CONSTITUTION and BYLAWS
GREAT PYRENEES CLUB OF CANADA
February 28, 2003
Name. The name of the Club shall be the GREAT PYRENEES CLUB OF CANADA and shall hereinafter be referred to as the CLUB.
Location. The geographical boundaries of the CLUB shall be within the borders of Canada.
Logo. The logo, an impression of which is reproduced below, shall be the official logo of the CLUB.
Objectives. The objectives of the CLUB shall be;
a. to provide the public with information on the Great Pyrenees Standard, temperament and characteristics of the breed,
b. to research and develop educational and resource material for distribution, on the health, care, upbringing and training of the Great Pyrenees,
c. to encourage and promote quality in the breeding of purebred Great Pyrenees and to do all possible to bring their natural qualities to perfection,
d. to urge members and breeders to accept the standard of the breed as approved by The Canadian Kennel Club as the premier standard of excellence,
e. to impress on members, and the public, the importance of adhering to responsible breeding and ownership practices,
f. to encourage the organization of independent local Great Pyrenees Specialty Clubs in those locations where there are sufficient fanciers if the breed to meet the requirements of The Canadian Kennel Club,
g. to acquaint Great Pyrenees fanciers with the objectives, services, and activities of the CLUB, and encourage them to membership,
h. to assist and engage in activities intended to further the interests of the CLUB, such as educational programs, committee development, conducting sanctioned and approved events under the rules of The Canadian Kennel Club, abiding by the principles of the Canadian Kennel Club Code of Ethics, Specialty shows, and to liaison with other Great Pyrenees fanciers and organizations,
i. to collect, preserve and publish data relating to the history of the Great Pyrenees breed in Canada,
j. to recognize the abilities and achievements of individual members, Great Pyrenees (as companions, livestock guardians, and/ or as show dogs), and of other organizations concerned for the welfare of all dogs,
k. to adopt and adhere to a Code of Ethics to promote and foster the highest standards among owners and breeders, and
l. to do all in its power to protect and advance the interest of the breed and to encourage sportsmanlike competition and cooperation at conformation shows, field trials and tests, obedience trials and at all times.
The CLUB shall not be conducted or operated for profit and no part of any profits or remainder or residue from dues or donations to the CLUB shall inure to the benefit of any member or individual.
The members of the CLUB shall adopt and may from time to time revise such Bylaws as may be required to carry out these objectives.
MEMBERSHIP – INDIVIDUAL
Eligibility. Membership shall be limited to those persons interested in furthering the objectives set forth in the Constitution, who are in good standing with the Canadian Kennel Club, and who agree to abide by the Constitution, Bylaws, Code of Ethics, and other legal instruments of the CLUB.
No person shall be eligible for, or continue to enjoy membership who is under suspension or expulsion by the Canadian Kennel Club, or a Regional Great Pyrenees Affiliate Club, or who has been convicted of cruelty to animals.
Classes. There shall be three (3) types of individual members as follows;
a. Associate Members. Associate members shall be those persons who have paid the prescribed fee and who have been elected to membership in accordance with the Bylaws, ARTICLE 4, SECTION 1. Associate members shall not vote at any meeting, nor hold a position on the Executive Council, nor vote in any election or referendum.
b. Active Members. Active members shall be those persons who have paid the prescribed fee, subscribe to uphold the Code of Ethics, and who have held Associate membership in the CLUB for a period of one calendar year. A formal application for Active membership is not required. Active members, who are Resident in Canada, shall be eligible to vote and stand for election.
c. Honorary Members. Honorary members shall be Active members in good standing who have been elected to an Honorary membership in accordance with the Bylaws, ARTICLE 1, SECTION 3. Honorary members are entitled to all privileges of the CLUB and are not required to pay membership fees.
Honorary Memberships shall be bestowed on any Active member who has performed a distinguished service within the CLUB, whose contributions are deemed to be in the best interest of the CLUB, whose interests are with and for Great Pyrenees, and who is elected according to the following guidelines;
a. Candidate must be nominated by three (3) members in good standing and of at least five (5) years continuous membership, by written petition addressed to the Secretary.
b. The name of the candidate shall be submitted to the Board of Directors for thorough consideration. If candidate is approved by a majority vote of the Board, the candidate?s name shall be submitted to the membership, with a resume of why the candidate is being considered, to be elected by membership ballot.
c. To qualify for Honorary membership, the candidate must have been an Active member for at least a ten (10) year period; or, in the case of extreme meritorious circumstances, an Active membership of at least five (5) years.
d. The maximum number of Honorary members that the CLUB may elect in any one year shall be one (1) for each twenty-five (25) members in the CLUB.
