Olde English Bulldogge Kennel Club Bylaws ARTICLE I:     NAME and OBJECT Section 1. The name of the corporation is Olde English Bulldogge Kennel Club. Herein        abbreviated as OEBKC. Section 2. The objects of the Club shall be: to encourage and promote quality in the breeding of the pure-bred Olde English Bulldogge, to do all possible to enhance their natural qualities to perfection developed from the OEB’s original foundation stock; To urge members and breeders to accept the standard of the breed as published by UKC and to accept this as the only standard of excellence for which the Olde English Bulldogge shall be judged; To do all in it’s power to protect and advance the interests of the breed and encourage sportsmanlike conduct at dog shows, obedience trials, tracking tests, working / performance events, other club sponsored activities and functions and UKC activities; To conduct sanctioned matches, specialty shows, obedience trails and any other event for which the club is eligible under the rules and regulations of the UKC and conduct the sports under the rules of the governing organizational registry; To promote events and activities which reflect the breed’s history and heritage; To do all possible to improve and/or sustain the health of the breed; To provide education appropriate to the needs of owners, breeders, judges, potential owners and all others with an interest of the breed; To advocate honesty and integrity in all matters concerning the Olde English Bulldogge; ARTICLE II: BUSINESS ORGANIZATION Section  1. The Club shall be organized, operated and registered as a Not for Profit corporation. Section 2. The Club shall not be conducted or operated for profit and no part of any revenue, profits, remainder, or residue from the dues or donations to the Club shall inure the benefit of any member, trustees, Officers or individuals except that the OEBKC Board of Directors and Officers shall be authorized and empowered to pay any reasonable reimbursement for services rendered and to make payments and distributions in furtherance of the purpose set forth hereof. Section 3. The Club shall not endorse any privately produced activity, product or publication. Section 4. No substantial part of the activities of the OEBKC shall be the carrying on propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of, or in the opposition to, any candidate for public office. Section 5. 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. ARTICLE III: DIRECTORS and OFFICERS Section 1. Board of Directors: · The Board of Directors shall be comprised of the President, Vice President, Treasurer, Secretary Chair and Board Member at Large.  All of who will be members in good standing and are residents of the United States and / or Canada and / or International Countries as seen fit by the OEBKC. · Each Board of Directors office shall be elected to serve two year terms · General management of OEBKC affairs will be entrusted to the Board of Directors.        Section 2.   Officers · OEBKC Officers will consist of the President, Vice President, Treasurer, Secretary and Board Member at Large.  They will serve in respective capacities both with regard to the OEBKC and its meetings, the Board of Directors and its meetings. · The President will reside over all meetings and shall have the duties and power normally accorded to the President.  The President shall preside over all meetings of the Board and of members and of committees.  The President shall have general and active management of the business of the Club and shall see that the orders and resolutions of the Board are carried into effect. · Represent and speak for the OEBKC at large · Supervise all activities of the OEBKC and must uphold and enforce principles of order, fairness, impartiality and protection of the rights of all members. · The Vice President will assume the duties and exercise the powers of the President in the event of the President’s death, absence or incapacity.  · The Vice President shall have the additional responsibility of appointing both standing and special committees. (d) The Treasurer will collect and receive all monies due or belonging to the OEBKC.  Monies to be deposited into a bank account with two signatures on the account.  Two signatures on the account will consist of the Treasurer and Vice President or Corresponding Chair.  The books shall be open for inspection by the Board upon request and a detailed annual report shall be posted in the newsletter with a brief synopsis of the OEBKC’s financial state and every item of receipt not yet reported. (e) The Secretary Chair shall keep a member’s roll with address, phone numbers and email addresses.  a. Shall also record show points on all OEBKC dogs shown during the previous year. (f) The Board member at Large shall vote on OEBKC business to break a tie.  The individual may volunteer for tasks and projects benefitting the OEBKC. Section 3. Vacancies (a) In the event of a premature or unexpected vacancy of an Officers seat, the vacant seat will be filled by a majority vote by the Board of Directors.  The vote will consist of each Board Members nomination of any club member that is in good standing with the Club and is interested in holding the position. a. The exception to this vacancy rule is the President seat which will automatically and immediately be filled by the Vice President or an interim Vice President if the remaining Board of Directors votes to unanimously in favor. (b) Any and all retiring, resigning or dismissed members of the Club, must deliver all OEBKC documents and materials to the successor or the President within 10 days of retirement, resignation or dismissal in order to continue function of the Club business without lapse.  The OEBKC will pay postage for the return of all Club related documents and materials.  Should any individual resign prior to serving full term in a Chair position, nomination will be refused and the individual will not be elligible to run for any board position in the next upcoming election.  Section 4. Other non-officer positions · The Board of Directors may create and fill by appointment, other non-officer positions as necessary to further the work of the Club.  