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1. NAME
The name of the Club shall be Old English Sheepdog & Owners' Club, Canada.
The area of operation shall be all of Canada.
2. OBJECTS
2.1 The objects of the Club shall be:
- to encourage and promote quality in the breeding of pure-bred Old English Sheepdogs and to do all possible to bring their natural qualities to perfection;
- to urge members and breeders to accept the standard of the breed as approved by The Canadian Kennel Club as the premier standard of excellence;
to do all in its power to protect and advance the interest of the breed and to encourage sportsmanlike competition at conformation shows, obedience trials, agility trials and other competitions;
to encourage all breeders to be members of the Club and to abide by the Code of Ethics:
to help familiarize the public and companion dog owners with the breed, and with the responsibilities involved in owning an Old English Sheepdog; and to provide materials for judges' education;
to conduct approved events and if possible sanctioned events under the rules of The Canadian Kennel Club and to abide by the principles of The Canadian Kennel Club Code of Ethics;
The Club shall be operated on a non-profit basis. No part of any profits, residue from dues, or donations to the Club shall be used to the benefit of any member of the Club.
The members of the Club shall adopt by-laws and may from time to time revise such by-laws as may be required to carry out these objects.
3. MEMBERSHIP
3.1 Membership Year
Membership in the Club shall be based on the calendar year.
3.2 Eligibility
Membership shall be open to all persons eighteen years of age and older who are members in good standing with the Canadian Kennel Club or who are eligible for membership and who subscribe to the purposes of this Club and those of The Canadian Kennel Club;
junior members 10 - 18 years of age shall be included in a family membership.
3.3 Types of Membership
There shall be 4 types of memberships:
Single resident shall be open to residents of Canada over eighteen (18) years of age;
Family resident shall be open to residents of Canada and their children between ten (10) and eighteen (18) years of age;
Single non-resident shall be open to residents of another country over eighteen (18) years of age;
Family non-resident shall be open to residents of another country and their children between the ages of ten (10) and eighteen (18) years of age.
3.4 Dues
Annual membership dues will be recommended by the Board but shall be voted on by the membership. Dues shall be payable by the first day of each year. By November 15, the Secretary shall send by Canada Post a membership renewal form to all all members.
3.5 Application for Membership
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 this constitution and by-laws and those of The Canadian Kennel Club. The application shall state the name and address of the applicant and it shall carry the endorsement of one (1) member. Accompanying the application which shall be sent to the Secretary, the prospective member shall submit payment of dues for the current year.
3.6 Approval of Membership
Applicants will be approved by the Board. Affirmative votes of 2/3 of the Board members shall be required to elect an applicant.
3.7 Rejection of Membership
Any applicant who has been rejected must be provided with a written reason for such rejection.
3.8 Termination of Membership
Memberships may be terminated as follows:
Resignation: Any member in good standing may resign from the Club upon providing written notice to the Secretary, but no member may resign when in debt to the Club;
Lapsing: A membership will be considered as lapsed and automatically terminated if such member's dues remain unpaid thirty (30) days after the first day of the fiscal year.
Expulsion: A membership may be terminated by expulsion as provided in Article 10 of these by-laws.
3.9 Return of Club property
Any person ceasing to be a member of the Club for any reason whatsoever and who has temporary possession of Club property shall return said property to the Club Secretary on severance from the Club.
3.10 Voting Privileges
An individual upon being accepted into the Club will have full voting privileges. Unpaid membership dues shall constitute denial of voting privileges. Only members over the age of eighteen (18) years of age are entitled to vote.
4 GENERAL MEETINGS
4.1 The Annual General meeting of the Club shall be held at the pleasure of the Board in the fall of each year 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 meeting. The quorum for the annual meeting shall be 20% of the total current membership, all of whom must be in good standing with the Club.
4.2 Special General Club Meetings
The Board may call a special general meeting of the Club at any time by providing such notice to the membership.
The Board is obligated to call a special general meeting, upon the Secretary's receiving formal request. Such request must be signed (written signatures and printed names) by at least 25% of the members in good standing.
Such meeting shall be held at such place, date, and hour not later than sixty (60) days after the receipt of the request. Written notice of such meeting shall be mailed by the Secretary at least thirty (30) days and not more than forty-five (45) days prior to the meeting. The notice of meeting shall state the purpose of the meeting and no other Club business may be transacted. The quorum for such a meeting shall be at least twenty (20) percent of the members in good standing.
