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CONSTITUTION and BY-LAWS
ARTICLE 1: NAME
1.1 The name of the Club shall be Leonberger Club of Ontario (hereinafter referred to as LCO or the Club) whose area of operation shall be throughout the province of Ontario.
ARTICLE 2: LOGO AND NAME RIGHTS 2.1 Except for the Club itself, the use of the Leonberger Club of Ontario logo and/or name is prohibited for use by any Club member or group of members without prior approval of the Board of Directors of the Club.
ARTICLE 3: OBJECTS
3.1 The objects of the Club shall be:
a) to encourage and promote quality in the breeding of the Leonberger and to do all possible to bring their natural qualities to perfection;
b) to urge members and breeders to accept the standard of the breed as approved by The Canadian Kennel Club as the premier standard of excellence;
c) to do all in it’s power to protect and advance the interest of the breed and to encourage sportsmanlike competition at any and all events;
d) to conduct sanctioned and approved events under the rules of The Canadian Kennel Club and to abide by the principles of The Canadian Kennel Club Code of Ethics;
e) The Club shall be operated on a non-profit basis. Any resulting surplus shall not be used to the benefit of any member of the Club;
f) to keep all members informed by publishing and circulating a club newsletter and / or bulletin at least four times each calendar year;
g) the members of the Club shall adopt and may from time to time revise such by-laws as may be required to carry out these objects.
ARTICLE 4: MEMBERSHIP
4.1 Membership Year
Membership in the club shall be based on the club’s fiscal year, which runs from August 1st to July 31st
Those members who join or who are awarded membership (Complimentary members) after April 1st of the calendar year shall be deemed current until July 31st of the following calendar year.
4.2 Eligibility
Membership shall be open to all persons eighteen (18) years of age and older who are eligible for membership in The Canadian Kennel Club, and who subscribe to the purposes of the LCO.
4.3 Types of Membership
There shall be four (4) types of memberships. They are as follows:
a) Regular membership : Open to all individuals of Ontario and Canada, eighteen (18) years of age or older, who are in good standing with, or eligible for membership to, the Canadian Kennel Club and who subscribe to the purposes of the LCO. Membership shall include a subscription to the Club newsletter and / or bulletins.
b) Family membership : Open to all individuals of Ontario and Canada, to a maximum of two (2) individuals who are eighteen (18) years of age or older, residing at the same address and who are in good standing with, or eligible for membership to, the Canadian Kennel Club, and who subscribe to the purposes of the LCO. Family membership dues shall be at a reduced rate compared to the regular membership rate, but each regular family membership subscription shall be entitled to only one (1) Club newsletter and / or bulletin per issue.
c) International membership : Open to all non-residents of Canada, eighteen (18) years of age or older, and who subscribe to the purposes of the LCO. Membership shall include a subscription to the Club newsletter and / or bulletins.
d) Complimentary membership : Open to all individuals who have purchased a puppy from a LCO Member Breeder. Complimentary memberships are valid for a period of one year, with the exception outlined in Section 4.1, and shall include a subscription to the Club newsletter and / or bulletins. Complimentary members have the option of renewing their membership at the end of the Club year (July 31st ), in accordance with regular renewal requirements outlined in Section 4.4 Dues.
All regular members will be encouraged to join The Canadian Kennel Club.
4.4 Dues
Dues shall be determined by the Board according to membership type. Membership dues shall be payable on or before the 1st day of August of each year. During the month of May, the Secretary shall send each member a statement and request for payment of his or her dues for the ensuing year.
4.5 Application for Membership
Each applicant for 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 by-laws, code of ethics and rules of The Canadian Kennel Club and the LCO. Accompanying the application, the prospective member shall submit dues payment for the current year.
4.6 Approval of Membership
The names of each new applicant will appear in the next official Club publication following the date of application and, if no protest is filed within sixty (60) days of publication, automatically will be granted membership.
