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AUSTRALIAN SHEPHERD CLUB OF AMERICA, INC.

AFFILIATE CLUB BYLAWS

 

 

BYLAWS

of

SOUTHERN NEVADA AUSSIE CLUB, INC.

 

Revised and Approved by the ASCA BOD 6/2001

 

ARTICLE I

GENERAL PROVISIONS

 

1.1 Identification.  The name of this organization is Southern Nevada Aussie Club, Inc. (SNAC).  The Club is an official Affiliated Club of the Australian Shepherd Club of America, Inc. (ASCA), and shall not affiliate with any other dog club or registry.

1.2 Address. The business/mailing address of the Club at time of adoption of these Bylaws is:

 

SOUTHERN NEVADA AUSSIE CLUB, INC.

4848 Nettie Avenue

Las Vegas, NV 89110

 

The business address of the Club may be changed at any time by a vote of the Board of Directors.

 

1.3 Non-Profit Status.

1.3.1 The Club shall not be conducted or operated for profit.  No part of any profit or remainder or residue from dues or donations to the Club shall inure to the benefit of any member.

1.3.2 The Club may not engage in any form of discrimination which adversely affects ASCA's tax-exempt status under Internal Revenue Code Section 501(c)(3).

1.4 ASCA trademarks and the like.  The names, logos, trademarks and service marks of ASCA may not be used by the Club or its members unless authorized by ASCA.

1.5 Objectives.  The objectives of the Club are:

 1.5.1 To encourage and promote the breeding of purebred Australian Shepherds in such a manner as to bring their natural qualities to the highest degree attainable.  It shall strive to educate and assist all owners of the breed to improve their knowledge of the breed and its history.

1.5.2 To protect and advance the interest of the Australian Shepherd breed and to encourage ethical  breeding practices and sportsmanlike competition at all dog shows and trials.

1.5.3 To conduct Conformation Shows, Obedience Trials, Stockdog Trials and other events under the rules and regulations of ASCA.

1.5.4 To encourage all breeders to accept the breed standard adopted by ASCA as the only standard of excellence by which the breed shall be judged.

 

ARTICLE II

ORDER OF BUSINESS AND PROCEDURES

 

2.1 Robert's Rules of Order shall govern any matter of procedure not specifically addressed by these Bylaws, unless another order of procedure is established by the Board of Directors.

ARTICLE III

MEMBERSHIP

3.1 Eligibility.

3.1.1 Membership shall be open to all persons who are in good standing with the Australian Shepherd Club of America, Inc., and the Southern Nevada Aussie Club, Inc., and who shall subscribe and adhere to the principles and objectives of this Club.  Persons who are currently suspended or expelled from ASCA may not join this Club until they are reinstated in ASCA.

3.1.2 Each applicant for membership shall apply on a form approved by the Club.  The form shall provide that the applicant agrees to abide by the Constitution, Bylaws, Rules, Regulations, Code of Ethics and Dispute Rules of both ASCA and the Club. Dues shall accompany the application. 

3.1.3 Any person who renews membership is deemed to have consented to all current terms of the Constitution, Bylaws, Registry Rules, Program Rules, Policies, Procedures and Dispute Rules of both ASCA and the Club.

3.2 Types of Membership.

3.2.1 Individual Membership - which shall be open to any individual meeting eligibility requirements and shall have one vote.

3.2.2 Dual Membership - which shall be open to any person and the resident members of their household who meet eligibility requirements. Voting memberships shall be vested in members of the family who are 18 years of age or older, and junior non-voting memberships shall be vested in members of the family who are younger than the age of 18.  Dues shall be prorated at full payment for head of household and one-half payment for all additional family members who desire membership. 

3.2.3 Junior Non-voting Membership - which shall be open to anyone under age 18 and not living with a Club member.  Dues shall be one-half of individual membership dues.

3.2.4 Honorary Life Membership - which shall be a non-paid, voting membership offered to those persons selected by unanimous vote of the Board to receive such special membership.  Honorary memberships will be offered periodically to honor a person for his/her outstanding service to this Club or to the Australian Shepherd and its fancy.

3.2.5 Subscription - any person or organization desiring membership for the sole purpose of receiving mailings of the Club.  This membership has no voting rights.

3.2.6 Membership in the Club is not transferable. 

3.3 Election to Membership Procedures. An applicant must be sponsored by a SNAC member in good standing and is admitted to membership only upon election by the Board of Directors.  The applicant will be voted upon at the next general membership meeting.

3.4 Dues.  Annual dues of an amount determined by the membership shall be payable on each January1.  Dues shall be determined by the financial needs of the Club and will be changed upon reasonable notification of members.  Fees will be prorated after the first quarter. 

