SDCI Constitution and Bylaws

CONSTITUTION

SECTION 1. The name of the club shall be the Sporting Dog Club of Indiana (the club).

SECTION 2. The objectives of the club shall be:

(a) to further the advancement of all sporting breeds;

(b) to do all in its power to protect and advance the interests of dog shows, obedience trials, tracking tests, agility trials, and any other event for which the club is eligible under the Rules and Regulations of the American Kennel Club.

(c) to encourage sportsmanlike competition at such events, and to conduct sanctioned matches, dog shows, obedience and rally trials and any other event for which the club is eligible under the Rules and Regulations of The American Kennel Club.

SECTION 3. In Accordance with Federal, State, and Local Law no part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, officers, directors, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions on furtherance of the purposes set forth in this Constitution or Bylaws.

SECTION 4. The members of the club shall adopt and may from time to time revise such bylaws as may be required to carry out these objectives.

SECTION 5. The Bylaws are subject to and governed by the State of Ohio Nonprofit Corporation Laws and the Articles of Incorporation of the Sporting Dog Club of Indiana. In the event of a direct conflict between the provisions of these bylaws and the mandatory provisions of the Ohio State Nonprofit Corporation Laws, the Ohio State Nonprofit Corporation Laws will be controlling.

BYLAWS

These Bylaws are subject to and governed by the State of Ohio Nonprofit Corporation Laws and the Articles of Incorporation of the Sporting Dog Club of Indiana. In the event of a direct conflict between the provisions of these bylaws and the mandatory provisions of the Ohio State Nonprofit Corporation Laws, the Ohio State Nonprofit Corporation Laws will be controlling.

ARTICLE I Membership

SECTION 1. Eligibility. There shall be four types of membership 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 purposes of this Club.

(a) Voting

i.) Individual members shall enjoy all club privileges including the right to vote and hold office.

ii.) Household membership Consists of two (2) adult members residing in the same household, each of which shall enjoy all club privileges including the right to vote and hold office.

iii.) Life membership may be granted by the Board to those individuals who have been members for at least twenty (20) years and have made a significant contribution to the Club. Life members shall pay no dues but are entitled to all club privileges, including the right to vote and hold office.

(b) Non-voting

i.) Associate members are entitled to all club privileges except the right to vote or hold office.

ii.) Junior membership is open to persons under eighteen (18) years of age who participate in American Kennel Club sports. They are entitled to all club privileges except the right to vote or hold office. Junior membership may automatically convert to individual membership at age 18, upon written request to the Treasurer. Dues will not be assessed until the next fiscal year.

(c) While membership is 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 shall be payable on or before the 1st day of February of each year. The amount of dues may be amended by the Board, but no more frequently than annually. No member may vote whose dues are not paid for the current year.

Dues are:

$60 for family

$50 for single $25 for associate $10 for junior

During the month of November the Treasurer shall send to each member a statement of dues for the following year.

SECTION 3. Election to Membership.

(a) Each applicant for membership shall apply on a form approved by the Board and which shall provide that the applicant agrees to abide by the constitution and bylaws and the rules of The American Kennel Club and the Sporting Dog Club of Indiana. The application shall state the name, address, and occupation of the applicant and the sporting dog breeds they own. It shall carry the endorsement of two members in good standing. The endorsing members shall have known the applicant for at least six (6) months and not be members of the same household. Accompanying the application, the prospective member shall submit dues payment for the current year.

(b) The application for membership shall contain an authorization agreeing to notification of club business by email and providing a current email address. It is the responsibility of each club member to notify the Treasurer of any change of email address. Such authorization is revocable upon written notice to the Treasurer and releases the club from any liability should the notification be received late or not received by the member or Board member due to circumstances beyond the club’s control.

(c) All applications are to be filed with the Treasurer and each application is to be read at the first meeting of the Board following its receipt. At the next Board meeting the application will be voted upon and affirmative votes of two-thirds of the members present and voting by secret ballot at that meeting shall be required to elect the applicant. The club can only inform applicants whether the affirmative majority vote was cast. Board members shall not say that they did or did not vote for a candidate.

(d) Applicants for membership who have been rejected by the club may not reapply within six months after such rejection.

