Constitution By Laws

CONSTITUTION AND BYLAWS

Mastiff Club of Northern Ohio

CONSTITUTION

Article 1. NAME AND OBJECTIVES

SECTION 1 NAME

(1) The name of the club shall be the Mastiff Club of Northern Ohio and may also be referred to as MCONO

SECTION 2 OBJECTIVES

(1) The objectives of the club shall be:

(a) to encourage and promote the selective breeding of quality purebred Mastiffs

(b) to disseminate information about the Mastiff breed

(d) to protect and advance the interests of the breed and to encourage sportsmanlike competition at dog

shows and obedience trials;

(e) to promote and encourage health testing in the Mastiff breed

(f) to encourage and support Mastiff Rescue

(g) to urge members and breeders to accept the standard of the breed as approved by the AKC as the only standard of excellence by which Mastiffs shall be judged.

SECTION 3

The Club shall not be conducted or operated for profit and no balance or remainder of 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.

BYLAWS

Article 1. Membership

Section 1. Eligibility

There shall be three (3) types of membership open to all persons who are in good standing with the American Kennel Club and who subscribe to the purposes of this Club. They are Junior and Active and Associate.

Junior Membership: To protect the future of our breed; MCONO offers a Junior membership for children at least ten (10) years, and less than eighteen (18) years of age who are seeking Active membership. Junior members shall be eligible for Active status upon their 18th birthday. Junior members have no voting or office holding privileges.

Active membership shall be open to all persons eighteen (18) years or older. Members shall be in good standing with the American Kennel Club and must subscribe to the purposes of this Club and to the Code of Ethics. Active members shall pay dues and shall have individual voting privileges. After having served 12 months as an Active member, a member shall be granted office holding privileges and may hold office.

Associate membership shall be offered to all persons who do not wish to be Active members. Associate members shall be in good standing with the American Kennel Club and must subscribe to the purposes of this Club and to the Code of Ethics. Associate members shall pay dues and are entitled to all club privileges except voting and office holding.

Article 1. Membership

Section 2. Dues

Membership dues shall be set by a 2/3 majority vote of the Board of Directors and shall not exceed $50.00 per year unless approved by the general membership. Dues are payable in U.S. funds and are due and payable on or before the first (1) day of July each year. Upon renewing the dues each year the member is agreeing to abide by the current Constitution, By-Laws and Code of Ethics that are in force as of the year in renewal. Past due indebtedness to the Club and any bank charges for returned checks will be paid by the applicant/member before membership is valid or is renewed. No member may vote whose dues are not paid for the current year. During the month of May, the Treasurer shall send out a general reminder and a statement of any outstanding monies to individuals in arrears. If a member does not renew by August 1, they will be dropped from the membership list.

Article 1. Membership

Section 3. Election to Membership

(a) Junior Membership. An applicant for Junior membership shall apply on a form approved by the Board of Directors which shall provide that the applicant agrees to abide by the Constitution, Bylaws, and the Code of Ethics of the MCONO and the rules and regulations of the American Kennel Club.

The application for Junior membership shall state the name and address of the applicant and shall carry the endorsement of either one (1) family member and one (1) unrelated person or two (2) persons unrelated to each other or the applicant, who are both Active Members in good standing.

(b) Active and Associate Membership. Each applicant for membership shall apply on a form approved by the Board of Directors which shall provide that the applicant agrees to abide by the Constitution, Bylaws, and the Code of Ethics of the MCONO and the rules and regulations of the American Kennel Club.

Dues for the current year shall be included with the application and shall be made payable by check or money order in U.S. funds to the MCONO. The Treasurer shall forward all information on to the Membership Secretary who will be responsible for announcing the new member to the Board and sending them a welcome packet.

Article 1. Membership

Section 4. Termination of Membership

Membership may be terminated:

(a) by resignation. Any member in good standing may resign from the Club upon written notice to the Corresponding Secretary. No member may resign when in debt to the Club or when facing charges pursuant to Article VI, Section 2 of the Bylaws. Dues obligations and advertising obligations are considered a debt to the Club. Dues are 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 thirty (30) days after the first day of the fiscal year (July 1). After this time the member has an additional 30 days to pay their dues in full, plus a $25.00 late fee. In no case may a member be entitled to vote whose dues are delinquent. A member whose dues have lapsed after this time must reapply for membership as outlined in Article I. Section 3. Election to Membership.

