Tampa Bay Pug Club, Inc. - Constitution And By-Laws

(b)To urge members and breeders to accept the standard of the breed as approved by
the American Kennel Club as the only standard of excellence by which Pugs shall be judged.

(c)To do all in its power to protect and advance the interests of the breed by
encouraging sportsmanlike competition at dog shows and/or obedience trials.

(d)To conduct sanctioned and/or licensed specialty shows 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 from time to time revise such bylaws as may be required to carry out these objects.

ARTICLE II
Membership in the Club

Section 1. Eligibility and Classes of Membership

Any person who is in good standing with the American Kennel Club and who subscribes to the purposes of this Club shall be eligible for membership in the Club. Membership in the Club shall be divided into three classes, as follows:

(a). A class to be known as "regular members" and to consist of all members of the Club who are 18 years of age and over who do not elect to qualify under paragraph B of this Section and who will enjoy all club privileges.

(b) A class to be known as "associate members" which will consist of members of the Club 18 years of age and over who reside outside the state of Florida or who state that they cannot attend regular club meetings. They will enjoy all club privileges except voting at meetings and holding office. An associate member may switch to regular status with the payment of regular dues at any time, provided that he meets the qualifications of becoming a regular member, i.e. a copy of the Tampa Bay Pug Club, Inc. Code of Ethics bearing his signature shall be on file with the club secretary and he shall have attended two regular meetings in the previous twelve months.

(c) A class to be known as "junior members" and to consist of all members of the Club who have not reached the age of 18 years. Such members shall have no voting privileges and shall not be eligible to hold office in the Club They may, however, serve as members of standing or special committees at the option of the Board of Directors.

Section 2. Election to Membership

An applicant for membership shall apply on the form for that purpose approved and promulgated by the Board of Directors. The said form shall state that the applicant agrees to abide by the Articles of lncorporation and by-laws of the Club and the rules of the American Kennel Club. Payment of dues for the current year shall accompany the application. The application shall state the name, address, and occupation of the applicant, the names of any dog clubs to which the applicant belongs or has applied for membership and shall bear the endorsement of two regular members in good standing of this Club. If the applicant is under the age of 18 years, his or her application must designate a regular member of the Club (who may also be one of the applicant's endorsers) as the applicant's sponsor and contain the written acceptance of that of that designation by the sponsor. The application shall be accompanied by a copy of the Tampa Bay Pug Club. Inc. Code of Ethics bearing the signature of the applicant. An application for membership must be filed with the secretary of the club and shall expire after twelve months. The application shall be read at the first meeting of the membership of the Club at which the applicant is present following the receipt of the application. At the next succeeding meeting of the membership of the club at which the applicant is present, the application shall be voted upon by secret ballot by the membership and the affirmative vote of three-fourths of the members present and voting at the meeting shall be required to elect the applicant to membership. Attendance requirements are waived for applicants for associate membership. A newly elected member shall be notified of his or her election by the secretary of the club within five days following the meeting at which he or she was elected to membership and shall be provided with a membership card. An applicant for membership in the Club who fails to receive the required number of votes for election to membership shall not be eligible for membership in the Club until the expiration of a period of twelve calendar months following the date of the meeting at which his application for membership was voted on.

Section 3. Dues

The dues amount for the upcoming fiscal year shall be determined by the Board during the month of January each calendar year. A regular member delinquent in the payment of dues shall not be entitled to vote so long as the delinquency continues. During the month of January each calendar year, the treasurer of the Club shall send to each member a statement for his or her dues for the fiscal year beginning on March 1 of that calendar year.

Section 4: Termination of Membership

A membership may be terminated by resignation, lapse, or expulsion, pursuant to the provisions of the following paragraphs:

(a) Any member of the Club in good standing may resign his or her membership upon written notice to the secretary of the Club, but no member may resign while any obligation of the member to the Club remains unsatisfied. For purposes of the preceding sentence, unpaid trophy pledges and delinquent dues shall be considered unsatisfied obligations to the Club.

(b) A membership will be considered as lapsed and automatically terminated if the member's dues remain unpaid 90 days after the first day of the fiscal year; however, the Board may grant an additional 90 days of grace to such delinquent members in meritorious cases.

(c) The membership of any member may be terminated by expulsion of that member from the Club as provided in Article VI of these by-laws.

