ByLaws of

The Columbia Poodle Club, Inc.

ARTICLE I – Name, Status

The name of this organization is the Columbia Poodle Club, Inc. (the “Club”). The Club is organized as an Oregon not for profit corporation.

ARTICLE II – Purpose

The purpose and objects for which the Club has been formed are:

To foster and maintain among its members respect and warm friendship in the highest spirit of cooperation in their devotion to the Poodle, and to maintain the principles of good sportsmanship at all times.

To promote the conscientious and responsible breeding of purebred Poodles for health, temperament and breed qualities of intelligence, athleticism, beauty and humor.

To encourage the promotion of purebred Poodles for all purposes for which they are suited, including therapy and service work; performance events such as hunting, herding, obedience and agility; showing in conformation; and all activities which demonstrate the versatility of the Poodle.

To accept the Poodle Club of America breed standard as the standard of excellence in conformation by which the Poodle shall be judged.

To conduct licensed and sanctioned specialty conformation shows and performance events according to the rules of the American Kennel Club.

To disseminate knowledge through educational events, publications and programs that will assist Poodle owners with current information and skills in areas related to the health, breeding, showing and maintenance of Poodles.

To promote and assist rescue and placement programs for Poodles with 5% of net show profits to go into the Columbia Poodle Club rescue fund.

Article III – Membership

Section 1 – Eligibility

Membership in the Columbia Poodle Club shall be open to any who is in good standing with the American Kennel Club and subscribes to the purpose of this Club. Membership fees shall be determined by the Board of Directors and shall not exceed $50.00 per year for any category of membership.

Section 2 – Application

All applications for membership shall be made on the Club’s application form and shall have the endorsement of two members in good standing. Prospective Regular and Junior members must attend two Club meetings before their application is voted upon by the Club members. The application form shall provide that applicants agree to abide by the Code of Ethics of the Poodle Club of America, the rules and bylaws of the American Kennel Club and the rules, bylaws and policies of the Club, and whether or not the applicant agrees to receive notices by email.

Section 3– Election

Applicants may be elected into membership at any meeting of the Club by a majority vote of a quorum of Club members.

Notwithstanding any other provisions in these Bylaws, the Club membership, by majority vote at any meeting at which a quorum is present, may decline to accept the annual renewal of membership of any individual if the membership finds that renewing the membership would be contrary to the best interests of the Club or the breed. Consideration of the renewal in question shall be listed on the Agenda for the meeting and sent to the membership at least one week prior to the meeting.

Section 3 – Term

Memberships are for a period of one year, from February 1 (or the date of renewal) through January 31 of the following year. The Board shall establish a final date for renewal of memberships and payment of dues, after which applications for membership must be resubmitted. A member is not entitled to vote during the period between expiration of the membership term and payment of dues for the current year.

Section 4 – Membership Categories

Applicants for membership in the Club may apply for one of the following categories of membership:

• (a)  Regular Member. Regular membership is open to adults who are able to be active in Club affairs and attend meetings. Regular members are entitled to vote, are counted for purposes of a quorum, are able to hold office when over the age of twenty-one, and are entitled to all privileges and benefits of Club membership.

•  (b)  Associate Member. Associate membership is available to individuals who do not participate actively in Club affairs or attend meetings, due to distance or other reasons. Associate members do not have voting privileges, may not hold office and do not count for purposes of a quorum, but are entitled to all other privileges and benefits of membership.

•  (c)  Honorary Member. The Board may award Honorary membership to an individual who has made significant contributions to the Club, sport or breed. Honorary members do not pay dues and do not vote or hold office, but may hold Regular membership if dues are paid.

•  (d)  Life Member. The Board may award Life membership to an individual who has been a member for at least 20 years. Life members pay no dues but are eligible to vote and hold office.

•  (e)  Junior Member. A Junior member is under the age of eighteen years and is a non-voting member. A Junior membership is automatically converted to a Regular membership on the date the member becomes eighteen.

Section 5 –Termination of Membership

A member may resign from the Club by written notice to the Club secretary and/or any then serving Membership Chair. A member may lose Club membership, or specific privileges of membership, for non-payment of dues, for non-performance of any requirements established by the Club for maintaining membership, or for cause and subsequent disciplinary action pursuant to Article IX.

