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THE ROTTWEILER CLUB OF CANADA INC. BY LAWS (Effective 2003) To
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1. Name 1.1 The name of the Club shall be The
Rottweiler Club of Canada 1.2 The area of operation shall
be all provinces of Canada 2. Objectives 2.1 The Objectives of this Club
shall be: a) To encourage and promote quality in
the breeding of pure-bred Rottweilers and to do all possible to bring their
natural qualities to perfection; b) To encourage the organization of
independent local Rottweiler Specialty Clubs in those localities where there
are sufficient fanciers of the breed to meet the requirements of The Canadian
Kennel Club; c) To urge members and breeders to
accept the standard of the breed as approved by The Canadian Kennel Club as
the premier standard of excellence; d) To do all in its power to protect
and advance the interest of the breed and to encourage sportsmanlike
competition at conformation shows, tracking tests, obedience trials and
sanctioned matches. e) To conducted sanctioned and
approved events under the rules of The Canadian Kennel Club and to abide by
the principles of The Canadian Kennel Club Code of Ethics; f) The Club shall be operated on a
non-profit basis. Any resulting surplus shall not be used to the
benefit of any member of the Club; g) 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. 3. Membership 3.1 Membership Year Membership in the Club shall be
based on the fiscal year which shall commence on the first (1st)
day of April and shall conclude on the thirty-first (31st) day of
March. 3.2 Eligibility Membership
shall be open to all persons eighteen years of age and older who are members
in good standing with The Canadian Kennel Club and who subscribe to the
purposes of this Club. 3.3 Types of Membership There
shall be four (4) types of Membership: a)
Individual - Open to
all Persons b)
Family - For an
Individual Member plus second and subsequent memberships within the same
family residing within the same household. c)
Puppy - To be
purchased by a Member Breeder for the first time Rottweiler owner(s) d)
Honorary - May be
granted by the Board of Directors to individuals or organizations in
recognition of their meritorious service to the breed. 3.4 Dues a)
Membership dues
shall be payable by the 1st day of each year during the month of
April b)
New Members applying
on or after October 1st shall be charged one half (½) of the
membership fee c)
During of prior to
the month of January, the Membership Chairperson shall send each member a
statement of dues for the ensuing year. d)
The Board of
Directors shall make an annual review of membership fees e)
Proposed changes
shall be presented to the membership in the form of a Standing Resolution to
be voted upon at the Annual General Meeting. 3.5 Application for Membership Each applicant for membership 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 by-laws and the rules of
the Canadian Kennel Club. Accompanying the application, the prospective
member shall submit dues payment for the current year or half year therof. 3.6 Approval of Membership a)
All applications are
to be filed with the Membership Chairperson and each application is to be
submitted to the Board of Directors for approval. b)
Approval shall be a
majority vote of the Board Members responding. c)
The name of each
applicant shall be published in “Rottweilers in Canada” before approval may
be finalized. 3.7 Rejection of Membership Any
applicant which has been rejected must be provided with a reason for such
rejection. 3.8 Rights of Members/Voting
Privileges a)
Individual - Shall
enjoy all the rights and privileges of the Club including the right to vote
and hold office, as provided for elsewhere in these by-laws. In the
case of a family membership, the second and subsequent members shall enjoy
the same rights; b)
Puppy - Shall enjoy
the right to attend meetings and participate in discussion, but not the right
to vote or hold office; c)
Honorary - Shall
enjoy the right to attend meetings and participate in discussion, but not the
right to vote or hold office. d)
All members shall
receive: A subscription to “Rottweilers in Canada”, A copy of the minutes of
the Board of Directors meeting, Annual General Meeting and any Special Club
Meeting held, A membership list, A copy of the Constitution and By-Laws of
the Club e)
In the case of a
family membership, only one (1) copy of the above shall be sent. 3.9 Termination of Membership Memberships
may be terminated as follows: a)
Resignation.
