NNTC Constitution and By-Laws


Constitution and By-Laws of

The Norwich and Norfolk Terrier Club

(as amended 1 Feb 1998)

Constitution

ARTICLE I

Names and Objectives

Section 1. The name of the Club shall be THE NORWICH AND NORFOLK TERRIER CLUB.

Section 2. The objectives of the Club shall be:

(a) to operate and function as an educational non-profit organization;
(b) to conduct educational meetings, programs, classes, seminars, match and other shows, and any and all other activities that relate to the education of the general public, dog owners, dog breeders, and dog trainers in matters pertaining but not limited to the welfare, well-being, training, protection and advancement of the interests of dogs in general and Norwich and Norfolk Terriers in particular;
(c) to do all possible to bring the natural qualities of Norwich Terriers and Norfolk Terriers to perfection;
(d) to urge members and breeders to accept the Standard of each breed, as approved by the American Kennel Club, as the only standards of excellence by which Norwich or Norfolk Terriers, respectively, shall be judged;
(e) to do all in its power to protect and advance the interests of the breeds and to encourage sportsmanlike competition at dog shows, field trials, and obedience trials;
(f) to conduct sanctioned matches, specialty shows, and obedience trials under the rules of the American Kennel Club; and
(g) to encourage the organization of affiliated Norwich and Norfolk Terrier specialty clubs in limited geographical areas where there are sufficient fanciers of the breeds to form a cohesive and mutually supportive organization, and to assist these clubs in their activities.
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 by-laws as may be required to carry out these objects.

Section 5. Affiliated clubs must adhere to the Constitution of The Norwich and Norfolk Terrier Club and may adopt additional by-laws provided they are not in contradiction to those of the national club.

By-Laws

ARTICLE I

Membership

Section 1. There shall be four types of membership:
(a) Regular Members. Individuals 18 years of age and older who presently own or have owned a Norwich or Norfolk Terrier, or whose immediate family members own or have owned a Norwich or Norfolk Terrier, and who have been elected to membership in the Club in accordance with these By-Laws. They shall received all Club mailings and newsletters. Spouses of regular members in good standing may join the Club upon payment of dues specified for couples and are then entitled to an individual vote.
(b) Junior Members. Individuals up to and including 17 years of age who presently own or have owned a Norwich or Norfolk Terrier, or whose immediate family members own or have owned a Norwich or Norfolk Terrier, and who have been elected to membership in the Club in accordance with these By-Laws. They may attend Club meetings but may not hold office or vote. They shall received all Club mailings and newsletters. Junior members in good standing shall be admitted to regular membership automatically at age 18.
(c) Honorary Members. Individuals selected by the Board with this lifetime designation for outstanding contribution to the breeds. Only one honorary member may be named in any calendar year. They shall have all the rights and privileges of regular members but shall be exempt from paying dues.
(d) Affiliated Clubs. Clubs formed and accepted in accordance with ARTICLE VI of these By-Laws. They shall have all the rights and privileges as set forth in ARTICLE VI.
Section 2. Dues
(a) Annual dues are payable on or before the first day of January of each year in such amounts as recommended by the Board and approved by the membership. No member may vote whose dues are not paid for the current year. The Treasurer shall send each member a statement of his dues for the ensuing year during the month of November. A second notice of indebtedness shall be mailed by January 15th and must be paid by January 31st.
(b) Dues for those persons elected to membership during the year shall be prorated.
Section 3. Election to Membership.
(a) Regular and Junior Members. Each applicant for membership shall be provided with a copy of the Constitution and By-Laws and shall apply on a form approved by the Board. The application form shall provide that the applicant agrees to abide by the Constitution and By-Laws of the Club, NNTC Members' Code, and the rules of the American Kennel Club. The application shall state the name, address and occupation of the applicant, information concerning his or her activities within the fancy, and any special qualifications which may relate to the business and operation of the Club. Each application shall be accompanied by letters of endorsement from two regular or honorary members. Endorsers must be personally acquainted with the applicant and must represent two separate households.

Applications and endorsements must be in the hands of the Membership Committee Chairman three weeks prior to a scheduled meeting of the Board. A summary of each completed application will be sent to each Board member ten days prior to the meeting. Applications will be reviewed by the Board and may be returned to the Membership Committee for additional information. If passed by a two-thirds majority of the Board, the names of the applicants will be presented to the general membership and circulated via the Minutes of the Club meeting with a stipulated waiting period of six weeks following the date of mailing, during which period members may challenge the admission of a nominee by written, factual, signed comment to the Corresponding Secretary. Those nominees not contested will be admitted to membership at the conclusion of the waiting period. Challenged applicants will be reconsidered at the next Board meeting; a negative decision of the Board shall be binding for two years.

