Saarloos Wolfhond Club of America

ARTICLE I
Membership:

SECTION 1. Eligibility and Types of Membership.
There shall be six (6) types of memberships open to all persons 18 years of age and older, as well as a junior membership, which is available to persons under the age of 18, who are in good standing with the American Kennel Club, (“AKC”), and who subscribe to the purposes of the Saarloos Wolfhond  Club of America, (sometimes hereinafter referred to as the “SWCA” or the “Club”).

Member in good standing – An individual who is not suspended by The American Kennel Club; suspended or under investigation by The SWCA and whose dues for the year are already paid.

Regular (Individual) — Open to adults (18+) who own, co-own, or have owned a Saarloos Wolfhond  Dog in the past twelve (12) months (counted from date of signature upon application). After five consecutive years as a regular member in good standing, individuals may remain with regular member status for the remainder of their lifetime (so long as dues are paid and membership is not terminated), regardless of ownership. Enjoys all club privileges including the right to vote and hold office. Dues shall not exceed $25.00.

Household — Two (2) adult members (18+) residing in the same household, each eligible to vote and hold office. Both adults must meet the qualifications for individual membership. After five (5) consecutive years as a household member in good standing, the same individuals may remain with household or regular status for the remainder of their lifetime (so long as dues are paid and membership is not terminated), regardless of ownership. Dues shall not exceed $50.00.

International — for those individuals who are not U.S. residents (or its territories and possessions). Shall be entitled to all club privileges except voting and office holding. Dues shall not exceed $15.00

Associate — Entitled to all club privileges except voting and office holding. Offered to fanciers of the breed who do not currently own, or have not owned a Saarloos Wolfhond  Dog in the past twelve (12).* Dues shall not exceed $15.00.

* If an Associate member acquires a Saarloos Wolfhond  Dog during the membership year and has paid dues on or before February 1st of that year, the member may pay the difference in dues between Associate Membership and either Regular or Household Membership to automatically convert to either Regular or Household Membership. Notice of status change will be announced and recorded at the Board Meeting following the Associate member’s request and payment of remaining dues. These members will enjoy all club privileges, including the right to vote and/or hold office.

Junior — Open to children under eighteen (18) years of age; is a non-voting/non-office holding membership. Dues shall not exceed $15.00.

Honorary — An individual who has made significant contributions to the Sport, Breed or the Club; Honorary Members pay no dues and are not eligible to vote but can maintain Regular (or Household) membership if they pay dues. The qualification of ownership will be waived if an Honorary member chooses to become a regular member. Honorary members may hold office under special circumstances.

Life — For those individuals who have been regular members in good standing continuously for at least twenty (20) years. Life members pay no dues but are eligible to vote and hold office.

SECTION 2. Dues.
During the month of December, the Treasurer shall send to each member a statement of dues for the ensuing year. Membership dues shall be payable on or before February 1st. Associate members who obtain ownership of a Saarloos Wolfhond  Dog during the year and have paid their dues by February 1st, can pay the difference for regular membership to receive voting privileges for the remainder of that year. This section shall be printed on each bill for dues so that no member may deny knowledge thereof.

SECTION 3. Election to Membership
a) Each applicant for membership shall apply on a form as approved by the Board of Directors and which shall provide that the applicant agrees to abide by these Bylaws, The SWCA Code of Ethics, the Rules and Regulations of the AKC and the AKC’s Code of Sportsmanship. The application shall state their name, contact information (email, address) and information on their Saarloos Wolfhond  Dog (s), including but not limited to proof of their registered name(s), date(s) of birth and call name(s). Accompanying the application, the prospective member shall submit payment of dues for the current Financial/Fiscal year.

b) All applications for membership shall be filed with the Secretary. The applicant will be notified that his/her application has been received. Applicants may be conditionally approved at any meeting of the Board or by the unanimous approval of all Directors in writing, in lieu of a meeting. Conditional approval of an applicant requires a majority vote of the Directors present at a legal meeting of the Board of Directors, or the unanimous approval of all Directors when voting by mail or email in lieu of a meeting. Applicants for membership who have been rejected by the Board of Directors may not reapply within twelve (12) months after such rejection.

c) Within ten (10) days of receipt of the conditional approval by the Board of Directors, the Secretary will post or cause to be posted the name(s) of such applicant(s) on the Club’s website. Written and signed objections to a conditionally approved applicant by a voting member of the Club must be filed with the Secretary within thirty (30) days of the posting of such conditionally approved applicant on the Club’s website, including with the objection documentation in support of his/her objection. The Board of Directors will address the objection(s) at its next regularly scheduled meeting or special meeting of the Board of Directors. If there are objections to a conditionally approved application, an affirmative vote of two-thirds (2/3rds) of the Directors present at a meeting of the Board shall be required to approve membership. If no objection is received by the Secretary to an applicant conditionally approved by the Board of Directors within thirty (30) days of the posting of his/her name on the Club’s website, the membership of such applicant shall be deemed finally approved.

d) Upon final approval of membership, the applicant shall be notified by the Secretary and shall receive a copy of these By-Laws, a copy of the Breed Standards and other appropriate materials via email and a membership card via USPS.

