AKC ratified 8 October 2024

CONSTITUTION

ARTICLE I

Name and Objectives

SECTION 1. Name.

The name of the Club shall be The Sussex Spaniel Club of America, Incorporated, hereafter referred to as the “Club.”

SECTION 2. Objectives.

The objectives of the Club shall be to:

• • encourage members to perfect, advance and promote selective breeding of purebred Sussex Spaniels that possess the appearance and working ability for which the breed was developed, and who possess soundness, both in health and temperament;

• • encourage the organization of independent local Sussex Spaniel specialty clubs in those localities where there are sufficient fanciers of the breed to meet the requirements of The American Kennel Club;

• • urge members and breeders to accept the standard of the breed as approved by The American Kennel Club as the only standard of excellence by which Sussex Spaniels shall be judged;

• • do all in its power to protect and advance the standard of the breed and to encourage sportsmanlike behavior at dog shows, companion and performance events, and any other AKC approved events;

• • conduct sanctioned matches, licensed specialty shows, and performance events under the Rules and Regulations of The American Kennel Club;

• • assist in the rescue and placement of Sussex Spaniels in need in accordance with the policies, directives and guidelines established by The American Kennel Club.

SECTION 3. Not for Profit.

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

SECTION 4. Bylaws.

The members of the Club shall adopt and may from time to time revise such Bylaws as may be required to carry out these objectives.

Section 5. State Law Compliance.

The bylaws of the Club are subject to and governed by the Missouri Nonprofit Corporation Act and the Articles of Incorporation of the Sussex Spaniel Club of American, Incorporated. In the event of a direct conflict between the provisions of the bylaws of the Club and the mandatory provisions of the Missouri Nonprofit Corporation Act, the Act will control.

BYLAWS

ARTICLE I

Membership

SECTION 1. Eligibility.

There shall be five types of membership, open to all persons who are in good standing with The American Kennel Club or their respective country’s governing kennel club and who subscribe to the objectives of this Club

a. Individual Membership. Individuals 18 years of age and older may be elected to membership, and shall have, upon election, all rights, duties and privileges of the Club.

b. Foreign Membership. Individuals 18 years of age and older who reside outside of the United States may be elected to membership, and shall have, upon election, all rights, duties and privileges of membership, except the right to vote and hold office. Those individuals who were foreign members as of January 1, 2024, shall continue to have all rights, duties and privileges of membership including the right to vote but may not hold office.

c. Life Membership. Life membership is an honor that may be accorded to an individual after being nominated by any member of the Club and elected by two-thirds majority of the Board.

1. To be eligible for Life Membership, a member must have completed 25 years of continuous membership in the Club, and must have met all the requirements established by the Board.

2. Life members shall have, upon election, all rights, duties, and privileges of the Club.

3. Life members shall not pay membership dues.

d. Junior Membership. Individuals who are nine years of age but under 18 years of age may be elected to membership, and shall have, upon election, all rights, duties, and privileges of membership, except the right to vote or hold office. A junior membership will automatically convert to individual membership at the beginning of the next fiscal year following his or her eighteenth birthday.

e. Golden Liver Membership. This type of membership is available to all individual, foreign, and junior members and grants a lifetime “Golden Liver” membership upon payment of an amount set by the Board. The amount may be revised from time to time as the Board sees fit. Golden Liver members have all the rights, duties and privileges of membership accorded to their former membership status, and are subject to the same responsibilities and ethical standards.

SECTION 2. Dues

a. Dues are to be received by the Treasurer before January 1 of each year.

b. No member may vote or sponsor new members whose dues are not paid for the current year.

c. During the month of November, the Treasurer shall communicate to each member a statement of dues for the ensuing Club fiscal year.

d. On or before January 15 of each year, the Treasurer shall notify all members whose dues have not been paid by January 1 that their dues are delinquent and that their memberships in the Club automatically will lapse pursuant to Subsection b of Section 5 of this Article if the dues remain unpaid as of January 31.

e. Persons elected to membership during the last quarter of the Club’s fiscal year will have their dues for the following year waived.

f. The Board at the annual meeting shall set the amount of dues.

g. Dues shall not be refunded if membership is terminated as described in Subsections a and c of Section 5 of this Article.

