ACA Constitution & Bylaws

INDEX (Click to go to Article number)

BYLAWS OF AKITA CLUB OF AMERICA, INC.
A California Nonprofit Public Benefit Corporation
Amended December 2008

ARTICLE I - CORPORATE NAME AND PROVISIONS

SECTION 1. Name and Business Office. The name of this Corporation is AKITA CLUB OF AMERICA, INC. (ACA.) The principal office of the Corporation for its transaction of business shall be an address designated by the Board of Directors and may be changed at any time by a vote of the Board.

SECTION 2. Purposes of the Club.

A. The purpose of the Corporation is to ensure ongoing public benefit from purebred Akita dogs through programs and activities:

B. The specific purposes of the Corporation are:

(a) to encourage and promote quality in the breeding of purebred Akitas and to do all possible to bring their natural qualities to perfection;

(b) to encourage the organization of independent local Akita Specialty Clubs in those localities where there are sufficient fanciers of the breed to meet the requirements of The American Kennel Club;

(c) to urge members and breeders to accept the standard of the breed as approved by The American Kennel Club as the only standard of excellence by which the Akita shall be judged;

(d) to do all in its power to protect and advance the welfare and best interests of the breed and to encourage sportsmanlike competition at dog shows, obedience trials, agility trials, tracking tests or other events approved by The American Kennel Club for which Akitas are eligible;

(e) to conduct sanctioned matches, specialty shows, obedience trials, agility trials and tracking tests under the Rules and Regulations of The American Kennel Club or other events approved by The American Kennel Club for which Akitas are eligible;

(f) to disseminate accurate information about the Akita specifically and dog care in general and to educate the general public.

SECTION 3. Limitations. The property of this Corporation is irrevocably dedicated to social welfare purposes and no part of the net income or assets of this Corporation shall ever inure to the benefit of any director, officer or member thereof or to the benefit of any private person. Upon the dissolution or winding up of the Corporation, its assets remaining after payment or provision for payment, of all debts and liabilities of this Corporation shall be distributed to a nonprofit fund, foundation or Corporation which is organized and operated exclusively for either charitable or social welfare purposes, having established its tax exempt status under either Section 501(c)(3) or 501(c)(4) as applicable, for the benefit of dogs.

SECTION 4. Construction and Definitions. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Nonprofit Law shall govern the construction of these Bylaws. Without limiting the generality of the preceding sentence, the masculine gender includes the feminine and neuter, the singular includes the plural, the plural includes the singular, and the term “person” includes both a legal entity and a natural person.

ARTICLE II - MEMBERSHIP

SECTION 1. Eligibility. There shall be five (5) types of membership open to persons who are in good standing with The American Kennel Club and the Akita Club of America, Inc. and who subscribe to the ACA as set forth in the Restated Articles of Incorporation and these Bylaws.

(a) Individual membership. Open to persons eighteen (18) years of age and older. Individual membership enjoys all the privileges of the ACA, including the right to vote and hold office.

(b) Family membership. Two persons eighteen (18) years of age or older who reside in the same household and their minor children. Each adult is entitled to one vote but receives only one copy of any gratis ACA publication.

(c) International Membership. Open to all persons eighteen years (18) and older residing outside of the United States, who are interested in the breed and subscribe to the purposes of ACA. This type of membership pays full dues and offers all ACA benefits and participation. Notwithstanding the foregoing, however, International Members may not vote (with the exception of those International Members who were members in good standing as of the date that these Bylaws were adopted by the membership in accordance with Article VIII hereof), and no International Member may hold office.

(d) Honorary membership. Honorary Membership shall be upon the signed recommendation of one member, seconded by another member, and by a majority vote of the Board. Honorary membership may be conferred upon an individual who shall have rendered notable service to the ACA. An Honorary member shall be entitled to all the privileges of membership except voting or holding office unless the Honorary member is also a regular (Individual or Family) member.

(e) Junior membership. Open to persons 10 to 17 years of age. Junior members cannot vote or hold office. Upon reaching their 18th birthday, junior members may convert to Individual or Family membership.

