Westie Club By Laws

CONSTITUTION AND BY-LAWS

ARTICLE I
NAME AND OBJECTS

Section 1. The name of the Club shall be THE WEST HIGHLAND WHITE TERRIER CLUB OF NORTHERN ILLINOIS, INC.

Section 2. The objectives of the Club shall be to:
A. encourage and promote the quality breeding of pure-bred West Highland White Terriers and to do all possible to bring their natural qualities to perfection;
B. 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 West Highland White Terriers shall be judged;
C. do all in its power to protect and advance the interests of the breed by encouraging sportsmanlike competition at dog shows, obedience trials and other performance events;
D. conduct sanctioned and licensed specialty shows, obedience trials and other performance events; under the rules of the American Kennel Club.
E. encourage the training of judges.

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 By-Laws as may be required to carry out these objectives.

ARTICLE II
MEMBERSHIP
Section 1. Eligibility – There shall be four types of membership open to persons who are in good standing with the American Kennel Club and who subscribe to the purposes of this club.
A. Active Membership is open to adults 18 years of age or older. An active member is expected to be active in the work and activities of the Club and enjoys all the privileges of the club, including voting and holding office.
B. An Associate Member is not eligible to vote or hold office but can attend meetings and club events and receive various communications such as the West Highland Highlights Newsletter and are also eligible to receive awards.
C. Lifetime Member – A member who reaches 40 years of membership in good standing, not necessarily contiguously. Lifetime Membership may also be awarded at the discretion of the Board. Life Members are entitled to all rights and privileges of Active Members including, but not limited to, holding office and voting.
D. Junior Member – must be at least 12 and under 18 years of age. Enjoys all the privileges of the club, excluding voting and holding office.

Section 2. Membership dues shall be set at the discretion of the Board of Directors, with a special rate for two or more members living in the same household, payable on or before the first day of January of each year. Initiation fees for new members submitting applications shall be $10.00. A reduced membership dues amount for the initial year of membership may be set at the discretion of the Board of Directors.
No member may vote whose dues are not paid for the current year. By the month of November, the Treasurer shall send a Dues Statement to each member for the ensuing year.

Section 3. Election to Membership – Each applicant for membership shall apply on a form as approved by the Board of Directors and which shall provide that the applicant agrees to abide by these constitution and by-laws as well as the WHWTCNI code of ethics and the rules of the American Kennel Club. The application shall state the name, address, and occupation of the applicant and it shall carry the endorsement of two members in good standing.

A. If the applicant is already a member in good standing of the West Highland White Terrier Club of America, only the endorsement of one member in good standing is required.
B. On the date of the second reading of the application, the prospective member shall submit dues payment for the current year.
C. If membership of the new member is approved within the last 60 days of the current year, the dues payment will cover the ensuing fiscal year.
D. A prospective Active member must attend at least two meetings or events prior to submitting their application for Membership.
E. All applications are to be filed with the membership chairperson and each application is to be reviewed by the Board of Directors prior to being read at the first meeting of the Club following its receipt.
F. At the next Club meeting the application will be voted upon and affirmative votes of � of the members present and voting at that meeting shall be required to elect the applicant. Applicants for membership who have been rejected by the Club may not reapply within six months after such rejection.

Section 4. Termination of Membership – Memberships may be terminated by:
A. Resignation – Any member in good standing may resign from the Club upon written notice to the secretary but no member may resign when in debt to the Club. Dues obligations are considered a debt to the Club and they become incurred on the first day of each fiscal year.
B. Lapsing – A membership will be considered as lapsed if it remains unpaid 30 days after the first day of the fiscal year and subject to a late fee. A membership will be considered as lapsed and automatically terminated if such member’s dues remain unpaid 45 days after the first day of the fiscal year. However, the Board may grant an additional 90 days grace to such delinquent members in meritorious cases. In no case may a person be entitled to vote at any Club meeting or be elected to an office whose dues are unpaid as of the date of that meeting.
C. Expulsion – A membership may be terminated by expulsion as provided in Article VII of these Constitution and By-laws.