SECTION 3. Election to Membership

a. Each applicant for membership shall apply on a form approved by the Board.

1. In this form the applicant must acknowledge reading the Club’s Constitution and Bylaws and the Club’s Code of Ethics and agree to abide by them

2. The application shall state the name, address, and occupation of the applicant.

3. Two members who are in good standing, who are not members of the same household, and who have been Club members for more than one year must endorse the membership application

4. The applicant shall submit the current year’s dues with the membership application.

b. The Secretary shall forward the completed membership application to all club members within two weeks of receiving it.

c. Members shall have 30 days from the date on which the Secretary sent the application to submit to the Secretary their comments, concerns, or objections about the proposed new member.

d. The Board shall review said comments, concerns or objections prior to voting on a membership application.

e. The Board shall vote on the membership application at the next regular Board meeting following the thirty-day period specified in Subsection b of this Section. Affirmative votes of two-thirds of the Board members present at such meeting shall be required to elect an applicant.

f. The Secretary or Membership Chair selected by the Board shall forward a welcome letter to each member voted into membership within two weeks of a favorable vote of the Board.

g. The Secretary shall notify an applicant who has received a negative vote by the Board, and the applicant’s endorsers, within two weeks of the vote of non-election to membership.

h. If the Board does not accept an applicant into membership, the endorser of such person may present the application of the person to the full membership at the next annual meeting.

1. After discussion on the applicant, the full membership of the club shall vote on the question of membership

2. An affirmative vote of two-thirds of the members present is required to approve the applicant’s membership

3. Voting shall be by secret written ballot.

4. An applicant who does not receive a favorable vote of two-thirds of the members present at the annual meeting must wait at least one year from the date of such annual meeting before submitting another membership application.

SECTION 4. Communication.

a. Each member shall notify the Secretary of any change to his or her actual residential and mailing addresses.

b. A member who provides an e-mail address will receive notices regarding Club matters via e-mail, except for those matters the Board deems best handled via mail.

c. A member who does not provide an e-mail address will receive notices regarding Club matters via mail.

d. Members may, at any time, opt out of electronic notification by contacting the Secretary.

SECTION 5. Termination of Membership.

Membership may be terminated by:

a. resignation. Any member in good standing may resign from the Club by written notice to the Secretary.

b. lapsing. 1. A membership will be considered as lapsed and automatically terminated if such member’s dues or any other financial obligation to the Club remain unpaid as of February 1.

1. A member whose membership has lapsed for failure to pay dues by January 31 may apply to the Board for an extension until March 1 to pay the dues and for reinstatement as a member once the dues have been paid. A late fee in an amount set by the Board shall be charged to those requesting such an extension and reinstatement. In no case may a person whose dues are unpaid vote in any election, or on any topic which is presented to the membership, or at any Club meeting.

2. expulsion. A membership may be terminated by expulsion as provided in Article VI of these Bylaws.

ARTICLE II

Meetings

SECTION 1. Annual Meeting.

a. The annual meeting of the Club shall be held in conjunction with the Club’s national specialty show at a place, date and time designated by the Board.

b. In a year that the Club does not hold a national specialty show, the Board determines the place, date and time of the annual meeting.

c. At the discretion of the Board, the annual meeting may be held electronically in accordance with state law and AKC Policy.

d. The Secretary shall notify members of the annual meeting at least 30 days but not more than 60 days prior to the date of the meeting.

e. The quorum for this annual meeting shall be ten percent of the members in good standing. Foreign and junior members do not count in determining the quorum.

