Bylaws

ARTICLE I – MEMBERSHIP

Section 1.  Eligibility

There shall be four (4) types of membership open to any breeder, owner or fancier of the Danish/Swedish Farmdog who is 18 years of age; subscribes to the purposes of the DSFCA; agrees to abide by the DSFCA Code of Ethics, Constitution and Bylaws and who is in good standing.

Section 2.  Types of Membership

Section 2.1.  Single Membership

Single memberships are entitled to one vote.  This category of membership is eligible to hold office in the Association provided that they are residents of the United States.

Section 2.2.  Household Memberships

Two members of the same household, 18 years of age or older, may join with membership dues equivalent to one and one-half times the single membership rate per annum.  Each of these members will have one vote.  Only one member of a household membership, at any one time, may hold office in the Association, provided that they are residents of the United States.

Section 2.3.  Honorary Membership

The Board of Directors may elect to confer an honorary membership to any member in good standing or any non-member who meets the eligibility requirements for membership.  An affirmative vote by 2/3 of the Directors present at a meeting of the Board, or a majority of the entire Board voting by mail shall be required to elect an honorary member.  Honorary members shall be exempt from dues for a period of two years.  No honorary members may vote unless he/she was a member in good standing of the Association at the time he/she was elected to honorary membership.

Section 2.4.  Breeder Membership

A single membership may be granted to breeders of Danish/Swedish Farmdogs who apply for this category of membership to the Board of Directors.  A breeder accepted to membership in this category agrees to abide not only with the Code of Ethics, Constitution and Bylaws of the DSFCA, but also to the DSFCA Breeders Guidelines.  The membership dues for this category will be twice the dues for a single membership.  A breeder member will be able to have two votes.  A breeder member may hold office in the Association, provided that they are residents of the United States.  A breeder member will be able to purchase at half the single membership dues a single membership for one individual purchasing a Danish/Swedish Farmdog puppy issued from one of their breeding females once at the point of sale.  If the sale of such a puppy occurs in the last four (4) months of the membership year (January through April), the membership will commence at the start of the next membership year.  Memberships purchased for breeders’ new puppy buyers will not carry the right to cast a vote in the Association meetings until such persons have been members of the Association for at least six months.  This type of membership will not confer the ability to hold office in the Association during the term of this first breeder-sponsored membership cycle. 

Section 2.5. Charter year memberships

During the charter membership year of the DSFCA, May 1, 2007 - April 30, 2008, special Charter Memberships may be purchased for Single, Household and Breeder Memberships. This special category of membership entails an increased membership rate for one year only in order to provide initial financial support for the new Association. These memberships will be documented in perpetuity on the DSFCA website, and these members will receive a Charter Membership card. They are available for purchase until December 31, 2007.

Charter Memberships will be subject to the same qualifications and privileges as listed for Single, Household and Breeder categories in Section 2.1 - 2.4.

Section 3.  Dues

Section 3.1.  Amount

The Board of Directors on an annual basis shall determine membership dues. The Board of Directors may increase the dues, however no more than once per year for the financial operation of the Association.  At no time may the Board exceed these limits: Single membership shall not exceed eighty dollars ($ 80.00); Household membership shall not exceed one hundred twenty dollars ($120.00); Breeder membership shall not exceed one hundred sixty dollars ($160.00).

Membership dues will commence for the charter (first) year of the Association as follows:

Section 3.2.  Payment of Dues

Dues are payable on or before the start of the membership year on the first day of May.  Dues in the charter (first) year of the Association will be considered late after the fifteenth day of May 2007.  Thereafter, dues will be considered late on the second day of May.  Dues will be accepted with a ten-dollar ($10.00) late fee in the charter (first) year of the Association between the sixteenth day of May and the fifteenth day of June 2007.  Thereafter, dues will be considered late, but will be accepted with the ten ($10.00) dollar late fee until the first day of June.  

Section 3.3. Dues Statement

On February 1st of each year, the Treasurer shall send to each member a statement of dues for the ensuing year.

Section 3.4.  Nonpayment of Dues

No member may vote whose dues are not paid for the current year.  The names of the members who have not paid their dues shall be published on the Association website members’ page after July 1st of each year.  The membership of any member who has not paid their dues by June 15th of any calendar year shall lapse.  The Board of Directors may grant a grace period of an additional 30 days for payment to any member who applies in writing for an extension.

