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Board of Directors
TWIN CITIES OLD ENGLISH SHEEPDOG CLUB, INC.
ARTICLES OF INCORPORATION
NAMES AND OBJECTIVES
SECTION 1. The name of the Club shall be Twin Cities Old English Sheepdog Club, Inc.
SECTION 2. The objectives of the Club shall be:
(A) to encourage, protect and promote the breeding of purebred Old English Sheepdogs, and to do all possible to bring their natural qualities to perfection;
(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 Old English Sheepdogs 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 obedience trials;
(D) to conduct sanctioned and licensed specialty shows and obedience trials under the rules 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.
SECTION4. ThemembersoftheClubshalladoptanymayfromtimetotimerevisesuch By-Laws as may be required to carry out these objectives.
BY-LAWS OF THE TWIN CITIES OLD ENGLISH SHEEPDOG CLUB, INC. (Revised May, 1986)
ARTICLE I MEMBERSHIP
SECTION 1. Eligibility. There shall be two types of membership as follows:
Type I - open to all person 18 years or older; Type II - junior members 12 to 18 years of age;
all of whom must be in good standing with the American Kennel Club and who subscribe to the purposes of this Club. 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.
SECTION 2. Dues. Membership dues for the next fiscal year shall next fiscal year shall be an amount set by the Board (not to exceed $25.00) and announced to the Membership at the January meeting of the Club. Dues shall be payable on or before the last day of June each year. No member may vote whose dues are not paid for the current year. During the month of May the Treasurer shall send to each member a statement of his dues for the ensuing year.
Membership dues for those new members joining the Club after January 1 each year shall be one half the amount set by the Board for the current year.
SECTION 3. Election to Membership. Each applicant for membership shall be required to attend two regular Club meetings. 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 these constitutions and By-Laws and the rules of the American Kennel Club. The applicationshallcarrytheendorsementoftwomembers. However,iftheapplicationdoes not
carry such an endorsement, the Board will act as a membership committee and will review such applications for membership and refer them, with their opinions, to the membership. 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 application will be voted upon and affirmative voted of 3/4 of the application will be voted upon and affirmative s votes of 3/4 of the members present and voting at that meeting shall be required to elect the applicant. If disapproved, the tendered dues shall be refunded.
Applicants for membership who have been rejected by the Club may not re-apply within six months after such rejection.
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 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 15th day of June.
(B) by lapsing. A membership will be considered as lapsed and automatically terminated if such member’s dues remain unpaid 90 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.
(C) by expulsion. A membership may be terminated by expulsion as provided in Article VI of these By-Laws.
MEETINGS AND VOTING
SECTION 1. Club Meetings. Meetings of the Club shall be held in the Minneapolis - St. Paul greater metropolitan area at the discretion of the Board of Directors, at such hour and place as may be designated by the Board of Directors. Written notice of each such meeting shall be mailed by the Secretary at least 10 days prior to the date of the meeting. The quorum for such meetings shall be 20% of the members in good standing.
The Board may cancel or change the date of a Club meeting provided written notice is mailed 10 days prior to the date of the meeting.
SECTION 2. Special Club Meetings. Special Club meetings may be called by the President or by a majority vote of the members of the Board who are present and voting at any regular or special meeting of the Board, and shall be called by the Secretary upon receipt of a petition signed by five members of the Club who are in good standing. Such meetings shall be held in the Minneapolis - St. Paul greater metropolitan area at such place, date and hour as may be designated by the person or persons authorized herein to call such a meeting. Written notice of such a meeting shall be mailed by the Secretary at least 5 days and not more than 15 days prior to the date of the meeting., and said notice shall state the purpose of that meeting and no other Club business may be transacted thereat. The quorum for such a meeting shall be 20% of the members in good standing.
SECTION 3. Meetings of the Board of Directors shall be held in the Minneapolis St. Paul greater metropolitan area no less than 6 times a year or, as often as the Board deems necessary at such hour and place as may be designated by the Board. Written notice of each meeting shall be mailed by the Secretary at least 5 days prior to the date of the meeting. The quorum for such a meeting shall be a majority of the Board.
SECTION 4. Special Board Meeting. Special 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 a tleastthreemembersoftheBoard. SuchspecialmeetingsshallbeheldintheMinneapolis St. Paul greater metropolitan area at such place, date, and hour as my be designated by the person authorized herein to call such a meeting. Written notice of such a meeting shall be mailed by the Secretary at least 5 days and not more than 10 days prior to the date of the meeting., or telegraphic notice shall be filed at least 3 days and not more than 5 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. A quorum for such a meeting shall be a majority of the Board.
SECTION 5. Voting. Each member in good standing whose duress 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.
DIRECTORS AND OFFICERS
SECTION 1. Board of Directors. The Board of Directors shall be comprised of sever (7) members who shall be elected at the annual meeting from among the Type I members of the Corporation.
The current Board of Directors shall serve for two years and six months. Annually thereafter, all terms shall be for two years with three members elected on even numbered years, and four members elected on odd numbered years.
SECTION 2. Officers. The President, Vice-President, Secretary and Treasurer shall be elected annually by the Board of Directors, each office to be selected from the Board. Elections of officers shall be held at the first meeting of the Board immediately following the annual meeting. The officers shall serve in their respective capacities both with regard totheCorporationanditsmeetingsandtheBoardanditsmeetings. Thismeetingshallbe conducted by the remaining Board member who hold the highest position (President, Vice- President, Secretary and Treasurer), until the President is selected, at which time the President shall preside over the Board meeting.