MEMBERSHIP – REGIONAL CLUBS
The CLUB shall recognize all groups of Great Pyrenees fanciers who collect together to form a Club with a Constitution whose objectives parallel those of the CLUB, who elect officers, who agree to the provisions of the CLUB’s Constitution, Bylaws, and conditions of membership, and who pay the prescribed fee.
Regional Clubs shall be assigned geographical boundaries, which will determine each Regional Club’s jurisdiction and field of operation.
No two Regional Clubs shall operate within the same geographical boundaries.
Membership shall be limited to those Regional Clubs interested in furthering the objectives set forth in the Constitution and who agree to abide by the Constitution and Bylaws, and conditions as set out in the membership application.
Regional Club memberships shall be for such Great Pyrenees Clubs in Canada who have paid the prescribed fee; whose name has been published in the official CLUB communique; who have held Associate membership for a period of one year.
At least two (2) members on the Executive of each of the Regional Clubs must be members of the National CLUB.
MEMBERSHIP – CANADIAN KENNEL CLUB REQUIREMENTS
The President, Vice President, Secretary and Treasurer, as well as all Directors, of all recognized clubs and those seeking official recognition must be residents of Canada and Canadian Kennel Club members in good standing. Directors must reside in the area that they represent. The names and offices held by these members must be reported to the Canadian Kennel Club annually when renewing CLUB recognition together with a copy of any change to the current Constitution and Bylaws of the CLUB.
MEMBERSHIPS – GENERAL
New memberships and renewals shall be sent to the Secretary who will, after recording same, submit the applications to the newsletter editor who will insure the publication of these person(s) names in the official CLUB communiqué. The membership shall be accepted, or renewed, if no written opposition has been received by the Secretary from any member in good standing in the CLUB within sixty (60) days from the date the communiqué was mailed.
Notification of opposition to membership shall be provided to the applicant who shall have the right to give written rebuttal. The Board of Directors shall review both sides of the case and shall notify, in writing, all parties directly concerned of their decision. Refusal of new membership, or renewals, shall necessitate a 2/3 majority vote of the Board of Directors.
a. The form for renewal of CLUB Affiliates will require a list of officers, but the signature of the
Director only. New affiliates will require all signatures.
b. The renewals for Club Affiliates will be mailed, by registered mail, with a return reply card on November 01 or the closest mailing day.
c. Individual renewals will be sent out November 01, or the closest mailing day, as separate billing, not as a form attached to the newsletter.
d. Members agree to abide by this Constitution and Bylaws and the rules of The Canadian Kennel Club, thereby making it unnecessary to resubmit the same agreement year after year. Once an Associate member has become an Active member he/she is only required to pay the yearly dues, by the due date.
e. Wallet-sized individual membership cards will be mailed to members prior to February 15 of each CLUB year.
f. New members will be required to fill out the standard (current) form of application for membership.
Membership fees for the following CLUB year shall be determined by the members at the Annual General Meeting of the CLUB.
Membership dues are for the period of January 01, in any year, to December 31 of the same year or any part thereof and are payable by the 1st day of each year.
Family memberships. The membership fee for the Family category will be less than that of two individual membership fees.
The amount of the membership fee for the Family category will be set each year at the Annual General Meeting of the CLUB
Membership in the CLUB may be terminated if;
a. a CLUB member notifies the Secretary in writing of their intent to resign, or
b. membership fees are unpaid thirty (30) days following the beginning of the fiscal year. Any memberships paid after thirty (30) days following the beginning of the fiscal year, or prior to March 01 of that year, will revert to the status of Associate member thereby relinquishing their right to vote, or
c. an Associate, Active or Regional Club member has been expelled under ARTICLE 5.
Any member may prefer charges against a member for alleged misconduct prejudicial to the best interest of the CLUB or the breed.
Censorship or expulsion shall be the prerogative of the Board of Directors. Censorship of any severity may be imposed by a 2/3 majority vote. Expulsion will require the unanimous vote of the Board of Directors.
Final appeal or rejection of membership, censorship, or expulsion may be made by the person concerned upon payment of a ten (10) dollar fee to the Secretary.
A CLUB member in good standing with at least four (4) years consecutive membership in the CLUB shall be drawn from the list prepared by the Treasurer, by the President in the presence of two (2) witnesses. The person shall become the Reviewing Officer who will, in turn, randomly study the case and shall render a written judgement. The decision of the Review Board shall be final. Such a decision must have at least four (4) of the five (5) members in agreement and all the Review Board must sign the judgement. If such a majority cannot be reached, the case must be reappraised by a new Review Board until a decision can be rendered. All findings of a Review Board shall be published in the official CLUB communiqué.
Any CLUB member who is suspended, debarred, expelled or deprived of privileges from the privileges of The Canadian Kennel Club automatically shall be suspended from the privileges of this CLUB for a like period.
