Constitution and Bylaws of

CENTRAL FLORIDA ENGLISH SETTER CLUB

Article I - Name and Objects

Section 1. The name of the Club shall be “Central Florida English Setter Club.”

Section 2. The objects of the Club shall be:

1. to encourage and promote quality in the breeding of pure-bred English Setters and to do all possible to bring their natural qualities to perfection;
2. 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 English Setters shall be judged;
3. to do all in its power to protect and advance the interests of the breed by encouraging sportsmanlike competition of dog show, obedience trials, and field trials;
4. to conduct sanctioned and licensed specialty shows, obedience trials, tracking tests, and field trials 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 objects.

Article I

Membership

Section 1. Eligibility. There shall be three types of membership. 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.

1. Individual and Household memberships is 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. Household membership shall be defined as husband and wife and their children under the age of eighteen or legally registered household and their children under the age of eighteen. Household and Individual memberships are entitled to vote and hold office. Household memberships are entitled to a maximum of two votes.
2. Junior memberships are offered to those persons between the ages of 10 and 17, and junior members are not entitled to vote or hold office.

Section 2. Dues. Dues are payable on or before the 1^st day of June of each year. During the month of April, the Treasurer shall send to each member a statement of dues for the ensuing year. New members elected after June of any year shall not be billed again for dues until April of the following year.

1. The Board of Directors may annually establish a dues rate for members at its first meeting following the Annual meeting.
2. No member may vote whose dues are not paid for the current year.

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 this Constitution and Bylaws and the rules of The American Kennel Club. The application shall state the name, address, and occupation 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 following its receipt. At the next Club meeting, the applications will be voted upon and affirmative votes of 2/3 of the members present and voting by special ballot at that meeting shall be required to elect the applicant.

Applicants for membership who have been rejected by the club may not re-apply within sic months after such rejection.

(a) Junior applications requirements are the same as above.

Section 4. Termination of Membership. Members may be terminated:

1. 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 the fiscal year.
2. By lapsing. A membership will be considered as lapsed and automatically terminated if such member’s dues remain unpaid 30 days after the first day of the fiscal year; however, the Board may grant an additional 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.
3. By expulsion. A membership may be terminated by expulsion as provided in Article VI of these Bylaws.

ARTICLE II

Meetings and Voting

Section 1. Regular Meetings. There shall be at least 6 regular meetings per year (not including the Annual meeting). all meetings shall take place with in the Greater Haines City area. The date, time and place shall be determined by the Board, and notice of such meetings shall be mailed by the Secretary at least 10 days prior to the dare of the meeting by the Secretary. Twenty percent of the members in good standing shall constitute a quorum for the meeting.

Section 2. Special Meetings. Special meetings held within the Greater Haines City area, 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; or shall be called by the Secretary upon receipt of a petition signed by five members of the Club who are in good standing. Such meetings shall be held at such date, hour and place as may be designated by the Board. Written notice stating the place, date, time and purpose of the meeting shall be mailed at least 5 days and not more than 15 days prior to the date of the meeting. No business may be transacted at such meetings other than as specified in the written notice. Twenty percent of the members in good standing shall constitute a quorum for the meeting.

Section 3. Board Meetings. Meetings of the Board of Directors shall be held each month in the Greater Haines City area at such hour and place as may be designated by the Board. Written notice of each such meeting shall be mailed by the Secretary at least 5 days prior to the date of the meeting. the quorum for such meetings shall be a majority of the Board.

Section 4. Special Board Meetings. Special Board Meetings of the Board may be called by the President; and shall be called by the Secretary upon receipt of a written request signed by at least 3 members of the Board. Such special meetings shall be held within the Greater Haines City area at such date, place and hour as may be designated by the person authorized herein to call such meetings. Written notice of such meetings shall be mailed 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 no other business shall be transacted thereat. The quorum for such meetings 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 vote at any meeting of the Club at which he or she is present. Proxy voting will not be permitted at any club meeting or election.

ARTICLE III

Directors and Officers

Section 1. Board of Directors. The Board shall be composed of the officers and 3 other persons, all of whom shall be members in good standing and all of whom shall be elected for one-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.

Section 2. Officers. The Club’s officers, consisting of 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.

1. 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 the Bylaws.
2. The Vice-President shall have the duties and exercise the powers of the President’s in his/her absence, incapacity, or death.
3. The Secretary shall keep a record of all 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.
4. The Treasurer shall collect and receive all moneys due or belonging to the club. Moneys 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’s received and expended during the previous fiscal year. The Treasurer shall be bonded in such amount as the Board of Directors shall determine.