(A) The President shall preside at all meetings of the Corporation and of the Board and Shall be responsible for day to day operation of the Corporation and shall have the duties and powers normally appurtenant to the office of the President in addition to those specified in these By-Laws.
(B) In case of the President’s death, absence or incapacity as determined and verified by the Board, the Vice-President shall assume the duties and exercise the powers of the President and if the replaced President’s absence shall be permanent, the Board, from its members, shall elect a new Vice-President for the unexpired term.
(C) The Secretary shall keep a record of all meetings of the Corporation and of the Board and of all votes taken by mail and of all matters of which a record by ordered by the Corporation.
(D) The Treasurer shall collect and receive all moneys due or belonging to the Corporation. He shall keep a record of all monetary transactions and shall deposit all moneys in a bank approved by the Board in the name of the Corporation. The Treasurer’s books shall at all times be pen to the inspection of the Board and he shall report to them at every meeting the condition of the Corporation’s finances. At the annual meeting, he shall render an account of all moneys received and expendedduringthefiscalyear. TheTreasurershallbebondedinanamounttobe determined by the Board of Directors, the cost of the bond to be paid by the Corporation.
SECTION 3. Vacancies. Any vacancies, except in the office of President, occurring on the Board or among the offices during the year shall be filled for the unexpired term of office 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.
CLUB YEAR, ANNUAL MEETING, ELECTIONS
SECTION 1. Club Year. The Club’s fiscal year shall begin on the 15th day of June and end on the 14 th day of June.
The Club’s official year shall begin immediately at the conclusion of the election at the annual meeting and shall continue through the election at the next annual meeting.
SECTION 2. Annual Meeting. The annual meeting shall be held in the month of June at which the Board of Directors for the ensuing year shall be elected by secret, written 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 they shall serve a term of two years or until their successor is duly elected and assumes his position. Each retiring officer shall turn over to his successor in office all properties and records relating to that office within 30 days after the election.
SECTION 3. Nominations. No person may be a candidate in a Club election who has not been nominated. During the month of February, the Board shall select a Nominating Committee consisting of three members and two alternates, not more than one of who shall be a member of the Board. The Secretary shall immediately notify the committee persons and alternates of theirselection. TheBoardshallnameaChairpersonfortheCommitteeandit
shall be the Chairperson’s duty to call a committee meeting which shall be held on or before April 1st.
(A) The Committee shall nominate from among the eligible members of the Corporation, no less than one candidate for each directorship being vacated. After securing the consent of each person so nominated, shall immediately report their nominations to the Secretary in writing.
(B) Upon receipt of the Nominating Committee’s report, the Secretary shall, before April 15th notify each member in writing of the candidates so nominated.
(C) Additional nominations may be made at the May meeting by any member in attendance provided that the person so nominated does not decline when his/her name is proposed, and provided further that if the proposed candidate is not in attendance at this meeting, his/her proposer shall present to the Secretary a written statement from the proposed candidate signifying willingness to be a candidate.
(D) Nominations cannot be made at the annual meeting or in any manner other than as provided in this Section.
SECTION 4. Elections. The candidate receiving the greatest number of votes for each vacancy shall be declared elected. In case of a tie, another vote will be takenbetweenthetiedcandidates. Intheeventofanothertie,bothnameswillbe placed in a hat, and the President shall draw the winning name.
SECTION 1. The Board may each year appoint standing committees to advance the work of the Club in such matters as specialty shows, obedience trials, trophies, annual prizes, 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 upon written notice to the appointee; and the Board my appoint successors to those persons whose services have been terminated.
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 interests of the Club or the breed. Written charges with specifications must be filed in duplicate with the Secretary together with a deposit of $10 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 if proven, might constitute conduct prejudicial to the best interests of the Club or the breed, it may refuse to entertain jurisdiction. If the Board decides the alleged charges do not constitute conduct prejudicial to the best interests of the Club or 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 not less than 3 weeks nor more than 6 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 the defendant may personally appear in his/ her own defense and bring witnesses if the accused member wishes.
SECTION 3. Board Meeting. 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 complainant and defendant, the Board may by a majority vote of those present suspend the defendant from all privileges of the Club for not more than six months from the date of the hearing. And, it deems that punishment insufficient, it may also recommend to the membership 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 findings shall be put in written form and filed with the Secretary. The Secretary, in turn, shall notify each of the parties of the Board’s decision and penalty, if any.
SECTION 4. Expulsion. Expulsion of a member from he 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 findings and recommendations, and shall invite the defendant, if present, to speak in his own behalf if he wishes. The meeting shall then vote by secret written 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 suspension shall stand.
SECTION 1. Amendments to the Constitution and By-Laws may be proposed by the Board of Directors or by written petition addressed to the Secretary signed by 20% 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 3 months of the date when the petition was received by the Secretary.
SECTION 2. The Constitution and By-Laws may be amended by a 2/3 vote of the members present and voting at any regular or special meeting called for that 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.
SECTION 1. Dissolution. The Club may be dissolved at any time by the written consent of not less than 2/3 of the members. In the event of the dissolution of the Club 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 1X 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:
Minutes of Last Meeting
Report of Board
Report of President
Report of Secretary
Report of 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 Minutes of Last Meeting
Report of Secretary
Report of Treasurer
Reports of Committees
Unfinished Business Election of New Members New Business Adjournment