SECTION 2. Special Club Meetings.

a. Special club meetings may be called by the President or by a majority vote of the Board.

b. The Secretary shall call a special club meeting upon receipt of a petition signed by five percent of the members of the Club who are in good standing.

c. Such meeting shall be held at such place, date, and hour designated by the Board.

d. At the discretion of the Board, a special club meeting may be held electronically in accordance with state law and AKC Policy.

e. The Secretary shall give notice of the special club meeting at least 14 days, but not more than 30 days, prior to the meeting.

f. The notice of the meeting shall state the purpose of the meeting and no other Club business may be transacted.

g. The quorum for such a meeting shall be ten percent of the members in good standing.

h. Foreign and junior members do not count in determining the quorum.

SECTION 3. Board Meetings.

a. An annual Board meeting shall be held in conjunction with the national specialty.

b. Other meetings of the Board shall be held at such times and places as designated by the President or by a majority vote of the entire Board.

c. The Secretary shall give notice regarding any meeting of the Board to each of its members at least 14 days prior to the date of the meeting.

d. The quorum for a Board meeting shall be a majority of the Board.

SECTION 4. Board Business.

a. The Board may conduct business by any method permitted by the laws of the state in which the Club is incorporated.

b. Affirmative votes of a majority of the Board present at a meeting at which there is a quorum shall be required for a motion to be accepted.

SECTION 5. Emergency Board Meetings.

The Board may hold an emergency meeting as permitted under Chapter 355 of the Missouri Nonprofit Corporation Act.

ARTICLE III

Directors and Officers

SECTION 1. Board of Directors.

a. The Board of Directors shall be comprised of the officers and five directors, all of whom shall be members in good standing and who are residents of the United States.

b. In all Sections of the Bylaws, the term “Board” means the Board of Directors of the Sussex Spaniel Club of America.

c. All officers and directors shall be elected for a term of two years as defined in Article IV of these Bylaws, and shall serve until their successors take office.

d. The President, Secretary and three director positions shall be elected in odd numbered years.

e. The Vice-President, Treasurer, and two director positions shall be elected in even numbered years.

f. There shall be no limit on the number of terms any officer or director may serve.

g. No married couple, nor members of the same household shall serve on the Board at the same time.

h. General management of the Club’s affairs shall be entrusted to the Board.

i. Any member of the Board who is derelict in his or her defined duties, or who, without just cause, misses three consecutive Board meetings, may be removed by a vote of majority of the Board and be replaced as outlined in Section 3 of this Article.

SECTION 2. Officers.

a. 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.

b. 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 specified by these Bylaws.

c. The Vice-President shall have the duties and exercise the powers of the President in case of the President’s death, absence or incapacity.

d. The Secretary shall:

1. keep a record of all meetings of the Club and of the Board and of all votes taken, and of all matters of which record shall be ordered by the Club;

2. have charge of the Club’s correspondence;

3. notify members and Board of meetings;

4. give notice to the membership of election information required by Article IV of these Bylaws;

5. notify the Board of potential misconduct charges leveled against members;

6. carry out such other duties as are prescribed in these Bylaws;

7. notify the Board of challenges to a membership application;

8. notify new members of their election to membership;

9. maintain a roll of the members of the Club with their current addresses and other contact information;

10. keep current the Club’s standing rules.

The Treasurer shall:

1. collect and receive all moneys due or belonging to the Club;

2. promptly discharge any financial obligations to whomever owed;

3. deposit all Club funds collected in a bank approved by the Board;

4. keep accounting books open to inspection at all times;

5. give a report at every meeting on the condition of the Club’s finances and every item of receipt or payment not before reported;

6. give, at the annual meeting, an accounting of all moneys received and expended during the previous fiscal year;

7. be bonded, if required by the Board, in an amount established by the Board;

8. receive annual dues and compile a master list of all members in good standing and their contact information;

9. provide this master list of all members in good standing and their contact information to the Secretary on March 15 of every year.

