Doberman Pinscher Club of Northern California

DPCNC Constitution and By-Laws

REVISED CONSTITUTION 9/24/2017

Of the

DOBERMAN PINSCHER CLUB OF NORTHERN CALIFORNIA

 

ARTICLE I

NAME AND OBJECTIVES

 

SECTION 1.   NAME The name of the Club shall be the Doberman Pinscher Club of Northern California.

 

SECTION 2.   OBJECTIVES The objectives of the Club shall be:

 

  1. To encourage and promote the selective and responsible breeding and registration of pure-bred Doberman Pinschers and to do all possible to bring their natural qualities to perfection.

 

  1. To encourage 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 Doberman Pinscher shall be judged.

 

  1. To do all in its power to protect and advance the interests of the breed by encouraging sportsmanlike competition at dog shows and all American Kennel Club and DPCA sanctioned events.

 

  1. To acknowledge and advance the critical role of an AKC recognized chapter club in providing education, health research and support of rescue and reduction of overpopulation for the benefit of the general public, purebred dogs and Doberman Pinschers in particular.

 

  1. To conduct activities including sporting events, sanctioned matches, specialty shows, obedience and tracking trials, Working Aptitude Tests, and other such activities and events as may be held under the rules of the American Kennel Club and the Doberman Pinscher Club of America, in furtherance of the above purposes.

 

SECTION 3.   PURPOSE  The Club is organized exclusively for charitable, educational, and scientific purposes, including, for such purposes, making distributions to organizations that qualify as exempt organizations under section 501(c)(7 or other designation) of the Internal Revenue Code, or corresponding section of any future federal tax code.

 

No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof.  No substantial part of the activities of the organization shall be the promotion of propaganda, or otherwise attempting to influence legislation, or the distribution of statements of any political campaign on behalf of any candidate for public office.

 

Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on by

  1. An organization exempt from federal income tax under section 501(c)(7 or any other designation of the Internal Revenue Code, or corresponding section of any future federal tax code, or
  2. An organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future tax code.

 

SECTION 4.   BY-LAWS The members of the Club shall adopt and may from time to time revise such by-laws as may be required to carry out these objectives.

 

ARTICLE II

DISSOLUTION

 

SECTION 1.   DISSOLUTION The Club may be dissolved at any time by written consent of not less than two-thirds (2/3) of the members.  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, as selected by the Board of Directors.  The Club shall not be conducted or operated for the profit and no part of any profits or remainder or residue from the dues or donations to the Club or from income shall inure to the benefit of any member or of a member’s household or of any other individual.

 

Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(7 or any other designation) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.  Any such assets not disposed of shall be disposed by the Court of Common Pleas of the County in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

 

BY-LAWS

Of the

DOBERMAN PINSCHER CLUB OF NORTHERN CALIFORNIA

 

ARTICLE I

MEMBERSHIP

 

SECTION 1.   ELIGIBILITY Membership shall be open to all persons eighteen (18) years of age and older who are in good standing with the American Kennel Club and who subscribe to the purpose of this Club.  A member shall be willing to take an active part in the Club activities, must be willing to serve as an Officer of the Club if elected, and to serve on a Club committee, if appointed.

 

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.  Accordingly, the Club offers two levels of membership.  Regular members who reside within or outside of the immediate area are entitled to vote, hold office, and membership will be counted for meeting quorums.  Regular members should attend one meeting annually to retain voting privileges.  Associate members who reside within or outside of the immediate area are not allowed to vote or hold office, and those members will not be counted for meeting quorums.

 

SECTION 2.   DUES  Membership dues shall be set from time to time by the Board of Directors subject to approval by the membership and entered in the minutes.  Dues are payable on or before the 1st day of January each year.  No member may vote whose dues are not paid for the current year.  During the month of November, the Membership Secretary shall send to each member a statement of their dues for the ensuing year.

 

 

SECTION 3.   ELECTION TO MEMBERSHIP Each applicant will be eligible to apply for membership after attending three (3) business meetings or events within a one year period and shall apply on a form as approved by the Board of Directors and which shall provide that the applicant agrees to abide by this Constitution and its By-laws and the rules of the American Kennel Club and the Doberman Pinscher Club of America.  The application shall state name, address and other pertinent information concerning the applicant and it shall carry the endorsement of two members in good standing.  Accompanying the application, the prospective member shall submit dues payment for the current year.  Any person applying for membership in October or during the remainder of the calendar year shall, upon payment and election to membership, not be required to pay dues for the ensuing calendar year.

