Constitution & By-Laws...

Constitution

Article I

Name and Objects

Section 1. The name of this Club shall be the Petit Basset Griffon Vendéen Club of America, Inc. hereinafter known as the Club.

Section 2. The purposes of the Club shall be:

  1. To encourage and promote quality in the breeding of the purebred Petit Basset Griffon Vendéen and to do all possible to enhance their natural qualities and to ensure the future soundness and health of the breed.
  2. To encourage members and breeders to be guided by the Standard of the Breed as approved by the Club as the only standard of excellence for the breed.
  3. To do all in its power to protect and advance the interests of the breed by encouraging sportsmanlike competition at dog shows, performance events, agility events, obedience trials, and field trials.
  4. To urge members to abide by the Club Code of Best Practices.
  5. To conduct American Kennel Club sanctioned events under rules and Regulations of the American Kennel Club.
  6. To promote and encourage the development of local Petit Basset Griffon Vendéen clubs where possible.

Section 3. The Club shall not be conducted or operated for profit and no part of any profit or remainder or residue from dues or donations to the Club or from Club sponsored events shall inure to the benefit of any member or individual.

Section 4. 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.

By-Laws

Article 1 - Membership

Section 1. Eligibility. There shall be three classes of membership open to all who subscribe to the purposes of the Club as set forth in the Constitution and By-laws and who are in good standing with the American Kennel Club. In addition, with the exception of Junior Membership, all members must be at least 18 years of age. The three classes are Associate, Voting and Non-voting. All new members of the Club shall join at the Associate level.

Associate Membership. Enjoys all the privileges and duties of the Club except for the right to vote and hold office or to chair committees. An associate member shall not count in the determination of a quorum. At any point after one year of Associate Membership an Associate Member may apply for regular membership by following the application process for
Regular Membership. An associate member is not required to apply for Regular Membership and may continue as an Associate Member for an indefinite period of time.

Voting Membership. There will be four types of voting membership as described below:

Individual. Enjoys all the privileges and duties of the Club including the right to vote and hold office. Any person who has held voting membership in the past shall have the requirement for one year associate membership waived should their membership lapse and they wish to rejoin PBGVCA.

Household Membership. Two persons 18 years of age or older residing in the same residence. Both individuals in a household membership must qualify for full membership separately. They enjoy all the privileges and duties of the Club including the right to vote and hold office and each member is entitled to a separate vote.

Local Club Membership. A local Petit Basset Griffon Vendéen Specialty Club recognized and approved by the Petit Basset Griffon Vendéen Club of America. Such club shall be entitled to one vote but is not entitled to hold office.

Life Member. Any past or present member, having rendered especially outstanding service to the Club, may be proposed by a member of the Board of Directors for election to life membership at any Annual Meeting of the Club. Any individual so proposed shall have been an active member of the Club for at least 15 years. Election shall be by an affirmative 2/3 vote of the members present and voting. Such members shall be exempt from payment of dues and shall have all the rights, privileges and duties of membership, including the rights to vote and hold office. The new Life Member shall be given an appropriate notification of the honor.

Non-Voting Membership.
Junior Membership. Junior membership is open to all juniors between the ages of 9 and 17. Junior members may automatically convert to regular membership upon reaching their 18th birthday. Junior Members enjoy all the privileges and duties of the club except the rights to vote and hold office.

Section 2. Dues. Membership dues shall be an amount designated by the Board of Directors each year. Dues for an individual membership shall not exceed $65.00, and for household and local club memberships shall not exceed $85.00. Dues for Junior Members shall not exceed $25.00. Dues are payable on or before the 1st day of January each year. Any person who joins after June 1st or thereafter shall pay half of the current dues for the balance of the calendar year. No member may vote whose dues are not paid for the current year. During the month of November the Treasurer shall send to each member a statement of dues for the ensuing year.

Section 3. Election to Associate Membership. Each applicant for membership shall apply on a form as approved by the Board of Directors of the Club and which shall provide that the applicant agrees to abide by the Constitution and By-laws of the Club and the rules of the American Kennel Club. Accompanying the application, the prospective member shall submit dues payment for the current year. Applicants who submit their application after October 1st and are approved for membership shall have dues paid for the following calendar year. Applications are to be filed with the Treasurer, who shall send a copy of the application to the Recording Secretary. The Recording Secretary shall circulate the application to the Board of Directors for approval. Prior to voting on the application, the Board, at its discretion, may request additional information from the applicant. Affirmative votes of not less than 2/3 of the Directors present at a meeting of the Board shall be required to elect an applicant.

