PCUSA Constitution & Bylaws
PURPOSE
The purpose of the Podengo Club of the United States of America is to encourage and promote quality in the breeding of purebred Portuguese Podengos in accordance with the FCI standard and to support the development of local Portuguese Podengo Specialty clubs in America in those areas where there are sufficient fanciers of the breed.
CONSTITUTION
ARTICLE I: NAME AND OBJECTIVES
SECTION 1: Name. The name of the club shall be The Podengo Club of the USA Inc., also known as PCUSA.
SECTION 2: Purpose. The purpose of the Podengo Club of the USA is to encourage and promote quality in the breeding of purebred Portuguese Podengos in accordance with the FCI standard and to support the development of local Portuguese Podengo Specialty clubs in those areas where there are sufficient fanciers of the breed. Objectives of the PCUSA are:
a) To encourage and promote quality in the breeding of purebred Portuguese Podengos and to do all possible to bring their natural qualities to perfection.
b) To encourage the organization of independent local Specialty Clubs in those areas where there are sufficient fanciers of the breed.
c) To accept the Standard of the Breed as approved by the Federation Cynologique International (FCI) as the only standard of excellence by which the Portuguese Podengo shall be judged.
d) To do all in its power to protect and advance the interests of the breed and to encourage sportsman-like competition at dog shows, obedience trials, and other competitive events.
e) To conduct matches, specialty shows and obedience trials of the Portuguese Podengo.
f) To establish a website and publish information and educational materials about the Portuguese Podengo.
SECTION 3: The Club shall not be conducted or operated for profit and no part of any profits or remainder or residue from dues or donations to the Club 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 bylaws as may be required to carry out these objectives.
BYLAWS
ARTICLE I: MEMBERSHIP
SECTION 1. Eligibility
There shall be two types of membership: Regular, open to all persons eighteen years of age or older, and Junior, open to all persons under eighteen who subscribe to the purposes of this Club. Regular members shall have one vote. However, the Board of Directors, hereafter known as the Board, may at their discretion and by a majority vote, bestow Honorary Membership upon any person in recognition of his service to the breed or to the Club. Such an Honorary Member shall be exempt from the payment of an initiation fee and dues. He/she shall not vote or hold office. An Honorary Member may apply for regular membership as provided by Section 3 of this Article.
SECTION 1a. Charter membership.
Members who joined the PCUSA on or before July 1, 2004 shall be entitled to the designation "Charter Member."
SECTION 2. Dues
Regular Member dues shall be thirty dollars ($30.00) per person per year, and five dollars ($5.00) per person per year for Junior Members. Dues shall be payable on the first day of January of each year. No member may vote whose dues are not paid for the current year. Each November, the Treasurer shall send a statement to every member of dues for the ensuing year.
SECTION 3. Election to Membership
Each applicant for membership shall apply on a form approved by the Board of Directors, which shall provide that the applicant agrees to abide by this Constitution and By-Laws and by the rules of the PCUSA. The application shall state the name, address and occupation of the applicant, and it shall carry the endorsement of two Regular members in good standing of the Club who are not members of the same household. Applications for membership shall be accompanied by dues payment for the current year.
The Secretary shall send the names of applicants to the membership quarterly. The membership then has twenty (20) days to comment. Any comments received are at that time sent to the Board, who will consider the applications at its next meeting. An affirmative vote of two-thirds (2/3) of the Board shall be required to elect an applicant. Applicants may be elected at any meeting of the Board or by written vote of the Board by mail/email. Upon election, members shall be notified by the Secretary and shall receive a copy of the Breed Standard and the PCUSA Constitution and Bylaws.
An application that has received a negative vote by the Board of Directors may be presented by one of the applicant's endorsers at the next meeting of the Club and the Club may elect such applicant by a favorable vote of ninety (90) percent of the members present.
SECTION 4. Termination of Membership
Memberships may be terminated:
a) By resignation. Any member in good standing may resign from the PCUSA upon written notice to the Secretary, but no member may resign when in debt to the Club. Dues obligations are considered a debt to the Club and they become incurred at the first day of each fiscal year.
b) By lapsing. A membership shall be considered lapsed and automatically terminated if such member's dues remain unpaid after the first day of the fiscal year, however, the Board may grant an additional thirty (30) days of grace in meritorious cases. In no case may a person be entitled to vote whose dues are unpaid.
c) By expulsion. A membership may be terminated by expulsion as provided in Article VI of these Bylaws. The Code of Ethics attached to these Bylaws provides ethical guidelines for members of the PCUSA.
A member in good standing is one whose dues are paid for the current year and who is not under suspension by The Podengo Club of the USA, Inc.
