CONSTITUTION Adopted April 5, 1997 ARTICLE I - NAME AND OBJECTS Section 1. The name of the Club will be the Bearded Collie Club of Southern California Section 2. The objects of the Club will be: (a) to encourage and promote the health and general welfare of purebred Bearded Collies; (b) to offer educational opportunities to those seeking knowledge of the Bearded Collie; (c) to accept only members and breeders who accept the standard of the breed as approved by The American Kennel Club as the only standard of excellence of the Bearded Collie; (d) to do all in its power to protect and advance the interest of the breed by encouraging sportsmanlike competition at dog shows, obedience trials, tracking tests, herding trials, agility trials and other competitive events; (e) to conduct sanctioned and licensed specialty shows, matches, obedience trials, tracking tests, herding events and agility trials under the Rules and regulations of the American Kennel Club. Section 3. The Club will not be conducted or operated for profit and no part of any profits or remainder or residue from dues or donations to the Club will inure to the benefit of any member or individual. Section 4. The members of the Club will adopt and may from time to time revise such bylaws as may be required to carry out these objects. Section 5. Nothing herein contained will be construed to make this organization a partnership or to make any member, officer, or director of this organization personally responsible or liable under partnership law or otherwise for the acts, debts, defaults, or liabilities of any character what- so-ever of any other member, or of the organization. BYLAWS OF THE BEARDED COLLIE CLUB OF SOUTHERN CALIFORNIA ARTICLE I MEMBERSHIP Section 1. Eligibility There will be two types of membership. Any person who is in good standing with the American Kennel Club and who subscribes to the purposes of the Club may join one of the following: A . Full Membership b . Open to individuals, eighteen (18) years of age or older. Full Members will enjoy all the privileges of the Club, including voting and holding office. c . Applicants for individual memberships must attend two meetings or events before being granted full membership in the Club. B . Associate Membership a . Open to individuals, eighteen (18) years of age or older. Associate members will enjoy all the privileges of the Club, except voting or holding office. While membership is not restricted as to residence, the Club’s primary purpose is to be representative of the owners, breeders and exhibitors in the Greater Los Angeles area. Section 2. Dues A . Dues for each type of membership shall be set by the Board of Directors. B . Dues may not exceed $50.00 per year. C . Dues are payable on or before the last day of October each year. D . No member may vote or hold office whose dues are not current. E . During the month of October, each member will be sent a statement of membership dues for the ensuing year. Section 3. Election to Membership A . Each applicant for membership shall complete a Board- approved application form in which the applicant agrees to abide by the Constitution and Bylaws and rules of the American Kennel Club. B . In addition, each member and applicant for membership agrees to abide by the Code of Ethics as prescribed by the Bearded Collie Club of America. C . The application shall state the name, and carry the endorsement of one member in good standing. D . Accompanying the application, the prospective member shall submit dues payment for the current year to the Treasurer. All applications are to be filed with the Secretary. E . Applicants shall be voted in at a meeting of the Board of Directors, meeting in executive session, by a two-thirds vote of the Board Directors present and voting. The vote of individual Board members shall be kept confidential. F . An application which has received a negative vote by the Board may be presented by the applicant’s endorser at the next Club meeting and the members may elect such applicant by secret ballot with a favorable vote of 2/3 of the Full Members present and voting. Section 4. Termination of Membership Members may be terminated: A . By    resignation . Any member in good standing may resign from the Club upon written notice to the Secretary. No resigning member will be relieved of debt owed to the Club. The dues obligations are considered a debt to the Club and occur on the first day of the fiscal year. B . By   lapsing . A membership will be considered as lapsed and automatically terminated if such member’s dues remained unpaid 60 days after the first day of each fiscal year. In no case may a person be entitled to vote or hold office at any club meeting if dues are unpaid as of the date of that meeting. C . By    expulsion . Membership may be terminated by expulsion as provided in Article VI of these bylaws. ARTICLE II MEETINGS/NOTIFICATION AND VOTING Section 1. Annual Meeting A . The Annual Meeting place, date, and hour will be set by the Board of Directors. The Annual meeting will be in the month of December. B . Written notice of the Annual Meeting shall be given by the Secretary at least ten (10) days prior to the date of the meeting. C . All Club notices shall be sent either via the U.S. Postal Service or electronic mail in   accordance with current AKC policy. D . The quorum for such meeting shall be ten (10) percent of the Full Members in good standing. Section 2. Special Club Meetings A . Special Club meetings may be called by the President or by a majority vote of the Board of Directors who are present at a meeting or who vote by mail (fax or email). B . The Secretary shall notify the membership of a Special Club meeting upon receipt of a petition signed by five Full Members of the Club who are in good standing. C . Such special meetings shall be held in the Greater Los Angeles area at such place, date and hour as may be designated by the