ARTICLE IV – Offices

Section 1 – Officers

The Club’s officers shall consist of a President, Vice President, Secretary and Treasurer, who shall serve in their respective capacities at all Club meetings and as a part of the Board of Directors. All officers must be 21 years of age or over.

Section 2 – Duties

The President shall preside at all meetings and shall have the duties and powers normally appointed to the office of president, in addition to those particularly specified in these Bylaws. The President shall have the power to establish committees and appoint committee members.

The Vice President shall have the power to exercise the duties of the President in his/her absence, as well as any duties delegated by the President.

The Secretary shall keep a record of all meetings and all matters of which a record shall be requested by the Club. Written copies of the minutes shall be sent out to the membership for review prior to the next meeting, and shall be available at the Club meetings for discussion. Except as may be otherwise delegated by the Board, the Secretary shall be in charge of Club correspondence, shall notify members of meetings, shall keep a list of Club members and addresses which shall be sent to any member upon request, and shall carry out such other duties as are prescribed in these Bylaws or directed by the President.

The Treasurer shall collect and receive all monies due or belonging to the Club, and shall deposit such monies in a bank approved by the Board of Directors. Deposits shall be in the name of the Club. The Treasurer shall keep such books and records as are necessary to account for all monies received, deposited and paid by the Club, which shall be available for inspection by the Board. The Treasurer shall timely file all required tax reports and incorporation forms each year. The Board of Directors may require that the Treasurer be bonded and the amount of the bond.

ARTICLE V – Meetings

Section 1 – Regular Meetings

Regular meetings of the Club shall be held in the greater metropolitan area of Portland, Oregon. The President may determine the time, place and location of all regular meetings.

Section 2 – Special Meetings

Special Club meetings may be called by the President, or by a majority vote of the Board at any regular or special meeting of the Board, or by petition submitted to the Secretary signed by five voting members of the Club in good standing. The Secretary shall mail out notice of such meeting to each member at least five days and not more than fifteen days prior to the date set for such meeting.

Section 3 – Quorum

The quorum for conducting business at regular and special membership meetings is 20% of the voting membership in good standing, which shall include at least three members of the Board.

Section 4 – Order of business

The order of business at all meetings of the Club and the Board of Directors shall be as follows:

Roll Call – may be done by members signing in on a roll call sheet

Reading of the minutes of the last meeting

Reports of officers and committees

Report of Board of Directors

Elections (if required)

 Unfinished business

New business

Brags

Adjournment

This order of business may be altered or suspended at any meeting by the President, or by a vote of the members present.

Section 5 – Voting

Each member of the Club with voting privileges shall be entitled to one vote, unless the voting privilege has been suspended or lost due to non-compliance with membership requirements. Members must be present to vote, unless the Board has approved mail in or electronic voting for a specific election or issue.

ARTICLE VI – Board of Directors

Section 1 – Number of Board Members

The Board of Directors (the “Board”) shall consist of seven members, four of which shall be the Club officers.

Section 2 – Election and Term of Office

The election of a member to a Club office shall automatically constitute such officer a member of the Board for the one year term of his or her office. This provision for one-year terms for all Board members shall be retroactive and shall apply to Board members elected to two year terms prior to the 2014 amendment of this Section of the Bylaws. Newly elected members to the Board of Directors shall take office February 1 following the election at the December meeting.

Section 3 – Powers and Duties

The general management of the Club’s affairs shall be entrusted to the Board of Directors. The Board shall have the power and duty to supervise all activities pertaining to the Club; fill any vacancies occurring in the Club offices and/or on the Board of Directors until the next annual meeting; and assist the President in establishing Club policy and in carrying out the objectives and purposes of the Club. Management shall be by a majority vote of a quorum of the Board.

Section 4 – Board Meetings

The Board of Directors shall meet not less than four times each fiscal year at a time and date designated by the President. Board meetings may coincide with a regular Club meeting, if previously designated by the President and included in the meeting notice by the Secretary.

The voting quorum for Board of Directors’ meetings is five members of the Board.

Section 5 – Special Meetings.

Special Board meetings may be held at the request of the President and/or at the written request of four members of the Board.

Section 6 - Vacancies

Any vacancy occurring in a Club office or on the Board shall be temporarily filled by appointment of the President.  The appointee shall serve in the office until the next regular meeting of the Board, at which time the Board shall elect a member to fill the unexpired term of office. A vacancy in the office of President shall be filled by the Vice President, and the resulting vacancy in the office of the Vice President shall be filled by the Board at its next meeting. 

