The Pekingese Association, Inc.

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THE PEKINGESE ASSOCIATION, INC.

BY-LAWS

 

Article I

Membership

 

Section 1.  Membership in this organization shall be by invitation only.

 

  1. All  nominees for membership must be approved by the current Founding Members of The Club.
  2. By notice to the current Founding Members, a secret ballot will be posted listing all nominees for membership.
  3. If two (2) current Founding Members vote NO on any individual nominee, then said nominee will not be invited to join The Club.
  4. If there are no dissenting votes, then the nominee will be sent a letter of invitation to join The Club and upon payment of dues and receipt of the signed acceptance, said nominee will become a member of The Club.
  5. As a general rule of membership to The Club, each nominee for membership should have access to the internet.  Not having a personal internet address will not preclude a nominee from membership if said nominee can provide a Proxy email address whereby they can receive or send messages to The Club.
  6. An invited member must sign a copy of the Code of Ethics and agree to abide by the Constitution and By-laws.

 

Section 2.  Termination of Membership.  Memberships may be terminated:

 

  1. By resignation.  Any member in good standing may resign from The Club upon written notice to the Secretary.
  2. By lapsing.  A membership will be considered as lapsed and automatically terminated if such member’s dues remain unpaid sixty (60) days after the first (1st) day of the fiscal year.  In no case may a person whose dues are unpaid at the time of a specific meeting be entitled to vote.
  3. By expulsion.  A membership may be terminated by a majority vote of the current Founding Members.

 

 

Article II

Meetings

 

Section 1.  Annual Meeting and General Membership Business Meeting:

 

  1. The annual membership meeting of this organization shall be held on a date every year as determined by the board of directors.  The Secretary shall email to every member in good standing at his/her email address as it appears in the membership roll book in this organization a notice telling the time and place of such annual meeting.
  2. Regular meetings of this organization shall be held by telephone conference call.
  3. The presence of not less than 10% of the members shall constitute a quorum and shall be necessary to conduct the business of this organization.

 

Section 2.  Special Club Meetings:  Special meetings of this organization may be called by the president when he/she deems it for the best interest of the organization.  Notices of such meeting shall be emailed to all members at their email addresses as they appear in the membership roll book at least ten (10) days before the scheduled date set for such special meeting.  Such notice shall state the reasons that such meeting has been called, the business to be transacted at such meeting and by whom it was called.  At the request of 50% of the members of the Board of Directors or 20% of the members of the organization, the president shall cause a special meeting to be called but such request must be made in writing at least ten (10) days before the requested scheduled date.

 

No other business but that specified in the notice may be transacted at such special meetings without the unanimous consent of all present at such meeting.

 

 

Article III

Voting

 

At all meetings, except for the election of officers and directors, all votes shall be by voice.  For election of officers, ballots shall be provided and there shall not appear any place on such ballot that might tend to indicate the person who cast such ballot.

 

At any regular or special meeting, if a majority so requires, any question may be voted upon in the manner and style provided for election of officers and directors.

At all votes by ballot the chairman of such meeting shall, prior to the commencement of balloting, appoint a committee of three who shall act as “Inspectors of Election” and who shall, at the conclusion of such balloting, certify in writing to the Chairman the results and the certified copy shall be physically affixed in the minute book to the minutes of that meeting.

 

No inspector of election shall be a candidate for office or shall be personally interested in the question voted upon.

 

Article IV

Order of Business

 

  1. Roll Call.
  2. Reading of the Minutes of the preceding meeting.
  3. Reports of Committees.
  4. Reports of Officers.
  5. Old and Unfinished Business.
  6. New Business.
  7. Adjournments.

  

Article V

Board of Directors

 

The business of this organization shall be managed by a Board of Directors consisting of six (6) to nine (9) members, together with the officers of this organization. 

 

The directors to be chosen for the ensuing year shall be chosen at the annual meeting of this organization in the manner and style as the officers of this organization and they shall serve for a term of four (4) years.

