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Section 1. The name of the Club shall be the "Vizsla Club of America, Inc."
Section 2. The objectives of the Club shall be to:
(a) to encourage and promote quality in the breeding of purebred Vizslas and to do all possible to bring their natural qualities to perfection;
(b) to encourage the organization of independent local Vizsla 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 Vizsla shall be judged;
(d) to do all in its power to protect and advance the interests of the Breed and to encourage sportsmanlike competition at dog shows, field trials, hunting tests, obedience trials, rally events, agility events, and such other events as may be sanctioned by the American Kennel Club, under the rules of the American Kennel Club;
(e) to conduct such dog related events as it deems necessary including but not limited to: sanctioned matches and specialty shows, field trials, hunting tests, obedience trials, rally events, agility events, and such other events as may be sanctioned by the American Kennel Club, under the rules of the American Kennel Club.
Section 3. 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.
Section 4. 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 1. Eligibility Membership shall be open to all persons eighteen years or age and older who are in good standing with the American Kennel Club and who subscribe to the objectives and purposes of this club. There shall be four types of membership: Regular, Associate, Junior and Lifetime.
Section 2. Classifications of Membership
Section 3. Dues. Membership dues and postage surcharges shall be set by the Board of Directors. Dues shall not exceed $100.00 per year and shall be payable in US funds annually on or before the 31st day of December. A dues notice shall be sent to each member after October 1. If an applicant is accepted into the Club in the last quarter of the calendar year, dues shall be considered paid through the following calendar year.
Section 4. Election to Membership. NEW applicant(s) for membership shall apply on a form as approved by the Board of Directors and which shall provide that the applicant(s) agree(s) to abide by this Constitution and Bylaws, the Code of Ethics and rules of the American Kennel Club. The completed application shall state the name and address of the applicant(s) and shall carry the endorsement of two (2) members of the Vizsla Club of America.
The applicant(s) will submit dues payable for the current year, handling fee, and any relevant postage surcharges. All applications are to be filed with the Membership Chairperson.Notification will be provided to the entire membership of the applicants. Any input pertinent to the acceptance of the applicant(s) as a member must be written and addressed to the President and/or Membership Chair within 30 days of the notification. After the 30-day comment period, the Membership Chair will prepare and distribute the ballot to the Board of Directors for voting. Any communications received from the membership will accompany the ballot.
Applicants may be elected by secret ballot at any meeting of the Board of Directors or by written secret ballot of the Directors by mail or via electronic means. Affirmative votes of 2/3 of the Directors present at a meeting of the Board or 2/3 of the entire Board when voting by mail in accordance with Minnesota State Statute 317A.447 and the American Kennel Club's (AKC) procedure on Electronic Balloting for AKC Parent Clubs shall be required to elect an applicant. An application that received a negative vote by the Board of Directors may be presented by the applicant's endorser(s) at the next Annual Meeting of the Club. The Club may elect such applicant by a secret ballot with a favorable vote of 2/3 of the members present and voting, if a quorum is present.
Section 5. Sponsorship of New Members. In order to sponsor a new member of the VCA, one must be a member of the Club and in good standing with the American Kennel Club.
Section 6. Termination of Membership. Membership may be terminated:
Section 7. Electronic Communication. Applicants and renewing members may authorize and approve to accept electronic mail (email) notification of Club business. The Club is released from any liability should the notification be received late or not received by the member or Board Members due to circumstances beyond the Club's control. These provisions conform to the AKC All Club Email Notification Policy.
Section 1. Annual Meeting. The Annual Meeting of the Club shall be held in conjunction with one of the Club's Annual Events at a place, date and hour designated by the Board of Directors. Notification of the Annual Meeting shall be mailed (U.S. Postal Service or emailed) by the Secretary, or an individual designated by the Board, to each member at least 30 days prior to the date of the meeting. The quorum for the Annual Meeting shall be 10% of the eligible voting members of the Club.
Section 2. Special Club Meetings. Special Club meetings may be called as follows:
Such meeting shall be held at such place, date, and hour as may be designated by the Board of Directors. Notification of such a meeting shall be mailed (or emailed) by the Secretary or an individual designated by the Board, at least 14 days and not more than 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 10% of the eligible voting members of the Club.
Section 3. Board Meetings. The annual meeting of the Board of Directors shall be held at a place, date, and hour designated by the Board of Directors and preceding the Annual Meeting of the Club. 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.
Notice of each such meeting shall be mailed (or emailed) by the Secretary to each member of the Board of Directors at least 14 days prior to the date of the meeting. The quorum for a Board meeting shall be a majority of the Board of Directors. Attendance by proxy shall not be allowed.
