
CONSTITUTION & BYLAWS
CONSTITUTION
ARTICLE I: Name and Objects
Section 1. Name:
The name of the Club shall be the Nederlandse Kooikerhondje Club of the United States of America (NKCUSA).
Section 2. The objects of the Club shall be:
(a) to encourage and promote quality in the breeding of purebred specimens of the "Nerlandse Kooikerhondje" breed of dog
(b) to do all that is possible to bring their natural qualities to perfection
(c) to urge members and breeders to accept the standard of the breed approved by The American Kennel Club (AKC) as the only standard of excellence by which the "Nederlandse Kooikerhondje" hall be judged; this standard will be as approved by the Nederlandse Kooikerhondje Club of the United States of America
(d) to do all in its power to protect and advance the interests of the breed by encouraging sportsmanlike competition at any AKC sanctioned event.
(e) to conduct any events for which the club is eligible under the Rules and Regulations of The American Kennel Club.
(f) to encourage the organization of independent local Nederlandse Kooikerhondje Specialty Clubs in those localities where there are sufficient members to meet the requirements of the AKC.
Section 3. Operations:
The club shall not be conducted or operated for profit and no part of any profit or remainder or residue from any source, including dues and donations to the club shall inure to the benefit of any member or individual.
Section 4. Constitution and Bylaws:
The members of the club shall adopt and may from time to time revise such
bylaws as may be required to carry out these objects.
BYLAWS
ARTICLE II: Membership
SECTION 1. Eligibility
There shall be six (6) types of membership open to all persons eighteen (18)
years of age or older who are in good standing with the AKC and who subscribe
to the purposes of this club. An additional Junior Membership class is offered for
children from nine (9) years of age to seventeen (17) years of age.
(a) Associate Members Members that receive Club mailing, but do not have the right to vote nor hold office.
(b) Foreign members For those individuals who are not residents of the United States, or its territories or possessions. Shall be entitled to all club privileges except voting and office holding.
(c) Regular Member (Individual) Enjoys all club privileges including the right to vote and hold office. Regular Members must be residents of the United States, their territories or possessions.
(d) Household Member Maximum two (2) adult members residing in the same household, each eligible to vote and hold office, and all their children under the age of eighteen (18), who are not eligible to vote or hold office.
(e) Junior Member Open to children from age nine (9) to seventeen (17) years of age; a non-voting/non office holding membership which may automatically convert to a Regular Member at the age of eighteen (18) years.
(f) Honorary Member May be honored by the membership by conferring this status by majority vote of the Board. Honorary Members pay no dues and are not eligible to vote, but can maintain Regular (or Household) membership if they pay dues.
(g) Lifetime Member - Individuals who have been members for at least twenty (20) years and have contributed significantly to the Club may be honored with lifetime membership. Lifetime Members pay no dues but are eligible to vote and hold office. Lifetime Members are granted this status by a majority vote of the Board.
While membership is to be unrestricted as to residence, the Club primary
purpose is to be representative of the breeders, exhibitors and owners in the
United States of America.
SECTION 2. Dues
Member dues shall be set by the Board of Directors no later than December 1 for the following year. During the month of May, the Treasurer, Secretary, or Membership Committee chair shall send to each member a statement of dues for the ensuing year, payable on or before the first (1st) day of July each year. Dues shall not exceed $ fifty ($ 50) per year for Regular and Foreign members. Dues shall not exceed $ eighty-five ($ 85) per year for Household Members. Dues shall not exceed $ twenty-five ($ 25) per year for Associate and Junior Members. No member may vote whose dues are not paid for the ensuing year.
Dues are not refundable.
Associate Member's dues shall be fifty percent (50%) of the Regular Member dues.