Section 3.5.  New Memberships Following Start of Membership Year

New memberships may be applied for and granted with dues charged in a prorated manner.  Any new memberships sought in the period of June through August require dues that are 80% of the annual membership category.  These memberships will not carry the right to vote at Association meetings nor hold office in the Association for the remainder of the membership year. 

• New memberships sought between September to November will require dues of 60% of the annual membership category.  These memberships will not carry the right to vote at Association meetings nor hold office in the Association for the remainder of the membership year.
  
  
• New memberships sought between December and February will require dues of 40% of the annual membership category.  These memberships will not carry the right to vote at the Association meetings nor hold office in the Association for the remainder of the membership year.
  
  
• New memberships sought between March and May will require full dues for the next year in the desired membership category.  These will be full annual memberships commencing the first day of May and carry all rights outlined in Section 2.

Section 4. Application for Membership

Each applicant for membership in the DSFCA shall apply on a Board-approved Application for Membership, which shall provide that the applicant agrees to abide by the Constitution, Bylaws and Code of Ethics of the Association.  The prospective member shall submit the completed application and dues payment for the current year to the Secretary.

Section 5. Termination of Membership

Memberships may be terminated for any of the following reasons:

Section 5.1.  Resignation

Any member in good standing may resign from the Association upon written notice to the Secretary.  Resignation shall not discharge or eliminate any debt owed to the Association.  Dues are considered an obligation to the Association and are incurred the first day of each membership year.

Section 5.2.  Lapsing

A membership will be considered as lapsed and automatically terminated if such member’s dues remain unpaid after June 15th.  The Board of Directors may grant a grace period of an additional 30 days for payment to any member who applies in writing for an extension.  In no case may a person be entitled to vote in any Association meeting whose due are unpaid as of the date of the meeting.

Section 5.3.  Expulsion

A membership may be terminated by expulsion as provided in Article VIII of these bylaws.

Section 6.  Member Liability

No member of the Association shall be personally or otherwise liable for any of the debts or obligations of the Association as specified in the State of Delaware Nonprofit Corporation Law.

ARTICLE II – ASSOCIATION YEAR

Section 1.  Association Year

Section 1.1.  Fiscal Year

The Association year shall begin on January 1st of each year and end December 31st.

Section 1.2.  Association Membership Year

The Association year shall begin on May 1st of each year and end April 30th.

ARTICLE III – MEETINGS

Section 1.  Membership Meetings

Regular, periodic membership meetings may be held regionally for the purpose of discussing issues related to the breed, the Association and for the purpose of fellowship at the discretion of members in good standing.  No issues affecting the Association as an entity, its Constitution, Code of Ethics or Bylaws will be voted on at these meetings.  A member in good standing at each meeting will electronically transmit minutes to the Secretary of the Board of Directors following a meeting.

Section 2.  Annual Membership Meeting

An annual membership meeting shall be held in the last four months of each calendar year (September – December). If possible the meeting will be held in conjunction with a DSFCA Specialty Show.  The annual membership meeting may be arranged by a physical or virtual conferencing means.  The Board of Directors will designate the place, date and hour of the annual meeting.  Written notice of the annual membership meeting time, place and location will be published on the Club website by the Secretary sixty (60) days prior to the meeting.  Notification with this information will be mailed individually to active members in good standing thirty (30) day prior to the meeting.  A quorum for the annual membership meeting shall be ten (10) percent for the membership in good standing.

Section 3.  Special Association Meetings

Special Association Meetings may be called by the President of the Board of Directors or by a majority vote of the members of the Board of Directors either present at a meeting or through a vote by mail.  Special Association Meetings shall be called by the Secretary upon receipt of a petition signed by ten (10) percent of the members of the DSFCA who are in good standing.  Such special meetings shall be held at a place, date and hour as shall be designated by the Board of Directors.  Special Association Meetings may be arranged by virtual conferencing technology, if necessary.  The Secretary shall mail written notice of such meetings at least fourteen (14) days prior to the meeting.  The notice of the meeting shall state the purpose of the meeting and no other Association business may be transacted.  The quorum for such a meeting shall be ten (10) percent of the members in good standing.

