CONSTITUTION & BYLAWS
These bylaws are subject to and governed by the Michigan Nonprofit Corporation Act, (Public Act 162 of 1982) and the Articles of Incorporation of the Working Dog Group Club of Michigan.
ARTICLE I: Name and Objects
SECTION 1. The name of the Club shall be the Great Lakes Working Group Dog Association, herein referred to as the GLWGDA or the “Club.”
SECTION 2. The objects of the Club shall be:
a) to further the advancement of all American Kennel Club’s Working Group Breeds; herein, the American Kennel Club is referred to as “AKC”.
b) to do all in its power to protect and advance the interests of dog shows, tracking tests, obedience, agility, rally, fast cat, scent work, barn hunt, farm dog trials and any other events for which the Club is eligible under the rules and regulations of AKC, and
c) to conduct sanctioned matches, dog shows, obedience trials, tracking tests, agility, rally, fast cat, scent work, barn hunt, farm dog and any other events for which the Club is eligible under the rules and regulations of AKC.
SECTION 3. No part of the net earnings of the Club shall inure to the benefit of, or be distributable to its members, officers, directors, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions on furtherance of the purposes set forth in the Constitution or in Article I of these bylaws.
SECTION 4. The Club will operate consistent to the appropriate United States IRS 501(c) tax code designation.
SECTION 5. 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.
ARTICLE I: Membership
SECTION 1. Eligibility. There shall be four classes of memberships open to all persons who are otherwise in good standing with AKC who subscribe to the purposes of this Club, and further agree to follow these bylaws and the rules of AKC.
The AKC defines a Member in Good Standing as a member of this Club who is not under suspension by this Club or AKC, and whose dues to this Club for the calendar year are currently paid.
While membership is unrestricted as to residence, the Club’s primary purpose is to be representative of the AKC Working Dog Group Breeds and exhibitors in the State of Michigan.
SECTION 2. Classes of Memberships
a) Regular: Regular members enjoy all rights and privileges of full membership. Individuals under the age of 18 years of age are ineligible for this class of membership.
b) Junior: This class of membership is for individuals under 18 years of age; Junior members enjoy all rights and privileges of regular members, except for the right to make motions, vote or hold office. A junior membership will automatically convert to regular membership at age 18 for the remainder of the calendar year and thereafter; the converted membership enjoys all rights and privilege of regular members, but is not subject to further dues payment for the remainder of the current calendar year.
c) Lifetime: For those individuals who have been members for 20 years; Lifetime members enjoy all the rights and privileges of Regular members, except Lifetime members pay no dues.
d) Honorary: For individuals who have made significant contributions to the Sport, an AKC Working Breed or the Club; Honorary members are ineligible to make motions, vote or hold office, but are exempt from payment of dues. Honorary members are eligible to be elected to regular membership if they comport to the Regular membership as written in Article I, Section 2, sub-section (a).
SECTION 3. Dues. The amount for membership dues for the calendar year will be set by the board of directors and shall not exceed $25 per year for each regular member, and junior membership dues will always be less than regular membership dues.
Dues are payable on or before the first day of January of each year. No member of this Club is permitted to vote who is not currently in good standing with this Club or AKC, or who has not paid dues to this Club for the current year or who is otherwise financially in arrears to the Club.
Dues for new members shall be prorated commensurate to the remaining months in the Club year.
Prior to the first day in December, the Treasurer shall send to each member a statement of dues for the ensuing year.
SECTION 4. 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 this constitution and bylaws and the rules and regulations of AKC. Accompanying the application, the prospective member shall submit dues payment prorated for the remainder month(s) of the calendar year.
All applications for membership shall be filed with the Secretary. Each membership application shall be voted upon by secret ballot at the next meeting of the Club. An affirmative vote of 2⁄3rds present and or a majority vote of the entire membership (whichever is less) shall be required to elect the applicant.
Applicants for membership who have been rejected by the Club can reapply six months after the date of rejection.
SECTION 5. Termination of Membership. Memberships may be terminated:
(a) by death.
(b) 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. Obligations other than dues are considered a debt to the Club and must be paid in full prior to resignation.
(c) by 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 calendar year; however, the Board may grant an additional thirty (30) 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 the date of that meeting. Lifetime and Honorary members are exempt from paying dues.
(d) by expulsion. A membership may be terminated by expulsion as provided in Article VI of these bylaws.
ARTICLE II: Meetings and Voting
SECTION 1. Club Meetings. Meetings of the Club shall be held bi-monthly in the odd numbered months in the Lower Peninsula of Michigan or by electronic means in those months at such hour and place as may be designated by the Board of Directors. Written notice of each such meeting shall be mailed or emailed in accordance with the Michigan Nonprofit Corporation Act, (Public Act 162 of 1982) by the secretary at least 10 days and no more than 45 days prior to the date of the meeting. The quorum for such meetings shall be 20 percent of the members in good standing. Club meetings may also be held by electronic means where participants may simultaneously speak/hear other participants, and further utilizes a raise-hand feature.