ARTICLE II: MEETINGS
SECTION 1. Annual Meeting
In election years (i.e., odd-numbered years), the Annual Meeting of the Club shall be held in the second quarter of the calendar year, between April 1 and June 30 at a place, date, and hour designated by the Board. In even-numbered years, the Annual Meeting may be held at any point in the year at a place, date, and hour designated by the Board. In either case, the Annual meeting shall be held in conjunction with the National Portuguese Podengo Medio Specialty, if one is held. Written notice shall be mailed or emailed by the Secretary to each member at least thirty (30) days prior to the date of the meeting. The quorum for the Annual Meeting shall be ten (10) percent of the members in good standing eligible to vote.
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 who are present at a meeting of the Board or who vote by mail or by email, and shall be called by the Secretary upon receipt of a petition signed by ten (10) percent of the members of the Club who are in good standing. Such meetings shall be held at a place, date, and hour as designated by the Board. Written notice of such meeting shall be emailed or mailed by the Secretary at least fourteen (14) days and not more than thirty (30) days prior to the meeting. The notice of the meeting shall state the purpose of the meeting and no other Club business may be transacted. The quorum of such a meeting shall be twenty (20) percent of the members in good standing.
SECTION 3. Board Meetings
The first meeting of the Board shall be held immediately following the election. Other meetings of the Board shall be held at such times and places as designated by the President or a majority vote of the entire Board. Written notice of such other meetings shall be mailed/emailed by the Secretary to each member of the Board at least fourteen (14) days prior to the date of the meeting. A quorum for a board meeting shall be a majority of the Board voting in person or by mail or by email.
SECTION 4. Conduct of Business
The Board may conduct its business at meetings (where attendees see and/or hear each other, such as in person, or by video or teleconferencing), or by the Internet in a secure chat room. In order to verify the identity of the individuals participating in the conducting of business via the Internet, a password should be chosen by the Secretary and circulated to those eligible Board members for use in identifying each other prior to attending Board e-business. In order to verify the identity of the individuals participating in the conducting of business via e-mail, upon receipt of every e-mail pertaining to Board business, each Board member will reply with the agreed-upon password.
SECTION 5. Voting
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 s/he is present. Proxy voting will not be permitted at any club meeting or election.
ARTICLE III: DIRECTORS AND OFFICERS
SECTION 1. Board of Directors
The Board shall be composed of the President, Vice President, Secretary, Treasurer and three other persons, all of who shall be members in good standing who are residents of the United States. They shall be elected for two-year terms at the Club's Annual Election 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, 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. The President has the authority to sign the Club checks up to a maximum of $250 without prior Board approval.
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, in addition to those specified in these Bylaws, or as directed by the President.
c) The Secretary shall keep a record of all meetings of the Club and of the board and of all votes taken by mail/email, and of all matters of which shall be ordered by the Club. The 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, keep a role of the members of the Club with their addresses, and carry out such other duties as are prescribed in these Bylaws.
d) The Treasurer shall collect and receive all monies due or belonging to the Club. He/she shall deposit the same in a bank in the name of the Club. His/her books shall, at all times, be open to inspection by the Board and he/she shall report quarterly the condition of the Club finances. He/she may pay normal Club operating expenses up to two hundred fifty ($250.00) without Board approval. At the Annual Meeting, he/she shall render an account of all monies received and expended during the previous fiscal year. The Treasurer is required to provide the Club with an audit done by a Board approved non-member at the close of each fiscal year. He/she shall be bonded in such amount as the board shall determine.
SECTION 3. Vacancies
Any vacancies occurring among the officers during the year shall be filled until the next annual Election by a majority vote of all the then members of the Board; except that a vacancy in the office of the 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. Any vacancies occurring among the Board shall be filled by the alternate person to the Board. The alternate would be the person with the next highest amount of votes for the Board, as taken from the ballot results.
ARTICLE IV: THE CLUB YEAR, NOMINATIONS, AND ELECTIONS
SECTION 1. Club Year
The Club's fiscal year shall begin on the first day of January and end on the last day of December.
SECTION 2. Voting
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 bi-annual election of Officers and Directors and amendments to the Constitution and Bylaws, 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.
SECTION 3. Elections
Elections will take place every two years, in odd years only.
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.
SECTION 4. Nominations
No person may be a candidate in a Club election who has not been nominated in accordance with these Bylaws. By January 1, the Board shall select a Nominating Committee consisting of three members and two alternates, not more than one of who may be a member of the Board. The 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 on or before February 1.
