[Dated January 2023]
ARTICLE I: NAME and OBJECT
Section 1. The name of the Club shall be the Leonberger Club of America (LCA).
Section 2. The objects of the Club shall be:
- (a) to promote and encourage quality in the breeding of purebred Leonbergers;
- (b) encourage the organization of independent local specialty clubs in those localities where there are sufficient fanciers of the breed to meet the requirements of The American Kennel Club;
- (c) urge members and breeders to accept the standard of the breed as approved by the American Kennel Club (AKC) as the only standard of excellence by which Leonbergers shall be judged;
- (d) to do all in its power to protect and advance the interests of the breed, and to support educational and scientific programs relating to good health and sound breeding practices;
- (e) to conduct sanctioned matches, specialty shows, and companion and performance events under the rules and regulations of the American Kennel Club, and to further promote the special qualities of the breed by sponsoring working dog and other activities under the rules of the Leonberger Club of America;
- (f) to endorse the Member Practices document and ensure its usage;
- (g) to promote honesty, integrity, and fairness in all dealings
- (h) to promote a broad spectrum of social activities and opportunities, including non-competition events and activities, for all members; and,
- (i) to encourage cooperation and sportsman-like competition at all events held under AKC Rules and Regulations.
ARTICLE II: BUSINESS ORGANIZATION
Section 1. The Club shall be organized, operated, and registered as a not-for-profit corporation.
Section 2. The Club shall not be conducted or operated for profit and no part of the net earnings of the Club shall inure to the benefit of, or be distributable to its members, officers, directors, or other private persons except that the Club shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth above. Nor shall the Club endorse any privately produced activity, product, or publication.
Section 3. The members of the Club shall adopt and may from time to time revise such Bylaws as may be required to carry out these objects.
ARTICLE I: MEMBERSHIP
Section 1. Eligibility.
There shall be four (4) types of memberships; Regular, Foreign, Lifetime, and Junior:
- (a) Regular Membership. Open to all residents of the United States, eighteen (18) years or older, who are in good standing with the American Kennel Club and who subscribe to the purposes of this Club. Each such member shall have one (1) vote in all Club elections and meetings, and shall adhere to the required portions of the Member Practices (See, Section 6, below).
- (b) Foreign membership. Open to all non-residents of the Unites States, eighteen years or older, who are not under sanction by any AKC recognized national kennel club or affiliated organization. Such members are ineligible to hold office or vote.
- (c) Lifetime Membership. Automatically conferred upon any person who has received the Club’s highest honor, the Heinrich Essig Award (HEA), named after Heinrich Essig, a town counselor in the town of Leonberg, in what is now Germany, who tradition holds created the Leonberger breed in 1846, and was first presented to the LCA’s founders in 1994. The HEA is presented to individuals who have demonstrated sustained and exceptional dedication to the Club and/or breed over a period of at least five (5) years. Lifetime members shall have all rights of a Regular or a Foreign Member, depending upon their country of residency, pursuant to Sections 1(a) and (b), above.
- (d) Junior Membership. Open to any resident of the United States between 9 and 17-years-of age. Junior Members shall be entitled to all club privileges except voting and holding office, and shall be entitled only to the on-line version of the Club newsletter.
Section 2. Dues.
- (a) Amount. Dues shall be determined by the Board as to membership types listed in section 1(a)&(b), above, and shall be subject to ratification by two-thirds (2/3) secret vote of the general membership at the annual meeting. During the month of September, the Membership Chairperson shall send to each member a statement of their dues for the ensuing year, which shall be paid on or before December 31st. No member may vote whose dues are not current for the year. No dues fee shall be assessed as to the membership types listed in section 1(c) in recognition of the value of HEA recipients’ service to the Club and the breed, and as to 1(c) in recognition of the limited nature of such memberships.