These positions may include but are not limited to duties set forth determined by the Board. ARTICLE IV: MEMBERSHIP Section 1. Eligibility (a) Membership is open to all people over the age of 18, who subscribe to the purpose of the Club and Code of Ethics and own an OEB that is registered with the UKC or is applying and eligible for registration.  Each applicant will apply on the form approved by the Board of Directors available on the OEBKC website. (b) Each applicant will have a 6 month probation period during which time they will not have voting rights. (c) All members will conduct themselves in a proper respectable manner at dog events and will follow the rules of the event.  They will see that their dog behaves properly while on the event grounds.  They will not get into arguments with the judges / testers at the event.  All Officers and members must remember while on the phone, internet, in person, and at a dog event, they are representing the BREED and the OEBKC. Section 2. Dues · Individual Membership- open to all individuals over the age of 18, residing in US, Canada and international countries and are in good standing with the OEBKC.  All members, except Associate and Honorary members have voting rights within the Club.  All members may be contacted via electronic means or by mail to provide the Club newsletter. Cost of Individual membership is $25.00 due on the annual year of the OEBKC set forth by the Club. · Family Membership-open to families of two or more members, all of whom are over the age of 18, residing in the US, Canada and international countries and are in good standing with the OEBKC.  All members have voting rights within the Club. All members may be contacted via electronic means or by mail to provide the Club newsletter.  Cost of Family Membership is $40.00 due on the annual year set forth by the club. · Breeder Membership -Available to OEBKC approved and endorsed breeders who have signed in agreement to the OEBKC Code of Ethics residing in the US, Canada or other international countries.  Breeder memberships have voting rights within the Club.  All breeder members may be contacted via electronic means or by mail to provide the Club newsletter.  Cost of Breeder Membership is $50.00 due on the annual year set forth by the Club. · Associate Membership-available to anyone over 18 years of age residing in the US, Canada or Internationally and is in good standing with the OEBKC.  Assocaite members are not entitled to vote or hold office but are entitled to all forum privaleges.  Associate membership is $10.00 due on the annual year set forth by the Club. · Junior Membership-available to anyone under 17 years of age residing in the US, Canada or Internationally and is in good standing with the OEBKC. Associate members are not entitled to vote or hold office but are entitled to all forum privileges. · Dues will be due by the 31 st  day of December of each calendar year.  No member will vote if their dues are not current. · Membership dues include voting rights, access to message boards, discounts on shows and discounts on merchandise as well as other perks deemed by the Board. Section 3. Election to Membership (a) Honorary Membership-Available to persons 18 years of age and older who are residents of the US, Canada and international countries.  This membership is for outstanding contributions to the Olde English Bulldogge or the canine world in general and is elected by the majority vote of the Club membership.  Honorary members do not pay dues and are entitled to all forum privileges but are not eligible to vote.  However, such members can obtain voting privileges if they pay dues to maintain a paid regular membership. Section 4.   Termination of Membership (a) Any membership that has fees of any type, membership dues or registration fees that are overdue must be paid within 30 days of membership expiration.  Said member’s voting rights will be suspended until overdue monies are paid in full.  If dues/fees are not paid within 30 days after suspension, said membership will be terminated. (b) Any member in good standing may resign from the OEBKC upon written notification to the Corresponding Chair.  If a member does not resign in writing and fails to respond to a written request sent via postal and /or by electronic means, said membership will be automatically terminated. (c) Any member charged and found guilty of misconduct prejudicial to the best interest of the Club or breed may face termination of membership. (d) Any member suspended or terminated by the UKC shall automatically be suspended for a like time from the privileges of this Club for a like period including permanent termination. ARTICLE V: MEETINGS Section 1. Annual Meeting and Show · Club meeting shall consist o the Annual meeting and any others called by the Board of Directors.  A quarum shall be no less than 10% of the membership. · Annual meetings will be held in October of each year at a physical location in person, by video conference or teleconference.  The meeting will be announced no later than August 1 of each year. Section 2. Special Club Meetings (a) May be called by the President or by a majority of the Board who are present at a meeting of the Board or who vote and shall be called by the Recording Chair upon receipt of notification.  Such meeting may be held at a physical location in person, by video conference or teleconference or by other electronic means.  The Recording Chair shall provide written notice of such a meeting at least 30 days prior to the meeting.  The notice of the meeting shall provide the purpose and no other club business may be transacted. Section 3. Board Meetings (a) There will be a minimum of one Board Meeting each year requiring attendance of all Officers.  The location of all Board meetings shall be held at such a place designated by the President of the majority of the Board. (b) The Board may also conduct the Club’s general business and hold Board Meetings via the internet, telephone, video conference or in person whenever deemed necessary by the President or the majority of the Board. (c) Boarding Meetings are held monthly on the first Sunday of the month unless predetermined otherwise and announced by the Recording Chair. (d) may not be attended by members unless prior approval has been arranged by the Board of Directors Section 4. Board Business · For a motion to stand at any meeting there must be at least four members of the Board of Directors voting on the motion. 