 

All applications are to be filed with the Membership 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 by secret ballot and affirmative votes of seventy-five percent (75%) of the members present and voting at that meeting shall be required to elect the applicant.  The applicant shall have attended a minimum of  three (3) meetings and/or Club sponsored events prior to the date of their application, which time lapse shall be no longer than one (1) year.

 

Applicants for membership who have been rejected by the Club may not re-apply within six (6) months after such rejection.

 

SECTION 4.   TERMINATION OF MEMBERSHIP Membership may be terminated by

 

  1. 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 first day of each calendar year.

 

  1. Lapsing: A membership will be considered as lapsed and automatically terminated if such member’s dues remain unpaid thirty-one (31) days after the first day of the calendar year; however, the Board may grant an additional ninety (90) 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 that meeting.

 

  1. Expulsion: A membership may be terminated by expulsion as provided in Article VI of the By-Laws.

 

ARTICLE II

MEETINGS AND VOTING

 

SECTION 1.   MEETINGS The Board of Directors may conduct its business by mail, electronic process or by telephone conference call called by the President.  The Secretary shall attest to the results of balloting by conference call.  In the event the Secretary is unavailable, the President shall appoint an acting Secretary for the conference call.  As a condition precedent to the conduct of business through electronic process, the Board shall adopt procedures, which shall be set forth in an Administrative Procedures Manual, to ensure the following with respect to the conduct of such business:

 

  1. That every Board member shall be enabled to participate in the electronic conduct of such business;

 

  1. That all Board members have agreed to the conduct of such business through electronic process;

 

SECTION 2.   CLUB MEETINGS Meetings of the Club shall be held in the San Francisco Bay area no less than six (6) times a year at a time and place to be designated by the Board of Directors.  Written notice of each such meeting shall be mailed or emailed by the Membership Secretary, or through the Club newsletter, via first class mail or email at least ten (10) days prior to the date of the meeting.  The quorum of such meetings shall be twenty percent (20%) of the regular members in good standing.  Cancellation may be designated by the Board of Directors and the Membership Secretary shall arrange for mailing or emailing notice of such cancellation at least five (5) days prior to the date of the meeting.

 

SECTION 3.   SPECIAL CLUB MEETINGS Special Club meetings may be called by the President, or by the 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 (5) members of the Club who are in good standing.  Such special meetings shall be held in the San Francisco Bay area at such place, date and time as may be designated by the person or persons authorized herein to call such meetings.  Written notice of such a meeting shall be mailed or emailed by the Membership Secretary at least five (5) days and not more than fifteen (15) days prior to the date of the meeting, and said notice shall state the purpose of the meetings, and no other Club business may be transacted thereat.  The quorum for such a meeting shall be twenty percent (20%) of the members in good standing.

 

SECTION 4.   BOARD MEETINGS Meetings of the Board of Directors shall be held in the San Francisco Bay area and shall be held no less than six (6) times per year at a time and place to be designated by the President.  The quorum for such a meeting shall be a majority of the Board.  The Board of Directors may conduct its business by mail, facsimile transmission, and electronic process or by telephone conference call called by the President.  The Recording Secretary shall attest to the results of balloting by conference call.  In the event that the Recording Secretary in unavailable, the President shall appoint an acting Secretary for the conference call.

 

As a condition precedent to the conduct of business through electronic process, the Board shall adopt procedures, which shall be set forth in an Administrative Procedures Manual, to ensure the following with respect to the conduct of such business:

 

  1. That every Board member shall be enabled to participate in the electronic conduct of such business;

 

  1. That verification of the identity of the participants in such electronic conduct of such business to determine that the participant is a Board member eligible to participate in the electronic conduct of such business;

 

  1. The verification of Board members eligible to participate in the electronic conduct of such business are receiving all data and information that is disseminated through the electronic process;

 

  1. That all Board members have agreed to the conduct of such business through electronic process;

 

SECTION 5.   SPECIAL BOARD MEETINGS Special meetings of the Board may be called by the President, and shall be called by the Secretary upon receipt of written request signed by at least three (3) members of the Board.  Such special meetings shall be held in the San Francisco Bay area, at such place, date and hour as may be designated by the person or persons herein authorized to call such a meeting.  Written notice of such meeting shall be mailed or emailed by the Membership Secretary at least five (5) days and not more than ten (10) 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.  The quorum for such meeting shall be a majority of the Board.

 

SECTION 6.   VOTING each regular member in good standing whose dues are paid for the current year shall be entitled to one (1) vote at any meeting of the Club at which they are present.  Proxy voting will not be permitted at any Club meeting or election.