- (b) Dues Payment Options. There shall be two dues payment options, Individual and Household, which shall be the same for Regular and Foreign Memberships:
- (1) Individual Membership Payment Option. Open to individuals, and includes a subscription to the Club newsletter, and
- (2) Household Membership Payment Option. Open to a maximum of two specific members who reside in the same household, without regard to actual family relationship. Household dues shall be at a reduced rate compared to the individual regular membership, but each household shall be entitled to only one Club newsletter.
Section 3. Election to Membership
Each applicant for membership shall apply on a form as approved by the Board of Directors and which shall provide that the applicant agrees to abide by the LCA Constitution & Bylaws, Member Practices, and the Rules and Regulations of the American Kennel Club and AKC’s Code of Sportsmanship. The application shall state the name and address of the applicant and it shall carry the endorsement of two (2) members in good standing. Applicants lacking one or both of the required may request assistance from the LCA Secretary in finding LCA members who may be willing to interview applicants and provide endorsements. The names will be published to the membership in the form of a record and, if no protest is filed within sixty (60) days of publication, membership will automatically be granted; except that any applicant who has previously been a member and resigned during an active disciplinary proceeding must first complete any previously suspended disciplinary proceedings prior to being eligible to re-apply for membership. Accompanying the application, the prospective member shall submit dues payment for the current year. Any member in good standing may protest the acceptance of a prospective member by setting forth their reasons to the Secretary in a written communication which must be received by the Secretary within the allotted sixty (60) days.
Such protests will be referred to a committee appointed by the Board of Directors. Upon completion of an inquiry, and after consideration of the facts developed, the committee will report its findings to the Board who will act upon the application. Two-thirds (2/3) of the entire Board shall be required to elect an applicant who has been protested. An application which has received a negative vote by the Board may be presented by one of the applicant’s endorsers at the next Annual Meeting of the Club and the membership may, by secret ballot, elect such applicant by a favorable vote of seventy-five percent (75%) of the members present.
Applicants for membership who have been rejected by the Club may not reapply within twelve (12) months after such rejection.
Section 4. Termination of Membership.
Membership may be terminated:
- (a) By resignation. Any member in good standing may resign from the Club upon written notice to the Secretary;
- (b) By lapsing. A membership will be considered as lapsed and automatically terminated if such member’s dues are not paid on or before the Thirty-first (31st) day of December. A member whose membership lapses may have one (1) year to re-apply for membership without need for the endorsement of two (2) members, as otherwise required under section 3, above. In no case may a person be entitled to vote whose dues are unpaid.
- (c) By expulsion. A membership may be terminated by expulsion as provided in Article VI of these Bylaws.
Section 5. Standing.
A member in good standing is defined as an individual who is not suspended by The American Kennel Club or the LCA, and whose dues for the year are already paid.
Section 6. Member Practices.
The Leonberger Club of America Member Practices are established in accordance with the objectives of the Club. Adherence to the mandatory portions of the Member Practices is required of all members, and adherence to the recommended practices is highly encouraged. A copy of the Leonberger Club of America Member Practices will be provided to all members.
ARTICLE II: MEETINGS AND NATIONAL SPECIALTY SHOW
Section 1. Annual Membership Meeting
The annual meeting of the Club membership shall be held the last Sunday in February each year, but need not be held in conjunction with the Club’s National Specialty Show. If the Board finds that this date presents a conflict or substantial inconvenience it may adjust the date of the Annual Membership Meeting to the Sunday before or after the last Sunday in February. In any event, the Secretary shall provide notice of the annual membership meeting to each member in the form of a record at least forty-five (45), and no more than sixty (60) days, prior to the date of the meeting. The quorum for all Club membership meetings shall be ten percent (10%) of the members eligible to vote pursuant to Article IV, Section 3, and present. Non-voting members do not count towards the determination of a quorum. The Secretary shall maintain an alphabetic list of members who are entitled to notice of the meeting pursuant to RCW 24.03A.405(6).
Section 2. Special Membership Meetings.