Article II. Meetings

Section 1. Club Meetings

The Club meetings shall take place at a time and location voted on and approved by the board. Written notice of each such meeting change shall be mailed or emailed by the Secretary at least ten (10) days prior to the date of the meeting. The quorum for such meetings shall be ten (10%) percent of the Active members in good standing

Article II. Meetings

Section 2. Special Club Meetings

Special Club meetings may be called by the President or by a majority of the members of the Board who are present at the Board meeting, or who vote by mail, email, fax or any other electronic devices deemed acceptable to the Board. The Special Club meeting shall be called by the Membership Secretary upon receipt of a petition, stating the subject of said meeting, and signed by ten percent (10%) of the Active members in good standing. Such meetings shall be held at a place, date, and hour as may be designated by the Board of Directors. Written notice of such meetings shall be mailed or emailed by the Membership Secretary at least fifteen (15) days prior to the meeting. The quorum for a special club meeting shall be ten percent (10%) of the Active members in good standing.

Article II. Meetings

Section 3. Board Meetings

Board meetings shall take place at a time and location voted on and approved by the board, and may be held in conjunction with the regular meetings. Board planning meetings may be held on an as-need basis. Board meetings may be changed if approved by the board and if all board members are notified. Written notice of each such meeting change shall be mailed or emailed (provided all board members are provided with means to receive email) by the Secretary to each member of the Board at least seven (7) days prior to the date of the meeting.

The quorum for a Board meeting shall be a majority of the Board voting in person, mail, fax or any other electronic device deemed acceptable by the Board. Board business may also be held via teleconference or video conference.

Article II. Meetings

Section 4. Board Business

The Board of Directors may conduct its business by mail, email, fax, other electronic devices (provided each board member has means of this use), through the Membership Secretary, or by telephone conference call (provided it does not conflict with any other provision of these bylaws). Board business may be conducted by email provided that 1) each member has the means to participate; 2) a procedure is in place to verify the identity of the individuals participating to ensure that they are the eligible board members; 3) a mechanism is in place to verify that the eligible board members are "listening"; 4) all board members agree to participate in this manner. Any business discussed or voted on by telephone conference, mail, fax or email shall be confirmed in writing by the Secretary within seven (7) days and sent to all Board members for approval.

Article II. Meetings

Section 5. Voting

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. Directors and Officers

Section 1. Board of Directors

The Board shall be comprised of the President, Vice President, Secretary(Recording), Membership Secretary(Corresponding), Treasurer and there shall also be four (4) Board Members comprised of two (2) even and two (2) odd Board Members, all of whom shall be members in good standing and who are residents of the United States. All of whom shall be elected for a two (2) year term. General Management of the Club's affairs shall be entrusted to the Board of Directors. The Board of Directors shall serve no more than two (2) consecutive terms in any position and there shall be at least a period of one (1) year out of office before any individual is eligible to seek another position.

Article III. Directors and Officers

Section 2. Officers

(a) The President shall preside at all meetings of the Club and of the Board and shall have the duties and powers normally apparent to the office of President in addition to those particularly specified in these by-laws. Along with the Treasurer he/she shall be bonded.

(b) The Vice-President shall have the duties and exercise the powers of the President in the case of the President’s death, absence or incapacity.

(c ) The Secretary (Recording) shall keep a record of all meetings of the Club and of the Board and of all votes taken by mail, fax, or any other electronic device deemed appropriate by the Board and of all matters of which a record shall be ordered by the Club. The Secretary shall prepare and publish to all Club members a meeting agenda and a summary of the Board minutes, including all motions and votes. The Secretary is responsible for recording all changes and additions to the Constitution, By Laws and Code of Ethics.

(d) The Membership (Corresponding) Secretary shall have charge of the official communication and correspondence which shall include notifying members of meetings and events and elections and election deadlines, notifying officers and directors of the their election to office, keeping a roll of the members of the Club with their addresses, and carrying out such election duties as prescribed in these By-Laws.

(e) The Treasurer shall collect and receive all monies due or belonging to the Club. He/she shall deposit the ame in a bank approved by the Board in the name of the Club. His/her books shall at times be open to the inspection of the Board and he/she 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. He/she shall render an account of all monies, including PayPal, received and expended during the previous fiscal year. The Treasurer shall be bonded in such amount as the Board of Directors shall determine.

Article III. Directors and Officers

Section 3. Vacancies

In the event any vacancy occurs on the Board or among the officers, the remainder of the term of the vacated position shall be filled at the next scheduled Board meeting by an Active member in good standing who is eligible to hold office, by a majority vote of the Board. Such member is to finish out that term in the position appointed by the Board, 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 Board appointment.

