Tamaskan Club of America™ Official Constitution

The Tamaskan Club of America™ Constitution and By-Laws

Section 1.

The name of the Club shall be THE TAMASKAN CLUB OF AMERICA™, INC.

Section 2.

The objectives of the Club shall be: To encourage and promote quality in the responsible breeding of purebred American Tamaskans and to do all possible to bring their natural qualities to perfection; To urge members and breeders to accept the standard of the breed as approved by the Tamaskan Club of America™ as the only standard of excellence by which the American Tamaskan shall be judged; To do all in its power to protect and advance the interests of the breed and to encourage sportsmanlike competition at dog shows, obedience trials, companion and performance events.

Section 3.

The Club shall not be conducted or operated for profit, and no part of any profit 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 I -- Membership


Section 1 Eligibility:


All classes shall be open to all persons that are in good standing with the TCA and who subscribe to the purposes of this Club.

There shall be three (3) classes of membership with full rights and privileges: Single, Household, and Lifetime The term "regular member", when used in this document, shall include these three (3) classes:

Single regular membership shall be open to all persons 18 years of age or older living in the United States , its Territories, Possessions, or in active military service abroad. They shall be entitled to all privileges and benefits of the Club.

Household regular membership shall be open to two (2) adults, 18 years and older, living at the same residence. Both members shall enjoy all the privileges and benefits of the Club, including the right to vote and hold office.

Any person 18 years of age or older and residing within the United States may elect to change from associate to regular, or regular to associate, membership during the open dues renewal period.

All persons who are regular members of the Tamaskan Club of America on the date this Constitution and By-Laws is ratified may retain regular membership status regardless of the duration of their affiliation, except for foreign members who will have their membership converted to associate during the next open dues renewal period.

Junior membership shall be persons under the age of 18 years, who shall be entitled to all privileges of the Club, excluding the rights to vote, participate in the Breeder Referral program, and hold office. Junior members may automatically convert to a regular membership upon reaching their 18th birthday.


Section 2 Dues:


Membership dues shall be set by the Board. The dues shall be payable on or before the 1st day of January each year. After 30 days, a penalty of an additional one-year's single membership is required. After 60 days, individuals and households must re-apply. For applications accepted after June 1st, dues shall be 1/2 of the stated amounts. No member may vote whose dues are not paid for the current year. During the month of October, the Treasurer shall send to each member a statement of dues 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 which shall provide that the applicant agrees to abide by these Constitution and By-Laws, the rules of the Tamaskan Club of America™. The application shall state the name, address, and occupation of the applicant and such additional information as the Board of Directors requests. The application for membership shall carry the endorsement of two regular members in good standing. Accompanying the application, the prospective member shall submit dues payment for the current year. All applications are to be filed with the Membership Chairperson or the Corresponding Secretary if there is no Membership Chair. The name of the applicant, along with information required by the Board, shall be published in the next newsletter following receipt of the application. Any regular member in good standing may submit to the Corresponding Secretary any information that may affect the eligibility or worthiness of the applicant, and such information shall be presented within 30 days after publication. The Board shall then consider any information submitted and may decide to postpone the voting on the application pending further investigation, or may vote upon the application at the next meeting, which is more than 30 days after publication. Applicants may be elected by secret ballot at a meeting of the Board of Directors, by vote of the Directors by mail, or facsimile transmission. Affirmative votes of 2/3 of the Directors present at a meeting of the Board, or 2/3 of the entire Board voting by mail or facsimile, shall be required to elect an applicant. An application which has received a negative vote by the Board may be presented by one of the applicant's endorsers at the next Annual Meeting of the Club and the regular members may elect such applicant by secret ballot and a favorable vote of 75% of the regular members present Applicants for membership who have been rejected by the Club may not re-apply within 12 months after such rejection. All fees shall be returned in the event of rejection.


Section 4 Termination of Membership:


Membership may be terminated by:

a. Resignation: Any member in good standing may resign from the Club 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 Club and they become incurred on the first day of each fiscal year.

b. Lapsing: A membership will be considered lapsed and automatically terminated if such member's dues remain unpaid 60 days after the first day of the fiscal year. However, the Board may grant an additional 30 days of grace to such delinquent members in meritorious cases. In no case may a person be entitled to vote whose dues are unpaid.

c. Expulsion: A membership may be terminated by expulsion as provided in Article VI of these By-Laws.