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 in good standing with the Club. Such special meetings shall be held within the Lower Peninsula of Michigan at a place, date and hour as may be designated by the person or persons authorized herein to call such meetings. Special club meetings may also be held by electronic means where participants may simultaneously speak/hear each other and further utilizes a raise-hand or similar feature.
Written notice for such a meeting shall be sent via members’ preferred method (mail or email) by the Secretary as designated in writing by the member at least ten days and not more than fifteen days prior to the date of the meeting and will otherwise adhere to the Michigan Nonprofit Corporation Act (Public Act 162 of 1982); said notice shall state the purpose of the meeting, and no other Club business may be transacted thereat.
The quorum for such a meeting shall be twenty percent of the members in good standing.
SECTION 3. Board Meetings. Meetings of the Board of Directors shall be held bi-monthly in even numbered months in the Lower Peninsula of Michigan, via telephone conference call or electronic means that utilizes a raise-hand or similar feature, and otherwise conforms to the Michigan Nonprofit Corporation Act (Public Act 162 of 1982), or at such date, hour 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 five days prior to the date of the meeting. The quorum for such a meeting shall be a majority of the officers and directors of the Board.
SECTION 4. Special Board Meetings. Special meetings of the Board may be called by the President, by resolution adopted by majority vote of the Board of Directors and shall be called by the Secretary upon receipt of a written request signed by at least three members of the Board. Such special meetings shall be held in the Lower Peninsula Michigan at such place, date, and hour as may be designated by the person authorized herein to call such meeting, via telephone conference call or electronic means and that utilizes a raise-hand or similar feature, and further conforms with the Michigan Nonprofit Corporation Act (Public Act 162 of 1982), or at such hour and place as may be designated by the Board of Directors.
Written notice of such meeting shall be mailed or emailed by the Secretary at least five days and not more than ten 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. The quorum for such a meeting shall be a majority of the Board.
SECTION 5. Voting. Each regular and lifetime member in good standing with the Club whose dues are paid for the current year shall be entitled to one vote at any meeting of the Club at which he/she is present. Proxy voting shall not be permitted at any Club meeting (including board meeting) or election.
ARTICLE III: Directors and Officers
SECTION 1. Board of Directors. The Board shall be comprised of a president, a vice-president, a secretary, a treasurer and four other members (directors), all of whom shall be members in good standing and all of whom shall be elected for a one-year terms at the Club’s annual meeting as provided in Article IV of these bylaws and shall serve until their successors are elected. The general management of the Club’s affairs shall be entrusted to the Board of Directors.
Members residing in the same household cannot concurrently serve on the Board of Directors.
Proviso: If the Club is elected to AKC membership it shall elect an AKC Delegate, and that office will also serve on the Board of Directors for a four-year term.
SECTION 2. Officers. The Club’s officers, consisting of a President, a Vice-president, a Secretary and a Treasurer, shall serve in their respective capacities both with regard to the Club and its meetings and the Board and its meetings until their successors are elected.
The President shall preside at all meetings of the Club and of the Board, shall have the duties and powers normally appurtenant to the Office of President in addition to those particularly specified in these bylaws, the parliamentary authority and as assigned by the Board of Directors.
The Vice-president shall have the duties and exercise the powers of the President in case of the President’s death, absence, incapacity or resignation; and shall have the duties and powers normally appurtenant to the office of vice-president in addition to those particularly specified in these bylaws, the parliamentary authority and as assigned by the Board of Directors.
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; 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, which shall be sent to any member in good standing, upon written request, not more than once every club year; and carry out such other duties as are prescribed in these bylaws, the parliamentary authority and as assigned by the Board of Directors.
The Treasurer shall collect and receive all moneys due or belonging to the Club. Moneys shall be deposited in a financial institution designated by the Board, in the Name of the Club. The books shall at all times be open to inspection by the Board and a report shall be given at every meeting on the condition of the Club’s finances and every item of receipt or payment not before reported; at the March meeting, an accounting shall be rendered of all moneys received and expended during the previous calendar year. The Treasurer shall be bonded in such amount as the Board of Directors shall determine, carry out such other duties as are prescribed in these bylaws, the parliamentary authority and as assigned by the Board of Directors. The treasurer shall prepare an annual (calendar/fiscal) report and it shall be presented at the March meeting.
Proviso: If elected to membership with AKC, the Club shall also elect an AKC Delegate to serve a four-year term. If a Club member is elected, the Club’s AKC Delegate is an office and therefore, as an officer, he/she would be a member of the Club’s Board of Directors with all rights and privileges, and will adhere to these bylaws, the parliamentary authority and shall be subject to the actions of the Board of Directors.
The offices of secretary and treasurer may be held by the same individual. In which case, the Board will be comprised of seven or eight individuals. If the same person holds both offices, he/she is only entitled to one vote. If an AKC Delegate is elected, the board may be comprised of seven, eight or nine individuals.
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 of the 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.
ARTICLE IV: The Club Year, Annual Meeting, Elections
SECTION 1. Club Year. The Club’s fiscal and Club year shall coincide to the calendar year.
