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> About PPPCA > PPPCA Constitution and BylawsPPPCA Constitution and Bylaws
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Amendments as approved by the membership 9/10/09
THE PORTUGUESE PODENGO PEQUENO CLUB OF AMERICA
CONSTITUTION
ARTICLE I: NAME AND OBJECTIVES
SECTION 1: Name. The name of the club shall be The Portuguese Podengo Pequeno Club of America Inc., also known as PPPCA.
SECTION 2: Purpose. The purpose of the Portuguese Podengo Pequeno Club of America is to encourage and promote quality in the breeding of purebred Portuguese Podengo Pequenos in accordance with the PPPCA translation of the Federation Cynologique International (FCI) breed standard as approved by the American Kennel Club, and to support the development of local Portuguese Podengo Pequeno Specialty clubs in those areas where there are sufficient fanciers of the breed. Objectives of the PPPCA are:
a) To encourage and promote quality in the breeding of purebred Portuguese Podengo Pequenos and to do all possible to bring their natural qualities to perfection.
b) To encourage the organization of independent local Specialty Clubs in those areas where there are sufficient fanciers of the breed.
c) To accept the Standard of the Breed as developed by the FCI and approved by the AKC, as the only standard of excellence by which the Portuguese Podengo shall be judged.
d) To do all in its power to protect and advance the interests of the breed and to encourage sportsman-like competition at dog shows, obedience trials, and other competitive events.
e) To conduct matches, specialty shows, obedience trials and other competitive events of the Portuguese Podengo Pequeno.
f) To establish a website and publish information and educational materials about the Portuguese Podengo Pequeno.
SECTION 3: The Club shall not be conducted or operated for profit and no part of any profits or remainder or residue from dues or donations to the Club shall inure to the benefit of any member or individual.
SECTION 4: The members of the Club shall adopt and may from time to time revise such bylaws as may be required to carry out these objectives.
THE PORTUGUESE PODENGO PEQUENO CLUB OF AMERICA BYLAWS
ARTICLE I: MEMBERSHIP
SECTION 1. Eligibility
There shall be four types of membership: Individual, open to all individuals eighteen years of age or older who are residents of the United States and its territories; Household, open to two adults residing in the same household who are residents of the United States and its territories; Junior, open to all persons under eighteen who are residents of the United States and its territories; and Foreign, open to individuals residing outside the United States and its territories. Individual Members shall have one vote and may hold office. Both of the two adults in a Household Membership are eligible to vote and to hold office. Junior members and Foreign Members may not vote or hold office. A Junior Member automatically converts to an Individual or Household Member at age 18. The Board of Directors, hereafter known as the Board, may at their discretion and by a majority vote, bestow Honorary Membership upon any person in recognition of his/her service to the breed or to the Club. Such an Honorary Member shall be exempt from the payment of dues. He/she shall not vote or hold office. An Honorary Member who is a resident of the United States or its territories may apply for Individual or Household membership as provided by Section 3 of this Article.
SECTION 1a. Charter Membership.
Members who joined the PPPCA (dba the Portuguese Podengo Club of America) on or before July 1, 2003 shall be entitled to the designation Charter Member.
SECTION 2. Dues
Individual Member dues shall not exceed fifty dollars ($50.00) per person per year, eighty dollars ($80) per year per household for Household Members, and ten dollars ($10.00) per person per year for Junior Members. Dues shall be payable on the first day of January of each year. No member may vote in Board elections whose dues for the current year are not paid by January 31 of the current year. Each November, the Treasurer shall send a statement (via regular mail or email based on the member s preference as expressed in writing via an Electronic Notification Authorization/Waiver) to every member of dues for the ensuing year.
SECTION 3. Election to Membership
Each applicant for membership shall apply (via email or regular mail) on a form approved by the Board, which shall provide that the applicant agrees to abide by this Constitution and By-Laws, the PPPCA Code of Ethics and by 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 Individual and Household Members in good standing of the Club who are not members of the same household. Applications for membership shall be accompanied by dues payment for the current year.