ARTICLE III
MEETING AND VOTING

Section 1. Club Meetings – Meetings of the Club shall be held in the Greater Chicago Area. These meetings shall be held at such hour and place as may be designated by the Board of Directors. Written notice of each such meeting shall be mailed by the Secretary at least 10 days prior to the date of the meeting. The quorum for such meetings shall be 20% of the active members in good standing living in the greater Chicagoland area.

Section 2. 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, or by the Secretary upon receipt of a petition signed by 15% of the members of the Club who are in good standing. Such special meetings shall be held in the greater Chicago Area and at such hour and place as may be designated by the person or persons authorized herein to call such meetings. Notice of such meeting shall be given by the Secretary at least 5 days and not more than 15 days prior to the date of the meeting, and such notice shall state the purpose of the meeting, and no other Club business may be transacted thereat. The quorum for such a meeting shall be 20% of the active members in good standing living in the greater Chicagoland area.

Section 3. Board Meetings – Meetings of the Board of Directors shall be held in the greater Chicago Area and at such hour and place as may be designated by the Board. These meetings will be held as necessary, but at least quarterly commencing January 1st. Notice of such meetings shall be given by the Secretary at least 5 days prior to the date of the meeting. The quorum for such meetings shall be a majority of the Board.
Imminent Board matters occurring in between regular board meetings, to be decided upon by the board as a whole, may be discussed via teleconference provided a quorum of the board is present for such teleconference. Teleconference meetings are intended as a supplement to, and not in lieu of, a regular board meeting and may be called at the discretion of the president.

Section 4. Special Board Meetings – Special meetings of the Board may be called by the President or the Secretary upon receipt of a written request signed by at least three of the members of the Board. Such special meetings shall be held in the greater Chicago Area and at such hour and place as may be designated by the person authorized herein to call such meetings. Notice of such meeting shall be given by the Secretary at least 5 days and not more than 10 days prior to the date of the meeting. Any such notice shall state the purpose of the meeting and no other business may be transacted thereat. The quorum for such a meeting shall be a majority of the Board.

Section 5. Voting – Each active member in good standing whose dues are paid for the current year shall be entitled to one vote at any meeting of the Club at which he/she is present. Proxy voting will not be permitted at any Club meeting or election.

ARTICLE IV
DIRECTORS AND OFFICERS

Section 1. Board of Directors – The Board shall be comprised of the President, Vice President, Secretary and Treasurer, and three other persons, all of whom shall be members in good standing. The President, Vice President, Secretary and Treasurer shall be elected for a term of one year. The other three Board Members shall be elected for a term of two years; they will serve staggered terms with either one or two members elected each year. Any member of the Board who is serving an unexpired term may be nominated for another position on the board. Acceptance of that nomination will automatically create a vacancy of that unexpired position. All such vacated positions and all expired positions will be filled at the Club’s Annual Meeting as provided in Article V and shall serve until their Successors are elected. General management of the Club’s affairs shall be entrusted to the Board of Directors.

