Constitution & By-Laws American Polish Lowland Sheepdog (aka APONC) Constitution Article I Name and Objectives Section 1 The name of the Club shall be the AMERICAN POLISH LOWLAND SHEEPDOG CLUB, a.k.a. APONC (hereafter called APONC or the Club). Section 2 The objectives of the Club shall be to: · encourage and promote quality breeding of purebred Polish Lowland Sheepdogs and to do all things possible to bring their natural qualities to perfection. · encourage the organization of independent local American Polish Lowland Sheepdog Specialty Clubs in those localities where there are sufficient fanciers of the breed to meet the requirements of the American Kennel Club and the Club. · urge members and breeders to accept the standard of the breed as approved by the American Kennel Club as the only standard of excellence by which the Polish Lowland Sheepdog shall be judged. · do all in its power to protect and advance the interests of the breed and to encourage true exemplary sportsmanship at matches, dog shows, obedience trials, and performance events. · conduct specialty shows, obedience trials and performance events under the rules and regulations of the American Kennel Club. Section 3 The Club shall not be conducted or operated for profit and no part of any profits or remainder or residue from dues or donations to the Club shall inure to the benefit of any member or individual. Section 4 The members of the Club shall adopt and may from time to time revise such Bylaws as may be required to carry out these objectives. Section 5 The use of the Club emblem or name in any form of advertising by any member or group of members is expressly prohibited except by the Club itself, without written approval of the Board of Directors (Board). AMERICAN POLISH LOWLAND SHEEPDOG CLUB (aka APONC) Bylaws Article I Membership Section 1. Eligibility: There shall be five (5) classifications of membership as follows: · Individual Membership: shall include any individual eighteen years of age or older who is presently an owner or co-owner of a Polish Lowland Sheepdog or has owned within the last five years and who enjoy all the privileges of the Club including the right to vote and hold office. · Household Membership: shall be open to two persons eighteen (18) years of age or older occupying the same residence who are presently owners or co-owners of a Polish Lowland Sheepdog or has owned within the last five years. Both members holding Household Membership shall enjoy all the privileges of the Club, including the right to vote and hold office, but, only one newsletter will be sent to each household. · Life Membership: Election to Life Membership status is at the discretion of the Board of Directors and is awarded for meritorious service to the Club and/or in recognition of long time membership (20+ years) in good standing. Life Members shall enjoy all the privileges of the Club, including the right to vote and hold office. A Life Member shall not be assessed dues from the point of award forward. · Junior Membership: is open to any person between ten and seventeen (10-17) years of age. Junior members may not vote, hold office, or be counted in determining a quorum. A Junior member owning or co-owning a PON shall automatically become a Regular member with all of the rights and privileges attached thereto upon reaching eighteen (18) years of age. · Newsletter Membership: shall include any individual eighteen (18) years of age or older who has an interest in the Polish Lowland Sheepdog but does not own a Polish Lowland Sheepdog. Newsletter members can not vote or hold office and do not count in the determination of a quorum. Dues are set to cover the cost of printing and postal expenses. · Foreign Membership: shall be open to any individual not residing in the United States who has an interest in the Polish Lowland Sheepdog. Foreign members can not vote or hold office and do not count in the determination of a quorum. Current and prospective members must be in good standing with the American Kennel Club and subscribe to the purpose of the American Polish Lowland Sheepdog Club. Section 2. Dues: The Board shall establish the membership dues of the Club on an annual basis not to exceed: $100. The Treasurer, pursuant to the decision of the Board, shall mail in October “Statement of Dues” for the ensuing year to each member. Such dues shall be payable on or before January 1. Such a notice shall be inserted in the fall edition of The Herder, or successor publication. Any member whose dues are unpaid for the current year shall not be entitled to vote. Section 3. Election to Membership: Each applicant for membership shall apply on a form approved by the Board which shall require that the applicant agrees to abide by the constitution, bylaws, and the rules of the American Kennel Club. The application shall state the name and address of the applicant(s). It shall carry the signature endorsement of two members in good standing. The prospective member shall submit dues payment, in U.S. currency, for the current year with the application. Applicants shall be approved or rejected at a meeting of the Board or by secret vote of the Board by mail. Affirmative votes of two thirds (2/3) of the entire Board