ORIOLE DOG TRAINING CLUB, INCORPORATED
ARTICLE II. PURPOSE AND OBJECTIVES
This Constitution and By-Laws of the Oriole Dog Training Club,
Incorporated, supersedes all versions of the Constitution and By-Laws undated or dated
earlier than August 1999.
The name of this organization is the Oriole Dog Training Club, Incorporated. All training activities as well as all obedience, tracking, and agility events sanctioned by the American Kennel Club, Incorporated will be promoted under this name. All agility events sanctioned by the United States Dog Agility Association® will be promoted under the name Artful Dodgers Agility Dog Training Club. All flyball events sanctioned by the North American Flyball Association® will be promoted under the name No Speed Limit Flyball Racing Team. All events not specifically sanctioned by an organization of which Oriole Dog Training Club, Incorporated is a member group or a licensed group will be promoted under a different name which will be approved by the governing Board of Directors.
ARTICLE II. PURPOSE AND OBJECTIVES
The purpose of this nonprofit organization shall be to promote the utility of dogs as well behaved and reliable companions for their own safety and well being, for the pleasure of their owners, and so they will be considered good canine citizens of the community. The objectives are: (1) to conduct organized and regularly scheduled training classes; (2) to advance obedience, tracking, and agility trials under the American Kennel Club's regulations and standards; (3) to advance agility test trials under the regulations and standards of the United States Dog Agility Association®; (4) to advance flyball tournaments under the regulations and standards of the North American Flyball Association®, (5) to demonstrate such training to worthy causes; and (6) to promote good fellowship among its members.
Section 1. Classes of Membership
The club recognizes four classes of membership. These are:
(1) Member
(2) Contributing Member
(3) Honorary Member
(4) Lifetime Member
(1) Member - The eligibility of a prospective member will be considered on the basis of the applicant's commitment to:
(a) Participation in dog training activities: In order to be eligible, the prospective member must have completed a basic obedience course or the equivalent; s/he may be asked to provide proof of this or may be asked to pass a test as directed by the appropriate Training Director in order to participate in training activities. There is no age restriction, however the prospective member must be mature enough to control a dog and train in a manner satisfactory to the Training Director.
(b) Participation in club activities: All persons shall be eligible who wish to join the club to work on club activities or who are willing to make, or have made, contributions to the dog fancy.
Members are eligible to vote and hold office. They are required to pay dues as well as activity fees for those club activities (obedience, agility, tracking and/or flyball) in which they participate. Membership will be renewed semi-annually upon payment of the dues in conformance with Article VII, Section 1. Membership in the Club is a privilege and not a right, and such privilege may be revoked by disciplinary action as provided in Article VIII.
(2) Contributing Member - Contributing members are persons who in the determination of the Board of Governors has or are making significant contributions to the operations of the club. They are required to pay dues, and are eligible to vote and hold office. The list of contributing members is to be published at the beginning of each membership term. The term of contributing membership is one year.
(3) Honorary Member - Honorary members are persons who are elected by a unanimous vote of the Board of Governors in appreciation for a service that they have provided to the club. Such members shall be exempt from payment of dues and activity fees but shall not be eligible to vote or hold office. Term of honorary membership is one year.
(4) Lifetime Member - Lifetime members are persons who are recommended by the Board of Governors to the General Membership. Such persons are then elected to this status for life by 2/3's of the members present and voting at a regular meeting. These members are eligible to vote and hold office, but are exempted from paying dues or activity fees
Section 3. Application for Membership.
Each applicant for membership shall apply on a form approved by the Board of Governors. In submitting an application the applicant agrees to abide by the purpose and objectives of the Club and its Constitution and By-Laws. Accompanying the application, the prospective member shall submit dues payment for the current dues period and an activities training fee not less than the current fee charged for a basic obedience class. This application shall be accepted and approved on a provisional basis by the Membership Secretary. Notification of provisional acceptance shall be published.