4.7 Rejection of Membership
Any member in good standing may protest the acceptance of a prospective member by setting forth his reasons to the Club Secretary in a written communication which must be received by the Secretary within the allotted sixty (60) days. Such protests will be referred to a committee appointed by the Board of Directors. Upon completion of an inquiry, and after consideration of the facts developed, the committee will report its findings to the Board who will act upon the application. Two-thirds (2/3) of the entire Board shall be required to elect or reject an applicant who has been protested. Any applicant that has been rejected must be provided with a reason for such rejection. An application which has received a negative vote by the Board may be appealed by any member in good standing at the Annual General Meeting of the Club. The reasons for the applicant’s rejection will be presented and reviewed by the members present at the meeting and the membership may, by secret ballot, elect such applicant by a favorable vote of two-thirds (2/3) of the members present.
4.8 Termination of Membership
a) membership may be terminated as follows:
1) Resignation. Any member in good standing may resign from the Club upon providing written notice to the Secretary. 2) Lapsing. A membership will be considered as lapsed and automatically terminated if such member’s dues remain unpaid sixty (60) days after the first day of the fiscal year (September 30th). 3) Expulsion. A membership may be terminated by expulsion as provided in Section 11.5 of these by-laws.
ARTICLE 5: VOTING
5.1 New Club members must be members for one full fiscal year of the Club to be eligible to vote. Unpaid membership dues shall constitute denial of voting privileges.
5.2 Each eligible member shall have one (1) vote in all Club elections, and matters of significance to all members, as outlined in Section 12.2
ARTICLE 6: MEETINGS
6.1 The Annual General Meeting of the Club shall be held within 90 days following the Club’s fiscal year end (July 31) at a place, date and hour designated by the Board of Directors. Written notice of the Annual Meeting shall be sent by the Club Secretary or a duly appointed representative of the Board, to each member at least sixty (60) days prior to the date of the meeting. Notification to the members shall be by mail, e-mail or facsimile (hereinafter referred to as electronic means), as determined by the Board of Directors. The quorum for the Annual Meeting shall be two-thirds (2/3) of the total current eligible membership, all of who must be in good standing with the Club.
6.2 Special General Club Meetings
a) The Board may call a special general meeting of the club at any time by providing such notice to the membership.
b) The Board is obligated to call a special general meeting, upon the Secretary receiving formal request. Such request must be signed by at least two thirds (2/3) of the members in good standing.
c) Such meeting shall be held at such place, date and hour as may be designated by the Board of Directors. Written notice of such meeting shall be mailed by the Secretary at least thirty (30) days and not more than forty-five (45) days prior to the meeting. Notification to the members shall be by mail or electronic means, as determined by the Board of Directors. The notice of the meeting shall state the purpose of the meeting and no other club business may be transacted. The quorum for such a meeting shall be two thirds (2/3) of the members in good standing. 6.3 Voting at the Annual General meeting or at a Special General meeting of the Club shall be limited to those members in good standing (ref: Section 5.1) who are present at the meeting. Voting by proxy shall not be permitted. 6.4 Board Meetings The first meeting of the Board shall be held as soon as practical following the election of the new Board members. Other meetings of the Board of Directors shall be held at least once quarterly, at such times and places as are agreed to by a majority vote of the Board. Notice of such meetings shall be sent by the Secretary or a duly elected representative of the Board to each member of the Board at least thirty (30) days prior to the date of the meeting. Notification to the Board members shall be by mail or electronic means. The Board will also be active throughout the year by communicating and conducting business via motions voted on by all Board members.
a) The Board of Directors may conduct its business (voting) in person at meetings, through mail, by teleconference, or electronic means.
b) The quorum for a Board meeting shall be a majority of the Board.
c) Meetings of the Board shall be open to members of the Executive, with the exception of the Annual General Meeting and Special General Club Meetings as outlined in Section 6.1 and 6.2 which shall be open to all members. All Club business conducted by the Board of Directors must be commemorated by minutes and made available to all members.
Any member may put forward a motion to discuss club business at a meeting of the Board by submitting their motion, in writing via mail or electronic means, to the Secretary. The motion will be presented to the Board of Directors and allowance will be made for the member to present their motion for discussion at the subsequent meeting of the Board. The Secretary shall notify the member of the date and time of the meeting at least thirty (30) days prior to the date of the meeting. Notification shall be by mail or electronic means.
d) Order of Business
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 Committee(s) Election of New Officers and Board (At Annual General meeting) Unfinished business New business Adjournment
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 7: BOARD OF DIRECTORS
The Board
7.1 The Board of Directors shall be comprised of the Officers (President, Vice-President, Secretary and Treasurer) and Directors (as required in the club policy) all of whom shall be residents of Ontario and members in good standing with the Club and The Canadian Kennel Club. They shall be elected for a two year term as provided and shall serve until their successors are elected. General management of the Club’s affairs shall be entrusted to the Board of Directors.