If the vacancy is that of the Secretary, Membership Secretary or Treasurer, the retiring officer shall turn over all properties and records to the designated successor as soon as possible, but no later than thirty (30) days. Failure to turn over property and records may result in charges being filed against the retiring officer.

Article III. Directors and Officers

Section 4. Discipline

In the event a Board member is unable to attend to their responsibilities or conducts themselves so as to be a detriment to the club, they may be asked to step down from their position on the Board. This must be by a majority decision of the Board and the request must be made in writing by the President. If said Board member contests this request to step down, the process will be as designated in Article VI.

If the vacancy is that of the Secretary, Membership Secretary or Treasurer, the retiring officer shall turn over all properties and records to the President or designated successor as soon as possible, but no later than thirty (30) days. Failure to turn over property and records may result in charges being filed against the retiring officer.

Article IV. The Club Year, Annual Meeting, Elections, Nominations

Section 1. Club Year

The Club’s fiscal year shall begin on the first day of July and end on the last day of June. The club’s official year shall be January 1 through December 31. All newly elected officers shall take office on January first (1) of each calendar year.

Article IV. The Club Year, Annual Meeting, Elections, Nominations

Section 2. Annual Meeting

The annual meeting of the club shall be held during the time period of November first (1) to November thirtieth (30) of each calendar year in conjunction with the Columbus Ohio Dog Show if possible, or at a place, date, and hour designated by the Board of Directors. New Officers and Board of Directors for the ensuing year shall be elected at this meeting, by secret ballot from among those nominated in accordance with Section 4 of this Article. They shall take office on Jan 1st of the ensuing year, and each retiring officer shall turn over to the successor in office all properties and records relating to that office within 60 days of the election.

Written/email notice of each Annual Meeting shall be mailed/emailed by the Membership Secretary to each member at least ten (10) days prior to the date of the meeting. The quorum for the Annual Meeting shall be ten percent (10%) of the Active members in good standing.

Article IV. The Club Year, Annual Meeting, Elections, Nominations

Section 3. Annual Election

Elections: The nominated candidate receiving the greatest number of votes for each office or board position shall be declared elected.

The election of Officers and Directors shall be divided as follows to promote Board continuity. In even numbered years the election of President, Secretary (Recording) and two (2) Board members at Large (herein after known as Even Year Board Members) shall be held. In odd numbered years the election of Vice President, Membership Secretary (Corresponding), Treasurer and two (2) Board Members at Large (herein known as Odd Year Board Members) shall be held. The odd and even Board members have been designated as such by the original order that they were elected to the board. Appointed Board members shall hold the term of the member’s position that they are replacing.

Article IV. The Club Year, Voting, Elections, Nominations

Section 4. Nominations

No person may be a candidate in a Club election who has not been nominated in accordance with these Bylaws. A Nominating Committee shall be chosen by the Board of Directors at a meeting held in April. The Committee shall consist of seven (7) members of the Club, which shall include five (5) core voting members plus two (2) alternates who will be included in all meetings and discussions and may vote if made necessary by the loss of one of the core group. All members of the Committee shall be Active members in good standing, no more than one of whom shall be a member of the current Board of Directors. No person may be a nominee in a Club election who has not been an Active member in good standing for one (1) year. The Membership Secretary shall immediately notify the committeemen and alternates of their selection. The Board shall name a chairperson of the Nominating Committee who shall report to the Membership Secretary and who shall be responsible for calling a Nominating Committee meeting, which shall be held within 30 days of the April general meeting.

(a) The Nominating Committee shall nominate, from among the eligible members of the Club, one (1) candidate for each position which shall expire December thirty-first (31) of the current year and shall procure the acceptance of each nominee so chosen. After securing consent from each person nominated, the Committee shall then submit its slate of candidates to the Membership Secretary who shall mail the list, including the full name of each candidate and the name of the state and in which he/she resides and how long they have been a member of the club, to each member of the Club on or before September first (1) so that additional nominations may be made by the members, if they so desire.

(b) Additional nominations may be made at the (Aug/Sept) 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 may be candidate for more than one position.

(c) If no valid additional nominations are made at the (Aug/Sept) meeting, the Nominating Committee’s slate shall be declared elected and no election will be required at the Annual Meeting held in November.

(d) 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 special committees to advance the work of the Club in such matters as dog shows, obedience trials, trophies, annual prizes, and other fields which may well be served by special committees. Such committees shall always be subject to the final authority of the Board of Directors. There may also be Standing Committees which assist the Board of Directors in carrying out the day-to-day business of the Club. Standing Committees shall file a year-end report to the Secretary no later than November first (1) of each calendar year. Such reports shall include the committees’ actions over the past year, listing its current objectives and any recommendations for the coming year. The Board of Directors, at the annual meeting held in November, shall review each Standing Committee’s report. The Board of Directors shall then review and appoint each chairperson and committee for the coming year. The previous years’ Committee Chairpersons shall serve as advisors for the current chairpersons. Committee Chairpersons may appoint and may terminate members of their respective committee. All said members are to report and work under the Committee Chairperson.