Article II -- Meetings


Section 1 Club Meetings:


The Annual Meeting of the Club shall be held in conjunction with the Club's National Specialty show, if possible, at a place, date, and hour designated by the Board of Directors. If there is no National Specialty in a given year, a Regional Specialty will be chosen. The Corresponding Secretary shall mail written notice of the Annual Meeting, to each member at least 30 days prior to the date of the meeting. Minutes of the meeting shall be published in the newsletter. A quorum for the Annual Meeting shall be 10 percent of the regular members in good standing.


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 at a meeting of the Board or who vote by mail; or shall be called by the Corresponding Secretary upon receipt of a petition stating the reason for such a meeting and signed by 10% of the regular members of the Club eligible for voting. Written notice of such a meeting shall be published in the newsletter or mailed by the Corresponding Secretary at least 14 days prior to, and not more than 30 days before the date of the meeting. The notice shall state the purpose of the meeting, and no other Club business may be transacted. The meeting shall be held at a time and place designated by the Board. A quorum for such a meeting shall be no less than 10 percent of the regular members in good standing


Section 3 Board Meetings:


The first meeting of the Board shall be held shortly after the new Board takes office on January 1st. Other meetings of the Board of Directors shall be held at such times and places as are designated by the President or a majority vote of the entire Board. Notice of such meetings shall be sent by the Corresponding Secretary at least 7 days prior to the date of the meeting. A quorum shall be a majority of the Board members. The Board may conduct business through the mail via the Recording Secretary. The Board may also conduct business via conference calling, telephone services, or electronic mail provided it does not conflict with any other provision of these by-laws but, in addition, a written ballot must be sent to each Director in these situations. Votes taken by telephone conference call, mail, facsimile, or electronic mail must be confirmed by the Recording Secretary in writing within seven days. A majority of the Board voting by mail shall be required to pass any motion. All results of Board voting must be sent to each Director.


Section 4 Definitions and Explanations:


For the purposes of this document, the definition of "Meetings" and "Business" will be as follows:
(a) Meetings: are defined as gatherings where attendees see and/or hear each other. This includes meeting (in person) "physically" in the same room or conducting a meeting by videoconference or teleconference.

(b) Business (voting): can be conducted at meetings or through mail, fax or email. In order for business to be conducted by e-mail the following precautions must be in place and included in the bylaws:
1) Every board member must be provided with a means to participate;
2) A procedure must be in place to verify the identify of the individuals participating to ensure that they are the eligible board members;
3) A mechanism must be in place to verify that the eligible board members are" listening";
4) All Board members must agree in writing to participate in this manner.


Section 5. Meeting attendance:


All general meetings are open to anyone wishing to attend. Only Board members may attend Board meetings, except by approval of the majority of the Board members present at the meeting


Article III -- Directors and Officers


Board of Directors:


The Board shall be comprised of the officers and other persons serving as the Board of Directors, all of whom shall be regular members in good standing and all of whom shall reside in the United States . They shall be elected for one (1) year terms as provided in Article IV and shall serve until their successors are elected or their positions are vacated. General management of the Club's affairs shall be entrusted to the Board of Directors.


Officers:


The Club's officers, consisting of the President, Vice President, Recording Secretary/ Corresponding Secretary, 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 the Board, and shall have the duties and powers normally appurtenant to the office of President in addition to those particularly specified by these By-Laws.

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 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, notify new members of their election to membership, keep a roll of the members of the Club with their addresses, and carry out such other duties as are prescribed in these by-laws. The Corresponding Secretary may Delegate a portion of his or her duties to a Membership Chair.

The Recording/Corresponding Secretary shall keep a record of all meetings of the Club and of the Board and all votes taken by mail, facsimile, electronic mail, or telephone conference 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 by-laws. The Recording and Corresponding Secretary's positions are combined.

The Treasurer shall collect and receive all moneys due to and belonging to the Club. Moneys shall be deposited in a bank designated by the Board in the name of the Club. At all times, the books shall be open to inspection by the Board, and a report shall be given at every meeting regarding the condition of the Club's finances and every item of receipt or payment not before reported. At the Annual Meetings, an accounting shall be rendered of all moneys received or expended during the previous fiscal year. The Treasurer shall be bonded in such an amount as the Board shall determine.

Vacancies:


Any vacancies occurring on the Board or among the offices during the year shall be filled until the next annual election by a majority vote of all members of the Board at its first regular meeting following the creation of such a vacancy, or at a special Board meeting called for that purpose; except that a vacancy in the office of the President shall be filled automatically by the Vice President and the resulting vacancy in the office of Vice President shall then be filled by the Board.