SECTION 4. Loss of Voting Privileges. The unexcused absence of a voting member from three (3) consecutive annual meetings or failure to volunteer and work at one annual club event, unless excused by the Board, shall operate as the accepted change of that membership from voting to non-voting status. All written requests for excusal will be considered by the club’s Board. The difference in dues will be forfeited.

SECTION 5. Membership may be terminated:

(a) by resignation. Any member in good standing may resign from the club upon written notice to the Corresponding Secretary, 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. Resignations can be accepted via email provided the sender’s address is documented and readily recognizable. Resignations can only be rescinded if they have not been announced or formally acted upon

(b) by lapsing. A membership will be considered as lapsed and automatically terminated if such member’s dues remain unpaid 60 days after notice of delinquency is sent by the Treasurer; however, the Board may grant up to an additional 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 the date of that meeting.

ARTICLE II Meetings, Notice, and Voting

SECTION 1. Club Meetings.

Meetings of the club shall be held at the place and time as may be designated by the Board. The Annual Meeting shall be held during September or October. The date of the Annual Meeting may be changed by the Board. All other in- person club meetings shall be held within the American Kennel Club designated territory of club's focal point of dog interests and activities is the greater Indianapolis, IN area (including communities north to Cedar Lake, south to Bloomington), west to Mt. Vernon, IL. Notice of such meeting shall be sent as required by state law by the Corresponding Secretary at least ten (10) days prior to the date of the meeting. The quorum for such meetings shall be twenty (20) percent of the members in good standing. Non-voting members do not count towards the determination of a quorum.

SECTION 2. Special Club Meetings.

Special club meetings may be called by the President, by a majority vote of the members of the Board who are present and voting at any regular or special meeting of the Board; or by the Corresponding Secretary upon receipt of a petition signed by twenty (20) members of the club who are in good standing. Such special meetings shall be held in accordance with state law at such place, date and hour as may be designated by the person or persons authorized herein to call such meetings. Written notice of such a meeting shall be sent by the Corresponding Secretary as required by State Law at least five (5) days and not more than fifteen (15) days prior to the date of the meeting. Said notice shall state the purpose of the meeting, and no other club business may be transacted thereat. The quorum for such a meeting shall be thirty percent (30%) of members in good standing.

SECTION 3. Board Meetings.

(a) Meetings of the Board shall be held quarterly at such hour and place as may be designated by the Board and in person or

in accordance with State Law

(b) Written notice of each such meeting shall be sent by the Corresponding Secretary as required by State Law at least two (2) days prior to the date of the meeting. The quorum for such a meeting shall be a majority of the Board. Non- voting members do not count towards the determination of a quorum.

by means by which the voting members

can be present and vote through the use of authorized communications equipment

. Participation in a meeting by authorized

communications equipment constitutes presence at that meeting.

SECTION 4. Special Board Meetings.

(a) Special meetings of the Board may be called by the President or shall be called by the Corresponding Secretary upon receipt of a written request signed by at least three members of the Board. Such special meetings shall be held at such place, date, and hour as may be designated by the person calling such meeting and in person or

Notice of such meeting shall be sent as required by State Law by the Corresponding 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 a meeting shall be a majority of the Board. Non-voting members do not count towards the determination of a quorum.

SECTION 5. Action by members or directors without a meeting.

(a) Any action that may be authorized or taken at a meeting of the Board may be authorized or taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by, all of the Board who would be entitled to notice of a meeting for that purpose. Any such writing shall be filed with or entered upon the records of the club. Any certificate with respect to the authorization or taking of any action described in this section that is required to be filed in the office of the secretary of state shall recite that the authorization or taking of that action was in a writing or writings approved and signed as specified in this section.

(b) Any transmission by authorized communications equipment that contains an affirmative vote or approval of the person described in division (a) of this section is a signed writing for purposes of this section. The date on which that transmission by authorized communications equipment is sent is the date on which the writing is signed.

by means by which the voting members can be present and vote through the use of authorized communications equipment in accordance with State Law

Participation in a meeting by authorized communications equipment constitutes presence at that meeting.

SECTION 6. Notice

(a) Any notice shall be in writing and shall be delivered personally, by the use of authorized communications equipment, or by United States mail, with postage or fees prepaid.