Board of Directors. D . Written notice of such meeting will be mailed or emailed by the Secretary at least five (5) days and not more than fifteen (15) days prior to the date of the meeting, and said notice shall state the purpose(s) of the meeting, and no other Club business may be transacted. E . The quorum for such special meeting shall be ten (10) percent of the Full Members in good standing. Section 3. Board Meetings A . Meetings of the Board of Directors shall be held at least four times per year, within the Greater Los Angeles Area in person, or via teleconference or videoconference at such hour and place as may be designated by the Board. B . Written notice of each such meeting shall be given by the Secretary at least five (5) days prior to the date of the meeting. C . Board meetings may be held via teleconference and/or video conference, provided that all participants can hear and speak to one another at the same time. D . The quorum for such a meeting shall be a majority of the Board. E . The Board can conduct its business via mail, electronic mail, conference call, or such other means agreed upon by the Board. Section 4. Special Board Meetings A . Special Meetings of the Board may be called by the President. B . The Board will be notified of a Special Meeting by the Secretary upon receipt of written request signed by at least three members of the Board. C . Such Special Meetings will be held within the Greater Los Angeles Area at such place, date and hour as may be designated by the person or persons authorized herein to call such meetings. Special Board Meetings may be held in person, via teleconference and/or video conference. D . Any such notice shall state the purpose(s) of the meeting, and no other business will be transacted. E . Mailing of such notice shall be deemed notice served. F . A quorum for such a meeting is a majority of the members of the Board. Section 5. E-Mail Notification A . Member notification of club meetings, including dues notices, minutes, newsletters, polling of members or notice of other Club business, and board members notification of board meetings and other Club business, may be communicated through email provided that the member or board member has signed an authorization agreeing to this method of communication. Such authorization, which is revocable, shall also release the Club from liability should the notification be received late or not received by the member or board member due to circumstances beyond the Club’s control. Section 6. Voting A . Each Full Member in good standing, whose dues are paid for the current year, shall be entitled to one vote at any Club Meeting or election. B . Proxy and mail-in voting will not be permitted at any Club meeting or election. Section 7. Waiver of Notice Attendance by a member at any meeting of the Club or of the Board of Directors will be deemed a waiver of notice by him/her of the time and place of such meeting. ARTICLE III DIRECTORS AND OFFICERS Section 1. Board of Directors The Board of Directors shall be comprised of the officers, two directors, and the Immediate Past President. A . The officers shall be President, Vice President, Secretary and Treasurer, all of whom shall be Full Members in good standing and all of whom shall be elected to a one-year term or until their successors are elected. The Immediate Past President shall serve in a non-voting advisory capacity. B . Directors shall be Full Members in good standing and elected for a one-year term or until their successors are elected. General management of the Club’s affairs will be entrusted to the Board of Directors. Section 2. Officers The Club’s officers, consisting of the President, Vice President, Secretary and Treasurer shall serve in their respective capacities, both with regard to the Club and its meetings and the Board and its meetings. A . The President shall: 2 . Preside at all meetings of the Club and of the Board, and will have the duties and powers normally appertaining to the office of President in addition to those particularly specified in these Bylaws. 3 . Be an ex officio member of all committees except the Nominating Committee. D . The Vice President shall: 5 . Exercise the duties of the President whenever the President will be absent, or unable or unwilling to act. 6 . Perform other duties as will, from time to time, be imposed on him/her by the President or the Board of Directors. G . The Secretary shall: 8 . Conduct club correspondence, notify members of meetings, and notify officers and directors of the election to office. 9 . Keep a record of all meetings of the Club and of the Board and of all matters of which a record is ordered by the Club. 1 0 . Keep and maintain a current master copy of the constitution and bylaws and all addenda and Standing Rules. 1 1 . Maintain the official membership roster. 1 2 . Perform other duties as will from time to time be imposed on him/her by the President or Board of Directors. M . The Treasurer shall: 1 4 . Collect and receive all monies due or belonging to the Club. 1 5 . Deposit monies in a bank account designated by the Board in the name of the Club. 1 6 . Maintain the books that shall be open at all times to inspection by the Board, and provide an oral report of the condition of the Club’s finances and every item of receipt or payment not before reported at every meeting. 1 7 . Submit a written report of the Club’s finances to the Board on a quarterly basis. 