CONSTITUTION AND BY-LAWS OF THE BELGIAN SHEEPDOG CLUB OF AMERICA, INC.
ARTICLE I. NAME AND OBJECT
Sec. 1. Name
The name of the Club shall be THE BELGIAN SHEEPDOG CLUB OF AMERICA, INC.
Sec. 2 Object
The objects of the Club shall be:
a) To encourage quality in breeding and to do all possible to bring the natural qualities of pure-bred Belgian Sheepdogs to perfection.
b) To encourage the organization of independent local Belgian Sheepdog Specialty Clubs in those localities where there are sufficient fanciers of the breed to meet the requirements of the American Kennel Club.
c) 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 the Belgian Sheepdog shall be judged.
d) To do all in its power to protect and advance the interest of the Breed and to encourage sportsmanlike competition at dog shows and performance and companion events.
e) To conduct Specialty Shows, performance and companion events under the rules and regulations of the American Kennel Club.
The Club shall not be conducted or operated for profit and no part of any profits or remainder or residue from dues or donation to the Club shall inure to the benefit of any member or individual.
The members of the Club shall adopt and may from time to time revise such Constitution and By-Laws as may be required to carry out these objects.
ARTICLE II. MEMBERSHIP
Any person, nine (9) years of age or older. favorable to the objectives of this Club and who is in good standing with the American Kennel Club shall be eligible for individual membership in one of the following categories:
a) Junior Membership: individuals nine (9) through seventeen (17) years of age (non-voting category). Upon reaching their majority (18 years of age), junior members in good standing will become members with all rights, privileges and obligations accorded.
b) Individual Membership (eighteen  years of age and older).
c) Household Membership: Up to two (2) adults (eighteen  years of age or older), each with an individual vote, and minors (age nine  through seventeen  living in the same household.
d) Lifetime Membership: Individuals who have been a member in good standing of the BSCA for thirty (30) or more consecutive years. Life members are entitled to all privileges including voting and office holding and are exempt from basic dues.
Sec. 2 Responsibilities
As provided in Article V, Section 1, the general management of the Club’s affairs is entrusted to the Board of Directors, except for that which is specifically assigned to the membership in the Constitution and By-Laws.
Sec. 3. Dues
The annual dues for all categories of membership for the ensuing year shall be set by a vote of two-thirds (2/3) of the members present and voting at the annual meeting. If no quorum is present at the annual meeting or no vote is taken, dues for the ensuing year remain unchanged from the current year. Dues are payable on or before the first day of January of each year.
Members joining the Club and paying their first annual dues after October 1 in any year will be credited as having paid their dues to December 31 of the following year. No member may vote, either by mail or at any meetings, whose dues are not paid for the current year.
During the first week in October, the Treasurer shall send to each member a statement of dues for the ensuing year.
Sec. 4. Election to Membership
Each applicant for membership shall apply on a form as approved by the Board of Directors, which shall provide that the applicant agrees to abide by the Club Constitution and By-Laws, 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 (2) voting members not living in the same household. Accompanying the application, the prospective member shall submit payment of dues for the first year to the Corresponding Secretary.
Names of applicant(s) shall be published in the next BSCA Newsletter printed after receipt of the application or sent to the members in a special mailing or announced using electronic membership communications. Any member wishing to provide input to the Board of Directors regarding an applicant must submit the input in writing and sign it. This input must be received by the Corresponding Secretary within four (4) weeks from the date of mailing of the Newsletter or the special mailing or the electronic communication in which the applicant’s name is published. A vote on the application for membership shall be taken by the Board of Directors, either at a meeting or by mail, no later than eight (8) weeks after the mailing of the Newsletter or special mailing that identified the applicant. A majority vote of the entire Board is required to elect the applicant to membership. Applications for membership shall be voted on by secret ballot.
Applications which have received an unfavorable vote by the Board may be presented at the next annual meeting of the Club and the Club may elect such applicant by vote of at least two-thirds (2/3) of the members present. If the applicant fails to receive a two-thirds (2/3) vote, the applicant shall be denied membership and the first years dues paid shall be refunded.
Applicants who have received an unfavorable vote by the Club may not be considered again for a period of six (6) months. After this time has elapsed, such applications may be presented again to the Board following the above procedure.