(b) A written notice or report delivered as part of a newsletter, magazine, or other publication regularly sent to members shall constitute a written notice or report if addressed or delivered to the member's address shown in the club's current list of members, or, in the case of members who are residents of the same household and who have the same address in the club's current list of members, if addressed or delivered to one of those members at the address appearing on the club's current list of members.

(c) The club may send members notification of club meetings, dues notices, minutes, newsletters and other forms of communication, and Board members notification of Board meetings, via email, provided that the club member or Board member has signed an authorization agreeing to this method of communication. Such authorization, which is revocable, will also release the club from any liability should the notification be received late or not received by the member or Board member, due to circumstances beyond the club's control.

SECTION 7. Voting.

(a) voting at elections and votes on other matters may be conducted by mail or by the use of authorized communications equipment in accordance with State Law and American Kennel Club’s procedure on Electronic Balloting.

(b) Each member in good standing whose dues are paid for the current year shall be entitled to one vote at any meeting of the club at which the member is present. The annual election of Officers and Directors and amendments to the Constitution, By- Laws, and Code of Ethics shall be decided by secret ballot cast by mail or by electronic balloting by an independent firm.

ARTICLE III Directors and Officers

SECTION 1. Board of Directors. The Board shall be comprised of the officers and 6 other persons, all of whom shall be members in good standing and all of whom shall be elected for two-year terms as provided in Article IV and shall serve until their successors are elected. General management of the club’s affairs shall be entrusted to the Board.

SECTION 2. Officers. The club’s officers, consisting of the President, Vice President, Corresponding Secretary, Recording Secretary and Treasurer, shall serve in their respective capacities both with regard to the club and its meetings and the Board and its meetings.

(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 President’s death, absence or incapacity. The Vice President shall be an ex-officio member, without vote, of all Standing and Special Committees except the Nominating Committees.

(c) The Corresponding Secretary shall 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, and carry out such other duties as are prescribed in these bylaws.

(d) The Recording 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 and carry out such other duties as are prescribed in these bylaws.

(d) The Treasurer shall collect and receive all moneys due or belonging to the club, send out annual dues notices, receive membership applications, and keep a roll of the members of the club with their addresses, which shall be sent to any member in good standing, upon written request, not more than once every club year. 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 on the condition of the club’s 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. The Treasurer shall keep a separate record of account for any and all events sponsored by the Club, which shall be reported in the fiscal year in which the Show is held. The Treasurer shall be bonded in such amount as the Board shall determine. (e) American Kennel Club Delegate. The Board, at its discretion, may choose to have a club delegate to the American Kennel Club. The Delegate shall perform the duties of such office as prescribed in the constitution and by-laws of the American Kennel Club and shall attend the meetings of the Delegates to the American Kennel Club. The Delegate shall report to the Directors and membership on all matters of interest to the Club on a quarterly basis. The Delegate may attend Board meetings but is not entitled to vote.

SECTION 3. Vacancies.

Any vacancies occurring on the Board or among the offices during the year shall be filled until the next annual election by a majority vote of the 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 President shall be filled automatically by the Vice President and the resulting vacancy in the office of Vice President shall be filled by the board.

SECTION 4. Inability or Refusal to Serve. If the Board, by affirmative vote of seven Directors, determines that any officer or director is unable to act, or refuses to fulfill the responsibilities of office, the Board, by the affirmative vote of two thirds of the Directors, shall delegate the powers and duties of such officer or director to any other Regular or Life Member for the for the remainder of said Officer or Directors term, or may declare the office vacant.

SECTION 5. Terms. No member of the Board shall be elected for more than three (3) consecutive terms in the same office. Election of a member to fill an unexpired term, for the purpose of succession, shall be considered to have served a full term in office if he or she serves at least one-half (1/2), plus one (1) day of a full term. Terms shall be staggered so that no more than 60 percent of the Board is replaced at one time. The President, Treasurer, Recording Secretary, and 3 Board Members shall be elected in years ending in even numbers. The Vice President, Corresponding Secretary, American Kennel Club Delegate, and 3 Board Members shall be elected in years ending in odd numbers.

