ABMC Constitution & Bylaws

CONSTITUTION

Section 1. The name of the Club shall be the American Belgian Malinois Club, Inc.

Section 2. The objectives of the Club shall be to:

a.  Encourage and promote quality in the breeding of purebred Belgian Malinois and do all possible to bring their natural qualities to perfection.

b. Propose, amend and define a standard for the breed, subject to approval of The American Kennel Club.

c. 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 Belgian Malinois shall be judged.

d. Do all in its power to protect and advance the interests of the breed and to encourage sportsmanlike behavior at dog shows, obedience trials, herding trials and performance events.

e. Conduct sanctioned matches, specialty shows, obedience trials, herding trials, and performance events under the rules of The American Kennel Club.

f. Encourage the formation of independent local Belgian Malinois specialty clubs in those localities where there are sufficient fanciers of the breed to meet the requirements 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 by-laws as may be required to carry out these objectives.

BY-LAWS

ARTICLE I – MEMBERSHIP

Section 1.  Eligibility

There shall be two types of regular membership:

a. Individual Membership: Open to all persons eighteen years of age or older who are in good standing with The American Kennel Club and who subscribe to the purposes of the Club.

b. Family Membership: Open to any two related or unrelated persons eighteen years of age or older who reside in the same household and who are in good standing with The American Kennel Club and who subscribe to the purposes of the Club. Each individual of the family membership has the same privileges as a regular member.

For the purposes of voting each individual membership and each individual comprising a family membership shall be entitled to one vote.

c.  Another type of membership shall be Junior Membership open to all persons 10-17 years of age who are in good standing with the American Kennel Club and who subscribe to the purposes of the club.  Junior members shall not be entitled to vote or hold office.  Upon reaching the age of 18, Junior members shall have the option of converting to Regular membership without being required to reapply.

Section 2.  Dues

Annual membership dues for each type of membership, payable on or before the first day of January each year, shall be established by 2/3 majority vote of the Board of Directors no later than July of the preceding year.

Members who submit their annual dues after January 1 of each year, and before the 60-day grace period has ended (See Article I Membership, Section 4, Termination of Membership), shall be subject to a five-dollar late renewal fee. No member may vote, serve as committee chairperson, or vote while serving on the Board of Directors unless his, or her, dues are paid by January 1.

No later than November 15 of each calendar year the Treasurer shall send to each member a statement of dues for the ensuing year.  Members joining and paying their first annual dues after October 1 will be credited as having paid their dues through December 31 of the following year.

Section 3.  Election to Membership

All applications shall be sent to the Second Vice-President.  Applications are to be voted upon by the Board after the names of applicants are published in the Club newsletter.  A favorable vote of a majority of the entire Board is required to elect the applicant to membership.  Each applicant for membership shall apply on a form approved by the Board of Directors and which shall provide that the applicant agrees to abide by the Constitution and By-Laws and the rules of the American Kennel Club.  The application shall state the name, address and occupation of the applicant.  Accompanying the application, the prospective member shall submit dues payment for the current year.  Applications shall be endorsed by two members in good standing.  Members who endorse an applicant shall have been members for a minimum of twelve (12) months immediately prior to endorsement. There shall be a limit of one endorsement of the applicant per family membership.

Any application receiving a negative vote by the Board may be presented by one of the applicant’s endorsers at the next annual meeting of the Club, at which time the Club may elect the application to membership by a favorable vote of 75% of the members present. The vote shall be by secret ballot.

Applications for membership that have been rejected by the Club may not re-apply within six months after such rejection.

Section 4.  Member in Good Standing

A member in good standing is a current member whose dues are paid for the current year, and whose privileges are not suspended by the Club. See Article VI Discipline.

Section 5.  Termination of Membership

Memberships may be terminated by:

a. Resignation.  Any member in good standing may resign from the Club upon written notice to the Second Vice-President, 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. Lapsing.  A membership shall be considered as lapsed and automatically terminated if such member’s dues remain unpaid 60 days after the first of the fiscal year. However, the Board may grant an additional 60 days of grace to such delinquent members in meritorious cases.  In no case may a person be entitled to vote at any Club meeting or election whose dues are unpaid at the date of that meeting or during the time of that election.

c.  Expulsion.  A membership may be terminated by expulsion as provided by Article VI of these by-laws.

