ArkLaTex GOLDEN RETRIEVER CLUB BYLAWS  ARTICLE I NAME AND OBJECTIVES  SECTION 1.   The name of the club shall be the ArkLaTex Golden Retriever Club, hereinafter referred to as the Club.    SECTION 2.               Club Objectives  A.                       To do all that is possible to promote the natural abilities and qualities of the Golden Retriever as described in the standard approved by GRCA and AKC.  B.                       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 the Golden Retriever shall be judged.  C.                       To do all in its power to protect and advance the interests of the breed by encouraging the adherence to the American Kennel Club Sportsman’s Code of Ethics.  D.                       To achieve our goal to conduct sanctioned matches and to become licensed for Specialty Shows, Companion and Performance Events under the rules and regulations of the American Kennel Club.  E.                        To educate the Public about the Golden Retriever and responsible ownership of the Golden Retriever.   F.                        To provide continuing education opportunities related to golden retrievers and / or the sport of dog competitions for our membership.   SECTION 3.   The Club shall not be conducted or operated for profit and no part of any profit or remainder or residue from dues or donations to the Club shall inure to the benefit of any member or individual.    SECTION 4.              Adoption of Bylaws  The members of the Club shall adopt and may from time to time revise such Bylaws as may be required to carry out these objectives.    ARTICLE II MEMBERSHIPS   SECTION 1.   ELIGIBILITY: There shall be three types of memberships: individual memberships, family memberships and junior memberships.  SECTION 2    ELECTION TO MEMBERSHIP:     INDIVIDUAL: Each applicant for membership shall apply on a form approved by the Board of Directors (hereinafter sometimes referred to as the “Board”) which shall provide that the applicant agrees to abide by these Bylaws and the rules of the American Kennel Club and the GRCA code of ethics. The application shall be submitted to the Treasurer together with the current year’s dues. The Treasurer shall submit the application to the Board for approval. If no objection to the applicant is raised by a Director within seven days (1 week) after the applicant’s name is submitted to the Board, the applicant shall be presented to the membership for approval. If an applicant is objected to by a Director, the President shall instruct the Secretary to prepare a written ballot with the applicant’s name for a formal vote by the Board. An affirmative vote by a majority of the entire Board shall be required to allow an applicant to be presented to the membership for approval. An application which has not been approved by the Board will be returned to the applicant.  The applicant may not within six months from such return of application. If a membership meeting is not scheduled within 30 days, the membership may be polled via email or US postal services.   An affirmative vote of the  majority of the membership voting will be required for the applicant to become a member.   FAMILY: A family membership may consist of all immediate family members living in the same household however the family membership shall be limited to two adult (18 years of age and older) members in a family, having voting privileges.  Junior (17 years of age and younger) members of the same family, residing in the same household, shall enjoy all the rights and privileges of the Club except the right to vote and hold office. The two voting adult members shall be identified by name on the membership application form and the procedures for election to membership shall be the same as provided in Section 2, subdivision A of this Article. If additional adult members reside in the household, the family may re-designate the voting members of the household by notifying the Corresponding Secretary in writing at any point throughout the year.   JUNIOR MEMBERSHIP:   Shall be available to persons between the ages of 9 and 17 (in accordance with the age requirements for AKC Junior Showmanship) to those individuals who are not part of an existing Family Membership.  Junior membership will include all rights and privileges of regular membership except those of voting and holding office. While membership is to be unrestricted as to residence, the Club’s primary purpose is to be representative of the breeders, exhibitors and Golden Retriever fanciers in its immediate area which is the North East portion of Texas to the East of Dallas and includes the entire States of Louisiana and Arkansas.    SECTION 3.               DUES: Ninety (90) days prior to the end of the Club’s fiscal year (December 31), the Board shall fix the amount of the annual dues for the following calendar year. The amount shall not exceed $20.00 for individual memberships, or $25.00 for family memberships. Membership dues shall be payable on or before the first day of February of each year. No member may vote whose dues are not paid for the current year.  Any increases are to be approved by the membership at least 90 days prior to being in effect.  Notice for payment of annual dues will be published on the ArkLaTex GRC Yahoo Group and will also be published in either the November or December newsletter.    SECTION 4.               Requirement of Membership  It is required that all members are subscribed to the ArkLaTex Yahoo Group and maintain that subscription during the course of their membership. Exceptions can be made by the board for those do not have internet or computer access from either work or home.    