Section 4. Admission to Membership.
At the next regular Board meeting, the Membership Secretary shall present the provisional member's application to the Board of Governors for approval. A majority vote of the Board is required to admit a provisional member to member status. Rejected applicants will be notified by the Membership Secretary and advised that they may not reapply for membership again that year. Persons whose applications for membership have been rejected will have their dues and one half (1/2) of their training fees returned to them.
Section 5. Acknowledgment of Membership.
Each applicant who has been duly admitted shall receive a copy of the Constitution and Bylaws and the current membership roster. Notification of their admission to membership shall be published.
Section 6. Membership Communications.
All members will receive annually the roster of the current membership and a copy of the club newsletter as it is published.
Section 1. General Membership Meetings.
There shall be at least four general membership meetings per calendar year. At least one meeting shall be called each calendar quarter (Jan-Mar, Apr-Jun, Jul-Sept, Oct-Dec). The Annual Meeting shall be counted as one of the required quarterly meetings.
(1) Notices. Notices of general meetings shall be published. In addition, announcements and/or postings shall be made at the training facilities or functions in the two week period prior to the date of the meeting.
(2) Convocation. Meetings may be called by the President, the Board of Governors, or written petition submitted to the Corresponding Secretary by six (6) active, voting members of the Club.
(3) Order of Business. The order of business shall be:
Call to Order
The Order of Business may be altered or suspended at any meeting by a majority vote. The parliamentary authority for the conduct of the Club shall be Robert's "Rules of Order."
(4) Procedures
Quorum. Twenty percent (20%) of all members in good standing shall constitute a quorum.
Voting. Any member in good standing shall be entitled to vote on any issue before the club. Proxy votes will be accepted for a previously announced and/or published motion, excepting motions of censure, probation, suspension, or expulsion.
Section 2. Annual Meeting and Election.
The Annual Meeting and Election of Officers and Board of Governors for the following year shall be held in January of each year.
(1) Notices. Notices of the Annual meeting shall be mailed to the membership at least fifteen (15) days prior to the scheduled meeting date. The notice may be included in the Club newsletter if it is mailed within the required time. The notice shall include the name and any submitted qualifications of declared candidates. Announcement and postings shall be made at all facilities, functions, and events sponsored by the club in the fifteen day period prior to the date of the meeting.
(2) Convocation. The date, time, and location of the meeting shall be set by the Board of Governors.
(3) Order of Business. The order of business shall be:
Call to Order
(4) Procedure. Rules governing a quorum and voting shall be as defined under Section 1 - General Membership Meetings.
Section 3. Special Membership Meetings.
In addition to those meetings required to conduct the affairs of the Club, special meetings may be needed to address specific items of concern or items in which time is of the essence.
(1) Notices. Notices of special meetings shall be mailed to the membership at least fifteen (15) days prior to the scheduled meeting date. Announcement and postings shall be made at all facilities, functions, and events sponsored by the club in the fifteen day period prior to the date of the meeting. The notices shall contain the agenda items to be discussed.
(2) Convocation. Meetings may be called by the President, the Board of Governors, or written petition of six (6) active, voting members of the Club. The request shall include the motion or define the action to be discussed.
(3) Order of Business. The order of business shall be:
Call to Order
(4) Procedure. Business shall be restricted to the motion on the floor; or, if no motion has been made to the item or action under consideration as published in the meeting notice. Rules governing a quorum and voting, including proxy voting, shall be as defined under Section 1 - General Membership Meetings.
Section 4. Meetings of the Board of Governors.
The Board of Governors or the Executive Committee shall meet at such frequency as deemed necessary to oversee the affairs of the Club.