ARTICLE II – MEETING AND VOTING

Section 1.  Annual Meeting

The Annual Meeting of the Club shall be held, when possible, in conjunction with the Club Specialty each year at a place, date and hour designated by the Board of Directors.  The Corresponding Secretary shall mail written notice of such meeting at least 30 days, and not more than 60 days, prior to the date of the meeting.  The quorum for such meetings shall be 10% of the members in good standing.

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 Recording Secretary upon receipt of a petition signed by 10% of the members of the Club who are in good standing.  Such special meetings shall be held at such place, date and hour as may be designated by the person or persons authorized herein to call such meetings.  Written notice of such a meeting shall be mailed by the Corresponding Secretary at least 30 days and not more than 60 days prior to the date of the meeting, and 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 10% of the members in good standing.

Section 3.  Board Meetings

The Board of Directors shall hold at least one meeting prior to the 15th day of June of each year.  Said meeting may be held by personal attendance of the Board members or by other approved means (e.g., video conference or teleconference).

Other meetings may be called by the President or at the request of three (3) members of the Board of Directors and held at such time and place as may be designated by a majority vote of the entire Board.  Notice of Board of Directors meetings shall be sent by the President or Recording Secretary to all members of said Board at least fifteen (15) days prior to the meeting if sent by first class mail or at least three (3) days if sent by electronic transmission for a meeting to be conducted using electronic technology.

The Board of Directors may conduct business in person or by telephone conference call, video conference, mail, fax, or electronic mail through the Recording Secretary provided it does not conflict with any other provision of these bylaws.  In order to use electronic mail (email) to conduct the business of the club, all board members must agree to participate, and every board member must have available (or be provided with) the means to participate.  Items voted on by mail, telephone conference call, fax or email must be confirmed in writing within seven days.  The Recording Secretary shall compile the minutes for Club records. A quorum for Board of Directors meetings shall be a majority vote of the entire Board, in person or by means specified above.

Any member of the Board of Directors who without good cause fails to participate in formal board activities such as performing the duties of the office as specified in these by-laws, or not voting as provided/requested by the Recording/Corresponding Secretary, may be removed from office by a unanimous vote of the other members of the Board.  Abstaining from voting does not constitute non-participation by a member of the Board.  The resulting vacancy shall be filled in accordance with Article III Directors, Officers and Delegate Section 4 Vacancies.

Section 4. Voting

At the Annual Meeting or at special meetings of the Club, voting shall be limited to those members, who are members in good standing, and who are present at the meeting. Voting by proxy shall not be permitted.

Voting for the election to fill expiring terms of Officers and Directors, or voting for amendments to the Constitution and By-Laws, for the standard for the breed, or for measures the Board decides to submit to the membership, shall be decided by written ballot cast by U. S. Mail.

Except as otherwise noted in this Constitution and By-Laws, all decisions shall be made by a simple majority of votes cast.

ARTICLE III – DIRECTORS, OFFICERS AND DELEGATE

Section 1.  Board of Directors

The Board of Directors, also referred to as the Board, shall be comprised of the President, First Vice-President, Second Vice-President, Recording Secretary, Corresponding Secretary, Treasurer and two other persons (directors), all of whom shall be members in good standing and all of whom shall be residents of the United States of America.  They shall be elected for two-year terms as provided for in Article IV, and shall serve until their term of office is completed. The general management of the Club’s affairs shall be entrusted to the Board of Directors. Appointments of committee chairpersons and the AKC Delegate shall be done by the Board.

