ARTICLE II

Meetings and Voting

SECTION 1: Club Meetings

1. The Annual Meeting shall be held in the month of November. The Annual Meeting is a Closed Meeting.
    
2. The date for one (1) additional Closed Meeting will be decided by the Board at their first meeting following their installation. In addition to the two (2) Closed Meetings, there shall be at least five (5) more meetings, for a total of at least seven (7) meetings. A quorum at a Club meeting shall consist of 12 regular members, including 3 of the Officers of the Club other than Directors.
    

SECTION 2: Special Club Meetings

1. Special Meetings may be called by the President or by a majority vote of the Board of Directors, or by the written request of least seven (7) Regular Members, and such request must be filed with the Recording Secretary. Said meeting shall be called by the Corresponding Secretary who must send written notice of said meeting to all Regular, Junior and Honorary members at least ten (10) days prior to the meeting and shall state the purpose of the meeting, and no other Club business may be transacted.
    

SECTION 3: Executive Board Meetings.

1. Meetings of the Board of Directors shall be held within the present boundaries of the Club. The time and place shall be decided on at the first meeting of the Board following their installation. A minimum of six (6) meetings per year shall the held by the Board of Directors. A quorum at an Executive Board Meeting shall consist of six (6) members of the Executive Board. No one should have a vote at any Executive Board meeting except actual Members of the Board.
    

SECTION 4: Special Board Meetings

1. Additional meetings may be called (1) by a majority vote of the Board at the preceding Board meeting; (2) may be called by the President; or (3) may be called by three other members of the Board. If the meeting is called under provision (2) or (3) above, the Corresponding Secretary shall send notice at least four (4) days prior to the meeting to all members of the Board or, in of emergency, must notify all members of the Board by telephone or e-mail.
    

SECTION 5: Voting

1. No member is allowed to vote by proxy or absentee ballot.
    
2. Only Regular Members whose dues and other delinquent financial obligations to the Club are paid at or before the Annual Meeting are eligible to vote.
    
3. All votes shall be counted on basis of votes cast.
    
4. Voting shall be by secret ballot for election of Officers and Directors and for election to membership. Voting on disciplinary charges shall also be by secret ballot.
    
5. All matters and elections are decided by a majority of votes cast unless otherwise stated here or in the Standing Rules.
    
6. The President shall appoint three members as tellers for each vote.
    

ARTICLE III

Directors and Officers

SECTION 1: Executive Board

1. The management of this Club shall rest in an Executive Board, which shall consist of the Officers and Directors.
    
2. The Duties of The Executive Board Shall be to carry out the objectives and purposes of the Club; to direct the routine business affairs of the Club, including the approval of expenditures of the Club Funds for purchases and obligations not to exceed the amount of $200.00; to study matters referred by the general membership or otherwise and make recommendations to the membership as to their findings; to take such actions as may become necessary from time to time in the best interest of the Club or as defined in the Standing Rules.
    
3. The term of office for all Officers shall be two (2) years, with no term limits. This term shall commence with the installation of the Officers at the start of the first Regular Meeting of the Club following the Annual Meeting and irrespective of calendar time shall run until their successors in office are duly installed. However, in the case of Officers and Directors elected to fill vacancies, installation shall follow immediately after their election.
    
4. Each of the six (6) Directors shall serve a term of two (2) years, with no term limits, with three (3) Directors being elected at each Annual Meeting. This term shall coincide with the installation of the Officers at the start of the first Regular Meeting of the Club following the Annual Meeting. If a Director shall miss three (3) consecutive Board Meetings, the Board may, at its discretion, declare such office vacant.
    

SECTION 2: Officers

1. The club’s Officers, consisting of the President, First Vice-President, Second Vice-President, Recording Secretary, Corresponding Secretary, and Treasurer, shall serve in their respective capacities both with regard to the club and its meetings and the board and its meetings.
    
2. President. 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 shall enforce the Constitution, By-Laws and Standing Rules; make nominations and appointments as provided herein. He may vote on all matters decided by secret ballot and all amendments to the Constitution and By-Laws. He shall vote on all other matters only in the case of a tie. He shall preside at all Board Meetings unless he appoints another Chairman, and he may vote on all matters of the Board. He is an ex-officio member on all Committees except the Nominating Committee. In the absence of the Treasurer, he may sign checks for the Club. It shall be the paramount responsibility of the President to provide for an orderly transition from administration to administration once his successor has been elected. He shall see that vital Club activities are continued; however, every effort should be made to have new appointees take over their responsibilities in the interim between his successor’s election and installation. Although continuing as Chief Executive of the Club, he is enjoined to consult with his successor and should invite all new officials to any interim Board or Committee Meetings to which they might not otherwise be entitled to attend. The President shall install, or cause to be installed, his successor no later than the close of Old Business, and preferably at the opening of the First Regular Meeting following the Annual Meeting.
    