ARTICLE VII – Committees

Section 1 - Nomination Committee

Not less than two weeks prior to the regular November meeting, the Board of Directors shall meet to select a nominating committee for officers and Board members, consisting of not less than three members, at least one of which shall be a member of the Board of Directors. The nomination committee is a special committee.

Section 2 - Show Committee

The President shall, with the advice and consent of the Board of Directors, select a show chairman who shall select his/her show committee. The committee shall consist of not less than three members and shall be in charge of and responsible for all phases of the Club’s sanctioned matches and licensed shows, subject to the final approval of the Board of Directors. The Show Committee is a standing committee.

Section 3 - Education/Entertainment Committee

The President may appoint a chairman of an entertainment/education Committee as a standing committee, who may in his/her discretion select other committee members with the approval of the President. It shall be the duty of the entertainment/education Chairman to plan and coordinate the social activities and educational programs of the Club.

Section 4 - Membership Committee

The President shall appoint a membership chairman who may in his/her discretion appoint other committeemen subject to the approval of the President. It shall be the duty of the membership chairman to plan and coordinate efforts to obtain new members who subscribe to the purposes and objectives of the Club. The membership committee is a standing committee.

The Membership Chair shall also maintain up to date forms for membership and renewals application, shall receive applications for membership and present them to the membership at meetings, shall follow up on applications as directed by the membership, shall keep a current membership list, shall track any required meeting attendance for applicant, officer, director or member participation requirements, and shall work with the Treasurer and Secretary to remit dues and communicate current membership lists and changes.

Section 5 - Additional Committees

The president may appoint additional standing and special committees as deemed necessary.

Section 6 - Terms of Committee Members; Additional Provisions

Any standing committee member shall serve from the time of his/her appointment to the time of the following February meeting. Special committees and members shall serve until the committee’s project is completed to the satisfaction of the Board.

Committees are subject to the final authority of the Board. The Board may terminate any committee appointment by a majority vote, and may dissolve any standing or special committee. In addition to the power of the President to appoint committees, the Board may also appoint standing and special committees to assist in the work of the Club and the Board.

ARTICLE VIII – Elections

Section 1 - Nomination

• a)    The nominating committee shall meet prior to the November regular meeting, and shall nominate at least one candidate for each club office. The committee shall also nominate at least three candidates for the Board of Directors. In the event any election is conducted by written ballot, the nominating committee shall tally and certify the vote and results.

• b)    The nominating committee shall present their slate of candidates for the Board at the November meeting, which shall be listed in the minutes of the meeting to be sent to all members prior to the next meeting.

• c)    Nominations may also be made from the floor by any individual member at the December meeting, provided that the nominee is present to accept nomination, or has agreed in writing to serve.

• d)     Any qualified member may be nominated and re-elected to any office regardless of number of terms previously served.

Section 2 - Voting For Directors

• a)    Voting for Officers and Directors shall take place at the December meeting. Each member shall be entitled to vote as specified in Article V, Section 5 of these bylaws.

•  b)    Voting shall be for one office at a time and shall be concluded prior to voting for the next office. The order of voting shall be for the office of 1) President, 2) Vice President, 3) Secretary 4) Treasurer, 5) Board of Directors. The President shall establish the manner of voting, whether by show of hands, roll call, secret ballot or other means..

ARTICLE IX – Miscellaneous Provisions

Section 1 - Fiscal Year

The Club fiscal year shall commence the first of February, and end January 31 of the following year.

Section 2 - Discipline

• a)    Suspension. Any member suspended from the American Kennel Club is automatically suspended from this Club for a concurrent period.

