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Midwest Papillon Association
Our Bylaws
Membership
Association Year
Meetings
Directors & Officers
Elections
Contracts/Loans/Checks
Committees
Discipline
Amendments
Dissolution
Order of Business
Parliamentary Authority
Certification
Article I. Membership.
Section 1. Eligibility.
There shall be 4 types of membership open to any breeder, owner, or fancier of the Papillon breed
who subscribes to the purposes and objectives of the Association, agrees to
abide by the Code of Ethics and who is in good standing with UKC.
Section 2. Types of membership.
Section 2.1. Associate Membership
Open to individuals 18 years of age or older. Associate members are entitled to
participate in Association activities and meetings; however, Associate Members
are not entitled to vote or to hold office in the Association.
Section 2.2. Full Membership.
Open to individuals 18 years of age or older. Full members are entitled to
participate in Association activities and meetings and are entitled to one vote
and to hold office.
Section 2.3. Honorary membership.
The Board of Directors may elect to Honorary Membership any member in good
standing or any non-member who meets the eligibility requirements of
membership. An affirmative vote of 2/3 of the Directors present at a meeting of
the Board, or 2/3 of the entire Board voting by mail shall be required to elect
an honorary member. Honorary members shall be exempt from dues. No honorary
members may vote unless he/she was a member in good standing of the Association
at the time he/she was elected to honorary membership.
Section 2.4. Junior membership.
Junior membership is open to any individual who is eight years of age to
seventeen years of age. Juniors may convert to Associate membership upon
reaching their 18th birthday. Junior members shall not be entitled to vote nor
eligible to hold office, but shall be eligible for annual trophies or awards
offered by or through the Association.
Section 3. Dues.
Section 3.1. Amount.
Annual membership dues shall be determined by the Board of Directors not to
exceed $50.00 per person per year.
Section 3.2. Payment of Dues.
Dues are payable on or before the first day of January each year.
Section 3.3. Dues Statement.
On or before November 15th of each year, the Treasurer shall send to each member
a statement of dues for the ensuing year.
Section 3.4. Nonpayment of Dues.
No member may vote whose dues are not paid for the current year. The
membership of any member who has not paid his/her dues by January 31st of any
calendar year shall lapse. The Board of Directors may grant a grace period
of an additional 30 days for payment to any member who applies for an extension.
Section 4. Application for Membership.
Section 4.1. Associate and Junior Members.
Each applicant for Associate or Junior membership in the Association shall apply
on a Board-approved "Application for Associate/Junior Membership", which shall
provide that the applicant agrees to abide by the Constitution, Bylaws, and Code
of Ethics of the Association and the rules and regulations of the United Kennel
Club. The prospective Associate or Junior member shall submit the completed
application and dues payment for the current year to the Treasurer,
at which time the applicant's membership shall become effective.
Section 4.2. Full Members.
a. Submitting the application.
Each applicant for Full membership in the Association shall apply on a
board-approved Application for Full Membership, which shall provide that the
applicant agrees to abide by the Constitution, Bylaws and Code of Ethics of the
Association and the rules and regulations of the United Kennel Club. The
prospective member shall submit the completed application and dues payment for
the current year to the Treasurer.
b. Sponsors.
Each application shall be endorsed by two Association members in good standing
c. Publication of applicants’ names in
newsletter.
The name of each applicant, the names of each applicant’s sponsors, and a
deadline for submitting comments shall be published in the first Association
newsletter published after the application is submitted. Comments regarding the
applicant must be submitted to the Secretary in writing by a member of the
Association in good standing. The deadline for comments shall be 30 days after
the publication date of the newsletter. The Secretary shall provide all comments
to the Board of Directors at the first Board meeting after the deadline for
comments.
d. Election To Membership.
Applicants may be elected by a vote at the next meeting of the Board of
Directors or by vote of the Directors by mail, except that no mail vote may be
initiated until each Board member has received a copy of all comments on the
application from the Secretary. Affirmative votes of a majority of the Directors
present at a meeting of the Board or of the entire Board voting by mail shall be
required to elect an applicant.
e. Rejected Applications.