(f) Akita Specialty Club membership. A local Akita Specialty Club wishing to become a Member Club must have definite geographical boundaries not conflicting with any other member club and must have twelve (12) or more members. It shall be in good standing with The American Kennel Club and the Akita Club of America, Inc. and expressly agree to be governed and bound by the Articles and Bylaws of the Akita Club of America, Inc., and it shall agree to incur no indebtedness on the part of the Akita Club of America, Inc. The ACA Board shall maintain Guidelines for specialty club membership applications and these shall be distributed to a candidate by the ACA Vice President, who shall provide all necessary regulations and details regarding applying for membership status. The specialty club shall send its completed membership application with organizing documents and Bylaws and the required dues to the Vice President of the Akita Club of America, Inc. [A specialty club must have about twenty (20) households of members in good standing to obtain a show license from The American Kennel Club.]

(g) ACA may refer to persons of the International, Honorary and Junior classes as "members," even though those persons are not voting members as set forth in Article II, Section 4 of these Bylaws, but no such reference shall constitute anyone as a member within the meaning of California Corporations Code Section 5056 unless that person or entity shall have qualified for a voting membership under Article II, Section 1-1, 2, 3 or 5 of these Bylaws. References in these Bylaws to "members" shall mean members as defined in Corporations Code Section 5056; i.e., the members of the class set forth in Article II, Section 1(4) of these Bylaws.

SECTION 2. Dues. Membership dues shall be set by the Board of Directors by November 15th of each year. Actual membership dues shall not exceed $80.00 for individual membership and shall be determined by the Board. Such change may only become effective beginning with the February 28 renewal date following the vote to implement such change. In any year when the Board has not changed the dues by November 15th, the dues from the previous year shall continue in effect. On or before January 2nd the Vice President shall send all members a statement of their dues for the ensuing year. The dues must be returned to the Vice President and postmarked on or before February 28 of the dues year or the membership will be lapsed and terminated in accordance with Article I Section 4b. No member whose dues are not paid for the current year may vote.

SECTION 3. Election to Membership. Each applicant for membership shall apply on a form as approved by the Board of Directors, which shall provide that the applicant agrees to abide by these Bylaws and the rules of The American Kennel Club. The application shall state the name, address, and occupation of the applicant and shall be endorsed by two members in good standing residing in separate households. Accompanying the application, the prospective member shall submit dues payment for the current year. The application with appropriate dues shall be submitted to the Vice President, who shall determine if it is in order and if so, shall promptly send the application to the Board for approval and the dues to the Treasurer.

(a) Applicants must be elected by the Board of Directors, either by two-thirds (2/3) vote at a meeting or unanimous written consent of the entire Board in accordance with Article 3, Section 4 of these Bylaws.

(b) Objections to membership and the investigation of the objection shall automatically be received and handled by the Board acting in Executive Session. A written objection with evidence of the allegation(s) shall be filed with the Corresponding Secretary, who shall promptly notify the Board of the objection. The Board may question the applicant and investigate the objection before voting on the applicant.

(c) An applicant who has received a negative vote by the Board may be presented by one of the applicant's sponsors at the next Annual Meeting of the ACA. Members may elect such applicant by secret ballot and a favorable vote of seventy-five percent (75%) of the members present. Persons denied membership may reapply no sooner than two (2) years after the date of the final vote (either Board or membership).

SECTION 4. Termination of Membership. Memberships may be terminated

(a) by resignation. Any member in good standing may resign from the ACA upon written notice to the Corresponding Secretary; but no member may resign when in debt to the Club. Dues obligations are considered a debt to the ACA, and they become incurred on the first day of January each year.

(b) by lapsing. A membership will be considered as lapsed and automatically terminated if such member's dues remain unpaid after February 28, however, the Board may grant up to an additional thirty (30) days of grace to such delinquent members in meritorious cases. In no case may a person whose dues are unpaid as of the date of that meeting be entitled to vote at any ACA meeting.

(c) by expulsion. A membership may be terminated by expulsion as provided in VII of these Bylaws.

(d) A person whose membership is suspended shall not be a member in good standing during the period of suspension.

SECTION 5. As used in these Bylaws, the term "member in good standing" shall mean 1) member who has not been suspended in accordance with the procedures outlines in Article VII (Discipline) of these Bylaws, or 2) a member who is not delinquent in the payment of dues or other sums owed to the ACA, or 3) a member who is not suspended by The American Kennel Club or Akita Club of America, Inc.

ARTICLE III - MEETINGS

SECTION 1. Annual Meeting. The Annual Meeting of the ACA shall be held on or between the dates of September 15th and November 15th in conjunction with the ACA Annual National Specialty Show at a place, date, and hour designated by the Board of Directors. Written notice of the Annual Meeting shall be mailed by the Corresponding Secretary to each member at least thirty (30) days and not more than 90 days prior to the date of the meeting. The quorum for the Annual Meeting shall be ten percent (10%) of the members in good standing. If less than one third (1/3) of the members in good standing are actually present at the annual meeting, the only matters that may be voted upon are matters of general nature stated in the above written notice.