SECTION 3. The Delegate to The American Kennel Club. The Delegate to the American Kennel Club shall be selected by the Board during the month of October in even numbered years for a term of two years by a two-thirds vote of the Board.

a. The Delegate to The American Kennel Club shall attend delegate meetings of such organization and shall represent the Sussex Spaniel Club of American in accordance with the instruction of the Board.

b. The Delegate may be a member of the Board.

c. The Delegate may attend the meetings of the Board but may not vote.

d. The Delegate does not count toward the quorum unless the delegate is also a member of the Board.

e. Among other duties, The AKC Delegate shall report to the Club all matters of interest and concern to the Board as soon as practical after each delegate meeting of The American Kennel Club.

SECTION 4. Vacancies.

Any vacancies occurring on the Board during the year shall be filled until the next annual election by a majority vote of all of the then members of the Board; except that a vacancy in the office of President shall be filled automatically by the Vice-President and the resulting vacancy in the office of Vice-President shall be filled by the Board.

SECTION 5. Club Credentials.

Use of the Club stationery, past or present, or logo of the Club, must be authorized by the Board. Also restricted is use of said proprietary material for any purpose other than the official business of this Club.

ARTICLE IV

The Club Year, Voting, Nominations, Elections

SECTION 1. Club Year.

a. The Club’s fiscal year shall begin on January 1 and end on December 31.

b. The Club’s official year shall begin on January 1 and end on December 31.

c. The elected officers and directors shall take office on January 1.

d. Each retiring officer and delegate shall turn over to his or her successor all Club properties and records on or before January 15.

SECTION 2. Nominations for Annual Elections.

a. No person may be a candidate in a Club election who has not been nominated in accordance with these Bylaws.

b. The Board shall choose a nomination committee during the month of March.

1. The nominating committee shall consist of three members in good standing, no more than one of whom shall be a member of the current Board, and two alternates.

2. The Board shall name a chair for the nominating committee.

c. The nominating committee should consider geographical representation of the membership on the Board to the extent that it is practical to do so.

d. The nominating committee shall nominate from among the eligible members of the Club one candidate for each available office and one candidate for each of the available director positions.

e. The nominating committee shall procure the written acceptance and a statement of qualifications from each nominee so chosen.

f. The nominating committee shall then submit its slate of candidates to the Secretary on or before July 1.

g. On or before July 15, the Secretary shall notify the membership of the slate and include the full name of each candidate, the name of the state in which each resides, and a brief statement of qualifications for each candidate.

h. Additional nominations of eligible members may be made by written petition addressed to the Secretary. The Secretary must receive the petition on or before September 1. The petition for each individual additional nomination shall include the signed endorsement of five members in good standing and the written acceptance of the nominee signifying a willingness to be a candidate along with a statement of qualifications.

i. No person may be a candidate for more than one office.

j. Nominations cannot be made at the annual meeting, special club meeting, or in any manner other than as provided above.

k. If no valid additional nominations are received on or before September 1st, no balloting is required. The nominating committee’s slate shall be declared elected and shall take office on January 1. In such case the Secretary shall notify the membership of the election of the slate by September 8.

SECTION 3. Voting at Annual or Special Club Meetings.

a. At the annual meeting or at a special club meeting voting shall be limited to those eligible members in good standing who are present at the meeting.

b. Voting by proxy shall not be permitted.

c. With the exception of voting in accordance with Subsection 3.e. of Article I, and Article VI, Section 3, all motions voted on at the annual or special club meeting shall be non-binding and advisory in nature.