SECTION 5.               Members in Good Standing                        A member in good standing is defined as one whose dues and other club financial obligations are paid for the current fiscal year and one who is not suspended from the privileges of the Club, GRCA or the American Kennel Club.    SECTION 6.   TERMINATION OF MEMBERSHIP: Memberships may be terminated as follows:  A.     BY RESIGNATION: Any member in good standing may resign from the Club upon written notice to the Secretary; however any debt by a member to the Club is not forgiven as a result of the resignation.  B.     BY LAPSING: A membership shall be considered as lapsed and automatically terminated if such member’s dues remain unpaid 90 days after the first day of January; however, the Board may grant an additional 30 days of grace to such delinquent members in meritorious cases. In no case may a person or member vote at any Club meeting or any Club election whose dues are unpaid as of the date of that meeting or election.  C.     BY EXPULSION: A membership may be terminated by expulsion as provided in Article VIII, Section 5 of these Bylaws.     SECTION 7.   No individual member may incur indebtedness on the part of the ArkLaTex Golden Retriever Club.    Article III OFFICERS AND DIRECTORS     SECTION 1.   BOARD OF DIRECTORS:   The Board shall be compromised of the President, Vice President, Recording Secretary, Corresponding Secretary, Treasurer, and two (2) other persons (At Large Board members), all of whom shall be members in good standing and all of whom shall be elected for one year terms at the Club’s annual meeting as provided in Article V and shall serve until their successors are elected.  General management of the Club’s affairs shall be entrusted to the Board.   SECTION 2.   OFFICERS: The Club’s officers, consisting of the President, Vice President, Recording Secretary, Corresponding Secretary and Treasurer and two other persons, shall serve in their respective capacities both with regard to the Club and its meetings and the Board and its meetings.  All Officers must be members of the Club in good standing.  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 these 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 absence or incapacity, and shall serve as coordinator of all programs for the meetings.            C.     The Recording Secretary shall keep a record of all meetings of the Club and of the Board and all matters of which a record shall be ordered by the Club and carry out such other duties as are prescribed in these Bylaws.  D.    The Corresponding Secretary shall have charge of the correspondence, notify members of meetings, notify new members of their election to membership, notify officers and directors of their election to office, and keep a current club membership roster with addresses, and carry out such other duties as are prescribed in these Bylaws.  They shall also be the moderator of the ArkLaTexGRCBoard Yahoo Group of which only current Board members are to be subscribed at any time.  E.     The Treasurer shall collect and receive all monies due or belonging to the Club. He shall deposit the same in a bank approved by the Board, in the name of the Club. The books shall at all times be open to inspection by the Board and he shall report to them at every meeting the condition of the Club’s finances and every item of receipt or payment not before reported; and at the Annual Meeting he shall render an account of all monies received and expended during the previous fiscal year. Within 60 days of the end of the fiscal year, he shall insure that all accounts of the Club are audited at the Club’s expense by a Certified Public Accountant who shall be retained by the Board. The auditor’s report may serve as the Treasurer’s annual report to the membership and the Board. It shall be published in the November/December issue of the Club Newsletter and the Treasurer may have copies available at the Annual Meeting. He shall keep a roll of the members of the Club with their addresses and shall be responsible for notifying new members of their election to membership. The Treasurer shall be bonded in such amount as the Board shall determine.  F.      At Large Board Members. There will be two (2) At Large Board Members to round out the Board to consist of seven members. The At Large Board Members will not have any specific Board duties, however are expected to participate in all Board meetings, discussions and vote on any Board business.   SECTION 3.   VACANCIES: Any vacancy occurring on the Board during the year shall be filled by a majority vote of all the then members of the Board until the next Annual Election wherein a Club member can be nominated for such position in accordance with these Bylaws; except that a vacancy in the office of President shall be filled automatically by the Vice President in for the remainder of the unexpired term and the resulting vacancy in the office of Vice President shall be filled by the Board.   SECTION 4.               Eligibility for Board of Directors No more than one person from a Family membership may be nominated to or serve at any one time on the Board of Directors.  An exception to this rule may be approved by the membership for the first 4 years of the clubs existence while membership is below 25 families.   SECTION 5.               BUSINESS PROCEDURE: Any action that may be legally taken by the Board at a duly called and held meeting may just as effectively be taken by the Board by electronic mail.  