The sponsor(s) of any applicant whose membership application is rejected by the
Board may personally present the application at the next meeting of the
Association. The Association membership may elect such applicant by secret
ballot and a favorable vote of 75 percent of the members present, in good
standing, and voting.
Section 5. Termination of Membership.
Memberships may be terminated for any of the following reasons:
Section 5.1. Resignation.
Any member in good standing may resign from the Association upon written notice
to the Secretary. Resignation shall not discharge or eliminate any debt
owed to the Association. Dues are considered an obligation to the
Association and are incurred the first day of each fiscal year.
Section 5.2. Lapsing.
A membership will be considered as lapsed and automatically terminated if such
member's dues remain unpaid after January 31st. The Board of Directors may
grant a grace period of an additional 30 days for payment to any member who
applies for an extension. In no case may a person be entitled to vote at
any Association meeting whose dues are unpaid as of the date of the meeting.
Dues paid at such a meeting allow that member reinstatement of voting rights.
Section 5.3. Suspension.
Any member who is suspended or barred from privileges of the United Kennel Club
is automatically suspended or barred from the privileges of membership in the
Association for the same period of time.
Section 5.4. Expulsion.
A membership may be terminated by expulsion as provided in Article VIII, Section
4 of these bylaws.
Article II.
Association Year.
Section 1. Fiscal Year.
The Association's fiscal year shall begin on the 1st day of January and end on
the last day of December.
Section 2. Official Year.
The Association's official year shall begin immediately at the conclusion of the
election at the annual meeting and shall continue through the election at the
next annual meeting.
Article III. Meetings.
Section 1. Regular Meetings.
The association will hold meetings every 3 months starting with January.
Written notice of the time, place and location of this meeting shall be mailed
not later than 15 days prior to the meeting.
Section 2. Annual Meeting.
The annual in-person meeting of the Association shall be held in the month of
June, preferably in conjunction with a club show. Written notice of the
time, place and location of this meeting shall be printed in the newsletter of
the Association and shall be mailed not later than 15 days prior to the meeting.
the quorum for this and all other Association membership meetings shall be 20
percent of the members in good standing.
Section 3. Special Association Meetings.
Special meetings may be called by the President or by a majority vote of the
members of the Board of Directors who are present and voting at any meeting of
the Board or who vote by mail, and shall be called by the Secretary upon receipt
of a petition signed by 10 percent of the Full Members of the Association who are in
good standing. such special meetings shall be held at a place, date
and hour as may be designated by the person or persons authorized herein to call
such a meeting. Written notice of such a meeting shall be mailed by the
Secretary at least fifteen (15) days and not more than thirty (30) days prior to
the date of the meeting, and said notice shall state the purpose of the meeting
and no other Association business may be transacted thereat. The quorum
for such a meeting shall be 20 percent of the members in good standing.
Section 4. Board Meetings.
The first meeting of the Board shall be held immediately following the annual
Association meeting and election. Meetings of the Association Board of
Directors shall be held at such times and places as the Board of Directors shall
from time to time determine by resolution of the Board of Directors.
Written notice of each such meeting shall be mailed by the Secretary at least 15
days prior to the date of the meeting. The quorum for such a meeting shall
be a majority of the Board.
Section 5. Special Board Meetings.
Special meetings of the Board may be called by the Association President, Vice
President, or by the Secretary upon receipt of a written request signed by at
least three members of the Board. Such special meeting shall be held at
such time and place as may be designated by the person authorized to call such
meeting. The Secretary shall mail written notice of such meeting at least
30 days prior to the date of the meeting. Any such notice shall state the
purpose of the meeting and no other business shall be transacted thereat.
The quorum for such a meeting shall be a majority of the Board.
Section 6. Conducting Association Business via electronic
communication.
Association and Board members may use e-mail, chat rooms, message boards and
other means of electronic communication to facilitate Association business.
Section 6.1. Association discussions.
a. Notice.
Written notice of Association on-line discussions shall be mailed or e-mailed
to all Association members in good standing by the Secretary at least 14 days
and not more than 30 days prior to the scheduled discussion. Notice
shall include:
1. A designated e-mail list, chat room or message board
with instructions how to access the list, room or message board;
2. The purpose(s) of the meeting and the starting and
ending dates and times during which discussion may take place. No
other Association business shall be discussed.
b. Quorum.
