© WDSAA 2017
WORKING DUTCH SHEPHERD ASSOCIATION of AMERICA
CONSTITUTION AND BYLAWS
The name of the Club is the Working Dutch Shepherd Association of America (WDSAA).
The objectives of the Club shall be to:
A. Encourage and promote quality in the breeding of purebred Dutch Shepherds and do all possible to bring their natural qualities to perfection.
B. To promote the Dutch Shepherd as a working dog and to support other organizations promoting working dogs.
C. Propose, amend and define a standard for the breed, subject to approval of FCI.
D. Urge members and breeders to accept the standard of the FCI as the standard of excellence by which the Dutch Shepherd shall be judged.
E. Do all in its power to protect and advance the interests of the breed and to encourage sportsmanlike behavior at dog shows, obedience trials, herding trials and performance events.
F. Conduct sanctioned matches, specialty shows, obedience trials, herding trials, agility trials, performance events and any other event for which the Club is eligible for under the Rules and Regulations of The FCI.
Article I: Membership
Section 1: Eligibility and Categories of Membership
1. Individual Membership. Open to persons 18 years of age and older who subscribe to the purposes and ethics of this Club.
2. Family Membership. Open to persons living in a family unit and family members 18 years of age and older who subscribe to the purposes and ethics of this Club.
3. Junior membership. Open to persons of ages 8 to 17 years, that subscribe to the purposes and ethics of this Club and are sponsored by an adult (over 18) family member.
4. Honorary Member. The WDSAA may nominate a person that subscribes to the purposes and ethics of this Club as an honorary member for special achievement on behalf of the WDSAA. Honorary members may not vote or be elected to any position on the board.
Section 2: Dues
The Board of Directors will establish dues by majority vote for all types of memberships. They will adjust these dues from time to time.
a. All memberships run from March 1st to February 28th. Dues for the following year are due on or before the first day of March. By January 31st of each year the Membership secretary will mail each member a statement of dues for the following year.
b. Applicants approved for membership will pay pro-rated dues for the first year, depending on the quarter during which they are approved for membership. The minimum dues for a partial year’s membership will be ¼ of the annual amount.
Section 3: Election to membership
The Board of Directors will approve membership application forms containing the information required by the board; the applicant’s agreement to abide by the Club’s Constitution and By-Laws.
a. Applications must be submitted to the Membership Secretary and must be accompanied by payment of the appropriate application fee.
b. Applicants may be approved by the Membership Secretary or at any meeting of the Board of Directors (in questionable circumstances), on a conference phone call or by written vote of the directors by US mail, Internet, or via email. A two-thirds (2/3) vote of the board is required under such circumstances to accept a new member.
c. Members will receive a membership card and the official publication of the Club.
Section 4. Termination of Membership
Membership may be terminated :
a. By resignation. Any member in good standing may resign from the Club upon written notice to the Membership Secretary, but no member may resign when in debt to the Club. Obligations other than dues are considered a debt to the Club and must be paid in full prior to resignation.
b. By lapsing. A membership will be considered as lapsed and automatically terminated if such member’s dues remain unpaid 30 days after the first day of the fiscal year. However the board may grant an additional 60 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 VI of these bylaws.
ARTICLE II – Meeting and Voting
Section 1. Annual Meeting
The annual meeting of the Club shall be held, when possible, in conjunction with the Annual National Event each year at a place, date and hour designated by the Board of Directors. The Recording Secretary shall mail written notice of such meeting at least 30 days, and not more than 60 days, prior to the date of the meeting. The quorum for such meetings shall be 10% 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 who are present and voting at any regular or special meeting of the Board, and shall be called by the Recording Secretary upon receipt of a petition signed by 10% of the members of the Club who are in good standing. Such special meetings shall be held at such place, date and hour as may be designated by the person or persons authorized herein to call such meetings. Written notice of such a meeting shall be mailed by the Recording Secretary at least 30 days and not more than 60 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.
The quorum for such a meeting shall be 10% of the members in good standing.
Section 3. Board meetings.
The Board will hold at least two meetings a year. One will be held in conjunction with the annual meeting of the membership and the Annual National Event. The location and date of other meetings will be decided by majority vote of the board, or by a meeting committee if authorized by a majority vote of the board.
