KENTUCKIANA BERNESE MOUNTAIN DOG CLUB

Bylaws

ARTICLE I

Membership

Section 1. Eligibility. There shall be two types of membership open to all persons 18 years of age and older who are in good standing with The American Kennel Club and who subscribe to the purposes of this Club.

• (a) Regular Member – Open to persons 18 years of age and older who enjoy all the privileges of this Club including the right to hold office, sponsor, nominate and second and are entitled to one vote. Regular Members are counted in the quorum for Club meetings. A Regular Member may transfer at any time to Associate Membership by written request to the Secretary, with any change in dues to be effective for the following year.
• (b) Associate Member – This category of membership is recommended for individuals who do not anticipate regular attendance at meetings. An Associate Member shall be informed of all Club meetings and activities, shall receive the Newsletter, may serve on Committees and may participate in all club activities, but may not vote, hold office, sponsor, nominate or second, and is not counted in fulfilling quorum requirements. An Associate Member who is at least 18 years of age may transfer to Regular Membership by written request to the Secretary at the time of yearly membership renewal and dues payment. While membership is to be unrestricted as to residence, the club’s purpose is to be representative of the owners, breeders and exhibitors of Bernese Mountain Dogs within a 90 mile radius of Louisville, KY.

Section 2. Dues. Membership dues shall be established by the Board of Directors and are payable on or before the 1st day of January of each year. Dues for Associate Members shall be established at less than the dues for Regular Members. Additional members in the same household shall have a reduction in dues as established by the Board. In no case will Regular Membership annual dues exceed $35 without the approval of the club membership as set forth in Article VII, Section 2. Applicants for membership after September 1 shall pay half the annual dues for the current year. No member may vote whose dues are not paid for the current year. During the month of November, a dues notice shall be sent to each member either as part of the newsletter, by separate mail or by e-mail with verified receipt. Notification of unpaid dues as of January 1, shall be sent by the Treasurer during the month of February. An initiation fee shall also apply and may not exceed the amount established for Regular Membership.

Section 3. Election to Membership. Each applicant for each type of membership shall apply on a form as approved by the Board of Directors and which shall provide that the applicant agrees to abide by the constitution and bylaws and the rules of The American Kennel Club. The application shall state the type of membership, the name, address, and occupation of the applicant(s) and it shall carry the endorsement of two unrelated Regular Members in good standing. Accompanying the application, the prospective member shall submit a dues payment corresponding to the membership type for the current year. All applications are to be filed with the Secretary. Applicants may be elected by secret ballot at any meeting of the Board of Directors or by secret vote of the Directors by mail or e-mail. Affirmative votes of 2/3 of the Directors present at a meeting of the Board or of 2/3 of the entire Board voting by mail or e-mail, shall be required to elect an applicant. An application which has received a negative vote by the Board may be presented by one of the applicant’s endorsers at the next meeting of the Club. Affirmative votes of at least 2/3 of the Regular Members present and voting by secret ballot at the meeting shall be required to elect the applicant. If membership is denied at the meeting, said applicant may not be eligible for reapplication for membership for one year and shall require the endorsement of two new sponsors who are unrelated and are Regular Members in good standing.

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

• (a) by resignation. Any member in good standing may resign from the club upon written notice to the Secretary; but no member may resign when in debt to the club. Obligations other than dues are considered a debt to the club and they 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 60 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

Meetings and Voting

Section 1. Club Meetings. Meetings of the club shall be held within the club’s geographic area at such hour and place as may be designated by the Board of Directors. At least four (4) club meetings will be held each year. Written notice of each such meeting shall be mailed by the Secretary at least 30 days prior to the date of the meeting. The quorum for such meetings shall be 20 percent of the Regular Members in good standing.

Section 2. Special Club Meetings. Special club meetings may be called by the President, or by a majority 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 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 the club’s area 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 Secretary at least fourteen (14) days and not more than 30 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 20 percent of the Regular members in good standing.

Section 3.Board Meetings. Meetings of the Board of Directors shall be held quarterly at such hour and place, which may include mail or e-mail, as may be designated by the Board. Written notice of each such meeting shall be mailed by the Secretary at least 10 days prior to the date of the meeting. The quorum for such a meeting shall be a majority of the Board.