Any member in good standing may resign from the Club upon providing written
notice to the Membership Chairperson. b)
Lapsing. A
membership will be considered as lapsed and automatically terminated if such
member’s dues remain unpaid sixty (60) days after the first day of the fiscal
year. c)
Expulsion. A
membership may be terminated by expulsion as provided in Section 9 of these
by-laws. 4. General Meetings 4.1 The Annual General Meeting The
Annual General Meeting of the Club shall be held in the months of July or
August, preferably in conjunction with the National Specialty Show at such
time and place as specified by the Board of Directors at least sixty (60)
days prior to said meeting. The quorum for the annual meting shall be
as outlined in item 4.4 of the by-laws. 4.2 Special General Club Meetings a)
Special Club
Meetings may be called by the President, by a majority vote of the members of
the Board of Directors or by the Secretary upon receipt of a petition signed
by five (5) members of the club who are in good standing. b)
Special Club
Meetings shall be held at such time and place to be determined by a majority
vote of the Board of Directors. c)
The Secretary shall
send written notice of such meeting at least two (2) months prior to the date
of the meeting. d)
Such notice shall
state the purpose(s) of the meeting and no other Club business shall be
transacted thereat. 4.3 Board Meetings a)
Meetings of the
Board of Directors shall be held at regular intervals at such time and place
as are agreed to by a majority vote of the Board. The secretary shall
mail written notice of such meetings to each member of the Board at least 10
days prior to the date of the meeting; b)
The Board may direct
at the close of one meeting where they will next meet or upon notification
that three (3) of the Board members are in agreement as to the necessity for
a meeting, notice of such meeting shall be given to the Secretary at least
two (2) weeks prior; c)
The Board of
Directors may conduct its business by mail or electronic means. The
secretary shall conduct such meetings; d)
A minimum of one (1)
meeting in each half (½ ) of the membership year must be held. 4.4 Quorum The
quorum of all meetings of the Club shall be as follows: a) Providing that due and sufficient
Notice of Meeting has been given of a Special Club Meeting together with the
outline of the urgent business requiring such special meeting, or that the
Annual General Meeting is being held under normal and reasonable
circumstances, that number of members who are in attendance or have responded
at the time called for the opening of the meeting shall constitute a quorum. b)
The Board of
Directors Meeting quorum shall be three (3) Directors providing that at least
one (1) of those present is also a member of the Executive. 5. Officers/Board of Directors/Positions 5.1 Board of Directors The
Board of Directors shall be comprised of the Officers (President,
Vice-President, Secretary and Treasurer) who are residents of Canada plus a
minimum of four (4) Regional Directors representing a minimum of four (4) of
the six (6) regions across Canada and the Chairman of any standing committees
acting in an advisory capacity, all of whom must be in good standing with the
Club and The Canadian Kennel Club. General management of the Club’s
affairs shall be entrusted to the Board of Directors except as otherwise
provided, the Board shall enjoy full powers to carry on the work of the Club
without ratification of it’s decisions, but shall be subject always to the
censure for failure to act or for improper decisions taken and acted upon. 5.2 Officers The Officers of the club shall be the President,
Vice-President, Secretary and Treasurer. All must be residents of
Canada and members in good standing of The Canadian Kennel Club. The
Officers shall serve in their respective capacities both with regard to the
Club and it’s meetings and the Board of Directors and it’s meetings. a)
The President shall
preside at all meetings and shall have the duties and powers normally
appurtenant to the office of President in addition to those particularly
specified in these by-laws. b)
The Vice-President
shall have the powers and exercise the duties of the President in case of the
President’s death, absence, incapacity or unwillingness to act; and shall at
other times act out such of the Presidential duties as the President assigns
to him/her. Except as instructed by the President, or to deal with a
recognized emergency in the absence of the President, the Vice-President
shall not call any Special Club Meeting. c)
The Secretary shall
keep records of all meetings of the Club and Board, all votes taken in the
order of business and all matters of which a record shall be ordered by the
Club. He/She shall have charge of the correspondence, notify members of
meetings, notify new members of election to membership, notify Officers and
Directors of their election to office, keep a roll of members of the Club
with their addresses, and carry out such other duties as are prescribed in