(b) Honorary Members. Any member may present in writing a candidate for consideration as an honorary member to the Board, which shall have the privilege of electing one honorary member each year in recognition of some outstanding contribution or service to the breeds.
(c) Newly elected members will receive written confirmation of election to the Club and notification of dues payable. On payment of dues, the new member shall receive a current membership directory. If dues are not paid within 30 days, the Board has the option to void that person's membership.
Section 4. Termination of Membership. Membership may be terminated:
(a) by resignation. Any member in good standing may resign from the Club upon written notice to the Corresponding Secretary. No member may resign when in debt to the Club. Dues obligations are considered a debt to the Club, and they become incurred in the first day of each calendar year.
(b) by lapsing. A membership will be considered as lapsed and automatically terminated if such members dues remain unpaid by January 31st following a second notice from the treasurer, mailed on January 15th. In no case may a person be entitled to vote on any Club matter whose dues are unpaid as of the date of that vote.
(c) by expulsion. The Board shall have the power to suspend and the Club the power to expel as provided in ARTICLE VII of these By-Laws.

ARTICLE II

Meetings

Section 1. Annual Meeting. The annual meeting of the Club shall be held in conjunction with the Club's Specialty Show, if possible, at a place, date and hour designated by the Board. Written notice of the annual meeting shall be mailed by the Corresponding Secretary to each member at least 30 days prior to the date of the meeting. The quorum for the annual meeting shall be 10 per cent of the regular members in good standing.

Section 2. Special Club Meetings. Special Club meetings may be called by (a) the President, (b) a majority vote of the members of the Board, or (c) the Corresponding Secretary upon receipt of a petition stating the purpose of such meeting and signed by 10 per cent of the regular members of the Club who are in good standing. Such meeting shall be held at such place, date and hour as may be designated by the Board. Written notice of such meeting shall be mailed to all regular members by the Corresponding Secretary at least 14 days and not more than 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 for such a meeting shall be 10 per cent of the regular members in good standing.

Section 3. Board Meetings. The Board shall meet immediately following the annual meeting and election. Other meetings of the Board shall be held at such times and places as are designated by the President or by a majority vote of the entire Board. Written notice of each such other meeting shall be mailed by the Corresponding Secretary to each member of the Board at least 14 days prior to the date of the meeting, and Board members must reply concerning their intention to attend at least five days prior to the date of the meeting. A quorum for a Board meeting shall be a majority of the Board.

Section 4. The Board may conduct its business by mail through the Corresponding Secretary or by conference call, but decisions will require a majority consensus.

ARTICLE III

Governors and Officers

Section 1. Board of Governors. The management of the Club shall be vested in a Board constituted of Officers (President, First Vice President, Second Vice President, Treasurer, Corresponding Secretary, Recording Secretary) and six Governors, all elected from among the membership at large. All shall serve for a term of two years and shall be elected a the Club's annual meeting as follows: in even-numbered years, the President, Second Vice President, Corresponding Secretary, and three Governors; in odd-numbered years, the First Vice President, Treasurer, Recording Secretary, and three Governors. The Nominating Committee shall give reasonable attention to regional representation in its selection for the ballot and shall require assurance that the candidate will make every reasonable effort to attend meetings. The Past President shall serve on the Board for one year, with voting privilege.

All Officers and Governors are elected for two-year terms and may be elected for one successive term but thereafter are ineligible for re-election to the same office for one full term (two years), except the President, who may serve two consecutive terms but may not serve additional terms as years have elapsed.

There shall be a Delegate to The American Kennel Club who may be, but need not be, an Officer or Governor of the Club. The Delegate is elected at an annual meeting for a term of two years but may be continued in office for two more terms by majority vote of the Board. Thereafter, the Delegate must again be elected by ballot at the annual meeting. The Delegate shall attend Board meetings with vote. He shall represent the Club at The American Kennel Club until such time as his successor is seated.