Section 4. The Board of Directors may conduct its business by mail, or in accordance with Minnesota State Statute 317A.447 and the American Kennel Club's (AKC) procedure on Electronic Balloting for AKC Parent Clubs through the Secretary. When conducting its business by mail, or in accordance with Minnesota State Statute 317A.447 and the American Kennel Club's (AKC) procedure on Electronic Balloting for AKC Parent Clubs , the Board shall apply the same standards for voting as it does when meeting in person. A quorum when conducting business by mail, or in accordance with Minnesota State Statute 317A.447 and the American Kennel Club's (AKC) procedure on Electronic Balloting for AKC Parent Clubs shall be a majority of the Board. The VCA follows the AKC Email Policy for Parent Clubs with regard to the definition of Meetings and doing club business via electronic means.
Section 1. Board of Directors. The Board of Directors shall be comprised of five club officers, no more than nine other persons; hereafter referred to as ‘Directors at Large', and the AKC Delegate. All Board members must be Regular members of the club whose length of membership is more than one (1) year, and who are residents of the United States. The general management of the business, concerns and property of the Club shall be vested in the Board of Directors.
Section 2. Officers. The Club's Officers shall consist of the President, Vice President, Secretary, Corresponding Secretary and Treasurer. They shall serve in their respective capacities both with regard to the Club and its meetings and the Board and its meetings. They shall not chair committees, except when directed by a 2/3 vote of the Board to do so. During their terms of office the officers shall constitute an Executive Committee. The Executive Committee shall serve as an advisory board to the President.
Section 3. AKC Delegate. The Delegate to the American Kennel Club shall be elected as provided in ARTICLE IV and shall serve until a successor is chosen under the provisions of these Bylaws (Section 6 following) and seated by the AKC The Delegate shall represent the Vizsla breed and the Vizsla Club of America, Inc., serving as the Club's primary contact with the AKC. The Delegate shall be a voting member of the VCA Board of Directors, reporting to the VCA Board, Standing Committees and the membership of the VCA on matters directed by virtue of the position.
Section 4. Responsibilities of Service. The Officers, Directors at Large, and AKC Delegate are expected to attend the Annual Membership Meeting, attend the Annual Board Meeting, respond to official correspondence within the specified time and perform the duties assigned to their position. Should an Officer, Director at Large, or AKC Delegate not carry out or be able to carry out their responsibilities as defined in this article, without acceptable reason, such position shall be considered to be non-functioning. In such an event the Board may, by a 2/3 vote, remove the individual and declare the position vacant. Vacancies shall be filled in the manner prescribed in ARTICLE III Section 5.
Section 5. Vacancies. In the event of death, resignation, change of legal residence outside the United States, or removal by the Board under the provisions of ARTICLE III Section 4, any vacancies occurring on the Board or among the Offices shall be filled for the unexpired term of office by the majority vote of the Board, except that a vacancy in the Office of President shall be automatically filled by the Vice President. The resulting vacancy in the Office of Vice President shall be filled by a majority vote of the Board.
Section 6. Terms of Office, Term Limits
Section 1. The Club's fiscal year shall begin on the first day of January and end on the 31st day of December.
Section 2. The Club's official year shall begin on the first day of October and end on the 30th day of September.
Section 3. Voting. Voting at the Annual Membership Meeting and Special Membership Meetings shall be limited to eligible voters who are present at the meeting2.
Voting on all Board of Directors' business shall be limited to Officers and Directors at Large who are eligible voters. Voting for the election of the Board of Directors, the AKC Delegate, and Nominating Committee; amendments to the Bylaws; changes to the Standard for the Vizsla Breed; and such other matters of interest to the general membership as may be referred to them by the Board of Directors, shall be decided by the written ballot of eligible voters cast by mail or by means of electronic voting, as long as the electronic means ensure confidentiality, privacy, provide for paper or written alternatives, and afford the ability for complete audit of such voting..
Section 4. Nominations
Section 5. Election. Should no valid additional nominations be received by the Secretary by June 1st, the Nominating Committee's slate shall be declared elected.
Section 1. The Board may create Standing Committees to advance the work of the Club in such matters as dog shows, field trials, obedience trials; trophies, annual prizes, and such other matters as may be deemed appropriate by the Board. Such committees shall always be subject to the final authority of the Board. Special ad hoc committees may also be created by the Board to aid it on particular projects.
The President shall have the right, subject to confirmation by the Board, to appoint the chair of such standing and ad hoc committees.
Section 2. 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 President, subject to Board confirmation, may appoint successors to those persons whose service has been terminated.
Section 3. The Resident Agent shall be appointed by the Board and shall serve at the discretion of the Board. The Resident Agent must be a resident of Minnesota, the state in which the Club is incorporated. He/She shall represent the Club in that state, keep the corporate status current and inform the Board, via the President and the Secretary, of any legal matters directed to the club. The Resident Agent may serve concurrently as either Officer or Director at Large.
Section 1. American Kennel Club Suspension. Any member who is suspended from the privileges of the American Kennel Club automatically shall be suspended from the privileges of this Club for a like period.
Section 2. Charges. Any member may prefer charges against a member for alleged misconduct prejudicial to the best interests of the Club or the breed. Written charges with specifications must be filed in duplicate with the Secretary together with a deposit of $50, which shall be forfeited if following a hearing, such charges are not sustained.