Section 4.  Board Meetings

The Board of Directors shall gather in person at the Annual Membership Meeting.  Additional meetings of the Board of Directors shall be held at such times and places as are designated by the President or by a majority vote of the entire Board.  Additional meetings may be conducted in person or by virtual conferencing technology.  The Secretary shall mail written notice of the all meetings to each member of the Board at least thirty (30) days prior to the date of the meeting.  With regards to additional meetings of the Board of Directors, the Secretary shall also state the purpose of the meeting and no other business shall be transacted thereat.  The quorum for a Board meeting shall be a majority of the Board.

Section 5 Conducting Association Business via Electronic Communication

Association and Board members may use e-mail and virtual conferencing technology to facilitate Association business.  Due to rapid changes in virtual conferencing technology, Association and Board discussions shall be conducted via technology that is held at that time to be accessible and understood by the majority of general members and the Board.

Section 5.1 Association Discussions

1. Notice.  Written notice of Association on-line discussions shall be e-mailed to all Association members in good standing by the Secretary at least fourteen (14) days prior and not more than thirty (30) days prior to the scheduled discussion.  Notice shall include:
   
   
   1. A designated e-mail list, electronic format to be used with instructions as how to access the format.
      
      
   2. The purpose(s) of the meeting and the starting and ending dates and times during which the discussion shall take place.  No other Association business shall be discussed.
      
      
2. Quorum.  No quorum shall be required for Association discussions. 
   
   
3. Voting.  No vote may be taken on any motion.
   
   
4. Minutes.  Secretary may appoint an Association member to take notes of the discussion and electronically transmit these notes to the Secretary after the discussion. 

Section 5.2  Regular Board Discussions

A majority of the Board may designate a regular date, time and email forum or other virtual conferencing technology by which to have Board discussions.

1. Notice.  The President of the Board of Directors shall email an agenda of the dates, times and purpose of scheduled discussions to the members of the Board of Directors fourteen (14) days prior to each scheduled discussion.
    
2. Roll Call. The Secretary will take a roll call at the beginning of each designated meeting period.
   
   
3. Quorum.  A quorum for these discussions shall be a majority of the Board members.  A Board member shall be considered present if he/she responds within one-half hour or within 24 hours on an email list or message board.
    
4. Voting. Board members may vote on any properly-made motions during these discussions, but no such vote shall be valid unless the Board member clearly indicates approval or disapproval of the motion by electronic vote, mail, email or fax to the Secretary within 10 days of the discussion.  Board members shall be notified by mail or email regarding the results of all balloting.
   
   
5. Minutes. The Secretary shall be responsible for retaining a record of these discussions and voting from these electronic discussions.

Section 5.3. Special Board Discussions

Special Board discussion may be called by the President, Vice President, or by the Secretary upon receipt of a written request signed by at least three of the members of the Board.  Such special discussions shall be held at such date and time and in such electronic format as may be designated by the person authorized to call for such a discussion.

1. Notice.  The President, Vice-President or Secretary shall email written notice of such a meeting at least fourteen (14) days prior to the date of the discussion.  Any such notice shall state the purpose of the discussion and no other business shall be transacted thereat.
   
   
2. Quorum. A quorum for these discussions shall be a majority of the Board members.  A Board member shall be considered present if he/she responds within one-half hour in a chat-room or within 24 hours on an email list or message board.
   
   
3. Voting.  Board members may vote on any properly-made motion during these discussions, but no such vote shall be valid unless the Board member clearly indicates his/her approval or disapproval of the motion via electronic vote, mail, email or fax to the Secretary within 10 days of the discussion.  Board members shall be notified by email of the results of all balloting.
   
   
4. Minutes. The Secretary shall be responsible for retaining a   record of these electronic discussions and voting

Section 6.  Voting

Each Association member in good standing and whose dues are paid for the current year shall be entitled to vote at any membership meeting at which the member is present or by ballot.  Proxy voting shall not be permitted.

Section 7.  Quorum

Section 7.1. Membership Meetings

The quorum for all Association meetings shall be ten (10) percent of the members in good standing.

Section 7.2. Board Meetings

The quorum for all Board of Directors meetings Shall be a majority of the Board.

ARTICLE IV - DIRECTORS AND OFFICERS

Section 1.  Board of Directors

The Board of Directors shall be composed so the total number of Directors is 5 members, all of whom shall be members in good standing and all of whom shall be elected as provided in Article V and shall serve until their successors are elected. In addition, the immediate past President shall serve as a Non-voting member of the board for a period of one year. Only general management of the Association’s affairs shall be entrusted to the Board of Directors.