1 · The order of business, unless otherwise directed by a majority vote of those present shall be as followed: · Reading of Last Minutes · Report of the Corresponding Chair · Report of Recording Chair · Report of the Treasurer · Reports from Committees · Unfinished (old) business · New Business · Adjournment (c) 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 and in any special rules of order the OEBKC may adopt. ARTICLE VI: CLUB YEAR, NOMINATIONS, VOTING and ELECTIONS Section 1. Club year (a) The OEBKC fiscal year begins on the first day of February and ends on the last day of January of the following calendar year.  Elected Officers and Directors will   assume office at the close of the Annual Meeting.  Each out going Officer WILL turn over ALL documents and property of the OEBKC within 10 days of the Annual Meeting to the successor of said office or the President. Section 2. Nominations (a) Nominations of candidates for the election of Officers may be submitted by members in good standing, current with dues, and shall be entitled to nominate by secret ballot at least 45 days prior to the annual meeting (b) All nominees shall be members in good standing, current with dues, and have been members of the OEBKC for at least one year. (c) Committees may be chosen by the Board of Directors to assist in the candidacy and election process. (d) Nominations must be accompanied by evidence signifying the willingness of each such individual to be a candidate for the given term of Office. (e) For absentee ballots to be valid, it must be received by the Committee at least 20 days prior to the election and be accompanied by a NOTARIZED affidavit signed by the member casting his/her vote.  Absentee ballots can be mailed to Chairman of the Nominating Committee.  To be announced (f) The ballots shall be counted before the meeting by inspectors of election who are in good standing and are members of the Nominating Committee.  The nominee receiving the largest number of votes for each Officer position shall be declared elected.  If any nominee at ay time is unable to serve for any reason such position will be filled by referring to Article III section 3. Section 3. Voting · Each member in good standing, with current dues shall be entitled to one vote at any general meeting. · At annual, general or special meetings of the OEBKC voting shall be limited to those members present with the exception of elections referred to in Article VI section 2e. · With respect to voting on motions at a meeting the following will apply-Majority of one rules except when the 2/3 vote is required. 1. The 2/3 vote is required when a proposed action takes away member’s rights.   Such actions include but are not limited to motions to limit or extend debate, to close debate, to make a motion and special order, rescind an action with no previous notice given or to suspend the rules and to alter the Constitution and Bylaws. (d) Special ballots may be sent out quarterly with the newsletter if there is an urgent issue to be addressed before the October Annual Meeting. Section 4. Elections · Elections will be held for The Board of Directors during the OEBKC annual meeting held in October. · The Board of Directors shall be elected to serve two year terms. · The President, Treasurer and Recording Chair shall be elected in years that end in even numbers · The Vice President and Corresponding Chair shall be elected in the years that end in odd numbers. · Elected Officers and Directors will assume office at the close of the Annual Meeting.  Each outgoing Officer will turn over ALL documents and property of the OEBKC within 10 days of the Annual Meeting to the successor of the said office or the President. ARTICLE VII: COMMITTEES Section 1. Standing Committees · The Board may each year appoint standing Committees to advance the work of the Club in such matters as breeding, conformation shows, companion, performance events, trophies and annual prizes, membership and other fields which may well be served by committees.  Special committees may also be appointed by the Board to aid on particular projects, however, unless specifically renewed by the vote of the Board, all special committees shall expire annually at the time of the annual meeting.  All committees shall always be subject to the final authority of the Board.  Standing committees shall include but not be limited to · Breeding · Governance · Shows · Nominating · Membership · Health and Research · Education · Rescue · Fund Raising · Section 2. Committee Composition · Any member in good standing may be appointed by the Board into a committee position.  Committees shall consist of three to seven full voting members. · No person may chair more than one committee · The Board shall consider the geographic representation in all committee appointments. · Section 3. Committee Guidelines · All committees are bound by the guidelines set forth by the Board of Directors · All committee actions must be approved and subject to final authority by the Board of Directors. Section 4. Attendance of Board Meetings · A request to attend a Board meeting from a committee chairperson may be submitted to the Vice President upon which will be communicated to the Board of Directors. · The Board of Directors will allot a given time for the committee chairperson to present.  · The Committee chair will be given the floor to address the Board of Directors. · The Committee chair will then be excused from the meeting for voting by the Board of Directors of which results will be presented to the Committee Chair communicated by the Vice President. · Upon request, given adequate notice, committee chairs should attend the Board meeting. · Section 5. Termination (a) Any committee appointment or committee in itself may be terminated by a majority vote from the Board of Directors upon written notice of the appointee or written notice given to said committee.  