The Secretary shall promptly send a copy of the charges to each member of the Board or present them at the next meeting of the Board provided such meeting is scheduled to be held within 30 days following the receipt of charges by the Secretary. The Board shall first consider whether the actions alleged in the charges, if proven, might constitute prejudicial conduct to the best interest of the Club or the breed. If the Board considers that the charges do not allege conduct, which would be prejudicial to the best interest of the Club or the breed, it may refuse to consider the matter further.
If the Board votes to consider the matter further, it shall fix a date of a hearing by the Board or a committee of not less than three members of the Board, not less than three or more than eight weeks thereafter. The Secretary shall promptly thereafter send one copy of the charges to the accused member by registered mail together with a notice of the hearing and an assurance that the accused may personally appear in his/her own defense and bring witnesses if he/she wishes.
Section 3. Board Hearing. The Board or Committee shall have complete authority to decide whether the complainant and the accused may be represented by counsel at the hearing. However, both parties shall be treated uniformly in this regard.
Should the charges be sustained after hearing all the evidence and testimony presented by the complainant and accused, the Board or Committee may, by a majority vote of those present, suspend the accused from formal privileges of the Club for not more than six months from the date of the hearing, or until the next Annual Meeting, if that will occur within six months.
If the Board or Committee deems that punishment insufficient, it may also recommend to the membership that at the next Annual Meeting, the membership considers the penalty of expulsion. In such case, the suspension shall not restrict the accused's right to appear before his fellow members at that meeting.
Immediately after the Board or Committee 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 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 Club following a hearing and upon the recommendation of the Board or Committee as provided in Section 3 of this Article. The accused shall have the privilege of appearing in his/her own behalf though no evidence shall be taken at this meeting. The President shall read the charges, the findings and recommendations, and shall invite the accused, if present, to speak in his/her own behalf. The membership shall then vote by secret written ballot on the proposed expulsion. A 2/3 vote of those present and voting at the Annual Meeting, if a quorum is present, shall be necessary for expulsion. If expulsion is not so voted, the suspension shall stand.
Section 1. Amendments to the Constitution and Bylaws and to the standard for the breed may be proposed by the Board of Directors or by written petition addressed to the Secretary, signed by twenty (20) percent 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 Secretary for a vote within 90 days of the date when the petition was received by the Secretary.
Section 2. The Constitution, Bylaws and the standard for the breed may be amended provided a copy of the proposed amendments has been mailed by the Secretary to each member accompanied by a ballot on which members may indicate their choice for or against the action to be taken. The notice shall specify a date not less than 30 days after the date of mailing by which ballots must be returned. Any amendment under this Section must pass a general membership vote by a 2/3 majority of those voting.
Section 3. No amendments to the Constitution and Bylaws (or to the standard for the breed) that are adopted by the Club shall become effective until they have been approved by the Board of Directors of the American Kennel Club.
Section 1. The Club may be dissolved at any time by written consent of not less than 2/3 of the members. In the event of the dissolution of the Club, whether voluntary or involuntary, or by the operation of law, except when such dissolution is for the purpose of reorganization, none of the property of the Club shall be distributed to any members of the Club. After payments of the 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.
Section 1. At meetings of the Club, the order of business as far as the character and nature of the meeting may permit, shall be as follows
Introduction of new Officers and Directors
Minutes of last meeting
Report of the President
Report of the Secretary
Report of the Treasurer
Reports of Committees
Election of New Members
Section 2. At meetings of the Board, the order of business, unless otherwise directed by a majority vote of those present, shall be as follows:
Reading of minutes of last meeting
Report of the President
Report of the Secretary
Report of the Treasurer
Reports of Committees
Election of New Members
Section 1. The Parliamentary authority of the Club and of the Board of Directors shall be the current edition of "Robert's Rules of Order" in all cases to which they are applicable and in which they are not inconsistent with these Bylaws.
Revised August 10, 2015 by approval of the membership of the Vizsla Club of America, Inc., and ratified PENDING AKC RATIFICATION 2015 by the Board of Directors of the American Kennel Club, Inc. Article II, Article II, Section 1: Annual Meeting, Article III, Section 5: Vacancies, Article III, Section 6: Term Limits, Article IV, Section 4: Nominations, Article VI, Section 2: Charges.
Effective January 1, 2006
Unless the laws of your state prohibit the use of email in general or for specific purposes, please be advised of the following change in policy which is effective January 1, 2006:
Clubs may send members notification of club meetings (also included would be dues notices; minutes and newsletters) and board members notification of board meetings via email, provided that:
The member or board member has signed an authorization agreeing to this method of communication. Such authorization, which is revocable, will also release the club from any liability should the notification be received late or not received by the member or board member due to circumstances beyond the club's control.
Clubs adopting this method of communication must send us a copy of the minutes of the meeting and at some future time make the appropriate bylaw amendments to the applicable sections as soon as it is practical.