USSPWD By Laws
UNITED SUNSHINE STATE PORTUGUESE WATER DOG CLUB - USSPWD CLUB SECTION 1. The name of the Club shall be the United Sunshine State Portuguese Water Dog Club (USSPWD). SECTION 2. The objectives of the Club shall be: a) To encourage and promote quality in pure-bred Portuguese Water Dogs 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 American Kennel Club as the only standard of excellence by which Portuguese Water Dogs shall be judged; c) To do all in its power to protect and advance the interests of the breed by encouraging sportsmanlike competition at dog shows, agility, obedience and water trials, tracking tests and hunting trials; d) To conduct sanctioned and licensed specialty shows, obedience trials, agility trials, and tracking tests under the rules of The American Kennel Club. SECTION 3. The Club shall not be conducted or operate 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 objects.
BYLAWS SECTION 1. Eligibility. There shall be one type of membership open to all persons eighteen years of age and older who are in good standing with The American Kennel Club and who subscribe to the purposes of this Club. While membership is to be unrestricted as to residence, the Club's primary purpose is to be representative of the breeders and exhibitors in its immediate area; therefore, there will be a requirement that all Voting Members shall participate in one function during the previous year prior to voting. SECTION 2. Dues. Membership dues shall be determined by the Board of Directors and reviewed annually. Dues are payable on or before the first of January of each year. No member may vote whose dues are not paid for the current year. During the month of November, the Treasurer shall send to each member a statement of his dues for the ensuing year. A separate membership fee schedule for members residing in the same household and for those joining in the last quarter of the fiscal year may be established by the Board. Members who join before January 1, 2004, will be considered Founding Members and their dues will be paid through December 31, 2004. SECTION 3. Election to 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 these constitution and Bylaws and the rules of The American Kennel Club. The application shall state the name, address, and other relevant information of the applicant and it shall carry the endorsement of two members in good standing. Accompanying the application, the prospective member shall submit dues payment for the current year. All applications are to be filed with the Secretary and each application is to be read at the first meeting of the Club's Board following its receipt. At the next Board meeting, the applications shall be voted upon and affirmative votes of 2/3 of the board members present at that meeting shall be required to elect the applicant. Applicants for membership who have rejected by the Club may not re-apply within six months after such rejection. SECTION 4. Termination of membership. Memberships may be terminated: a) By resignation. Any member in good standing may resign from the Club upon written notice to the Secretary; but no member may resign when in debt to the Club. Dues obligations are considered a debt to the Club and they become incurred on the first day of each fiscal year. b) By lapsing. A membership will be considered as lapsed and automatically terminated if such member's dues remain unpaid 90 days after the first day of the fiscal year; however, the Board may grant an additional 90 days of grace to such delinquent members in meritorious cases. In no case may a person be entitled to vote at any Club meeting whose dues are unpaid as of that meeting. ARTICLE II SECTION 1. Club Meetings. Meetings of the Club shall be held within the State of Florida at such time and place as may be designated by the Board of Directors. Written notice of each such meeting shall be mailed or emailed by the Secretary at least 10 days prior to the date of the meeting. The quorum for such meetings shall be 20% of Voting Members in good standing. Mailing of Club Newsletter shall be deemed as written notice of such meetings. SECTION 2. Special Club Meetings. Special Club meetings may be called by the President, or by a majority vote of the members of the Board who are present and voting at any regular or special meeting of the Board; and shall be called by the Secretary upon receipt of a petition signed by five members of the Club who are in good standing. Such special meetings shall be held within the State of Florida as such time and place as designated by the person or persons authorized herein to call such meetings. Written notice of such a meeting emailed or mailed (for those members without email) by the Secretary at least 5 days and not more than 30 days prior to the date of the meeting. Any such notice shall state the purpose of the meeting and no other business shall be transacted thereat. A quorum for such a meeting shall be 20% of the members in good standing. SECTION 3. Board Meetings. Meetings of the Board of Directors shall be held within the State of Florida at such time and place as the Board may determine or the meeting may be held by the use of a teleconference, or by the use of email. Written notice of each such meeting shall be mailed or emailed by the Secretary at least 5 days prior to the date of the meeting. The quorum for such a meeting shall be a majority of the Board. SECTION 4. Special Board Meetings. Special meetings of the Board may be called by the President; and shall be called the Secretary upon receipt of a written request signed by at least three members of the Board. Such special meetings shall be held within the State of Florida at such time and place as may be designated by the person or persons authorized herein to call such a meeting, or the meeting may be held by the use of a teleconference, or by the use of email. Written notice of such meeting shall be emailed or mailed (for those members without email) by the Secretary at least 5 days and not more than 10 days prior to the date of the meeting. Any such notice shall state the purpose of the meeting and not other business shall be transacted thereat. A quorum for such a meeting shall be a majority of the Board. SECTION 5. Voting. Each member in good standing whose dues are paid for the current year shall be entitled to one vote at any meeting of the Club at which he is present. Proxy voting will not be permitted at any Club meeting or election. ARTICLE III SECTION 1. Board of Directors. The board shall be comprised of the President, Vice-President, Secretary, Treasurer, and up to five, with a minimum of three, other persons all of whom shall be members in good standing and all of whom shall be elected for two-year terms but not more than two consecutive two year terms at the Club's annual meeting as provided in Article IV and shall serve until their successors are elected. General management of the Club's affairs shall be entrusted to the Board of Directors. Any Director missing three regular Board Meetings in an annual year, except for extenuating circumstances reported to the Secretary, shall automatically