copies may be purchased at reasonable costs.