4.3 Board Meetings
The first meeting of the Board shall be held as soon as possible after January 1 with a delay of no more than forty-five (45) days. Other meetings of the Board of Directors shall be held at such times and places as are agreed to by a majority vote of the Board, Written notice of such meetings shall be mailed by the Secretary to each member of the Board at least thirty (30) days prior to the date of the meeting.
The quorum for a Board meeting will be a majority of the Board voting in person or by mail.
The Board of Directors may conduct its business by mail or electronic means. If business is to be conducted in one of these fashions, all correspondence sent by the Secretary must be identical. Such meetings shall be conducted by the Secretary.
5 BOARD OF DIRECTORS
5.1 The Board of Directors shall be comprised of the Officers (President, Vice-President, Past President, Secretary and Treasurer or combined Secretary-Treasurer) who are residents of Canada in good standing plus a minimum of four (4) Directors representing a minimum of four (4) of the six (6) regions across Canada. All Board members must be regular members in good standing with the Club and The Canadian Kennel Club. No more than three (3) Directors may be elected from any one region and Directors must reside in the region they represent. They shall be elected for a term of two (2) years and may be re-elected for another term and shall serve until their successors are elected. General management of the Club's affairs shall be entrusted to the Board of Directors.
5.2 Officers
The officers of the Club shall be the President, Vice-President, Past President, Secretary, Treasurer or combined Secretary/Treasurer. All must be residents of Canada and regular members in good standing of The Canadian Kennel Club.
The President shall preside at all Club and Board meetings and shall have the power to appoint special committees as needed, subject to the approval of the Board of Directors, and shall submit an annual report to the membership on the Club's condition and activities at the Annual General meeting.
The Vice-President shall assume the duties and exercise the responsibilities of the President upon the direction of the President or in such case as the President is unable to carry out the duties and responsibilities of the President. He shall perform other such duties as may be assigned by the President or' the Board of Directors.
The Past President shall act in an advisory capacity to ensure continuity. The Past President shall have all the rights and privileges of any other Board member.
The Secretary shall keep a record of all Board and General meetings of the Club and of all votes taken in the order of business. The Secretary shall receive and send correspondence on behalf of the Club to notify members of meetings, notify new members of their election to membership, notify officers and Directors of their election to office, keep a roll of the current members of the Club complete with addresses and telephone, fax, and e-mail numbers. The Secretary shall send membership cards to paid-up members. The Secretary shall be the liaison with clubs or show secretaries for the national specialty and regional boosters.
The Treasurer shall collect and receive all revenues of the Club and shall deposit same in the Club bank account as approved by the Board in the name of the Club. The Treasurer shall pay the bills of the Club as authorized by the Board of Directors. The Treasurer shall keep the books of the Club as authorized by the Board and such books shall be open to inspection by the Board or Club member at anytime. A financial report shall be provided at every meeting of the Board and every annual general meeting of the Club. The financial records of the Club shall be the property of the Club. The signing officers shall be the Treasurer and the President.
5.3 Vacancies
Should a vacancy occur on the Board, the Board may appoint a member of the Club to fill the vacancy. Should a vacancy occur in the office of President, such vacancy shall be filled automatically by the Vice-President and the resulting vacancy in the office of Vice-President shall be filled by a majority vote of the Board at a meeting or by electronic means.
5.4 Terms of Office
The elected Officers and Directors shall take office on January 1 of the year following the election. Each of the former Board members shall turn over to his successor in office all properties and records relating to that office no later than January 15 of the new term.
6 CLUB YEAR
The Club's fiscal year shall begin on the first (1) day of January and end on the thirty-first (31) day of December. The Club's operational year shall be the same.
7 VOTING
At the Annual General meeting or at a Special General meeting of the Club, voting shall be limited to those members in good standing who are present at the meeting, except for the election of Officers and Directors and amendments to the constitution and by-laws and standard for the breed which shall be decided by written mail-in ballot. Voting by proxy shall not be permitted. The Board of Directors may decide to submit other specific questions for decision of the members by written mail-in ballot. All members over the age of eighteen (18) years of age are eligible to vote.