Special Membership Meetings. Special meetings of the Club membership may be called by the President or by a majority vote of the members of the Board who are present at a meeting of the Board, and may also be called by the Secretary upon receipt of a petition signed by ten percent (10%) of the members of the Club who are in good standing. Such a meeting shall be held at such a place, date, and time as may be designated by the Board of Directors. The Secretary shall provide notice in the form of a record no fewer than ten, and no more than sixty, days before the meeting date. The notice of the meeting shall state the purpose of the meeting and no other Club business may be transacted. The quorum for all Club membership meetings shall be ten percent (10%) of the eligible members in good standing and present. Non-voting members do not count towards the determination of a quorum. The Secretary shall maintain an alphabetical list of members who are entitled to notice of the meeting pursuant to RCW 24.03A.405(6).
Section 3. Board Meetings.
The first meeting of the Board shall be held immediately following the annual meeting of the membership. Other 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. Written notice of each such other meeting shall be transmitted by the Secretary in the form of a record to each member of the Board at least 48 hours prior to the date and time of the meeting.
Section 4. Board Business.
Business of the Board of Directors may be conducted by vote in a meeting, or without a meeting in the form of unanimous consent if the action is taken by all the members entitled to vote on the action, as evidenced by a record bearing the date of execution and describing the action taken, and the action is recorded by the Secretary and included in the Board’s next regular meeting minutes. A consent executed under this section has the same force and effect as a unanimous vote at a meeting duly called and held, and may be described as such. The quorum for a Board meeting shall be a majority of the Board. All Club business conducted by the Board of Directors must be commemorated by minutes, to be published in the next practical edition of the Club newsletter. Non-voting members do not count towards the determination of a quorum.
Section 5. Manner of Meeting
All meetings described in Sections 1-3, above, may be held in a specified location and/or through one or more means of remote communication through which members not physically present may participate in the meeting substantially concurrently, vote on matters submitted to the members, pose questions, and make comments. For any meeting at which one or more members may participate by means of remote communication.
Section 6. National Specialty Show.
The Club’s annual National Specialty Show, and associated events, shall be held in the time period beginning the first day of March through the last day of June each year at a place, date, and time designated by the Board of Directors, which shall be published to the membership at least six months in advance.
ARTICLE III: DIRECTORS and OFFICERS.
Section 1. Board of Directors.
- (a) Composition and Purpose. The business property, and general management of the affairs of this Club shall be entrusted to the Board of Directors. The Board shall be comprised of nine (9) members, all of whom shall be members in good standing and residents of the United States. There shall be three (3) Directors elected annually by expiring three (3) year terms and shall be filled as provided for in Article IV.
- (b) Term Limits. No Director may serve for more than two (2) successive three (3) year terms without remaining off the Board until the next annual meeting.
- (c) The Board shall have the sole power to select the Club’s officers, except that the AKC Delegate shall be elected directly by vote of the membership in conjunction with the annual election of Board members.
- (d) Board members shall be entitled to reimbursement for expenses incurred for travel and/or lodging in the conduct of club duties pursuant to such policy as may be adopted by vote of the membership; conducted pursuant to Article IV.
- (e) The Board shall adopt and maintain a conflict-of-interest policy.
Section 2. Officers.
The Club’s Officers shall be selected from among the current membership of the Board of Directors as follows: President, Vice President, Secretary, and Treasurer. The AKC Delegate may, but need not be, a current member of the Board of Directors. Each 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 be the chief executive officer of the Club. The President shall preside over all meetings of the Board and of the members. The President shall have general and active management of the business of the Club and shall see that the orders and resolutions of the Board are carried into effect. The President shall be a non-voting ex-officio member of all committees and shall have the general powers and duties of supervision and management usually vested in the office of President in addition to those particularly specified in these Bylaws.
- (b) The Vice President shall have the duties and exercise the powers of the President in the case of the President’s death, absence, or incapacity.
