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Constitution & Bylaws

The GSPCO was Incorporated by the State of Oregon in 1958

GERMAN SHORTHAIRED POINTER CLUB OF OREGON

CONSTITUTION AND BYLAWS

CONSTITUTION

ARTICLE I

Name and Objectives

SECTION I. The name of the Club shall be: The German Shorthaired Pointer Club of Oregon.

SECTION II. The objectives and purpose of the Club shall be:
To encourage and promote the quality in purebred German Shorthaired Pointers and to do all possible to bring their natural qualities to perfection.

To urge members and breeders to accept The Standard of the Breed as the standard of excellence by which German Shorthaired Pointers shall be judged. The Standard of the Breed, as set forth by the Parent Club (the German Shorthaired Pointer Club of America) is approved by the American Kennel Club, Inc.

To do all in its power to protect and advance the interest of the breed and encourage sportsmanlike competition at dog shows, field trials, hunting tests, obedience trials, and other sanctioned events.

To conduct sanctioned or licensed specialty shows, field trials, hunting tests, obedience trials and agility trials or any other sanctioned or licensed events according to the rules of the Parent Club (the GSPCA) and the American Kennel Club.

SECTION III. 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.

SECTION IV. 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.

BYLAWS

ARTICLE I

Membership

SECTION I. Eligibility:
A. There shall be three (3) types of memberships open to persons 18 years of age or older who are in good standing with the American Kennel Club and who subscribe to the purposes of this Club: Regular, Household and Honorary Life.

B. While membership is to be unrestricted as to residence, the Club’s primary purpose is to be representative of the breeders and exhibitors in its immediate area. Regular — Enjoys all privileges of the Club including voting and holding office. Household — Enjoys all privileges of the Club including voting (up to two (2) votes per household unit) and holding office. Honorary Life — Conferred in recognition of outstanding or longtime service to the Club. They are entitled to all privileges of the Club but are not required to pay dues. They can be nominated by any member in good standing but they must be elected at a regular meeting by a majority of those present at such meeting.

Regular and Household members shall pay a membership fee as voted upon by the membership as set forth in Section II, Paragraph C, upon application for membership and shall contribute annual dues. Failure of a member to pay the yearly dues shall be cause for removal from membership and forfeiture of all rights to membership unless the member is reinstated by majority vote of the Board of Directors or re-admitted to membership upon a new application.

Regular members in good standing whose dues are paid for the current year and Honorary Life members shall be entitled to one (1) vote at any meeting at which such individual member is present.

Household memberships shall be entitled to up to two (2) votes per unit at any meeting at which two such individuals from that unit are present.

SECTION II. Dues
A. Dues are payable on or before the first day of the Club’s fiscal year.

B. The Treasurer shall send to each member a statement at least thirty (30) days before the Club’s fiscal year end.

C. The amount of the annual dues may be changed by a recommendation of the Board of Directors and by a majority vote of those in attendance at a regular meeting of which notice of the proposed dues change has been given.

SECTION III. Election to Membership
Each applicant for membership shall apply on a form approved by the Board of Directors and which shall provide that the applicant agrees to abide by the Constitution and Bylaws of the GSPCO and rules of the American Kennel Club and the GSPCA. The application shall state the name, address and occupation of the applicant. One (1) year’s membership dues shall accompany the application.

Applicants may be elected at any meeting of the Club or of the Board of Directors; and each application shall be acted upon at the first meeting to occur after the filing of said application with the Treasurer. Favorable votes of a majority of the members in attendance at a meeting of the Club shall be required to elect an applicant. Favorable votes of a majority of the Board of Directors present at a meeting of the Board shall be required to elect an applicant. After membership or board vote, application will be retained on file by the Secretary.

Applicants for membership who have been rejected by the Club may not reapply within six (6) months after such rejection, for reasons other than an incomplete application.

SECTION IV. Termination of Membership
Memberships may be terminated by resignation. Any member in good standing may resign from the Club upon written notice to the Secretary. No member may resign when in debt to the Club until such debts are paid.