SECTION 2. (a) 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 at a meeting of the Board or who by unanimous written consent and shall be called by the Corresponding Secretary upon receipt of a petition signed by five (5%) percent of members in good standing. Special meetings shall be held at such place, date, and hour as may be designated by the Board of Directors. Written notice of such meeting shall be mailed by the Corresponding Secretary at least fourteen (14) days and not more than thirty (30) days prior to the meeting. The notice of the meeting shall state the purpose of the meeting and no other club business may be transacted. The quorum for such a meeting shall be ten percent (10%) of the members in good standing.

(b) Calling Special Meetings: A special meeting called by any person (other than the Board) entitled to call a meeting shall be called by written request, specifying the general nature of the business proposed to be transacted, and submitted to the President or Corresponding Secretary of the club. The officer receiving the request shall cause notice to be promptly given to the members entitled to vote, by written noticed mailed by the Corresponding Secretary, stating that a meeting will be held at a specified time and date fixed by the Board, provided, however, that the meeting date shall be at least thirty-five (35) but no more than ninety (90) days after the receipt of the request. If the notice is not given within twenty (20) days after the request is received, the person or persons requesting the meeting may give the notice. Nothing in this section shall be construed as limiting, fixing, or affecting the time at which a meeting of members may be held when the meeting is called by the Board. (Reference: California Corporations Code §5511c mandates notice period)

SECTION 3. Board Meetings. The first meeting of the Board of Directors shall be held immediately following the election. 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 such other meetings shall be sent by the Corresponding Secretary to each member of the Board at least fourteen (14) days prior to the date of the meeting. The quorum for a Board meeting shall be a majority of the Board.

SECTION 4. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which quorum is present is the act of the Board, and hence of the Corporation, unless the Articles or these Bylaws require a greater number or provide otherwise. An action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to that action. The written consent or consents shall be filed with the minutes of the proceedings of the Board. The action by written consent shall have the same force and effect as the unanimous vote of the directors.

SECTION 5. Telephone Conference. Any meeting of the Board of Directors, regular or special, may be held by telephone conference or similar communication equipment, so long as all Directors participating in the meeting can hear one another, and all such Directors shall be deemed to be present in person at such meeting.

ARTICLE IV - DIRECTORS AND OFFICERS

SECTION 1. Board of Directors. The Board of Directors shall be composed of the President, Vice President, Corresponding Secretary, Recording Secretary, Treasurer, two (2) Directors at Large, and six (6) Regional Representatives, all of whom shall be residents of the United States. The Directors and Officers shall serve for two (2) year terms as provided in Article IV or shall
serve until their successors are elected. The Vice-President, Corresponding Secretary, two (2) Directors at Large and the Regional Representatives in even-numbered regions shall be elected in even-numbered years and the President, Treasurer, Recording Secretary and the Regional Representatives from odd-numbered Regions shall be elected in odd-numbered years.

Subject to the provisions and limitations of the California Nonprofit Public Benefit Corporation Law and any other applicable laws, and subject to any limitations of the Articles of Incorporation or Bylaws regarding actions that require approval of the members, the ACA’s activities and affairs shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board.
Individual members of the Board shall only use their title as a Director or Officer of the ACA and the ACA stationery in reference to ACA business.

(a) All directors shall have been members in good standing for four (4) years but not necessarily consecutive prior to nomination; and no more than one member of the same family living in the same household shall serve simultaneously on the Board.

(b) No member may be elected to serve on the Board of Directors for more than four (4) consecutive years and such member shall be ineligible for another Board position until two (2) years have expired between terms. The Board of Directors may appoint a member to fill a vacancy on the Board created by resignation, death, incapacity, removal or membership termination, and the serving of such uncompleted term prior to the next annual election shall not be counted in computing the four (4) year period described in the preceding sentence.

(c) A vacancy or vacancies in the Board of Directors shall be deemed to exist on the occurrence of any of the following: (a) the death, resignation or removal of a director; (b) an increase of the authorized number of Directors; (c) the declaration by resolution of the Board of a vacancy in the office of a director who has been declared of unsound mind by an order of court, convicted of a felony, or found by final order or judgment of any court to have breached a duty under Article 3 of Chapter 2 (commencing with Section 5230) of the California Nonprofit Public Benefit Corporation Law; (d) vote of the members of the Corporation to remove any director(s). Removal of a director for any reason other than those stated in this paragraph shall be governed by the provisions of the California Corporations Code for removal of directors without cause. Any or all officers may be removed from office at any time by the vote of a two-thirds vote of the Directors of the Corporation present and voting.