Sec. 5. 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, who shall present it to the Board for action, but no member may resign when in debt to the Club. Obligations other than dues are considered a debt to the Club and must be paid in full prior to resignation.
b) By lapsing; a membership will be considered lapsed and automatically terminated if such member’s dues remain unpaid on January 10, of each year, unless for good reason the Board of Directors shall vote to extend, for not more than forty-five (45) days, the time for payment of such dues.
c) By expulsion; a membership may be terminated by expulsion as provided in Article VII, Discipline, of the Constitution and By-Laws.
Sec. 6. Reinstatement of Membership
Any one member whose membership has lapsed or been terminated and who wishes to be reinstated must apply for membership in exactly the same manner as a new member and the dues set by the Club for a first-year member will apply. No individual shall be considered for reinstatement while still in debt to the Club.
ARTICLE III. MEETINGS
Sec. 1. Annual Meeting
The annual meeting of the Club shall be held within the months of April, May or June of the year, at such place and time as the Board of Directors may decide by a majority vote. Written notice of the annual meetings shall be mailed by the Corresponding Secretary to each member at least sixty (60) days prior to the meeting.
A quorum for the annual meeting shall consist of a number equal to ten percent (10%) of the total membership.
If a quorum is not present, matters pending are to be decided by the Board of Directors at their next meeting. In the event that there are matters which fall under the purview of the membership and a quorum is not present at the annual meeting, a ballot shall be mailed by the Corresponding Secretary to the entire membership for a vote by mail.
Sec. 2. Special Club Meetings
Special meetings may be called by a majority of the Board of Directors at any time they deem it necessary, or a special meeting shall be called by the President upon written request by fifteen (15) members of the Club, clearly stating the purpose for the meeting. Such meetings are to be held at a place and time as designated by the Board. Written notice shall be mailed by the Corresponding Secretary to each member at least thirty (30) days prior to the meeting. The notice shall state the purpose of the meeting and no other Club business shall be transacted. A quorum for any special meeting shall be the same as a quorum for the annual meeting.
Sec. 3. Board Meetings
The Board of Directors shall hold at least one meeting prior to the 30th day of June of each year. Said meeting may be held by mail vote, by personal attendance of the members or by telephone conference call. Other meetings may be called by the President or by a majority of the Board of Directors and held at such time and place as may be designated by a majority of the Board. Notice of the Board of Directors meetings shall be sent by the Corresponding Secretary, to all members of said Board at least fifteen (15) days prior to the meeting by first class mail. The Board of Directors may conduct business by mail or e-mail through the Recording Secretary, or by telephone conference call or by electronic communications A quorum for the Board of Directors meeting shall be a majority of the Board, in person, by mail, by telephone conference call Minutes of any business conducted at a meeting held by telephone conference call shall be mailed to the members of the Board within thirty (30) days of such meeting and reported to the members in the Newsletter.
Meetings – are defined as gatherings where attendees see and/or hear each other. This includes meeting (in person) “physically” in the same room or conducting a meeting by video conference or teleconference.
Business (voting) – can be conducted at meetings or through mail, fax or e-mail. In order for business to be conducted by e-mail the following precautions must be in place:
- every board member must be provided with the means to participate;
- a procedure must be in place to verify the identity of the individuals participating to ensure that they are the eligible board members;
- a mechanism must be in place to verify that the eligible board members are “listening”;
all board members must agree to participate in this manner.
Sec. 4. Voting
Voting at any meeting of the Club members is not permitted by mail. Voting by proxy shall not be permitted. Only members in good standing and those in attendance at the annual meeting or special Club meeting shall be allowed to vote on issues brought before the membership.
All Club business which comes before the membership at an annual meeting or special Club meeting requiring a vote shall be decided by a majority of the members in good standing present and voting except the following:
a) Acceptance of a candidate for membership whose application has been denied by a majority of the Board of Directors. This requires a two-thirds (2/3) vote of members present and voting to pass. See Article II, Sec 4, paragraph 3.
b) Expulsion. This vote requires a two-thirds (2/3) vote of members present and voting to pass. See Article II, Sec 5, paragraph 3.
c) Amendments to the Constitution and By-Laws and to the Standard of the Breed. This requires a two-thirds (2/3) vote of the members who return valid ballots within the time limit. See Article VIII, Amendments.
d) Any matters requiring a vote by the Board of Directors shall be decided by a majority of the entire Board.
ARTICLE IV. THE CLUB YEAR – NOMINATIONS – ELECTIONS
Sec. 1. Club Year
The Club’s fiscal year shall begin on the 1st day of January and end on the 31st day of December.