(1) Notices. The Board may set a time and place for regularly scheduled meetings. Board members should receive an oral or written reminder of the next regularly scheduled meeting. This information will also be recorded in the minutes, which shall be mailed to the Board members prior to the next meeting. Dates of regularly scheduled meetings shall be published. Notice of cancellation of any regularly scheduled meeting may be provided by telephone or in person. Five (5) days advance written notice of any special meeting shall be mailed to the Board members. Written notice shall not be required for emergency meetings except in the case of a formal disciplinary hearing.
(2) Convocation. The Board of Governors shall meet at the call of the President or at the request of three (3) members of the Board.
(3) Order of Business. The order of business shall be:
Call to Order
(4) Quorum. Nine (9) members of the Board of Governors shall constitute a quorum for the transaction of the business of the Club.
(5) Attendance. Members of the Board of Governors are expected to attend all Board meetings as well as annual and general or special meetings of the Club. Any member in good standing may attend Board meetings, but may address any issue only if they have been recognized by the Chair. The Board may declare a meeting to be a Closed session if there is a disciplinary matter to be considered. The Board may declare a portion of any meeting to be "closed" by majority vote, and excuse any members present from that portion. The Board may also excuse any member for disruptive or unruly behavior.
(6) Records. The minutes of Board meetings shall be available for examination by the membership. The Board, upon specific motion, may seal the minutes in portion or entirely, if there is a disciplinary or other sensitive matter. The minutes of a formal disciplinary hearing may be examined only by Board members and the parties directly involved. However, in the event of an appeal to the general membership, those minutes may be offered as documentation of the facts and testimony heretofore presented.
Section 1. Board of Governors.
The Board shall consist of the Officers and the Directors.
The Officers of the Club shall be:
President
There shall be four directors.
Section 2. Responsibilities of the Board of Governors.
The Board of Governors shall have general charge of the affairs, funds and property of the Club, and it shall carry out the objectives and purposes thereof in accordance with the policies and directions of the membership.
Members of the Board must be members in good standing, and able to carry out the functions of their office.
Members of the Board of Governors shall be elected at the Annual Meeting, as specified in Article VI of these bylaws.
Section 5. Terms of members of the Board of Governors.
The Officers of the Club shall serve for one year. The Directors shall serve for two years, two (2) of the Directors being elected in each year. Terms of all members shall start at the end of the annual meeting in which they were elected.
Section 6. Duties of the Members of the Board of Governor.
(1) President. The President shall preside at all regular and special meetings of the Club or of the Board of Governors, and give such supervision to the Club as may be necessary to effect its purpose and objectives under the Constitution and By-Laws and as may be directed by the Board and the Membership. The President shall appoint Committee Chairs with the advice and subject to the approval of the Board of Governors.
(2) Vice-President. The Vice-President shall have such duties as may be assigned by the President or the Board and shall carry out the duties of the President when the President is unable to carry out those duties.
(3) Recording Secretary. The Recording Secretary shall keep a complete set of minutes of every meeting of the Club or of the Board of Governors and a record of all matters which shall be so ordered.
(4) Corresponding Secretary. The Corresponding Secretary shall attend to all correspondence, issue all notices, and have custody of the files and documents of the Club.
(5) Membership Secretary. The Membership Secretary shall:
(a) Receive and forward to the Board all applications for membership and then notify applicants of the action of the Board.
(b) Maintain a current roster of members with names, addresses, and club activities and phone numbers and distribute the roster to the members, and class rosters for members-only classes to the appropriate Training Director
(c) Notify new enrollees of the schedules and requirements for the classes and for participation in Club activities.
(d) Send dues notices, class enrollment forms, and training fee schedules to members prior to the beginning of the training year and coordinate with the appropriate Training Directors to assign members to classes for the training year.
(6) Treasurer. The Treasurer shall:
(a) Receive and disburse all funds of the Club in accordance with the policies of the Board of Governors and the By-Laws.
(b) Deposit all receipts in an account in the name of the Club in a bank approved by the Board of Governors.
(c) Maintain the books of the Club and make them available for review and independent audit as directed by the Board.