Section 2. Duties of Officers

(a) The President shall preside at all meetings of the Club and of the Board and shall have the power to call special meetings. Interim decisions may be made by the President in communication with the Board. The President shall have the duties and powers normally appurtenant to the office of the President in addition to those particularly specified in these By-Laws.
(b) The First Vice President shall have the duties and exercise the powers of the President in case of the President's absence or incapacity. In the absence or incapacity of the First Vice President, these duties are assumed by the Second Vice President. The Vice Presidents may assume other duties, including committee Chairmanships, either standing or ad hoc, as requested by the President and/or Board.
(c) The Corresponding Secretary shall have charge of all correspondence in Club matters, keep the list of members, send out Club notices and ballots, and notify new members of their election. His or her signature shall be the official signature on documents requiring the signature of the Club Secretary, and his or her name and address shall be listed as Secretary by The American Kennel Club.
(d) The Recording Secretary shall take the minutes of Board meetings and general meetings and send them to the Corresponding Secretary for distribution.
(e) The Treasurer shall collect and receive all monies due or belonging to the Club and keep a record thereof. He shall deposit the same in the name of the Club in the bank approved by the Board. His books shall at all times be open to the inspection of the Board, and he shall report at every Board meeting the condition of the Club's finances and every item of receipt or payment not before reported. At the annual meeting he shall submit an account of all monies received and expended during the previous fiscal year. The Treasurer's books shall be audited by an auditor appointed by the President with the approval of the Board. The Treasurer shall be bonded, the expense to be borne by the Club.
Section 3. Vacancies. Any vacancy occurring among the Officers or Governors shall be filled for the remainder of that term of office by a majority vote of the Board, except that the office of the President shall automatically be filled by the First Vice President, and the resulting vacancy in the office of the First Vice President shall be filled by the Second Vice President, and the office of the Second Vice President may then be filled by Board appointment. Any vacancy in the position of Delegate shall be filled by an election held in the prescribed way.

ARTICLE IV

Meetings

Club Year; Voting; Elections; Nominations

Section 1. Club Year. The Club's fiscal year shall begin on the first day of January and end on the thirty-first day of December. The Club's official year shall begin immediately at the conclusion of the annual meeting and shall continue through the next annual meeting. The elected Officers, Governors and Delegate shall take office immediately upon the conclusion of the annual meeting, and each retired Officer shall turn over to his successor in office all properties and records relating to that office within 30 days after the election.

Section 2. Voting. At the annual meeting or at a special meeting of the Club, voting shall be limited to those regular members in good standing who are present at the meeting. The election of Officers, Governors and Delegate, amendments to the Constitution and By-Laws, and amendments to the Standards of the two breeds shall be conducted 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. Ballots for vote by mail will be sent by the Corresponding Secretary only to regular members in good standing at the time of the mailing and shall be in unduplicatable form. Unless otherwise specified in these By-Laws, a two-thirds majority of those voting shall be required for passage.

Section 3. Annual Elections. At the annual meeting for the election of Officers, Governors and Delegate, the vote shall be conducted by ballot unless the slate of the Nominating Committee shall be the only slate proposed, in accordance with Section 4 of this Article IV. To be valid, ballots must be received by the Corresponding Secretary before the opening of the meeting, either by mail or submitted by the member in person. Ballots shall be counted at the meeting by three inspectors of election who are regular members in good standing, who are neither members of the current Board nor of the Nominating Committee nor nominees on the ballot, and who shall be appointed by the President at the meeting. The person receiving the highest number of votes for each position to be filled shall be declared elected. In case of a tie vote, the tie shall be broken by a secret written ballot of regular members attending the annual meeting. 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 in the manner provided in ARTICLE III, Section 3.

Section 4. Nominations and Ballots. No person may be a candidate in a Club election who has not been nominated in accordance with these By-Laws. A Nominating Committee shall be chosen by vote of the Board at the Fall meeting. The Committee shall consist of three members and two alternates, all have been regular members in good standing for at least one year and none being a member of the current Board. The person receiving the highest number of votes shall become Chairman of the Nominating Committee. The Chairman of the previous Nominating Committee shall be an ex officio member of the current Committee, with a vote. The Nominating Committee may conduct its business by mail or by telephone.