(d) Restriction on Interested Persons as Directors: No more than 49 percent of the persons serving on the Board may be interested persons. An interested person is (a) any person compensated by the Corporation for services rendered to it within the previous 12 months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director as director; and (b) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of such person. However, any violation of the provisions of this paragraph shall not affect the validity or enforceability of any transaction entered into by the Corporation.

SECTION 2. Officers and Directors. The ACA Officers and Directors consisting of the President, Vice President, Corresponding Secretary, Recording Secretary, Treasurer, Directors at Large, and Regional Representatives shall serve in their respective capacities both with regard to the ACA and its meetings and the Board and its meetings. The Directors shall carry out the duties of their office and such other duties as prescribed in these Bylaws. All Officers and Directors shall have the authority to make and vote upon motions in Board and ACA Meetings.

(a) The President shall preside at all meetings of the ACA and of the Board and shall have the duties and powers normally appurtenant to the office of President of a nonprofit corporation in addition to those specified in these Bylaws. The President shall be an ex-officio member of all committees and a voting member of all committees except the Nominating Committee.

(b) The Vice President shall have the duties and exercise the powers of the President in case of the President's death, absence, or incapacity. The Vice President is the ACA’s Membership Chairperson, and shall keep a roll of the members of the club with their addresses and class of membership.

(c) The Corresponding Secretary shall have charge of the correspondence, notify the Board and club members of their meetings, notify Officers and Directors of their election to office, and carry out such other duties as are prescribed in these Bylaws.

(d) The Recording Secretary shall keep a record of all meetings of the club and of the Board and of all votes taken by mail, FAX, E-Mail, or telephone calls and of all matters of which a record shall be ordered by the club, maintain a book of motions, 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 ACA and disburse all moneys payable by the ACA. Moneys shall be deposited in a bank approved by the Board and in the ACA’s name. The ACA’s financial transactions shall be recorded using standard accounting practices and procedures. The books shall at all times be open to inspection of the Board and a report shall be given quarterly on the condition of the ACA‘s finances and every item of receipt or payment not before reported. At the Annual Meeting an accounting shall be rendered of all moneys received and expended during the previous fiscal year. The Treasurer shall carry out such other duties as prescribed in these Bylaws. The Treasurer shall be bonded in such amount as the Board of Directors shall determine. All ACA checks over five hundred dollars ($500.00) shall have two authorized signatures, the first being that of the Treasurer and the second being that of either the President or of the Vice President or of the Corresponding Secretary.

(f) The Directors at Large shall be accessible to and whenever possible offer assistance and guidance to the membership in general. They shall present the membership's concerns and opinions to the Board. The two Directors at Large will reside in separate states from each other.

(g) The Regional Representatives shall be accessible to and whenever possible offer assistance and guidance to the membership of their region. They shall present their region's concerns and opinions to the Board. Regional Representatives shall reside within and be elected by the membership residing within the Region they represent. The regions shall be approximately equal with respect to the number of ACA members residing in each. The Board shall review the regional boundaries and adjust as necessary to ensure this at intervals of no less than five (5) or more than seven (7) years. The six (6) regions are: -Updated May 2020:

Region 1. Connecticut, Delaware, Maine, Maryland, Massachusetts, New Hampshire, New Jersey New York, Pennsylvania, Rhode Island, Vermont, Washington, D.C

Region 2. Alabama, Florida, Georgia, Mississippi, North Carolina, South Carolina, Tennessee, Virginia, West Virginia

Region 3. Illinois, Indiana, Iowa, Michigan, Minnesota, Missouri, Ohio,  Kentucky,  Missouri, Wisconsin

Region 4. Arkansas, Colorado, Kansas, Louisiana, New Mexico, Oklahoma, Texas

Region 5. Arizona, Idaho, Montana, Nebraska, North Dakota, South Dakota, Utah, Washington, Wyoming, Foreign Memberships

Region 6. Alaska, California, Hawaii, Nevada, Oregon and U.S. Territories and Possessions

(h) The Parliamentarian shall be appointed by the President with the approval of the Board of Directors and shall serve in an advisory capacity. The Parliamentarian shall upon request of the President or Board render advice based on the ACA’s Bylaws and Robert's Rules of Orders, Newly Revised.