The Secretary shall send the names and city and state of residence of applicants to the membership monthly (via regular mail or email based on the member s preference as expressed in writing via an Electronic Notification Authorization/Waiver). The membership then has twenty (20) days to comment. Any comments received are at that time sent to the Board, who will consider the applications at its next meeting or via email. Applicants may be elected at any meeting of the Board or by email. An affirmative vote of two-thirds (2/3) of the full membership of the Board shall be required to elect an applicant, or all of the full membership of the Board in the case of an email vote. Upon election, new members shall be notified by the Membership Chair and shall receive a copy of the Breed Standard, the PPPCA Constitution and Bylaws, the PPPCA Code of Ethics and other materials deemed appropriate by the Board.
In the event of a negative vote of the Board, the applicant is notified only of the negative vote, and not the vote of individual Board members. An application that has received a negative vote by the Board may be presented by one of the applicant s endorsers at the next meeting of the Club and the Club may elect such applicant by a favorable secret ballot of ninety (90) percent of the members present.
SECTION 4. Termination of Membership
Memberships may be terminated:
a) By resignation. Any member in good standing may resign from the PPPCA upon written notice to the Secretary, but no member may resign when in debt to the Club.
b) By lapsing. A membership shall be considered lapsed and automatically terminated if such member s dues remain unpaid after January 31. A person is not entitled to vote in Board elections whose dues are not paid by January 31. A lapsed member must go through the vetting process for new members and be approved by the Board.
c) By expulsion. A membership may be terminated by expulsion as provided in Article VI of these Bylaws.
A member in good standing is one whose dues are paid for the current year and who is not under suspension by the PPPCA, or the AKC.
ARTICLE II: MEETINGS
SECTION 1. Annual Meeting
The Annual Meeting may be held at any point in the year at a place, date, and hour designated by the Board. The Annual meeting shall be held in conjunction with the National Portuguese Podengo Pequeno Specialty, if one is held. Written notice shall be mailed or emailed by the Secretary to each member at least thirty (30) days prior to the date of the meeting. The quorum for the Annual Meeting shall be ten (10) percent of the Individual and Household 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 by email, and shall be called by the Secretary upon receipt of a petition signed by ten (10) percent of the Individual and Household Members of the Club who are in good standing. Such meetings shall be held at a place, date, and hour as designated by the Board. Written notice of such meeting shall be emailed or mailed by the Secretary at least fourteen (14) days and not more than thirty (30) days prior to the meeting. The notice of the meeting shall state the purpose of the meeting and no other Club business may be transacted. The quorum of such a meeting shall be twenty (20) percent of the Individual and Household Members in good standing.
SECTION 3. Board Meetings
The first meeting of the Board shall be held immediately following the election. Other meetings of the Board shall be held at such times and places as designated by the President or a majority vote of the entire Board. Written notice of such other meetings shall be mailed/emailed by the Secretary to each member of the Board at least fourteen (14) days prior to the date of the meeting. A quorum for face-to-face or telephonic Board meetings shall be a majority of the total membership of the Board. A quorum for an email Board meeting will be the full membership of the Board.
SECTION 4. Conduct of Business
As a national breed club with Board members spread across the country, most Board meetings will be conducted via teleconference. Items that would be part of a Consent Agenda under Roberts Rules of Order (i.e., unanimous support of the Board for the item and consensus that the item does not warrant discussion) can be handled via email between Board meetings. All email action is initiated by the President via an email to all Board members that summarizes the issue and the Board decision required. Board members vote via reply all such that all Board members know the votes of all other Board members. For these email actions, unanimous approval of the full membership of the Board is required. Otherwise, the item is tabled until the next telephonic Board meeting.
SECTION 5. Voting
Each Individual or Household 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 s/he is present, except that in the case of Board elections, dues for the current year must have been paid by January 31 of the current year in order for the member to be eligible to vote in a Board election. Proxy voting will not be permitted at any club meeting or election.
