IWANE By-Laws
Article I
Membership
Section 1. Eligibility and Membership Types.
1a. Regular Membership is open to persons over the age of eighteen years, who subscribe to the purpose of our Club and who have been Associate members of the Club for at least two years. They must be in good standing with the American Kennel Club. Regular members have the authority to vote, hold office, serve on committees, and enjoy all the privileges open to members. Regular members can sponsor new members as junior membership or associate membership.
1b. Associate Membership is open to persons over the age of eighteen, who subscribe to the purpose of the Club. They must be in good standing with the American Kennel Club. All new applicants shall apply to become Associate members; after two years as an Associate member one may apply for Regular membership. Associate members shall enjoy all the privileges of Regular Membership and invitations to all Club events, but shall not be eligible to vote on any matter, or to serve on the nominating committee, or to nominate candidates for membership or hold office.
1c. Junior Membership is open to persons up to the age of eighteen who subscribe to the purpose of our Club. At the age of eighteen, Juniors may apply for Regular membership. Junior members shall enjoy all the privileges of Regular Membership and invitations to all Club events, but shall not be eligible to vote on any matter, or to serve on the nominating committee, or to nominate candidates for membership or hold office.
Section 2. Membership Dues.
The annual dues for Regular Membership shall not exceed $50.00; for Associate Membership, $45.00; for Junior Membership, $10.00. Members joining the Club after June 30th of any year shall pay half the annual dues of that year.
Section 3. Election to Membership.
3a. Every candidate for membership shall be proposed by a Regular member of the Club and must be in good standing with the American Kennel Club and agree to abide by the rules, constitution, and bylaws of IWANE. The annual dues must be paid within thirty days after the election of the candidate or the election shall be void. The properly completed application form will include the name, profession and residence of the candidate and shall be sent to the Secretary for application review and presentation to the board.
3b. Balloting for members shall be held only at meetings of the Board of Directors. To elect any candidate, four votes must be cast. If there are two negative votes, the application will be tabled until the next Board meeting. The candidate will be so advised and given the opportunity to resubmit their application. Candidates whose names have been laid over two successive meetings of the Board must be presented at the next club meeting for a membership vote by secret ballot. Affirmative votes of 2/3 of the regular members present at the meeting are required to elect the candidate to membership. Applicants for membership who have been rejected by the club may not reapply within six months after such rejection.
Section 4. Termination/Resignation of Membership.
The interest of any member in the property of the Club ceases with the termination of his/her membership. Memberships may be terminated:
4a. by resignation. All resignations must be in writing addressed to the Secretary. No member can resign while he is in debt to the Club.
4b. by lapsing. Notice shall be mailed by January 15th of each year to each member that his/her annual dues are payable by February 15th. In no case may a person be entitled to vote, nominate any person for office, be a candidate for office or hold office whose dues are lapsed. A membership will be considered as lapsed and automatically terminated if such member’s dues remain unpaid before the Annual meeting. However, the Board of Directors may grant an
additional 90 days of grace to such delinquent members in meritorious cases.
4c. by expulsion. A membership may be terminated by expulsion as provided in Article VI of these bylaws.
Article II
Meetings and Voting
Section 1. Club Meetings.
Written notice of each general meeting shall be mailed or emailed at least three (3) weeks prior to the date of the meeting by the secretary of the club. The quorum for such meetings shall be a majority of the Board plus 10% of the regular members in good standing. Meetings shall be held in the greater Worcester, Massachusetts area at such hour and place as may be designated by the Board of Directors. Membership meetings can also be held either through video conferencing or other audio-visual means.
If there is no quorum of the board in attendance, then the quorum will be a majority of the regular members. The annual meeting is scheduled in the spring as noted in Article IV. There are three additional general meetings. One is held in conjunction with the annual IWANE specialty; one is held in the fall; one is held in conjunction with the annual match. The locations and dates of the annual and fall meetings are determined by the program, the speaker, and the facility availability. Other audio-visual methods can be used, as necessary.
Section 2. Special Club Meetings.