8 ELECTIONS
8.1 Ballots
The election of officers and directors shall be conducted by secret mail-in ballot. Ballots to be valid must be received by the Secretary (or an independent individual or firm designated by the Board ) whose responsibility it shall be to count the ballots by December 15. Ballots also may be counted by three (3) inspectors of election who are members in good standing. Neither members of the current Board nor candidates on the ballot may be chosen. These people will be chosen in advance by the Board. The person receiving the largest number of votes for each position shall be declared elected. If any nominee is unable for any reason to serve, such nominee shall not be elected and the vacancy so created shall be filled by the new Board of Directors in the manner provided by section 5.3
Officers: The Officers of the Club shall be elected by the eligible voting members of the Club.
Directors: The Directors of the Club shall reside in the region which they are representing and shall be elected by the members residing in that region.
2. Nominations
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No person may be a candidate in a Club election who has not been nominated in accordance with these by-laws. A Nominating Committee shall be chosen by the Board of Directors by August 15. The Committee shall consist of three members from different areas of Canada, and two alternates, all members in good standing, no more than one of whom may be a member of the current Board of Directors. The Board shall name a Chairman for the Committee. The Nominating Committee may conduct its business by mail, e-mail or fax but all correspondence sent by the Chairperson must be identical.
The Nominating Committee shall nominate from among the eligible members of the Club, one candidate for each office and for each other position on the Board of Directors and shall procure in writing the acceptance of each nominee so chosen. Candidates shall not be nominated for more than one office or position except Secretary/Treasurer. 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 name of the province and region in which he resides to each member of the Club no later than September 30 so that additional nominations may be made by the members if they so desire.
Additional nominations of eligible members may be made by written petition addressed to the Secretary and received at the Secretary's regular address on or before October 30, signed (printed name and signature) by three (3) members for a Director or five (5) members for an Officer and accompanied by the written acceptance of each such additional nominee signifying willingness to be a candidate.
If no valid additional nominations are received by the Secretary on or before October 30, the Nominating Committee's slate shall be declared elected and no balloting will be required.
If one or more valid additional nominations are received by the Secretary on or before October 30, the Secretary (or an independent individual or firm designated by the Board) shall, on or before November 15, mail to each member in good standing a ballot listing all of the nominees for each position in alphabetical order, with the names of the province or region in which they reside, together with a blank envelope addressed to the Secretary (or an independent individual or firm designated by the Board ) marked "Ballot" and bearing the name of the member to whom it was sent. So that the ballots may remain secret, each voter, after making his ballot, shall seal it in the blank envelope which in turn shall be placed in the second envelope addressed to the Secretary (or an independent individual or firm designated by the Board). These ballots must be received on or before December 13. The inspectors of election (or an independent individual or firm designated by the Board) shall check the returns against the list of members whose dues are paid for the current year prior to opening the outer envelopes and removing the blank envelope, and shall certify the eligibility of the voters as well as the results of the voting which shall be announced at the Annual General Meeting as well as by written notification to all members.
Nominations cannot be made at the Annual Meeting or in any manner other than as provided above.
9 COMMITTEES
9.1 Standing Committees
The Board may each year appoint standing committees to advance the work of the Club in such matters as conformation shows, field, trials, obedience trials, agility, trophies, annual prizes, membership, and other areas which may well be served by committees. Such committees shall always be subject to the final authority of the Board. Ad hoc committees may from time to time be appointed by the Board to aid the Board with specific projects.
9.2 Committee Appointments
Any committee appointment may be terminated by a majority vote of the Board upon written notice being sent to the appointee, and the Board may appoint a successor to the person whose services have been terminated.
On completion of a committee's mandate, the Committee shall be dissolved by the Board.
10 DISCIPLINE
10.1 Any member who is suspended by, debarred by, expelled from, or deprived of privileges of The Canadian Kennel Club automatically shall be suspended from the privileges of this Club for a like period.
10.2 Complaints
The Board may initiate charges on its own authorization.
Any member may lay a complaint against a member for alleged misconduct prejudicial to the best interests of the Club or the breed. Written complaints containing details of the alleged misconduct must be filed in duplicate with the Secretary together with a deposit of $50.00 which shall be refunded if the defendant is found guilty at a hearing of the Board or of a committee duly appointed for this purpose.
The Secretary upon receiving such a complaint shall promptly send a copy of the complaint to each member of the Board or present them at a Board meeting not later than thirty (30) days after receipt of the complaint.