 

The Board of Directors shall have the control and management of the affairs and business of this organization.  Such Board of Directors shall only act in the name of the organization when it shall be regularly convened by its chairman after due notice to all the directors of such meeting.  Fifty percent (50%) of the members of the Board of Directors shall constitute a quorum and the meetings of the Board of Directors shall be held and determined by the board.  All meetings of the Board of Directors may be held by telephonic conference calls.

 

Each director shall have one vote and such voting may not be done by proxy.

 

The Board of Directors may make such rules and regulations covering its meeting as it may in its discretion determine necessary.

 

Vacancies in the Board of Directors shall be filled by a vote of the majority of the remaining members of the Board of Directors for the balance of the year.

 

The President of the organization by virtue of his office shall be Chairman of the Board of Directors.

 

A director may be removed when sufficient cause exists for such removal.  The Board of Directors may entertain charges against any director.  A director may be presented by counsel upon any removal hearing.  The Board of Directors shall adopt such rules for this hearing as it may in its discretion consider necessary for the best interests of the organization.

 

Article VI

Officers

 

The officers of the organization shall be as follows:

 

President

Vice President

Recording Secretary

Corresponding Secretary

Treasurer

Four (4) to five (5) Directors

 

The President shall preside at all membership meetings.

            He shall by virtue of his office be Chairman of the Board of Directors.

            He shall present at each annual meeting of the organization an annual report of the work of the organization.

            He shall appoint all committees, temporary or permanent.

            He shall see all books, reports and certificates required by law are properly kept or filed.

            He may be one of the officers who may sign the checks or drafts of the organization.

            He shall have such powers as may be reasonably construed as belonging to the chief executive of any organization.

 

The Vice President shall in the event of the absence or inability of the President to exercise his office become acting president of the organization with all the rights, privileges and powers as if he had been the duly elected president.

 

The Recording Secretary shall keep a record of all meeting of the Club and of the Board of Directors, and of all matters for which a record shall be ordered by the Club.  He shall notify members of meetings, prepare an order of business for the use of the presiding officer, and carry out such other duties as are prescribed in these By-Laws.  His records shall be open to inspection by the Board of Directors without prior notice.

 

The Corresponding Secretary shall notify new members of their election to membership, notify Officers and Directors of their election to office, and carry out such other duties as are prescribed in the By-Laws.  His records shall be open to inspection by the Board of Directors at all times, without prior notice.

 

The Treasurer shall have the care and custody of all monies belonging to the organization and shall be solely responsible for such monies or securities of the organization.  He shall cause to be deposited in a regular business bank of trust company a sum not exceeding $10,000.00 and the balance of the funds of the organization shall be deposited in a savings bank except that the Board of Directors may cause such funds to be invested in such investments as shall be legal for a non-profit corporation in this state.

            He shall keep a roster of the members of the club with their addresses.

            He must be one of the officers who shall sign checks or drafts of the organization.  No special fund may be set aside that shall make it unnecessary for the Treasurer to sign the checks issued upon it.  Checks for over $500.00 must have two signatures.

            He shall render at stated periods as the Board of Directors shall determine a written account of the finances of the organization and such report shall be physically affixed to the minutes of the Board of Directors of such meeting.

            He shall exercise all duties incident to the Office of Treasurer.

 

Secretary may be divided into two offices:  Recording Secretary and Corresponding Secretary.  The offices of Secretary and Treasurer may be combined.  The Recording Secretary and Corresponding Secretary may be combined into one office of Secretary.

 

Officers shall by virtue of their office be members of the Board or Directors.

 

No officer shall for reason of his office be entitled to receive any salary or compensation, but noting herein shall be construed to prevent and officer or director for receiving any compensation from the organization for duties other than as a director or officer.

 

Article VII

Committees

 

All committees of this organization shall be appointed by the Board of Directors and their term of office shall be for a period of one year or less if sooner terminated by the action of the Board of Directors.

 

Article VIII

Dues

 

The dues of this organization shall be determined by the Board of Directors and shall be payable on June 1st of each calendar year.

 

Article IX

Amendments

 

These By-laws may be altered, amended, repealed or added to by an affirmative vote of not less than a majority vote of the current founding members.