3.5 Termination of Membership.

3.5.1 By Resignation - Any member may, by written request, resign from membership in the Club. Dues will not be refunded.

3.5.2 By Lapsing - Any member whose dues remain unpaid by February 1 of any fiscal year will be considered lapsed in membership. 

3.5.3 By Suspension, Expulsion - Any member who is disciplined by ASCA is deemed disciplined to the same extent by the Club.  Any member may be terminated by expulsion as provided in Article XIII of these Bylaws. 

3.5.4 Expulsion Reinstatement - Upon re-application of a former member and filed with the Secretary, the Affiliate Board of Directors may, by affirmative vote of two-thirds of the members of the Board, reinstate such former member to membership in the Club on such terms as the Board deems appropriate. The former member submitting this reinstatement application must be in good standing with ASCA.

3.6 Good Standing. A member in good standing is considered to be in good standing if they are in compliance with all the rules and regulations of ASCA and its affiliates and conduct themselves so as to advance the interest of the Club and the breed. As examples, a member is not in good standing if they have not paid dues when assessed or if they are presently under discipline imposed by ASCA or an affiliate.

ARTICLE IV

CLUB BUSINESS

4.1 Fiscal Year. The Club's fiscal year is from January 1 to December 31. The Club's official year shall begin immediately upon installation of its elected officers and end upon their termination of office.

4.2 Membership Meetings.

4.2.1 One or more general meetings shall be held a minimum of quarterly with the dates to be determined by the Board. Members shall be notified of all meetings not less than 15 days prior to the selected date.

4.2.2 The Board shall meet not less than six times yearly to conduct business of the Club. Special meetings of the Board may be called by the President at any time, with 15 days' notice to the members of the Board.

  • A. A quorum shall consist of five Directors. The presence of a quorum is necessary for all voting.  Unless otherwise specified in these Bylaws, any matter may be passed by the Board of Directors by a simple majority of those Directors present to vote. 
  • B. All meetings of the Board of Directors may be attended by the general membership except when it is considering matters of discipline. When considering matters of discipline, only members of the Board and the person whose conduct is in question may be present. 

4.2.3 Special meetings of the general membership may be requested in writing and signed by 25% of the general membership in good standing.  A special meeting may only be requested by written petition to the Board of Directors.  The petition must be given to the Board at least 30 days before the desired special meeting. The Secretary shall provide notice to the general members by telephone, fax or mail at least 15 days before the meeting.

4.3 Voting by balloting of the entire membership may only be permitted in special cases as determined by these Bylaws. 

 In cases of voting by balloting of the membership, a majority of 51% of the total Club membership roll shall be required to carry a decision. Should such balloting fail to elicit sufficient response from the membership to effect a decision, the question shall be brought before the membership present at the next general meeting of the Club and voted upon at that time.  A majority vote of those in attendance shall then be considered sufficient to effect all decisions of the Club.

ARTICLE V

THE BOARD

 The affairs of the Club shall be managed by the Board of Directors.

5.1 The Board shall consist of all officers of the Club and two additional Club members elected from the general membership. Members of the Board shall serve a one-year term of office, and shall be expected to attend a majority of meetings of the Board to affect the duties of their office.

5.2 The new Board shall assume office immediately after the meeting at which they were elected.  In the case of disputed elections, the former Board will serve until the dispute is resolved.  The new Board shall assume office immediately after a disputed election is resolved.

5.3 The Board shall be vested with general management and supervision of all Club business and affairs, and it shall be empowered to appoint such committees as may be deemed necessary to advance the work of the Club.  All committees and each of their members shall be subject to the authority of the Board, and may be terminated or replaced by the Board at any time.

ARTICLE VI

OFFICERS

The officers of the Club shall consist of the President, Vice-President, Secretary, Treasurer and Affiliate Representative.  All officers must be members in good standing of ASCA.  Persons who are currently suspended or expelled from ASCA may not run for office in this Club until they are reinstated in ASCA.

6.1 President - who shall preside over all meetings, chair the Board, and exercise supervision over all affairs and activities of the Club.  He/she shall be a member ex officio of all committees, and shall have all powers and duties normally appropriate to the office. Refer to Robert's Rules of Order for the President's voting privilege.

6.2 Vice-President - who shall assume the duties of the President during his/her absence, illness, or incapacity.  In the event of resignation or death of the President, the Vice-President shall assume the office of President for the remainder of his/her term of office, and a replacement for the Vice-President shall be appointed by the Board for a like term of office.