these by-laws. d)
The Treasurer shall
collect and receive all money due or to become due belonging to the Club and
receipt therefore, report tot the Board at every meeting the condition of the
Club’s finances, see that necessary banking forms are completed as required
and that all signatures specified in the by-laws are obtained. At the
Annual General Meeting, he/she shall render an account of all monies received
and expended during the previous fiscal year. e)
These duties may be
amended from time to time on order of the Club through it’s Board of
Directors. Any such amendment is to be effective only as duly passed by
the Club and appearing in the Standing Resolution hererunder. 5.3 Executive The executive of the Club shall consist of the
above Officers together with the Immediate Past President. In the event
that a President shall continue in office for more than one (1) term, the
position of Past president shall fall vacant, except that the elected members
of the Executive may, by extraordinary resolution, as the previous President
to continue to sit with them in an advisory capacity. a)
The Executive shall
advise and assist the President in carrying out the policies of the Board of
Directors b) Whenever emergencies arise which
require handling before any meeting of the Club or Board can be called, the
Executives shall take the responsibility of carrying out the work of the Club
subject to later ratification of its actions and to the Club’s censure for
failure to act or for improper decisions taken and acted upon. 5.4 Regional Directors Additional Representatives shall be elected to
serve as Regional Directors. In general, the Regional Directors shall
act as liaison between the Executive and the Club members. Additional
responsibilities to be contained in the Standing Resolution hereunder.
Organization of the regions to be specified in the Standing Resolution
hereunder. a)
Members residing
within the Region to be served shall elect the Regional Director b)
The numbers and
regions of service for these Directors shall be specified in the Standing
Resolutions hereunder with the following provisions; the number of Regional
Directors shall not be less than five (5) nor more than ten (10). c)
Starting in 1985,
every five (5) years or more often if petitioned by 40% of the membership in
good standing in the areas to be affected, the Executive shall examine
the demographics of the membership to determine if alterations in the numbers
or locations of the directorships is warranted. d)
Any reallocation of
area served by a Director shall be based upon membership numbers, location,
general activity, an d/or the ability to service the membership in a more
satisfactory manner. e)
If, in the opinion
of the Executive, alterations are required, they shall draw up a plan to be
presented to the Board of Directors. f)
Providing that the
proposed changes have been published in “Rottweilers in Canada” at least
three (3) months in advance, and considering the advice of the Board and/or
any other interested parties, the Executive shall announce their decision and
procedure for implementation. 5.5 Vacancies Should a vacancy occur on the Board, the Board may
appoint a member of the Club to fill the vacancy. Such appointment is
to be endorsed by a majority of the then members of the Board present at the
first meeting of the Board following the creation of said vacancy. 5.6 Terms of Office The
elected Officers and Directors shall take office immediately upon the
conclusion of the Annual General Meeting at which they were elected and each
retiring Officer or Director shall turn over to his successor all the
property and records pertaining to that position within thirty (30) days. 6. Club Year a)
The Club’s
fiscal year shall commence on the first (1st) day of April
and shall conclude on the thirty-first (31st) day of March. b)
The fiscal year
shall be divided in halves commencing April first (1st) and
October first (1st). Length of terms will be dictated in
Section 9.1. 7. Finances a)
The Treasurer shall
present to the Annual General Meeting of the Club a balance sheet of the
year’s financial operation duly approved and audited by the Executive, and no
financial report not so audited and approved by the Executive shall be
accepted by the Club. b)
The funds of the
Club, except for amounts specified in the Standing Resolutions as authorized
to be placed in safe keeping of certain Officers or representatives as petty
cash interest fund, shall be placed in a Branch of any Canadian Chartered
Bank. c)
No Officer or
Director or Committee member or other active member of this Club shall
receive a remuneration for his/her services hereto. d)
The Club shall not
be conducted or operated for profit and no part of any profit or remainder or
residue from dues or donations or any other revenue shall accrue to the
benefit of any member of the Club or any other individual. e)
The signing
authorities of the Club shall be the Officers listed in section 5.2.