(d) Report at each regular Board meeting and General Membership meeting the current financial status of the Club and any significant receipts and disbursements since the last report.
(e) At the next Board and General Membership meeting after the end of the fiscal year, render an account of all receipts and disbursements for the prior year.
(7) Training Directors. The four Training Directors -- Obedience, Tracking, Agility, and Flyball -- shall define and coordinate the training programs and methods in each respective domain, in accordance with the policies established by the Board of Governors, and shall, with the advice and consent of the Board, schedule new classes or changes in schedules or activities whenever deemed necessary and/or advisable. Training Directors may appoint from the membership of the Club such assistants as may be required. Training Directors shall conduct and actively participate in the training programs, instructions, and demonstrations of the Club. Training Directors shall work with the Registrar Committee to see that non-member classes and events are advertised and that applicants are assigned to classes.
(8) Directors. The four Directors shall assist in the affairs of the club and participate actively in both leadership and chairing and management of committee functions as assigned by the President and approved by the Board of Governors.
Any member of the Board who is unable to fulfill the responsibilities of the position for the full term of office shall submit a written resignation to the Corresponding Secretary or be subject to the removal procedure in section 8.
A Board member may be removed from office for failure to carry out the duties of the office or to maintain good standing. Failure to maintain good standing shall include, but not be limited to, unexplained absences from three consecutive Board meetings.
After a hearing by the Board in which the Board Member shall have been given the opportunity to respond to the charges of failure to carry out the duties of the office or to maintain good standing, the Board may, by a 2/3 majority vote, declare the position vacant.
When a vacancy occurs through either resignation or removal, the Board, by a majority vote, shall appoint a successor to serve until the next regular membership meeting. Such appointment should be published as soon as possible. At the next regular membership meeting the membership shall, by a special election, either confirm this appointment or elect another person.
The President, with the approval of the Board, shall appoint committees as required to carry out the activities of the club. The following standing committees shall be chaired as indicated:
| Obedience Trial | A member in good standing |
| Tracking Trial | A member in good standing |
| Agility Trial | A member in good standing |
| Newsletter | A member in good standing |
| Registration and Publicity | A member in good standing |
| Agility Equipment | A member in good standing |
| Budget and Finance | Treasurer |
| Nominating | Any non-board member |
| Discipline | Any non-board member |
Committees shall function within the limits established by and under the overall supervision of the Board of Governors. No Committee member shall make any expenditure of funds nor any other kind of commitment of the club without the prior approval of the Board.
The election of club officers shall be held at the Annual Meeting.
Section 2. The Nominating Committee.
At least three months prior to the Annual Meeting, the Board of Governors shall appoint three (3) members of the Club to serve as the Nominating Committee. This committee shall designate one member as Chairman. Notice that the Nominating Committee is considering nominations shall be published and announced at training and other activities so that members may inform the committee of their interest in being nominated or their recommendations for consideration. The committee shall meet among themselves and nominate at least one (1) member in good standing for each of the nine (9) officers and two (2) directors at large for the Board of Governors. Members of this committee shall not nominate themselves for an office. The Nominating Committee shall confirm the willingness of each nominee to serve in the office for which they were nominated.
The slate of the Nominating Committee shall be published no less than two months before the annual election. The deadline for additional nominations must be announced in the same publication.
Section 3. Additional Nominations.
Nominations for any office may be made by a member from the floor at any Board or general membership meeting or in writing to the Nominations Committee. The Nominating Committee shall confirm the willingness of each nominee to serve in the office for which they were nominated. Members may nominate themselves. Nominations shall close four weeks prior to the Annual Meeting.
After the deadline for additional nominations has passed the Nominating Committee shall construct a ballot consisting of the final list of nominees. This ballot shall be distributed to all voting members in good standing no later than two weeks before the annual election of officers. Ballots should be constructed according to the following procedure:
(1) The Nominating Committee shall prepare a ballot package for mailing to the membership including: the ballot, listing all nominees for each office, with instructions for marking, a recording envelope on which is marked the members name, a return envelope addressed to the Corresponding Secretary and with the note "Ballot" on the lower left corner.