Board members are required to subscribe to the ArkLaTexGRCBoard Yahoo Group.  Members of the Club shall be duly informed of all business transacted by the Board. Should the ArkLaTexGRC or the ArkLaTexGRCBoard Yahoo groups no longer be readily available, or if they no longer become a free service, the Board may substitute a similar means of email communication that ensures that all members have access to the email communications.   ARTICLE IV MEETINGS     SECTION 1. Club Meetings Meetings of the Club shall be held within greater East Texas, Louisiana or Arkansas at such day, hour and place as may be designated by the Board of Directors.  Notice of each meeting shall be given in the Club Newsletter and/or sent through the ArkLaTex GRC Yahoo Group.    Notice of each meeting shall be given in the Newsletter or ArkLaTex Yahoo Group at least ten (10) days prior to the date of the meeting.  Meetings may be held electronically and will be determined by the Board.  The quorum for such meetings shall be twenty percent (20%) of the members in good standing.   SECTION 2                SPECIAL CLUB MEETINGS: Special Club meetings may be called by the President, or by a majority vote of the members of the Board upon receipt of a petition signed by five (5) members of the Club who are in good standing.  Such special meetings shall be held within greater East Texas, Louisiana or Arkansas at such place, date and hour as maybe designated by the personal authorized herein to call such a meeting.   Notice of such a meeting shall be sent through the ArkLaTex GRC Yahoo Group at least five (5) 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 meetings shall be twenty percent (20%) of the members in good standing.   SECTION 3                BOARD MEETINGS: Meetings of the Board of Directors shall be held within greater East Texas, Louisiana or Arkansas at such hour and place as may be designated by the Board.  Notice of such meetings shall be sent through ArkLaTex GRC Yahoo Group 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.  Board meetings are open to membership unless in executive session.  An emergency board meeting may be held at an AKC dog show that is not within our boundaries in the event all board members were already planning on attending that show.   SECTION 4.               SPECIAL BOARD MEETINGS Special meetings of the Board may be called by the President, or may be called by the Corresponding Secretary upon receipt of a written request signed by at least two (2) members of the Board.  Such special meetings shall be held within the greater East Texas, Louisiana, Arkansas area at such place, date and hour as may be designated by the persona authorized herein to call such a meetings.   Notice of such meetings shall be sent through the ArkLaTex GRC Yahoo Group at least five (5) 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.  A quorum for such a meeting shall be a majority of the Board.   SECTION 5.               BOARD BUSINESS The Board may conduct its business by electronic mail through the Recording Secretary.    ARTICLE V  THE CLUB YEAR  SECTION 1.               FISCAL YEAR The Club’s official year and fiscal year shall be one and the same, and shall be from January 1 through December 31 of any year.   SECTION 2.               ANNUAL MEETING The annual meeting shall be held in the month of December or January, but not in successive months.  If the annual meeting is held in December, the next annual meeting may not be held until the January after twelve (12) months have passed from the last annual meeting.  If the annual meeting is held in January, the next annual meeting will be the following December.  At this meeting, the officers and directors for the upcoming year shall be elected by secret written ballot or by acclimation if the slate is unopposed from among those nominated in accordance with Section 3 of this Article.  They shall take office immediately upon the conclusion of the election and each retiring officer shall turn over to his/her successor in office all properties and records relating to that office immediately following adjournment of the annual meeting or by U.S. mail if past officer is not present.      ARTICLE VI NOMINATIONS, ELECTIONS AND VOTING  SECTION  1.              NOMINATION: Nominating Committee. A Nominating Committee shall be appointed by the Board by September 1 of each year, all of whom shall be members in good standing of the Club. No more than one member of the Committee shall be a member of the current Board of Directors, and said member shall not be in contention for election to the Board of Directors in the next year's election. The Committee shall elect a chairman for the Committee. The Nominating Committee may conduct its business by electronic mail. The Nominating committee will be required to submit at least one name per office, but it is recommended that they try for two names.  Candidates.  No person may be a candidate in the Club election who is not eligible under these Bylaws, or who has not been nominated.  All officers and directions are elected for a one year term.  After first obtaining consent from the nominees, the Nominating Committee shall publish the list of candidates to the ArkLaTex Yahoo Group by November 1 of each year.  .    ADDITIONAL NOMINATIONS: Additional nominations may be made after November 1 but prior to the annual meeting by any member in attendance provided that the person so nominated does not decline when his/her name is proposed, and provided further that if the proposed candidate is not in attendance at the annual meeting, his nominator shall present to the Club a written statement from the proposed candidate signifying his/her willingness to be a candidate.  