- (c) The Secretary shall keep a record of all meetings of the Club and of the Board and of all votes taken by ballot and of all matters of which a record shall be ordered by the Club. The Secretary shall have charge of all correspondence, notify members of meetings, notify new members of their election to membership and keep a roll of the members of the Club with their addresses with assistance from the Membership Committee, notify officers and directors of their election to office, keep a roll of the members of the Club with their addresses, and carry out such other duties as are prescribed in these Bylaws.
- (d) The Treasurer shall be responsible for all Club financial transactions, including collection of dues, and shall keep a detailed accounting of receipt and disbursements. The Treasurer shall be responsible for depositing Club funds in a bank approved by the Board in the name of the Club. Club books shall be open to the inspection of Board members at all times and there will be an annual audit of the books arranged by the Board of Directors. The Treasurer shall make a quarterly report to the Board of all financial activity ensuring during the previous three (3) months and an annual report to members of all money received and expended during the previous fiscal year. The Treasurer shall be responsible for preparing and filing financial reports with the state and federal revenue offices. The Treasurer and the Club President shall be bonded in such amount as the Board of Directors shall determine. In addition to bookkeeping duties, the Treasurer shall keep the Board of Directors and members aware of the health of the Club’s financial position, projecting expenses and income. The Board of Directors may, at its discretion, appoint or retain a qualified person to assist the Treasurer with the duties stated above.
- (e) The AKC Delegate shall serve a three-year term, and shall be the representative of the LCA to the AKC. The AKC Delegate shall take direction from the LCA Board of Directors. Among other duties, the Delegate shall report to the Club all actions and matters discussed at the AKC’s Quarterly Meetings.
Section 3. Vacancies.
Vacancies on the Board of Directors or among the officers shall be filled by appointment, made by the remaining directors, of a Club member who is otherwise qualified to sit on the Board. Each person so selected shall remain a director until the next Annual Election. However, a vacancy in the office of President shall be filled by the Board as provided above.
Section 4. Other non-officer positions.
The Board of Directors may create, and fill by appointment, other non-officer positions as necessary to further the work of the Club.
ARTICLE IV: The CLUB YEAR, NOMINATIONS, VOTING, and ELECTIONS
Section 1. Club Year.
The Club’s fiscal year shall begin on the first (1st) day of January and end on the thirty-first (31st) day of December. The Club’s official year shall begin immediately at the conclusion of the Annual Meeting and shall continue through the next Annual Meeting. The elected officers and directors shall continue through the next Annual Meeting. The elected officers and directors shall take office immediately upon the conclusion of the Annual Meeting, and each retiring officer shall turn over to their successor all properties and records relating to that office within thirty (30) days after the Annual Meeting.
Section 2. Nominations.
There shall be two (2) mechanisms for making nominations of candidates for the annual election of the Board of Directors and the AKC Delegate, as provided in subsections (a) and (b). Nominees must be members in good standing who have been members for two (2) years and have attended at least one (1) of the last two (2) general meetings. No member of the election or nominating committees may be nominated. All nominations must be received by the Chairperson of the Election Committee no less than forty-five (45) days prior to the annual meeting date.
- (a) Nominating Committee. A Nominating Committee shall be chosen by the Board of Directors at least ninety days before the Annual Meeting. The committee shall consist of three (3) members in good standing from different areas of the United States, none of whom serve on the current Board of Directors. The Board shall name a Chairperson for the Committee. The Nominating Committee shall nominate from among the eligible members of the Club, one candidate for each vacancy on the Board of Directors and the AKC Delegate, and shall procure the acceptance of each nominee so chosen. The Committee should consider geographical representation of the membership on the Board to the extent that it is practicable to do so. The Committee shall then submit its slate of candidates to the Secretary who shall transmit the Election Committee prior to the deadline for submitting nominations.
- (b) Additional Nominations. Additional nominations of eligible members may be made by transmitting the required nominee information to the Election Committee prior to the deadline for submitting nominations. Nominations so made must be accompanied by evidence signifying the willingness of each such nominee to be a candidate.
- (c) No Additional Nominations. If no additional valid nominations are received by the Election Committee by the deadline no balloting will be required, and the Nominating Committee’s slate shall be declared elected at the time of the Annual Meeting.