(a) The Nominating Committee shall nominate from among the eligible members of the Club one nominee for each office or Board position to be filled and shall obtain in writing the acceptance of each nominee so chosen. No nominee shall be a member of the Nominating Committee. The Committee should consider geographical representation of the membership in selection of nominees. At least 14 weeks prior to the annual meeting, the committee shall submit its slate of nominees to the Corresponding Secretary, who shall send by first-class mail the list of nominees, designated "Slate of Nominating Committee" and including the full name, address, occupation and previous service to the Club of each nominee, to each regular member of the Club at least 12 weeks prior to the annual meeting in order that additional nomination may be made by the members if they so desire.
(b) Additional nominations of eligible members may be made by members' written petition signed by five regular members from five different households, addressed to the Corresponding Secretary and received at his published address at least eight weeks before the annual meeting. The petition must be accompanied by the written acceptance of each such nominee signifying his willingness to be a candidate and listing his full name, address, occupation and previous service to the Club. No person shall accept nomination for more than one position, with the exception of the position of Delegate to The American Kennel Club.
(c)
(1) If there are both a "Slate of Nominating Committee" and a "Slate of Additional Nominees Nominated by Members' Petition(s)," the Corresponding Secretary shall mail to each regular member of the Club in good standing these two slates, a statement from each candidate, and a ballot listing all alphabetically. So that the ballots may remain secret, each voter shall be instructed to seal his marked ballot in a blank envelope which in turn shall be placed in a second envelope addressed to the Corresponding Secretary and indicating the name of the sender. Only ballots received from regular members in good standing will be accepted.
(2) If no valid nominations by members' petition are received by the Corresponding Secretary on or before the deadline set in Section 4(b) of this ARTICLE IV, the Nominating Committee's slate shall be declared elected at the time of the annual meeting, and no balloting will be required.
(d) Nominations may not be made at the annual meeting nor in any manner other than as provided above.

ARTICLE V

Committees

Section 1. The Board may appoint standing committees as follows:

Annual Club Prizes Ethics Program
    and Show Statistics Finance Publications
Bench Membership Standards
Education Obedience Trophy

and such other committees as are appropriate. All committees shall be subject to the final authority of the Board. They shall submit reports and await Board approval of major programs.

Section 2. The committee chairmen shall be proposed by the President and approved by a majority vote of the Board within 30 days following the annual meeting. Each chairman shall have the authority to appoint the members of his or her committee, subject to the approval of the Board.

Section 3. The committee chairmen shall serve for a term of two years and are eligible for reappointment for one full term of two years. The duties and obligations of all committees shall be set forth in detail in the Club Committee Manual.

Section 4. Any committee appointment may be withdrawn at any time by a majority vote of the full membership of the Board upon written notice to the appointee, and the Board may then appoint successors.

ARTICLE VI

Affiliated Clubs

The purpose of this Article is to promote participation in dog-related activities by owners of Norwich and Norfolk Terriers and interested persons who may not be able or wish to participate as regular members of The Norwich and Norfolk Terrier Club and to supply to such persons a small, localized group in a limited geographic area for exchange of information and mutual support of activity with their dogs. Such a group should in no way be used to dilute the activities of the national Club and must in all ways conform to the Constitution and By-Laws of the national Club. The Norwich and Norfolk Terrier Club, as the parent club, will advise and assist affiliated clubs and their activities as requested and as feasible.

Section 1. Membership. Members of affiliated clubs must reside within the territory of the affiliated club as approved by The American Kennel Club. An affiliated club must maintain a membership of at least ten persons and must be open to both Norwich and Norfolk Terrier owners. Members of affiliated clubs may be members of The Norwich and Norfolk Terrier Club. Clubs may apply for affiliate membership when eligible to apply to The American Kennel Club to hold a B-level Sanctioned Match or any level above B.

Section 2. Dues. Annual dues are payable on or before the first day of January of each year. Dues payable to The Norwich and Norfolk Terrier Club by an affiliated club shall be determined by the Board of Governors of The Norwich and Norfolk Terrier Club, not to exceed three times the dues for an individual member of The Norwich and Norfolk Terrier Club. The Treasurer shall send a statement of dues for the ensuing year during the month of November. A second notice of indebtedness shall be mailed six weeks after the dues are payable. An affiliation will be considered as lapsed and automatically terminated if unpaid by April 1.

Section 3. Rights and Privileges of Membership. The affiliated club may appoint a delegate, preferably an officer of the club, who may attend meetings of The Norwich and Norfolk Terrier Club, and if the affiliated club is in good standing, may vote as instructed by the club. The delegate may be invited to attend portions of Board meetings as appropriate. The club will receive, via its Secretary, all mailings and newsletters. News of affiliated club activities will be published in The Norwich and Norfolk News and AKC Gazette column by submission to the editor(s) thereof. Shows and other activities of affiliated clubs will be supported as appropriate by the parent club, and committee chairmen of the parent club will be expected to assist their affiliated club counterparts when requested, if possible.