No person shall be a candidate for more than one position, and the additional nominations which are provided for herein may be made only from among those members who have not accepted a nomination of the Nominating Committee. Nominations cannot be made at the Annual Meeting or in any manner other than as provided herein.  If no valid additional nominations are received by the Club, the Board of Directors shall direct the Club to cast a ballot for the slate of nominees presented by the Nominating Committee, and further, the balloting procedures provided for in these Bylaws shall not be required for elections and the Nominating Committee’s slate shall be declared elected at the time of the Annual Meeting.      SECTION 2.               VOTING: Annual Vote. At the Annual Meeting, voting shall be limited to those members in good standing who are present at the meeting.  Voting by proxy shall be permitted for those members not able to attend the Annual Meeting who submit their votes 14 days prior to the annual meeting to the Corresponding Secretary.   IN THE EVENT OF A TIE VOTE: If there is a tie vote, the present Board will cast a runoff vote and the candidate receiving the greatest number of votes shall be declared elected and shall take office immediately.   SECTION 3.         VACANCIES: If any nominee, at the time of the Annual Election, is unable to serve for any reason, such nominee shall not be elected, and any vacancy which might be so created shall be filled by the new Board of Directors in the manner provided by Article III, Section 3.   ARTICLE VII COMMITTEES    SECTION 1.               APPOINTMENT OF COMMITTEES: The Board of Directors may each year appoint standing committees to advance the work of the Club in such matters as specialty shows, field trials, obedience trials, tracking tests, trophies, annual prizes, membership and other areas it may deem necessary to the functioning of the Club. Special committees may also be appointed by the Board to assist it on particular projects. All committees, except the Nominating Committee, shall be subject to the final authority of the Board.    SECTION 2.              TERMINATION OF A COMMITTEE APPOINTMENT: Any committee appointment may be terminated by a majority vote of the full membership of the Board.  Upon written notice to the appointee the Board may appoint successors to those persons who service has been terminated.   ARTICLE VIII DISCIPLINE    SECTION 1.               AMERICAN KENNEL CLUB SUSPENSION: Any member who is suspended from the privileges of the American Kennel Club shall be automatically suspended from the privileges of this Club for a like period.   SECTION 2.               ZERO TOLERANCE The ArkLaTex GRC wants to promote an environment for producing camaraderie and support amongst its membership and will not tolerate any negative or disparaging comments or remarks made towards any of its members or their breeding program by a fellow ArkLaTex member(s). Any such action witnessed by more than one ArkLaTex member whereby the purpose of such action is clearly intended to maliciously damage or disparage the reputation of an ArkLaTex member will not be tolerated at all and will result in charges automatically being preferred against the member in question.  The process as outlined in Article VIII, Section 3 will apply with the exception of the requirement for the charges being filed in duplicate with the Corresponding Secretary and no $25 deposit will be required. This Zero Tolerance clause is crafted to promote good will and good sportsmanship between the ArkLaTex members.   SECTION 3.               CHARGES: Any member may prefer charges against another member for alleged misconduct prejudicial to the best interests of the Club or breed. Written charges detailing the alleged misconduct must be filed in duplicate with the Corresponding Secretary together with a deposit of $25.00, which shall be forfeited if such charges are not sustained by an 80% majority vote of the Board members. The Secretary shall promptly send a copy of the charges to each Board member of the Club through the ArkLaTex GRC  Board Yahoo Group and the Board shall  consider by an 80% majority vote of its members within 7 days, whether the alleged actions 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 disciplinary hearing not less than thirty days or more than ninety days thereafter by a committee formed of ArkLaTex members (not to exceed 5 members) to hear the charges. The Secretary shall send one copy of the exact charges to the accused member by certified mail, wherein he is directed to appear as cited, together with a notice stating the date, hour and place of the disciplinary hearing and an assurance that the accused may personally appear in his own defense and bring witnesses if he wishes. The location of the disciplinary hearing shall be in proximity to the place of residence of the accused, unless they have relocated out of the regional area of the Club.    SECTION 4.              DISCIPLINARY HEARING: Both the Board and the accused will have input into the selection of committee members to reside over such a disciplinary hearing.  This is to allow the accused to have a disciplinary hearing heard by a jury of their peers. The committee will elect a chairperson who will facilitate the proceedings.  The disciplinary hearing proceedings will be tape recorded, so that the committee may refer back to Q& A and review testimonies given.  