The affairs and business of the CLUB shall be managed and supervised by an Executive Council. The Executive Council may exercise such powers and perform such acts and duties appurtenant to the CLUB. The Executive Council will act in a manner relevant to the best interest of Great Pyrenees and will abide by the Constitution and Bylaws of the CLUB.
The Executive Council of the CLUB shall be comprised of the following;
a. Immediate Past President
c. Vice President
The Executive Council shall remain in office until;
a. they resign from the position, or
b. they are defeated in an election.
Executive Council members must be elected each two (2) years or win by acclamation.
The Board of Directors and the general membership shall nominate Officers and Directors for the next term from the Active membership list. Nominations of eligible members shall be made in writing addressed to the Electoral Officer and received at his/her regular address on or before the date stated on the nomination forms mailed to all members eligible to vote. Acceptance of the nominee signifying their willingness to be a candidate shall be acquired by an Electoral Officer, appointed by the Executive Council, and a nominee resume shall be published in the official CLUB communiqué before ballots are sent to the members. The Electoral Officer shall mail to each Active and Honorary member in good standing, who is eligible to vote, a ballot listing all of the nominees for each position in alphabetical order, with the names of the province or region in which they reside. All elections must be conducted by secret ballot and proxy voting shall not be permitted. Each voter, after marking his/her ballot shall return their ballot by mail to the Electoral Officer, who in turn shall check the returns against the list of members eligible to vote and shall certify the results of the voting which shall be announced (at the Annual Meeting or by written notification to all members).
If a member of the Executive Council is forced to resign, the Board of Directors shall appoint a replacement from the Active membership list for the balance of the resigned member’s term. This applies to all cases except the President, where the Vice President shall assume the duties of the President for the balance of the term and the Board of Directors will appoint a new Vice President.
EXECUTIVE COUNCIL DUTIES
The President shall be chief executive officer of the CLUB and shall have the normal powers and duties pertaining to the supervision and management of similar organizations, and
a. shall preside as Chair at all meetings of the CLUB and the Board of Directors,
b. coordinate and develop ideas and suggestions presented by the members, Directors, or other bodies into motions for the Board of Directors,
c. appoint members to the various committees approved by the Board of Directors,
d. prepare, develop, or coordinate all instruments necessary under the objectives of the Constitution for final approval by the Board of Directors,
e. respond, through the office of the Secretary, to all correspondence from members and the public,
f. insure liaison and communication channels are open between the CLUB and similar organizations around the world, and
g. recommend disciplinary action to the Board of Directors.
The Vice President shall have the normal powers and duties appurtenant to the President in the event of the President?s death, absence, or incapacity.
The Secretary shall attend all meetings of the CLUB and of the Board of Directors and record all facts and minutes of all proceedings in the books kept for that purpose, and
a. prepare any and all submissions to the CKC when approved by the Board of Directors and the members,
b. insure that decisions of the Board of Directors must be submitted in writing to voting Directors sixty (60) days prior to the decision deadline,
c. prepare and publish all reports on the activities of the CLUB during each year,
d. maintain an up to date membership list,
e. insure that Regional Clubs, Active and Associate CLUB members be notified sixty (60) days prior to the renewal date deadline that their membership fees are due, and
f. maintain an efficient organization to carry out the business of the CLUB.
The Treasurer shall collect and deposit all monies due, or belonging to, the CLUB in a bank approved by the Board of Directors, in a separate and independent bank account in the name of the CLUB and
a. all cheques drawn from the CLUB must have the signature of a minimum of two officers and naming the office,
b. the books shall at all times be open to inspection of the Board of Directors,
c. shall report to the Board of Directors at every meeting the condition of the CLUB?s finances and every item of receipt, and account of all monies received and expended during the previous fiscal year, and
d. insure that a financial statement is published at the end of each year.
BOARD OF DIRECTORS
The Board of Directors of the CLUB shall consist of the Executive Council together with a minimum of four (4) Directors representing a minimum of four (4) of the six (6) regions across Canada including a Director appointed by each Regional Club Affiliate. The duties and powers of the Board of Directors shall be those set out in the Bylaws of the CLUB.
Executive Council, Directors, Regional Club Directors, and members at large of the CLUB are indemnified for any costs, expenses, or liabilities necessarily incurred in connection with the defense of any action, suit, or proceeding in which they are made a party by reason of being or having been a member serving in an elected or appointed capacity. No member shall be indemnified when judged in the action or suit to be liable for negligence or misconduct in the performance of duty.
Should a vacancy occur on the Board, the Board may appoint a replacement from the Active membership list.
