Bylaws

Of

The Rio Grande Kennel Club

A New Mexico Non-Profit Corporation

 

ARTICLE I

NAME, OBJECTS, PURPOSE, AND STATUS

 

SECTION 1. Name. The name of the organization is The Rio Grande Kennel Club, Incorporated.

 

SECTION 2. Objects. The Objects of the Club shall be:

a. To further the advancement of all breeds of purebred dogs;

b. To do all in its power to protect and advance the interests of dog shows and obedience trials and to encourage sportsmanlike competition at such events; and

c. To conduct dogs shows, obedience trials, sanctioned matches, and any other event for which the Club is eligible under the Rules and Regulations of The American Kennel Club.

 

SECTION 3. Purpose. While membership is to be unrestricted as to residence, the Club’s primary purpose is to be representative of breeders and exhibitors in the Greater Albuquerque Area. For quorum purposes only, the Greater Albuquerque Area shall be defined as all of Bernalillo County, New Mexico, and the areas in counties contiguous to Bernalillo County encompassed by the following postal ZIP codes and such division of said ZIP codes as may hereafter exist: 87124 and 87144 (Rio Rancho), 87048 (Corrales), 87004 (Bernalillo), 87043 (Placitas), 87047 (Sandia Park), 87059 (Tijeras), 87015 (Edgewood), 87035 (Moriarty), 87042 (Peralta), 87068 (Bosque Farms), 87031 (Los Lunas & Meadow Lake), 87002 (Belen & Los Chavez), and 87023 (Jarales).

 

SECTION 4. Non-profit Status. The Club shall not be conducted or operated for profit and no part of any profits or remainder or residue from dues or donations to the Club shall inure to the benefit of any member or individual.

 

SECTION 5. The members of the Club shall adopt and may from time to time revise such bylaws as may be required to carry out the Club’s objects.

 

ARTICLE II

MEMBERSHIP

 

SECTION 1. Eligibility. Regular membership shall be open to all persons 18 years of age or older who are in good standing with the American Kennel Club and who subscribe to the objects of this Club. Junior membership shall be open to all persons 10 through 17 years of age who otherwise meet the above requirements. A Junior Member may not vote or hold office.

 a. Household Membership. Two regular members who maintain their permanent legal residence in the same household may elect, by written notice to the Secretary on a form approved by the Board of Directors, to maintain their membership in the Club in the form of a Household Membership. Dues for each such member electing to maintain their membership in the form of a Household Membership shall be seventy-five percent of the dues for regular individual membership, rounded to the next higher dollar. Members electing to maintain their membership in the form of a Household Membership shall be regarded as individual regular members in all other respects relating to membership in the Club including election to membership, voting, holding office or position, and discipline.

 b. Life Membership. The Club may, upon the recommendation of the Board of Directors and by a two-thirds vote at any regular or special meeting, notification of such impending vote having been given in the notice for said meeting, elect to Life Membership any member who has been continuously a member in good standing of the Club for at least twenty-five years and who, throughout said term of membership, has made an extraordinary contribution to the furtherance of the Club’s objects. Life members shall pay no dues, but such members shall be regarded as individual regular members in all other respects relating to membership in the Club including election to membership, voting, holding of office or position, and discipline.

 

SECTION 2. Dues. Dues shall be determined by the Board of Directors with prior notice to and two-thirds concurrence of the membership, and shall be due and payable on or before the first day of January of each year. During the month of November, the Treasurer shall mail to each member a statement of dues for the ensuing year, or said notice may be included in the notice for the regular Club meeting in December if said notice is mailed not later than the thirtieth day of November. Any member who has not paid dues for the current year shall be considered as not being in good standing with the Club and no such member may vote upon any question or vote in any election.