Any decision from the disciplinary hearing committee resulting in a ruling will require a unanimous vote of its members.  After deliberation, should the committee not be able to reach a unanimous decision, the matter shall be deemed null and void,  the matter is considered closed and the accused may not be charged for this specific alleged misconduct. However the accused may be charged in the future for allegedly performing a different or repeat misconduct. Should the charges be sustained after disciplinary hearing all the evidence and testimonies presented by complainant and defendant, the Committee may by a unanimous vote of its members suspend the defendant from all privileges of the Club for not more than six months from the date of the disciplinary hearing, or until the next Annual Meeting if that will occur after six months. And, if it deems that punishment insufficient, it may also recommend to the membership that the penalty be expulsion. In such case, the suspension shall not restrict the defendant’s right to appear before his fellow members at the ensuing Annual 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, in turn, shall promptly notify each of the parties of the decision and penalty, if any. The accused may appeal the committee’s ruling and decision by requesting to have the matter heard by the entire membership at the next annual meeting.  The ruling of the committee will remain in effect until such time that the membership may hear the matter at the next annual meeting.  The tape recording of the disciplinary hearing proceeding will be available for the membership to hear to aid in resolving the matter.   SECTION 5.               EXPULSION: Expulsion of a member from the Club may be accomplished only at the Annual Meeting of the Club following a disciplinary 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 in his own behalf though no evidence shall be taken at this meeting other than the taped recording proceedings of the disciplinary hearing. The President shall read the charges and the findings and recommendations of the Board or Committee, and shall invite the defendant, if present, to speak in his own behalf. The meeting shall then vote by secret ballot on the proposed expulsion. Provided a quorum is present at the meeting, a 2/3 vote of those present and voting at the Annual Meeting shall be necessary for expulsion. If expulsion is not so voted the suspension shall stand.   ARTICLE IX AMENDMENTS AND STANDING RULES   SECTION 1.               AMENDMENTS Amendments to the Bylaws may be proposed by the Board of Directors or by written petition addressed to the Corresponding Secretary and signed by twenty percent (20%) of the membership 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 and posted on the ArkLaTex GRC Yahoo Group.             SECTION 2.               VOTING ON AMENDMENTS The Bylaws may be amended by a two-thirds (2/3) vote of the members present and voting at any regular or special meeting called for the purpose, provided the proposed amendments have been included in the notice of the meeting and posted to the ArkLaTex GRC Yahoo Group at least two (2) weeks prior to the date of the meeting.   Members not able to attend may vote through electronic mail.   SECTION 3.               STANDING RULES The Club may, when it deems necessary, adopt Standing Rules which govern the continual and general operations of the Club.  Such Standing Rules shall not contradict these Bylaws.  Standing Rules may be adopted by a majority vote at any Club meeting.  They may be suspended by majority vote, or amended or rescinded by a two-thirds (2/3) vote of those voting at any Club meeting.  If a previous notice of the proposed action was posted to the ArkLaTex GRC Yahoo Group of that meeting, they may be amended or rescinded by a majority vote.     ARTICLE X DISSOLUTION    SECTION 1.              PROCEDURE: The Club may be dissolved at any time by the written consent of not less than two-thirds (2/3) of the members. In the event of dissolution of the Club, whether voluntary or involuntary or by operation of law, except for the purpose of reorganization, 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 charitable organization for the benefit of dogs selected by the Board of Directors.    ARTICLE XI ORDER OF BUSINESS    SECTION 1.              MEMBERSHIP MEETINGS: At meetings of the Club, the order of business so far as the character and nature of the meeting may permit shall be as follows: Roll Call Minutes of the last meeting Report of the President Reports of the Vice President Report of the Recording Secretary Report of the Corresponding Secretary Report of the Treasurer Reports of Committees Election of Officers and Board members (at annual meeting) Election of new members Unfinished Business New Business Adjournment    SECTION 2.              BOARD MEETINGS: At meetings of the Board of Directors, the order of business, unless otherwise directed by majority vote of those present, shall be as follows:  Reading of Minutes of Last meeting Report of the Recording Secretary Report of the Corresponding Secretary Report of the Treasurer Reports of Committees Unfinished Business New Business Adjournment   ARTICLE XII PARLIAMENTARY PROCEDURE    SECTION 1.   The current edition of Robert’s Rules of Order shall govern the Club in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the Club may adopt.   SECTION 2. To ensure that the Club follows proper parliamentary procedure, the President has the option of appointing a Parliamentary committee consisting of up to 3 Club members to assist with the facilitation of the Club meetings according to Robert’s Rules of Order.