Section 4. Election to Regular Membership. An Associate Member may apply for voting membership at any time after one year from the date of acceptance of the associate membership application by the Board of Directors. The applicant shall complete an application for voting membership signed by two regular members not from the same household. Applications are to be filed with the Recording Secretary. The Recording Secretary shall circulate the application to the Board of Directors for approval. After the application is found to be in order, the name(s) of the applicant(s) shall be published. If there are no objections received by the Recording Secretary within 30 days of publication, the application shall be referred to the Board for approval at the next Board meeting. Prior to voting on the application, the Board, at its discretion, may request additional information from the applicant. Affirmative votes of not less than 2/3 of the Directors present at a meeting of the Board or not less than 2/3 of the entire Board voting by mail shall be required to elect an applicant.

An application which has received a negative vote by the Board may, upon notification of the Recording Secretary at least 30 days in advance, be presented by one of the applicant's endorsers at the next Annual Meeting of the Club, and a favorable vote of 75% of the members present may elect such applicant.

Section 5. Termination of Membership. Memberships may be terminated:

  1. by resignation upon written notice to the Recording Secretary, provided such member is not in debt to the Club. Dues obligations are considered a debt to the Club and they are incurred on the 1st day of each fiscal year.
  2. lapsing, which occurs when a member's dues remain unpaid 90 days after the first day of the fiscal year; however, the Board may grant an additional 90 days of grace in meritorious cases.
  3. by expulsion, a membership may be terminated by expulsion as provided in Article VI of these By-laws.

Article II
Meetings

Section 1. Annual Meeting. The Annual Meeting of the Club shall be held in conjunction with the Club's National specialty, at a place, date and hour designated by the Board of Directors. Written notice of the Annual Meeting shall be sent by the Corresponding Secretary to the membership at least 30 days prior to the date of the meeting. The quorum for the Annual Meeting shall be 10% of the full members in good standing on the date of the meeting.

Section 2. Special Club Meetings. Special Club meetings may be called by the President or by a majority vote of the Members of the Board or may be called by the Recording Secretary upon receipt of a petition signed by 10% of the full members of the Club who are in good standing. Such meeting shall be held at such place and hour as may be designated by the Board of Directors. Notice of such meeting shall be sent to the membership by the Corresponding Secretary at least 14 days and not more than 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 10% of the full members in good standing on the date of the meeting.

Section 3. Board Meetings. The Board shall hold a meeting in conjunction with the National Specialty. Other meetings of the Board of Directors shall be held at such times and places as are designated by the President or by a majority vote of the entire Board. Notice of meetings shall be sent by the Corresponding Secretary to each member of the Board at least 14 days prior to the date of the meeting. The quorum for a Board meeting shall be a majority of the Board voting in person, by telephone conference call, or other electronic media.

Section 4. Conduct of Business. The Board of Directors may conduct its business by mail, electronic media, fax, or telephone conference call through the Recording Secretary. In cases where the Board of Directors are polled by telephone, written confirmation to the Recording Secretary shall be provided by the Board member on a form provided by the Recording Secretary within seven days or their individual vote shall not be counted. 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:

  1. every board member must be provided with the means to participate if they do not already have the means;
  2. a procedure must be in place to verify the identity of the individuals participating to ensure that they are the eligible board members;
  3. a mechanism must be in place to verify that the eligible board members are "listening";
  4. all board members must agree to participate in this manner.
  5. votes that must be conducted by secret ballot cannot be conducted by e-mail.

Article III
Directors and Officers

Section 1. Board of Directors. The Board shall be comprised of the President, Vice President, Recording Secretary, Corresponding Secretary, Treasurer and six Regional Directors, all of whom shall be members in good standing who are residents of the United States. They shall be elected at the Club's Annual Meeting as provided in Article IV and shall serve until their successors are elected. General management of the club shall be entrusted to the Board of Directors. Two Regional Directors shall reside in and represent each of the three Regions as defined in Article V of these By-laws.