The Club’s official year shall begin July 1st and end June 30th. The elected officers and directors shall take office on the first day of July following the election and each retiring officer shall turn over to his or her successor in office all property and records relating to that office by July 30.
Sec. 2. Nominations
No person may be a candidate in a Club election who has not been nominated in accordance with the Constitution and By-Laws. A Nominating Committee shall be chosen every year by the Board of Directors on or before October 16th. The committee shall consist of five (5) members in good standing, no more than one (1) of whom may be a member of the current Board of Directors. A first and second alternate shall also be chosen. The Board shall name a Chairperson for the Committee.
The Nominating Committee may conduct its business by mail or telephone conference call or electronic communication.
The Nominating Committee shall nominate one (1) qualified candidate from the members of the Club in good standing, for each vacancy to be filled for an officer or member-at-large on the Board of Directors and shall procure the acceptance of each nominee so chosen. A qualified candidate will have been a regular, voting member in good standing of the BSCA for no less than four (4) consecutive years. Nominations made by the Committee shall be sent to the Corresponding Secretary on or before December 15th. The Corresponding Secretary shall mail a list of these nominations to all voting members on or before December 30th. Additional nominations may be made by any member by filing such nominations in writing with the Corresponding Secretary, no later than January 29th. Such nominations shall require five (5) supporting signatures of club members along with a letter of acceptance from the nominee. If no valid additional nominations are received by the Corresponding Secretary by the deadline, the Nominating Committee’s slate shall be declared elected at the time of the Annual Meeting, and no balloting will be required.
Sec. 3. Elections.
Election of officers and directors will take place each year according to the following sequence:
2nd Vice President
1st Vice President
The Corresponding Secretary or an approved ballot counting firm must receive all ballots by March 15th. Voting by proxy shall not be permitted.
If one or more valid additional nominations are received by the Corresponding Secretary within the specified time, all voting by members for officers or members-at-large of the Board of Directors shall be by secret ballot under the following procedure: Before or on February 13th, the Corresponding Secretary shall mail to all members in good standing the following:
a) A ballot listing the nominees for each position in alphabetical order, with the names of the States in which they reside, and with the statement: “Vote for no more than XX (the appropriate number).”
b) An envelope marked “BSCA Election Ballot”.
c) A return envelope addressed to the Corresponding Secretary or to an outside, approved ballot counting service, and to the attention of the Ballot Committee, or the approved ballot counting service representative. A member’s ballot and this ballot only shall be sealed in the envelope marked BSCA Election ballot and placed in the envelope addressed to the Corresponding Secretary or to an outside, approved ballot counting service and to the attention of the Ballot Committee or the approved ballot counting service representative. The Corresponding Secretary or the outside ballot counting service must receive all the ballots no later than March 15th. The voting member must write, preferably type or print, their name and address clearly on the outside of the return envelope. No other communications of any kind are to be placed therein.
Neither of these envelopes is to be opened except by the Ballot Committee or the ballot counting service. The Ballot Committee shall collect from the Corresponding Secretary or the ballot counting service shall receive directly the envelopes containing ballots and shall check the name on the outside of the envelope against a list of members in good standing before removing the envelope marked “BSCA Election Ballot”. If using a ballot counting service, the Corresponding Secretary shall provide the list of members in good standing as of February 13th. They shall certify the eligibility of the voters as well as the results of the voting, which shall be announced at the annual meeting.
Any ballot contained in an envelope the sender of which is not identifiable, or any ballot not marked according to the instructions on said ballot shall be deemed invalid and not counted.
In the event of a tie vote, a ballot listing the tied candidates shall be sent out by the Corresponding Secretary within two (2) weeks of the annual meeting. In the event the Corresponding Secretary position is a tie between candidates, the Recording Secretary will perform the subsequent balloting functions. Ballots must be returned within thirty (30) days of the date of mailing and a majority of the ballots received within the time limit will decide the election. The Corresponding Secretary or the Recording Secretary will count the ballots and report the findings of the election to the members immediately.
Sec. 4 Ballot Committee
At the annual meeting every year, the members present shall either: 1)elect from among themselves three (3) members and two (2) alternates who will comprise the Ballot Committee for the following year, or 2) vote to use a ballot counting service A club member who is a candidate for the Board of Directors may not serve on the Ballot Committee. If three (3) members of this committee are not available the following year, the Board will appoint enough members to fill the committee to three (3) members.