 

ARTICLE III

DIRECTORS AND OFFICERS

 

SECTION 1.  BOARD OF DIRECTORS The Board shall be comprised of the President, Vice-President, Recording/Corresponding Secretary, Membership Secretary, Treasurer and Delegate to the Doberman Pinscher Club of America, all of whom must also be members in good standing of the DPCA, in addition also included on the Board are three (3) other members, one (1) of whom may be the junior past President and a voting member of the Board.  All of these positions shall be elected for one (1) year terms as provided in Article IV.  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/Corresponding Secretary, Membership Secretary, Treasurer and Delegate to the Doberman Pinscher Club of America, shall serve in their respective capacities both with regard to the Club at its meetings and the Board and its meetings.

 

  1. 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 the By-laws.

 

  1. The Vice-President shall have the duties and exercise the powers of the President in case of the President’s death, absence or incapacity. The Vice-President shall be the Program Chairman for the year.

 

  1. The Recording/Corresponding Secretary shall keep a record of all meetings of the Club and of the Board and of all matters of which a record shall be ordered by the Club. They shall notify Officers and Directors of their election to office and shall have charge of correspondence with other Clubs, individuals or organizations and carry out such other duties as prescribed by these By-laws.

 

  1. The Membership Secretary shall notify members of meetings, notify new members of their election to membership, receive all applications for membership, keep a roll of members of the Club with their addresses, publish the Club’s newsletter, keep the attendance roll of members and guests at meetings, shall send a bill for dues in the November newsletter, and carry out such other duties as are prescribed in these By-laws.

 

  1. The Treasurer shall collect and receive all monies due or belonging to the Club. They shall deposit the same in a bank approved by the Board, in the name of the Club.  Their  books shall at all times be open to inspection of the Board and they shall report to them at every meeting the condition of the Club’s finances and every item or receipt or payment not before reported; and at the Annual meeting they shall render an account of all monies received and expended during the previous calendar year.  The Treasurer may be bonded in such amount as the Board of Directors shall determine.

 

  1. The Delegate to the Doberman Pinscher Club of America shall serve on the Chapter Club Executive Committee of the Doberman Pinscher Club of America. They shall, to the extent practical, attend meetings with the Doberman Pinscher Club of America.  The Club may designate an alternate delegate to attend such meetings and to vote in place of the Delegate, however, shall not thereby become a Club Officer or a member of the Board.

 

  1. The expansion of any of the above duties of officers may be augmented at times as necessity demands by a majority vote of the Board.

 

SECTION 3.   VACANCIES  Any vacancies occurring on the Board of among the officers during the year shall be filled until the next annual election 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; except that a vacancy in the office of the President shall automatically be filled by the Vice-President, and the resulting vacancy in the office of the Vice-President shall be filled by the Board.

 

ARTICLE IV

THE CLUB YEAR, ANNUAL MEETINGS, ELECTIONS, NOMINATIONS & MEMBERSHIP REQUIREMENT

 

SECTION 1.   CLUB YEAR The Club’s fiscal year shall begin on the first day of October and end on the 30th day of September.

 

SECTION 2.   ANNUAL MEETINGS The annual meeting shall be held in the month of September at which Officers and Directors for the ensuing year shall be elected by secret, written ballots from among those nominated in accordance with Section 4 of this Article.  They shall take office immediately upon conclusion of the election and each retiring officer shall turn over to their successor all properties and records relating to that office within thirty (30) days after the election.

SECTION 3.   ELECTIONS The nominated candidates, Officers and Board members receiving the greatest number of votes for each office shall be declared elected.

 

SECTION 4.   NOMINATIONS No person may be a candidate in a Club election who has not been nominated.  By the month of May, the Board shall select a Nominating Committee consisting of three members, not more than one (1) of whom shall be shall be a member of the Board.

 

The Board shall name a Chairman for the Committee and it shall be their duty to call a Committee meeting, which shall be held on or before July 15th.

 

  1. The Committee shall nominate one (1) candidate for each office, and two (2) candidates for the two (2) other positions on the Board, (three (3) in the event of the re-election of the President), and after securing the consent of each person so nominated, shall immediately report their nominations in writing to the Membership Secretary in writing.

 

  1. The Membership Secretary shall include the Nominating Committee’s slate in the August newsletter announcing the August meeting date, time and location.

 

  1. Additional nominations may be made at the August meeting by any member in attendance provided that the person so nominated does not decline when their name is proposed, and provided further that if the proposed candidate is not in attendance at this meeting, their proposer shall present to the Secretary a written statement from the proposed candidate signifying their willingness to be a candidate. No person may be a candidate for more than one (1) position.