7.2 Officers and Duties
The officers of the club shall be the President, Vice-President, Secretary and Treasurer. All must be residents of Ontario and members in good standing with the LCO and The Canadian Kennel Club.
The President shall:
a) chair all Board and General meetings of the Club as outlined in ARTICLE 6 b) be Chief Executive Officer c) automatically be a member of all committees d) with the aid of the Secretary have charge of all external correspondence e) give a deciding vote when equality is reached in any voting f) carry out any other such duties as are prescribed in these by-laws.
The Vice-President shall:
a) assume the duties and exercise the responsibilities of the President upon the direction of the President or in such case as the President is unable to carry out the duties and responsibilities of the President.
The Secretary shall:
a) keep a record of all Board and General meetings of the Club and of all votes taken in the order of business b) receive and send correspondence on behalf of the club to notify members of meetings c) notify new members of their membership status d) notify Officers and Directors of their election to office e) keep a roll of the current members of the Club complete with mailing addresses, telephone and fax numbers and e-mail (if applicable) f) carry out other such duties as are prescribed in these by-laws.
The Treasurer shall:
a) collect and receive all revenues of the Club and shall deposit same in a club bank account as approved by the Board, in the name of the Club b) withdraw or issue funds on behalf of club activities c) co-sign all cheques, with the President or Vice-President or other Board appointed officer d) ensure that the books of the club shall be open to inspection to the Board at any time and a financial report be provided at every meeting of the Board and every annual general meeting of the club. e) ensure that a complete audit of the Club’s books are conducted annually by two persons duly appointed by the Board.
7.3 Vacancies
Should a vacancy occur on the Board, the Board may appoint a member of the club to fill the vacancy from among the general membership. Members appointed to office by the Board shall be in an acting interim capacity until the following election, at which time the member may choose to run for office as outlined in Section 9.2 (a) and (b). Should a vacancy occur in the office of President, such vacancy shall be filled automatically by the Vice-President and the resulting vacancy in the office of Vice-President shall be filled by a majority vote of the Board.
7.4 Terms of Office
The elected Officers and Directors shall take office on August 1st of the election year. Each of the former Board members shall turn over to his successor in office, all properties and records relating to that office within thirty (30) days of the new fiscal year.
ARTICLE 8: CLUB YEAR The Club’s fiscal year shall begin on the 1st day of August and end on the 31st day of July.
ARTICLE 9: ELECTIONS
9.1 The Election of Officers and Directors shall be conducted by secret ballot. Ballots to be valid must be received by the Secretary (or an independent individual or firm designated by the Board) at or before the Annual General meeting. Ballots shall be counted at the meeting by three inspectors of election who are members in good standing and not members of the current Board or candidates on the ballot.
The person receiving the largest number of votes for each position shall be declared elected. If any nominee is unable to serve for any reason, such nominee shall not be elected and the vacancy so created shall be filled by the new Board of Directors in the manner provided by Section 7.3.
a) Officers – The officers of the club shall be elected by the members of the club;
b) Directors – The Directors of the club shall reside in the region that they are representing and shall be elected by the members residing in that region.
9.2 Nominations
a) No person may be a candidate in a club election who has not been nominated in accordance with these by-laws. No person may be a candidate in a club election for the office of President, Vice President, Secretary, Treasurer or Director at Large who has not been a member in good standing of the Leonberger Club of Ontario for a period of less than two (2) fiscal years. No person may be a candidate for the office of Regional Director who has not been a member in good standing of the Leonberger Club of Ontario for a period of less than one (1) fiscal year. A Nominating Committee shall be chosen by the Board of Directors ninety (90) days prior to the Club’s fiscal year end. The Committee shall consist of three members from different areas of Ontario and two alternate, all members in good standing, no more than one of whom may be a member of the current Board of Directors. The Board shall name a Chairman for the Committee. The Nominating Committee may conduct its business by mail, e-mail or fax.
b) Memberships held by individuals who reside outside the province of Ontario are ineligible to run for election or hold office, but may serve on committees.