Section 2.  Term of Office

The Officers of the Association shall serve for two years or until their successors are elected. All Officers shall be limited to two consecutive terms of office and no person may hold more than one office per term. The members of the Board of Directors shall be elected for two year terms so staggered that 2/3 (see section 2.1 Election Staggering) are elected at each annual meeting

Section 2.1.  Election Staggering

If Secretary/Treasurer is one person, Secretary/Treasurer, Vice President and one non-officer director are elected one year, and President and one non-officer director are elected the next year. If Secretary/Treasurer are two persons, Secretary, Vice President and one non-officer director are elected one year, and President and Treasurer are elected the next year.

Section 2.2.  Absence

Any director who misses two board meetings within an Association year shall be removed from the Board of Directors, unless a majority of the board members present and voting at the meeting from which the director is absent for the second time votes to excuse one or both of the absences.

Section 3.  Officers

The Association’s Officers shall be members of the board of directors. The officers consisting of the President, Vice President, Secretary, and Treasurer shall serve in their respective capacities both with regard to the Association and its meetings and the board and its meetings. Secretary and Treasurer can be one person or two persons.

Section 3.1.  President

The President shall see that the duties of the Board Officers, as specified in this article, are carried out. The President shall arrange an agenda and preside at all Board and Association meetings; propose goals and the path for the Association for the upcoming year; serve as a positive public spokesperson for the Association; and facilitate communication between Board members - including arranging for needed Board meetings. The President shall collect information, investigate and advise regarding reports of Association members who do not adhere to the Code of Ethics, Constitution and Bylaws. If the President is unable to personally perform these duties, the President shall clearly designate another Board member to conduct these tasks in the President's place. The President shall have the duties and powers normally pertinent to the office of the President in addition to those particularly specified in these Bylaws.

Section 3.2.  Vice President

The Vice President shall assist the President when and where possible. The Vice President shall serve as Parliamentarian. The Vice President shall have the duties and exercise the powers of the President in case of the President’s death, absence or incapacity.

Section 3.3.  Secretary

The Secretary shall keep a written record of all meetings of the Association and of the Board and of all matters of which a record shall be ordered by the Association; shall have charge of the correspondence, including but not limited to:

a. Notifying members of meetings and events;

b. Notifying new members of their election to membership;

c. Keeping a roll of the members of the Association with their addresses, phone numbers, and e-mail;

d. Accept membership applications and issue membership
cards;

e. Preparing, printing, and mailing official Association ballots;

f.  Notifying Officers and Directors of their election to office;

g. In the death, absence or incapacity of the President and Vice President, carrying out the duties and exercising the powers of the President; carrying out other such duties as prescribed in these Bylaws.

Section 3.4. Treasurer

The Treasurer shall collect and receive all monies due or belonging to the Association. Monies shall be deposited in a bank designated by the Board, in the name of the Association. The books shall at all times be accurate, up to date, and open to inspection by the Board. A report shall be given at every meeting of the condition of the Association’s finances and every item of receipt or payment not before reported. At the annual meeting, an accounting shall be rendered of all monies received and expended during the previous fiscal year.  In the event of the resignation, death or expulsion of the Treasurer, all monies and account books of the Association shall be handed over to the Board of Directors until the office of Treasurer is filled. The President shall sign all checks during this interim period.

Section 4.  Vacancies

Any vacancies occurring on the Board or among the offices during the year shall be filled until the next annual election by a majority vote of all the then members of the board at its first regular meeting following the creation of such vacancy, or at a special Board meeting called for that purpose, 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.  Compensation

The members of the board shall serve without compensation for time or labor but may be compensated for reasonable and necessary expenses, after request is approved by the Board.

ARTICLE V - ELECTIONS

Section 1.  Annual Election

The election of Officers and Directors shall be conducted by secret written ballot, except that if no nominations are received by the Secretary as provided in Article V, Section 2.4, no ballot will be necessary. In this case, the persons selected by the Nominating Committee will be declared elected by the Secretary at the annual meeting of the Association. If additional nominations have been made as provided in Article V, Section 2.4, the Chairperson of the Tally Committee shall report the results of the election at the annual meeting. The nominated candidate receiving the greatest number of votes for each office or position on the board shall be declared elected.