 

SECTION 3. Election to Membership. Each applicant for membership shall apply on a form approved by the Board of Directors, which form shall provide that the applicant agrees to abide by the rules and regulations of the American Kennel Club, the Articles of Incorporation of The Rio Grande Kennel Club, and these Bylaws. The application shall state the name, address, and occupation of the applicant and, in the case of new applicants, applicants whose membership has been terminated by resignation or lapsing for more than twenty-four months, and applicants who have been expelled from the Club, shall carry the endorsement of at least two members in good standing who are not of the same household as the applicant. Accompanying the application, the applicant shall submit dues for the current year. All applications shall be filed with the Secretary and each application shall be read at the first regular Club meeting following receipt. At the second regular Club meeting following receipt, the application shall be eligible for consideration and an affirmative vote of two-thirds of the members present and voting by secret ballot shall be required to elect the applicant. The Secretary shall notify each applicant of their acceptance or rejection within 10 days following such action by the Club. Applicants who are rejected by the Club may not reapply for at least one year after such rejection.

 

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

a. By resignation. Any member in good standing who is not in debt to the Club may resign from the Club upon written notice to the Secretary.

b. By lapsing. A membership shall be considered lapsed and automatically terminated if such member’s dues remain unpaid after the thirty-first day of March of any year.

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

d. Anyone who has resigned or whose membership has lapsed may at any time re-apply for membership in accordance with Section 3 of this Article; provided, however, that endorsement by members in good standing shall not be required if not more than twenty-four months have elapsed since such resignation or lapsing. Anyone who has been expelled from the Club may re-apply for membership in accordance with Section 3 of this Article at any time after twelve months from the date of such expulsion.

 

SECTION 5. Honorary Membership. The Club may, upon the recommendation of the Board of Directors and by a two-thirds vote at any regular or special meeting, notification of such impending vote having been given in the notice for said meeting, confer Honorary Membership upon any person who shall have rendered notable service to the Club. An honorary member shall have none of the obligations of membership in the Club, except as may apply regarding discipline, but shall be entitled to all of the privileges of membership except those of making motions, voting, and holding office or position. An honorary member shall be free to apply for regular membership at any time in accordance with Section 3 of this Article.

 

ARTICLE III

MEETINGS AND VOTING

 

SECTION 1. Club Meetings. Regular meetings of the Club shall be held in the months of February, April, June, August, October, and December within Bernalillo County, New Mexico at such time and place as may be designated by the Board of Directors. The Secretary shall mail written notice of such meetings at least five and not more than fifteen days prior to the date of the meeting. Quorum for regular meetings of the Club shall be twenty percent of the regular members in good standing residing within the Greater Albuquerque Area.

 

SECTION 2. Special Club Meetings. Special meetings of the Club may be called by the President or by the Board of Directors, and shall be called by the Secretary upon receipt of a petition signed by five regular members of the Club who are in good standing. Such special meetings shall be held within Bernalillo County, New Mexico at such time and place as may be designated by the person or persons authorized herein to call such meetings. The Secretary shall mail written notice of such meetings at least five and not more than fifteen days prior to the date of the meeting, and said notice shall state the purpose of the meeting and no other Club business may be transacted thereat. Quorum for a special meeting of the Club shall be twenty percent of the regular members in good standing residing within the Greater Albuquerque Area and, if the meeting is called pursuant to a petition, must include at least three of the petitioners.

 

SECTION 3. Board Meetings. Regular meetings of the Board of Directors shall be held in the months of January, March, May, July, September, and November within Bernalillo County, New Mexico at such time and place as may be designated by the Board. The Secretary shall mail written notice of such meetings at least five days and not more than fifteen days prior to the meeting. Quorum for regular meetings of the Board of Directors shall be a majority of the Board.

 

SECTION 4. 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. Such special meetings shall be held within Bernalillo County, New Mexico at such time and place as may be designated by the person authorized herein to call such meetings. The Secretary shall mail written notice of such meetings at least five days and not more than fifteen days prior to the date of the meeting, and said notice shall state the purpose of the meeting and no other Club business may be transacted thereat. Quorum for a special meeting of the Board of Directors shall be a majority of the board.