shall be required to approve an applicant. Consideration shall be given within forty five (45) days of receipt of the application by the Secretary. An application, which has received a negative vote by the Board, may be presented by one of the applicant’s endorsers at the next annual meeting of the Club. The members may elect such applicant by secret ballot and a favorable vote of seventy five percent (75%) of the individual, life and household members present. Applicants for membership who have been rejected by the Club may not reapply within twelve (12) months after such rejection. Membership dues will be prorated based on submission date of application. Section 4. Termination of Membership: Membership may be terminated as follows: By resignation: Any member in good standing may resign from the Club upon written notice, including fax or electronic mail, provided the email address is readily identifiable and verifiable, to the Secretary. By lapsing: A member will be considered lapsed and automatically terminated if such member’s dues remain unpaid sixty (60) days after January 1 of each year. A lapsed member who is subsequently reinstated shall be considered the same as a new member and shall be subject to the ninety (90) day waiting requirement for purposes of voting (Article IV, Section 2.) and the two (2) year waiting requirement for purposes of holding office (Article III, Section 1). (c) By expulsion: A membership may be terminated by expulsion as provided in Article VI of these bylaws. Article II Meetings Section 1. Annual Meeting: The Annual Meeting of the Club shall be held in conjunction with the Club's specialty show at a place, date, and hour designated by the Board of Directors. Notice of the annual membership meeting shall be published in The Herder or its successor. Should The Herder or its successor publication be delayed, the secretary shall mail a written notice of the meeting to each member at least thirty (30) days prior to the date of the meeting. A quorum shall constitute ten percent (10%) of the individual, household and life members in good standing. Guests may attend the annual meeting but may not speak or vote. Section 2. Special Club Meeting: Special Club meetings may be called by the President, or by a majority vote of the members of the Board, or by the Secretary upon receipt of a petition signed by ten percent (10%) of the individual, household and life members of the Club in good standing. Such meetings shall be held at such a place, date and hour as may be designated by the Board. The Secretary shall mail a written notice of such a meeting at least fourteen (14) days and not more than thirty (30) days prior to the meeting. The notice of the meeting shall state the purpose of the meeting and no other Club business may be transacted. A quorum is ten percent (10%) of the individual, household and life members in good standing. Section 3. Board Meeting: The first meeting of the Board shall be held within ten (10) days of the election. Other meetings of the Board shall be held, no less than quarterly, at such times and places as are designated by the President or by majority vote of the entire board. Notice of each meeting shall be sent by the Secretary to each Board member at least ten (10) days prior to the date of the meeting, unless heretofore agreed to by all Board members. The quorum for a Board meeting shall be a majority of the Board. Section 4. The Board may also conduct business (voting) by telephone conference call, mail, e-mail or provided it does not conflict with any other provision of these bylaws. When conducting business every Board member must agree to participate in the prescribed manner and be provided with the means to participate; the ability to verify that participants are Board members must be in place; and the ability exists to verify that Board members are “listening”. The Secretary must document that such procedures were in place. If any Board member, contrary to the record, attests that he/she was not the person participating or was not provided with the means to participate, the AKC may have no option but to nullify any action taken. Section 5. Proxy voting is prohibited. Article III Directors and Officers Section 1. Board of Directors (Board). The Board shall be comprised of the President, Vice-President, Secretary and Treasurer and three others, all of whom shall be members in good standing for at least two (2) years immediately preceding their nomination and who are residents of the United States. Not more than one member of a household shall serve on the Board at one time. The Board shall be elected for two-year terms in accordance with Article IV. General management of the Club's affairs shall be entrusted to the Board. Section 2. Officers. The 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. · 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 the President in addition to those particularly specified in the bylaws. · The Vice-President shall have the duties and exercise the powers of the President in case of the President’s death, absence, or incapacity. · The Secretary shall keep a record of all meetings of the Club and of the Board and of all matters of which a record shall be