3. First Vice-President. It’s shall be the duty of the First Vice-President to act in the absence of and assume the duties of the President. He shall serve as Chairman for the Puppy Matches or appoint a Chairman of his choice.
    
4. Second Vice-President. It shall be the duty of the Second Vice-President to act in the absence of and assume the duties of the President or the First Vice President in their absence. He shall be the Bulletin Chairman or appoint a Chairman of his choice.
    
5. Recording Secretary. It shall be the duty of the Recording Secretary to record the Minutes of all meetings and maintain the Club’s Minute Book in order, to have the Minutes of the preceding meeting available at each Club meeting and to read them when called upon; to keep records of all reports and appointments. He shall have a copy of the Constitution and By-Laws, Standing Rules and a copy of the Roberts Rules of Order at every meeting. The Recording Secretary, to maintain a current list of Standing Rules, will record in the minutes, cause to be published and add to the list all Standing Rules accepted by the membership. It shall be the sole responsibility of the Recording Secretary to administer all matters pertaining to membership and status of membership.
    
6. Corresponding secretary. It shall be the duty of the Corresponding Secretary, at the direction of the President, the Executive Board or the general membership, to send letters and other correspondence in the Club’s name; to receive correspondences directed to the Club and to present all such correspondence to the Executive Board and to have all such correspondence announced and available for reading or reference at the following Regular Meeting of the Club; to maintain the Club’s correspondence files in order. By January 30th of each year he shall furnish the Great Dane Club of America with a list of all names and addresses of the Club’s Officers, Directors and Regular, Junior and Honorary Members, which list shall be accompanied by a check in payment of annual dues to the Great Dane Club of America.
    
7. Treasurer. It shall be the duty of the Treasurer to have custody of all funds and disburse as authorized. He shall keep proper account of all the financial transactions of the Club and have such records and reports available at each meeting of the Club. At the end of the Fiscal Year he shall prepare a written financial report and itemized statement, which report shall be read at the first general meeting of the following calendar year and then filed with the Records of the Club. Before February 28th of each year he shall furnish a list of members whose dues are paid to the Bulletin Editor. Annual audit of the Treasurer’s books will be conducted by the third week of January.
    
8. Directors shall attend Board Meetings and act as representatives of the General Membership.
    
9. It shall be the responsibility of each Officer to turn over any and all records to his successor.
    
10. The Board shall be empowered to recommend to the membership the removal from office any Officer or Director not performing his duties satisfactorily. To be removed from office requires a two-thirds majority of votes cast.
     

SECTION 3: Vacancies

1. Any vacancy which might occur during an unexpired term of office shall be filled by a majority vote at the next Regular Meeting following the occurrence of such vacancy.
    
2. The President may appoint an Acting Officer for any Officer or Director on a temporary leave of absence from illness or other reason.
    

ARTICLE IV

The Club Year, Annual Meeting, Elections

SECTION 1: Club Year

1. The club’s fiscal year shall begin on the first day of December and end on the last day of November. The club’s official year shall begin immediately at the conclusion of the election at the annual meeting and shall continue through the election at the next annual meeting.
    

SECTION 2: Annual Meeting

1. The annual meeting shall be held in the month of November, at which Officers and Directors for the ensuing year shall be elected by secret ballot from among those nomi-nated in accordance with Section 4 of this Article. .
    

SECTION 3: Elections

1. 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

1. A Nominating Committee consisting of seven (7) members shall be selected in the following manner: One (1) member shall be appointed by the President. Two (2) members and one (1) alternate shall be selected by the Executive Board at their June or July meeting and four (4) members and one (1) alternate shall be selected at the Regular July Meeting by a majority of votes cast. All members of the Nominating Committee must have attended three (3) meetings during the current fiscal year and must have been a member in good standing for at least one (1) year. Five (5) Nominating Committee members will constitute the required quorum, including the Chairman. The Chairman of the Committee shall be elected by the Committee at their first meeting. The President shall not serve as an ex-officio member this Committee.
    