1 8 . Present at the annual meeting an accounting of all monies received and expended during the previous fiscal year. 1 9 . The Treasurer shall be bonded in such amount as the Board of Directors determines. Section 3. Vacancies A . Any vacancies occurring on the Board during the year shall be filled until the next annual meeting by a majority vote of all the remaining members of the Board at its first regular meeting following the creation of the vacancy, or at a Special Board Meeting called for that purpose. B . The Vice-President will automatically fill a vacancy in the office of President, and the Board will appoint a new Vice-President. Section 4. Indemnification A . Every Officer and Director of the Club shall be indemnified by the Club against all expenses and liabilities, including actual and reasonable counsel fees and amounts paid in settlement, incurred or imposed upon him/her in connection with any threatened, pending or completed action, suit or proceeding, whether civil , criminal, administrative or investigative, and whether formal or informal, to which he or she may be a party or in which he or she may become involved by reason of his/her being or having been an Officer or Director of the Club, whether or not he or she is an Officer or Director at the time such expenses are incurred, except as otherwise prohibited by law; provided that, in the event of any claim for reimbursement or indemnification hereunder based upon a settlement by the Officer or Director seeking such reimbursement or indemnification, the indemnification herein will apply only if the Board of Directors (with the Officer or Director seeking reimbursement abstaining) approves such settlement and reimbursement is being in the best interest of the Club. The foregoing right of indemnification will be in addition to, and not exclusive of, all other rights to which such Officer or Director may be entitled. B . At least ten (10) days prior to payment of any indemnification which it has approved the Board of Directors will notify all Club members thereof. C . The Board of Directors is authorized to carry Officers and Directors liability insurance covering the acts of the Officers and Directors of the Club in such amounts as it will deem appropriate. ARTICLE IV THE CLUB YEAR, ANNUAL MEETING, ELECTION Section 1. Club Year A . The Club’s fiscal year will begin on the first day of January and end December 31. B . The Club’s official year will begin on the first day of January and end December 31. Section 2. Annual Meeting and Election of Officers A . The Annual Meeting and the election of officers shall be held in the month of December at which Officers and Directors for the ensuing year will be elected by secret ballot from among those nominated in accordance with Section 4 of this Article. B . New Officers will take office beginning January 1, and each retiring Officer will turn over to the successor in office all properties and records relating to that office within 30 days after the election. Section 3. Elections A . The nominated candidate receiving the greatest number of votes for each office will be declared elected. B . In case of a tie, the attending Full Membership will be polled. The Board will select two tellers to handle the ballots. C . The Secretary will retain all ballots for ninety (90) days after the election. Section 4. Nominations A . No person may be a candidate in a Club election who has not been nominated. B . By August 30 th , the Board will select a Nominating Committee consisting of two members and one alternate member, not more than one of whom may be a member of the Board. A Club member may only be selected to serve on the Nominating Committee for one (1) term and is ineligible to serve in such capacity for the next one term. The Secretary will immediately notify the committee members and alternates of their selection. The Board will name a chair for the committee and it will be such person’s duty to call a committee meeting no later than October 31. C . The committee will nominate one candidate for each office and available position on the Board, and, after securing the written consent of each person so nominated, will immediately report their nominations to the Secretary in writing. D . Upon receipt of the Nominating Committee’s report, the Secretary shall, no later than November 15, notify the membership in writing of the candidates so nominated. Additional nominations may be made by written petition by any member in good standing and sent to the Secretary no later than November 30, which petition shall include a statement from the proposed candidate signifying a willingness to be a candidate. E . If no valid additional nominations are received by the Secretary by December 1, the nominated slate shall be declared elected at the Annual Meeting and no voting will be required. F . If one or more valid additional nominations are received prior to December 1, the Secretary shall prepare a ballot listing each candidate for office and bring them to the Annual Meeting. The presiding officer shall appoint a Tending Committee from members in good standing, and who are not candidates, to collect and tally the ballots. The candidate receiving the greatest number of votes shall be declared elected. G . Nominations cannot be made at the Annual Meeting or in any manner other than provided in this section. ARTICLE V COMMITTEES A . The Board may appoint standing committees to advance the work of the Club as appropriate, such as specialty shows, matches, obedience trials, herding, agility, membership and other fields which may well be served by committees. B . Such committees shall report to the Board. C . Committee appointments automatically expire on December 31 of each year or at the completion of the event or project unless specifically extended by the Board. All committee records and Club properties relating to that committee will be turned over to the Club at that time. ARTICLE VI DISCIPLINE Section 1. The American Kennel Club Any member who is suspended from any privileges of The American Kennel Club will automatically be suspended from the privileges of the Club for a like period. Section 2. Charges Any member may proffer charges against a member for alleged misconduct prejudicial to the best interest of the Club or the breed. A . Written charges, with specificity, must be filed in duplicate with the Secretary, together