ordered by the Club. The Secretary shall have charge of the correspondence, notify members of meetings, notify new members of their approval to membership, notify officers and directors of their election of office, keep a roll of all members of the Club with their addresses and carry out such other duties as are prescribed in these bylaws. · The Treasurer shall collect and receive all monies due to and belonging to the Club. The Treasurer shall deposit the same in a bank designated by the Board, in the name of the Club. The Treasurer’s books shall be open at all times to inspection by the Board. The Treasurer shall report to the Board the condition of the Club’s finances at each meeting, provide a written quarterly financial report to the Board and shall render an annual report to the membership of all monies received and expended during the previous fiscal year, to be published in the Spring edition of the Herder. The Treasurer shall be bonded in such an amount as the Board of Directors shall determine. · The AKC Delegate, appointed by majority vote of the Board, may regularly attend all American Kennel Club delegate meetings and shall report, to the Board, the results of such meetings. The term of Delegate need not be a member of the APONC Board, but is not precluded from being a member. The AKC delegate shall be a two year term to coincide with the elected Board. Section 3. Vacancies. Any vacancies, other than the President, occurring on the Board, directors or officers, during the year shall be filled until the next annual election by a majority vote of all members of the Board at its first regular meeting following the creation of such vacancy, or at a special meeting of the Board called for that purpose. A vacancy in the office of the President shall be filled automatically by the Vice-President and the resulting vacancy in the office of the Vice-President shall be filled by the Board. Any Officer or Director who fails to participate in two (2) consecutive Board meetings, or to participate in any four (4) meetings held in accordance with Article II, Section 4 during any twelve month period, shall be under review for possible removal from office. A replacement to serve the removed Director’s or Officer’s remaining term shall be appointed in accordance with the preceding paragraph. Article IV The Club Year, Voting, Nominations, Elections Section 1. The Club Year. The Club's fiscal year shall begin on the first day of January and end on the thirty-first day of December. Subsequent to being elected, the elected officers and directors shall assume office on October 15 of the year on which elected, or immediately upon appointment in the event of a vacancy and each retiring officer shall turn over to the successor in office all properties and records relating to that office at the time or within thirty days thereafter. Section 2. Voting. At the annual meeting, or at a special meeting of the Club, voting shall be limited to those individual, life and household members in good standing who are present at the meeting, except for the annual election of officers and directors and amendments to the constitution and bylaws and the standard for the breed which shall be decided by written ballot cast by mail. Amendments to the constitution and bylaws and the standard for the breed require the affirmative vote of two thirds (2/3rd) of the ballots cast by not less than twenty five percent (25%) of the individual, life and household members in good standing. The Board may decide to submit other specific questions for decision of the members by ballot cast by mail. An individual, household or life member to be eligible to participate and/or vote at any Club meeting, or to participate in any mail-vote, must have paid their dues currently, be a member for at least ninety (90) days prior to the mailing of the ballot and must not have been suspended under Article VI. Whenever a mail-vote is required, notice of such mail-vote shall be given in writing by depositing the same in the United States Postal Mail, addressed to each member in good standing, at such address as appears in the books of the Club. Such notice shall be deemed to have been given at the time when the same was then mailed. The envelope containing the ballot shall be clearly marked “BALLOT” on the exterior of the envelope. The Secretary will report the results of all membership votes to the board and publisher of The Herder, or its successor, for publishing in the next issue. The vote count will be included. Section 3. Officer Election. The election of Officers and Directors shall be conducted by secret ballot. The Board shall select, at the time of appointing the nominating committee, an independent professional inspector(s) of election (NPA, Notary, Lawyer, CPA) to count the returned ballots and certify the results. The inspector(s) must not have any conflict of interest arising from these duties or any relationship with a Board member or nominee. Section 4. Nominations. No person may be a candidate in a Club election who has not been nominated in accordance with these bylaws. The Board shall choose, by June 1, a nominating committee of individual, household or life members in good standing who have been members