(i) The American Kennel Club Delegate shall be elected at the same time as the election of the Officers and Directors by the ACA Club and shall serve a two (2) year term. The Delegate shall have been a member of the Corporation for four (4) years not necessarily consecutive, prior to appointment. The Delegate shall attend the four (4) American Kennel Club Delegates meetings per year, represent the ACA’s Board on issues the Board wishes to present to the American Kennel Club, act as liaison of the Akita Club of America, Inc. to the an American Kennel Club and present issues to the ACA’s Board that will require their direction and then vote accordingly.

SECTION 3. Vacancies. Any vacancies occurring on the Board among the Officers or Directors or in the AKC Delegate position during the year shall be filled for the remainder of the unfinished term by a majority vote of the remaining members of the Board, except that a vacancy in the office of President shall be filled automatically by the Vice President and the resulting vacancy in the office of Vice President shall be filled by the Board.

ARTICLE V - THE CORPORATION YEAR, VOTING, NOMINATIONS, ELECTIONS

SECTION 1. Corporation Year. The Corporation’s fiscal year shall begin on the first day of January and end on the last day of December. The ACA’s official year shall begin immediately at the conclusion of the National Specialty and shall continue through the next National Specialty. The elected Officers and Directors shall take office at the conclusion of the annual meeting but no later than November 15th following the election. Each retiring officer shall turn over to their successors in office all properties and records relating to that office within thirty (30) days after leaving office.

SECTION 2. Voting. At the Annual Meeting or at a special meeting of the ACA, voting shall be limited to those members in good standing who are present at the meeting, except for the annual election of Officers and Directors and amendments to the Articles of Incorporation, Bylaws, amendments to the breed standard, and the selection of annual national specialty judges [and Delegate to The American Kennel Club], which shall be decided by written ballot cast by mail. Voting by proxy shall not be permitted. The Board of Directors may decide to submit other specific questions for decision of the members by written ballot cast by mail.

Member Clubs shall cast one (1) vote on an issue presented at meetings or by mail. The vote of a Member Club shall be certified by the Member Club's Secretary as expressing the majority opinion of the Member Club. The Member Club may elect a member in good standing as a delegate to vote on its behalf at the Club's Annual Meeting.

SECTION 3. Annual Election. The election of Officers and Directors [and Delegate to The American Kennel Club, who may but need not be a Director or Officer of the ACA] shall be conducted by secret ballot. The Board shall designate an independent accounting firm to send, receive, count, and report the results of the balloting. The results of the balloting are to be reported to the Corresponding Secretary, who shall notify all candidates and the membership of the results.

The nominated candidate receiving the greatest number of votes for each office shall be declared elected on September 15th. If any nominee at the time of the election is unable to serve for any reason, such nominee shall not be elected and the vacancy so created shall be filled by the new Board of Directors in the manner provided by Article IV Section 3.

SECTION 4. Nominations and Ballots. No person who has not been nominated in accordance with these Bylaws may be a candidate in an ACA election. A Nominating Committee shall be chosen by the Board of Directors before March 15th of each election year. The Committee shall consist of three (3) members from different areas of the U.S.A. and two (2) alternates, all members being in good standing and no more than one (1) of whom may be a member of the current Board of Directors with the exception of the President, who shall not serve on the Nominating Committee. The Board shall name a chairperson for the Committee.

(a) The Nominating Committee shall nominate from among the members of the ACA who are in good standing and who have been members of the ACA for four (4) years but not necessarily consecutive prior to nomination. The Nominating Committee shall nominate one (1) candidate for each available office or position on the Board of Directors [and for the Delegate to The American Kennel Club] and shall procure the written acceptance of each nominee so chosen by April 15. The Committee shall then submit its slate of candidates to the Corresponding Secretary by April 15th, who shall mail, FAX, or E-mail the list, including the full name of each candidate and the name of the State in which he or she resides, to each member of the Club on or before May 15th so that additional nominations may be made by the members if they so desire.

(b) As to Officers, additional nominations of eligible members may be made by written petition addressed to the Corresponding Secretary and received on or before June 15th, signed by five (5) members in good standing, and accompanied by the written acceptance of each such additional nominee stating willingness to be a candidate. As to Regional Representatives, additional nominations of eligible members may be made by written petition addressed to the Corresponding Secretary and received on or before June 15th, signed by five (5) members in good standing from such nominee's respective Region, and accompanied by the written acceptance of each such additional nominee stating willingness to be a candidate. No person shall be a candidate for more than one (1) position [except for the additional position of Delegate].