SECTION 3. Election to membership
(a) Each applicant for membership to the Nederlandse Kooikerhondje Club of the United States of America shall apply on a form as approved by the Board of Directors, and which shall provide that the applicant agrees to abide by these bylaws and the Rules and Regulations of the AKC and the AK Code of Sportsmanship. Accompanying the application, the prospective member shall submit a non-refundable application fee. The application fee shall be equal to the dues of the membership type being applied for. If elected to membership the Appl Membership Dues for the current Fiscal Year of membership shall be waived. The application and fee may be submitted by a breeder on behalf of the applicant if the breeder is sponsoring a new owner of a puppy.
This application shall state the name, address, telephone number and e-mail address, occupation, and birthdate (if under the age of eighteen [18]), of the applicant and it shall carry the endorsement of two (2) members in good standing of the Nederlandse Kooikerhondje Club of the United States of America.
(b)A member requesting a change of membership classification in order to include either voting or office holding privileges must first complete the application process, with the exception of a Junior Member when automatically converting to a Regular membership.
(c) All applications including application fee payments are to be filed with the Secretary and upon receipt of the application and dues, the applicant name and address shall be published to the club membership for comment. Any comments or objections from the membership must be received in writing by the Secretary within thirty (30) days from the publication of the applicant information in order to be considered by the Board.
(d) Following the thirty (30) day membership comment period applicants may be elected by secret ballot at any meeting of the Board of Directors or by secret vote of the directors by mail or email. Affirmative votes of 2/3 of the directors present at a meeting of the board at which there is a quorum present, or of 2/3 of the entire Board voting by mail, shall be required to elect an applicant.
(e) An applicant that has received a negative vote by the Board may be presented by one of the endorsers at the next annual meeting of the Club and the members may elect such applicant by a secret ballot and a favorable vote of 75% of the members present and voting.
Applicants for membership who have been rejected by the Club may not reapply within twelve (12) months after such rejection.
SECTION 4. Termination of Membership
Memberships 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 from the club when in debt to the Club. Obligations other than dues will be considered a debt to the club and must be paid in full prior to resignation.
(b) By lapsing. A membership will be considered as lapsed and automatically terminated if such membe dues remain unpaid sixty (60) days after the first day of the Fiscal Year. However, the board may grant an additional sixty (60) days of grace to such delinquent members in meritorious cases. In no case may a person whose dues are unpaid be entitled to vote at any Club meeting.
(c) By expulsion. A membership may be terminated by expulsion as provided in Article VIII of these Bylaws.
ARTICLE III: Members Meetings
SECTION 1. Annual Meeting.
An Annual Meeting of the Club members shall be held in April, May or June in conjunction with the Club Specialty Show (if possible), at a place, date, and hour designated by the Board of Directors. Notice of the annual meeting shall be sent by the Secretary in any manner prescribed by the laws of the state in which the Club is incorporated to each member at least thirty (30) days prior to the date of the meeting. The quorum for such meetings shall be ten percent (10%) of the members in good standing.
SECTION 2. Special Club Meetings
Special Club Membership meetings may be called by the President, or by a majority vote of the members of the Board who are present at a meeting of the Board; and shall be called by the Secretary upon receipt of a petition signed by ten percent (10%) of the members of the Club who are in good standing. Such meetings shall be held in such place, date and hour as designated by the Board of Directors. Notice of such a meeting shall be sent by the Secretary in any manner prescribed by the laws of the state in which the Club is incorporated, at least fourteen (14) days and not more than thirty (30) days prior to the meeting. The notice of the meeting shall state the purpose of the meeting and no other club business may be transacted. The quorum for such a meeting shall be ten percent (10%) of the members in good standing.
ARTICLE IV: Board Meetings
SECTION 1. Board Meetings
The first meeting of the Board shall be held immediately following the election. Other meetings of the Board of Directors shall be held at such times and places or via telephone conference call or via video conference as are designated by the President or by majority vote of the entire Board. Notice of each such other meeting shall be sent by the Secretary in any manner prescribed by the laws of the state in which the Club is incorporated to each member of the Board at least fourteen (14) days prior to the date of the meeting. The quorum for a Board meeting shall be a majority of the Board.