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 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 automatically filled by the Vice President and the resulting vacancy in the office of the Vice-President shall be filled by the Board.

ARTICLE IV

The Club Year, Annual Meeting, Elections

Section 1. Club Year. The club’s fiscal year shall begin on the 1^st day of June and end on the last day of May. The Club’s official year shall begin immediately at the conclusion at the election of the annual meeting and shall continue through the election of the next annual meeting.

Section 2. Annual Meeting. The annual meeting 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. 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 30 days after the election.

Section 3. Elections. The nominated candidate receiving the greatest number of votes for each office shall be declared elected. The nominated candidates for the other positions on the Board who receive the greatest number of votes for such positions shall be declared elected.

Section 4. Nominations. No person may be a candidate in a club who has not been nominated. During the month of July, 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 members of the committee and alternates of their selection. The Board shall name a Chairman for the Committee and it shall be such person’s duty to call a committee meeting which shall be held on or before July 30^th.

1. The Committee shall nominate one candidate for each office and position on the Board and, after securing the consent of each person so nominated, shall immediately report their nominations to the Secretary in writing.
2. Upon receipt of the Nominating Committee’s report, the Secretary shall before August 10^th notify each member in writing of the candidates so nominated.
3. Additional nominations may be made at the October meeting by any member in attendance, providing that such 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 may be a candidate for more than one position.
4. Nominations cannot be made at the annual meeting or in any manner other than as provided in this Section.

ARTICLE V

Committees

Section 1. The Board may each year appoint standing committees to advance the work of the club in such matters as specialty shows, obedience trial, field trials, trophies, annual prizes, membership and other fields which may well be served by the committees. Such committees shall always be subject to the final authority of the Board. Such 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 the privileges of The American Kennel Club automatically shall be suspended from the privileges of the Central Florida English Setter 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 the breed. Written charges with specifications must be filed in duplicate with the Secretary together with a deposit of $25.00 which shall be forfeited if such charges are not sustained by the Board following a hearing. The Secretary shall promptly send a copy of the charges to each member of the Board or present them at a Board meeting, and the Board shall first consider whether the actions alleged in the charges, if proven, might constitute prejudice 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 interest of the Club, it may refuse to entertain jurisdiction. If the Board entertains jurisdiction of the charges, it shall fix a date of hearing by the Board not less that 3 weeks nor more than 5 weeks thereafter. The Secretary shall promptly send one 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 own defense and bring witnesses if he/she wishes.

Section 3. Board Hearing. The Board 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 the complainant and defendant, the Board may by a majority vote of those present reprimand or suspend the defendant from all privileges of the Club for not more than six months from the date of the hearing. And, 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 Club meeting which considers the Board’s recommendation. Immediately after the Board has reached a decision, its finding shall be put in writing and filed with the Secretary. The Secretary, in turn, shall notify each of the parties of the Board’s decision and penalty, if any.

Section 4. Expulsion. Expulsion of a member from the club may be accomplished only at a meeting of the Club following a Board hearing and upon the Board’s recommendation provided in Section 3 of this Article. Such proceeding may occur at a regular or special meeting of the Club to be held within 60 days, but not earlier than 30 days, after the date of the Board’s recommendation of expulsion. The defendant shall have the privilege of appearing on his own behalf, though no evidence shall be taken at this meeting. The President shall read the charges and the Board’s finding and recommendation, and shall invite the defendant, if present, to speak in his/her own behalf if he or she so wishes. The members shall then vote by secret ballot on the proposed expulsion. A 2/3 vote of those present and voting at the meeting shall be necessary for expulsion. If expulsion is not so voted, The Boards suspension shall stand.

ARTICLE VII

Amendments

Section 1. Amendments to the constitution and bylaws may be approved 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 supplied 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 secret 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.

ARTICLE VIII

Dissolution

Section 1. The Club may be dissolved at any time by written consent of not less than two-thirds of the members. In the event of the dissolution of the Club other than for the purposes of reorganization whether voluntary or involuntary by operation of law, none of the property of the Club or 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 the 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 the last meeting

Report of the President

Report of the Secretary

Report of the Treasurer

Reports of Committees

Election of Officers and Board (at Annual Meeting)

Election of New Members

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 the minutes of the last meeting

Report of the Secretary

Report of the Treasurer\Reports of Committees

Unfinished Business

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 other special rules the Club may adopt.