Section 2.  Officers

The Club’s officers, consisting of the President, First Vice-President, Second Vice-President, Recording Secretary, Corresponding 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. 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 by these by-laws.

b. First Vice-President: Shall have the duties and exercise the powers of the President in the case of the President’s death, absence or incapacity.  The First Vice-President shall inform committee chairpersons when reports are due; shall ensure their questions and reports are submitted to the President for inclusion on Board agendas; shall report to the committee chairpersons Board comment and action; and shall keep the President informed of committee activities. Further, the First Vice-President shall perform other duties as designated by the Board and as particularly specified by these by-laws.

c. Second Vice-President: Shall maintain an accurate membership list and shall make the membership list available for proper execution of board and Club business. Shall receive applications for membership, shall forward them to the appropriate parties for inclusion in the newsletter and for action by the Board, and shall notify new members of their election to membership.  Shall contact possible members to acquaint them with the Club’s functions, as directed by the Board. The Second Vice-President shall have the duties and exercise the powers of the President in the case of the absence of the President and when the First Vice-President is also absent. Further, the Second Vice-President shall perform other duties as particularly specified by these by-laws

d. Recording 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 Recording Secretary shall be responsible for notifying the Board members of Board meetings. Further, the Recording Secretary shall perform other duties as particularly specified by these by-laws.

e. Corresponding Secretary: Shall have charge of the correspondence, notify members of the meetings, notify officers and directors of their election to office, and carry out duties as are prescribed in these by-laws.

f. Treasurer: Shall collect and receive all moneys due or belonging to the Club. Shall deposit the same in a bank approved by the Board, in the name of the Club.  The Treasurer’s books shall at all times be open to inspection of the Board and shall report to them at every meeting the condition of the Club’s finances and every item of receipt or payment not before reported, and at the annual meeting shall render an account of all moneys received and expended during the previous fiscal year.  The Treasurer shall be bonded at the

Club’s expense in such amount as the Board of Directors shall determine. At the expiration of the current term of the Treasurer, or every two years, an independent audit shall be performed and the results shall be submitted to the Board. The audit committee shall be selected by a majority vote of the Board. The audit committee shall be dissolved upon acceptance of the audit committee report by the Board. Further, the Treasurer shall perform other duties as particularly specified by these by-laws.

Section 3.  Delegate to The American Kennel Club

Delegate: Shall be appointed by the Board of Directors and shall serve an indefinite term.  Notification of appointment to the Delegate position shall be in writing by U.S. Mail.  Shall be a regular member of the Club who is a member in good standing and who is a resident of the United States. Shall have qualifications that are not inconsistent with the Constitution and By-Laws of The American Kennel Club and the objectives of the Club. It shall be the duty of the Delegate to attend the Delegate meetings of The American Kennel Club and represent the Club in accordance with the instructions of the Club’s Board of Directors, to perform such other duties as are incident to the office of “Delegate” as prescribed by the Constitution and By-Laws of the American Kennel Club, to provide a written report to the Club Board of Directors through the Corresponding Secretary after each meeting of The American Kennel Club containing the results of said meeting and any item of interest upcoming that may require the Club’s Board of Director’s attention and/or input, and to provide an annual written report to the membership at the annual Club meeting of the year’s activities

A Delegate who without good cause fails to perform the duties of delegate as specified in these by-laws may be removed from office by the Board.  The delegate appointment may be terminated by a majority vote of the full membership of the Board using procedures set forth in Article II, Section 3.  The resulting vacancy shall be filled by a majority vote of the Board according to the procedures established in Article II, Section 3.

Notification of removal from the Delegate position shall be in writing by U.S. Mail to the Delegate. The retiring/terminated Delegate shall turn over to the Delegate’s successor all properties and records relating to that office within 30 days.

Section 4.  Vacancies

Any vacancies occurring on the Board or among the officers during the year shall be filled for the unexpired term of office by a majority vote according to the procedures established in Article II, Section 3 above of all the remaining members of the Board, except that a vacancy in the office of President shall be filled automatically by the First Vice-President and the resulting vacancy in the office of First Vice-President shall be filled by the Board. In the event of vacancies in both the offices of the President and First Vice-President, the vacancy of the office of President shall be filled automatically by the Second Vice-President and the resulting vacancies of First Vice-President and of Second Vice-President shall be filled by the Board.