Section 2. Officers – 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 of the Board, and shall have the duties and powers normally appurtenant to the office of President in addition to those particularly specified in these Constitution and By-laws.
A. The President shall preside at all meeting of the Club and of the Board, and shall have the duties and powers normally appurtenant to the office of President in addition to those particularly specified in these Constitution and By-laws.
B. The Vice President shall have the duties and exercise the powers of the President in case of the President’s death, absence, incapacity or resignation.
C. The Secretary shall keep a record of all meetings of the Club and of the Board and all matters of which a record shall be ordered by the Club. He/she shall have charge of the correspondence, notify members of meetings, notify new members of the 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 Constitution and By-laws.
D. The Treasurer shall collect and receive all monies due or belonging to the Club with the exception of any Rescue Funds. He/she shall deposit the same in a bank satisfactory to the Board, in the name of the Club. His/her books shall at all times be open to inspection of the Board and he/she shall report to them at every meeting of the condition of the Club’s finances and every item of receipt or payment not before reported; and at the annual meeting he/she shall render an account of all moneys received and expended during the previous fiscal year. The Treasurer shall be bonded in such amount as the Board of Directors shall determine.
E. The Rescue Chairman is not a position on the Board of Directors or an Officer of the Club, however the Rescue Chairman shall collect and receive all monies due or belonging to the Westie Rescue Fund. He/she shall deposit the same in a bank satisfactory to the Board, in the name of the Club listed as “West Highland White Terrier Club of Northern Illinois Westie Rescue.” His/her books shall at all times be open to inspection of the Board and he/she shall report quarterly of the condition of the Rescue’s finances and every item of receipt or payment not before reported; and at the annual meeting he/she shall render an account of all moneys received and expended during the previous fiscal year. The Rescue Chairman shall be bonded in such amount as the Board of Directors shall determine.

Section 3. Vacancies – Vacancies occurring on the Board shall be filled as follows:
Any vacancies occurring on the Board or among offices during the year shall be filled until the next annual election by a majority vote of the membership at its first regular meeting following the notification to the membership of the creation of such vacancy. Notification of the vacancy shall be made in writing & sent via US Mail or E-Mail by the Secretary to the membership at least 5 days prior to the first regular meeting after the vacancy occurs.
A vacancy in the office of President shall be filled automatically by the Vice President and the resulting vacancy shall be filled in the manner as provided in Article IV, Section 3,(a).

ARTICLE V
CLUB YEAR, ANNUAL MEETING, ELECTIONS

Section 1. Club Year – The Club’s fiscal year shall begin on the 1st day of January at which time the Officers and Directors shall take office, to serve until their successors are duly elected. Each retiring Officer shall turn over to their successor in office all properties and with in 30 days of election.

Section 2. The annual meeting shall be held by the second weekend of January of the new fiscal year at which time the directors and officers for that year shall be elected by secret written ballot from those nominated in accordance with Section 3 and 4 of this Article. Procedure to follow at the conclusion of the election is:
A. Those officers and directors elected shall take office immediately.
B. Each retiring officer shall turn over to his or her successor in office all properties and records relating to that office within 30 days after election.
C. The Treasurer’s and Rescue Chairman’s books must be audited after each annual meeting and a report submitted to the President within 60 days. The President shall appoint the auditing committee.

Section 3. Elections – The nominated candidate receiving the greatest number of votes for each office shall be declared elected. The nominated candidates for other positions on the Board who receive the greatest number of votes for such positions shall be declared elected.

Section 4. Nomination – No person may be a candidate in a Club election who has not been nominated. By the month of August the Board shall select a nominating committee consisting of three members and two alternates, not more than one of whom shall be a member of the Board. The Secretary shall immediately notify the committeeman and alternates of their selection. The committee shall name its own Chairman and it shall be his or her duty to conduct business by meeting, phone, e-mail or fax by or before the 15th day of September.
A. The committee shall nominate one candidate for each office and candidates for the vacant positions on the Board. After securing the consent of each person so nominated, will immediately report their nominations to the Secretary in writing by or before the 20th day of September
B. Upon receipt of the Nominating Committee’s report, the Secretary shall notify each member in writing of the candidates so nominated by the 1st day of October.
C. Additional nominations may be made by written petition addressed to the Secretary and received at his/her regular address on or before the 15th day of November, signed by three members of not less than one year and accompanied by the written acceptance of each additional nominee signifying his/her willingness to be a candidate. No person shall be a candidate for more than one position and the additional nominations which are provided for herein may be made only from among the members who have not accepted a nomination of the nominating committee.
D. If no valid additional nominations are received by the Secretary on or by for the 15th day of November, the Nominating Committee’s slate shall be declared elected, and no balloting will be required.
E. If one or more valid additional nominations are received by the Secretary on or by for the 15th day of November, he/she shall, on or before the 1st day of December, mail to each member in good standing an official slate of candidates listing all the nominees for each position in alphabetical order and an election is to be held in accordance with Section 2 of this article.
F. Nominations cannot be made at the annual meeting or in any manner other than as provided for in this section.