ARTICLE V. DIRECTORS AND OFFICERS
Sec. 1. Board of Directors
The Board shall be comprised of a President, First Vice President, Second Vice President, a Recording Secretary, a Corresponding Secretary, a Treasurer and three (3) Members-at-Large, all of whom shall be members in good standing and residents of the United States. The BSCA Newsletter Editor may not serve simultaneously on the Board of Directors. They shall be elected for two (2) year terms as provided in Article IV, and shall serve until their successors are elected and qualified. The Board of Directors shall be responsible for the general management of the Club’s affairs as prescribed in these Constitution and By-Laws.
Sec. 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.
Duties of the Officers are as follows:
a) 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 this Constitution and By-Laws. The President of the BSCA also acts as the President and Trustee of the Belgian Sheepdog Rescue Trust.
b) The First and Second Vice President in the order named, shall have the powers and exercise the duties of the President in case of the President’s death, absence or incapacity.
c) The Recording Secretary shall keep a complete record of all meetings of the Club and of the Board of Directors, and of all matters of which a record shall be ordered by the club. The Recording Secretary of the BSCA also acts as the Recording Secretary and Trustee of the Belgian Sheepdog Rescue Trust.
d) The Corresponding Secretary shall on the election of a member, send said member written notice of their election and furnish them with a copy of the Constitution and By-Laws of the Club. The Corresponding Secretary shall notify officers and members of their election or appointments and shall issue notices to members of all meetings. The Corresponding Secretary shall keep a roll of the members of the Club with their addresses. The Corresponding Secretary shall handle all correspondence pertaining directly to Club affairs and carry out such duties as are prescribed in the Constitution and By-Laws.
All correspondence, files and records of the Club shall be preserved as official Club property, in a convenient and designated place as agreed upon by the Board of Directors and at all times such files, correspondence and records must be open to inspection by Club members.
e) The Treasurer shall collect, receive and disburse all monies due or belonging to the Club. The Treasurer shall deposit the same in a bank approved by the Board in the name of the Club. The books shall at all times be open to inspection of the Board. The condition of the Club’s finances and every item of receipt or payment not before reported shall be reported at every meeting of the Club; and at the annual meeting an account of all monies received and expended during the previous fiscal year shall be rendered. This financial statement shall be published in the Newsletter as part of the report of the annual meeting. The Treasurer shall be bonded in such amount as the Board of Directors shall determine. The expense of such bond shall be borne by the Club. The Club’s books/accounts shall be audited at least once each year, by a professional auditor designated by the Board or by an audit committee composed of three (3) members in good standing appointed by the Board. The Treasurer of the BSCA also acts as the Treasurer and Trustee of the Belgian Sheepdog Rescue Trust.
Sec. 3. American Kennel Club Delegate
The Board of Directors shall appoint, from the membership of the Club, a Delegate to the American Kennel Club, whose qualifications are not inconsistent with the Constitution and By-Laws of the American Kennel Club. The Delegate shall serve a three year term. Upon replacement of the Delegate, the outgoing Delegate will continue to serve until their successor is elected and accepted by the American Kennel Club.
It shall be the duty of the Delegate to attend the meetings of the American Kennel Club and represent the Club in accordance with the instructions of the Board of Directors; to perform such other duties as are incident to the office prescribed by the Constitution and By-Laws of the American Kennel Club; and report to the Board of Directors and Membership, through the Corresponding Secretary, after each meeting of the American Kennel Club.
Sec. 4. Vacancies
Any vacancies occurring on the Board or among the officers during the year shall be filled until the next election, by a majority of the then members of the Board; except that a vacancy in the office of President shall be filled automatically by the First Vice President, the vacancy in the office of First Vice President shall be filled automatically by the Second Vice President, and the resulting vacancy in the office of Second Vice President shall be filled by the Board and except the vacancies occurring in the Nominating Committee will be filled by the first and second alternates, in that order.
ARTICLE VI. COMMITTEES
The Board may each year appoint standing Committees to advance the work of the Club in such matters as dog 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.
Any committee appointment may be terminated by a majority of the full membership of the Board upon written notice to the appointee; and the Board may appoint successors to those persons whose service has been terminated.