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

a) by resignation. Any member may resign from the club at any time upon written notice to the Secretary.

b) by lapsing. A membership will be considered as lapsed and automatically terminated if such member’s dues remain unpaid thirty-two (32) days after the first day of the fiscal year; however, the Board of Directors may, within its sole discretion grant an additional thirty (30) days of grace to such delinquent members in meritorious cases. In no case may a person be entitled to vote at any club meeting whose dues are unpaid as of the date of that meeting.

c) by expulsion. A membership may be terminated by expulsion as provided in Article VII of these bylaws.

ARTICLE II
Members Meetings

SECTION 1. Annual Meeting.
The Annual Meeting of the Club shall be held in the month of November, or December in conjunction with the Club’s specialty show, if possible, at a place, date, and hour designated by the Board of Directors. Such annual meetings shall be held in person or by methods in accordance with Law – such as electronic, virtual, teleconference or methods as may be developed, as designated by the Board of Directors. Written notice of the annual meeting shall be sent by the Secretary as required by law at least ten (10) days and no more than sixty (60) days prior to the date of the meeting. The quorum for the annual meeting shall be twenty (20%) percent of the eligible voting members in good standing. Non-voting members do not count towards the determination of a quorum.

SECTION 2. Special Club Meetings.
Special club meetings may be called by the President or by a majority vote of the members of the Board of Directors who are present at any meeting of the Board of Directors; and may also be called by the Secretary upon receipt of a petition signed by twenty (20%) percent of the voting members of the club who are in good standing. Such special meetings shall be held in person or by methods in accordance with Law – such as electronic, virtual, teleconference or methods as may be developed, as designated by the person or persons authorized herein to call such meetings. Written notice of such a meeting shall be sent by the Secretary at least ten (10) days and no more than sixty (60) days prior to the date of the meeting. The notice shall state the purpose of the special meeting and no other club business may be transacted thereat. The quorum for such a meeting shall be twenty (20%) percent of the eligible voting members in good standing. Non-voting members do not count towards the determination of a quorum.

ARTICLE III
Board Meetings

SECTION 1. Board Meetings.
Meetings of the Board of Directors shall be held every other month in person, via telephone conference call or via video conference at such hour and place as may be designated by the Board of Directors. Written notice of each such meeting shall be mailed or emailed by the Secretary at least five (5) days prior to the date of the meeting. The quorum for such a meeting shall be a majority of the Board of Directors. The unexplained and unexcused absence of a Director from three (3) consecutive regular meetings of the Board of Directors shall operate as the accepted resignation of that Director from the Board of Directors. The Board of Directors, by majority vote shall determine whether a Director’s absence is excused or unexcused.

The first meeting of the Board of Directors shall be held immediately following the election and subsequent meetings shall be held as determined by the Board of Directors. It is recommended that Directors-elect observe meetings of the Board of Directors immediately following the election until they take office in January. Meetings of the Board of Directors shall be held in person or by methods [in accordance with Law – such as electronic, virtual, teleconference or methods as may be developed] as designated by the Board of Directors. Written notice of each meeting shall be sent via email by the Secretary at least five (5) days prior to the date of the meeting. The quorum for such a meeting shall be a majority of the Board of Directors.

Any one or more members of the Board of Directors or of any committee thereof who is not physically present at a meeting of the Board of Directors or a committee may participate by means of a conference telephone or similar communications equipment or by electronic video screen communication. Participation by such means shall constitute presence in person at a meeting as long as all persons participating in the meeting can hear each other at the same time and each Director can participate in all matters before the Board of Directors, including, without limitation, the ability to propose, object to, and vote upon a specific action to be taken by the Board of Directors or committee.

SECTION 2. Special Board Meetings.
Special meetings of the Board of Directors may be called by the President and shall be called by the Secretary upon receipt of a written request signed by at least three members of the Board of Directors. Such special meetings shall be held at such place, date, and hour as may be designated by the person authorized herein to call such meetings. Written notice of such meeting shall be via email by the Secretary at least five (5) days and not more than fifteen (15) 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 of Directors.

ARTICLE IV
Directors, Officers and Club Credentials

SECTION 1. Board of Directors.
The Board of Directors shall be composed of four (4) officers and three (3) general board members, all of whom shall be members in good standing and all of whom shall be elected for a two (2) year term via electronic vote/ballot conducted during the month of September every second year. The Board of Directors shall continue to serve until their successors take office January 1st following the election.