An unexcused absence of a Board Member or Board appointed position from three (3) consecutive meetings without just cause, unless excused by the Board, may result in grounds for termination of this Board Member s position on the Board or a Board position and the resulting vacancy shall be filled as per Article V, Section 4 of these Bylaws.
SECTION 2. Special Board Meetings
Special meetings of the Board may be called by the President and/or by written request signed by at least three (3) members of the Board sent to the Secretary. Such special meetings shall be held in person or by telephone conference call or videoconference at such place, date, and hour as may be designated by the person authorized herein to call such meeting. Written notice of such meeting shall be mailed or e-mailed by the Secretary at least five (5) days prior to the date of the meeting.
Any such notice shall state the purpose of the meeting and no other club
business may be transacted at such Special Meeting. The quorum for such a
meeting shall be a majority of the Board.
SECTION 3. Board Business
Board Business: The Board of Directors may conduct business (including disciplinary hearings) by telephone conference or video conference or by any other method permitted by the laws of the state in which the club is incorporated. Items voted upon by any method other than person meetings must be confirmed in writing by the Secretary within seven (7) days.
ARTICLE V: Directors and Officers
SECTION 1. Board of Directors
The Board shall be comprised of the Officers and seven (7) other persons, known as Directors, all of whom shall be members in good standing who are residents of the United States. Only one (1) member from a Household may serve on the Board at a time. All shall be elected for a two (2)-year term prior to the Club Annual Meeting as provided in Article VI and shall serve until their successors are elected. General management of the Club affairs shall be entrusted to the Board of Directors. The newly elected officers and directors shall take office on the last day of the month in which the election took place. If extended balloting is required to declare a winner due to tied votes, the winner will be declared at the next Board meeting following the conclusion of balloting and that person will assume office immediately.
SECTION 2. Officers
The Club's Officers, consisting of the President, Vice President, Secretary and Treasurer, shall serve in their respective capacities both with regard to the Club and its meetings and the Board and its meetings. All officers can be candidates for reelection. The office of President and Vice-President should not be open in the same year to provide overlapping terms unless a vacancy is being filled. The President and Treasurer and three Directors will be elected in even years and the Vice-President and Secretary and four Directors will be elected in odd years unless a vacancy is being filled.
(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 these bylaws.
(b) The Vice President shall have the duties and exercise the powers of the President in case of the eath, absence or incapacity.
(c) The Secretary shall keep a record of all meetings of the Club and of the Board and of all votes taken by mail and of all matters of which a record shall be ordered by the Club; have charge of the correspondence, notify members of meetings, notify new members of their election to membership, notify officers and directors of their election to office, keep a roll of the members of the club who are in good standing with their addresses which shall be sent to any member in good standing, upon written request, not more than once every club year and carry out such other duties as prescribed in these bylaws.
(d) The Treasurer shall collect and receive all moneys due or belonging to the Club. Moneys shall be deposited in a bank designated by the Board, in the name of the Club. The books shall at all times be open to inspection by the Board and a report shall be given at every meeting of the condition of the club finances and every item of receipt or payment not before reported; and at the annual meeting an accounting shall be rendered of all moneys received and expended during the previous Fiscal Year. At least sixty (60) days before the start of the Fiscal Year the Treasurer shall provide the Board the current year's budget and a proposed budget for the upcoming year. The Board shall review and approve the budget at a board meeting before the start of the Fiscal Year. The Treasurer shall be bonded in such amount as the Board of Directors shall determine. The Treasurer and one Officer of the Board (selected by the Board) will be authorized to write checks and make deposits on behalf of NKCUSA as the need arises. Notification of such transactions will be made to the Treasurer as soon as possible.
(e) (An AKC Delegate will be appointed by majority vote of the Board for a period of two years and will have no voting rights on the Board. The duties of the Delegate shall be to represent the interests of the Club and its members to the AKC and to communicate the AKC actions to the Club and its membership.)