SECTION 4. Annual Elections.

a. The election of officers and directors shall be conducted by secret ballot in any manner provided for by the laws of the state in which the Club is incorporated.

b. The Board shall determine the method of voting, whether by written ballot cast by mail, or electronically in accordance with state law and AKC’s procedure on Electronic Balloting for AKC Parent Clubs, and shall determine the first date on which members may vote.

c. Prior to October 1, the Board shall choose, by majority vote, three Inspectors of Election who are members in good standing, and neither members of the current Board nor candidates on the ballot. The Board shall also choose one of the Inspectors as chair.

d. In contested elections the Secretary, on October 1, shall notify membership of the nominees for each position in alphabetical order along with the name of the state in which each nominee resides as well as a brief statement of qualifications for each nominee and the manner in which voting will be conducted.

e. If balloting is to be conducted electronically, the Secretary shall mail a written ballot to any member who has not consented to vote electronically at least seven days before the beginning of the voting period.

1. The Secretary shall mail such ballot along with a blank envelope marked “Ballot”, together with another envelope bearing the name of the member to which it was sent and addressed to chair of the inspectors of election.

2. To ensure that the ballots remain secret, each member voting by mail, after marking his or her ballot, shall seal it in the envelope marked “Ballot,” which shall in turn be placed in the second envelope addressed to the chair of the Inspectors of Election as required by Subsection f of this Section.

f. In contested elections of officers and directors, written ballots cast by mail shall be sent to the chair of the Inspectors of Election.

g. Ballots cast electronically shall be communicated to the independent firm selected by the Board. The independent firm shall send, receive and tabulate the electronic ballots. Electronic balloting must be done in accordance with state law and policy of The American Kennel Club policy.

h. The chair of the Inspectors of Election must receive written ballots by November 15. Any written ballot received by the chair after November 15 shall be invalid.

i. The independent firm must receive ballots by November 15. Any electronic ballots received by the independent firm after November 15 shall be invalid.

j. If the chair of the Inspectors of Election receives any written ballot by mail on or before November 15, he or she shall assemble the Inspectors of Elections on or before December 1.

1. The Inspectors of Election may meet in person or by video conferencing.

2. At the meeting the Inspectors of Election shall check the returns against the list of all eligible members whose dues are paid and are otherwise in good standing for the current year prior to opening the outer envelope and removing the blank envelope marked “Ballot.”

3. The Inspectors of Election then shall tabulate the valid written ballots. i. The candidate receiving the largest number of votes for each office shall be declared elected.

ii. In years where two director positions are to be filled, the two candidates receiving the largest number of votes for the director positions shall be declared elected.

iii. In years where three director positions are to be filled, the three candidates receiving the largest number of votes for the director positions shall be declared elected.

iv. In case of a tie vote for either an officer or a director position, the Board, by majority vote, shall declare which candidate stands elected.

k. The independent firm conducting the electronic balloting shall tabulate and communicate the election results to the chair of the Inspectors of Election.

l. Once the Inspectors of Election have tabulated all written ballots and have received the results of the electronic balloting, the chair shall mail a certification of the eligibility of the voters who voted by written ballot as well as a certification of the results of all voting, along with the written ballots to the Secretary within one week of meeting.

1. The Secretary shall retain the ballots for one year.

2. After the one-year period, the Secretary shall mail the ballots to the club Archivist for retention.

m. If the chair of the Inspectors of Election has not received any written ballots by November 15, the Inspectors of Election do not assemble. Instead, the chair communicates the results of the electronic balloting to the Secretary within one week of receiving the results from the independent firm.

n. If a person who has been elected is unable to serve for any reason after the ballots have been counted, such person shall not take office and the vacancy so created shall be filled by the Board during the month of January in the manner provided in Article III, Section 3.

Section 6. Questions to the Membership.

The Board may decide to submit specific advisory questions to the membership by written ballot cast by mail or electronically in accordance with state law and AKC’s procedure on Electronic Balloting for AKC Parent Clubs. The Board shall determine the ballot and voting procedures.

ARTICLE V

Committees

SECTION 1. Designation of Standing and Special Committees.

a. During the month of January, the Board shall designate standing committees and appoint the chairs for committees to advance the work of the Club. Such committees shall be subject to the final authority of the Board.

b. The Board also may appoint special committees to give assistance on particular projects.

c. The committee chair has the authority to appoint additional members of the committee upon approval from the Board.