be removed from the Board. The Board may reinstate a Director who has dropped for non-attendance by a motion approved by ¾ of the Directors present, but such action must be taken no later than the next regular Board Meeting following the third absence. SECTION 2. Officers. The Club's officers, consisting of the President, Vice-President, Secretary, and Treasurer shall serve in their respective capacities both with regard to the Club and its meetings and the Board and its meetings. a) The president shall preside at all meetings of the Club and of the Board, and shall have the duties and powers normally appurtenant to the office of President in addition to those particularly specified in these Bylaws. b) The Vice-President shall have the duties and exercise the powers of the President in case of the President's death, absence, or incapacity. c) The Secretary shall keep a record of all meetings of the Club and of the Board and of all matters of which a record shall be ordered by the Club; shall have charge of the correspondence, notify members of meetings, notify new members of their election to membership, notify officers and directors of their election to office, keep a roll of the members of the Club with their addresses, and carry out such other duties as are prescribed in these Bylaws. d) The Treasurer shall collect and receive all money due or belong to the Club. Money shall be deposited in a bank designated by the Board, in the name of the Club. The books shall at all times be open to inspection of the Board and a report shall be given at every meeting of the condition of the Club's finances and every item of receipt or payment not before reported; and at the annual meeting an accounting shall be rendered of all money received and expended during the previous fiscal year. The Treasurer may be bonded in such amount as the Board of Directors shall determine. e) The offices of Secretary and Treasurer may be held by the same person in which case the Board shall be comprised of 6 to 8 persons. SECTION 3. Vacancies. Any vacancies occurring on the Board or among the offices during the year shall be filled until the next annual election by a majority vote or all the then members of the Board at its first regular meeting following the creation of such vacancy, or at a Special Board Meeting called for that purpose; except that a vacancy in the office of President shall be filled automatically by the Vice-President and the resulting vacancy in the office of Vice-President shall be filled by the Board. SECTION 4. Liability. No officer or director shall be liable for or have financial responsibility for the activities of the Club. ARTICLE IV SECTION 1. Club Year. The Club's fiscal year shall begin on the 1st day of January and end on the 31st day of December. The Club's official year shall begin immediately at the conclusion of the election at the annual meeting and shall continue through the election at the next annual meeting. SECTION 2. Annual Meeting. The annual meeting shall be held in the fourth quarter of the calendar year at which time Officers and Directors for the ensuing year shall be elected by secret written ballots from among those nominated in accordance with Section 4 of this Article. They shall take office immediately upon conclusion of the election and each retiring officer shall turn over to the successor in office all properties and records relating to that office within 30 days after the election. SECTION 3. Elections. The nominating committee will act as the election committee at the annual meeting. The election committee shall receive from the Secretary all ballots received by the beginning of the annual meeting. They will then tabulate all votes and announce the names of the people chosen to fill each vacancy. The nominated candidate receiving the greatest number of votes for each office shall be declared elected. The two nominated candidates for other positions on the Board who receive the greatest number of votes for such positions on the Board shall be declared elected. SECTION 4. Nominations. The Board of Directors shall act as the Nominating Committee. Any members interested in standing for office should submit his or her name prior to September 1. The Annual Meeting notice shall include a list of nominees presented by the Board. Nominations will be accepted from the floor at the Annual Meeting. ARTICLE V SECTION 1. The Board may each year appoint standing committees to advance the work of the Club in such matters as specialty shows, water, tracking, agility and 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. Special committees may also be appointed by the Board to aid it on particular projects. SECTION 2. Any committee appointment may be terminated by a majority vote of the full membership of the Board upon written notice to the appointee; and the Board may appoint successors to those persons whose services have been terminated. ARTICLE VI SECTION 1. Amendments to the constitution and Bylaws may be proposed by the Board of Directors or by written petition addressed to the Secretary signed by twenty percent of the membership in good standing. Amendments proposed by such petition shall be promptly considered by the Board of Directors and must be submitted to the members with recommendations of the Board by the Secretary for a vote within three months of the date when the petition was received by the Secretary. SECTION 2. The constitution and Bylaws may be amended by a 2/3 vote of the members present and voting at any regular or special meeting called for the purpose, provided amendments have been included in the notice of the meeting and mailed or emailed to each member at least 5 days and not more than 30 days prior to the date of the meeting. SECTION 3. Standing rules governing Club policy may be adopted from time to time at the discretion of the Board of Directors. A majority vote at any regular Board Meeting will be sufficient to decide such rules, except that when such rules are adopted, they cannot be modified, repealed, or otherwise altered at the same meeting. All such standing rules shall be consistent with the constitution and Bylaws of this Club. ARTICLE VII SECTION 1. The Club may be dissolved at any time by the written consent of not less than 2/3 of the members. In the event of the dissolution of the Club other than for purposes of reorganization whether voluntary or involuntary or by operation of law, none of the property of the Club nor any proceeds thereof nor any assets of the Club shall be distributed to any members of the Club but after payment of the debts of the Club is property and assets shall be given to a charitable organization for the benefit of dogs selected by the Board of Directors. ARTICLE VIII
SECTION 1. At meetings of the Club, the order of business, so far as the
character and nature of the meeting may permit, shall be as follows: SECTION 2.
At meetings of the Board, the order of business, unless otherwise
directed by a majority vote of those present, shall be as follows: ARTICLE IX 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. |
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