ARTICLE VI
COMMITTEES

Section 1. The Board may each year appoint standing committees to advance the work of the Club in such matters as dog shows, performance events, 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. 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 automatically shall be suspended from 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 $10.00 which shall be forfeited if charges are not sustained. The Secretary shall promptly send a copy of the charges 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, if proven, might constitute conduct prejudicial 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 Club or breed, it may refuse to entertain jurisdiction. If the Board entertains jurisdictions of the charges it shall fix a date of a hearing by the Board not less than 3 weeks nor more than 6 weeks thereafter. The Secretary shall promptly 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 defendant may personally appear in his/her own defense and bring witnesses if he/she wishes.

Section 3. 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 be sustained, after hearing all the evidence and testimony presented by complainant and defendant, the Board may by a majority vote of those present suspend the defendant from all privileges of the Club for not more than six months from the date of the hearing. 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 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 penalty, if any.

Section 4. 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 3 of this Article.
Such proceedings may occur at a regular or Special meeting of the Club to be held within 60 days but not earlier than 30 days after the date of the Board’s recommendation of expulsion. The defendant shall have the privilege of appearing in his or her own behalf, though no evidence shall be taken at this meeting. The President shall read the charges and the Board’s findings and recommendations, and shall invite the defendant, if present, to speak in his or her own behalf if he/she wishes. The meeting shall then vote by secret written ballot on the proposed expulsion. A 2/3 vote of those present and voting at the meeting shall be necessary for expulsion. If expulsion is not so voted, the Board’s suspension shall stand.

ARTICLE VIII
AMENDMENTS

Section 1. Amendments to the Constitution and By-laws may be proposed by the Board of Directors or by written petition addressed to the Secretary signed by twenty 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 vote within three months of the date when the petition was received by the Secretary.

Section 2. The Constitution and By-laws may be amended by a 2/3 vote of the members present and voting at any regular or special meeting called for the purpose provided the proposed amendments have been included in the notice of the meeting and mailed to each member at least 5 days prior to the date of the meeting.

ARTICLE IX
DISSOLUTION

Section 1. Dissolution – The Club may be dissolved at any time by the written consent of not less than 2/3 of the members. In the event of the dissolution of the Club, other than for purposes of reorganization, whether voluntary or involuntary or by operation of law, none of the property of the Club nor any of the proceeds thereof not any assets of the Club shall be distributed to any members of the Club but after payment 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.

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 as follows:
Roll Call
Minutes of Last Meeting
Report of President
Report of Secretary
Report of Treasurer
Report of Committees
Election of Officers and Board (At Annual Meeting)
Election of New Members
Unfinished Business
New Business
Adjournment

Section 2. At Meetings of the Board, the order of business, unless otherwise directed by majority vote of those present shall be as follows:
Minutes of Last Meeting
Report of Secretary
Report of Treasurer
Report of Committees
Unfinished Business
New Business
Adjournment

ARTICLE XI
ROBERTS RULES OF ORDER

Section 1. Any instance not covered by these By-laws shall be governed by Roberts Rules of Order.
Adopted June 1968,
Amended November 1968,
Amended February 1972,
Amended January 1977,
Amended November 1978,
Amended October 1982,
Amended November 1986,
Amended January 1989,
Amended January 1990,
Amended March 1990,
Amended May 1996,
Amended March 1997,
Amended April 1998,
Amended August 2000,
Amended October 2002,
Amended January 2012.