ARTICLE IV The Club Year, Annual Meeting, Elections

SECTION 1. The club’s fiscal year shall begin on the first day of March and end on the last day of February The club’s official year shall begin on the first day of March and end on the last day of February.

SECTION 2. The annual meeting shall be held in conjunction with the Club's annual show or at such other time as the Board determines.

SECTION 3. Electronic Balloting. The club may conduct elections, votes on bylaw amendments and any other specific questions the Board shall determine, via electronic balloting. Such balloting must be conducted by an independent organization which specializes in electronic balloting.

A member must sign a written authorization agreeing to this method of balloting, which is revocable, which agrees to release the club from any liability should the ballot be received late or not received by the member, due to circumstances beyond the club's control. Members not providing written authorization will continue to receive all materials via USPS.

SECTION 4. Nomination and Election. No person may be a candidate in a club election who has not been nominated.

(a) At the meeting prior to September, the Board shall select a Nominating Committee consisting of three members and two alternates, not more than one of whom may be a member of the Board. The Corresponding Secretary shall immediately notify the committeemen and alternates of their selection. The Board shall name a chairman for the committee and it shall be such person’s duty to call a committee meeting, which shall be held within thirty (30) days.

(b) The committee shall nominate one candidate for each open office and open positions on the Board. Each candidate shall have been a member in good standing of the Club for at least the three previous years. After securing the consent of each person so nominated, the committee shall immediately, but no later than October 31, report their nominations to the Corresponding Secretary in writing. The Corresponding Secretary shall promptly notify the Board of the committee's report. (c) The Corresponding Secretary shall, by November 1, send notice to each member eligible to vote of the candidates so nominated.

(d) Additional nominations may be made by any Full member, by sending a written petition to the Corresponding Secretary and on or before December 1, signed by six (6) Full members and accompanied by the biography and written acceptance of each such nominee signifying his willingness to be a candidate. No person may be a candidate for more than one position.

(d) If no valid nominations are received by the Corresponding Secretary on or before December 15 the Nominating Committees' slate shall be declared elected and no balloting will be required.

(e) Nominations cannot be made at the annual meeting or in any manner other than as provided in this Section

(f) Balloting. The Board may decide to hold election by written ballot cast by mail or in accordance with American Kennel Club's procedure on Electronic Balloting. If one or more valid additional nominations are received by the Corresponding Secretary on or before December 15, the Corresponding Secretary shall, on or before

January 1, mail to each Full Member in good standing a ballot listing all of the nominees for each position in alphabetical order, with the names of the states in which they reside and a brief biography, together with a blank envelope and a return envelope addressed to the Corresponding Secretary, the inspectors of election, or designated independent electronic balloting organization marked “ballot” and bearing the name of the Full Member to whom it was sent. So that the ballots may remain secret, each voter, after marking his ballot, shall seal it in the blank envelope that, in turn, shall be placed in the second envelope addressed to the Corresponding Secretary, inspectors of election, or the designated independent electronic balloting organization. The inspectors of election shall check the returns against the list of Full Members whose dues are paid for the current year prior to opening the outer envelopes and removing the blank envelopes and shall certify the eligibility of the voters as well as the results of the voting which shall be announced by February 1. The nominated candidate receiving the greatest number of votes for each office shall be declared elected. The nominated candidates for other positions on the Board who receive the greatest number of votes for such positions shall be declared elected.

(g) Each retiring officer shall turn over to their successor in office all properties and records relating to that office within 30 days after the election.

ARTICLE V Committees

SECTION 1. The Board may 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.

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 may appoint successors to those persons whose services have been terminated.

SECTION 3. Committees that are established can hold a valid electronic meeting if authorized in by a standing rule of Club or by the motion that established the committee.

ARTICLE VI Discipline

SECTION 1. American Kennel Club Suspension. Any member who is suspended from any or all the privileges of The American Kennel Club automatically shall be suspended from all the privileges of this club for a like period.

SECTION 2. Termination of Membership Termination of memberships must be based on a secret ballot. The club can only inform applicants whether an affirmative majority vote was cast. Members shall not say that they did or did not vote for termination.

SECTION 3. Charges.