SECTION 2. Committee Reports.

a. The chair of a standing committee shall prepare a written report for the Board during the month of December.

b. The chair of a special committee shall prepare a written report to the Board at the conclusion of its specific task.

c. These reports shall provide an income and expense report, if relevant, and shall provide sufficient details about the committee’s activities and responsibilities to enable successors to the committee to carry out the tasks of the committee.

d. The Vice President shall receive and maintain these reports, and shall forward financial information to the Treasurer, and a copy to the Archivist of the Club.

SECTION 3. Standing Committee Terms.

All standing committee appointments end on December 31.

SECTION 4. Termination of Service.

The Board may terminate any committee appointment by a majority vote. The Board may appoint a successor when a vacancy on a committee occurs.

ARTICLE VI

Discipline

SECTION 1. American Kennel Club Suspension.

Any member who is suspended from any privileges of The American Kennel Club automatically shall be suspended from the privileges of this Club for a like period.

SECTION 2. Charges.

a. Any member may prefer charges against another member for alleged misconduct prejudicial to the best interests of the Club, breed, or the sport of dogs.

b. The complainant shall send by first class or certified mail written charges with specific information to the Secretary together with a deposit in an amount determined by the Board, which shall be forfeited if the Board does not entertain jurisdiction of the complainant or does not sustain the charges following a hearing.

c. The Secretary shall promptly send a copy of the charges to each member of the Board.

d. At a meeting, the Board shall first consider whether the actions alleged in the charges, if proven, would be prejudicial to the best interest of the Club, the breed, or the sport of dogs. If the Board considers that the charges do not constitute prejudicial conduct, it shall refuse to entertain jurisdiction.

e. If the Board entertains jurisdiction of the charges, it shall fix a date and location of a hearing not less than three weeks, nor more than six weeks thereafter.

f. The hearing shall be conducted by video conferencing.

g. The Secretary shall promptly send a copy of the charges to the accused member by certified mail together with a notice of the hearing.

SECTION 3. Board Hearing.

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

b. At the hearing, the accused member has the right to appear in his or her own defense, bring witnesses, and present evidence.

c. Should the Board sustain the charges after examining all the evidence and testimony presented by the complainant, the witnesses, and the accused member, it may, by a majority vote of those present, suspend the accused member from all privileges of the Club for a specified time period, or impose any other penalty deemed appropriate.

1. If the Board imposes a penalty, rather than suspension, the member receiving such penalty retains all privileges of Club membership.

2. Imposition of a suspension or penalty is final and not reviewable by the membership at the annual meeting.

d. If the Board deems a suspension or penalties insufficient, it may recommend to the membership that the accused member be expelled from the Club. In such case, the accused member is suspended from all privileges of the Club until the next annual meeting. This suspension shall not restrict the accused member’s right to appear at the next annual meeting where the membership will consider the expulsion recommendation of the Board.

e. Immediately after the Board has reached a decision, the Secretary shall notify each of the parties of the findings and decision.

f. A Board member who is the complainant, the accused, or a witness in the hearing shall recuse himself or herself from voting at the hearing.

g. A Board member who is suspended or whose expulsion is recommended shall immediately vacate his or her office or position.

1. The Board shall fill the vacancy pursuant to Article III, Section 3.

2. If a penalty other than suspension is imposed, the officer or director shall not vacate his or her position.

SECTION 4. Expulsion.

a. Expulsion of a member from the Club may be accomplished only at the next annual meeting of the Club following a hearing and upon recommendation of the Board as provided in Section 3 of this Article.

b. The accused member shall have the privilege of appearing on his or her own behalf, though no evidence shall be taken at this meeting.

c. The President shall read the charges and the findings and recommendations, and shall invite the defendant, if present, to speak on the proposed expulsion.

d. A two-thirds vote of those present and voting at the annual meeting shall be necessary for expulsion.