ARTICLE IV – CLUB YEAR AND ELECTIONS

Section 1.  Club Year

The Club’s fiscal year shall begin on the first day of January and end the 31st day of December. The elected officers and directors shall take office on July 1st, and each retiring officer or director shall turn over to their successors in office all properties and records relating to that office within 30 days.

Section 2.  Nominations and Elections

No person may be a candidate in a Club election who has not been nominated in accordance with these by-laws.

a. Nominating Committee: Prior to January 15th, in the final year of the term of office, the Board shall select a nominating committee of three members in good standing and two alternates who are in good standing and who are from different states, not more than one of whom shall be a member of the Board.  The Board shall name a chairperson for the committee and it shall be such person’s duty to call a committee meeting that shall be held on or before February 1. The Corresponding Secretary shall immediately notify the committee members and the alternates of their selection.  The Nominating Committee may conduct its business by mail or other technologically available means.

b. The Nominating Committee shall nominate from among the eligible members of the Club one candidate for each position on the Board of Directors and shall procure the written acceptance and short biography for each nominee so chosen. The committee should consider the geographical representation of the membership on the Board to the extent that it is practicable to do so. The committee shall submit its slate of candidates and the biographies to the Corresponding Secretary by March 1st.

c. The Corresponding Secretary shall mail the list, including the full name of each candidate, state of residence, and biography, to each member of the Club on or before March 15th, so that additional nominations may be made by the members if they so desire.

d. Additional nominations of eligible members may be made by written petition addressed to the Corresponding Secretary and received at his, or her, regular address on or before April 15th and signed by five members in good standing and accompanied by the written acceptance of each such additional nominee signifying their willingness to be a candidate along with a short biography. No person shall be a candidate for more than one position and the additional nominations that are provided for herein may be made only from among those members who have not accepted a nomination of the Nominating Committee.

e. If no valid additional nominations are received by the Corresponding Secretary on, or before, April15th, the Nominating Committee’s slate shall be declared elected at that time, and no balloting will be required.

f. If one or more valid additional nominations are received by the Corresponding Secretary on or before April15th, shall, on or before May 1st, mail to each member in good standing a ballot listing all of the nominees for each position in alphabetical order, with the state of residence, a listing of the biographies of all the nominees for each position in alphabetical order, together with a blank envelope and a return envelope addressed to the Corresponding Secretary marked “BALLOT” and bearing the name of the member to whom it was sent.  Ballots must be received by the Corresponding Secretary on or before June 1st. So that the ballots may remain secret, each voter after marking their ballot, shall seal it in the blank envelope, which in turn shall be placed in the second envelope addressed to the Corresponding Secretary.  The inspectors of election, as designated by the Board, 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 envelopes, and shall certify the eligibility of the voters as well as the results of the voting.

g. Inspectors of election are selected by the Board after the nomination process is complete and before May 1st. Inspectors of election may not be candidates in the election.

h. Nominations cannot be made in any manner other than as provided above.

Section 3.  Elections

a. The election of the Board of Directors shall be conducted by secret ballot as described in Section 2 Nominations and Elections, part f.

b. The nominated candidate for each position receiving the largest number of ballots shall be declared elected.

c. The Corresponding Secretary shall notify the members of the Board of Directors of their election to office by June 15th. All Ballots cast for the election shall be destroyed by the Corresponding Secretary one year after the election.

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, herding trials, performance events, trophies, annual awards, 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 using procedures set forth in Article II, Section 3 and followed by notification in writing by U.S. Mail to the appointee. The Board may appoint successors to those persons whose services have been terminated. Each retiring/terminated committee chairperson shall turn over to their successor all properties and records relating to that committee within 30 days.

ARTICLE VI – DISCIPLINE

Section 1.  American Kennel Club Suspension

Any member who is suspended from the privileges of the American Kennel Club automatically shall be suspended from the privileges of this Club for a like period.