The Board shall first consider whether the actions alleged in the complaint, if proven, might constitute conduct prejudicial to the best interest of the Club or breed. If the Board considers that the charges do not allege conduct which would be prejudicial to the best interest of the Club or the breed, it may refuse to entertain jurisdiction.
If the Board entertains jurisdiction of the complaint it shall fix a date of hearing by the Board or committee not less than ninety (90) days thereafter. The Secretary shall promptly send one copy of the complaint to the defendant, complainant, and the members of the committee, should one have been appointed, together with a notice of the hearing and an assurance that the defendant may personally appear in his or her own defense and bring witnesses.
A minimum of four (4) members of the Board must be present or in the event that the hearing is held by a committee, at least a majority of the appointed committee shall be present. Should a complaint be laid against the Secretary, then the President shall act in accordance with these by-laws.
10.3 Hearing
The Board shall have complete authority to decide whether counsel may attend the hearing, but both complainant and defendant shall be treated uniformly. Should the complaint be sustained after hearing all 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 of the hearing. If the Board or Committee deems the punishment insufficient, it may also recommend expulsion. The Secretary shall then within thirty (30) days notify each of the parties of the decision.
10.4 Expulsion
Expulsion of a member from the Club shall be accomplished at a regular or special meeting of the Club to be held within ninety (90) days but not earlier than thirty (30) days following a Board or Committee hearing and upon the recommendation of the Board or Committee being provided as stated in Section 3 of this Article. In such case, the suspension shall not restrict the defendant's right to appear before the membership at the Club meeting though no evidence shall be taken at this meeting which considers the Board's or Committee's recommendation. The defendant, if present, will be asked to speak on his own behalf. The meeting shall then vote by secret written ballot on the proposed expulsion. A two-thirds (2/3) vote of those present and voting shall be necessary for expulsion. If expulsion is not so voted, the Board or Committee's suspension shall stand.
At the discretion of the Board, expulsion may also take place by mail-in vote consisting of a two-thirds (2/3) majority of all eligible voting members in favour of expulsion. Proxy voting is not permitted.
10.5 Code of Ethics
The Code of Ethics of the Club shall serve as a guide for proper conduct relative to the best interest of the breed and Club.
11 AMENDMENTS
11.1 Amendments to the constitution, the by-laws and breed standard may be proposed by the Board of Directors or by written petition signed by thirty (30) resident members or 20% of the resident membership in good-standing, whichever is less and addressed to the Secretary. Amendments proposed by such petition shall promptly be considered by the Board of Directors and must subsequently be presented to the membership with the recommendations of the Board within sixty (60) days of the date when the petition was received.
11.2 Amendment by Vote
The constitution, by-laws, and breed standard may be amended at any time by mail-in ballot. Proxies are not permitted. Members in good standing shall be provided in writing with both the complete wording of the proposed amendment and a statement by the Board of Directors indicating the meaning of the proposed changes and their recommendations. Members will receive this information by mail via Canada Post. This shall be accompanied by a ballot on which he may indicate the choice for or against the action to be taken. Dual envelope procedures shall be followed in handling such ballots to assure secrecy of the vote. A date shall be specified, not less than thirty (30) days after the date of mailing, by which ballots must be returned to the Secretary. For constitution and by-law amendments, a two-third (2/3) majority vote of all eligible voting members is required. In the case of the breed standard, a two-thirds (2/3) majority vote of those eligible voting members who have voted is required to affect an amendment. All members shall be notified of the results within ninety (90) days.
11.3 Canadian Kennel Club Approval
No amendment to the constitution, by-laws, or breed standard shall become effective until it has been approved by The Canadian Kennel Club.
12 DISSOLUTION
The Club may be dissolved at any time with the written documented consent of not less than two-thirds (2/3) of the members; proxies are not permitted. In the event of the dissolution of the Club, other than for the purpose 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. After payment of the debts of the Club, its property shall be sold, trophies given to CKC archives, and the cash assets shall be given to an organization for the benefit of dogs. Such organization shall be selected by the Board of Directors.
13 ORDER OF BUSINESS
13.1 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 last meeting
Report of President
Report of Secretary
Report of Treasurer
Reports of Committees
Election of Officers and Board (at Annual Meeting)
Election of new members
Unfinished business
New business
Adjournment
13.2 At meeting of the Board, 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 Secretary
Report of Treasurer
Reports of Committees
Unfinished business
Election of new members
New business
Adjournment
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Revised Date May, 15 2002
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