Article IV -- The Club Year, Voting, Nominations, and Elections


Section 1. Club Year:


The Club's fiscal year shall begin on the first day of January and end the last day of December. The Club's official year shall coincide with the Club's fiscal year. The newly elected Officers and Board of Directors shall take office on January 1st and each retiring Officer shall turn over to his or her successor in office all properties and records relating to that office within 30 days of that date.


Section 2 Voting:


Each regular member in good standing shall be entitled to one vote at any general meeting of the Club at which he or she is present. Voting by proxy shall not be permitted. For those issues put before the entire general membership, specifically annual elections of Officers and Directors, changes in the breed standard or Code of Ethics, amendments to the Constitution and By-Laws, expulsion and other issues designated by the Board of Directors, voting shall be by written ballot cast by mail via a designated professional firm chosen by the Board.


Section 3. Elections:


The election of Officers, Board of Directors shall be conducted by secret ballot. The Board shall designate an independent accounting firm to 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.

Nominated candidate receiving the greatest number of votes for each office shall be declared elected. The four or five nominated candidates for other positions of the Board who receive the greatest number of votes for such positions shall be declared elected. 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 III,


Section 4. Nominations:


No person may be a candidate in a Club election who has not been nominated in accordance with these By-Laws. By July 15, the Board shall appoint a Nominating Committee consisting of three regular members from different areas of the USA, and two alternates, all regular members in good standing, no more than one (1) of whom may be a member of the current Board of Directors. The Board shall name a chairman for the Committee. The Committee shall meet or otherwise conduct business before August 15.

a. The Committee shall nominate one candidate for each office and for each position on the Board who shall be nominated every other year, and shall procure the acceptance of each nominee so chosen. The Committee should consider geographic representation of the membership on the Board to the extent that it is practicable to do so. The Committee shall then submit its slate of candidates to the Corresponding Secretary, who shall mail, or cause to be mailed, the list, including the full name of each candidate and the name of the state in which he resides, to each member of the Club on or before September 15, so that additional nominations may be made by the members if they so desire. Additional nominations of eligible members may be made by written petition, signed by five members, addressed to the Corresponding Secretary and postmarked on or before October 15, and accompanied by the written acceptance of each additional nominee signifying his willingness to be a candidate. Except for the position of Delegate, no person shall be a candidate for more than one position. If no valid additional nominations are postmarked on or before October 15, the Nominating Committee's slate shall be declared elected and no balloting is required. This elected slate of officers will seat on January 1 of the following year. If one or more valid additional nominations are postmarked on or before October 15, the Corresponding Secretary shall, by November 1, mail, or cause to be mailed to each regular member in good standing, a ballot listing all of the nominees for each position in alphabetical order, with the names of the states in which they reside, together with a blank envelope and a return envelope addressed to a designated professional firm. This return envelope must also have the regular member's name and return address on it. So that the ballots may remain secret, each voter after marking his or her ballot, shall seal it in the blank envelope that, in turn, shall be placed in the second envelope addressed to a designated professional firm. The designated professional firm shall check the returns against a list of regular members, whose dues are paid for the current year, prior to opening the outer envelopes and removing the blank envelopes, and shall certify the eligibility of the voters as well as the results of the voting. All ballots received by the designated professional firm must be postmarked by December 1, and counted by December 15. Any ballot received by the designated professional firm postmarked after December 1, shall be considered invalid. The results of the election shall be announced to the membership, as soon as possible, by the Corresponding Secretary using a method(s) that reaches all members. Nominations cannot be made at the Annual Meeting or in any manner other than provided in this section.


Article V -- Committees

The Board may each year appoint Standing Committees to advance the work of the Club in such matters as Shows, Obedience Trials, Trophies, Annual Awards, Membership, and other such fields which may 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.

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 services have been terminated.


Article VI -- Discipline

Charges:


Any member may prefer charges against a member for alleged conduct prejudicial to the best interests of the Club or the breed. Written charges with specifications must be filed in duplicate with the Corresponding Secretary, together with a deposit of $75.00, which shall be forfeited if such charges are not sustained by the Board or a Board committee following a hearing, or if the Board refuses to entertain jurisdiction. The Corresponding 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 actions alleged in the charges, if proven, do not constitute conduct, which would be prejudicial to the best interests of the Club or the breed, it may refuse to entertain jurisdiction. If the Board entertains jurisdiction of the charges, 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 weeks nor more than six weeks thereafter. The Corresponding Secretary shall promptly send one copy of the charges to the accused member by certified mail together with a notice of the hearing and an assurance that the defendant may personally appear in his own defense and bring witnesses if he wishes.