- (d) Nominations may not be made at the Annual Meeting or in any manner other than as provided above.
Section 3. Voting.
Voting shall be limited to Regular Members in good standing and Lifetime Members who reside in the United States. Voting for the annual election of the Directors and amendments to the Constitution and Bylaws, Member Practices and AKC Standard for the Breed, shall be decided by secret ballot pursuant to Article XII. Voting by proxy shall not be permitted. The Board of Directors may submit other specific questions for decision of the members by secret ballot. Balloting under this section shall be conducted substantially in accordance with the provisions of Section 4, below. Members who do not wish to vote electronically may opt out by giving notice in the form of a record to the Club Secretary no less than fourteen (14) days prior to the election voting deadline.
Section 4. Annual Election and Action by Ballot
The annual election for members of the Board of Directors and the AKC Delegate shall be conducted as follows:
If four (4) or more valid Board nominations are received by the Chairperson of the Election Committee forty-five (45) days prior to the annual meeting date, then the following procedures shall be followed:
Two types of Balloting Shall be Permitted: (i.) Balloting by mail. Mail in balloting shall be the default means of balloting in all instances where the Board of Directors does not specifically authorize electronic balloting pursuant to sub-section ii, below. (ii.) Balloting by electronic means. E-balloting shall be allowed for elections where the Board of Directors authorizes it, pursuant to Article XII, and shall be conducted by a Board-approved independent organization that specializes in electronic balloting.
- (a) As to either type of balloting stated above the Election Committee Chair shall:
- (1) Prepare a ballot listing all of the nominees in alphabetical order, and/or items being voted on, along with instructions for voting.
- (2) Obtain an alphabetical list of all current members eligible to vote pursuant to Article IV, Section 3, from the Membership Chair.
- (3) Prepare mailing, ballot, and return envelopes for mailing and ensure that the independent e-balloting organization has a substantially identical copy of the ballot and voting instructions.
- (4) Assemble the ballot(s) and instructions, ballot envelope(s), and return envelope; enclose them in the mailing envelope and mail them to each member on the Membership Chair’s list and, when applicable, ensure the independent e-balloting organization sends out e-ballots and instructions, no later than thirty (30) days prior to the date of the annual meeting.
- (b) To be valid, ballots must be received by the Secretary, or the independent e-balloting organization, at least five (5) days before the date of the annual meeting.
- (c) Upon timely receipt, the Secretary shall check the unopened returned election envelopes, and a list of names of members casting e-ballots provided by the independent e-balloting organization, against the Membership Chair’s list and certify the eligibility of each member casting a ballot.
- (d) Handling and Secrecy of Ballots. All persons handling and/or supervising the election shall preserve the security, integrity, and secrecy of the process.
- (1) Mail-in ballots. Three (3) Inspectors of Election shall be appointed by the Board of Directors prior to the general meeting. All Inspectors of Election must be members in good standing and not members of the Board, nor candidates on the ballot.
- (2) E-ballots. E-ballots shall be handled only by the independent e-balloting organization.
- (e) The Secretary (or the highest–ranking officer present) shall, prior to the Annual General Meeting, deliver the mail-in ballots, still sealed in the large envelope to the inspectors of Election. The Inspectors of Election shall unseal and count the ballots. E-ballots shall be received and counted only by the independent e-balloting organization. An official tally shall be submitted immediately to the Secretary (or highest–ranking officer present) to be announced at the Annual Meeting of the members.
- (f) The persons(s) receiving the largest number of votes shall be deemed elected to the available positions. If any nominee, at the time of the meeting, is unable to serve for any reason, such nominee shall not stand elected and the vacancy so created shall go to the person with the next highest number of votes or, if none, the vacancy shall be filled by the Board of Directors in the manner provided by Article III, Section 3.
- (g) As an alternative to the above, the Board may designate an outside professional firm to count the ballots when it deems that the circumstances warrant it.