ARTICLE III
Meetings

Section 1. Regular Membership Meetings

A regular meeting of the membership of the Club shall be held on any Saturday or Sunday as designated by the Board of Directors during the months of March, May, July, September, November and February, within The Greater Tampa Bay area. Each member shall be notified by the secretary or through the Club bulletin of the date, time and place of each regular meeting at least ten days prior to the date of that meeting. The place and time of the meeting shall be determined by the Board of Directors.

Section 2. Special Membership Meetings

A special meeting of the membership of the Club may be called (1) by the president at any time, or (2) by a majority vote of the members of the Board of Directors present and voting at any duly convened meeting of the Board of Directors at which a quorum is present, or (3) by the secretary of the Club upon receipt of a request for the holding of a special membership meeting signed by five regular members of the Club in good standing. The date, time and place (within 25 miles of the city of Tampa) of any special meeting of the membership of the Club shall be designated by the president, if he or she calls the meeting, or by the members of the Board of Directors, if the meeting is called by a majority vote of the members of the Board of Directors in accordance with the preceding sentence, or by the members who make written request for the holding of the meeting, as the case may be. In any case, a written call and notice of a special meeting of the membership of the Club shall be mailed by the secretary to each member of the Club not more than 15 days and not less than 5 days prior to the date of the meeting. The written call and notice of the meeting shall state the purpose of the meeting, and no business not stated therein may be transacted at meeting.

Section 3. Annual Membership Meeting

The annual meeting of the membership of this Club shall be held in the month of March for the election of officers and directors for the ensuing Club year.

Section 4. Quorum at Membership Meetings

A quorum for the transaction of business at any meeting of the membership shall be twenty per cent (20%) of the members of the Club entitled to vote.

Section 5. Meetings of the Board of Directors

Meetings of the Board of Directors of the Club shall be held within the Greater Tampa Bay area on any Saturday or Sunday as designated by the Board of Directors during the months of March, May, July, September, November and February. Written notice of any meeting of the Board of Directors of the Club other than the annual meeting shall be mailed to each Director by the secretary not more than 15 days and not less than 5 days prior to the date of the meeting.

Section 6. SpeciaI Meetings of the Board of Directors

A special meeting of the Board of Directors of the Club may be called by the president, or by the secretary upon receipt of a written request for the holding of the meeting signed by at least three members of the Board of Directors.

The date, time and place (within he Greater Tampa Bay area) of a special meeting of the Board of Directors of the Club shall be mailed by the secretary to each member of the Board of Directors not more than 15 days and not less than 5 days prior to the day of the meeting. The call and notice of the meeting shall state the purpose of the meeting and no business shall be transacted at the meeting which is not stated in the written call and notice.

Section 7. Quorum of Directors

At any meeting of the Board of Directors a quorum for the transaction of business shall be a majority of the members of the Board of Directors then serving.

Section 8. Membership Voting

Each regular member of the Club in good standing, whose dues are paid for the current year, shall be entitled to one vote at any meeting of the membership of Club at which they are present. Proxy voting shall not be permitted at any meeting of the membership of the Club.

ARTICLE IV
Officers and Directors

Section 1. Board of Directors

The Board shall be comprised of the President, Vice-President, Recording Secretary, Corresponding Secretary, Treasurer and four other persons all of whom shall be regular members in good standing and all of whom shall be elected for a one year term 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 the President, Vice-President, Recording Secretary, Corresponding Secretary and Treasurer shall serve in the respective capacities both with regard to the Club and its meetings and the Board and its meetings. No person shall hold more than one elective office at the same time.

Section 3. Duties of Officers

(a) The president shall preside at all meetings of the membership of the Club and of the Board of Directors, and shall perform the duties and exercise the powers normally appurtenant to the office of president of an organization of this kind.

(b) The vice-president shall perform the duties and exercise the powers of the president whenever the president is absent or incapacitated, and shall perform such other duties as may be delegated to him or her by the Board of Directors.

(c). The recording secretary shall maintain a record of the proceedings at all meetings of the membership of the Club and of the Board of Directors, and of all other matters which the membership of the Club or the Board of Directors shall direct to be recorded.

(d). The corresponding secretary shall receive and respond to all correspondence addressed to the Club, notify members of meetings, notify new members of their election to membership, notify officers and directors of their election to office, maintain a roll of the members of the Club with their addresses, and perform such other duties as may be prescribed by the Board of Directors or in these by-laws.