Article V. Committees

Section 2.

Any committee appointment may be terminated by a majority vote of the Board of Directors and by written notice to the appointee by the Membership Secretary. The Board may appoint successors to those persons whose service has been terminated.

Article VI. Discipline

Section 1. American Kennel Club Suspension

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

Article VI. Discipline

Section 2. Charges

A member may prefer charges against any club member for alleged misconduct prejudicial to the best interest of the breed or Club. Written charges with substantiating documents must be filed in duplicate with the Secretary together with a fee of One Hundred dollars ($100.00). Which shall be forfeited if such charges are not sustained by the board. The Secretary shall promptly send a copy of the charges to the Board.

The Board shall review all documentation to consider whether the alleged actions in the charges might constitute a violation of the MCONO Code of Ethics or conduct prejudicial to the best interest of the breed or Club. If the Board considers that the alleged charges do not constitute a violation of the Code of Ethics or conduct which would be prejudicial to the best interest of the breed or Club, they shall dismiss the charges. The Board shall, within thirty (30) days of receipt of the charges, notify the Secretary of their decision. The Secretary will notify the person(s) who submitted the charges in writing.

If the Board determines, by majority vote, that there is sufficient evidence of a violation of the Code of Ethics or conduct which would be prejudicial to the best interest of the breed or club, a Board Hearing will be recommended. The Board shall appoint a Hearing Chairperson. The Hearing Chair will set a date and a time of not less than forty (40) days nor greater than sixty (60) days of their notification of the findings and so notify the Secretary. The Secretary shall then, within five (5) days, send a copy of the charges, the hearing time, date, and instructions, along with an assurance that the defendant may personally appear in his own defense and bring witnesses if he wishes, to the accused member and the complainant via certified/return receipt mail.

Article VI. Discipline

Section 3. Board Hearing

The Board shall have complete authority to decide whether counsel may attend the hearing, but both the defendant and the complainant shall be treated uniformly in that regard. The hearing shall be taped by the Secretary. 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, impose punitive action

Immediately after the Board has reached a decision, its findings shall be put in written form and filed with the Secretary or President. The Secretary/President in turn, shall notify each of the parties of the decision and penalty, if any. If the Board of Directors deems the punishment insufficient, they may 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 will consider the recommendation of the Board of Directors for expulsion.

Article VI. Discipline

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 as provided in Section 3 of this Article. Such proceedings 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 in 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 own behalf if he 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 board’s penalty (or suspension) shall stand.

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 Membership Secretary signed by twenty percent (20%) of the Active members in good standing. Amendments proposed by such petition shall be promptly considered by the Board of Directors and must be submitted to the eligible voting membership with recommendations of the Board by the Membership Secretary for a vote within three (3) months of the date when the petition was received by the Membership Secretary.

Article VII. Amendments

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 ten (10) days prior to the date of the meeting.

Article VII. Amendments

Section 3.

No amendment to the Constitution and Bylaws that is adopted by the Club, shall become effective until it is approved by the Board of Directors and confirmed that it is in accordance with 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 2/3, of the Active members in good standing. In the event of the dissolution of the Club, other than for purposes of reorganization whether voluntary or by the operation of the law, none of the property of the Club, proceeds thereof or any assets of the Club, shall be distributed to the members of the Club. But after payment of the debts of the Club, its property and assets shall be given to the charitable organization for the benefit of dogs selected by the Board of Directors.

Article IX. Order of Business

Section 1. Order of Business

At Meetings of the Club, the order of business so far as the character and nature of the meeting shall be as listed.

Roll Call

Report of Minutes of the Last Meeting

Report of President

Report of the Recording Secretary

Report of the Membership (Corresponding) Secretary

Report of the Treasurer

Report of the Committees

Unfinished Business

New Business

Elections

Adjournment

Article IX. Order of Business

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:

Roll Call

Report of Minutes of the Last Meeting

Report of President

Report of the Recording Secretary

Report of the Membership (Corresponding) Secretary

Report of the Treasurer

Report of the 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 By-Laws and any other special rules of order the Club may adopt.

Approved by vote of the MCONO membership: 4/25/10

revised Article IV Section 4 11/19/11

Approved by the American Kennel Club: date tbd