No quorum shall be required for Association discussions.
c. Voting.
No vote may be taken on any motion.
d. Minutes.
The Secretary shall be responsible for keeping minutes of these discussions by
using chat room logs, copying messages from the message board, copying e-mail
from the list, or by taking notes of the discussion.
Section 6.2. Regular Board discussions.
A majority of the Board may designate a regular date, time and e-mail list,
chat room or message board for Board discussions.
a. Notice.
These regular discussions may be held without notice but the President shall
publish an agenda at the beginning of each discussion.
b. Roll Call.
The Secretary will take a roll call at the beginning of each designated
meeting period.
c. Quorum.
A quorum for these discussions shall be a majority of the Board members.
A Board member shall be considered present if he/she responds within one-half
hour in a chat room or within 24 hours on an e-mail list or message board.
d. Voting.
Board members may vote on any properly-made motion during these discussions,
but no such vote shall be valid unless a written copy of the motion signed by
the Board member clearly indicating the Board member's approval or disapproval
of the motion is received via mail or fax by the Secretary within 10 days of
the electronic vote. Board members shall be notified by mail or 3-mail
of the results of all balloting.
e. Minutes.
The Secretary shall be responsible for keeping minutes of these discussions by
using chat room logs, copying messages from the message board, copying c-mail
from the list, or by taking notes of the discussion.
Section 6.3 Special Board Discussions.
Special Board discussions may be called by the Association President, Vice
President, of by the Secretary upon receipt of a written request signed by at
least three members of the Board. Such special discussion shall be held
at such date and time and in such electronic format (e-mail, chat room, or
message board) as may be designated by the person authorized to call for such
a discussion.
a. Notice.
The Secretary shall mail or e-mail written notice of such meeting at
least 14 days prior to the date of the discussion. Any such notice shall
state the purpose of the discussion and no other business shall be transacted
thereat.
b. Quorum.
A quorum for these discussions shall be a majority of the Board members.
A Board member shall be considered present if he/she responds within one-half
hour in a chat room or within 24 hours on an e-mail list or message board.
c. Voting.
Board members may vote on any properly-made motion during these discussions,
but no such vote shall be valid unless a written copy of the motion signed by
the Board member clearly indicating the Board member's approval or disapproval
of the motion is received via mail or fax by the Secretary within 10 days of
the electronic vote. Board members shall be notified by mail or e-mail
of the results of all balloting.
d. Minutes.
The Secretary shall be responsible for keeping minutes of these discussions by
using chat room logs, copying messages from the message board, copying e-mail
from the list, or by taking notes of the discussions.
Section 7. Voting.
Each Full Member of the Association in good standing whose dues are paid for the current
year shall be entitled to vote at any meeting at which the member is present or
by ballot. Proxy voting shall not be permitted.
Article IV.
Directors and Officers.
Section 1. Board of Directors.
The Board of Directors shall be composed of the Officers and Two (2) directors,
all of whom shall be members in good standing and all of whom shall be elected
as provided in Article V and shall serve until their successors are elected.
In addition, the immediate past President shall serve as a voting member of the
board for a period of one year only. General management of the
Association's affairs shall be entrusted to the Board of Directors.
Section 2. Term of Office.
The Officers of the Association shall serve for two years or until their
successors are elected. All Officers shall be limited to two consecutive
terms of office and no person may hold more than one office per term. The
other members of the Board of Directors shall be elected for two year terms so
staggered that one-half are elected at each annual meeting. Any director
who misses two board meetings within an Association year shall be removed from
the Board of Directors, unless a majority of the board members present and
voting at the meeting from which the director is absent for the second time
votes to excuse one or both absences.
Section 3. Officers.
The Association's Officers, consisting of the President, Vice President,
Secretary, and Treasurer shall serve in their respective
capacities both with regard to the Association and its meetings and the board
and its meetings. All Officers must be in good standing with the United
Kennel Club.
Section 3.1. President.
The President shall preside at all meetings of the Association and of the Board
of Directors, and shall have the duties and powers normally appurtenant to the
office of the President in addition to those particularly specified in these
bylaws.