Any document requiring the endorsement of the Club shall be deemed to have
been duly signed when it bears the recognized signatures of any two (2) of
the said Officers, normally the President and the Treasurer. f)
The Treasurer’s
books shall remain open to inspection by the Board at all times. 8. Voting a)
Each Individual or
Family member in good standing shall be entitled to one (1) vote at any
Annual General Meeting or Special Meeting of the Club. b)
Where ballots are
required, a member who is unable to attend said meeting may deliver, or have
delivered a signed, sealed envelope containing an absentee ballot to the
Secretary on or before the date of the proposed meeting and his/her vote
shall be counted as if he/she were present. Any such absentee ballot
must set forth the question being voted upon. c)
Matters arising from
the floor at the Annual General Meeting shall not be subject to an absentee
vote. d)
No proxy vote will
be accepted. e)
In the event of a
postal disruption, the meeting shall be held as scheduled, but the Board
shall decide a reasonable extension to allow for delivery and return of mail
ballots and shall announce the results of the voting accordingly. f)
Each member of the
Board of Directors shall be entitled to one (1) vote at any meeting of the
Board. If a Board Member is unable to attend said meeting, he may
deliver or have delivered a signed, sealed envelope containing an absentee
ballot to the Secretary on or before the date of the proposed meeting and his
vote shall be counted as if he/she were present. 9. Elections 9.1 Ballots a)
The election of
Officers and Directors shall take place at the Annual General
Meeting. The Officers of the Club shall be elected by the members
of the Club; the Directors of the Club shall reside in the region which they
are representing and shall be elected by the members residing in that region. b)
The election of
Officers and Directors shall be conducted by secret ballot. c)
A majority vote of
those members present together with the absentee ballots which shall be
opened at the meeting by scrutineers appointed for such purpose, shall be
sufficient to elect a candidate to office being voted upon. d)
The person receiving
the largest number of votes from each position shall be declared
elected. If any nominee 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 Section 5.5. e)
Elections shall be
arranged that no more than two (2) of the four (4) Officers shall be elected
in any one year. In the first election, the President, Treasurer and
Regional Directors shall be elected for (1) year terms. The
Vice-President and Secretary shall be elected for two (2) year terms.
In all subsequent elections, all Officers and Directors shall be elected for
two (2) year terms. f)
All Officers and
Directors shall be limited to three (3) consecutive terms in any single
office unless the position cannot otherwise be filled. g)
No member may fill
more than one (1) elected position at any one time, nor may they run for more
than one (1) elective position in any one election. h)
The results of said
election shall be published in “Rottweilers in Canada” which will constitute
official notice to each member of the results of the annual election. 9.2 Nominations a)
No person may be a
candidate in a Club election who has not been nominated in accordance with
these by-laws. b)
The Board shall
nominate from among the eligible members of the Club, one candidate for each
office and for each other position on the Board of Directors and shall
procure the acceptance of each nominee so chosen. Candidates shall not
be nominated for more than one office or position. The Board will
submit its slate of candidates to the Secretary who shall mail the list,
including the full name of each candidate and the name of the province or
region in which he/she resides, along with a notice to each member advising
of the opening of nominations for the Club Officers and Directors to each
member of the Club by January 31st of each year. c)
Additional
nomination of eligible members may be made by written petition address to the
Secretary and received his/her regular address on or before March 31st.
Each member shall be entitled to nominate one (1) candidate for each office
and any such nomination must be accompanied by the written acceptance of each
such additional nominee signing his/her willingness to be a candidate.