(a) On or before February 15, the Nominating Committee shall nominate one candidate for each office and position on the Board and, after securing the consent of each person so nominated, shall immediately report their nominations to the Secretary in writing. The Nominating Committee shall also obtain a resume of not more than 250 words on each nominee so chosen. The Secretary shall, in turn, immediately advise the membership of the names of all those so nominated, along with their addresses.
(b) Additional nominations of eligible members may be made by written petition addressed to the Secretary and postmarked to his or her regular address. The Secretary must receive petitions not later than March 1. The petitions must be signed by five members in good standing and accompanied by both the written acceptance of each additional nominee signifying his or her willingness to be a candidate and a resume of not more than 250 words of each additional nominee. No person shall be a candidate for more than one position, and the additional nominations, which are provided for herein, may be made only from among those members who have not accepted a nomination of the Nominating Committee.
(c) If no valid additional nominations are received in accordance with Section 5 (b) above, the Nominating Committee's slate shall be declared elected on April 1 and no balloting will be required. The elected nominees' resumes shall be published in the next issue of the Club's newsletter
(d) If one or more valid additional nominations are received by the Secretary on or before March 1, the Secretary shall, on or before March 10, mail to each member in good standing a ballot listing all of the nominees for each position in alphabetical order, including their states of residence and with the nominees' resumes attached. This ballot and attachments shall be mailed together with a blank envelope and a return envelope addressed to the Inspectors of Election, An outside entity, which the Board shall engage an outside entity to count the ballots. The ballot shall be marked 'Ballot' and bearing as a return address the name(s) of the member(s) to whom it was sent. So that the ballots may remain secret, each voter, after marking the ballot, shall seal it in the blank envelope, which shall then be placed in the second envelope addressed to the Inspectors of Election. Ballots must be returned by March 25. The Inspectors of Election shall check the return against the list provided by the Secretary of 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. The inspector shall notify the Secretary of all election results before April 1. The Secretary shall immediately notify the membership of all election results in the following issue of the PCUSA Newsletter or by email.
(e) Nominations cannot be made at the annual meeting or in any manner other than as provided above.
(f) Officers and Directors shall take office immediately upon the conclusion of the election and each retiring officer shall turn over to the successor in office all properties and records relating to that office within 30 days after the election.
ARTICLE V: COMMITTEES AND APPOINTMENTS
SECTION 1
The Board may, each year, appoint standing committees and individuals to advance the work of the club in such matters as: PCUSA Registry, Dog Shows, Membership, Website, Rescue, Health and Research, Historian, Judges' Education, Newsletter, Fundraising, Breeder Referral, 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 service has been terminated.
SECTION 3.
Each committee chair shall maintain all records pertaining to the function of the committee, and shall relinquish such records to any successor or to the President within 30 days of the termination of his or her appointment.
SECTION 4. Specialty Show Committee
a) The membership shall nominate and choose the Conformation judge(s) for all Specialty shows and Sweepstakes events.
The nominees' names shall be submitted to the membership for a vote, with those receiving the most votes invited to judge at the Specialty.
b) Application for a Specialty show must be filed with the Secretary on a Board approved application form at least one month before the Annual Meeting in the year preceding the date of the proposed show.
c) The list of Specialty applications (show, location, date, and chairman) will be printed in the newsletter and voted on by the membership at the Annual Meeting or by written ballot to the Secretary before the Annual Meeting.
ARTICLE VI: DISCIPLINE
SECTION 1. Charges
Any member may prefer charges against a member for alleged misconduct prejudicial to the best interest of the Club or Breed. Written charges with specifications must be filed in duplicate with the Secretary, together with a deposit of ten dollars ($10.00), which shall be forfeited if such charges are not sustained by the Board following a hearing. The Secretary shall promptly send a copy of the charges to each member of the Board, or present them at a Board Meeting, and the Board shall first consider whether the action alleged in the charges, if proven, might constitute conduct prejudicial to the best interest of the Club or Breed. If the Board considers that the charges do not allege conduct that would be prejudicial to the best interest of the Club or the Breed, it may refuse to entertain jurisdiction. If the Board entertains jurisdiction of the charges, it shall fix a date of a hearing by the Board or a committee of not less than three members of the Board, not less than three weeks nor more than six weeks thereafter. The Secretary shall promptly send one copy of the charges to the accused member by registered mail, together with a notice of the hearing and an assurance that the defendant may personally appear in his/her own defense and bring witnesses if he/she wishes.