ARTICLE III: DIRECTORS AND OFFICERS
SECTION 1. Board of Directors
The Board shall be composed of the President, Vice President, Secretary, Treasurer, AKC Delegate (who may be another officer or Board member) and five other persons, all of whom shall be Individual or Household Members in good standing. They shall be elected for two-year terms as provided in Article IV, and shall serve until their successors are elected. General management of the Club s affairs shall be entrusted to the Board. The prior President of the Board shall be invited to attend Board meetings as a non-voting member.
SECTION 2. Officers
The Club s officers, consisting of the President, Vice President, Secretary, Treasurer and AKC Delegate, shall serve in their respective capacities both with regard to the Club and its meetings and the Board and its meetings.
a) 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 Bylaws. The President has the authority to sign the Club checks up to a maximum of $250 without prior Board approval. The President is responsible for all correspondence by the Club to outside organizations.
b) The Vice President shall have the duties and exercise the powers of the President in case of the President s death, absence, or incapacity, in addition to those specified in these Bylaws, or as directed by the President.
c) The Secretary shall keep a record of all meetings of the Club and of the Board and of all votes taken by mail/email, and of all matters of which shall be ordered by the Club. The Secretary shall have charge of all correspondence to members, notify members of meetings, notify officers and directors of their election to office, keep a roll of the members of the Club with their contact information, and carry out such other duties as are prescribed in these Bylaws.
d) The Treasurer shall collect and receive all monies due or belonging to the Club. He/she shall deposit the same in a bank in the name of the Club. His/her books shall, at all times, be open to inspection by the Board and he/she shall report quarterly the condition of the Club finances. He/she may pay normal Club operating expenses as approved by the Board in the annual budget, or up to two hundred fifty ($250.00) without Board approval. At the Annual Meeting, he/she shall render an account of all monies received and expended during the previous fiscal year. The Treasurer shall be bonded in such amount, as the Board shall determine.
(f) The AKC Delegate may also be another officer or Board member. The AKC delegate shall represent the Club at AKC delegate meetings, and shall report to the Board and to the membership on business conducted and issues discussed at AKC delegate meetings.
SECTION 3. Vacancies
Any vacancies occurring among the officers during the year shall be filled until the next Board Election by a majority vote of all the then members of the Board; 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 be filled by the Board. Any vacancies occurring among the Board shall be filled by the alternate person to the Board. The alternate would be the person with the next highest amount of votes for the Board, as taken from the ballot results.
ARTICLE IV: THE CLUB YEAR, NOMINATIONS, AND ELECTIONS
SECTION 1. Club Year
The Club s fiscal year shall begin on the first day of January and end on the last day of December.
SECTION 2. Voting
At the Annual Meeting or at a special meeting of the Club, voting shall be limited to those Individual and Household Members in good standing who are present at the meeting, except for the bi-annual election of Officers and Directors and amendments to the Constitution and Bylaws, which shall be decided by written ballot cast by mail. Voting by proxy shall not be permitted. The Board may decide to submit other specific questions for decision of the members by written ballot cast by mail. Voting on Specialty judges and venue may be by mail/email based on the member s preference as expressed in writing via an Electronic Notification Authorization/Waiver.
SECTION 3. Elections
Elections will take place every two years, in odd years only.
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. Nominations
No person may be a candidate in a Board election who has not been nominated in accordance with these Bylaws. By January 1, the Board shall select a Nominating Committee consisting of three members and two alternates, and not more than one of them may be a member of the Board. The Secretary shall immediately notify the committeemen and alternates of their selection. The Board shall name a chairman for the committee and it shall be such person's duty to call a committee meeting, which shall be held on or before February 1.
(a) On or before February 15, the Nominating Committee shall nominate one candidate for each office and position on the Board and, after securing the consent of each person so nominated, shall immediately report their nominations to the Secretary in writing. The Nominating Committee shall also obtain a resume of not more than 250 words on each nominee so chosen. The Secretary shall, in turn, immediately advise the membership of the names of all those so nominated, along with their addresses.
(b) Additional nominations of eligible members may be made by written petition addressed to the Secretary and postmarked to his or her regular address. The Secretary must receive petitions not later than March 1. The petitions must be signed by five Individual or Household Members in good standing not of the same household and accompanied by both the written acceptance of each additional nominee signifying his or her willingness to be a candidate and a resume of not more than 250 words of each additional nominee. 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 those members who have not accepted a nomination of the Nominating Committee.