No member may be nominated unless he has been the owner of a Rottweiler in
his/her own name or immediate family for one (1) year prior to
nomination. d)
If no valid
additional nominations are received by the Secretary on or before the Annual
General Meeting, the Board’s slate shall be declared elected and no balloting
will be required. e)
If one or more valid
additional nominations are received by the Secretary on or before March 31st
, an election will be held in accordance with Section 1 of this
Article. f)
Nominations cannot
be made at the Annual General Meeting or in any manner other than as provided
above. 9.3 Removal from Office a)
A member of the
Board of Directors may resign from Office by written notice submitted to the
Secretary. b)
Any Officer or
Director who fails to attend or report to two-thirds (2/3) of the meetings of
the Club or a governing body to which he/she is called, or who for any reason
proves unsatisfactory in his/her position, may be warned that his/her
attendance and/or conduct is unsatisfactory and if he/she persists in this
conduct without satisfactory explanation, he/she shall be removed from office
by the remaining members of the Board and the vacancy filled as provided for
in Section 5.5. 10. Committees 10.1 Standing Committees The
Board may each year appoint standing committees to advance the work of the
Club in such matters as Conformation (Field trials, 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. Ad hoc committees may from time to time be
appointed by the Board to aid the Board with specific projects. 10.2 Committee Appointments a)
The Board has full
authority to appoint a Committee Chairman for each Committee. The
Chairman of said Committees shall select the remaining members of the
Committee with the concurrence of the Board. b)
Any committee
appointment may be terminated by a majority vote of the Board upon written
notice being sent to the appointee, and the Board may appoint a successor to
the person whose services have been terminated. 11. Discipline 11.1 Canadian Kennel Club
Suspension Any member who is suspended, debarred,
expelled or deprived of privileges from The Canadian Kennel Club
automatically shall be suspended from the privileges of this Club for a like
period. 11.2 Complaints a)
Any member may lay a
complaint against a member for alleged misconduct prejudicial to the best
interests of the Club or the breed. Written complaints containing
details of the alleged misconduct must be filed in duplicate with the
Secretary together with a deposit of $25.00 which shall be forfeited if the
defendant is found guilty at a hearing of the Board or of a committee duly
appointed for this purpose. b)
The Secretary shall
promptly send to the accused member, by registered mail, one copy of the
charges together with a notice of the hearing and an assurance that the
defendant may either appear in his/her own defense, bring witnesses and
present evidence, or may send an equivalent presentation. c)
The Secretary shall
forward the Board or appointed committee a copy of the complaint, which will
also be forwarded to the Defendant and the complainant. The Board shall set
the date and location for a hearing, not less than three (3) weeks nor more
than six (6) weeks from the date on which the Secretary received the charges.
If the hearing is held by the Board, a minimum of (5) Directors or 50% of the
Board, whichever is the highest n umber, must be present. In the event
that a committee, at least a majority of the appointed committee shall be
present. d)
Should the charged
individual be a member of the Board of Directors, he/she shall step down from
office until such time as the charges are resolved and other members of the
Board shall assume responsibility for performing the essential duties of said
office. Should a complaint be laid against the Secretary, then the
President shall act in accordance with these by-laws. 11.3 Hearing a)
The Board or
appointed Committee shall ensure that both the complainant and the defendant
are treated fairly and in accordance with the rules of natural justice.
The Board shall have complete authority to decide whether counsel may attend
the Hearing, but both complainant and defendant shall be treated uniformly in
this regard. b)
After hearing all
the evidence and testimony presented, a majority of the Board or Committee
shall find by majority vote i.
the charges not
sustained ii.
the charges
sustained, in which case the defendant may be suspended from all privileges
of the Club for up to, but not more than six (6) months, or iii.
if the said Board or
Committee deem that suspension is insufficient punishment, they may in
addition recommend expulsion to the membership. c)
Immediately after
the Board or Committee has reached a decision, its findings shall be put in
written form and filed with the Secretary. The Secretary shall notify
each of the parties of the Board’s decision and penalty, if any within 30
days of the decision. The Secretary shall also certify a copy of such
finding s to The Canadian Kennel Club for such action as they deem fit.
11.4 Expulsion a)
Expulsion of a
member from the Club shall be accomplished at an Annual General Meeting of
the Club or any Special Club Meeting called for that purpose, provided that
notice of such intent shall have been given in the announcement of said
meeting and mailed to each member at least two (2) months prior to the date
of the meeting, upon recommendation of the Board or Committee being provided
as stated in section 3 of this Article. The President shall read the
complaint and report the findings and recommendations of the Board or
appointed Committee, and shall invite the Defendant, if present, to speak on
his own behalf. In such cases, prior suspension shall not restrict the
defendant’s right to appear before his fellow Club members at said meeting.