Board Hearing:


The Board or Board 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. The hearing may be conducted in person, via telephone conference call, or video conference at the discretion of the Board. Should the charges be sustained, after hearing all the evidence and testimony presented by the complainant and defendant, the Board or Board Committee may, by majority vote of those present, reprimand or suspend the defendant from all privileges of the Club for not more than 6 months from the date of the hearing or until the next annual meeting if that will occur after six months. (A written reprimand, directed exclusively to the member may be somewhat detailed but an official, published, reprimand should only indicate that subsequent to a Board hearing "...member X was officially reprimanded as a result of charges filed by member Y.") If it deems that punishment insufficient, it may also recommend to the membership that the penalty be expulsion. In such a case, the suspension shall not restrict the defendant's right to appear before his fellow members at the ensuing Club meeting which considers the recommendation of the Board or the Board Committee. Immediately after the Board or Board Committee has reached a decision, its findings shall be put in written form and filed with the Recording Secretary. The Corresponding Secretary, in turn, shall notify each of the parties of the Board's decision and penalty, if any. All the above proceedings shall be done and remain in executive session.

Expulsion:


Expulsion of a member from the Club may be accomplished only at the Annual Meeting of the Club following a hearing and upon recommendation by the Board or Board Committee as provided in Section 3 of this Article. The defendant shall have the privilege of appearing in his own behalf, though no evidence shall be taken at this meeting. The President shall read the charges and the findings and recommendations, and shall invite the defendant, if present, to speak in his own behalf. The meeting shall then vote by secret ballot on the proposed expulsion. A 2/3 vote of those present and voting at the Annual Meeting shall be necessary for expulsion. If expulsion is not so voted, the Board's suspension shall stand.


Article VII -- Amendments


Section 1:


Amendments to the Constitution and By-Laws, to the Standard for the Breed, and to the Code of Ethics may be proposed by the Board of Directors or by written petition addressed to the Corresponding Secretary signed by 20% of the voting membership in good standing. Amendments proposed by such a 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 months of the date when the petition was received by the Corresponding Secretary.


Section 2:


The Constitution and By-Laws, the Standard for the Breed, or the Code of Ethics may be amended at any time provided a copy of the proposed amendment has been mailed by the Corresponding Secretary to every voting regular member in good standing on the date of the mailing, accompanied by a ballot on which a choice for or against the action to be taken shall be indicated. Dual-envelope procedures described in Article IV, Section 4(d) shall be followed in handling such ballots to assure secrecy of the vote. Notice with such ballots shall specify a date not less than 30 days after the date postmarked by which date the ballots must be returned to the designated professional firm to be counted. A favorable vote of 2/3 of the regular members in good standing who returned valid ballots within the time limit shall be required to effect any such amendment, change to the Standard for the Breed or to the Code of Ethics.


Section 3:


No amendment to the Constitution and By-Laws or the Standard for the Breed that is adopted by the Club shall become effective until it has been approved by the Board or Directors of the Tamaskan Club of America™.


Article VIII - Dissolution

The Club may be dissolved at any time by the written consent of not less than 2/3 of the members in good standing. In the event of 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.


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:
  1. Roll Call
  2. Minutes of the last meeting
  3. Report of the President
  4. Report of the Recording Secretary
  5. Report of the Corresponding Secretary
  6. Report of the Treasurer
  7. Reports of the Committees
  8. Election of Officers and Board (at Annual Meeting)
  9. Election of new members
  10. Unfinished business
  11. New Business
  12. Adjournment

Section 2.


At meetings of the Board, the order of business, unless otherwise directed by the majority vote of those present, shall be as follows:
  1. Reading of the minutes of the last meeting
  2. Report of the Recording Secretary
  3. Report of the Corresponding Secretary
  4. Report of the Treasurer
  5. Reports of Committees
  6. Unfinished Business
  7. Election of new members
  8. New Business
  9. Adjournment


Article X- Parliamentary Authority

Section 1.


The rules contained in the current edition of Robert's Rules of Order, Newly Revised shall govern the Club in all cases to which they are applicable and in which they are not inconsistent with these By-Laws and any other special rules of order the Club may adopt.

Approved: May, 2007

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