(a) An individual member may prefer charges against another individual member for alleged misconduct prejudicial to the best interests of the club. Written charges with specifications must be filed in duplicate with the Secretary together with a deposit of $50.00, which shall be forfeited if such charges are not sustained by the Board following a hearing.

(b) 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. If the Board considers that the charges do not allege conduct which would be prejudicial to the best interests of the club, it may refuse to entertain jurisdiction. If the Board entertains jurisdiction of the charges, it shall fix a date for a hearing by the Board not less than three (3) weeks nor more than six (6) weeks thereafter.

(c) The Corresponding Secretary shall promptly send one copy of the charges and the specifications to the accused member by mail with a return receipt, together with a notice of the hearing and an assurance that the respondent may personally appear in his own defense and bring witnesses if he wishes.

(d) The disciplinary hearing may be conducted via teleconference provided that all parties to the hearing consent in writing.

(e) Either the complainant or respondent may submit specific objections to any Board member participating in the disciplinary process. The objection must be communicated via US Mail or electronically to the Corresponding Secretary within seven (7) days of receipt of the notification of the hearing. If the objection is upheld and the particular Board member’s vote directly affected the decision to entertain charges and schedule a hearing, the remaining eligible Board members must first reconsider the decision to entertain charges and notify both the complainant and respondent within seven (7) days of the receipt of any objection.

SECTION 4. Board Hearing.

(a) The Board shall have complete authority to decide whether counsel may attend the hearing, but both complainant and respondent shall be treated uniformly in that regard.

(b) Should the charges be sustained after hearing all the evidence and testimony presented by complainant and respondent, the Board may by a majority vote of those present reprimand or suspend the respondent from all privileges of the club for not more than six (6) months from the date of the hearing.

(c) If the Board deems suspension insufficient, it may recommend to the membership that the penalty be expulsion. In such case, the suspension shall not restrict the respondent’s right to appear before his fellow members at the ensuing club meeting which considers the Board’s recommendation. Immediately after the Board or has reached a decision, the finding shall be put in writing and filed with the

Recording Secretary. The Recording Secretary, in turn, shall notify each of the parties of the Board’s decision and penalty, if any.

SECTION 5. Expulsion.

Expulsion of a member from the club may be accomplished only at a meeting of the club upon the Board’s recommendation as provided in Section 4 of this Article. Such proceedings may occur at the next regular or special meeting of the club in person or via video conference 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 respondent 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 finding and recommendation, and shall invite the respondent, if present, to speak in his own behalf if he wishes. The members shall then vote by secret ballot on the proposed expulsion. A 67% 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 VII Amendments

SECTION 1. Amendments to the constitution and bylaws may be proposed by the Board or by written petition addressed to the Corresponding Secretary signed by twenty percent of the members in good standing. Amendments proposed by such petition shall be promptly considered by the Board and must be submitted to the members with recommendations of the Board by the Corresponding Secretary for a vote within three months of the date when the petition was received by the Corresponding Secretary.

SECTION 2. The constitution and bylaws may be amended by a two-thirds secret vote of the members present and voting at any regular or special meeting called for the purpose, provided the proposed amendments have been included in the notice of the meeting and sent to each member in accordance with State Law at least two weeks prior to the date of the meeting. No amendment to the constitution bylaws that is adopted by the club shall become effective until it has been approved by the Board of Directors of The American Kennel Club.

ARTICLE VIII Dissolution

SECTION 1. The club may be dissolved at any time by the written consent of not less than two-thirds 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.

ARTICLE IX Order of Business

SECTION 1. At regular meetings of the Club, the order of business shall be as follows: Minutes of last regular meeting

Report of President

Report of Treasurer

Report of Corresponding Secretary

Report of the American Kennel Club Delegate Reports of committees

Unfinished business

New business

Adjournment

SECTION 2. At regular meetings of the Board, the order of business, unless otherwise directed by majority vote of those present, shall be as follows:

Minutes of last regular meeting

Report of Treasurer

Report of Recording Secretary

Report of Corresponding Secretary Report of American Kennel Club Delegate Reports of committees

Unfinished business

Election of new members

New business

Adjournment

ARTICLE X Parliamentary Authority

SECTION 1. The rules contained in the current edition of “Robert’s 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 these bylaws and any other special rules of order the club may adopt.