CONSTITUTION AND BYLAWS
NATIONAL MINIATURE DACHSHUND CLUB, INC.
Section 1 The name of the Club shall be the “NATIONAL MINIATURE DACHSHUND CLUB, INC.”
Section 2 The purposes of the Club shall be:
(a) To encourage and promote quality in the breeding of pure-bred Miniature Dachshunds; to educate the fancy; and to do all possible to bring the natural qualities of pure-bred Miniature Dachshunds to perfection;
(b) To work with the American Kennel Club to bring about the separation of the Miniature Dachshund from the Standard Dachshund;
(c) To urge members and breeders to accept the Standard of the Miniature Dachshund as approved by the National Miniature Dachshund Club as the only standard of excellence by which the Miniature Dachshund 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 performance events, including, but not limited to, dog shows, field trials, obedience trials, and match shows; and
(e) To support rescue/adoption activities for Miniature Dachshunds.
Section 3 The N.M.D.C. Miniature Dachshund Digest shall be the official publication of the Club. The editor(s) of this publication shall be appointed by the Board of Directors.
Section 4 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 5 The members of the Club shall adopt and may from time to time revise this Constitution and these By-Laws as may be required to carry out these purposes.
ARTICLE I - MEMBERSHIP
Section 1 ELIGIBILITY. There shall be two types of membership.
(a) REGULAR MEMBERSHIP shall be available to all persons eighteen (18) years of age or older who are in good standing with The American Kennel Club and who subscribe to the purposes of the Club. Regular members shall be entitled to all privileges of membership, including the right to vote and hold office.
(b) JUNIOR MEMBERSHIP shall be available to persons at least nine (9) years of age, but not yet eighteen (18) years of age who are in good standing with The American Kennel Club and who subscribe to the purposes of the Club. Junior Members shall have all the rights and privileges of Regular Members except the right to hold office, the right to vote in Club elections or at Club meetings, and any rights granted by the Club or Board which it shall deem as appropriate for Regular Members only.
Section 2 DUES. Membership dues shall be in such amount per year as shall be determined by a majority vote at an annual meeting (or by written ballot cast by mail) of the Board of Directors, such amount to be paid on or before the first day of January of each year. No member may vote on any club matter whose dues are in arrears for the current year. For new member applicants, dues received with membership applications by the Secretary and processed during the period October 1 through December 31 will be considered as paid in full for the coming year. Prior to the first day of November, the Treasurer shall notify members, either by mail or by a notice in The N.M.D.C. Miniature Dachshund Digest, that dues are due for the coming year.
Section 3 ELECTION TO MEMBERSHIP.
(a) Each applicant for membership shall apply on a form 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, and shall provide that the applicant subscribes to the purposes of the Club. The application shall include the name and address of the applicant, shall bear the endorsement of two members in good standing, and give any other information required on the form. The prospective member shall submit the application with the dues payable or the current year to the Secretary or designee.
(b) Applicants may be elected at any meeting of the Board of Directors or by mailed written vote of the Directors. Affirmative votes of two-thirds (2/3) of the Directors present at a meeting of the Board or two-thirds (2/3) of the entire Board voting by mail shall be required to elect an applicant. When voting by mail, marked ballots shall be sent to the Membership Chairman.
(c) When voting by mail, the application of any person proposed for membership shall be held at the written request of any member of the Board. Such written request, along with the reason for the request, shall be sent to the Membership Chairman, who will, in turn notify the Secretary. Other members of the Board will be given the opportunity to provide additional information with respect to the membership application to the Board member making this request, and the latter may decide to withdraw the request or let it stand. The other Board members may choose to let their votes stand as originally submitted or to change their votes. In any case, the two-thirds (2/3)) majority vote stipulated in Sec. 3(b) of this Article is required for election to membership.
(d) An application which has received a negative vote by the Board may be presented to the general membership by one of the applicant’s endorsers at the next annual meeting of the Club. Such applicant may be elected by favorable vote of seventy-five percent (75%) of the members present.
Section 4 TERMINATION OF MEMBERSHIP. Membership may be terminated as follows:
(a) BY RESIGNATION. Any member in good standing may resign from the club upon written notice to the Secretary. Dues will not be refunded to any member who resigns.
(b) BY LAPSING. A membership will be considered as lapsed and automatically terminated if such member’s dues remain unpaid on the thirty-first (31st) day of January of each year. In no event may a person be entitled to vote at any Club meeting whose dues are unpaid thirty (30) days prior to the date of that meeting. No person may vote on Club business by written ballot whose dues are unpaid on the date the date the written ballot is mailed:
(c) BY EXPULSION. A membership may be terminated by expulsion as provided in Article VI of these By-laws.