- (h) In the event of a tie vote for AKC Delegate or the last board opening there will be a run-off election held within 30 days, with no new nominations being allowed. In the event of a tie vote after a run-off election, a coin toss will be utilized to break the tie.
- (i) Disposition of Election Ballots. Ballots shall be retained for 30 days, after which time if no challenge has been made to the election the ballots shall be destroyed.
ARTICLE V: COMMITTEES
Section 1. Committees.
The Board may each year appoint standing committees to advance the work of the Club in such matters as breeding, health, conformation shows, companion and performance events, trophies, annual prizes, membership, national events, awards for service to the Club and/or breed, and other fields which may well be served by committees. Special committees may also be appointed by the Board to aid it on particular projects. However, unless specifically renewed by vote of the board, all committee terms shall expire at the conclusion of the annual meeting, and the Board shall appoint committee members for the coming year according to such criteria as it may choose. All committees shall always be subject to the final authority of the Board.
Section 2. Committee Composition.
Any member in good standing may be appointed by the Board to a committee position. Committees shall consist of three (3) to seven (7) full voting members. Committees may also maintain as many as five (5) non-voting associate members. No person may serve on more than two (2) committees. No person may chair more than one (1) committee. The Board shall consider diversity of geographic representation in all committee appointments. No person may serve on a committee responsible for collecting, reviewing, and making recommendations on nominations for awards for service to the Club and/or breed who has not received the Heinrich Essig Award (See, Article I, Section 1(c), above).
Section 3. Termination.
Any committee appointment may be terminated by a majority vote of the full membership of the Board of Directors upon written notice to the appointee; and the Board may appoint successors to those persons whose service has been terminated.
Section 4. Committee Guidelines.
All committees are bound by the guidelines set forth by the Board of Directors.
Section 5. Attendance of Board Meetings.
Upon request, and adequate notice, Committee Chairs should attend Board meetings.
ARTICLE VI: DISCIPLINE
Section 1. American Kennel Club Suspension.
Any member who is suspended from any of the privileges of the American Kennel Club shall be automatically suspended from the privileges of this Club for a like period.
Section 2. Charges.
Any member may prefer charges against a member for alleged misconduct prejudicial to the best interests of the Club or the breed. Written charges with specifications must be filed in the form of a record with the Secretary together with a deposit of $20.00, which shall be forfeited if such charges are not sustained by the Board of Directors 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 Club or the breed. If the board concludes that the charges do not allege conduct which would be prejudicial to the best interests of the Club or the breed, it 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 (3) weeks, nor more than six (6) weeks thereafter. The Secretary shall promptly send a copy of the charges to the accused member in the form of a record together with a notice of the hearing and an assurance that the accused may personally appear in his or her own defense and present evidence, such as documents and witnesses, if he or she wishes.
Section 3. Board Hearing.
The Board of Directors shall have complete authority to decide whether counsel may attend the hearing, but both the complainant and accused shall be treated uniformly in that regard. Should the charges be sustained after hearing all of the evidence and testimony presented by complainant and accused, 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 (6) months from the date of the hearing. And, if it 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 accused’s right to appear before his or her fellow members at the ensuing club meeting which considers the Board’s recommendation. Immediately after the board has reached a decision, its findings 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. The Secretary shall also arrange for the findings to be published to the general membership consistent with RONR 12th, Section 9:26, or subsequent equivalent.
Section 4. Expulsion.
Expulsion of a member from the Club may be accomplished only at a meeting of the Club following a Board hearing and upon the Board’s recommendation as provided in Section 3 of 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 (30) days after the date of the Board’s recommendation of expulsion. The accused shall have the privilege of appearing on his or her own behalf, though no evidence shall be taken at this meeting. The President shall read the charges and the Board’s findings and recommendation, and shall invite the accused, if present, to speak on his or her own behalf if they wish. The members shall then vote by secret ballot on the proposed expulsion, which shall be administered by the Secretary. A two-thirds vote of those present and voting at the meeting shall be necessary for expulsion. If expulsion is not so voted, the Board’s suspension shall stand.