General management of the Club’s affairs shall be entrusted to the Board of Directors. The Board of Directors shall have the general management of the business and affairs of the Club and generally perform all duties appertaining to their position as directors and/or officer of the Club, provided however, that all the powers conferred by this Article shall be exercised subject to all other provisions of these Bylaws and in accordance with the statutes of the State and all amendments thereof and additions thereto.

The Board of Directors, as the governing body of the Club, must hold the best interest of the Club over any person or organization that is in conflict with its objectives. No Director/Officer of the Club is eligible to become or remain a Director or an Officer if he or she has a significant interest, personally or in an organization deemed to be in conflict with the objectives of the Club. A significant interest which creates a real or perceived conflict includes but will not be limited to, ownership in, holding the office of an officer and/or director or employment by an organization deemed to be in conflict with the objectives of the Club, as determined by a majority vote of the Board of Directors. If a Director is alleged not to be in compliance with the provisions of this Section, then at the request of any Director, the question of such Director’s compliance with the provisions of this Section shall be included as an item on the agenda of the next regular Board of Directors meeting or at a special meeting of the Board of Directors called for such purpose. The Secretary shall notify the Director who is alleged not to be in compliance with the provisions of this Section that this item is included on the agenda of the next regular Board of Directors meeting or at a special meeting of the Board of Directors called for such purpose, at which time he or she will be given the opportunity to clarify the alleged conflict. Notification from the Secretary shall include copies of all support presented for the allegations. After the hearing, if the Board of Directors determines that a conflict exists and the Director refuses to resign, a majority vote of the Board of Directors will remove the Director from his or her position as a Director effective immediately. The position would be filled according to Article IV, Section 3 of these Bylaws.

SECTION 2. Officers.
The Club’s officers, consisting of the President, 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 of Directors and shall have the duties and powers normally appurtenant to the office of President in addition to those particularly specified in these Bylaws.

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

c) The Secretary shall keep a record of all meetings of the Club and of the Board of Directors and of all matters of which a record shall be ordered by the Club; have charge of the correspondence, notify members of meetings, notify new members of their election to membership, notify Officers and Directors of their election to office, keep a roster of the members of the Club with The AKC Member’s List requirements and carry out such other duties as are prescribed in these Bylaws.

Once every Club year, any member in good standing, upon written request to the Secretary, may obtain a list of all current Club members with their email addresses and state of residence only. The Secretary shall mail the Member List via USPS, certified mail, return receipt requested to the physical address on file of the requesting member.

d) The Treasurer shall collect and receive all monies due or belonging to the Club. Monies shall be deposited in a bank designated by the Board of Directors, in the name of the Club. The books shall at all times be open to inspection by the Board of Directors and a report shall be given at every meeting on the condition of the Club’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. The Treasurer shall be bonded in such amount as the Board of Directors shall determine.

SECTION 3. American Kennel Club Delegate
The American Kennel Club Delegate shall be appointed by the Board of Directors and can be any Director or voting member of the Club in good standing. The term shall be for five (5) years with an unlimited number of terms permitted. The appointment of the Delegate will be held during the month of September for the following five (5) year term. The Board of Directors must apply to the Office of the AKC Executive Secretary for approval of the Delegate.

SECTION 4. Vacancies.
Any vacancies occurring on the Board of Directors or among the offices during the two (2) year term shall be filled until the next election by a majority vote of the members of the Board of Directors at its first regular meeting following the creation of such 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. Only voting members in good standing will be eligible to fill a vacancy. Any vacancy in the position of AKC Delegate during his/her term shall be filled for the balance of the two (2) year term by a majority vote of the members of the Board of Directors at its first regular meeting following the creation of such vacancy or at a special meeting called for such purpose. The Board of Directors must apply to the Office of the AKC Executive Secretary for approval of the successor Delegate.

SECTION 5. Club Credentials.
Use of the Club’s stationery, past or present, or logos and/or insignia of the Club by any persons other than current Officers and/or Directors, or anyone specifically authorized by such Officers and/or Directors is prohibited. Use of such stationery, logos and/or insignia for any purpose other than the official business of the Club is also prohibited.

SECTION 6. Indemnification.
a) Each person who shall serve as a SWCA Director and/or Officer shall be indemnified by the SWCA against all claims, judgments, costs and expenses, including reasonable attorney’s fees and costs, including appeal, incurred by, or imposed upon, such Director and/or Officer in connection with or resulting from any action, suit, or proceeding to which the Director and/or Officer is, or may be made, a party by reason of such Director and/or Officer being or having been a Director and/or Officer of the SWCA.

b) Such indemnification shall include settlements made in amounts approved by the Board of Directors at the time such settlement is effective whether or not such person is a Director and/or Officer at the time such costs are incurred by or imposed upon such Director and/or Officer. Notwithstanding the forgoing, however, the indemnification shall not apply where the Director and/or Officer shall be finally adjudged to be liabl