(c) If no valid additional nominations are received on or before June 15th, the Nominating Committee's slate shall be declared elected and no balloting will be required.

(d) If one or more valid additional nominations are received on or before June 15th, the designated independent accounting firm shall on or before July 15th mail to each member in good standing on the ACA’s membership list provided by the Corresponding Secretary a ballot listing all of the nominees for each position in alphabetical order with the name of the states in which they reside together with a blank envelope and a return envelope addressed to the designated independent accounting firm marked "Ballot" and bearing the name of the member to whom it was sent.

So that the ballots may remain secret, each voter after marking the ballot shall seal it in the blank envelope which in turn shall be sealed in the second envelope addressed to the designated independent accounting firm and shall mail it to the designated independent accounting firm. Ballots to be valid must be received by the designated independent accounting firm on or before August 15th.

The designated independent accounting firm shall first check the returned envelopes against the list of the members eligible to vote as provided by the ACA’s Corresponding Secretary prior to opening the outer envelope and removing the blank envelope containing the vote.

The independent accounting firm shall certify that the votes counted were from the envelopes returned by the members on the list of those eligible to vote as provided by the Corresponding Secretary as well as the results of the voting, which the Corresponding Secretary shall announce to the membership September 15th.

All ballots shall remain in the custody of the independent accounting firm for a period of at least six (6) months after the election and then be destroyed by the independent accounting firm.

(e) Nominations cannot be made at the Annual Meeting or in any manner other than as provided above.

ARTICLE VI - COMMITTEES

SECTION 1. The Board may appoint standing committees to advance the work of the Club in such matters as dog shows, obedience trials (field trials), trophies, annual prizes, membership, and other fields which may well be served by committees. Such committees shall always be subject to the final authority of the Board. Special committees may also be appointed by the Board to aid it on particular projects.

SECTION 2. Special Committees. Special committees shall be appointed by the Board of Directors as the Board shall from time to time deem necessary to aid the ACA on particular projects or needs.

SECTION 3. Any committee appointment may be terminated by a majority vote of the full membership of the Board upon written notice to the appointee; and the Board may appoint successors to those persons whose service has been terminated.

ARTICLE VII - DISCIPLINE

SECTION 1. 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 2. Charges. The Club has the right to prescribe and enforce its membership standards and to investigate the character of its members and when a charge is filed, but only to the extent as may be necessary to enforce its standards. The Club has the right to establish guilt as affecting the Club’s judgment of a person's fitness for membership.

(a) The Board of Directors and any Board appointed investigating committees, comprised of at least one director, shall receive, discuss, and deal with any/all charges alleged within Executive Session. Any and all paperwork involved in a charge shall be marked “Confidential.” Any person who does not keep the issue confidential may be held personally liable and disciplinary action may be brought by the Board of Directors.

(b) Any member in good standing may prefer charges against a member for alleged misconduct prejudicial to the best interests of the ACA or the breed. A written charge with specifications and evidence must be filed in duplicate with the Corresponding Secretary together with a deposit of fifty dollars ($50.00,) which shall be forfeited if such charges are not sustained by the Board or a Committee following a hearing. The Corresponding Secretary shall promptly send a copy of the charge 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 might constitute conduct prejudicial to the best interests of the ACA or the breed.

(c) If the Board determines by an affirmative vote of two thirds (2/3) of the entire Board that the charges do not allege conduct which would be prejudicial to the best interests of the ACA or of the breed, it may refuse to entertain jurisdiction.

(d) If the Board by an affirmative vote of two thirds (2/3) of the entire Board determines to entertain jurisdiction of the charge, the President shall call a Special Board Meeting to appoint a Special Investigating Committee of not less than three (3) members in good standing at least one of whom shall be a Board member, who shall investigate the charge and report its recommendations to the Board, or the Board itself may be the Special Investigating Committee and themselves investigate the charge. The Corresponding Secretary shall promptly inform the accused member by certified mail of the action the Board has taken and that the matter is within Executive Session.

(e) In no instance shall the name of the member accused be published by the Club or its members in reference to the charge.

(f) The Special Investigating Committee shall first verify all of the signatures on and the authenticity of the specifications and evidence provided which attest to the charge, next request information and opinion from the accused, then investigate the charge, and finally advise the Board in writing of each Committee Member's opinion.