 

SECTION 5. Electronic Notice of Meetings. Notice of meetings provided for in this Article may be delivered electronically to any member who has provided to the Secretary, on a form approved by the Board of Directors, written authorization for such electronic notice and the electronic address to which such notice shall be delivered. Such electronic delivery of notice shall be considered the same as mailing, and it shall be the responsibility of any member authorizing electronic delivery to notify the Secretary of any change in the electronic address to which notice shall be delivered.

 

SECTION 6. Voting. At meetings of the Club, each regular member in good standing shall be entitled to vote once on any question coming before the meeting, except as specified in Article V, Section 3. At meetings of the Board of Directors, each member of the Board shall be entitled to vote once on any question coming before the meeting. No absentee or proxy voting will be permitted at any meeting of the Club or the Board of Directors or in any election.

 

ARTICLE IV

DIRECTORS, OFFICERS,

AND DELEGATE TO THE AMERICAN KENNEL CLUB

 

SECTION 1. Board of Directors. The Board of Directors shall be comprised of the President, Vice-President, Secretary, Treasurer, and five other persons, all of whom shall be regular members in good standing and all of whom shall be elected for one year terms as provided in Article V and shall serve until their successors are elected and qualified. The Board of Directors shall be in charge of the general management of the Club’s affairs and will conduct those affairs pursuant to the Articles of Incorporation, these Bylaws, American Kennel Club Rules and Regulations, and applicable laws, ordinances, and governmental regulations.

 

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 of Directors 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 the event of the President’s death, resignation, 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 Club’s correspondence, notify members of meetings, notify new members of their election to membership, notify officers, directors, and the Delegate to the American Kennel Club of their election and committee appointees of their appointment, keep a roll of the members of the Club with their addresses, and carry out such other duties as are prescribed in these bylaws.

d. The Treasurer shall collect and receive all moneys due or belonging to the Club, and said moneys shall be deposited in a bank designated by the Board of Directors, in the name of the Club. The books shall at all time 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. Delegate to the American Kennel Club. The Delegate to the American Kennel Club shall be a regular member in good standing of the Club and shall be elected for a one year term as provided in Article V. The Delegate shall represent the Club at American Kennel Club delegates meetings, exercising the voting power of the Club as may be required, and shall establish and maintain in the Club’s interests such liaison with the officers, directors, and staff of the American Kennel Club and delegates of other clubs as may be desirable and prudent. Unless also an officer or director of the Club, the Delegate shall be an ex officio non-voting member of the Board of Directors.

 

SECTION 4. Vacancies. Any vacancies occurring during the year among the officers or directors or in the position of Delegate to the American Kennel Club shall be filled until the next annual meeting by a majority vote of all the then members of the Board of Directors at its first meeting following the creation of such vacancy; except that a vacancy in the office of President shall be filled automatically by the Vice-President and the resulting vacancy in the office of Vice-President shall be filled by the Board of Directors.

 

ARTICLE V

THE CLUB YEAR, ANNUAL MEETING, ELECTIONS

 

SECTION 1. Club Year. The Club’s fiscal year shall begin on the first day of January and end the thirty-first day of December of each year. The Club’s official year shall begin upon adjournment of the annual meeting and shall continue through the next annual meeting.

 

SECTION 2. Annual Meeting. The regular Club meeting in February shall be the annual meeting and shall be for the purpose of electing Officers, Directors, and a Delegate to the American Kennel Club, receiving reports of officers and committees, and for such other business that may arise.

 

SECTION 3. Elections. Elections of Officers, Directors, and a Delegate to the American Kennel Club shall be by secret ballot at the annual meeting. No person shall be elected to any office or position unless that person is a regular member in good standing of the Club, shall have been nominated for that office or position in accordance with these Bylaws, and shall have received a majority of the votes cast for the office or position.