for the two (2) years immediately preceding their appointment. The committee shall consist of three (3) members from different regions of the USA, if possible, as designated by the Board, and two (2) alternates. The Board shall name a chairperson for the committee. The nominating committee shall conduct its business in accordance with Article II, Section 4. A nominating committee member shall be selected by the committee to fulfill the responsibilities of the Secretary required by Article II, Section 4. · The nominating committee shall nominate from among the eligible members of the Club, one candidate for each of the herein above specified offices and one candidate for each of the positions on the Board and shall procure the acceptance of each nominee, prior to the submission to the Club Secretary. · No member of the nominating committee can be placed on the ballot by the nominating committee, but, may be nominated by petition as outlined in subsection (d). · The nominating committee should consider geographical representation of the membership on the Board to the extent that it is practical to do so. The committee shall submit its slate of candidates to the Secretary, by July 1, who shall mail the list, including the full names of each candidate and the state in which he/she resides to each member of the Club on or before July 15 so that any additional nominations may be made by the members, if they so desire. · Additional nominations of eligible members may be made by written petition addressed to the Secretary and postmarked on or before August 15, signed by five (5) individual, life or household members in good standing and accompanied by the written acceptance, with a biographical description of each additional nominee, signifying willingness to be a candidate. No person shall be a candidate for more than one (1) position and the additional nominations which are provided for herein may be made only from among those members who have not accepted a nomination from the nominating committee. Nominations postmarked after August 15 will not be accepted. · Nominations may not be made in any manner other than provided above. Section 5. Elections · If the final slate consists of only one candidate for each office, the nominees shall be declared elected and no balloting will be required. The new slate shall take office October 15. · When there is more than one candidate nominated for any office, the Secretary, by September 1, shall mail to each individual, life and household member in good standing, the following: a ballot listing, in alphabetical order, of all nominees for each office; the state of residence, biographical information, as submitted by the candidates and voting instructions. These will be mailed together with a blank envelope and a return envelope addressed to the Inspector of Election 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 the ballot, shall seal it in the blank envelope, which shall be placed in the second envelope addressed to the Inspector of Election. Each ballot must be placed in its own envelope provided by the Secretary. · The Inspector of Election shall verify the unopened returned envelopes against a list of members in good standing, provided by the Secretary. · The Inspector of Election, after verifying the unopened envelopes against the list of members, will open the ballot envelopes, tabulate and certify the results. Ballots must be postmarked on or before October 1. Any ballot in an envelope other than the pre-addressed envelope to the Inspector of Election will be considered void and will not be included in the count. · The individual receiving the largest number of votes for an office shall be considered the winner. In case of a tie vote for any office, the newly elected board shall determine which individual shall be elected from among the candidates that tied. · The Inspector of Election will submit a report to the Board detailing the ballot results and certifying such results. The ballots will be retained by the inspector(s) of election for three (3) months, after which, they will forward the ballots to the Secretary for retention for two (2) years. Article V Committees Section 1. The Club may have standing Committees (Show and Performance Events, Health, Rescue, Standard, Education, Ways and Means, Constitution and By-Laws, and The Herder or its successor). The Board may appoint ad hoc committees, as needed, to aid it on particular projects. All committees shall act in an advisory capacity to the Board only. Only voting members in good standing may be appointed to a committee. The board shall appoint all committees and has the power to terminate them. Section 2. Any ad hoc committee or committee appointment may be terminated by majority vote of the full Board. Any appointee whose services are terminated shall receive written notice of termination. The Board may appoint successors to those persons whose service have been terminated. The Board shall appoint all committees and has the power to terminate them. Article VI Discipline Section 1. American Kennel Club Suspension. Any member suspended from the privileges of the American Kennel Club, automatically, shall be suspended from privileges of the 