• b)    Charges. Any member may prefer charges against a member for alleged misconduct prejudicial to the best interest of the breed or Club. Written charges with specifics must be filed in duplicate with the Secretary. The Secretary shall promptly [notify] send a copy of the charges to the Board of Directors. At their next meeting, the Board shall consider whether the actions alleged in the charges, if proven, would constitute conduct prejudicial to the best interests of the breed or Club. If the Board considers that the charges do not allege conduct which would be prejudicial to the best interests of the breed or Club, it may refuse to entertain jurisdiction. If the Board entertains jurisdiction, it shall fix a date for a Board hearing not less than three weeks nor more than six weeks thereafter. The Secretary shall promptly send one copy of the charge to the accused member by registered mail, together with a notice of the hearing date and place, and an assurance that the defendant may personally appear in his/her own defense and bring witnesses if he/she wishes. The Board has the power to decide whether counsel may attend the hearing, with all parties being treated uniformly in that regard, and this decision shall be included in the notice.                                                                          

• c)    Hearing – The Board of Directors of the Club shall hear all of the evidence and the testimony presented by the complainant and the defendant at the time set for hearing. No charges shall be heard unless the complainant appears in person with or without witnesses to substantiate such charges. After hearing all the evidence, the Board of Directors by majority vote of those present may suspend the member from all privileges of the Club for a period not to exceed six months, may provide for a period of probation with such terms as the Board might impose, may issue a reprimand, and/or recommend expulsion to the membership of the Club. The Board’s decision shall be final. Immediately after the Board has reached a decision, its finding shall be put in writing and filed with the Secretary. The Secretary in turn shall notify each of the parties of the Board’s decision and penalty, if any.

d) Expulsion of a member for misconduct may be accomplished only at a meeting of the Club following a Board hearing and upon the Board’s recommendation as provided in Section 2 of this Article. The proceedings shall occur at a regular or special meeting no less than two weeks nor more than sixty days after the Board’s meeting and recommendation. The President shall read the charges, and the Board’s findings and recommendation. The defendant shall have the right to appear in his/her own behalf but no evidence shall be taken at the meeting.   A two-thirds vote of the club members present shall be necessary to cause the expulsion of a member. Such a vote shall be by secret ballot. If expulsion is not so voted, the Board’s suspension or other discipline shall stand.

e) Charges against a Member of the Board of Directors. In any case in which there are charges against a Board Member, said member shall not sit as a member of the Board of Directors considering the charges against him or her, though such member shall have the right to appear in his/her own behalf as in the case of any other member. In the event any final action is taken upon charges against any member of the Board of Directors, which results in his/her suspension or expulsion, the office held by such member shall be declared vacant.

Section 3 - Amendments

a)    Amendment Procedure - These Bylaws may be amended at any regular meeting or special Club meeting called for such purpose by a two-thirds majority vote of those present and voting. The proposed amendment must be in writing and transmitted to each Club member by mail, email, fax or personal delivery not less than two weeks prior to the date of the meeting at which the amendment is to be considered.

Section 4 – Notices, Electronic Communications and Balloting

• a)    Notices required to be sent to members under these Bylaws may be sent by email to members who have email addresses, and who have signed an authorization agreeing to this method of communication. All other notices shall be mailed by USPS or personally delivered.

•  b)    Business voting may be conducted at meetings or through mail, fax or e-mail, provided:

i)     Every board member or member must be provided with the means to participate;

ii)    A procedure is in place to verify the identity of the individuals participating to ensure that they are eligible members;

iii)   A mechanism must be in place to verify that the eligible members are “listening;”

iv)   All members must agree to participate in this manner.

•  c)    Board meetings may be conducted by teleconference or videoconference, provided all board members agree in advance to the specific procedure and have reasonable means to participate.

•  d)    Elections, bylaw amendments and any other specific questions the Club’s board of directors shall determine, may be voted on by electronic balloting conducted by an independent organization which specializes in electronic balloting. Members must sign a written, revocable authorization agreeing to this method of balloting, which agrees to release the club from any liability should the ballot be received late or not received by the member due to circumstances beyond the Club’s control.

•  e)    Members not agreeing to receive communications by email will receive all materials by USPS.

Notwithstanding the foregoing, all business and communications must be conducted as permitted by state law, and the then-current rules of the American Kennel Club.

Section 5 – Dissolution

The Club may be dissolved at any time by the written consent of not less than two thirds of voting members in good standing. In the case of dissolution other than for purposes of reorganization, whether voluntary, involuntary or by operation of law, none of the property of the Club nor any proceeds therefrom may be distributed to any members of the Club, but after payment of the obligations of the Club its property and assets shall be given to a charitable organization or organizations for the benefit of dogs selected by the Board.

Section 7 – Member in Good Standing

A Member in Good Standing under these Bylaws is a member who is not suspended by The American Kennel Club or this Club, and whose dues for the year are paid.

Section 6 – Effective date

The effective amendment date of these Bylaws is December 16, 2014.