Section 4. Special Board Meetings. Special meetings of the Board may be called by the President: and shall be called by the Secretary upon receipt of a written request signed by at least three (3) members of the Board. Such special meetings shall be held within the club's geographic area at such place, which may include mail or e-mail, date, and hour as may be designated by the person authorized herein to call such meeting. Written notice of such meeting shall be mailed by the Secretary at least 14 days and not more than 30 days prior to the date of the meeting. Any such notice shall state the purpose of the meeting and no other business shall be transacted thereat. The quorum for such a meeting shall be a majority of the Board.

Section 5. Voting. Each Regular Member in good standing whose dues are paid for the current year shall be entitled to one vote, provided their dues are paid for the current year, at any meeting of the club at which he/she is present. Proxy voting will not be permitted at any club meeting or election. Non-voting Associate Members shall not be counted to determine a quorum.

ARTICLE III

Directors and Officers

Section 1. Board of Directors. The Board shall be comprised of the officers and five (5) other persons, all of whom shall be Regular Members in good standing and all of whom shall be elected for two-year terms at the club's Election Meeting as provided in Article IV and shall serve until December 31 of the year their terms expire. 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, Secretary and Treasurer, shall serve in their respective capacities both with regard to the club and its meetings and the Board and its meetings.

• (a) The President shall preside at all meetings of the club and of the Board, and shall have the duties and powers normally appurtenant to the office of President in addition to those particularly specified in these bylaws.
• (b) The Vice President shall have the duties and exercise the powers of the President in case of the President's death, absence or incapacity.
• (c) The Secretary shall keep a record of all meetings of the club, of the Board and of all matters of which a record shall be ordered by the Club; 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, keep a roll of the members of the club with type of membership and 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. Moneys shall be deposited in a bank designated by the Board, in the name of the club. The books shall at all times be open to inspection by the Board and a report shall be given at every meeting of 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.
• (e) The offices of Secretary and Treasurer may be held by the same person, in which case the Board shall be comprised of six (6) persons.

Section 3. Vacancies. Any vacancies occurring on the Board or among the offices during the year shall be filled until the next annual election by a majority vote of all the then members of the Board at its first regular meeting following the creation of such vacancy, or at a special Board meeting called for that purpose; except that a vacancy in the office of President shall be filled automatically by the Vice President 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 1st day of January and end on the last day of December.The club's official year shall be concurrent with the fiscal year. The elected Officers and Directors shall take office on January 1st and each retiring officer shall turn over to his/her successor in office all properties and records relating to that office within 30 days after the election.

Section 2. Annual Meeting. The annual meeting shall be held in the fourth calendar quarter and voting shall be limited to those Regular Members in good standing who are present at the meeting, except for annual election of Officers and Directors which shall be decided by written ballot by mail.

Section 3. Annual Election. The election of Officers and Directors shall be conducted by secret ballot. Ballots to be valid must be received by the Secretary by November 15. Ballots shall be counted by three (3) inspectors of election, appointed by the Board, who are members in good standing and neither members of the current Board nor candidates on the ballot. The nominated candidate receiving the greatest number of votes for each office shall be declared elected. If any nominee, at the time of counting the ballots, is unable to serve for any reason, such nominee shall not be elected and the vacancy so filled by the new Board of Directors in the manner provided by Article III, Section 3.

Section 4. Nominations and Ballots. No person may be a candidate in a club election who has not been nominated in accordance with these bylaws. During the month of June, the Board shall select a Nominating Committee consisting of three members and two alternates, not more than one of whom may be a member of the Board. Nominating Committee members and alternates shall be restricted to Regular Members. The Secretary shall immediately notify the committee members and alternates of their selection. The Board shall name a chairperson for the committee and it shall be such person's duty to call a committee meeting which can be conducted by mail or e-mail, and shall be held on or before August 1.

