|The GSPCO was Incorporated by the State of Oregon in 1958
GERMAN SHORTHAIRED POINTER CLUB OF OREGON
CONSTITUTION AND BYLAWS
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 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.
SECTION I. Eligibility:
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
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
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
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.
Meetings and Voting
SECTION I. Club Meetings
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
SECTION III. Board Meetings
SECTION IV. Special Board Meetings
SECTION V. Quorum
SECTION VI. Voting
A majority of those voting in any meeting where there is a quorum as defined in Sections I-IV above will pass a motion.
Directors and Officers
SECTION I. Board of Directors
SECTION II. Officers
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
The Club Year, Annual Meetings, Elections
SECTION I. Club Year
SECTION II. Annual Meeting
SECTION III. Nominations
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
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.
SECTION I. American Kennel Club Suspension
SECTION II. Charges
SECTION III. Board Hearing
SECTION IV. Expulsion
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.
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.
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:
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.
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.
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.