ARTICLE VII

Amendments

SECTION 1. Proposed Amendments.

a. No amendment to the constitution and bylaws that is adopted by the club shall become effective until after it has been approved by the Board of Directors of the American Kennel Club.

b. The Board may propose amendments to the Constitution, Bylaws, and to the breed standard.

c. A petition addressed to the Secretary signed by twenty percent of the membership in good standing also may propose amendments to the Constitution, Bylaws, and the to the breed standard. Amendments proposed by such petitions shall be considered promptly by the Board.

d. The Secretary shall submit any proposed amendments to The American Kennel Club for initial approval.

e. If the American Kennel Club approves the language of the amendments, the Secretary must submit the proposed amendments with recommendations of the Board to the membership within two weeks of American Kennel Club approval. A vote on the amendments must take place within three months of such approval.

SECTION 2. Voting.

a. The Board shall determine the method of voting, whether by written ballot cast by mail or electronically in accordance with state law and AKC’s procedure on Electronic Balloting for AKC Parent Clubs, and the timeframe for voting on amendments.

b. If balloting is to be conducted electronically, the Secretary shall mail a written ballot to any member who has not consented to vote electronically at least seven days before the beginning of the voting period.

1. The Secretary shall mail such ballot along with a blank envelope marked “Ballot”, together with another envelope bearing the name of the member to which it was sent and addressed to the Secretary.

2. To ensure that the ballots remain secret, each voter, after marking his or her ballot, shall seal it in the blank envelope marked “Ballot,” which shall in turn be placed in the second envelope addressed to Secretary as required by Subsection C of this Section.

c. Written ballots cast by mail shall be sent to the Secretary.

d. Ballots cast electronically shall be communicated to the independent firm selected by the Board.

1. The independent firm shall send, receive and tabulate the electronic ballots.

2. Electronic balloting must be done in accordance with state law and American Kennel Club policy.

e. Any written ballot received by the Secretary after a specific date determined by the Board shall be invalid.

f. Any electronic ballots received by the independent firm after a specific date determined by the Board shall be invalid.

g. Within two weeks after the end of voting, the Secretary shall check the returns of the written ballots against the list of all eligible members whose dues are paid and are otherwise in good standing for the current year prior to opening the outer envelope and removing the blank envelope. The Secretary then shall tabulate the valid written ballots.

h. The independent firm conducting the electronic balloting shall tabulate and communicate the election results to Secretary.

i. Once the Secretary has tabulated all written ballots and has received the results of the electronic balloting, he or she shall certify the eligibility of the voters who voted by written ballot as well as the results of all voting to the membership within one week of last date of voting.

j. The Secretary shall retain the written ballots for one year. After the one-year period, the Secretary shall mail the ballots to the club Archivist for retention.

k. The favorable votes of two-thirds of the members in good standing who return valid ballots within the timeframe set by the Board shall be required to adopt any amendment.

ARTICLE VIII

Dissolution

The Club may be dissolved at any time by 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 shall be distributed to any member of the Club, but after payment of the debts of the Club, its property and assets, under direction of the Board, shall be given to a charitable organization operating for the benefit of dogs.

ARTICLE IX

Order of Business

SECTION 1. Club meetings.

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

• Reading of the minutes of the last Annual Membership Meeting

• Report of the President

• Report of the Secretary

• Report of the Treasurer

• Reports of the Committees

• Election of new members

• Unfinished business

• New business

• Adjournment

SECTION 2. Board of Director Meetings.

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

• Reading of the minutes of the last Board of Directors Meeting

• Report of the Secretary

• Report of the Treasurer

• Election of new members

• Reports of the Committees

• Unfinished business

• New business

• Adjournment

ARTICLE X

Parliamentary Authority

The rules contained in the most 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.