(g) If the Special Investigating Committee recommends the Board proceed with disciplinary action against a member, the Board is to review all specifications and evidence, and, if the Board is in agreement by majority vote of the entire Board, it shall promptly fix a date and time for a hearing in the accused's city of residence of not less than thirty (30) days and not more than sixty (60) days after this decision. The Corresponding Secretary shall immediately send the accused member by registered mail notification of the hearing and shall also include one (1) copy of the charges as stated and shall also state that failure to appear and respond shall be failure to show cause why disciplinary action should not be imposed and shall assure the defendant may personally appear in his or her own defense and bring witnesses. The Board may appoint an independent arbitrator to attend and advise the members of the Board or Committee.

SECTION 3. Board Hearing. The Board or Committee 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 against a member be sustained after hearing all the evidence and testimony presented by complainant and defendant, the Board may by a majority vote of those present do any of the following: reprimand, or suspend the defendant from all privileges of the ACA for not more than six (6) months from the date of the hearing or until the next Annual Meeting if that will occur after six (6) months. 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 defendant's right to appear before fellow members at the ensuing ACA Annual Meeting, which will consider the recommendation of the Board or Committee. Immediately after the Board or Committee has reached a decision, its findings shall be put in written form and filed with the Corresponding Secretary. The Corresponding Secretary shall promptly notify each of the parties of the decision and penalty, if any.

SECTION 4. Expulsion. Expulsion of a member from the Club may be accomplished only at the Annual Meeting of the ACA with only ACA members in good standing present following a hearing and upon the recommendation of the Board as provided in Section 3 of this Article. The defendant 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 charge, specifications and evidence as provided, the Special Investigating Committee's findings and the Board of Directors' recommendations, and shall invite the defendant, if present, to speak in his or her own behalf. The meeting shall then vote by secret ballot on the proposed expulsion. A two-thirds (2/3) vote of those members in good standing present and voting at the Annual Meeting shall be necessary for expulsion. If expulsion is not so voted, the suspension or reprimand shall stand.

ARTICLE VIII - AMENDMENTS

SECTION 1. Amendments to the Articles of Incorporation and Bylaws and to the Standard for the breed may be proposed by the Board of Directors or by written petition addressed to the Corresponding Secretary and signed by fifty percent (50%) or more of the membership in good standing. Amendments proposed by such petition shall be promptly considered by the Board of Directors and must be submitted to the members with recommendations of the Board by the Corresponding Secretary for a vote within three (3) months of the date when the petition was received by the Corresponding Secretary.

SECTION 2. The Articles of Incorporation, Bylaws or the Standard for the breed may be amended at any time provided a copy of the proposed amendment has been mailed by the Corresponding Secretary to each member in good standing on the date of mailing, accompanied by a ballot on which a choice for or against the action to be taken shall be indicated. An independent accounting firm shall be used and the dual envelope procedures described in Article, V Section 4(d) shall be followed in handling such ballots to assure secrecy and the accuracy of the vote. Notice with such ballot shall specify a date not less than thirty (30) days after the date postmarked, by which date the ballots must be returned to the independent accounting firm to be counted. The favorable vote of two thirds (2/3) of the members in good standing who return ballots within the time limit shall be required to approve any such amendment.

SECTION 3. No amendment to the Bylaws or to the Standard of the breed that is adopted by the ACA shall become effective until it has been approved by the Board of Directors of The American Kennel Club.

ARTICLE IX - DISSOLUTION

SECTION 1. The Corporation 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 the dissolution of the Club Corporation, other than for purposes of reorganization, whether voluntary or involuntary or by operation of law, none of the property of the Corporation nor any proceeds thereof nor any assets of the Corporation shall be distributed to any members of the Corporation. Upon the dissolution or winding up of the Corporation, its assets remaining after payment or provision for payment, of all debts and liabilities of this Corporation shall be distributed to a nonprofit fund, foundation or Corporation which is organized and operated exclusively for either charitable or social welfare purposes, having established its tax exempt status under either Internal Revenue Code Section 501(c)(3) or 501(c)(4) as applicable, for the benefit of dogs.

ARTICLE X - ORDER OF BUSINESS

SECTION 1. At meetings of the Club the order of business so far as the character and nature of the meeting may permit shall be in accordance with the current edition of Robert's Rules of Order, Newly Revised.

SECTION 2. At meetings of the Board the order of business unless otherwise directed by majority vote of those present shall be in accordance with the current edition of Robert's Rules of Order, Newly Revised.