Section 2.  Charges

Any member may prefer charges against a member for alleged misconduct prejudicial to the best interest of the Club or of the breed.  Written charges with specifications must be filed in duplicate with the Recording Secretary together with a deposit of $50.00, which shall be forfeited if such charges are not sustained by the Board or Disciplinary committee following a hearing.  The Recording Secretary shall promptly send a copy of the charges to each member of the Board 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 or the breed.  If the Board considers that the alleged conduct is not prejudicial to the best interests 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 Disciplinary Committee appointed by the majority of the Board not fewer than three weeks nor more than six weeks thereafter.  A Disciplinary Committee shall be composed of not fewer than three members of the Board. One member of the committee shall be appointed by the board to be the chairperson. The committee chairperson shall be responsible for the committee minutes. The Recording Secretary shall promptly send one copy of the charges to the accused member by certified mail, together with a notice of the hearing and an assurance that the defendant may personally appear in his, or her, own defense and bring witnesses if he, or she, wishes.

Section 3.  Board Hearing

The Board or its Disciplinary 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 testimony presented by complainant and defendant, the Board or Disciplinary Committee may by a majority vote of those present suspend the defendant from all privileges of the Club for not more than six (6) months from the date of the hearing, or until the next Annual Meeting if that will occur after six months.  And, if the Board or its Disciplinary Committee 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, or her, fellow members at the ensuing Club meeting which considers the recommendation of the Board or Committee. Immediately after the Board or Committee has reached a decision, its findings shall be put in written form and filed with the Recording Secretary. The Recording Secretary, in turn, shall notify each of the parties of the decision and penalty, if any.

Section 4.  Indebtedness

A member who is indebted to the club must be notified of such indebtedness by registered mail and  afforded the opportunity to pay the club the outstanding amount before their good standing may be affected under the provisions of Article I, Section 4.

Section 5.  Expulsion

Expulsion of a member from the Club may be accomplished only at the annual meeting of the Club following a hearing and upon and recommendation of the Board or Committee as provided in Section 3 Board Hearing of Article VI Discipline.  The defendant shall have the privilege of appearing in his, or her, own behalf, though no evidence shall be taken at this meeting.  The President shall read the charges and the findings and recommendations, and shall invite the defendant, if present, to speak on his, or her, own behalf.  The meeting shall then vote by secret ballot on the proposed expulsion.  A 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 and the By-Laws and to the Standard for the breed may be proposed by the Board of Directors or by written petition addressed to the Corresponding 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 Corresponding Secretary for a vote within three months of the date when the petition was received by the Corresponding Secretary.

Section 2.  The Constitution and By-Laws and the Standard for the breed may be amended at any time provided a copy of the proposed amendment has been mailed by the Corresponding Secretary to each member accompanied by a ballot on which each member may indicate his, or her, choice for or against the action to be taken.  The notice shall specify a date not less than thirty (30) days after the date of mailing, by which date the ballots must be returned to the Corresponding Secretary to be counted.  The favorable vote of 2/3 of the members in good standing whose ballots are returned within the time limit shall be required to effect any such amendment.

Section 3. No amendment to the Constitution and By-Laws or to the Standard for the Breed 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

The Club may be dissolved at any time by the written consent of not less than two-thirds (2/3) of the members.  In the event of the dissolution of the Club other than for the 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 the debts of the Club, its property and assets shall be given to a charitable organization for the benefit of dogs selected by the Board of Directors.

ARTICLE IX – ORDER OF BUSINESS

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:

Roll Call
Minutes of Last Meeting
Report of President
Report of Corresponding Secretary
Report of Treasurer

Reports of Committees
Unfinished Business
New Business
Adjournment

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:

Minutes of Last Meeting
Report of Corresponding Secretary
Report of Treasurer
Report of Committees
Unfinished Business
Election 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 by-laws and any other special rules of order the Club may adopt.

Adopted by the American Belgian Malinois Club, Inc.  16 August 1993
Amended   20 March 2003

Approved by The American Kennel Club, Inc.    2 February 2004
Effective   1 April 2004