c) The Nominating Committee shall nominate from among the eligible members of the Club one candidate for each office and for each other position on the Board of Directors and shall procure the acceptance of each nominee so chosen. Candidates shall not be nominated for more than one office or position. The Committee shall then submit its slate of candidates to the Secretary who shall mail the list, including the full name of each candidate and the region in which she/he resides, to each member of the Club on or before ninety (90) days prior to the Club’s fiscal year end, so that additional nominations may be made by the members if they so desire.
d) Additional nomination of eligible members may be made by written petition addressed and sent to the Secretary by mail or electronic means on or before ninety (90) days prior to the Club’s fiscal year end signed by three members and accompanied by the written acceptance of each such additional nominee signifying her/his willingness to be a candidate.
e) If no valid additional nominations are received by the Secretary on or before ninety (90) days prior to the Club’s fiscal year end, the Nominating Committee’s slate shall be declared elected and no balloting will be required.
f) If one or more valid additional nominations are received by the Secretary on or before ninety (90) days prior to the Club’s fiscal year end, the Secretary or a representative duly appointed by the Board shall mail to each member in good standing a ballot listing all of the nominees for each position in alphabetical order, with the name of the region in which they reside, together with a blank envelope and return envelope addressed 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 making her/his ballot, shall seal it in the blank envelope which in turn shall be placed in the second envelope addressed to the Secretary. The ballots shall be returned by a deadline determined by the Club Secretary. Said deadline must be within 30 days of the Club’s fiscal year end. The marked ballots shall be returned to an Election Inspector, which will usually be the CKC Director of the CKC Zone where the Secretary resides, or a representative duly appointed by the Club’s Board of Directors. The Inspector shall check the returns against the list of members whose dues are paid for the current year prior to opening the outer envelopes and removing the blank envelope, and shall certify the eligibility of the voters as well as the results of the voting.
g) A majority of voting members shall prevail.
h) Notification of the results of the election shall be made known to the general membership on or before the Club’s fiscal year end. Notification will be sent by the Club Secretary by mail or electronic means, as determined by the Board of Directors.
i) Nominations cannot be made in any manner other than as provided above.
ARTICLE 10: COMMITTEES
10.1 Standing Committees
The Board may each year appoint standing committees to advance the work of the Club in such matters as Conformation shows, obedience trials, trophies, annual prizes, membership and other fields which may well be served by committees. Such committees shall always be subject to the final authority of the Board. Ad hoc committees may from time to time be appointed by the Board to aid the Board with specific projects.
10.2 Committee Appointments
Any committee appointment may be terminated by a majority vote of the Board upon notice being sent to the appointee. Said notice may be sent by mail or electronic means, at the Board’s discretion. The Board may appoint a successor to the person whose services have been terminated.
ARTICLE 11: DISCIPLINE
11.1 Canadian Kennel Club Suspension
Any member who is suspended, debarred, expelled or deprived of privileges from the privileges of The Canadian Kennel Club automatically shall be suspended from the privileges of this Club for a period to be determined by the Board of Directors.
11.2 Complaints
a) Any member may lay a complaint against a member for alleged misconduct prejudicial to the best interests of the Club or the breed. Written complaints containing details of the alleged misconduct must be filed in duplicate and mailed to the Secretary, together with a deposit of $50.00 which shall be forfeited if the defendant is found not guilty at a hearing of the Board or of a committee duly appointed for this purpose.
b) The Secretary, upon receiving such a complaint, within thirty (30) days shall forward by registered mail a copy of the complaint, along with a notice of hearing to the defendant, the complainant and each member of the Board or appointed committee.
c) The Complainant and Defendant will be required to submit their evidence to the Secretary no later than fourteen (14) days prior to the date of the hearing. If evidence is sent by electronic means, it is the responsibility of the Complainant and Defendant to ensure that it has been received in its entirety by the Secretary.
d) The Secretary shall send a copy of all the evidence to the Defendant, the Complainant and each member of the Board or appointed Committee no later than ten (10) days prior to the date of the hearing. The evidence may be sent by mail or by electronic means, at the Secretary’s discretion.
e) The hearing date shall be set no later than ninety (90) days from date of receipt of the complaint. If the hearing is held by the Board a minimum of four (4) members of the Board must be present. In the event that the hearing is held by a committee, at least a majority of the appointed committee shall be present.
f) Should a complaint be laid against the Secretary, then the President shall act in accordance with these by-laws.