The Defendant may speak, or have a statement read, on his/her own behalf,
but no evidence may be given. The meeting shall then vote by secret
written ballot on the proposed expulsion. A two-thirds (2/3) majority
vote of those present and/or voting shall be necessary for expulsion. b)
At the discretion of
the Board, expulsion may also take place by mail-in vote consisting of a
two-thirds (2/3) majority of all eligible voting members in favour of
expulsion. Proxy voting is not permitted. c)
If expulsion is not
ordered, any suspension ordered by the Board or Committee will stand. 12. Amendments 12.1 Proposal to Amendments a)
Amendments to the
constitution, the by-laws and breed standard may be proposed by the Board of
Directors or by written petition addressed to the Secretary signed by twenty
(20) percent of the membership in good standing. b)
Amendments proposed
by such petition shall be considered by the Board of Directors at the next
regular meeting and must subsequently be presented to the Board within ninety
(90) days of the date when the proposed amendment was received by the
Secretary. 12.2 Amendment by vote The
constitution, by-laws and breed standard may be amended at any time provided
a copy of the proposed amendment has been mailed by the Secretary to each
member in good standing on the date of mailing, accompanied by a ballot on
which he/she may indicate his/her choice for or against the action to be
taken. Dual-Envelope procedures shall be followed in handling such
ballots, to assure secrecy of the vote. Notice with such ballot shall
specify a date not less than 30 days after the date of mailing by which date
the ballots must be returned to the Secretary to be counted. -
In the case of breed
standards, a two-thirds (2/3) majority vote of those eligible voting members
who have voted is required to affect an amendment. -
For constitutions
and by-laws, a two-thirds (2/3) majority vote of all eligible voting members
is required. -
No proxy vote will
be accepted.
12.3 Canadian Kennel Club
Approval No
amendment to the constitution, by-laws or breed standard shall become
effective until it has been approved by The Canadian Kennel Club. 13. Dissolution The
Club may be dissolved at any time by providing to the CKC written
documentation signed by at least 2/3 of the members of the Club who are in
favour of this decision. Proxies are not permitted. In the event
of the dissolution of the Club, other than for the 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 divided equally between
the then existing Canadian Schools of Veterinary Medicine - Canine Research
Funds. 14. Order of Business 14.1 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 -
Reports of
Committees -
Election of Officers
and Board (at Annual General Meeting) -
Election of New
Members -
Unfinished Business -
New Business -
Adjournment 14.2 At meetings of the Board, the
order of business, unless otherwise directed by majority vote of those
present, shall be as follows: - Reading of minutes of last
meeting - Report of Secretary - Report of Treasurer - Reports of Committees - Unfinished Business - Election of New Members - New Business - Adjournment 15. Insignia and Certification a)
It shall be in order
of the Club to design or have designed, and printed or manufactured a
membership certificate/card and/or different degrees or grades of
certificates as well as bars, pins, brooches, rings or other insignia bearing
the official Club Crest. b)
The Crest of the
Club shall be as follows: - The Dog shall be Black - The Maple Leaf Red - The Background White - The Border Black or Gold - The Lettering Black or Gold 16. Procedure 16.1 Authority All
meetings of the Club and its governing bodies and all other matters its and
procedure not otherwise herein specified shall be governed by a recognized
procedural policy to be listed in the Standing Resolutions hereunder. 16.2 Standing Resolutions a)
All resolutions
affecting the permanent policy, functioning and activities of The Rottweiler
Club of Canada and which are not part of the by-laws shall be included in the
Standing Resolutions. b)
The Secretary shall
keep a record, and from time to time, provide copies hereof to members
requesting the, of the Standing Resolutions 16.3 Inspection of Records The minutes, books of account,
registers of members and other records of the Club shall be kept in such
places and under such custody as shall be conveniently prescribed from time
to time by Standing Resolution and shall be open to any member in good
standing by appointment. 16.4 Readings Any question affecting a basic
policy of the Club or having to do with expenditures other than for routine
expenses shall be debated at two (2) or more regularly constituted meetings
of the Board of Directors. |
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