Nonpayment of dues will result in termination of membership. April 1st is the deadline for termination from nonpayment of dues.

Memberships may be terminated by expulsion as provided in Article VI of these Bylaws. ­
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ARTICLE II

Meetings and Voting

SECTION I. Club Meetings
Meetings of the Club shall be held at a time, date and location designated by the Board of Directors. Written notice shall be mailed at least seven (7) days prior to the date of each meeting.

Meetings shall be considered both general Club meetings and board meetings. To carry out business there must be a quorum of fifteen percent (15%) of the membership or a majority of the board present.

If a meeting is to be canceled, written notice shall be mailed at least four (4) days before the meeting or a majority of the Club members shall be called by the Secretary informing them of the cancellation.

SECTION II. Special Club Meetings
Special Club meetings may be called by the President, or by a majority vote of the members of the Board who are present and voting at any regular or special meeting of the Board. Special Club meetings shall be called by the Secretary upon receipt of a petition signed by five (5) members of the Club who are in good standing. Such special meetings shall be held at a central location within the greater Portland/Salem area designated by the person authorized to call such a meeting (the President or the Secretary). Written notice of such meetings shall be mailed 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 of the special meeting, and no other Club business may be transacted at that meeting. The quorum for such meetings shall be fifteen percent (15%) of the members in good standing.

SECTION III. Board Meetings
The first meeting of the Board of Directors shall be held after January 1st of their new term year. Other meetings of the Board of Directors shall be held at such times and places as are designated by a majority vote of the entire Board. Written notice of each such other meetings shall be mailed by the Secretary to each member of the Board at least ten (10) days prior to the date of the meeting. If a quorum is not present, all questions discussed at the meeting shall be submitted to all members of the Board for vote by mail, and a favorable vote of a majority of the Board shall be required for adoption.

SECTION IV. Special Board Meetings
Meetings of the Board of Directors shall be held within the greater Portland/Salem area designated by the person authorized to call such a meeting (the President or the Secretary). Written notice of such meetings shall be mailed by the Secretary at least five (5) days and not more than ten (10) days prior to the date of the meeting. Said notices shall state the purpose of the Special meeting, and no other Club business may be transacted at that meeting. The quorum for such meetings shall be a majority of the Board.

SECTION V. Quorum
Proposals may be presented and discussed at a meeting lacking a quorum but voting must be postponed until the next meeting when a quorum is present. If the topic is one of urgency, a Special Board Meeting shall be called according to the guidelines above and a two-thirds (2/3) vote of the attending Board members is needed to pass or adopt a proposal.

SECTION VI. Voting
Each member in good standing whose dues are paid for the current year shall be entitled to one (1) vote at any meeting of the Club at which he is present. Proxy voting will not be permitted at any Club meeting or election.

A majority of those voting in any meeting where there is a quorum as defined in Sections I-IV above will pass a motion.

ARTICLE III

Directors and Officers

SECTION I. Board of Directors
A. The Board shall have as members the following: President, Vice President, Secretary, Treasurer, plus three (3) other persons, one to be the immediate Past-President; and two others who shall be elected for one (1) year terms at the Club’s annual meeting. General management of the Club’s affairs shall be entrusted to the Board of Directors with the President, Vice President, Secretary or the Treasurer having the authority to represent the organization in contractual obligations. Directors and Officers shall serve until their successors are elected.

SECTION II. Officers
A. 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.

The President shall preside at all meetings of the Club and the Board, and shall have the duties and powers normally appurtenant to the office of President in addition to those specified by these Bylaws.

C. The Vice President shall have the duties and exercise the powers of the President in case of the President’s death, absence or incapacity.

D. The Secretary shall keep a record of all the meetings of the Club and of the Board, and of all matters of which a record shall be ordered by the Club. The Secretary shall have charge of correspondence, notify members of meetings, notify new members of their election to membership, 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.