 

In the case of election of directors, if more than five candidates receive a majority vote, the positions are filled by the five receiving the largest number of votes. If fewer than five candidates received a majority, those receiving a majority are elected and all other candidates who do not choose to withdraw shall remain on the ballot for the necessary repeat balloting.

 

Newly elected officers and directors shall take office immediately upon adjournment of the meeting at which they are elected, and each retiring officer shall turn over to their successor in office all properties and records relating to that office within 30 days after the election. A newly elected Delegate to the American Kennel Club shall serve as delegate-elect until approved for seating by the Board of Directors of the American Kennel Club, and the Club shall determine by secret ballot whether the incumbent delegate, if any, shall continue to represent the Club until the newly elected delegate is seated.

 

SECTION 4. Nominations. During the month of September, the Board of Directors shall select a nominating committee consisting of three members and two alternates, not more than one of whom shall be a member of the Board of Directors. The Secretary shall immediately notify each committee member and alternate of their selection. The Board of Directors shall designate one member of the Committee to act as Chairperson and it shall be that person’s duty to call a meeting of the committee which shall be held on or before the first day of November.

 a. The committee shall nominate one candidate for each office, five candidates for other positions on the Board of Directors, and one candidate for Delegate to the American Kennel Club. The candidate nominated for Delegate may be, but need not be, a candidate for an office or a position on the Board of Directors. After securing the consent of each person so nominated, the committee shall immediately report their nominations to the Secretary in writing.

b. Upon receipt of the nominating committee’s report, the Secretary shall, before the fifteenth day of November, notify each member in writing of the candidates so nominated.

c. Additional nominations may be made at the December meeting of the Club by any member in attendance, providing that the person nominated does not decline when their name is proposed and provided further that if the proposed candidate is not in attendance at the meeting, the proposer shall present to the Secretary a written statement from the proposed candidate signifying willingness to be a candidate. Except for the position of Delegate to the American Kennel Club, no person may be a candidate for more than one office or position.

d. Nominations cannot be made at the annual meeting or in any manner other than as provided in this section.

 

ARTICLE VI

COMMITTEES

 

SECTION 1. Committee Appointments. The Board of Directors may from time to time appoint standing committees to advance the work of the Club in such matters as dog shows, obedience trials, trophies, annual prizes, membership, and other fields which may well be served by committees. Such committees shall always be subject to the final authority of the Board. Special committees may also be appointed by the Board to aid it on particular projects.

 

SECTION 2. Termination of Committee Appointments. Any committee appointment may be terminated by a majority vote of the full membership of the Board of Directors upon written notice to the appointee, and the Board may appoint successors to those persons whose services have been terminated.

ARTICLE VII

DISCIPLINE

 

SECTION 1. American Kennel Club Suspension. Any member who is suspended from all privileges of the American Kennel Club automatically shall be suspended from the privileges of this Club for a like period.

 

SECTION 2. Charges. Any regular member in good standing may prefer charges against any other member for alleged misconduct prejudicial to the best interests of the Club. Written charges with specifications must be filed in duplicate with the Secretary together with a deposit of fifty dollars, which deposit shall be forfeited if such charges are not sustained by the Board of Directors following a hearing. The Secretary shall promptly send a copy of the charges to each member of the Board or present them at a Board meeting, and the Board shall first consider whether the actions alleged in the charges, if proven, might constitute conduct prejudicial to the best interests of the Club. If the Board considers that the charges do not allege conduct which would be prejudicial to the best interests of the Club, it may refuse to entertain jurisdiction. If the Board entertains jurisdiction of the charges, it shall fix a date and time of a hearing by the Board not less than three weeks or more than six weeks thereafter. The Secretary shall promptly send one copy of the charges to the accused member by return-receipt certified mail, 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 if desired.