11.3 Hearing
The Board or appointed Committee shall ensure that both the complainant and the defendant are treated fairly and in accordance with the rules of natural justice. Should the complaint be sustained after hearing all the evidence and testimony presented by the Complainant and Defendant, the Board or Committee may, by a majority vote of those present, impose an appropriate penalty. The Secretary or President shall then notify each of the parties of the decision within thirty (30) days of the decision, and shall arrange for the findings to be published to the general membership.
11.4 Appeal
Both the Complainant and Defendant have the right to appeal the findings of the Board or Committee following a disciplinary hearing only provided there is new evidence to support such an appeal, and provided the evidence was unavailable through no fault of the Complainant or Defendant at the time of the original hearing. Appeals must be sent, in writing, together with a copy of the new evidence for consideration, to the Secretary or President within fourteen (14) days of the date of the decision. Upon review of the new evidence the Board may, at its discretion, arrange for a new hearing.
11.5 Expulsion
a) With the exception of an appeal being filed by the defendant as outlined in Section 11.4, failure to comply with the conditions or penalty following a disciplinary hearing, and within the requisite timeframe, will automatically result in recommendation by the Board or Committee for that member to be expelled from the Club.
b) Expulsion of a member from the Club shall be accomplished only at the Annual General Meeting of the club or a special meeting called expressly for the purpose and as outlined in Section 6.2, following a proper hearing and upon recommendation of the Board or Committee in accordance with Section 4.8 of these by-laws.
c) The President shall read the complaint and report the findings and recommendations of the Board or appointed committee, and shall invite the defendant, if present, to speak on her/his own behalf at the meeting. The meeting shall then vote by secret written ballot on the proposed expulsion. A two thirds (2/3) vote of those present shall be necessary for expulsion.
d) Members recommended for expulsion shall automatically have their Club privileges suspended pending the outcome of the vote at the meeting.
e) Any member who is expelled from the CKC shall automatically be expelled from the LCO.
ARTICLE 12: AMENDMENTS
12.1 Proposal for Amendments
The Board may, from time to time, make motions concerning matters of significance to all members. This may involve such things as propositions concerning any topic pertaining to club business or any needed changes to the Club’s Constitution and By-Laws, etc. The Board may, at its discretion, form committees specifically for this purpose. These committees will present their proposals and suggestions, in writing, to the Board. In turn, the Board will discuss them thoroughly before any final proposals are sent to the membership for voting.
Amendments to the constitution and/or by-laws may also be proposed by written petition addressed to the Secretary and signed by ten members in good standing. Amendments proposed by such petition shall be considered by the Board of Directors at the next regular meeting and must subsequently be presented to the members of the club with the recommendations of the Board within ninety (90) days of the date when the petition was received by the Secretary
12.2 Amendment by Vote
The Constitution and/or By-Laws may be amended at any time, provided that a copy of the proposed amendment is forwarded, at the discretion of the Board, either by mail or electronic means, to each member in good standing on the date of the mailing or electronic forwarding. In the event the proposed amendment is mailed, it will be accompanied by a ballot on which will be indicated his/her choice for or against the action. Dual envelope procedures shall be followed in handling such ballots. Whichever means is utilized, notice shall specify a date not less than thirty (30) days from either the date of mailing or the date of electronic forwarding that the ballots or electronic responses must be returned to the Secretary to be counted. A two-thirds (2/3) vote of all eligible members shall be necessary to effect any amendments to all matters of significance to all members as outlined above.
12.3 Canadian Kennel Club Approval
No amendment to the constitution and/or by-laws becomes effective until approved by the Canadian Kennel Club.
ARTICLE 13: DISSOLUTION
The Club may be dissolved at any time by the written documented consent of at least two thirds (2/3) of the eligible voting members; proxies are not permitted. In the event of the dissolution of the Club, other than the 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 dogs such organization being selected by the Board of Directors.
By-Laws Revised June 2011 ( pending as per Sec. 12.3 )
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Page Last Updated June 13, 2011 |
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Leonberger Club of Ontario