Section 2.  Nominations

No person may be a candidate for an office or position on the Board who has not been nominated. Nominations cannot be made at the annual meeting or in any manner other than as provided in this section

Section 2.1   Nominating Committee

Before  August 15th, the Board shall select a Nominating Committee, consisting of three members and one alternate, all members in good standing, none of which shall be a member of the current Board of Directors. The Board shall name one member of the committee to serve as Chairperson, who shall be responsible for setting times and dates for Committee meetings and for reporting results to the Association Secretary. The Nominating Committee may conduct its business in person or by use of mail, fax, telephone or other electronic communication, provided that all decisions must be confirmed in writing to all members of the Committee within 10 days.

Section 2.2.  Tally Committee

At the same time it selects a Nominating Committee, or immediately before submitting a proposed amendment to the Constitution or Bylaws to the Secretary, the Board of Directors shall select three Association members, living within reasonable driving distance of one another, to serve as the Tally Committee, in the event that it becomes necessary to hold an election or vote on a proposed amendment to the Constitution and Bylaws, and count ballots. The Board shall name one member of this Committee as Chairperson, who shall receive all mail-in ballots and who shall report the results of the election to the Association Secretary.

Section 2.3.  Candidates

The Nominating Committee shall nominate from among the eligible members of the Association, one candidate for each office and for each other position on the Board of Directors and shall procure acceptance of each nominee. The Committee should consider geographical representation of the membership when selecting nominees to the extent that it is practicable to do so. No person shall be nominated for more than one position, with the exception of, if a nominee agrees, when the nominating committee procures acceptance of the nomination, he/she can be nominated as both secretary and treasurer. The Committee shall submit its slate of candidates to the Secretary not later than September 1st. The Secretary shall mail the list, including the full name of each candidate and the state in which the candidate resides, before September 15th, so that members may make additional nominations, if they so desire.

Section 2.4.  Additional Nominations

Additional nominations of eligible members may be made by written petition signed by ten percent of the Association members in good standing, addressed to the Secretary and received at the Secretary’s regular address on or before September 30th, accompanied by a written acceptance of the nomination from each additional nominee. No person shall be nominated for more than one position, except from the secretary/treasurer position (see section 2.3. Candidates).

1. If no valid additional nominations are received by the Secretary on or before October 15, the Nominating Committee’s slate of candidates shall be declared elected at the time of the annual meeting and no balloting will be required.
   

2. If one or more valid nominations are received by the Secretary on or before October 15th, the Secretary shall mail to each member in good standing a ballot listing in alphabetical order all of the nominees for each position, together with an envelope addressed to the Chairperson of the Tally Committee. Ballots may be mailed with the March/April newsletter.

Section 2.5.  Counting The Ballots

Ballots must be returned by U.S. mail to the Chairperson of the Tally Committee not later than May 1st. Ballots postmarked after that date shall be invalid. The Chairperson shall set a meeting time for the Tally Committee as soon as practicable after May 1st and a place convenient to all committee members, at which meeting the committee shall count the ballots. The Chairperson shall report the election results to the Association Secretary not later than June 1st.  All ballots and the envelopes in which they were received shall be given to the Secretary who shall keep them for two years as part of the Association’s official records. The ballots should be kept until the next election.

Section 2.6.  Election Results

Election results will be announced by the Secretary at the annual meeting of the Association.

Section 2.7.  Change of Officers and Board Members

The newly-elected Officers and Board members shall take office at the conclusion of the annual meeting at which they were elected. Each retiring Officer and Board member shall turn over to his/her successor in office all properties and records relating to that office within 30 days after the election.

ARTICLE VI – CONTRACTS, LOANS, CHECKS

Section 1.  Contracts

The Board may authorize any Officer, agent or employee to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association.

Section 2.  Loans

No loan shall be contracted on behalf of the Association, and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 3.  Checks, Drafts, etc

All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Association shall be signed by the Association Treasurer, or such agent or employee of the Association and in such a manner as shall from time to time be determined by the Board.

ARTICLE VII - COMMITTEES

Section 1. Appointing Committees

The Board shall each year appoint such standing Committees as needed to advance the operation of the Association or to aid the board on particular projects. Such Committees shall always be subject to the final authority of the Board.

Section 2. Terminating Committee Appointments

Any Committee appointment may be terminated by majority vote of the full membership of the board upon full written notice to the appointee, and the board may appoint successors to those persons whose service has been terminated. 