A special meeting of the Club shall be called by the President upon written request or email of five members of the Club 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. Such special meetings shall be held in the greater Worcester, Massachusetts area, or held through video conferencing or other audio-visual means, at a time designated by the President. Written notice of the meeting, stating the purpose, shall be mailed, or emailed by the Secretary at least two weeks prior to the meeting’s date to allow members to make travel arrangements. No other Club business may be transacted there. The quorum for such a meeting shall be a majority of the Board plus 10% of the members in good standing.
Section 3. Board Meetings.
The Board of Directors shall hold 4 meetings in conjunction with the annual and general meetings. The agenda will be emailed to Board members by the President at least five days prior to the date of the meeting. Meetings can be held either through video conferencing or other audio-visual means. The quorum for such a meeting shall be a majority of the Board. If there is business that cannot wait until the next scheduled meeting, a special meeting will be convened in accordance with Article II, Section 4.
Section 4. Special Board Meetings.
The Board of Directors shall hold special meetings at the discretion of the President or at the written request of three of the members of the Board. Such special meetings will be held in the greater Worcester, Massachusetts area or held through video conferencing or other audio-visual means, at a time determined by the President, taking into consideration the geographic location of the Board members. The Secretary will send notice of the meeting, stating the purpose, at least two weeks prior to the meeting to enable members to make travel arrangements. No business other than that stated in the meeting notice shall be transacted. The quorum for the meeting shall be a majority of the Board.
Section 5. Voting.
Regular members have the authority to vote, hold office, serve on committees, and enjoy all the privileges open to members.
Article III
Directors and Officers
Section 1. Board of Directors.
The Board of Directors shall consist of an Honorary President, President, a Vice-President, a Secretary, a Treasurer and three Directors-at-Large, with their election taking place at the annual meeting of the Club as provided in Article IV. Each director shall serve a 3-year term, staggered such that one director is elected each year. Such elections shall take place at the annual meeting of the Club as provided for in Article IV. Newly elected officers commence their terms on the July 1 following their election.
1a. The Honorary President shall be the President of the Irish Wolfhound Club of America, Inc.
1b. The offices of the Secretary and Treasurer may be held by the same person.
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.
2a. The President, or in his/her absence, the Vice-President, shall preside at all meetings of the Club, and of the Board of Directors, and shall have power to call special meetings.
2b. The Secretary shall keep a complete record of meetings of the Club and Board of Directors and of all matters of which a record shall be ordered by the Club. The Secretary shall have charge of the correspondence of the Club. On the election of a member, the Secretary shall send him/her a written notice of his/her election and furnish him/her with a copy of the Constitution and Bylaws of the Club. The Secretary shall notify officers and members of their election or appointment and shall issue notices to members of all meetings. The Secretary shall keep a roll of the members of the Club with their addresses. Meeting notices may be issued to members via email or standard post.
2c. The Treasurer shall collect and receive all monies due or belonging to the Club and receipt, therefore. The Treasurer’s books shall at all times be open to the inspection of the Board of Directors and he/she shall report to them at every meeting the condition of the finances of the Club when requested, and at the annual meeting of the Club he/she shall render an account of all monies received and expended during the year previous. The Treasurer shall be bonded in such amount as the Board of Directors shall determine.
2d. The board shall appoint a separate financial committee of three regular members to oversee the treasurer and report to the club, at a minimum of two times a year. The financial committee will also act as an independent audit committee to the treasurer reports once a year.
2e. The treasurer shall require a second signature for any checks over the amount of $1,000.00. The signatory shall be the president.
Section 3. Vacancies.
Such officers, or any of them, and Committees or member thereof, may, at any time, for violation of duty be removed by the Board of Directors and the vacancies filled.
3a. Any vacancies occurring on the Board of Directors or among the offices during the year shall be filled until the next annual election by a majority vote of all the then members of the Board at its first meeting following the creation of such vacancy, or at a special Board meeting called for that purpose; 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 of Directors.
Section 4. Absences.
A board member shall be terminated from the board due to excess absences, more than two unexcused absences from board meetings in a year. A board member may be removed for other reasons by a three-fourths vote of the remaining directors.
Section 5. Board Compensation.