The Board of Directors may conduct business in person or by telephone conference call, video conference, mail, fax, or electronic mail through the Recording Secretary, provided it does not conflict with any other provision of these bylaws. In order to use electronic mail (email) to conduct the business of the Club, all board members must agree to participate, and every board member must have available (or be provided with) the means to participate. Items voted on by mail, telephone conference call, fax or email must be confirmed in writing within seven days. The Recording Secretary shall compile the minutes for Club records. A quorum for Board of Directors meetings shall be a majority vote of the entire Board, in person or by means specified above.
Any member of the Board of Directors who without good cause fails to participate in formal board activities such as performing the duties of the office as specified in these by-laws, or not voting as provided/requested by the Recording Secretary, may be removed from office by a unanimous vote of the other members of the Board. Abstaining from voting does not constitute non-participation by a member of the Board. The resulting vacancy shall be filled in accordance with Article III.
Section 4. Voting.
At the annual meeting or at special meetings of the Club, voting shall be limited to those members, who are members in good standing, and who are present at the meeting.
Voting by proxy shall not be permitted.
Article III : Directors and Officers
Section 1. Board of Directors.
The board shall be comprised of the officers and 2 other persons, all of whom shall be members in good standing and all of whom shall be elected for two-year terms at the Club’s annual meeting as provided in Article IV and shall serve until their successors are elected.
General management of the Club’s affairs shall be entrusted to the Board of Directors.
Section 2. Officers.
The Club’s officers, consisting of the President, Vice-President, Recording Secretary, Membership 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. 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 those particularly specified by these bylaws.
b. Vice-President: Shall have the duties and exercise the powers of the President in the case of the President’s death, absence or incapacity.
c. Recording Secretary: Shall have charge of the correspondence, notify members of the meetings, notify officers and directors of their election to office, and carry out duties as are prescribed in these bylaws.
d. Membership Secretary: Shall keep records of all members of the WDSAA, including changes that may happen throughout the year and carry out duties as are prescribed in these bylaws.
e Treasurer: Shall collect and receive all moneys due or belonging to the Club. Shall deposit the same in a bank approved by the Board, in the name of the Club.
The Treasurer’s books shall at all times be open to inspection of the Board and 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 shall render an account of all moneys received and expended during the previous fiscal year.
The Treasurer shall be bonded at the Club’s expense in such amount as the Board of Directors shall determine. At the expiration of the current term of the Treasurer, or every two years, an independent audit shall be performed and the results shall be submitted to the Board. The audit committee shall be selected by a majority vote of the Board. The audit committee shall be dissolved upon acceptance of the audit committee report by the Board.
Section 3. Vacancies.
Any vacancies occurring on the Board or among the officers during the year shall be filled for the unexpired term of office by a majority vote according to the procedures established in Article II, Section 3 above of all the remaining members of the Board, 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.
Article IV. 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 31st day of DecemberThe Club’s official year shall begin immediately at the conclusion of the election at the annual meeting and continue through the election at the next general meeting.
Section 2. Annual Meeting.The annual meeting shall be held in the month of October at which officers and directors for the ensuing year shall be elected by secret ballot from those nominated in accordance with Section 4 of this article.They shall take office immediately upon conclusion of the election, and each retiring officer or director shall turn over to their successors in office all properties and records relating to that office within 30 days.
Section 3. Elections.The nominated candidate receiving the greatest number of votes for each office shall be declared elected.
Section 4. Nominations.
a. No person may be a candidate in a Club election who has not been nominated.
During the month of August, the Board shall select a nominating committee of three members in good standing and two alternates who are in good standing and who are from different states, not more than one of whom shall be a member of the Board. The Board shall name a chairperson for the committee and it shall be such person’s duty to call a committee meeting that shall be held on or before September 1. The Recording Secretary shall immediately notify the committee members and the alternates of their selection.
b. The Nominating Committee may conduct its business by mail or other technologically available means.The Nominating Committee shall nominate from among the eligible members of the Club one candidate for each position on the Board of Directors and shall procure the written acceptance and short biography for each nominee so chosen. The committee should consider the geographical representation of the membership on the Board to the extent that it is practicable to do so. The committee shall submit its slate of candidates and the biographies to the Recording Secretary by September 15th.
c. The Recording Secretary shall mail or email the list, including the full name of each candidate, state of residence, and biography, to each member of the Club on or before September 25th, so that additional nominations may be made by the members if they so desire.
d. Additional nominations of eligible members may be made at the October annual meeting, provided that the person so nominated does not decline when their names are 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. No person shall be a candidate for more than one position and the additional nominations that are provided for herein may be made only from among those members who have not accepted a nomination of the Nominating Committee.