E. The Treasurer shall collect and receive all moneys due or belonging to the Club. The Treasurer shall be charged with the custody and dispersing of the funds of the Club, as authorized by the Board of Directors. The books shall at all times be open to the inspection of the Board. The Treasurer shall keep a record of the members and shall assume the responsibility of the collection of the annual dues for the regular and household members. The Treasurer shall within the time fixed by the Board, make a report to the Board of all delinquencies. Moneys shall be deposited in a bank designed by the Board, in the name of the Club. Only one (1) checkbook will be issued. The authorized signatures shall be the Treasurer, President and Field Trial Chairman. (Notation: There can be three (3) signers if Bank permits. If Bank only allows two (2) signatures then President and Treasurer will be the signers.) A report shall be given at each meeting of the condition of the Club’s finances and every item of receipt or payment not before reported. Within 90 days of the close of the fiscal year a complete financial statement shall be rendered showing all receipts and disbursements and balances as disclosed by the books for the previous fiscal year. A cost accounting system will be used with the departments being: Field Trial, Show, Hunting Test and Club Expenses, plus others as designated by the Board. The Treasurer also has such other duties as are prescribed by these Bylaws.

SECTION III. Vacancies
Any vacancies occurring on the Board, or among the offices during the year shall be filled until the next annual election by the majority vote of all the then members of the Board at its first regular meeting following the creation of such vacancy, or at a Special Board Meeting called for that purpose; except that a vacancy in the office of the President shall be filled automatically by the Vice President and the resulting vacancy in the office of the Vice President shall be filled by the Board.

ARTICLE IV

The Club Year, Annual Meetings, Elections

SECTION I. Club Year
The Club’s fiscal year shall begin on the first day of January and end of the last day of December.

SECTION II. Annual Meeting
The annual meeting shall be held in the month of November at which time the Directors and Officers for the ensuing year shall be elected by secret ballot from among those nominated in accordance with Section III of this Article. They shall take office immediately on January 1st and each retiring officer shall turn over to his successor in office all of the properties and records relating to that office by January 1st.

SECTION III. Nominations
At the September meeting each year, the Board of Directors shall appoint a Nominating Committee of three (3) members, specifying the member who is to be Chairman.

It shall be the duty of the Nominating Committee to nominate one (1) or more candidates for each office and secure their approval to serve.

The Club Secretary shall be notified by mail of the Nominating Committee’s report by October 15th.

The Club Secretary will notify each Club member by mail of the selection made by the Nominating Committee not later than October 31st.

Additional nominations may be made from the floor at the annual meeting, but may be made only from those members who were not nominated by the Nominating Committee or who declined such nomination as above provided. However, no person who had declined the Committee’s nomination may be nominated from the floor for the same position.

SECTION IV. Elections
The nominated candidates receiving the greatest number of votes for each office shall be declared elected.

ARTICLE V

Committees

SECTION I. The Board may each year appoint standing committees to advance the work of the Club in such matters as dog shows, field trials, hunting tests, obedience trials, annual awards, membership and other areas which may be served by committees. Such committees may also be appointed by the Board to aid it on particular projects. Each standing committee shall develop Standards of Practice (SOP) which will define the duties and goals of that committee. The President shall designate the chairperson of each committee. Such committees shall serve at the pleasure of the Board and the chairperson shall report at each regular meeting of the Club.

SECTION II. Any committee member appointed may be terminated by a majority vote of the Board upon written notice to the appointee; and the Board may appoint successors to those persons whose services have been terminated.

ARTICLE VI

Discipline

SECTION I. American Kennel Club Suspension
Any member who is suspended from the privileges of The American Kennel Club shall automatically be suspended from the privileges of this Club for a like period.