The board receives no compensation other than reimbursement for reasonable and documented expenses.
Article IV
The Club Year, Annual Meeting, Elections
Section 1. Club Year.
The Club’s fiscal year shall begin on the 1st day of January and end on the 31st day of December. The Club’s official year shall begin on the July 1 following the annual meeting. This ensures that all Board members’ term lengths are identical.
Section 2. Annual Meeting.
The annual meeting shall be held between March 15 and June 30 of each year, at which officers and directors for the ensuing year shall be elected by secret ballot from among those nominated in accordance with Section 4 of the Article. The location will be decided by the Board of Directors as noted in Article II, Section 1. At no time may the annual meeting of the New England Association be held in conflict with the annual meeting of the Irish Wolfhound Club of America, Inc. The Annual Meeting can be held through either video conferencing or other audio-visual means as determined by the president.
Section 3. Electronic Balloting.
Voting may be facilitated through an electronic voting portal to safeguard integrity of secret balloting in the event the Annual Meeting is held through video conferencing. Detailed instructions will be sent to all members by the club secretary two weeks in advance of the video meeting with a deadline such that the voting portal can tally the votes by the meeting date.
Section 4. Annual Election.
The officers and director for the ensuing year shall be elected by secret, written ballot from among those nominated in accordance with Section 5a and 5b of this Article. The nominated candidate receiving the greatest number of votes for each office shall be declared elected. If any nominee, at the time of the meeting, 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 III, Section 3a. If there are no additional nominations, as provided for in Article IV, Section 5b the Secretary may cast one ballot for the slate of the nominating committee in accordance with Roberts Rules of Order.
Section 5. Nominations.
No person may be a candidate in a Club election who has not been nominated in accordance with these Bylaws. A nominating committee shall be chosen by the Board of Directors at least 4 months before the annual meeting. The committee shall consist of 3 members, all Regular members in good standing, only one of who shall be a member of the current Board. Alternates may be appointed by the Board as needed. This Board member shall act as Chairman. The Committee may conduct its business by mail, email, video conference or telephone.
5a. The Nominating Committee shall nominate from among the eligible members of the Club, one candidate for each office and for the position as director-at-large and will procure the acceptance of each nominee so chosen. At least 3 months before the annual meeting, the committee shall submit its slate of candidates in writing to the Secretary who shall mail the list to each member of the Club at least 2 months before the annual meeting so that, additional nominations may be made by the members if they so desire.
5b. Additional nominations of eligible members may be made by written petition addressed to the Secretary and received at his/her regular address at least I month before the annual meeting, signed by 5 members and accompanied by the written acceptance of each such additional nominee signifying his/her willingness to be a candidate for more than one position, and the additional nominations which are provided for herein may be made only from among those members who have not accepted a nomination from the Nominating Committee.
5c. Nominations cannot be made at the Annual Meeting or in any manner other than as provided above.
Article V
Committees
Section 1. Special Committees.
All special committees shall be appointed by the President, unless otherwise ordered in motion.
1a. Committee formation. The board may create ad hoc committees as needed, such as fundraising, welcome, financial audit, scholarship, etc. The board chair appoints all committee chairs.
1b. Financial Audit Committee. The treasurer is the chair of the Finance Committee, which includes three other board members. The Finance Committee is responsible for developing and reviewing fiscal procedures and the annual budget with staff and other board members. The board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the board or the Executive Committee. The fiscal year shall be as per Article IV Section 1.
Section 2. Committee Appointments.
Any committee appointment may be terminated by a majority vote of the full membership of the Board upon written notice to the appointee. The board may appoint successors to those open positions due to termination.
Article VI
Discipline
Section 1. American Kennel Club Suspension.
Any member who is suspended from the privileges of the American Kennel Club shall be automatically suspended from the privileges of this Club for a like period.