Section 3.2 Vice President.
The Vice President shall assist the president when and where possible. The
Vice President shall serve as Parliamentarian. The Vice President shall
have the duties and exercise the powers of the President in case of the
President's death, absence or incapacity.
Section 3.3. Secretary.
The Secretary shall
keep a written record of all meetings of the Association and of the Board and
of all matter which a record shall be ordered by the Association; shall have
charge of the correspondence, including but not limited to:
a. Notifying members of meetings and events;
b. Keeping a roll of the members of the Association with their addresses,
phone numbers, and e-mail;
c. Preparing, printing and mailing official Association ballots;
d. Notifying Officers and Directors of their election to office;
e. In the death, absence or incapacity of the President and Vice President,
carrying out the duties and exercising the powers of the President; and
f. Carrying out other such duties are as prescribed in these bylaws.
Section 3.5. Treasurer.
The Treasurer shall collect and receive all moneys due or belonging to the Association. In
addition, the Treasurer will accept membership applications and issue
membership cards. Moneys shall be deposited in a bank designated by the board,
in the name of the Association. The books shall at all times be accurate, up
to date, and open to inspection by the board. A report shall be given at
every meeting of the condition of the Association's finances and every item of
receipt or payment not before reported; and at the annual meeting, an
accounting shall be rendered of all moneys received and expended during the
previous fiscal year. In the event of resignation, death or expulsion of the
Treasurer, all moneys and account books of the Association shall be handed
over to the Board of Directors until the office of Treasurer is filled. The
President shall sign all checks during this interim period.
Section 4. Resignations.
Any director may resign at any time by giving a written notice to the secretary
of the club. Such resignation shall take effect at the time specified
therein, and unless otherwise stated therein, the acceptance of such resignation
shall not be necessary to make it effective.
Section 5. Vacancies.
Any vacancies occurring on the Board or among the offices during the year shall
be filled until the next annual election by a majority vote of all the then
members of the board at its first regular meeting following the creation of such
a vacancy, or at a special board meeting called for that purpose, except that a
vacancy in the office of President shall be filled automatically by the Vice
President and resulting vacancy in the office of Vice President shall be filled
by the board.
Section 6. Compensation.
The members of the board shall serve without compensation for time or labor but
may be compensated for reasonable and necessary expenses.
Article V. Elections.
Section 1. Annual Election.
The election of Officers and directors shall be conducted by secret written
ballot, except that if no nominations are received by the Secretary as provided
in Article V, Section 2.4, no ballot will be necessary. In this case, the
persons selected by the Nominating Committee will be declared elected by the
Secretary at the annual meeting of the Association. If additional
nominations have been made as provided in Article V, Section 2.4, the
Chairperson of the Tally Committee shall report the results of the election at
the annual meeting. The nominated candidate receiving the greatest number
of votes for each office or position on the board shall be declared elected.
Section 2. Nominations.
No person may be a candidate for an office or position on the Board who has not
been nominated. Nominations cannot be made at the annual meeting or in any
manner other than as provided in this section.
Section 2.1. Nominating Committee.
Before November 15th, the Board shall select a Nominating Committee,
consisting of three members and one alternate, all members in good standing,
none of which shall be a member of the current Board of Directors. The
board shall name one member of the committee to serve as Chairperson, who
shall be responsible for setting times and dates for Committee meetings and
for reporting results to the Association Secretary. The Nominating
Committee may conduct its business in person or by use of mail, fax, telephone
or other electronic communication, provided that al decisions must be
confirmed in writing to all members of the Committee within 10 days.
Section 2.2 Tally Committee.
At the same time it selects a Nominating Committee, or immediately before
submitting a proposed amendment to the Constitution or Bylaws to the
Secretary, the Board of Directors shall select three Association members,
living within reasonable driving distance of one another, to serve as the
Tally Committee, in the event that it becomes necessary to hold an election or
vote on a proposed amendment to the Constitution and Bylaws, and count
ballots. The board shall name one member of this committee as
Chairperson, who shall receive all mail-in ballots and who shall report the
results of the election to the Association Secretary.
Section 2.3. Candidates.