6.3 Secretary - who shall keep all records of the Club, record the minutes of the Board and general membership meetings, give notice to all members as may be required, and maintain all correspondence for the Club. The Secretary shall maintain within reach at all meetings copies of bylaws, special rules of order and standing rules. The Secretary shall notify officers and Directors of their election to office.

6.4 Treasurer - who shall be entrusted with all financial records and monies of the Club, shall collect dues and pay debts of the Club, and keep accurate records of all transactions under his/her supervision. Expenditures of amounts in excess of $200.00 must be approved by the President.  All funds shall be deposited in a bank designated by the Board, and he/she may be bonded, at the discretion of the Board, for an amount not to exceed the balance of funds in the Club treasury.  His/her books shall be open to inspection by the Board at all times, and he/she shall report the status of the Club's finances at each general membership meeting.  At the closing of the fiscal year, shall render a written report of the previous year's accounts to the general membership at its next meeting (or annual meeting). The Treasurer has the duty of a fiduciary to the Club.

6.5 Affiliate Representative - who shall be the Club liaison representative to the Australian Shepherd Club of America, Inc., and be empowered to represent the Club at its Board in all business and correspondence with the parent Club and its affiliates. However, all activities of the Affiliate Representative shall be subject to prior approval of the President and/or Board. He/she shall give a report of all activities of and communications with the parent Club at each general membership meeting, and he/she shall communicate all impending matters with the Board and/or the President as they arise. The Affiliate Representative is responsible for distributing all ASCA business to the Club.

6.6 Any vacancies occurring on the Board or among the officers of the Club shall be filled until completion of that term of office by a majority vote of the Board at its next regular meeting following the creation of the vacancy, except for the office of the President as provided in these Bylaws.  Any member of the Board or officer of the Club who is absent from more than half of the Club meetings shall have resigned by reason of absence.

6.7 Show Coordinators - shall be appointed by the Board of Directors.  The show coordinators are the liaison between the Club and the ASCA show office. Show coordinators sign and are responsible for all paperwork pertaining to sanctioning of all ASCA show/trial programs. This position is not considered a Board of Directors position. 

6.8 Club Records.  Each officer is responsible for maintaining records appropriate to the officer's Club business. Records must be maintained in a form easily readable, transportable and maintainable by anyone qualified for the office. All records kept of whatever nature or form are the property of the Club.  Each officer is responsible for transferring the Club's records to his successor within 14 days following an election.  Either the outgoing or incoming officer's unexcused failure to effect this transfer automatically removes that person from good standing.  If the incoming officer is the person preventing the transfer, the outgoing officer will continue in office until the transfer is complete.

6.9 Removal of a Director. A Director may be removed from office only upon an affirmative vote of 50% of the other Directors or upon two-thirds majority vote of the general members. The Director sought to be removed may not vote for this purpose. A Director may be removed from office only for cause.

6.10 Removal of an Officer.  An officer may be removed from office only upon an affirmative vote of a two-thirds majority vote of the general membership.  The officer sought to be removed may not vote for this purpose. An officer may only be removed from office for cause.

ARTICLE VII

PERSONAL LIABILITY OF MEMBERS

7.1 Except for payment of dues, no director, officer or member shall be personally liable for any past or present debt or obligations of the Club.

7.2 A member may not incur debt for the Club without approval of the Board of Directors. Such a person is personally liable for the debt.  However, the Board of Directors may ratify such a debt by a simple majority of those directors present to vote at any meeting of the Board of Directors. 

7.3 No person shall use the name, mailing list or official insignia of the Club for other than Club purposes. 

ARTICLE VIII

ANNUAL MEETING

8.1 An annual meeting may be called by the President and Board (as concurrent as possible with the election of new officers every three years). Normal conduct of this meeting shall include a report of the President on the activities of the Club's past year, a report by the Secretary on the growth of the Club, a report of the Club's financial status by the Treasurer, a report by the Affiliate Representative on ASCA affairs, a report by outstanding committee heads as directed by the President, installation of new Club officers, if applicable, and the presentation of Club awards. 

ARTICLE IX

NOMINATIONS AND ELECTIONS

9.1 Every year on or before the 1st day of October, the President shall appoint a nominating committee which shall propose and present a slate of nominees for election to all offices of the Club and its Board.  The Nominating Committee shall consist of three members in good standing, one of whom must be a member of the Board. The President may not serve on the Nominating Committee. The Nominating Committee shall select its own chairman.  Said slate of nominees shall be presented to the Board no later than the 1st day of November.