Section 2. Requests for challenge of membership
Any member may prefer charges against a member for animal neglect or willful violation of the Club’s codes of ethics and conduct. Written charges with specifications must be filed in duplicate with the Secretary together with a deposit of $200.00, which shall be forfeited if such charges are not sustained by the Board following a hearing. It is expected that any member bringing up charges to another member should make every effort to work out their differences prior to bringing it to the board. Items submitted to the board should include court judgements or arbitrators’ recommendations. 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 interests of the Club or the breed. If the Board considers that the charges do not allege conduct which would be prejudicial to the best interests of the Club or the breed, it may refuse to enter jurisdiction. If the Board entertains jurisdiction of the charges, it shall fix a date for a hearing of the Board not less than three weeks nor more than eight 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 so desired.
Section 3. Board Review of Challenge.
Should the request for challenge of membership be sustained after reviewing all the documentation presented by complainant and defendant, the Board may by majority vote of those present reprimand or 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/her fellow members at the ensuing Club meeting which considers the Board’s recommendation. Immediately after the Board has reached a decision, its finding 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 90 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/her own behalf, though no evidence shall be taken at this meeting. The President shall read the charges and the Board’s finding and recommendation, and shall invite the defendant, if present, to speak in his/her own behalf if he/she wishes. The members shall then vote by secret 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. Refer to Article IV, Section 3 for specifics on electronic balloting if the meeting is to be held via video conferencing.
Section 5.
All complaints or suggestions as to the management of the Club must be made in writing to the Board of Directors.
Article VII
Amendments
Section 1.
Amendments to the Constitution and Bylaws may be proposed by the Board of Directors or by written petition addressed to the Secretary signed by 20 percent of the Regular membership in good standing. Amendments proposed by such petition shall be placed on the agenda of the next regular or special meeting, provided due notice of the proposed changes has been given at least 3 weeks before the meeting.
Section 2.
The Constitution and Bylaws may be amended at a regular or special meeting by a majority vote of the Board of Directors plus a majority vote of the Regular members, provided at least 20% of the Regular membership are present and voting, and provided the proposed amendments have been included in the notice of the meeting and mailed to each Regular member at least three weeks prior to the date of the meeting.
ARTICLE VIII
Dissolution
Section 1.
The Club may be dissolved at any time by the written consent of not less than 2/3 of the Regular 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 proceeds thereof nor 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 IX
Order of Business
Section 1. Order of Business.
At meetings of the Club, the order of the 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
- Reports of Committees
- Election of Officers and Board (at the Annual Meeting)
- Unfinished Business
- New Business
- Adjournment
Section 2.
The government and management of the Club shall be vested in a Board of Directors consisting of three (3) directors at large and the active officers all of whom shall be members in good standing with the Club. General management of the Club’s affairs shall be entrusted to the Board.
Section 3.
The Board of Directors shall, from time to time, make regulations in accordance with the powers herein given, or on matters not herein provided.
Section 4.
The Board of Directors shall cause to be prepared annually a detailed statement of the financial condition of the Club showing its receipts and expenditures for the current year, the number of members and other matters of interest of the Club. The fiscal year shall terminate on the 31st day of December of each year.
Section 5.
A majority of the Board of Directors shall constitute a quorum for the transaction of business. At meetings of the Board, the order of business, unless otherwise directed by majority vote of those present, shall be as follows:
Reading of minutes of last meeting
Report of Secretary
Report of Treasurer
Reports of Committees
Unfinished business
New business
Adjournment
Section 6. Remote Communication.
Remote communication for meetings: Any meeting of directors may be conducted solely by one or more means of remote communication through which all directors may participate in the meeting, if notice of the meeting is given as described in Article II, Section 1, and if the number participating is sufficient to constitute a quorum as described in the same section. Remote communication includes but is not limited to telephone, video, the Internet, or such other means by which persons may communicate with each other on a substantially simultaneous basis. Participation in a meeting by any of the above-mentioned means constitutes attendance at a meeting.
ARTICLE X
Parliamentary Authority
Section 1. Roberts Rules of Order.
In all cases in which they are not inconsistent with these Bylaws, the rules contained in Roberts Rules of Order, Newly Revised Edition, shall govern the Club.
Certification
These bylaws were approved at a meeting of the board of directors by a two-thirds majority vote held on November 6, 2020. Membership accepted at a membership meeting held on November 7, 2020 with a unanimous vote of more than a two-thirds majority of members present.