The Nominating Committee shall nominate from among the eligible members of the
Association, one candidate for each office and for each other position on the
Board of Directors and shall procure acceptance of each nominee. The
Committee should consider geographical representation of the membership when
selecting nominees to the extent that it is practicable to do so. no
person shall be nominated for more than one position. The Committee
shall submit its slate of candidates to the Secretary not later than January
15th. The Secretary shall mail the list, including the full name of each
candidate and the slate in which the candidate resides, before February 1st,
so that members may make additional nominations, if they so desire.
Section 2.4 Additional Nominations.
Additional nominations of eligible members may be made by written petition
signed by ten percent of the Association members in good standing, addressed
to the Secretary and receive at the Secretary's regular address on or before
March 15th, accompanied by a written acceptance of the nomination from each
additional nominee. No person hall be nominated for more than one
position.
a. If the Secretary on or before March 15th receives no
valid additional nominations, the Nominating Committee's slate of candidates
shall be declared elected at the time of the annual meeting and not
balloting will be required.
b. If one or more valid nominations are received by the
Secretary on or before March 15th, the Secretary shall mail to each member
in good standing a ballot listing in alphabetical order all of the nominees
for each position, together with an envelope addressed tot he Chairperson of
the Tally Committee. Ballots may be mailed with the March/April
newsletter.
Section 2.5. Counting the Ballots.
Ballots must be returned by U.S. mail to the Chairperson of the Tally
Committee not later than May 1st. Ballots postmarked after that date
shall be invalid. The Chairperson shall set a meeting time for the Tally
Committee as soon as practicable after May 1st and a place convenient to all
committee members, at which meeting the committee shall count the ballots.
The Chairperson shall report the election results to the Association Secretary
not later than June 1st. All ballots and the envelopes in which they
were received shall be given to the Secretary who shall keep them for two
years as part of the Association's official records.
Section 2.6. Election Results.
The Secretary at the
annual meeting of the Association will announce election results.
Section 2.7. Change of Officers and Board Members.
The newly elected Officers and board members shall take office at the
conclusion of the annual meeting at which they were elected. Each
retiring Officer and board member shall turn over to his/her successor in
office all properties and records relating to that office within 30 days after
the election.
Article VI.
Contracts, Loans, Checks.
Section 1. Contracts.
The Board may authorize any Officer, agent or employee to enter into any
contract or execute and deliver any instrument in the name of and on behalf of
the Association.
Section 2. Loans.
No loan shall be contracted on behalf of the Association, and no evidence of
indebtedness shall be issued in its name unless authorized by a resolution of
the Board of Directors. Such authority may be general or confined to
specific instances.
Section 3. 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 Association shall be signed
by the Association Treasurer, or such agent or employee of the Association and
in such a manner as shall from time to time be determined by the board.
Article VII.
Committees.
Section 1. Appointing Committees.
The Board shall each year appoint such standing committees as needed to advance
the operation of the Association or to aid the board on particular projects.
Such committees shall always be subject to the final authority of the Board.
Section 2. Terminating Committee Appointments.
Any committee appointment may be terminated by majority vote of the full
membership of the board upon full written notice to the appointee, and the board
may appoint successors to those persons whose service has been terminated.
Article VIII.
Discipline.
Section 1. United Kennel Club Suspension.
Any member who is suspended from the privileges of the United Kennel Club shall
be automatically suspended from the privileges of this Association 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 Association or the breed. Written
charges with specifications must be filed in duplicate with the Secretary
together with a deposit of $25.00, which shall be forfeited if the Board
following a hearing does not sustain such charges. 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 interest of the Association of the breed. If the Board considers that
the charges do not allege prejudicial conduct, the Board may refuse to entertain
jurisdiction. If the Boar entertains jurisdiction of the charges, it shall
fix a date for a hearing by the Board no less than three weeks nor more than six
weeks thereafter. The Secretary shall promptly send one copy of the
charges to the accused member by registered mail together with a notice of
the hearing and an assurance that the respondent may personally appear in
his/her own defense and bring witnesses if he/she wishes.
Section 3. Board Hearing.