(c) If no valid additional nominations are received in accordance with Section 4 (b) above, the Nominating Committee's slate shall be declared elected on April 1 and no balloting will be required. The elected nominees' resumes shall be published in the next issue of the Club's newsletter.
(d) If one or more valid additional nominations are received by the Secretary on or before March 1, the Secretary shall, on or before March 10, mail to each Individual and Household Member in good standing a ballot listing all of the nominees for each position in alphabetical order, including their cities and states of residence and with the nominees' resumes attached. This ballot and attachments shall be mailed together with a blank envelope and a return envelope addressed to the Inspector of Elections, an outside entity (i.e., a person who is not a member of the Club and who has no personal or business relationship with any Club member), which the Board shall engage to count the ballots. The ballot shall be marked 'Ballot' and the return envelope bearing as a return address the name of the member to whom it was sent. So that the ballots may remain secret, each voter, after marking the ballot, shall seal it in the blank envelope, which shall then be placed in the second envelope addressed to the Inspector of Elections. Ballots must be received by March 25. The Inspector of Elections shall check the return against the list provided by the Secretary of Individual and Household Members whose dues are paid by January 31 of 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. The Inspector of Elections shall notify the current and in-coming Secretaries of all election results before April 1. The out-going Secretary shall immediately notify the membership of all election results (via regular mail or email based on the member s preference as expressed in writing via an Electronic Notification Authorization/Waiver) and the in-coming Secretary shall post the results in the next issue of the Club s newsletter.
(e) Nominations cannot be made at the Annual Meeting or in any manner other than as provided above.
(f) Officers and Directors shall take office immediately upon the conclusion of the election and each retiring officer shall turn over to the successor in office all properties and records relating to that office within 30 days after the election.
ARTICLE V: COMMITTEES AND APPOINTMENTS
SECTION 1
The Board may, each year, appoint standing committees and individuals to advance the work of the club in such matters as: PPPCA Registry, Dog Shows, Membership, Website, Rescue, Legislation, Health and Research, Historian, Judges' Education, Newsletter, Fundraising, Breeder Referral, 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.
SECTION 3.
Each committee chair shall maintain all records pertaining to the function of the committee, and shall relinquish such records to any successor or to the President within 30 days of the termination of his or her appointment.
SECTION 4. Specialty Show Committee
a) The membership shall nominate and choose the Conformation judge(s) for all Specialty shows and Sweepstakes events.
The nominees names shall be submitted to the membership for a vote at a Club meeting or by mail or email (based on the member s preference as expressed in writing via an Electronic Notification Authorization/Waiver), with those receiving the most votes invited to judge at the Specialty.
b) Application for a Specialty show must be filed with the Secretary on a Board approved application form by a date specified by the Board in the year preceding the date of the proposed show.
c) The list of Specialty applications (show, location, date, and chairman) will be printed in the newsletter and/or mailed/emailed to the members (based on the member s preference as expressed in writing via an Electronic Notification Authorization/Waiver), and voted on by the membership by written ballot or email to the Secretary in the 30 days following publication of the applications in the newsletter or other notification.
ARTICLE VI: DISCIPLINE
SECTION 1. American Kennel Club Suspension
Any member who is suspended from all the privileges of the American Kennel Club automatically shall be suspended from the privileges of this Club for a like period.
SECTION 2. Charges
Any member may prefer charges against a member for alleged misconduct prejudicial to the best interest of the Club or Breed. Written charges with specifications must be filed in duplicate with the Secretary, together with a deposit of fifty dollars ($50.00), which shall be forfeited if such charges are not sustained by the Board following a hearing. 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 action alleged in the charges, if proven, might constitute conduct prejudicial to the best interest of the Club or Breed. If the Board considers that the charges do not allege conduct that would be prejudicial to the best interest 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 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, by a majority of those present, may reprimand or suspend the defendant from all privileges of the Club for not more than six (6) months from the date of the hearing, or until the next Annual Meeting, if that will occur after six (6) months. A reprimand is a written warning to a member after charges have been filed in accordance with these bylaws, and it is determined that the member s conduct was not severe enough to warrant a suspension. If the Board determines that suspension is insufficient punishment, 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 Annual Meeting, which considers the recommendation of the Board. 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 decision and penalty, if any.