• (a) The Nominating Committee shall nominate from among the Regular Members of the Club, one candidate for each office and position on the Board and, after securing the consent of each person so nominated, shall immediately report their nominations to the Secretary in writing. The Secretary shall mail the list to each Regular and Associate Member of the Club on or before September 1, so that additional nominations may be made by the Regular Members, if they so desire.
• (b) Additional nominations, restricted to Regular Members, may be made by written petition addressed to the Secretary and received at his/her regular address on or before September 20, signed by five (5) Regular Members and accompanied by the written acceptance of such additional nominee signifying his/her willingness to be a candidate. Except for the positions of Secretary and Treasurer, as provided in Article III, Section 2 (e), no person shall be a candidate for more than one position, and the additional nominations provided for herein may be made only from among those Regular Members who have not accepted a nomination of the Nominating Committee.
• (c) If no valid additional nominations are received by the Secretary on or before September 20, the Nominating Committee's slate shall be declared elected and no election meeting and no balloting will be required.
• (d) If one or more valid additional nominations are received by the Secretary on or before September 20, he/she shall, on or before October 15, mail to the entire membership a listing of all the nominees for each position with each Regular Member in good standing to receive a ballot listing alphabetically all of the nominees for each position in alphabetical order, together with a blank envelope and a return envelope address to the Secretary marked "Ballot" and bearing the name of the member to whom it was sent. So that the ballots may remain secret, each voter, after marking his/her ballot, shall seal it in a blank envelope which in turn shall be placed in the second envelope addressed to the Secretary. Ballots to be valid must be received by November 15th. The inspectors of election, appointed by the Board in accordance with Section 3, shall check the returns against the list of Regular Members whose dues are paid for the current year prior to opening the outer envelopes, and shall certify the eligibility of the voters as well as the results of the voting which shall be announced through the club's newsletter.
• (e) Nominations cannot be made in any manner other than as provided in this Section.

ARTICLE V

Committees

Section 1. The Board may each year appoint standing committees to advance the work of the club in such matters as specialty shows, obedience, field, agility and draft trials, trophies, annual prizes, rescue, 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. With the exception of the Nominating Committee, Associate Members are eligible for appointment to committees.

Section 2. Any committee appointment may be terminated by a majority vote of the full membership of the Board upon written notice to the appointee; and the Board may appoint successors to those persons whose services have been terminated.

ARTICLE VI

Discipline

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

Section 2. Charges. Any member may prefer charges against a member for alleged misconduct prejudicial to the best interests of the club or the breed. Written charges with specifications must be filed in duplicate with the Secretary together with a deposit of $50, which shall be forfeited if such charges are not sustained by the Board 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 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 interest of the club, it may refuse to entertain jurisdiction. If the Board entertains jurisdiction of the charges, it shall fix a date for a hearing by the Board not less than three weeks nor more than six weeks thereafter. The Secretary shall promptly send one copy of the charges to the accused member by registered mail together with a notice of the hearing and an assurance that the defendant may personally appear in their own defense and bring witnesses if he/she wishes.

Section 3. Board Hearing. The Board 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 by sustained after hearing all the evidence and testimony presented by complainant and defendant, the Board may by a majority vote of those present suspend the defendant from all privileges of the club for not more than six months from the date of the hearing. 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/her fellow members at the ensuing club meeting which considers the Board's recommendation. Immediately after the Board has reached a decision, its finding 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'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 60 days but not earlier than 30 days after the date of the Board's recommendation of expulsion. The defendant shall have the privilege of appearing in his/her own behalf, though no evidence shall be taken at this meeting. The President shall read the charges and the Board's finding and recommendation, and shall invite the defendant, if present, to speak in his/her own behalf if so desired. The voting membership shall then vote by secret ballot on the proposed expulsion. A 2/3 vote of those present and voting at the meeting shall be necessary for expulsion. If expulsion is not so voted, the Board's suspension shall stand.

ARTICLE VII

Amendments

Section 1. Amendments to the constitution and bylaws may be proposed by the Board of Directors or by written petition addressed to the Secretary signed by 20 percent of the Regular Membership in good standing. Amendments proposed by such petition shall be promptly considered by the Board of Directors and must be submitted to the entire membership, with recommendations of the Board, by the Secretary for a vote by Regular Members within three months of the date when the petition was received by the Secretary.

Section 2. The constitution and bylaws may be amended at any time provided a copy of the proposed amendments has been mailed by the Secretary to the entire membership with each Regular Member in good standing on the date of the mailing to receive a ballot on which he/she may indicate his/her choice for or against the action to be taken. Dual envelope procedures described in Article IV, Section 4(d) shall be followed in handling such ballots, to assure secrecy of the vote. The notice shall specify a date not less than 30 days after the date postmarked, by which date the ballots must be returned to the Secretary to be counted. The favorable vote of 2/3 of the Regular Members in good standing who return valid ballots within the time limit shall be required to effect any such amendment.

ARTICLE VIII

Dissolution

Section 1. The club may be dissolved at any time by the written consent of not less than 2/3 of the Regular Members. 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 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 Bernese Mountain 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:
  • Roll Call
  • Minutes of last meeting
  • Report of President
  • Report of Secretary
  • Report of Treasurer
  • Reports of committees
  • Election of officers and Board
  • Report of election of new members
  • Unfinished business
  • New business
  • Adjournment

• Section 2. At meetings 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
  • New business
  • Adjournment

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.