The Board shall have complete authority to decide whether counsel may attend the
hearing, but both complainant and respondent shall be treated uniformly in that
regard. Should the charges be sustained after hearing all the evidence and
testimony presented by complainant and respondent, the Board may by a majority
vote of those present suspend the respondent from all privileges of the
Association for not more than six months from the date of the hearing. If
the Board 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 respondent's right to appear before his fellow members at
the ensuing Association meeting which considers the Board's recommendation.
Immediately after the board 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 board's decision and penalty, if any.
Section 4. Expulsion.
Expulsion of a member from the Association may be accomplished only at the
annual meeting of the Association following a board hearing and upon the Board's
recommendation as provided in Section 3 of this Article. The respondent
shall have the privilege of appearing in his or her own behalf though no
evidence shall be taken to this meeting. The President shall read the
charges, and the findings and recommendations, and shall invite the respondent,
if present, to speak on his/her own behalf. The meeting shall then vote by
secret written ballot on the proposed expulsion. A 2/3 vote of those
present and voting at the meeting shall be necessary for expulsion. If
expulsion is not so voted, the suspension shall stand.
Article IX.
Amendments.
Section 1. Proposing Amendments.
Amendments to the constitution and bylaws may be proposed by the Board of Directors or by written
petition addressed to the Secretary signed by 20 percent of the Full Members of
the Association in good standing. Amendments proposed by such petition shall be
promptly considered by the Board of Directors and must be submitted to the Full
Members with the recommendations of the board by the Secretary for a vote at the
next membership meeting subsequent to the date when the petition was received by
the Secretary.
Section 2. Publishing Proposed Amendments.
Proposed amendments must be published in the next monthly newsletter with the
recommendations of the board.
Section 3. Voting Procedures.
Proposed amendments to the constitution and bylaws shall be voted upon at the
next membership meeting after publication in the newsletter is made. The
favorable vote of 2/3 of the Full Members in good standing shall be required to
effect such a proposed amendment.
Section 4. UKC Approval.
No amendment to the constitution and bylaws that is adopted by the Association
shall become effective until it has been approved by UKC.
Article X.
Dissolution.
The Association may be dissolved at any time by the written
consent of not less than 2/3 of the members in good standing. In the event
of the dissolution of the Association, whether voluntary or involuntary or by
operation of law, other than for purposes of reorganization, none of the
property of the Association nor any proceeds thereof nor any assets of the
Association shall be distributed to any members of the Association, but after
payment of the debts of the Association, its property and assets shall be given
to a charitable organization for the benefit of dogs selected by the Board.
Article XI.
Order of Business.
Section 1. Association Meetings.
At meetings of the Association, the order of business, so far as the character
and nature of the meeting may permit, shall be as follows:
Roll Call
Minutes of last meeting
Report of President
Report of Secretary
Report of Treasurer
Reports of committees
Unfinished business
New business
Adjournment
Section 2. Board Meetings.
At meetings of the board, the order of business, unless otherwise directed by
majority vote of those present shall be as follows:
Roll Call
Minutes of last meeting
Report of President
Report of Secretary
Report of Treasurer
Report of committees
Unfinished business
Election of new members
New business
Adjournment
Article XII.
Parliamentary Authority.
The rules contained in the current edition of "Robert's Rules of
Order, Newly Revised," shall govern the Association in all cases to which they
are applicable and in which they are not inconsistent with these bylaws and any
other special rules of order the Association may adopt.
Article XIII.
Certification.
Section 1. Original Certification
We hereby certify that the foregoing Constitution and Bylaws,
consisting of 14 pages, including this page, constitute the Bylaws of the
Association, duly adopted by its Board of Directors at a meeting properly
noticed and held, and at which a quorum was present on the 12th day of February
2005.
Kathryn McHugh, President 8-15-2007
Carole Bixler, Board 8-20-2007
Kathryn Blanton, Secretary 8-15-2007
Amanda Boettcher, Treasurer 8-16-2007
Section 2. Amended Certification
We hereby certify
that the foregoing Constitution and Bylaws, consisting of 14 pages, including
this page, constitute the Bylaws of the Association, duly adopted by its Board
of Directors properly noticed and held, and at which a quorum was present on the
19th of November 2007.
Revised November 19, 2007 - UKC approved April 9, 2008
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