SECTION 4. Expulsion
Expulsion from the Club may be accomplished only at the Annual Meeting following a hearing and upon the recommendation of the Board as provided in Section 2 of this Article. 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, the findings, and the recommendations, and shall invite the defendant, if present, to speak in his/her own behalf. The Individual and Household Members present at the Annual Meeting shall then vote by secret ballot on the proposed expulsion. A two-thirds (2/3) vote of those present and voting at the Annual Meeting shall be necessary for expulsion. If expulsion is not so voted, the suspension shall stand.
ARTICLE VII - EXPENDITURES
SECTION 1. Budget
The Board shall adopt in November, and may amend from time to time, a budget to cover anticipated expenditures for the year. Approval of the budget shall constitute authority for the Treasurer to pay the bills covered thereby. Subject to instructions from the Board, the Treasurer shall assign each expenditure to its proper category within the budget.
SECTION 2. Extraordinary Expenditures
If, in the opinion of the Treasurer, any item in any bill to the Club is in excess of or is not covered by the budget and is in excess of $250, the question shall be immediately submitted to the Board for its decision.
ARTICLE VIII: AMENDMENTS
SECTION 1. Process
Amendments to the Constitution and Bylaws may be proposed by the Board or by written petition to the Secretary signed by twenty (20) percent of the Individual and Household Members in good standing. Amendments proposed by such petition shall be promptly considered by the Board and must be submitted to the membership with recommendations of the Board by the Secretary for a vote within three (3) months of the date when the Secretary received the petition.
SECTION 2. Timetable & Voting
The Constitution and Bylaws may be amended at any time, provided a copy of the proposed amendment has been mailed by the Secretary to each Individual and Household Member in good standing on the date of the mailing, accompanied by a ballot on which he/she may indicate his/her choice for or against the action to be taken. The notice shall specify a date not less than thirty (30) days after the date of mailing by which date the ballots must be received by the Secretary to be counted. The favorable vote of two-thirds (2/3) of the Individual and Household Members in good standing who return valid ballots within the time limit shall be required to effect any such amendment.
No amendment to the constitution and bylaws that is adopted by the Club shall become effective until it has been approved by the Board of Directors of the American Kennel Club.
ARTICLE IX: DISSOLUTION
SECTION 1.
The Club may be dissolved at any time by the written consent of not less than two-thirds (2/3) of the Individual and Household Members in good standing. 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.
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 meetings shall permit, shall be as follows:
Roll Call*
Minutes of the Last Meeting*
Report of the President*
Report of the Secretary*
Report of the Treasurer*
Report of Committees*
Unfinished Business
Election of New Members
New Business
Adjournment
* These reports must be in writing and read at the meeting and become the property of the Club s records.
SECTION 2.
At meetings of the Board, the order of business, unless otherwise directed by a majority vote of those present, shall be as follows:
Minutes of the Last Meeting
Report of the Secretary
Report of the Treasurer
Report of the Committees
Unfinished Business
Election of New Members
New Business
Adjournment
ARTICLE XI: LOCAL CLUBS
SECTION 1. Formation of Local Clubs
Formation of local clubs shall be encouraged by the Parent Club, and each local club will be accepted upon approval by the Parent Club Board of the applicant local club s Constitution and Bylaws and a membership consisting of PPPCA members in good standing. Each January, local clubs will be required to submit to the Parent Club a current membership list and yearly affiliate club dues of not to exceed fifty dollars ($50). All Constitution and Bylaws changes must be submitted to the Parent Club for approval.
SECTION 2.
Affiliate clubs of PPPCA wishing to hold a Specialty Show must make application as per Article V, Section 4.
ARTICLE XII: RULES OF ORDER
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 bylaws and any other special rules of order the Club may adopt.
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