2. The Nominating Committee, after considering the eligibility, qualifications and interest of their nominees, and after ascertaining the availability and willingness of each nominee, shall present their findings in the form of a recommended slate of nominees to the Executive Board in writing at said Board’s August or September meeting; and the recommendations of the Nominating Committee shall be published in the August or September bulletin of the Club.
    
3. Additional nominations to any office, including that of Director may be made by presenting said nomination, including the written acceptance of the nominee to the Chairman of the Nominating Committee before October 1st.
    
4. All nominations to each office, including those of the Nominating Committee and those made in accordance with paragraph (C) above shall be published in the November bulletin.
    
5. No nomination shall be made from the floor unless there are no valid nominations for the office being voted upon from the above mentioned sources.
    
6. All nominees for office must have attended at least four (4) meetings, one (1) of the four(4) meetings must be a closed meeting, as a member during the current fiscal year and have been a member in good standing for at least one (1) year.
    

ARTICLE V

Committees

SECTION 1: Appointments

1. Appointments for Committees and any other special assignment shall be made by the President, except as specified herein or in the Standing Rules.
    
2. The Standing Committees shall be appointed by the President and Executive Board, but must include the following: Betterment of the Breed Committee, Specialty Show Committee and Ways and Means Committee.
    
3. All appointments must state specifically the purpose and term of such assignments, and be published in the bulletin including the names of the committee members.
    
4. Each Chairman of a committee should report to the Executive Board or to the Club when called upon to do so.
    
5. The President shall appoint a Delegate to the Great Dane Club of America and such alternates as may be necessary.
    
6. The President shall provide a Sergeant-At-Arms.
    
7. The President shall appoint a Historian and a Custodian of Club records.
    

ARTICLE VI

Discipline of Members

SECTION 1: American Kennel Club Suspension.

1. 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

1. Charges by an individual member.
    
   1. Any person may be charged for any act which tends to discredit the Breed, the Club, or any of its members.
       
   2. Charges against a member must be filed with the Recording Secretary in duplicate and accompanied by a $25.00 deposit. If charges are not sustained the $25.00 deposit shall be forfeited; if charges are sustained, the deposit shall be returned to the depositor.
       
   3. The Recording Secretary shall promptly notify the Executive Board of the charges filed. 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. If the board considers that the charges do not allege conduct which would be prejudicial to the best interests of the club, it may refuse to entertain jurisdiction. If the board entertains jurisdiction of the charges, the board shall then fix a date for hearing within four (4) weeks. The member so charged shall be given two (2) weeks’ notice by the Secretary by registered mail, addressee only required, return receipt requested, giving time, date and place of hearing, together with a copy of the charges; and he shall be notified that he may submit a written defense to the Recording Secretary for distribution to the Executive Board.
       
   4. Should charges be sustained after hearing of evidence by the Executive Board, the Board may make a recommendation for suspension or expulsion to the Club at the next Closed or Special Closed meeting at which time their findings and evidence shall be presented to the membership. Notice of such pending action shall be published in a special letter to the membership, 30 days preceding the meeting at which action will be taken.
       
   5. A two-thirds majority of the votes cast shall be necessary for expulsion or suspension of the member. .
       
2. Charges by the Executive Board.
    
   1. Action shall be taken on the Board’s recommendation and in the same procedure as outlined in Article IV, Section 2, paragraph A.
       

SECTION 3: Board Hearing

1. Should the charges be sustained after hearing all the evidence and testimony presented by complainant and defendant, the board may by a majority vote of those present 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 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 Recording Secretary. The Recording Secretary, in turn, shall notify each of the parties of the board’s decision and penalty, if any.
    

SECTION 4: Expulsion

1. Expulsion of a member from the club may be accomplished only at a meeting of the club following a board hearing and upon the board’s recommendation as provided in Section 3 of this Article. Such proceedings may occur at a regular or special meeting of the club to be held within 60 days but not earlier than 30 days after the date of the board’s recommendation of expulsion. The defendant shall have the privilege of appearing in his 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 own behalf if he 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.
    

ARTICLE VII

Amendments

SECTION 1:

1. Amendments to the constitution and bylaws may be proposed by the board of directors or by written petition addressed to the Recording Secretary signed by 20 percent of the membership in good standing. Amendments proposed by such petition shall be promptly considered by the board of directors and must be submitted to the members with recommendations of the board by the Corresponding Secretary for a vote within three months of the date when the petition was received by the Recording Secretary. .