ARTICLE VII. DISCIPLINE
Sec. 1. American Kennel Club Suspension
Any member who is suspended from any of the privileges of the American Kennel Club automatically shall be suspended from all privileges of this Club for a like period of time. At the end of the suspension, all privileges of membership are restored once payment of any dues which may have been incurred during the period of suspension have been made.
Sec. 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 Corresponding Secretary together with a deposit of fifty dollars ($50.00) which shall be forfeited if such charges are not sustained by the Board or a Committee following a hearing. The Corresponding 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 conduct prejudicial to the best interests of the Club or the Breed. If the Board considers that the charges do not allege conduct which would be prejudicial to the best interests of the Club or of the Breed, it may refuse to entertain jurisdiction. If the Board entertains jurisdiction of the charges it shall fix a date and location of a hearing by a Board or a Committee of not less than three (3) members of the Board, not less than three (3) weeks nor more than six (6) weeks thereafter. The data and location of the hearing should be mutually acceptable to the Board or Committee, to the complainant and to the defendant. The Corresponding Secretary shall promptly send one (1) 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 their own defense and bring witnesses if they wish.
Sec. 3. Hearing
a) The Board or 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 evidence and testimony presented by complainant and defendant, the Board or Committee may by a majority of those present reprimand the defendant, or 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 (6) months. Should the Board or Committee deem the aforementioned punishment insufficient, it may also recommend to the membership that the penalty be expulsion, or in the case where the defendant is a member of the Board, removal from office and/or expulsion. In such case, the suspension shall not restrict the defendant’s right to appear before their 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 finding shall be put in written form and filed with the Corresponding Secretary. The Corresponding Secretary, in turn, shall notify each of the parties of the decision and penalty, if any.
Sec. 4. Expulsion
Expulsion of a member from the Club may be accomplished only at the annual meeting of the Club following a hearing and upon recommendation of the Board or Committee as provided in Section three (3) of this Article. The defendant shall have the privilege of appearing in their own behalf though no evidence shall be taken at the meeting. The President shall read the charges and the finding and recommendations, and shall invite the defendant, if present, to speak in their own behalf. The meeting shall then vote by secret written ballot on the proposed expulsion. A two-thirds (2/3) vote of those present and voting at the annual meeting shall be necessary for expulsion. If no quorum is present, the defendant shall remain suspended while a statement concerning the matter and containing the recommendation of the Board shall be sent to the membership by the Corresponding Secretary. The statement shall ask for a dual envelope vote for or against expulsion and a set time limit of thirty (30) days from the date of mailing. A vote for expulsion by two-thirds (2/3) of the members returning ballots within the time period shall be necessary for expulsion. If expulsion is not so voted the suspension shall stand. The same dual envelope balloting procedure must be used for a membership expulsion vote, as described in Article IV, Section 3.
ARTICLE VIII. AMENDMENTS
Sec. 1. Constitution and By-Laws and The Standard of the Breed
Amendments to the Constitution and By-Laws, and to the Standard of the Breed, may be proposed by the Board of Directors or by written petition addressed to the Corresponding Secretary and signed by twenty percent (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 Corresponding Secretary, for a vote within three (3) months of the date when the petition was received by the Corresponding Secretary.
Sec. 2 Procedure
The Constitution and By-Laws and Standard of the Breed may be amended at any time provided a copy of the proposed amendment had been mailed, by the Corresponding Secretary, to each member in good standing on the date of the mailing, accompanied by a dual envelope ballot, as described in Article IV, Section 3, on which they may indicate their 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 two-thirds (2/3) of the members in good standing who return valid ballots within the time limit shall be required to effect any such amendment.
Sec. 3. AKC Approval
No amendments to the Constitution and By-Laws or to the Standard of the Breed that are adopted by the Club shall become effective until they have been approved by the Board of Directors of the American Kennel Club.
ARTICLE IX. 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 good standing. 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 member of the Club, but after payment of all debts of the Club, its property and assets shall be given to a non-profit recognized organization conducting canine medicine research, selected by the Board of Directors.
ARTICLE X. Order of Business
Sec. 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 the last meeting
Report of President
Report of Secretary
Report of Treasurer
Report of committees
Election of officers and board (at annual meeting)
Election of new members
Sec.2.: At meetings of the board, the order of business, unless otherwise directed by majority vote of those present, shall be as follows:
Minutes of last meeting
Report of President
Report of Secretary
Report of Treasurer
Reports of committees
Election of new members
ARTICLE XI. PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Roberts 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 the Articles of this Constitution and By-Laws.