The Board may appoint successors to those persons who services has been terminated. ARTICLE VIII: AMENDMENTS Section 1. Amendments · Amendments to the Constitution and Bylaws or Standard of the Breed may be proposed by the Board of Directors or by written petition addressed to the Recording Chair and signed by 20% of the membership in good standing. · Amendments proposed by such petition shall be promptly considered by the Board of Directors and must be submitted to the members with the recommendation of the Board by the Recording Chair for a vote within three months of the date when the petition was received. · The members of the OEBKC shall adopt and may from time to time revise the Constitution as may be required to carry out the objectives of the organization. Section 2. Procedure · The Constitution and Bylaws or Standard of the Breed may be amended at any time provided a copy of the proposed amendments have been mailed by the Recording Chair to each member in good standing on the day of mailing, accompanied by a ballot on which he/she may indicate his/her choice, for or against, the actions 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 Recording Chair to be counted.  The favorable vote of two-thirds (2/3) of the members in good standing who return ballots within the time limit shall be required to effect any such amendment. · Where no specific Bylaw or procedure exists, the Board of Directors shall vote and act accordingly on each individual issue or situation not covered in the existing bylaws. Section 3. Limitation (a) No amendment to the Constitution and Bylaws 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. ARTICLE IX: DISCIPLINE Section 1. Suspension · Any member who is/was a member of a kennel club and had their privileges suspended by said kennel club shall automatically be suspended from the privileges of this Club for a like period. Section 2. Charges (a) Any member in good standing may refer charges against another member for the alleged misconduct prejudicial to the best interests of the Breed and / or the Club. (b) Written charges with specifications must be filed in duplicate with the Corresponding Chair accompanied by an administrative deposit of $125.00 which shall be forfeited if, after the Board hearing, such charges are found by the Board to be unsubstantiated.  If charges are substantiated, the member referring the charges to the Board of Directors will receive $65.00 of their original deposit. (c) The Corresponding Chair will send a copy of the charges to each Board Member.  The Board will first consider whether the action alleged in the charges, if proven, may constitute conduct prejudicial to the best interests of the Breed and /or the Club. (d) If the Board discovers the allegations do not substantiate conduct which would be prejudicial to the best interests of the Breed  and / or Club, the Board may refuse to entertain jurisdiction and the $125.00 will be forfeited to the Club by the member who has referred the charges. (e) If the Board feels there is substantial evidence supporting the allegations of conduct prejudicial to the Breed and / or Club, it shall set a date for a hearing by the Board attended by not less than three Board of Directors, to be held not less than 3 weeks or more than 6 weeks after the decision to have a hearing.  (f) The Corresponding Chair shall promptly send one copy of the charges to the accused member by certified mail with a notification of the hearing and acknowledgment of the accused member may personally appear or respond in writing in their own defense and bring witness(s) and /or provide notarized witness(s) statements if he /she chooses. Section 3. Board Hearing · The Board shall have complete authority to decide whether counsel may attend the hearing, both defendant and complainant shall be treated equally in regard to counsel. · Should the charges be substantiated after hearing all the evidence and testimony presented by all parties concerned, The Board may by a majority vote of those present reprimand or suspend the defendant from all Club privileges for not more than 6 months from the date of the Board’s findings or until the next annual meeting if the meeting will occur after 6 months. · If the Board deems the punishment is insufficient, it may also recommend to the membership the penalty of expulsion. · In such case, a suspension shall not restrict the defendant’s rights to appear before his or her fellow members at that ensuing meeting which considers the recommendation of the Board. · Immediately following the Board decision for disciplinary action, findings shall be put in writing and filed by the Corresponding Chair and within two weeks of the hearing shall notify in writing each of the parties of the Board’s findings and penalties if any.  The Corresponding Chair shall also arrange for the findings to be published to the general membership. · Disciplinary hearings may be held in person or by usage of teleconference or videoconference. Section 4. Expulsion · Expulsion of a member from the Club may only be exercised at the annual meeting following a hearing and upon the recommendation of the Board as written in Section 3 of this article. · The defendant shall have the privilege of appearing on his / her own behalf though no evidence shall be taken at this meeting.  The President shall read the charges, findings and recommendations and shall give the defendant the opportunity to speak, if present, on his / her own behalf. · The President shall then call for the members to vote by secret ballot on the proposed expulsion. · A two-thirds (2/3) majority vote of those members present voting at the Annual meeting shall be necessary for expulsion. · If expulsion is not so voted, the suspension shall stand. ARTICLE X: DISSOLUTION Section 1. In the event of the dissolution of the OEBKC, other than purposes of reorganization, none of the property of the OEBKC nor any proceed thereof, nor any assets of the Club shall be distributed to any members.  After payment of the Clubs debts any and every asset of the OEBKC shall be given to a not for profit charitable organization designated by the Board of Directors found to be for the benefit of dogs. _