Section 5. MEMBER IN GOOD STANDING A member in good standing is one whose dues are current, is not monetarily indebted to the Club, and who is not under current disciplinary action.
ARTICLE II - OFFICERS AND DIRECTORS
Section 1 BOARD OF DIRECTORS The Board of Directors shall consist of the President, the First Vice President, the Second Vice President, the Third Vice President, the Secretary, the Treasurer, and six (6) Directors, all of whom shall be Regular Members in good standing. The Officers and the Directors shall be elected for a two (2) year term and shall serve until their successors are elected and take office. The 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, First Vice President, Second Vice President, Third Vice President, Secretary and Treasurer shall serve in their respective capacities both with regard to the Club and its meetings and the Board and its meetings.
(a) The President shall preside at all meetings of the Club and of the Board and shall have the duties and powers normally appurtenant to the office of President in addition to those particularly specified in these By-laws.
(b) The First Vice President shall have the duties and exercise the powers of the President in case of the President’s death, absence, or in-capacity.
(c) The Second Vice President shall have the duties and exercise the powers of the President in the case of the President’s and First Vice President’s death, absence, or in-capacity.
(d) The Third Vice President shall have the duties and exercise the powers of the President in the case of the President’s, First Vice President’s and Second Vice President’s death, absence, or in-capacity.
(e) The Secretary shall keep a record of all meetings of the Club and of the Board and of all votes taken by mail, and of all matters of which a record shall be ordered by the Club. The Secretary shall have charge of the correspondence, notify members of meetings, notify 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 normally appurtenant to this office and as are prescribed in these By-laws.
(f) The Treasurer shall collect and receive all monies due or belonging to the Club. The Treasurer shall deposit the same in the name of the Club in a bank approved by the Board. The Treasurer’s books shall at all times be open to inspection by the Board. The Treasurer shall report at every meeting of the Board the condition of the Club’s finances and every item of receipt or payment not before reported, and at the annual meeting the Treasurer shall render an account of all monies received and expended during the previous fiscal year. The Treasurer may be bonded in such amount as the Board of Directors shall determine.
Section 3 VACANCIES. Any vacancies occurring among the Directors or among the Officers during the term of office shall be filled until the next election by a majority vote of all then members of the Board, except that a vacancy in the office of President shall be filled automatically by the First Vice President, and the resulting vacancy in the office of the First Vice President shall be filled by the Board.
ARTICLE III - MEETINGS
Section 1 ANNUAL MEETING. The annual meeting of the Club shall be held in conjunction with the Club’s Annual National Specialty at a place, date, and hour designated by the Board of Directors. Written notice of the annual meeting shall be mailed by the Secretary to each member at least thirty (30) days prior to the date of the said meeting. The quorum of such meetings shall be 10 percent of the Regular Members in good standing who are residents of the United States.
Section 2 SPECIAL MEETINGS. Special Club meetings may be called by the President or, by a majority of the members of the Board who are present at a meeting of the Board or who voted by mail or shall be called by the Secretary upon receipt of a petition signed by no less than thirty (30) regular members of the Club in good standing. Such meetings shall be held at such place, date, and hour as may be designated by the Board of Directors. Written notice of such meetings shall be provided by the Secretary to each member no less than fourteen (14) days but no more than thirty (30) days prior to date of the meeting. This notice can be by mail or by publication in the N.M.D.C. Miniature Dachshund Digest. The notice of a meeting shall state the purpose of the meeting, and no other Club business may be transacted thereat. The quorum for such meetings shall be ten percent (10%) of the members in good standing, including one (1) executive officer.
Section 3 BOARD MEETINGS. One meeting of the Board shall be held in conjunction with the Club’s Annual National Specialty, either prior to or immediately following the annual meeting. Other meetings of the Board of Directors may be held at such times and places as are designated by a majority vote of the Board. Written notice of each such other meeting shall be mailed by the Secretary to each member of the Board at least fourteen (14) days prior to the date of the meeting. The quorum for a Board meeting shall be a majority of the Board, including one (1) officer.
Section 4 BUSINESS BY MAIL, EMAIL AND/OR TELEPHONE. The Board of Directors may hold meetings or otherwise conduct its business through the Secretary and/or by telephone conference call. Affirmative action by mail, email or telephone shall require the support of the majority of the entire Board. Written minutes shall be prepared of all meetings conducted by telephone conference call and be subject to confirmation by mail or at the next meeting of the Board of Directors held in person.