(2) The ballot must be marked by the member, and sealed inside the recording envelope.
(3) Ballots sealed in recording envelopes may then be mailed in the provided return envelope, placed in a ballot box set up at the training facility or membership meeting, or brought to the Annual Meeting. Ballots not in recording envelopes will not be accepted.
Section 5. Counting the Ballot.
All ballots must be received prior to the announcement by the President of the club at the Annual Meeting that the ballots are closed. The President then designates a 3 person committee (none of whom are candidates for office nor members of the Nominating Committee) as tellers to count the ballot at the meeting. A copy of the current membership list will be used to record that a member has cast a single vote as his/her recording envelope is opened and his/her ballot removed and counted. The results of the ballot count shall be announced prior to the end of the Annual Meeting.
If there is a tie for any office, the tellers shall announce there is a tie. Blank ballots shall be passed out to all voting members in good standing present at the Annual Meeting. The list of candidates for the tied position shall be announced and each voting member asked to write one candidate's name on the ballot. These ballots will then be collected and counted by the tellers. The candidate with the most votes will be announced as the winner.
Section 7. Transition of Responsibilities.
All members elected to office shall assume their responsibilities at the end of the Annual Meeting.
Dues for each category of membership and training fees shall be recommended by the Board and adopted by the membership in the Annual Meeting. The Membership Secretary shall notify the members of the current amounts due and the deadline for payment. All dues and fees shall be payable by the date specified in the fee schedule of the semi-annual budget period for which they apply. If a member's dues or fees are not paid within two months of the date on which they are due, the member shall no longer be in good standing. If the dues remain unpaid for four months after the date on which they are due, the member shall be stricken from the membership list.
The Treasurer, with the assistance of the Budget committee, shall prepare for the next budget year an Annual Budget of estimated receipts and expenditures for all programs of all committees and the Board. The requests for funds from each committee chair shall be submitted to the Budget committee on or before the dates requested and they shall serve as the basis for the Budget committees' recommended budgets. The budget shall be amended as necessary for approval by the Board and it shall be recommended by the Board to the membership for adoption at the Annual Meeting by a majority of those members present and voting.
Section 3. Authorized Expenditures.
No expenditures for any activities of the club shall be made prior to their being authorized. Amounts appropriated in the annual budget may be expended by each committee for the purpose for which they were appropriated without further approval by the Board or membership. The Treasurer shall write checks as requested by the Committee chair and shall promptly receive all invoices, receipts and other financial documents relating to any committee's expenditures as the Treasurer may deem necessary to the keeping of accurate records. For any expenditure not included in the approved budget, 1) expenditure of unbudgeted amounts up to$500 may be authorized at any Board meeting by an affirmative vote of a majority of the Board members present and voting, 2) expenditure of unbudgeted amounts from $500 up to $900 may be authorized at any Board meeting by an affirmative vote of at least seven of the Board members, and 3) expenditure of unbudgeted amounts over $900 shall be presented to the membership for approval by an affirmative vote of a majority of the members present and voting. In an emergency the board may approve, by affirmative telephone votes of at least nine members, those expenditures necessary to protect the assets and integrity of the club until the total amounts required can be approved by the procedures stated above.
Any moneys received by any member or committee in the name of the club shall promptly be transmitted to the Treasurer for deposit to the accounts of the club.
The Budget year of the club shall be set by the Board. With the approval of the Budget Committee, activities may use different budget years. The fiscal year for tax and state and federal reporting shall be the calendar year. The budget and fee schedule shall be adopted not later than the end of the second quarter of the calendar year.
Section 6. Accounting and Audits.
The accounts of the club shall be kept by the Treasurer. They shall be audited within 60 days after the close of the fiscal year by a qualified individual, other than the Treasurer, appointed by the President with the approval of the Board.