 

SECTION 3. Board Hearing. The Board of Directors shall have complete authority to decide whether counsel may attend the hearing, but both complainant and defendant shall be treated uniformly in that regard. Should the charges be sustained, after hearing all the evidence and testimony presented by the complainant and defendant, the Board may, by majority vote of those present, reprimand the defendant or suspend the defendant from all privileges of the Club for not more than six months from the date of the hearing. If it deems that punishment to be insufficient, the Board may also recommend to the membership that the penalty be expulsion. If the Board’s recommendation is expulsion, the Board’s suspension shall not restrict the defendant’s right to appear before the membership at the ensuing Club 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 Club may be accomplished only at a meeting of the Club following a Board hearing and upon the Board of Director’s recommendation as provided in Section 3 of this Article. Such proceedings may occur at a regular or special meeting of the Club to be held within sixty days but not earlier than thirty days after the date of the Board’s recommendation of expulsion. The defendant shall have the privilege of appearing on his or her own behalf, but no evidence shall be taken at this meeting. The President shall read the charges and the Board’s findings and recommendations, and shall invite the defendant, if present, to speak if he or she wishes. The membership present at the meeting shall then vote by secret ballot on the proposed expulsion. A two-thirds vote in the affirmative of the members present at the meeting shall be necessary for expulsion. If expulsion is not so voted, the Board’s suspension shall stand.

 

ARTICLE VIII

AMENDMENTS

 

SECTION 1. Amendments to these Bylaws may be proposed by the Board of Directors or by written petition addressed to the Secretary signed by twenty percent of the regular members in good standing. Amendments proposed by such petition shall be promptly considered by the Board of Directors and must be submitted to the members, with the recommendations of the Board, by the Secretary for a vote within three months of the date when the petition was received by the Secretary.

 

SECTION 2. The Bylaws may be amended by a two-thirds vote of the members voting by secret ballot at any regular meeting or special meeting called for the purpose, provided the proposed amendments have been included in the notice of the meeting.

 

SECTION 3. No amendment adopted in accordance with this Article shall become effective until it has been approved by the Board of Directors of the American Kennel Club.

 

ARTICLE IX

DISSOLUTION

 

SECTION 1. The Club may be dissolved at any time by the written consent of not less than two-thirds of the regular members in good standing, or as otherwise prescribed by law. In the event of the dissolution of the Club other than for purposes of reorganization, whether voluntary or involuntary or by operation of law, none of the property of the Club nor any proceeds thereof nor any assets of the club shall be distributed to any member of the club, but after payment of the debts of the Club, its property and assets shall be given in the furtherance of the Club’s objects to organizations then exempt under the Internal Revenue Service Code and its regulations as they now or hereafter exist.

 

ARTICLE X

ORDER OF BUSINESS

 

Section 1. At meetings of the Club, so far as the character and nature of the meeting may permit or unless otherwise directed by a majority vote, the order of business shall be as follows:

Call to Order and Establish Quorum

Minutes of last meeting

Report of President

Report of Secretary

Report of Treasurer

Report of AKC Delegate

Reports of Committees and Appointees

Election of officers, directors, and delegate (at the annual meeting)

Election of new members (must always follow election of officers at the annual meeting)

Unfinished business

New business

Adjournment

 

SECTION 2. At meetings of the Board of Directors, so far as the character and nature of the meeting may permit or unless otherwise directed by a majority vote, , the order of business shall be as follows:

Call to Order and Establish Quorum

Reading of minutes of last meeting

Report of President

Report of Secretary

Report of Treasurer

Report of AKC Delegate

Reports of Committee Chairs and Appointees

Unfinished business

New business

Adjournment

 

ARTICLE XI

RULES OF ORDER

 

The rules contained in the current edition of Robert Rules of Order Newly Revised shall govern the Club in all cases to which they are applicable and in which they are not inconsistent with the Articles of Incorporation, these Bylaws, or any special rules of order the Club may adopt.