SECTION 3. Directors
Directors will be elected to two-year terms with no more than four Directors elected in any one year to provide overlapping terms unless a vacancy is being filled. Current persons serving as directors may be candidates for reelection.
Each director will be assigned a portfolio area and have chairpersons selected for each project. (i.e.: Membership Chairperson; Ways and Means Chairperson). These chairpersons will be approved by the Board. Committee members, other than the chairperson, do not require Board approval.
SECTION 4. Vacancies
Any vacancies occurring on the Board during the year shall be filled, until the next annual election, by a qualified member and elected by a majority vote of the Board except that a vacancy in the office of President shall be filled automatically by the Vice President for the remainder of the term, and the resulting vacancy in the office of Vice President shall be filled by the Board. If the vacancy occurs in the first year of a term, that position shall be voted on at the next annual election for a one (1) year term to maintain the election terms as specified in Article V Section 2.
ARTICLE VI: The Club Year, Voting, Nominations, Elections
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 Annual (operating) Year shall begin immediately at the completion of the
election (or April 1) and shall continue through the next election. The elected
officers and directors shall take office on the last day of the month in which the
election took place. Each retiring officer shall turn over to his/her successor in office
all properties and records relating to that office within (thirty) 30 days after the
election.
SECTION 2. Voting
The Annual Meeting shall be held annually in April, May or June in conjunction with the Club Specialty Show, if possible. The Board shall be elected as prescribed in Article V, Section 1 and have taken office March 31 to allow the Board to meet at the Specialty Show/Annual Meeting.
At the annual meeting or at a special meeting of the club, voting shall be limited to those members in good standing who are present at the meeting, except for the election of officers and directors and amendments to the Constitution and Bylaws and the amendments to the Standard for the Breed, which shall be decided by secret ballot in any manner provided for by the laws of the state in which the club is incorporated written ballot cast by mail or by electronic balloting by an independent firm in accordance with State Law and AKC policy. Voting by proxy shall not be permitted. The Board of Directors may decide to submit other specific questions for decision of the members.
SECTION 3. Annual Election.
The election of officers and the directors for that given year shall be conducted by secret ballot. Ballots to be valid must be postmarked by March 15 and received by the Secretary (or independent professional firm designated by the Board) by March 20.
Ballots shall be counted by three (3) inspectors of election, appointed by the Board of Directors, who are members in good standing and neither members of the current Board nor candidates on the ballot (provided, however, that the Board may designate an independent professional firm to send, receive and count the ballots apart from the annual meeting).
The nominated candidate receiving the greatest number of votes for each office shall be declared elected. If any nominee, at the time of the meeting, is unable to serve for any reason, such nominee shall not be elected and the vacancy so created shall be filled by the new Board of Directors in the manner provided by Article V, Section 4.
SECTION 4. Nominations and Ballots
No person may be a candidate in a Club election who has not been nominated in accordance with these bylaws. All nominations shall be for positions occurring in their respective year as stated in Article III, Section 2, except in the case of a special election due to a vacancy as stated in Article III Section 4.
No later than the November 15th, the Board shall select a Nominating Committee consisting of three (3) members from different areas of the USA and two alternatives, all members in good standing, no more than one (1) of whom may be a member of the current Board of directors. The Board of Directors shall name a Chairperson for the committee. The Nominating Committee may conduct its business by telephone conference, video conference, mail or email.
(a) The Nominating Committee shall nominate one (1) candidate from the eligible members for each position on the Board up for election and shall procure the acceptance of each nominee so chosen. After the membership is informed no later than December 15 of the Nominating Committee nominations, the membership may submit their nominations. For each member nominated candidate, the Nominating Committee will verify each nominee illingness to run for the position. The committee should consider geographical representation of the membership on the Board to the extent that it is practicable to do so. The committee shall submit its slate of candidate to the Secretary, who shall mail or email the list, including the full name of each candidate and the name of the state in which he/she resides to each member of the club on or before December 15.
No person shall be a candidate for more than one (1) position. No more than one (1) member from any Household may be included on the ballot.