SECTION 2. Annual Meeting. The Annual Meeting of the Club shall be held in the month of November, at which officers and directors for the ensuing year shall be elected by secret ballot from among those nominated in accordance with Section 4 of this Article. Upon club eligibility for AKC membership a delegate shall be elected and thereafter every four years. They shall take office immediately upon the 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 thirty days after the election.
SECTION 3. Elections. The nominated candidate receiving the greatest number of votes for each office shall be declared elected. Further, the nominated candidates for other positions on the Board who receive the greatest number of votes for such positions shall be declared elected. If no valid additional nominations are received at the regular meeting in September, the nominating committee’s slate shall be declared elected, and no balloting will be required. Any uncontested position should be automatically elected.
SECTION 4. Nominations. No person may be a candidate in a Club election who has not been nominated. During the month of June, the Board shall select a nominating committee consisting of three members and two alternates, not more than one of whom may be a member of the Board. The secretary shall immediately notify the committeepersons and alternates of their selection. The Board shall name a chairman for the committee and it shall be that person’s duty to call a meeting and report a slate to the secretary in time for its publication in the call to the September meeting.
The committee shall nominate one candidate for each office (and for Delegate, if applicable) and positions on the Board and, after securing the consent of each person so nominated, shall immediately report their nominations to the Secretary in writing.
Upon receipt of the nominating committee’s report, the secretary shall, at least two weeks before the September meeting, notify each member in writing of the candidates so nominated. The nominating committee’s proposed slate will be included in the regular September meeting’s call.
Additional nominations may be made at the September meeting by any member in attendance, provided that the person so nominated does not decline when their name is proposed and provided further that if the proposed candidate is not in attendance at this meeting, the proposer shall present to the Secretary a written statement from the proposed candidate signifying willingness to be a candidate. No person shall be a candidate for more than one position, except for a combined secretary/treasurer position noted in Article III, Section 2, sub-section (f).
Nominations cannot be made at the annual meeting or in any manner other than as provided in this Section.
Write-in voting is not permitted.
Proviso: The initial officers and directors will be elected following open nominations at the third organizational meeting of the Club. The initial officers and directors elected will serve until their successors are elected in accordance with these bylaws.
ARTICLE V: Committees
SECTION 1. The Board may each year appoint standing committees to advance the work of the Club in such matters as dog shows, obedience trials, trophies, annual prizes, membership, and other areas 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: Discipline
SECTION 1. American Kennel Club Suspension. Any member who is suspended from any of the privileges of The American Kennel Club shall be suspended from the privileges of this Club for a like period. American Kennel Club suspensions are published on the Secretary’s page of the AKC Gazette.
SECTION 2. Charges. An individual member may prefer charges against another individual member for alleged misconduct prejudicial to the best interests of the Club.
Written notarized charges containing specific facts signed under oath (“Charges”) must be filed in duplicate with the Secretary together with a deposit, the amount to be established by the Board which shall be forfeited if such charges are not sustained or entertained by the Board. 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 interests of the Club. If the Board considers that the Charges do not allege conduct which would be prejudicial to the best interests of the Club, it may refuse to entertain jurisdiction.
If the Board entertains jurisdiction of the Charges, it shall fix a date for a hearing by the Board or a committee appointed by the Board not less than thirty days, nor more than sixty days thereafter. The Secretary shall promptly send one copy of the Charges to the accused member by certified mail return receipt requested, or other form of receipted or acknowledged delivery and set forth a time and place at which the accused may attend and present any defense, call witnesses or answer.
SECTION 3. Board Hearing. If the Board has a hearing, the Board or a committee appointed by the Board may hear the charges. The Board or the Board’s appointed committee shall have complete authority to decide whether counsel may attend the hearing, but both complainant and accused shall be treated uniformly in that regard. Should the charges be sustained after hearing all the evidence and testimony presented by complainant and accused, the Board or Board’s appointed committee may by a majority vote of those present reprimand or suspend the accused from all privileges of the Club for not more than six months from the date of the hearing. And, if the Board or the Board’s appointed committee deems that punishment insufficient, it may also recommend to the membership that the penalty be expulsion. Immediately after the Board or the Board’s appointed 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 Board’s or the Board appointed committee’s decision and penalty, if any.
ARTICLE VII: Amendments
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 2/3rds secret ballot vote of the members present and voting at any regular or special meeting called for the purpose, provided the proposed amendments have been included in the notice of the meeting and mailed to each member at least two weeks prior to the date of the meeting.
Proviso: If the Club achieves membership status with AKC, no amendment to the constitution bylaws that is adopted by the Club shall become effective until it has been 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 (2⁄3rds) of the members in good standing. 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 its property and assets shall be given to a charitable organization for the benefit of dogs selected by the remaining Club members in good standing.
ARTICLE IX: Order of Business
The Club shall follow an Order of Business consistent with that found in Chapter XI of the current edition of “Robert’s Rules of Order, Newly Revised.”
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.