SECTION II. Charges
Any member may prefer charges against a member for alleged misconduct prejudicial to the best interest of the Club or the breed. Written charges with the specifications must be filed in duplicate with the Secretary together with a deposit of $20.00 (Twenty dollars), which shall be forfeited if such charges are not sustained by the Board following a hearing. The Secretary shall promptly notify the Board, which shall meet to determine whether the actions alleged in the charges, if proven, might constitute conduct prejudicial to the best interests of the Club. If the Board considers that the charges, even if proven, do not allege conduct which would be prejudicial to the best interests of the Club, it may refuse to entertain jurisdiction. If the Board decides that the actions alleged in the charges, if proven, might constitute conduct prejudicial to the best interests of the Club, it shall fix a date of a Board hearing not less than three (3) weeks nor more than six (6) weeks thereafter. The Secretary shall promptly send one (1) copy of the charges to the accused member by registered mail, together with a notice of the Board hearing and an assurance that the defendant may personally appear in his own defense and bring witnesses if he so desires.

SECTION III. Board Hearing
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. Should the charges of conduct prejudicial to the best interests of the Club be sustained, after hearing all the evidence and testimony by the complainant, and the defendant, the Board by a majority vote of those present may 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 is insufficient, it may also recommend to the membership that the penalty be expulsion. In such case, the suspension shall not restrict the defendant’s right to appear before his 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 the penalty, if any.

SECTION IV. 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 III of this Article. Such proceedings may occur at a regular or special meeting of the Club of which the defendant has notice, but no sooner than 28 (twenty-eight) days after the date of the board’s findings and recommendations. The defendant shall have the right and privilege of appearing in his own behalf, though no evidence shall be taken at that meeting. The President shall read the charges and the Board’s findings and invite the defendant, if present, to speak on his own behalf if he so chooses. The meeting shall then vote by secret ballot on the proposed expulsion. A two-thirds (2/3) vote of those present and voting at the meeting shall be necessary for expulsion. If the expulsion is not so voted, the Board’s suspension shall stand.

ARTICLE VII

Amendments

SECTION I. Amendments to the Constitution and Bylaws may be proposed by the Board of Directors or by written petition addressed to the Secretary and signed by at least twenty percent (20%) of the membership in good standing. Amendments proposed by such petition shall promptly be 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 the proposal was received by the Secretary.

SECTION II. The Constitution and Bylaws may be amended by a two-thirds (2/3) vote of the members present and voting at any regular or special meeting called for that purpose, provided the proposed amendments have been included in the notice of the meeting, and mailed to each member at least two (2) weeks prior to the date of the meeting.

ARTICLE VIII

Dissolution

SECTION I. The Club may be dissolved by the written consent of not less than two-thirds (2/3) of the members. In the event of the 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 or any assets of the Club shall be distributed to any members of the Club. 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 I. At meetings of the Club, the order of business, so far as the character and nature of the meeting shall permit, shall be as follows:

Roll Call
Minutes of last meeting
Report of President
Report of Secretary
Report of Treasurer
Reports of Committees
Election of Officers and Board (at annual meeting)
Election of new members
Unfinished business
New business
Adjournment

SECTION II. At meetings of the Board, the order of business, unless otherwise directed by majority of vote of those present, shall be as above.

ARTICLE X

Parliamentary Authority

SECTION I. The rules contained in the current appropriate 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

Indemnification of Directors and Officers

SECTION I Each Director or Officer, or former Director or Officer, of the Club and his legal representatives, shall be indemnified by the Club against liabilities, expenses, counsel fees and costs reasonably incurred by him or his estate in connection with, or arising out of, any action, suit, proceeding or claim in which he is made party by reason of his being, or having been, such Director or Officer, provided, that in no case shall the Club indemnify such Director or Officer with respect to any matters as to which he shall be finally adjudged in any such action, suit or proceeding to have been liable for negligence or misconduct in the performance of his duties as such Director or Officer. The indemnification herein provided for, however, shall apply also in respect of any amount paid in compromise of any such action, suit, proceeding or claim asserted against such Director or Officer (including expenses, counsel fees and costs reasonably incurred in connection therewith), provided the Board of Directors of the Club shall have first approved such proposed compromise settlement and determined that the Director or Officer involved was not guilty of negligence or misconduct; but in taking such action, any Director involved shall not be qualified to vote thereon. In determining whether or not a Director or Officer was guilty of negligence or misconduct in relation to any such matters, the Board of Directors may rely conclusively upon an opinion of independent legal counsel.