Section 2. Terms of Office. The President, Vice President, Recording Secretary, Corresponding Secretary and Treasurer shall be elected from the membership at large without regard to their Region of residence. Each shall be elected for two-year terms. In order to maintain continuity on the Board of Directors, the President, Recording Secretary, Delegate to the American Kennel Club and Treasurer shall be elected in odd numbered years; the Vice President and Corresponding Secretary shall be elected in even numbered years. The Directors shall each serve two-year terms. One Director from each Region will be elected in odd numbered years and one shall be elected in even numbered years. No Officer or Member of the Board of Directors may serve more than six (6) consecutive years on the Board without regard to capacity, except that the first year of an appointed term will not count toward the six years of service.

Section 3. Officers. The Club's officers, consisting of the President, 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. All officers shall be bonded or insured in such amount as the Board shall determine.

  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 these By-laws.
  2. The Vice President shall have the duties and exercise the powers of the President in case of the President's death, absence, resignation or incapacity.
  3. The Recording Secretary shall keep a record of all meetings of the Club and Board, shall maintain a tally of all elections, notify officers and directors of their election, maintain communication with all committees, shall maintain a record of all matters of which a record shall be ordered by the Club, and shall carry out such other duties as may be designated by the Board or as prescribed in these By-laws.
  4. The Corresponding Secretary shall have charge of the correspondence of the club, will ensure that new members are notified of their election to membership, notify members of meetings and carry out such other duties as may be designated by the Board or as are prescribed in these By-laws.
  5. The Treasurer shall collect and receive all moneys due or belonging to the Club. S/he shall deposit same in a bank designated by the Board in the name of the Club. The President will serve as a secondary signer on all bank accounts, however, only one signature shall be required on checks. The books shall at all times be open to inspection by the Board, and the Treasurer shall report to the Board at least quarterly the condition of the Club's finances, including a summary of receipts and payments received and expended during the previous quarter. At the Annual Meeting, the Treasurer shall render a summary accounting of all moneys received and expended during the previous fiscal year. The Treasurer shall notify the members in writing when dues payments are due and payable and oversee the maintenance of the membership database of the Club.
  6. Delegate to the American Kennel Club. The Delegate shall be elected for a term of two years starting with the annual election of officers in 1997. The Delegate to the American Kennel Club shall not be subject to any term limitation and shall be a non-voting member of the Board of Directors. The Delegate to the American Kennel Club will be expected to attend the annual meeting of the American Kennel Club and at least two other delegate meetings each year.
  7. Directors shall carry out such duties as are assigned by the Board.

Section 4. Vacancies. Any vacancies occurring on the Board or among the officers during the year shall be filled until the next Annual Meeting by a majority vote of all of the remaining members of the Board at its first regular meeting following the creation of such a vacancy, or at a Special Board Meeting called for that purpose. The election also may be conducted through a poll of the Board conducted by the Recording Secretary, or by the Corresponding Secretary if the vacancy is in the office of Recording Secretary. However, 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. At the next Annual Election the balance of the term of any vacant position previously filled by the Board shall be filled by a membership election as provided in Article IV Sections 2, 3, and 4.

Section 5. Removal from Office. An officer of the Club may be removed from their office if ¾ of the members of the Board determine that there is sufficient evidence of malfeasance or non-performance in their duties as described in this section.

Article IV
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 30th day of June.

The Club's official year shall begin July 1st of each year and shall continue through June 30th of the following year. The elected officers and directors shall take office on July 1st and each retiring officer shall turn over to their successor in office all properties and records relating to that office as soon as practical but in no event later than July 10th of each year.

The Annual Meeting shall be held during the national specialty each year, at which Officers and Directors for the ensuing official year shall be elected or announced in accordance with Section 4 of this Article.

Section 2. Nominations. No person may be a candidate in a club election who has not been nominated in accordance with these By-laws. Those nominated for any elected Club position must have been a full member in good standing of the club for a period of at least one year prior to their nomination. A Nominating Committee shall be chosen by the Board of Directors before August 1st of each year. The Committee shall consist of six members, one from each Region and three alternates, one from each Region (as defined in Article V), all full members in good standing, no more than one of whom may be a member of the current Board of Directors. The Board shall name a chairman for the committee. The Nominating Committee may conduct its business by mail, fax, email, or telephone. The results of the committee's deliberations shall be confirmed in writing within 7 days but no later than September 1st to the Recording Secretary. All deliberations of the Nominating Committee shall remain confidential.