Section 5. Suspension of Proceedings due to Resignation of Accused.
If a member resigns membership in the Club during the course of a disciplinary proceeding against them the Club loses jurisdiction to consider the matter, and the proceedings are suspended. In such event the Secretary shall preserve all materials relating to said proceeding, so that the proceeding may be resumed should the former member ever re-apply for membership.
ARTICLE VII: AMENDMENTS
Section 1. Amendments.
Amendments to the Constitution and Bylaws, Member Practices, or Standard of the Breed may be proposed to the Board of Directors or by written petition addressed to the Secretary and signed by twenty percent(20%) of the members eligible to vote pursuant to Article IV, Section 3. Amendments proposed by such petition shall be promptly considered by the Board of Directors and must be submitted to the members, with the recommendation of the Board, by the Secretary for vote within three (3) months of the date when the petition was received by the Secretary.
Section 2. Procedure.
The Constitution and Bylaws, Member Practices, and the AKC Standard for the Breed may be amended at any time provided a copy of the proposed amendments have been provided in the form of a record by the Secretary to each member eligible to vote pursuant to Article IV, Section 3 on the date of mailing, accompanied by a ballot on which he/she may indicate his or her choice, for or against, the actions to be taken. Notice and balloting shall be done pursuant to Article XII. The notice shall specify a date not less than thirty (30) days after the date of mailing and electronic transmission, by which date the ballots must be returned to the Secretary and/or the Board designated independent e-balloting organization to be counted. A favorable vote of two-thirds (2/3) of the members eligible to vote pursuant to Article IV, Section 3, who return valid ballots within the time limit shall be required to affect any such amendment.
Section 3. Limitation.
No amendment to the Constitution and Bylaws, or to the AKC Standard for the breed, that is adopted by the Club shall become effective until it has also been approved by the Board of Directors of the American Kennel Club.
ARTICLE VIII: DISSOLUTION
The Club may be dissolved at any time by the written consent of not less than two-thirds (2/3) of the members in good standing. In the event of dissolution of the Club, other than for the purpose 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 shall be distributed to any members of the Club but, after payment of debts of the Club, its property and assets shall be given to a charitable organization for the benefit of dogs selected by the Board of Directors.
ARTICLE IX: ORDER of BUSINESS
Section 1. General Meeting.
At General meetings of the Club the order of business, so far as the character and nature of the meeting may permit, shall be as follows:
Minutes of Last Meeting.
Report of President.
Report of Secretary.
Report of Treasurer.
Reports of Committees.
Resolution of disputed membership applications.
Announcement of new board/officers.
Section 2. Board Meetings.
At meetings of the Board of Directors, the order of business, unless otherwise directed by majority vote of those present, shall be as follows:
Minutes of Last Meeting.
Report of President.
Report of Secretary.
Report of Treasurer.
Reports of Committees.
Election of New Officers.
ARTICLE X: PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Robert’s Rules of Order, Newly Revised, shall govern the Club in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any other special rules of order the Club may adopt.
ARTICLE XI: LOCAL LEONBERGER CLUBS
Consistent with the Constitution, Article I, Section 2(b), the authority to affiliate with local Leonberger Clubs shall rest with the Board, pursuant to such guidelines as they may establish for this purpose.
ARTICLE XII: ELECTRONIC COMMUNICATION AND VOTING
Section 1. Electronic Communication and Voting.
Official notices to the membership, and voting pursuant to Article IV, shall be in the form of a record, defined by RCW 24.03A.010 as follows:
“Record” means information inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. An electronic transmission not directly involving the physical transfer of a record in a tangible medium is a record only if:
- (a) It may be retained, retrieved, and reviewed by the sender and the recipient thereof; and
- (b) It may be directly reproduced in a tangible medium by the sender and the recipient thereof.
Section 2. Communication from Members to the Club
Official communication from members to the Club to be official, shall be in the form of a record.