 A. No member whose dues are not paid may be a nominee.

 B. No member who has not consented to nomination may be a nominee.

 C. No member who has been suspended or expelled from ASCA may be a nominee.

9.2 During the month of November a general membership meeting shall be called to present the officer/board nominee slate, as selected by the Nominating Committee, to the membership, or notice thereof shall be presented to the membership by mail. Additional nominations shall be solicited from the membership from the floor, or by mail, at this time.  All additional nominees must consent to nomination on or before the 1st day of November to qualify for such nomination.

9.3 Elections shall be held during the month of December and shall be conducted at the December membership meeting.  Election of the nominees shall be effected by a majority vote of the ballots received at the meeting, as the single exception to Article III, Section 3.3 of these Bylaws.  Elected candidates shall assume the duties of office on or before the 31st day of December.  The agenda may also include other issues which the Board wishes to submit to a vote of the members.  (See Article XII, Section 12.2.)

9.4 Nominations and elections cannot be made in any manner other than as provided herein. 

9.5 Combined Positions.

 A. Treasurer and Secretary may be combined along with the Membership Chairperson.

 B. Affiliate Representative may be combined with any position.

    • C. These positions may be combined by the total number of Board of Director members, which may not fall below seven. This being the case, more Board members may be elected to fill the vacancy. 

ARTICLE X

CONTRACTS, CHECKS, DEPOSITS AND FUNDS

10.1 All financial accounts shall be in the name and to the credit of the Southern Nevada Aussie Club, Inc. The accounts shall be maintained in a federally insured financial institution located in the county where the Club conducts all or a majority of its business. 

10.2 All disbursements shall be made by check signed by the Treasurer and/or either the Secretary or the President. 

10.3 The Board of Directors may authorize one or more officers of the Club to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Club, and such authority may be general or confined to specific instances.

10.4 All funds of the Club shall be deposited in a timely manner to the credit of the Club in the accounts specified in Section 10.1.

 

ARTICLE XI

CREATION AND TERMINATION OF COMMITTEES

11.1 Subject to approval by the Board of Directors, the President may appoint permanent or temporary committees to advance the work of the Club.

 

  • A committee may be terminated by an affirmative majority vote of the Board of Directors.

ARTICLE XII

BYLAW AMENDMENTS

12.1 Amendments to the Bylaws may only be accomplished by a vote of the membership of the Club.  Amendments may be proposed by the Board of Directors or by written petition signed by 20% of the members of the Club in good standing and addressed to the Secretary. 

12.2 Amendments must be submitted by a vote of the members within three months of any meeting of the Board of Directors in which the amendments were considered. Amendments proposed by petition must be accompanied by recommendations of the Board when published in the agenda for the election. (See Article IX, Section 9.3.)

12.3 Proposed amendments to these Bylaws must be approved by ASCA before a final Club vote on the amendment(s) is initiated. 

 

ARTICLE XIII

DISPUTES AN D DISCIPLINE

13.1 Disputes between Club members, between a member and the Club or involving non-members and pertaining to Club affairs or a Club-sanctioned event, shall be decided in accordance with the Dispute Rules as adopted by ASCA.  Any discipline or sanctions issued or administered by the Club shall be in conformity with such rules.

13.2 Any member who is suspended from the privileges of the Australian Shepherd Club of America, Inc. automatically shall be suspended from the privileges of this Club for a like period.

13.3 Members of the Club and non-member participants in Club activities must agree to abide by all rules and procedures adopted by ASCA and those adopted by the Club.  Forms for application for membership and for participation in Club activities shall so state.  Such rules and procedures include, but are not limited to, these Bylaws, ASCA's Bylaws, the ASCA Show, Obedience and Stockdog Rules and Regulations, Registry Rules and ASCA's Dispute Rules.

13.4 All members shall be expected to conduct themselves in a manner which shall uphold the principles of the Club as stated in the constitution, and may, by actions contrary to its ideas, be subject to disciplinary action of the Board.

ARTICLE XIV

DISSOLUTION

The Club may be dissolved at any time by written consent of at least three-fourths of the members in good standing. 

14.1 In the event of dissolution, whether by voluntary means, involuntary means, or by operation of law, none of the property, funds, assets or proceeds thereof shall be distributed to any member of the Club unless such distribution is to discharge an undisputed and properly documented obligation of the Club to the member.  All remaining Club property, funds, assets or proceeds thereof must be donated to the benevolent animal organization known as the Clark County Humane Society. 

14.2 Funds which are subject to dispute involving the Club will be deposited in the ASCA Dispute Funds Trust. At resolution of the dispute, the amount in dispute will be either disbursed to the appropriate claimant or transferred to the Clark County Humane Society.

14.3 Written notification of the dissolution must be given to ASCA before the effective date.

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