  1. The Nominating Committee shall nominate from among the eligible members of the Club, one candidate for each office vacancy and for each other position on the Board of Directors and a candidate for the Delegate to the American Kennel Club and shall procure the acceptance of each nominee so chosen as well as a resume for each individual nominated. The Corresponding Secretary, upon notification of the Recording Secretary shall send the list, including the full name of each candidate and the name of the State in which they reside, to each voting member of the Club on or before September 20th so that additional nominations may be made by members, if they so desire.
  2. Additional nominations of eligible members may be made by written petition addressed to the Recording Secretary and received at the Recording Secretary's regular address on or before November 15th signed by 10 voting members in good standing and accompanied by the written acceptance of each such additional nominee signifying his willingness to be a candidate, together with a resume of the nominee's experience.

No person shall be a candidate for more than one position. Nominations cannot be made at the Annual Meeting or in any other manner that as prescribed above.

Section 3 Voting. If one or more additional nominations are received by the Recording Secretary on or before November 15 s/he or an independent Certified Public Accountant designated by the Board shall, no earlier than eight weeks nor later than seven weeks prior to the date of the Annual Meeting, send to each 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 along with a resume for each candidate; together with an envelope marked "Ballot" and a return envelope addressed to the chairperson of the Tellers Committee or designated Certified Public Accountant marked "Ballot" and bearing the name of the member to whom it was sent.

  • So that the ballots may remain secret, each voter, after marking the ballot, shall seal it in the envelope marked "Ballot" which in turn shall be placed in the second envelope addressed to the chairperson of the Tellers Committee or designated Certified Public Accountant.
  • The ballots, to be valid, must be received by the Teller's Committee or the Certified Public Accountant no later than two weeks prior to the Annual meeting.
  • The ballots shall be counted by a Tellers Committee of no less than three members who are appointed for the purpose of counting the ballots by the Board of Directors, or by the Certified Public Accountant designated by the Board. The ballots shall be counted and the results reported no later than two weeks prior to the Annual Meeting. The inspectors of election or designated Certified Public Accountant 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 ballot envelopes, and shall certify eligibility of the voters as well as the results of the voting which shall be announced at the Annual Meeting.
  • With the approval of the AKC the voting process outlined above may be replaced by electronic balloting provided 80% of the members eligible to vote have consented to voting electronically.
  • The ballots and outer envelopes, with the members' name(s) as the return address, shall be retained by the Tellers Committee or Certified Public Accountant for a period of at least six months following the election so that, if requested, a recount can be conducted following the requirements of this section. Once a recount is completed, no additional recounts will be permitted in any one election.
  • The results of an uncontested election shall be determined at the Annual meeting by a single vote cast by the Recording Secretary in favor of the slate of candidates nominated by the Nominating Committee. The results of a contested election shall be announced at the Annual Meeting by the Recording Secretary.

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 annual election of Officers, Delegate and Directors, amendments to the Constitution and By-laws and changes to the Standard for the Breed, all of which shall be decided by written ballot cast by mail. Voting by proxy shall not be permitted. The Board of Directors may decide to submit other specific questions for decision of the members by written ballot cast by mail.

Article V
Regions

Section 1. Divisions: For the purpose of securing broad geographical representation to the Board of Directors there shall be three (3) Regions designated as the Eastern, Central and Western Regions. The Regions shall be based on the approximate distribution of the membership, on geographic boundaries and accessibility insofar as is practical and reasonable and shall be reviewed by the Board every five years for possible adjustment. Each Region shall be represented by two (2) Regional Directors both of whom shall be members of the Board of Directors and shall reside in the Region they represent at the time they are elected.

  • Eastern Region: The Eastern Region shall include the States of Connecticut, Delaware, Florida, Georgia, Maine, Maryland, Massachusetts, New Hampshire, New Jersey, New York, North Carolina, Pennsylvania, Rhode Island, South Carolina, Vermont, Virginia, West Virginia, and the District of Columbia.
  • Central Region: The Central Region shall include the States of Alabama, Arkansas, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Michigan, Minnesota, Mississippi, Missouri, Nebraska, North Dakota, Ohio, Oklahoma, South Dakota, Tennessee, Texas, and Wisconsin.
  • Western Region: The Western Region shall include the States of Alaska, Arizona, California, Colorado, Hawaii, Idaho, Montana, Nevada, New Mexico, Oregon, Utah, Washington and Wyoming.