BOARD OF DIRECTORS DUTIES
The duties of the Board of directors shall be as follows;
a. to further the objectives and purposes set forth in the Constitution and Bylaws,
b. to maintain efficient communication between members of his/her region and the CLUB,
c. to duly consider, and conscientiously decide on, issues brought to its attention by the Executive Council, and
d. to develop policies, educational programs, standards, codes of ethics, awards and any other medium designed to promote Great Pyrenees and to enhance the reputation, credibility, and equity of the CLUB.
e. to appoint standing committees as required to advance the work of the CLUB in such matters as Conformation shows, Titleholders, awards, education and other fields which may well be served by committees. Such committees shall always be subject to the final authority of the Board. Ad hoc committees may from time to time be appointed by the Board to aid the Board in specific projects. Any committee appointment may be terminated by a majority vote of the Board upon written notice being sent to the appointee, and the Board may appoint a successor to the person whose services have been terminated.
APPOINTMENT OF DIRECTORS / REGIONAL CLUB REPRESENTATION
The representation, for the member?s Regional Club on the Board of Directors, shall be one delegate Director. Each such Director shall cast one vote on behalf of the Regional Club and shall assume responsibility for that vote.
Each Director shall be appointed and removed by means established by the Regional Club concerned.
Each Director shall be responsible for the means by which he/she votes and shall be accountable to the Regional Club members concerned on a basis established by the Regional Club concerned.
Each Director shall receive a copy of the official CLUB communiqué that will be distributed in a manner established by the Regional Club.
The Director must be a member of the National CLUB and must be a member in good standing of the Regional Club.
Amendments to the Constitution and Bylaws may be submitted to the Board of Directors by any member, or by special resolution adopted by the CLUB members in good standing present at the Annual General Meeting. The Secretary shall distribute to the members a notice to amend any bylaw, or to introduce a proposed bylaw, at least forty-five (45) days prior to the meeting at which the amendment, or proposed bylaw, is intended to be considered.
Board Submissions. The Board of directors, by unanimous vote, may accept the submission and amend the Constitution and Bylaws subject to the following procedure.
Notice of intention to amend the Constitution and Bylaws shall be sent to all CLUB members in good standing. Amendments to the constitution and bylaws or breed standard must have a two-thirds (2/3) vote of all eligible members. Voting must be by mail in ballots; proxies are not allowed.
If submissions are rejected by a majority vote, the person who submitted the amendments shall be duly notified.
Meeting Resolutions. Any member may submit a proposed amendment to the Constitution and Bylaws by resolution at the Annual General Meeting of the CLUB at which a quorum is present. Seventy-five (75) percent of all recorded votes from the membership present will be required to accept the proposed amendment for full membership balloting. Immediately after the meeting the Secretary shall send to each member in good standing a notice of intention to amend the Constitution and Bylaws. Amendments shall be in affect should a two-thirds (2/3) vote of all eligible members be received. Voting must be by mail in ballots; proxies are not allowed.
The accounting year for the CLUB?s activities, finances, and reporting shall be the calendar year (January 01 through December 31).
Notification of meetings of the Executive Council and the Board of Directors shall be set up by the President by mail thirty (30) days prior to the meeting date. Meetings shall be conducted by use of mail through the Secretary, electronic means, or telephone, on an individual basis.
All Executive Council meeting decisions shall be published by the Secretary.
A meeting of the general membership shall be called at the time of the annual CLUB Specialty.
The President shall be the prime contact and recording agent in individual meetings and all official communications shall be recorded.
At meetings of the CLUB, the order of business, so far as the character and nature of the meeting may permit, shall be as follows:
a. Roll call
b. Minutes of the last meeting
c. Report of the President
d. Report of Secretary
e. Report of Treasurer
f. Reports of Committees
g. Election of Officers and Board (at annual meeting)
h. Election of new members
i. Unfinished business
j. New Business
At meetings of the Board, the order of business, unless otherwise directed by majority vote of those present, shall be as follows:
a. Reading of the minutes of last meeting
b. Report of Secretary
c. Report of Treasurer
d. Reports of Committees
e. Unfinished business
f. Election of new members
g. New business
DISSOLUTION OF THE CLUB / TERMINATION OF MEMBERSHIP
The CLUB may be dissolved at any time by the violation of its own Constitution, the reduction in membership to less than ten (10) persons, or by providing to the CKC, written documentation signed by at least two-thirds (2/3) of the members of the CLUB who are in favour of this decision. In the event of the dissolution of the CLUB, by voluntary or involuntary means of action of law, none of the property of the CLUB, nor any proceeds thereof, nor any assets of the CLUB shall be distributed in any form to any members or to the members as a whole, but after payments of the debts of the CLUB, its property and assets shall be turned over to a charitable organization for the benefit of dogs. Such an organization shall be selected by the Board of Directors at the time of dissolution.
As approved by the Canadian Kennel Club, February 28, 2003 including all standing resolutions and amendments up to this date.
Karen L. Melanson