ARTICLE VIII - DISCIPLINE

Section 1. Charges

Any member may proffer charges against a member for alleged misconduct prejudicial to the best interests of the Association or the breed. Written charges with specifications must be filed in duplicate with the Secretary together with a deposit of $25.00, 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 actions alleged in the charges, if proven, might constitute conduct prejudicial to the best interests of the Association or the breed. If the Board considers that the charges do not allege prejudicial conduct, the Board may refuse to entertain jurisdiction. If the Board entertains jurisdiction of the charges, it shall fix a date for a hearing by 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 respondent may personally appear in his/her own defense and bring witnesses if he/she wishes.  ‘Appear’ can also mean inclusion in a Board conference call.

Section 2. Board Hearing

The Board shall have complete authority to decide whether counsel may attend the hearing, but both complainant and respondent shall be treated uniformly in that regard. Should the charges be sustained after hearing all the evidence and testimony presented by complainant and respondent, the Board may by a majority vote of those present suspend the respondent from all privileges of the Association for not more than six months from the date of the hearing. If the Board deems that punishment insufficient, it may also recommend to the membership that the penalty be expulsion. In such case, the suspension shall not restrict the respondent’s right to appear before his fellow members at the ensuing Association meeting which considers the board’s recommendation. Immediately after the board has reached a decision, its finding shall be put in written form and filed with the Secretary. The Secretary, in turn, shall notify each of the parties of the Board’s decision and penalty, if any.

Section 3. Expulsion

Any member who shall disregard the Code of Ethics will be subject to suspension or expulsion from the Danish Swedish Farmdog Club of America in accordance with the Constitution and By-Laws of the Club. Expulsion or suspension of a member from the Association may be accomplished only at the annual meeting of the Association following a Board hearing and upon the Board’s recommendation as provided in Section 3 of this Article. The respondent shall have the privilege of appearing in his or her own behalf though no evidence shall be taken to this meeting. The President shall read the charges, and the findings and recommendations, and shall invite the respondent, if present, to speak on his/her own behalf. The meeting shall then vote by secret written ballot on the proposed expulsion. A 2/3 vote of those present and voting at the meeting shall be necessary for expulsion. If expulsion is not so voted, the suspension shall stand.

ARTICLE IX - AMENDMENTS

Section 1. Proposing Amendments

Amendments to the constitution and bylaws may be proposed by the Board of Directors.

Section 2. Publishing Proposed Amendments

Proposed amendments must be mailed and include the recommendations of the board. The Secretary shall mail to each member in good standing a ballot listing all proposed amendments, together with an envelope addressed to the Chairperson of the Tally Committee. Ballots may be mailed with a club newsletter. The same ballot form may be used for proposed amendments as for the annual election of Officers and Board members.

Section 3. Voting Procedures

Proposed amendments to the Constitution and Bylaws may be included on the same ballot used for the annual election of Board members. Ballots shall be returned, counted, and results announced in accordance with the procedures outlined in Article V, Sections 2.5 and 2.6. The favorable vote of 2/3 of the members in good standing who return valid ballots within the specified time limit shall be required to effect such a proposed amendment.

ARTICLE X - DISSOLUTION

The Association may be dissolved at any time by the written consent of not less than 2/3 of the members in good standing. In the event of the dissolution of the Association, whether voluntary or involuntary or by operation of law, other than for purposes of reorganization, none of the property of the Association nor any proceeds thereof nor any assets of the Association shall be distributed to any members of the Association, but after payment of the debts of the Association, its property and assets shall be given to a charitable organization for the benefit of dogs selected by the Board.

ARTICLE XI – ORDER OF BUSINESS

Section 1. Association Meetings

At meetings of the Association, 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 President
Report of Secretary
Report of Treasurer
Reports of Committees
Election of Officers and Board (at annual meeting in odd-numbered
years)
Unfinished business
New business
Adjournment

Section 2. Board Meetings

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

Roll Call
Reading of minutes of last meeting
Report of Secretary
Report of Treasurer
Reports of Committees
Unfinished business
Election of new members
New business
Adjournment

ARTICLE XII – PARLIMENTARY AUTHORITY

The rules contained in the current edition of “Robert’s Rules of Order, Newly Revised,” shall govern the Association 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 Association may adopt.

ARTICLE XIII – CERTIFICATION

We hereby certify that the foregoing Constitution and Bylaws, consisting of  16  pages, including this page, constitute the Bylaws of the Association, duly adopted by its Board of Directors at a meeting properly noticed and held, and at which a quorum was present on the May 1, 2007.