ARTlCLE IV - CLUB YEAR, VOTING, NOMINATION, ELECTlONS
Section 1 CLUB YEAR. The Club’s fiscal and operating year shall begin on the 1st day of January and end on the 31st day of December. The elected officers and Directors shall take office on the first day of January as of which date each retiring officer shall turn over to his or her successor in office all properties and records relating to that office.
Section 2 VOTING. At the Annual Meeting or at a special meeting of the Club voting shall be limited to those regular members in good standing who are present at the meeting: provided, however, that the annual election of Officers and Directors and amendments to the Constitution and By-laws shall be decided by written ballot cast by mail. To be eligible to vote in the annual election, a member must have been accepted into membership and be in good standing as of October 1. In no event may a member whose dues are in arrears as of the date of a special meeting or of a mailing by written ballot, be entitled to vote. Voting by proxy shall not be permitted. The Board of Directors may decide to submit other specific questions for decision by the members by written ballot cast by mail.
Section 3 NOMINATIONS AND BALLOTS. No person may be a candidate in a Club election who has not been nominated in accordance with these By-laws. The Board of Directors shall choose a Nominating Committee by March 31st of the election year. The Committee shall consist of five (5) members in good standing, of which no more than two shall be the same in any consecutive election and no more than one (1) shall be an Officer or Director. The Board shall name a chairman for the Committee. The Nominating Committee may conduct its business by mail and telephone.
(a) The Nominating Committee shall nominate from among the eligible members of the Club one (1) candidate for each office and for each position on the Board of Directors and shall obtain the acceptance of each nominee in writing. 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 address at which he or she resides to each member of the Club between July 1 and September 1 of the election year.
(b) Additional nominations of eligible members may be made by written petition addressed to the Secretary at his or her regular address no later than October 1, signed by no less than ten (10) members in good standing and accompanied by the written acceptance of each additional nominee signifying his or her willingness to be a candidate.
(c) If no valid additional nominations are received by the Secretary by October 1, the Nominating Committee’s slate shall be declared elected, and no balloting will be required. The Secretary shall so inform the members of the Club by mail posted no later than October 31 of the election year. In the case of any individual office or position on the Board for which no valid additional nominations are received by the Secretary, the Nominating Committee’s slated candidate or candidates shall be declared elected, and the members of the Club informed with the ballots for the remaining contested positions.
(d) If one or more additional nominations are received by the Secretary by October 1 of the election year, he or she shall, by October 31, mail to each member in good standing a ballot listing all of the nominees for each contested position in alphabetical order, with the address at which the nominees reside, along with a blank envelope and a return envelope addressed to the Secretary, marked ‘Ballot" and bearing the name of the member to whom it was sent. So that the ballots may remain secret, each voter, after marking his or her ballot, shall seal it in the blank envelope which in turn shall be placed in the second envelope addressed to the Secretary or other addressee designated by the Board of Directors. The Inspectors of election shall, prior to tabulating the results check the returns against the list of regular members in good standing as of October 1 and shall certify the eligibility of the voters and the results of the election. The results shall be mailed by the Secretary to the members of the Club no later than December 15 of the election year. Alternatively, the Board may direct that the results be published in an issue of The N.M.D.C. Miniature Dachshund Digest mailed to all members by December 31st of the election year.
(e) Nominations cannot be made at the annual meeting or in any manner other than as provided above.
Section 4 ANNUAL ELECTION. In the election of Officers and Directors, the vote shall be conducted by written ballot; Ballots to be valid must be received by the Secretary no later than November 20 of the election year. Ballots shall be counted by December 1 by three (3) Inspectors of election who are members in good standing and who are not members of the current Board of Directors, or at the discretion of the Board of Directors, by an organization unrelated to the Club and qualified to count ballots in elections. The persons receiving the largest number of votes for each position shall be declared elected. If any nominee, as of December 1 of the election year, is unable to serve for any reason, such nominee shall not be elected and the vacancy so created shall be filled by the Board of Directors in the manner provided in Article ll, Section 3 hereof.
ARTICLE V - COMMITTEES
Section 1 COMMITTEES. The Board may each year appoint standing committees to advance the work of the Club in such matters as dog shows, field trials, obedience trials, trophies, annual prizes, membership and other matters which may well be served by committees. Such committees shall always be subject to the final authority of the Board. Special committees or chairman appointments may be appointed by the Board to aid it on particular subjects.