(e). The treasurer shall collect and receive all moneys due or belonging to the Club. He or she shall deposit the same in a bank designated by the Board of Directors, in the name of the Club. The books of the treasurer shall at all times be open to inspection by the Board of Directors and the treasurer shall report to the Board, at every meeting of the Board, the condition of the Club's finances and every item of receipt or payment not previously reported. At the annual meeting of the membership of the Club, the treasurer shall render an account of all moneys received and expended during the prior fiscal year. The treasurer shall be covered by a standard fidelity bond in such amount as the Board of Directors shall determine.

Section 4. Vacancies

A vacancy in any office or in the Board of Directors shall be filled until the next annual meeting of the membership by appointment of the Board of Directors at the first meeting of the Board of Directors following the creation of that vacancy, or at a special meeting of the Board of Directors called for that purpose, except that a vacancy in the office of president shall be filled automatically by the succession of the vice-president to the office of president The resulting vacancy in the office of vice-president shall be filled by the Board as herein provided.

ARTICLE V
Fiscal Year. Club Year. and Elections

Section 1. Fiscal Year and Club Year

The fiscal year of this Club shall begin on the first day of March of each calendar year and end on the last day of February of the following calendar year. The Club year shall begin immediately following the conclusion of the annual membership meeting and shall continue through the end of the next succeeding annual membership meeting.

Section 2. Election and Taking of Office

Elections shall be by secret and written ballot containing the names of persons nominated in accordance with Section 3 of Article IV. The candidate receiving the greatest number of votes for each office shall be declared elected to that office. The four persons nominated for other positions on the Board who receive the greatest number of votes shall be declared elected. Persons elected as officers or directors shall begin their respective terms of office immediately upon the conclusion of the annual membership meeting at which they are elected. Each retiring officer shall turn over to his successor all properties and records relating to his office within 10 days after the election of his successor.

Section 3. Nominations

During the month of November, the Board of Directors shall appoint a nominating committee consisting of three members and two alternates, not more than one of whom shall be a member of the Board of Directors. The corresponding secretary shall immediately notify each such person of his or her appointment. The Board of Directors shall designate the chairman of the committee and it shall be the duty of the chairman to call a meeting of the committee to be held on or before the next January 1. Nominations shall be made as follows:

(a). The Nominating Committee shall nominate one candidate for each office and four candidates for the four other positions on the Board, and, after securing the consent of each person so nominated, shall immediately report its nominations to the Secretary in writing

(b). Upon receipt of the Nominating Committee's report, the Corresponding Secretary shall on or before January 15, notify each member of the club in writing of the candidates so nominated.

(c). Additional nominations may be made at the February meeting by any member in attendance provided that the person so nominated does not decline when his name is proposed, and provided further that if the proposed candidate is not in attendance at this meeting, his proposer shall present to the Secretary a written statement from the candidate signifying his willingness to be a candidate. No person may be a candidate for more than one position, and the additional nominations which are provided for herein may be made only from among those members who have not accepted a nomination of the Nominating Committee.

(d). Nominations cannot be made at the annual meeting or in any manner other than provided in this section.

(e). No person may be a candidate for any office who will not have been a member of the club for at least six months on the date of the election.

ARTICLE VI
Committees

Section 1. Standing Committees

The Board of Directors of the Club may appoint standing committees to advance the work of the Club in such matters as specialty shows, obedience trials, trophies, annual prizes, membership and other areas which can be served by committees. Any such standing committee shall always be subject to the final authority of the Board of Directors.

Section 2. Special Committees

Special committees may be appointed by the Board of Directors from time to time to assist in particular projects.

Section 3. Termination of Committee Appointment

Any committee appointment may be terminated by the Board of Directors upon written notice to the appointee. The Board may appoint a successor to any committee member who has died or resigned, or whose appointment has been terminated.

Section 4. Term of Committee Appointments

The appointment of a member of the Club to a standing or special committee shall be for a term ending at the conclusion of the next succeeding annual membership meeting of the club.

ARTICLE VII
Discipline

Section 1. Automatic Suspension

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

Section 2. Charges of Misconduct

Any member of this Club may prefer charges against any other member for alleged misconduct prejudicial to the best interests of the Club or of the breed. In such a case, the procedures set forth in this Section 2 and in Sections 3 and 4 shall be followed.

(a). The member preferring the charges (hereinafter called 'complainant") shall file them in writing and in duplicate with the secretary of the Club and simultaneously deposit the sum of $10.00 with the secretary. That deposit shall be forfeited if the charges are not sustained by the Board of Directors of the Club following a hearing.