with a deposit of $50.00, which will be forfeited if such charges are not sustained following a hearing. B . The Secretary will promptly send a copy of the charges to each member of the Board or present the charges at a Board meeting, and the Board will first consider whether the actions alleged in the charges, if proven, might constitute conduct prejudicial to the best interest of the Club or the breed. C . If the Board considers that the charges do not allege conduct which would be prejudicial to the best interest of the Club or the breed, it may refuse to entertain jurisdiction. D . If the Board entertains jurisdiction of the charges, it will fix a date of a hearing by the Board not less than three (3) weeks nor more than six (6) weeks thereafter. The Secretary will promptly send one copy of the charges to the accused member by registered mail together with notice of the hearing and an assurance that the defendant may personally appear on his/her own defense and bring witnesses if he/she wishes. Section 3. Board Hearing A . The Board shall have complete authority to decide whether counsel may attend the hearing, but both complainant and defendant shall be treated uniformly in that regard. B . Should the charges be sustained after hearing all the evidence and testimony presented by the complainant and defendant, the Board may, by a majority vote of those present, reprimand or suspend the defendant from all privileges of the Club for not more than six months from the date of the hearing. C . If it deems that punishment insufficient, it may also recommend to the membership that the penalty be expulsion. In such case, the suspension will not restrict the defendant’s right to appear before his/her fellow members at the ensuing Club meeting which considers the Board’s recommendation. D . Immediately after the Board has reached a decision, its findings will be put in written form and filed with the Secretary. The Secretary will notify each of the parties of the Board’s decision and penalty, if any. Section 4. Expulsion A . Expulsion of a member from the Club may be accomplished only at the meeting of the Club following a Board hearing and upon the Board’s recommendation as provided in Section 3 in this Article. Such proceedings may occur at a regular or special meeting of the Club to be held within sixty (60) days, but not earlier than thirty (30) days after the date of the Board’s recommendation of the expulsion. B . The defendant will have the privilege of appearing on his/her own behalf, although no evidence will be taken at this meeting. C . The President will read the charges and the Board’s findings and recommendation, and will invite the defendant, if present, to speak in his/her own behalf if he/she wishes. D . The members present will then vote by secret written ballot on the proposed expulsion. E . A two-thirds vote of those Full Members in good standing present and voting at the meeting will be required for expulsion. If expulsion is not so voted, the Board’s suspension will stand. ARTICLE VII AMENDMENTS A . Amendments to the Constitution and Bylaws may be proposed by the Board of Directors or by written petition addressed to the Secretary, signed by twenty (20) percent of the Full Member in good standing via U.S. Postal Service or electronic mail. B . Proposed amendments will be promptly considered by the Board of Directors, and must be submitted to the members with recommendations of the Board by the Secretary for a vote within three (3) months of the date when the petition was received by the Secretary. C . The Constitution and Bylaws may be amended by a two- thirds secret vote of the Full Members present and voting at any regular or special meeting called for the purpose, provided the proposed amendments have been included in the notice of the meeting sent to each member at least two weeks prior to the date of the meeting. D . No amendment to the by-laws shall become effective until approved by the Board of Directors of the American Kennel Club. ARTICLE VIII DISSOLUTION A . The Club may be dissolved at any time, following written notice to the membership, and by the calling of a Special Meeting where the consent of not less than two-thirds of the Full Members present is required. B . In the event of the dissolution of the Club other than for purposes of reorganization, whether voluntary or involuntary or by operation of law, none of the property of the Club nor any proceeds thereof nor any assets of the Club will be distributed to any members of the Club, but after payment of the debts of the Club, its property and assets will be given to a charitable organization for the benefit of dogs, as selected by the Board of Directors. ARTICLE IX ORDER OF BUSINESS Section 1. Club Meetings The order of business, so far as the character and nature of the meetings may permit, will 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 Meetings only) Unfinished Business New Business Adjournment Section 2. Meetings of the Board of Directors The order of business, unless otherwise directed by a majority vote of those present, will be as follows: Reading of Minutes of last meeting Report of Secretary Report of Treasurer Reports of Committees Unfinished Business New Business Adjournment ARTICLE X PARLIAMENTARY AUTHORITY The rules contained in the current edition of Robert’s Rules of Order, Newly Revised, will govern the Club in all cases to which they are applicable and in which they are consistent with these Bylaws and any other special rules of order the Club may adopt. Bearded Collie Club of Southern California – Founded January 12, 1997 Constitution and Bylaws: Approved April 5, 1997 Amended April 11, 1999 Amended December 2, 2000 Amended April 13, 2003 Amended October 30, 2007 Amended April, 2009 Amended November, 2011 Amended February 24, 2014 / AKC approved 8/20/2014 Amended and approved by the voting members of the club 3/5/2021 ###