 

  1. Nominations cannot be made at the Annual Meeting or in any manner other than as provided in this Section.

 

SECTION 5.   MEMBERSHIP REQUIREMENT All Officers shall be either DPCA members at the time of their election to office, or shall have applied for membership within thirty (30) days of being elected.

 

ARTICLE V

COMMITTEES

 

SECTION 1.   STANDING AND SPECIAL COMMITTEES  Each year the Board may each year appoint Standing Committees to advance the work of the Club in such matters as specialty shows, obedience trials, tracking tests, Working Aptitude Evaluations, trophies, annual prizes, membership and other fields which may well be served by appointing 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.   TERMINATION OF APPOINTMENT Any committee appointment may be terminated by a majority of the members of the full Board upon written notice to the appointee and the Board may appoint successors to those persons whose services have been terminated.

 

ARTICLE VI

DISCIPLINE

 

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 breed.  Written charges with specifications must be filed in duplicate with the Secretary together with a deposit of $100.00, 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 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 and breed.  If the Board considers that the charges do not allege conduct which is prejudicial to the best interest 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 three (3) weeks nor more than six (6) weeks thereafter.  The 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.

 

SECTION 3.   BOARD HEARING 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 the complainant and the defendant, the Board 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 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’s right to appear before his fellow members at the ensuing Club meeting which considers the Board’s recommendations.  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 the Club may be accomplished only at a meeting of the Club following a Board hearing and upon the Board’s recommendation as provided in Section 3 of this Article.  Such proceedings may occur at a regular or special meeting of the Club, to be held within sixty (60) days but not earlier than thirty (30) days after the date of the Board’s recommendation of expulsion.  The defendant shall have the right to appear on their own behalf, though no evidence shall be taken at this meeting.  The President shall read the charges, the Board’s findings and recommendations, and shall invite the defendant, if present, to speak in their own behalf if they wishes.

 

Those voting members present at 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 meeting shall be necessary for expulsion.  If expulsion is not so voted, the Board’s suspension shall stand.

 

ARTICLE VIII

AMENDMENTS

 

SECTION 1.   AMENDMENTS TO THE CONSTITUTION AND BY-LAWS 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 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 Secretary for a vote within three (3) months of the date when the petition was received by the Secretary.

 

SECTION 2.   VOTE NEEDED FOR AMENDMENT The Constitution and By-laws may be amended by a 2/3rds vote of the members present and voting at any regular or special meeting called for the propose, provided the proposed amendments have been included in the notice of the meeting and mailed to each member at least two (2) weeks prior to the date of the meeting.

 

ARTICLE IX

ORDER OF BUSINESS

 

SECTION 1.   ORDER OF BUSINESS AT CLUB MEETINGS At meetings of the Club the order of business, so far as the character and nature of the meetings may permit, shall be as follows:

  • Roll Call
  • Minutes of the Last Meeting
  • Report of the President
  • Report of the Recording/Corresponding Secretary
  • Report of the Membership Secretary
  • Report of the Treasurer
  • Report of Committees
  • Election of Officers and Board (at the Annual Meeting)
  • Election of New Members
  • Unfinished Business
  • New Business
  • Adjournment

 

SECTION 2.   ORDER OF BUSINESS AT BOARD MEETINGS 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 the Last Meeting
  • Report of the Secretary(s)
    • Correspondence
    • Membership
  • Report of the Treasurer
  • Report of Committees
  • Unfinished Business
  • New Business
  • Adjournment

 

ARTICLE X

GOVERNING AUTHORITIES

 

SECTION 1.   ROBERT’S RULES OF ORDER all meetings and parliamentary procedures shall be conducted in accordance with the latest edition of Robert’s Rules of Order, unless this is in conflict with the requirements of this Constitution and By-laws, in which case the Constitution and By-laws shall take precedence.

 

SECTION 2.   DOBERMAN PINSCHER CLUB OF AMERICA the members of this Club are also subject to, and regulated by, the provisions of the Constitution and By-laws of the Doberman Pinscher Club of America.  Anything to the contrary in this Constitution and By-laws notwithstanding.

 

In as much as the Doberman Pinscher Club of America (DPCA) is a 501(c)3 organization, the Doberman Pinscher Club of Northern California (DPCNC) acknowledges our responsibility to make annual information reports to them DPCA  in order to continue in good standing with them.  The DPCNC further agrees to adhere to their specific policies, especially those related to maintaining their 501(c) 3 status. The DPCNC reserves the right to challenge any such policy that may be established, and the DPCNC will inform the DPCA of such action in writing thirty (30) days prior to any implementation on the part of the DPCNC.

Revised 9/24/2017

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Photos, unless otherwise noted, by DPCNC member Liz Manning