Section 2 TERMINATION OF APPOINTMENT. 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 VI - DISCIPLINE
Section 1 AMERICAN KENNEL CLUB SUSPENSION. Any member who is suspended from any privileges of the American Kennel Club automatically shall be suspended from the like privileges of this Club for a like period.
Section 2 CHARGES. Any member may prefer charges against a member for alleged misconduct prejudicial to the best interests of the Club or Breed. Written charges with specifications must be filed in duplicate with the Secretary together with a deposit of Seventy-five Dollars which shall be forfeited if such 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 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 or a committee of not less than three (3) members of the Board, not less than 3 weeks or more than eight (8) weeks thereafter. The Secretary shall promptly send one (1) copy of the charges to the accused member by certified mail (return receipt requested) together with a notice of the hearing and an assurance that the defendant may participate in his or her own defense and include witnesses if desired. The same notice of hearing and assurance of the right to participate and include witnesses shall be sent to the complainant.
Section 3 HEARING. The Board or Committee shall have complete authority to decide whether counsel may attend the hearing, but both the complainant and the defendant shall 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 defendant from all privileges of the Club for not more than six (6) months from the date or the hearing, or until the next annual meeting if that will occur after six (6) 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 right of the defendant or his or her representative to appear before his or her 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 APPEAL. Written notice of appeal must be filed by the defendant with the Secretary within ten (10) days of the receipt of the copy of the Board’s or committee’s decision. The appeal will be included on the agenda of the next Annual Meeting of the Club. No evidence shall be taken at this meeting. The President shall read the charges, findings, and decisions and shall invite the defendant or his or her representative, if present, to speak on his or her own behalf. The members shall then vote by secret ballot to either sustain or reject the appeal. A majority vote of those present and voting at the meeting shall be necessary to sustain the appeal.
Section 5 EXPULSION. Expulsion of a member from the Club may be accomplished only at the Annual Meeting of the Club following a hearing and upon the recommendation of the Board or Committee, as provided in Section 3 of this Article. The defendant shall have the privilege of appearing on his or her 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, or his or her representative, if present, to speak in his or her own behalf. Regular Members present shall then vote by secret ballot on the proposed expulsion. A two-thirds (2/3) majority of those voting shall be necessary for expulsion. If expulsion is not so voted, the suspension shall stand as originally imposed.
ARTICLE VII - RECORDS
Section 1 Records required by custom, parliamentary practice or these By-laws to be kept by any officer, committee or Board of Directors shall be open for inspection by members upon authorization by the Board of Directors and agreement as to reasonable time and place.
ARTICLE VIII - ORDER OF BUSINESS
Section 1 CLUB or BOARD MEETINGS Except when a meeting is called for specific purpose the order of business to be transacted shall be as follows:
1. Roll Call
2. Minutes of Last Meeting
3. Reports of Executive Officers
4. Reports of Board of Directors
5. Reports of Committees
6. Unfinished Business
7. New Business
ARTICLE IX – UNSPECIFIED PROCEDURAL MATTERS
Section 1 UNSPECIFIED PROCEDURAL MATTERS. Robert’s Rules of Order will be used for all procedural matters not specified in these By-Laws.
ARTICLE X - AMENDMENTS
Section 1 AMENDMENTS TO THE BY-LAWS AND BREED STANDARD
(a) Amendments to the Constitution, By-Laws and Breed Standard may be proposed by the Board of Directors or by written petition addressed to the Secretary signed by 20% of the Regular Members 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 for a vote within four (4) months of the date when the petition was received by the Secretary.
(b) The By-laws, Constitution, and Breed Standard may be amended at any time provided that a copy of the proposed amendment has been mailed to each member in good standing on the date of mailing, accompanied by a ballot on which he/she may indicate his/her choice for or against the action to be taken. The notice shall specify a date not less than 30 days after the date of mailing by which ballots must be returned to be counted. A favorable vote of two-thirds (2/3) of the Regular Members in good standing, who return valid ballots within the time limit shall be required to effect any such amendment.
ARTICLE XI - DISSOLUTION
The Club may be dissolved at any time by the written consent of not less than two-thirds (2/3) of the Regular Members. In the event of the dissolution of the Club, other than for purposes of reorganization, whether voluntary or involuntary or by operation of law, none of the property of the Club nor any proceeds thereof nor any 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 non-profit organization for the benefit of dogs selected by the Board of Directors.