(b) The nomination process shall begin with the Secretary including a call for Board nominations notice in a Club Newsletter and by a separate, direct mailing to members who may have opted out of electronic notices. Additional notice may be made in the form of emails or mailings. Members in good standing may email or mail additional nominations to the Secretary for any position up for re-election. Members may also volunteer their own names for nomination. All member nominations must be received by the Secretary no later than January 15 and must be signed by five (5) members and be accompanied by the written acceptance of each such additional nominee signifying his/her willingness to be a candidate. If the secretary is an opposed candidate in the election, and the Board does not utilize an independent professional team, the Board shall designate another officer or director who is not a candidate in the election to send the final slate to the membership, and receive ballots for tabulation applicable to subsection 4c and 4d.
No additional nominations will be allowed after January 15th.
Nominations cannot be made at the annual meeting or in any manner other that as provided above.
Contested election of Board officers or directors shall be decided by written ballot cast as described in Article 4 Section 4 or by electronic balloting in accordance with AKC policy. If the number of candidates for any position does not exceed the number of openings, the candidates are elected by acclamation.
(c) If no valid additional nominations are received on or before January 15, the Nominating Committee slate shall be declared elected and no balloting will be required.
(d) If one or more valid additional nominations are received on or before January 15 the completed list of candidates shall be presented to the Secretary such that the ballot may be mailed or sent in accordance with Secretary to each member in good standing no later than February 15. The Secretary shall prepare the ballot listing all of the nominees for each position in alphabetical order, with the names of the states in which they reside. The Secretary shall then mail to each member in good standing the ballot together with a blank envelope and a return envelope addressed to the Secretary (or Board designated professional firm) marked allot and bearing the name of the member to whom it was sent. So that the ballots may remain secret, each voter, after marking their ballot, shall seal it in the blank envelope, which in turn shall be placed in the second envelope addressed to the Secretary (or designated firm). The inspectors of election (or the designated professional firm) shall check the returns against the list of members whose dues are paid for the current year prior to opening the outer envelopes and removing the blank envelope and shall certify the eligibility of the voters as well as the results of the voting.
(e) The candidate receiving the most votes for that position will be declared the winner.
(f) In the case of a tied vote for any position, a new ballot will be sent by the Secretary to all members, listing only those candidates and the position for which there is a tied vote.
Results of the elections shall be announced via email no later than March 22 with the new Board taking office March 31. Results will also be mailed to all members who have opted out of electronic notices. Each retiring officer shall turn over to the successor in office all properties and records relating to that office within 30 days after the election.
ARTICLE VII: Committees
SECTION 1.
The Board may each year appoint standing committees to advance the work of the Club in 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. These special committees shall be for a defined period of time to deal with short-term issues of importance to the Club.
SECTION 2.
Any committee appointment may be terminated by a majority vote of the Board upon written notice to the appointee; and the Board may appoint successors to those persons whose services have been terminated.
ARTICLE VIII: Discipline
SECTION 1. American Kennel Club Suspension
Any member who is suspended from any of the privileges of the AKC shall be suspended from the privileges of this Club for a like period.
SECTION 2. Charges
An individual member may prefer charges against another individual 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 fifty dollars ($ 50) which shall be forfeited if such charges are not sustained by the Board or Board Committee following a hearing. The filing fee shall be set by the Board, for the following year at the same time that the dues are set. Disciplinary hearings may be held via telephone or video conference. The Secretary shall promptly send a copy of the charges to each member of the Board or present them at a Board meeting, and the Board shall first consider whether the actions alleged in the charges, if proven, might constitute 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 the breed, it may refuse to entertain jurisdiction. If the Board entertains jurisdiction of these charges; it shall set a date for a hearing by the Board, not less than three (3) weeks or more than six (6) weeks thereafter. The Board Committee shall consist of not less than three (3) members of the Board. The Secretary shall promptly send one (1) copy of the charges to the accused member by certified mail and a copy by regular 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 he/she wishes.