Section 7. Examination of Records.
The membership shall be entitled raise questions about and to examine the books and accounts of the club at times and places reasonably convenient for the Treasurer. Except for the auditor appointed by the President and other legally entitled entities, non-members shall not be given access to the club's records.
Grounds for discipline shall be actions by a member which are prejudicial to the purposes and interests of the club.
Charges may be brought by any member in good standing. They must be written, stating the specific actions, the consequences to the club of those actions and the names of witnesses who can confirm or refute the facts stated. The written statement shall be delivered to the Committee on Discipline. A copy shall be delivered directly by a Committee Member or through registered mail to the member charged.
A hearing shall be held by the Committee within 30 days of receipt of the written charges. The person charged shall be provided with an opportunity to challenge all statements and to present supporting witnesses. Only committee members, The Recording Secretary, the member charged and witnesses shall attend. The proceedings shall be kept confidential by all participants. An accurate recording of the minutes shall promptly be made available to the Committee.
Section 4. Committee Recommendation.
One of the following actions shall be recommended by the committee:
(1) A finding that the charges are insufficient or unfounded.
(2) A written reprimand of censure by the Board.
(3) Probation for a specified period.
(4) Suspension from membership privileges and loss of good standing for a specified period.
(5) Expulsion from membership.
No other punishments shall be invoked. The committee shall consider all of the facts presented and report their recommendation for disposition to the Board in writing within 15 days of the hearing. A copy of their report shall be delivered directly by a Committee Member or through registered mail to the member charged.
The Board shall convene a Special Board Meeting for acting on the Committee's recommendation. This may be held during a recess of a regular Board meeting or at any other time the President determines, provided that the meeting is held within 30 days after the Committee meeting. The meeting shall be closed to all non-Board members except those specifically invited to attend. The Committee on Discipline and the person charged shall be invited. The Board shall vote at that meeting on the disposition of the charges and announce the decision in the newsletter and at the next training session and membership meeting.
The member charged shall have the privilege of appealing to the membership at the next regular meeting the Board's decision to expel the member. No other actions shall be subject to appeal. A 2/3 majority of the members in good standing shall be required to overturn the decision of the Board.
Amendments may be proposed by a 2/3 majority vote of the Board or a letter to the Board signed by at least 10% of the members in good standing.
Section 2. Notification required.
The proposed amendment shall be published and distributed to the membership at least 30 days prior to the meeting at which it will be acted upon. Publication may include notice in the newsletter and announcement and posting of copies at training sessions.
The amendment shall become effective immediately upon receiving an affirmative vote of 2/3 of the members in good standing or on the date specified in the motion to amend.
Section 1. Proposal to Dissolve.
Dissolution may be proposed by a 2/3 majority vote of the Board or by a letter to the Board signed by at least 10% of the members in good standing. The proposal shall state the effective date of dissolution and recommendations for the disposition of assets. Notice of the proposal to dissolve along with a proxy statement shall be mailed in a separate envelop to all members at least 30 days prior to the meeting at which the vote to dissolve will be taken. Announcements of the proposal shall be made at all club activities at times appropriate to be heard by all members.
A proposal to dissolve shall require an affirmative vote of 3/4 of the members in good standing. Signed proxies received prior to the vote shall be counted. The motion to dissolve shall specify how equipment and facilities shall be disposed of and the charities to be recipient of any remaining funds.
Section 3. Implementation of Dissolution.
When the dissolution becomes effective the Treasurer shall pay all outstanding debts and attempt to collect any moneys due the club. The Secretary shall file any notices required by law with the appropriate agencies. Equipment and facilities shall be disposed of by the Board in conformance with the instructions of the membership. Any funds remaining shall be disbursed to charities in accordance with the instructions of the membership. No assets or funds shall inure to the benefit of any member. This does not preclude a member from purchasing equipment at a fair price as determined by the Board.