Section 2. The incumbency of a Regional Director shall continue for the remainder of the term notwithstanding a relocation of the individual's residence to a different region.

Article VI
Committees

Section 1. The Board may each year appoint standing committees to advance the work of the Club on such matters as Specialty shows, field trials, performance events, membership and special projects which may well be served by committees. Such committees shall always be subject to the final authority of the Board.

Section 2. Any Committee appointment other than the Nominating Committee 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 service has been terminated.

Article VII
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 any of the privileges of this Club for a like period.

Section 2. Charges. Any member may prefer charges against a member for alleged misconduct prejudicial to the best interests of the Club or the Breed. Written charges with specifications must be filed in duplicate with the Recording 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 Recording Secretary shall send a copy of the charges within 7 days to each member of the Board. The Board first shall 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 the alleged conduct to be non-prejudicial, it may refuse to take further action and may dismiss the charges. If the Board determines that a hearing should be held, it shall fix a hearing date for a telephone conference call to be held by the Board or a committee of not less than three members of the Board, not less than 3 weeks nor more than 6 weeks thereafter. The Recording Secretary shall within 7 days send one copy of the charges to the defendant member by certified mail return receipt requested and another copy by regular mail together with a notice of the hearing (telephone conference call) and an assurance that the defendant may participate and arrange for witnesses if so desired. The defendant may be granted a postponement, but not later than the next Annual Meeting of the club.

Section 3. Board Hearing. The Board or committee shall have complete authority to decide whether counsel may attend the hearing. The Board shall establish a policy for handling disciplinary issues. Complainant and defendant shall be treated uniformly in that and all other regards. Should the charges be sustained, after hearing all the evidence and testimony, the Board may, by a majority vote of those present, reprimand or suspend the defendant from all Club privileges for not more than six months from the date of the hearing. If the Board deems that punishment insufficient, it may recommend to the membership that the penalty be expulsion. In such case, the suspension shall not restrict the defendant's right to appear before their fellow members at the ensuing annual meeting. Immediately after the Board has reached a decision, its findings shall be put in written form and filed with the Recording Secretary. The Recording Secretary shall notify each of the parties involved 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 this Article. The members present at the meeting at which expulsion is considered shall vote by secret written ballot. A 2/3 vote of those present and voting at the meeting shall be necessary for expulsion. If expulsion is not approved, the Board's suspension shall stand.

Article VIII
Amendments

Section 1. Amendments to the Constitution and By-laws and to the Standard for the Breed may be proposed by the Board of Directors or by written petition addressed to the Recording Secretary and signed by 20% 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 for a vote within three (3) months of the date the petition was received by the Recording Secretary.

Section 2. The Constitution and By-laws or the Standard for the Breed may be amended at any time provided a copy of the proposed amendment has been sent by the Corresponding Secretary to each member in good standing on the date of mailing, accompanied by a ballot on which he may indicate his choice for or against the action to be taken. The Board shall adopt policies that insure the integrity and secrecy of the voting process. A minimum of 30 days shall be allowed for the return of ballots. The favorable vote of 2/3 of full members in good standing who return valid ballots within the time limits shall be required to effect any such amendment.

Section 3. No Amendment to the Constitution and By-laws 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 American Kennel Club.

Article IX
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 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 shall be distributed to any members of the Club. After payments 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 X
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, Report of President, Report of Vice President, Report of Corresponding Secretary, Report of Recording Secretary, Report of Treasurer, Report of Committees, Announcement of Elect Secretary, and Report of Treasurer, Reports of Committees, 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: Readings of Minutes, Report of President, Report of Vice President, Report of Corresponding Secretary, Report of Recording Secretary, and Report of Treasurer, Reports of Committees, Election of New Members, Unfinished Business, New Business, Adjournment.

Article XI
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 By-laws or any special rules or orders the Club may adopt.

Article XII Effective Date for Revisions Approved by PBGVCA Membership in 2016.

Section 1. The 2016 revision of the Constitution and By-laws shall take effect 30 days after the revisions are approved by the Membership and the American Kennel Club; except that the provisions regarding officers and directors and their election shall take effect as of the 2016-2017 election cycle.

Adopted November, 1985. Amendments approved by the membership and the American Kennel Club April 1986, September 1988, May 1993, May 1996, December, 2002 and May 2016.