SECTION 3. Board Hearing
The Board or Board 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 the evidence and testimony presented by the complainant and defendant, the Board committee may by a majority vote of those present reprimand or suspend the defendant from all privileges of the Club for not more than six (6) months or until the next annual meeting if that will occur after the six (6) months from the date of the hearing. And, if it deems that punishment insufficient, it may also recommend to the membership that the penalty be expulsion. In such case, the suspension shall not restrict the defendant to appear before his fellow members at the ensuing Club meeting which considers the Board recommendation. Immediately after the Board or Board has reached a decision, its finding shall be put in written form and filed with the Secretary. The Secretary, in turn, shall notify each of the parties of the Board decision and penalty, if any.
A written reprimand directed exclusively to the member may be somewhat detailed but an official (published) reprimand should only indicate that subsequent to the Board "member (x) was officially reprimanded as a result of charges filed by member (y)."
SECTION 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 the Board, or Board committee, recommendation as provided in Section 3 of this Article. The defendant shall have the privilege of appearing on his/her own behalf, though no evidence shall be taken at this meeting. The President shall read the charges and the finding and recommendations, and shall invite the defendant, if present, to speak on his/her own behalf. The members shall then vote by secret ballot on the proposed expulsion. A 2/3 vote of those present and voting at the annual meeting shall be necessary for expulsion. If expulsion is not so voted, the Board's suspension shall stand.
ARTICLE IX: Amendments
SECTION 1.
Amendments to the Constitution and Bylaws or the Breed Standard may be proposed by the Board of directors or by written petition addressed to the Secretary signed by (twenty percent) 20% of the membership in good standing. Amendments to the bylaws 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 (3) months of the date the petition was received by the Secretary. Proposed amendments to the Standard of the Breed must be submitted to the members with recommendation of the Board, by the Secretary for a vote following the procedures established by the AKC Board of directors.
SECTION 2.
The Constitution and Bylaws may be amended at any time or the Standard for the breed in accordance with the AKC policies, provided a copy of the proposed amendment has been mailed or sent in accordance with AKC procedure on Electronic Balloting for AKC Parent Clubs by the Secretary to each member in good standing on the date of mailing, accompanied by a ballot on which a choice for or against the action to be taken shall be indicated. Dual envelope procedures described in Article VI Section 4(d), shall be followed in handling such ballot, to assure secrecy of the vote. Notice with such ballot shall specify a date not less than thirty (30) days after the date postmarked, by which the ballots must be returned to the Secretary to be counted. The favorable vote of 2/3 of the members in good standing who return valid ballots within the time limit shall be required to affect any such amendment.
SECTION 3.
(No amendment to the Constitution and Bylaws or to the Standard for the breed that is adopted by the Club shall become effective until it has been approved by the Board of directors of the AKC.)
ARTICLE X: Dissolution
SECTION 1.
The Club may be dissolved at any time by the written consent of not less than 2/3 of the members in good standing. In the event of the dissolution of the Club other than for purposes 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 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: 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:
-
Roll Call
-
Minutes of last meeting
-
Report of the President
-
Report of the Secretary
-
Report of the Treasurer
-
Committee Reports
-
Election of officers and Board (at annual meeting)
-
Election of new members
-
Unfinished business
-
New business
-
Adjournment
SECTION 2.
At meetings of the Board, the order of business, unless otherwise directed by majority vote of those present, shall be as follows:
-
Reading of the minutes of last meeting
-
Approved by Membership on April 15, 2022 15
-
Report of the President
-
Report of the Secretary
-
Report of the Treasurer
-
Committee Reports
-
Unfinished business
-
Election of new members
-
New business
-
Adjournment
ARTICLE XII: Parliamentary Authority
SECTION 1.
The rules contained in the current edition of Roberts Rules of Order, Newly Revised all govern the Club in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any other special rules of order the Club may adopt.
Approved by Membership on April 15, 2022