(b). Upon receipt of any such written charges, the secretary of the Club shall promptly send a copy thereof to each member of the Board of Directors or present them at the next succeeding meeting of the Board of Directors.

(c). Upon receiving copies of written charges from the secretary, the Board of Directors shall first consider whether the action alleged, if proven, constitutes conduct prejudicial to the best interests of the Club or of the breed. If the Board of Directors considers that the charges do not allege conduct prejudicial to the best interest of the Club or of the breed, it shall not proceed further with respect to those charges. If the Board of Directors shall determine that the actions alleged in the charges, if proven, would constitute conduct prejudicial to the best interest of the Club or of the breed, it shall fix a date for a hearing by the Board of Directors with respect to those charges. The date of that hearing shall not be less than three weeks nor more that six weeks following that meeting of the Board of Directors. In such a case, the secretary of the Club shall promptly send one copy of the charges to the accused member of the Club (hereinafter called "defendant") by registered mail together with a notice of the hearing and a statement in writing assuring the defendant that he or she may personally appear in his or her own defense and bring witnesses if he or she wishes.

Section 3. Hearing by the Board of Directors

The Board of Directors shall have complete authority to decide whether counsel may attend the hearing on written charges but both the complainant and the defendant shall be treated uniformly in that regard. The hearing shall proceed only if a quorum, of the Board of Directors is present After hearing all the evidence presented on behalf of the complainant and the defendant, the Board shall by a majority vote of those present determine whether the charges have been sustained and, if so, it may reprimand or suspend the defendant from all privileges of the Club for a period of not more than six months from the date of the hearing. If the Board of Directors shall determine, it may also recommend to the membership of the Club that the defendant be expelled. 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 of Directors has reached its decision, its findings shall be put in written form and filed with the secretary. The secretary, in turn, shall immediately notify the complainant and the defendant of the Board's decision and the penalty imposed, if any.

Section 4. Expulsion

No member of this Club may be expelled except by two-thirds vote of the members of the Club present and voting at the next meeting of the membership of the Club at which a quorum is present following the hearing conducted by the Board of Directors as hereinabove provided and only if that meeting is held no sooner than 30 days and no later than 60 days following the hearing date and only upon the recommendation of the Board of Directors as provided in Section 3 above. The defendant shall have the privileges of appearing in his or her own behalf, but no evidence shall be heard at that meeting. The presiding officer of the Club shall read the charges and the findings of the Board of Directors and its recommendations, and shall invite the defendant, if he or she is present, to speak on his or her own behalf if he or she wishes. The members of the Club present at the meeting shall then vote by secret written ballot on the proposed expulsion. If the required numbers of votes in favor of expulsion are not cast, the suspension by the Board of Directors shall stand.

ARTICLE VIII
Order of Business

Section 1. Membership Meetings

At any meeting of the membership of this Club, the order of business, so far as the character and nature of the business may permit, shall be as follows:

Roll call
Presentation of minutes of the last meeting
Report of president
Report of secretary
Report of treasurer
Reports of standing and special committees
Election of officers and directors (at annual meeting)
Election of new members
Unfinished business
New business
Adjournment.

Section 2. Board of Directors

At meetings of the Board of Directors, the order of business, unless otherwise directed by a majority vote of those present, shall be as follows:

Roll call
Presentation of minutes of the last meeting
Report of president
Report of secretary
Report of treasurer
Reports of standing and special committees
Unfinished business
New business
Adjournment.

ARTICLE IX
Parliamentary Law

The rules contained in Robert's Rules of Order Revised, current edition, shall govern the Club in all cases to which they are applicable and in which they are not inconsistent with the provisions of the Club's Articles of Incorporation, the provisions of these by-laws, the provisions of standing rules adopted by the Club, or special rules of order established by the Club.

Note: Provisions governing amendment of the Articles of Incorporation and by-laws, and dissolution of the Club, are contained in the Articles of Incorporation. These provisions are quoted below for information and reference:

ARTICLE X
(in part)

Dissolution

Section 1The Club may be dissolved at any time by written consent of not less than 2/3 of the members in good standing. In the event of the dissolution of the club other tan for purposes of reorganization whether voluntary or involuntary or by operation of the law, none of the property of the club nor any proceeds thereof nor any assets of the club 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 XI

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 20 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 majority 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. A two-thirds majority of the members present and voting must be met to amend any portion of the constitution and by-laws.

Section3. No amendment to the constitution and 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 (since the bylaws of The American Kennel Club require such approval).

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