ARTICLE XI - PARLIAMENTARY AUTHORITY

SECTION 1. The rules contained in the current edition of Robert's Rules of Order, Newly Revised shall govern the ACA 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 ACA may adopt.

ARTICLE XII - MISCELLANEOUS PROVISIONS

SECTION 1. Indemnification. To the fullest extent permitted by law, this may indemnify its directors, officers, employees, and other persons described in California Corporations Code Section 5238(a), including persons formerly occupying any such positions, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any “proceeding,” as that term is used in that section, and including an action by or in the right of the Corporation, by reason of the fact that the person is or was a person described in that section. “Expenses,” as used in this bylaw, shall have the same meaning as in that section of the Corporations Code.

On written request to the Board by any person seeking indemnification under Code section 5238(b) or section 5238(c), the Board shall promptly decide under Corporations Code section 5238(e) whether the applicable standard of conduct set forth in Corporations Code section 5238(b) or section 5238(c) has been met and, if so, the Board shall authorize indemnification. If the Board cannot authorize indemnification, because the number of directors who are parties to the proceeding with respect to which indemnification is sought prevents the formation of a quorum of directors who are not parties to that proceeding, the Board shall promptly call a meeting of members. At that meeting, the members shall determine under Corporations Code section 5238(e) whether the applicable standard of conduct has been met and, if so, the members present at the meeting in person or by proxy shall authorize indemnification.

To the fullest extent permitted by law and except as otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification under these Bylaws in defending any proceeding covered by the above-referenced Corporations Code Sections shall be advanced by the Corporation before final disposition of the proceeding, on receipt by the Corporation of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately found that the person is entitled to be indemnified by the Corporation for those expenses.

SECTION 2. Insurance. This Corporation shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, directors, employees, and other agents, to cover any liability asserted against or incurred by any officer, director, employee, or agent in such capacity or arising from the officer’s, director’s, employee’s, or agent’s status as such.

SECTION 3. Maintenance of Corporate Records. This Corporation shall keep:
(a) Adequate and correct books and records of account;
(b) Written minutes of the proceedings of its members, Board, and committees of the Board; and
(c) A record of each member’s name, address, and class of membership.

SECTION 4. Annual Report The Board shall cause an annual report to be sent to the members and directors within 120 days after the end of the Corporation's fiscal year. That report shall contain the following information in appropriate detail:
(a) The assets and liabilities, including the trust funds, of the Corporation as of the end of the fiscal year.
(b) The principal changes in assets and liabilities, including trust funds, during the fiscal year.
(c) The revenue or receipts of the Corporation both unrestricted and restricted to particular purposes, for the fiscal year.
(d) The expenses or disbursements of the Corporation, for both general and restricted purposes, during the fiscal year.
(e) Any information required by California Corporations Code Section 6322 described in Article XII, Section 5 of these Bylaws. This report required by shall be accompanied by any report thereon of independent accountants, or, if there is no such report, the certificate of an authorized officer of the Corporation that such statements were prepared without audit from the books and records of the Corporation.

This requirement of an annual report shall not apply if the Corporation receives less than twenty-five thousand dollars ($25,000) in gross receipts during the fiscal year, provided, however, that the information specified above for inclusion in an annual report must be furnished annually to all directors and to any member who requests it in writing.

SECTION 5. Annual Statement of Certain Transactions and Indemnifications.
As part of the annual report to all members, or as a separate document if no annual report is issued, the Corporation shall, within one hundred twenty 120 days after the end of the Corporation's fiscal year, prepare and mail or deliver to each general members and furnish to each Director a statement of any transaction or indemnification (a) in which the Corporation, or its parent or subsidiary, was a party, (b) in which an "interested person" had a direct or indirect material financial interest, and (c) which involved more than fifty thousand ($50,000) or was one of several transactions with the same interested person involving, in the aggregate, more than fifty thousand dollars ($50,000.) For this purpose, an "interested person" is any Director or officer of the Corporation;

The statement shall include a brief description of the transaction, the names of interested persons involved, their relationship to the Corporation, the nature of their interest in the transaction, and, when practicable, the amount of that interest, provided that, in the case of a partnership in which interested person is a partner, only the interest of the partnership need be stated.

Any indemnifications or advances aggregating more than ten thousand dollars ($10,000) paid during the fiscal year to any officer or director of the pursuant to Corporations Code Section 5238, unless that indemnification has already been approved by the members under Corporations Code Section 5238(e)(2).

As Amended December 2008.