Article V. Committees.
Section 1. The Board may each year appoint standing committees to advance the work of the Club in such matters as dog shows, obedience trials, herding trials, performance events, trophies, annual awards, 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. Any committee appointment may be terminated by a majority vote of the full membership of the Board using procedures set forth in Article II, Section 3 and followed by notification in writing by U.S. Mail, or via email to the appointee. The Board may appoint successors to those persons whose services have been terminated. Each retiring/terminated committee chairperson shall turn over to their successor all properties and records relating to that committee within 30 days.
Article VI. Discipline.
Section 1. Charges
Any member may prefer charges against a member for alleged misconduct prejudicial to the best interest of the Club or of the breed. Written charges with specifications must be filed in duplicate with the Recording Secretary together with a deposit of $50.00, which shall be forfeited if such charges are not sustained by the Board or Disciplinary Committee following a hearing. The Recording Secretary shall promptly send a copy of the charges to each member of the Board or present them at a Board meeting. 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 or the breed. If the Board considers that the alleged conduct is not 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 hearing by the Board or a Disciplinary Committee appointed by the majority of the Board not fewer than three weeks nor more than six weeks thereafter.&nbsp; A Disciplinary Committee shall be composed of not fewer than three members of the Board. One member of the committee shall be appointed by the board to be the chairperson. The committee chairperson shall be responsible for the committee minutes. The Recording Secretary shall promptly send one copy of the charges to the accused member by 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 he, or she, wishes.
Section 2. Board Hearing
The Board or its Disciplinary Committee 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 complainant and defendant, the Board or Disciplinary 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, or until the next annual meeting if that will occur after six months. And, if the Board or its Disciplinary Committee 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, or her, fellow members at the ensuing Club 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 Recording Secretary. The Recording Secretary, in turn, shall notify each of the parties of the decision and penalty, if any.
Section 3. Expulsion
Expulsion of a member from the Club may be accomplished only at a meeting of the Club following a Board hearing and upon and recommendation of the Board or Committee as provided in Section 3 Board Hearing of Article VI Discipline. The defendant shall have the privilege of appearing in his, or her, own behalf, though no evidence shall be taken at this meeting. The President shall read the charges and the findings and recommendations, and shall invite the defendant, if present, to speak on his, or her, own behalf. The meeting shall then vote by secret ballot on the proposed expulsion. 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 VII . Amendments.
Section 1. Amendments to the Constitution and the Bylaws may be proposed by the Board of Directors or by written petition addressed to the Recording Secretary signed by twenty percent 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 by the Corresponding Secretary for a vote within three months of the date when the petition was received by the Recording Secretary.
Section 2. The Constitution and By-Laws may be amended at any time provided a copy of the proposed amendment has been mailed by the Recording Secretary to each member accompanied by a ballot on which each member may indicate his, or her, choice for or against the action to be taken. The notice shall specify a date not less than thirty (30) days after the date of mailing, by which date the ballots must be returned to the Recording Secretary to be counted. The favorable vote of 2/3 of the members in good standing whose ballots are returned within the time limit shall be required to effect any such amendment.
Section 3. No amendment to the Constitution and Bylaws that is adopted by the Club shall become effective until it has been approved by the Board of Directors of WDSAA.
Article VIII. Dissolution
Section 1. 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 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 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 IX. Order of business
Section 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:
Minutes of Last Meeting
Report of President
Report of Recording Secretary
Report of Treasurer
Reports of Committees
Election of officers and board ( at annual meeting )
Section 2. At meetings of the Board, the order of business, unless otherwise directed by a majority vote of those present shall be as follows:
Minutes of Last Meeting
Report of Recording Secretary
Report of Treasurer
Report of Committees
Article X. Parliamentary Authority.
Section 1. The rules contained in the current edition of Robert’s 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 these bylaws and any other special rules of order the Club may adopt.