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 twenty-five dollars ($25.00), which shall be forfeited, if such charges are not sustained by the Board or Board Committee following a hearing. The Secretary shall promptly send a copy of the charges to each Board member or present them at a Board meeting. The Board shall first consider whether the actions alleged in the charges, if proven, might constitute conduct prejudicial to the best interest of the Club or the breed. If the Board considers that the charges do not allege conduct which might be prejudicial to the best interest of the Club or the breed, it may refuse to entertain jurisdiction. If the Board entertains jurisdiction of the charges it shall fix a date of a hearing by the Board or a committee of not less than three (3) members of the Board, not less than three (3) weeks nor more than six (6) weeks, thereafter. The Secretary shall promptly send a 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 his/her own defense and bring witnesses, if he/she chooses. Section 3. Hearing. The Board or Board Committee shall have complete authority to decide whether counsel may attend the hearing, but, both complainant and defendant shall be treated uniformly in that regard. Should the charges be sustained after hearing all the evidence and the testimony presented by the complainant and defendant, the Board or Board Committee may, by majority vote of those present, reprimand and/or suspend the defendant from all privileges of the Club for not more than twelve (12) months. The Board or Board Committee may also deem that a written reprimand is sufficient. 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 fellow members at the ensuing annual meeting which considers the recommendation of the Board or Board Committee. Immediately after the Board or Board Committee 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 decision and penalty, if any. Section 4. Expulsion. Expulsion of a member from the Club may be accomplished only at the annual meeting of the Club, following a hearing and upon the recommendation of the Board or Board Committee, as provided in Section 3 of this article. The defendant shall have the privilege of appearing in his own behalf, though no evidence shall be taken at this meeting. The President shall read the charges, the findings and recommendations and the defendant, if present, may speak in his/her own behalf. The meeting shall then vote by secret written ballot on the proposed expulsion; a two thirds (2/3) vote of those present and voting at the annual meeting shall be necessary for expulsion. If expulsion is not so voted, the suspension shall stand. Article VII Amendments Section 1. Amendments to the constitution, bylaws and to the standard for the breed may be proposed by the Board or by written petition addressed to the Secretary signed by twenty percent (20%) of the membership in good standing. Amendments proposed by such petition shall be promptly considered by the Board and must be submitted to the members with recommendation of the Board by the Secretary for a vote within three (3) months of the date when the petition was received by the Secretary. Section 2. The constitution and bylaws and the standard for the breed may be amended at any time provided, a copy of the proposed amendment had been mailed by the Secretary to each member in good standing as of the date of mailing, accompanied by a ballot on which members may indicate their choice for or against the action to be taken. Dual-envelope procedures described in Article IV, Section 5(b) shall be followed in handling such ballots, to assure secrecy of the vote. Notice with such ballot shall specify a date, not less than thirty (30) days after the date postmarked, by which date the ballots must be returned to the Secretary to be counted. An affirmative vote of two thirds (2/3) of the ballots cast by not less than twenty five percent (25%) of the individual, life and household members in good standing shall be required to effect any such amendment. Section 3. No amendment to the constitution and bylaws or to the standard for the breed that is adopted by the Club shall become effective until approved by the Board of Directors of The American Kennel Club. Article VIII Dissolution Section 1. The Club may be dissolved at any time by the written consent of not less than two thirds (2/3) of the members in good standing. In the event of the dissolution of the Club, other than for purpose of reorganization, whether voluntary or involuntary or by operation of law, none of the property of the Club, nor any proceeds thereof, nor any assets of the Club shall be distributed to any members of the Club, but, after payment of debts of the Club, its property and assets shall be given to a charitable organization, for the benefit of dogs, selected by the Board. Article IX Order of Business Section 1. At the meeting 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 the Last Meeting § Report of the President § Report of the Secretary § Report of the Treasurer § Reports of Committees § 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 § Elections of new members § 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. Effective August 1, 2008