SECTION 2. Board Hearing
The Board shall have complete authority to decide whether counsel may attend the hearing, but both complainant and defendant shall be treated uniformly in that regard. Should the charges be sustained after hearing all the evidence and testimony presented by complainant and defendant, the Board, by a majority of those present, shall determine a penalty, which may include a warning or suspension. In the case of suspension, the Board may suspend the defendant from all privileges of the Club for not more than six (6) months from the date of the hearing, or until the next Annual Meeting, if that will occur after six (6) months. If it deems that punishment insufficient, it may also recommend to the membership that the penalty be expulsion. On such case, the suspension shall not restrict the defendant's right to appear before his fellow members at the ensuing Annual Meeting, which considers the recommendation of the Board. Immediately after the Board has reached a decision, its findings shall be put in written form and filed with the Secretary. The Secretary, in turn, shall notify each of the parties of the decision and penalty, if any.
SECTION 3. Expulsion
Expulsion from the Club may be accomplished only at the Annual meeting following a hearing and upon the recommendation of the Board as provided in Section 2 of this Article. The defendant 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, the findings, and the recommendations, and shall invite the defendant, if present, to speak in his/her own behalf. The meeting shall then vote by secret ballot on the proposed expulsion. A two-thirds (2/3) vote of those present and voting at the Annual Meeting shall be necessary for expulsion. If expulsion is not so voted, the suspension shall stand.
ARTICLE VII - EXPENDITURES
SECTION 1. Budget
The Board shall adopt in November, and may amend from time to time, a budget to cover anticipated expenditures for the year. Approval of the budget shall constitute authority for the Treasurer to pay the bills covered thereby. Subject to instructions from the Board, the Treasurer shall assign each expenditure to its proper category within the budget.
SECTION 2. Extraordinary Expenditures
If, in the opinion of the Treasurer, any item in any bill to the Club is in excess of or is not covered by the budget, the question shall be immediately submitted to the Board for its decision.
ARTICLE VIII: AMENDMENTS
SECTION 1. Process
Amendments to the Constitution and Bylaws may be proposed by the Board or by written petition to the Secretary signed by twenty (20) percent of the membership in good standing. Amendments proposed by such petition shall be promptly considered by the Board and must be submitted to the membership with recommendations of the Board by the Secretary for a vote within three (3) months of the date when the Secretary received the petition.
SECTION 2. Timetable & Voting
The Constitution and Bylaws may be amended at any time, provided a copy of the proposed amendment has been mailed/emailed by the Secretary to each member in good standing on the date of the mailing, accompanied by a ballot on which he/she may indicate his/her choice for or against the action to be taken. The notice shall specify a date not less than thirty (30) days after the date of mailing by which date the ballots must be returned to the Secretary to be counted. The favorable vote of two-thirds (2/3) of the members in good standing who return valid ballots within the time limit shall be required to effect any such amendment.
ARTICLE VIII: DISSOLUTION
SECTION 1.
The Club may be dissolved at any time by the written consent of not less than two-thirds (2/3) of the members. In the event of the dissolution of the Club other than for purposes of reorganization, whether voluntary or involuntary or by operation of law, none of the property of the club nor any proceeds thereof nor any assets of the Club shall be distributed to any members of the Club, but after payment of the debts of the Club, its property and assets shall be given to a charitable organization for the benefit of dogs selected by the Board.
ARTICLE IX: ORDER OF BUSINESS
SECTION 1.
At meetings of the Club, the order of business, so far as the character and nature of the meetings shall permit, shall be as follows:
Roll Call*
Minutes of the Last Meeting*
Report of the President*
Report of the Secretary*
Report of the Treasurer*
Report of Committees*
Unfinished Business
Election of New Members
New Business
Adjournment
* These reports must be in writing and read at the meeting and become the property of the Club's records.
SECTION 2.
At meetings of the Board, the order of business, unless otherwise directed by a majority vote of those present, shall be as follows:
Minutes of the Last Meeting
Report of the Secretary
Report of the Treasurer
Report of the Committees
Unfinished Business
Election of New Members
New Business
Adjournment
ARTICLE X: LOCAL CLUBS
SECTION 1. Formation of Local Clubs
Formation of local clubs shall be encouraged by the Parent Club, and each local club will be accepted upon approval by the Parent Club Board of the applicant local club's Constitution and Bylaws and a membership consisting of at least 25 PCUSA members in good standing. Each January, local clubs will be required to submit to the Parent Club a current membership list and yearly dues of $30.00 ($30). All Constitution and Bylaws changes must be submitted to the Parent Club for approval.
SECTION 2.
Affiliate clubs of PCUSA wishing to hold a Specialty Show must make application as per Article V, Section 4.
ARTICLE XI: RULES OF ORDER
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.
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