Section 4. Application for Affiliate Status. Any Norwich and Norfolk Terrier club having a membership in conformity with Section I of ARTICLE VI may apply for affiliate member status. Such application shall be submitted to The Norwich and Norfolk Terrier Club Membership Committee on an application form supplied by The Norwich and Norfolk Terrier Club. The form shall provide that the affiliated club agrees to abide by the Constitution and By-Laws of the parent club, the NNTC Code of Ethics, and the rules of The American Kennel Club. The application must be accompanied by a complete list of members, their addresses, occupations, dog-related activities, and whether junior or regular members; a copy of the club's constitution, by-laws and other rules; a history of the club and its activities; and a statement of the territory within which the club wishes to function, this territory to be approved by The American Kennel Club. This application will be reviewed by the Membership Committee and then referred to the Board for review. Either body may return the application for further information and/or clarification. Election to affiliate status requires affirmative votes of two-thirds of the entire Board voting by mail. A club whose application is declined by the Board may reapply after a one-year waiting period.

Section 5. An affiliated club may be lapsed, suspended or expelled as provided elsewhere for members.

ARTICLE VII

Discipline

Section 1. American Kennel Club Suspension. Any member who is suspended from 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 in contradiction to the NNTC Members' Code and thus prejudicial to the best interests of the Club or the breeds. Written charges with specifications must be filed in duplicate with the Corresponding Secretary together with a deposit of $50.00, which shall be forfeit if such charges are not sustained following a hearing by the Board or a committee. The Corresponding Secretary shall promptly send a copy of the charges to each member of the Board or present them to a Board meeting. 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 breeds. If the Board considers that the charges do not allege conduct which would be prejudicial to the best interests of the Club or of the breeds, it may refuse to entertain jurisdiction. If the Board entertains jurisdiction of the charges, it shall fix a date for a hearing by the Board or by 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 registered mail, return receipt requested, 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.

Section 3. Board Hearing. The Board or 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. Should the charges be sustained after hearing all the evidence and testimony presented by complainant and defendant, the Board or committee may by a majority vote of those present suspend the defendant from all privileges of the Club for not more than six months from the date of the hearing. If the Board or committee deems suspension insufficient, it may recommend to the membership that the penalty be expulsion and suspend the defendant until the next annual meeting. In such cases, 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 committee. Immediately after the Board or committee has reached a decision, its findings shall be put in written form and filed with the Corresponding Secretary. The Corresponding Secretary shall in turn notify each of the parties of the decision and penalty, if any.

Section 4. Expulsion. Expulsion of a member from the Club may be accomplished only at the annual meeting of the Club following a hearing and upon the recommendation of the Board or committee as provided in Section 3 of this ARTICLE VII. The defendant shall have the privilege of appearing in his own behalf although no evidence shall be taken at this meting. The President shall read the charges, findings and recommendations and shall invite the defendant, if present, to speak in his own behalf. The members shall then vote by secret written ballot on the proposed expulsion. A two-thirds 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 VIII

Amendments

Section 1. Amendments to the Constitution and By-Laws and to the Standards for the breeds may be proposed by the Board or by written petition addressed to the Corresponding Secretary signed by 20 per cent of the regular membership in good standing. Amendments proposed by such petition shall be promptly considered by the Board and must be submitted to the regular members with recommendations of the Board by the Corresponding Secretary for a vote within three months of the date the petition was received by the Corresponding Secretary.

Section 2. The Constitution and By-Laws and the Standards may be amended at any time provided a copy of the proposed amendment has been mailed by the Corresponding Secretary to each regular member in good standing on the date of the mailing, accompanied by a ballot on which he may indicate his choice for or against the action to be taken. The notice shall specify a date not less than 30 days after the date of mailing, by which date the ballots must be returned to the Corresponding Secretary to be counted. The favorable vote of two-thirds of the regular members in good standing who return valid ballots within the time limit shall be required to effect such amendment.

Section 3. No amendment to the Constitution and By-Laws or to the Standards 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 and Division

Section 1. The Club may be dissolved at any time by the written consent of not less than two-thirds of the members in good standing. In the event of the dissolution of the Club, other than for the 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, this organization to be selected by the Board.

Section 2. The possible future division of the Club into two clubs, each representing one breed, would be processed as a constitutional amendment. Distribution of assets shall be addressed in the motion to divide.

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 meeting may permit shall be as follows:
Roll Call
Minutes of the Last Meeting
Reports of Officers
Reports of Committees
Report on Board Meeting
Election of Officers and Board (at annual meeting)
Unfinished Business
New Business
Adjournment
Section 2. At meetings of the Board, the order of business, unless otherwise directed by majority vote of those present, shall be as follows:
Minutes of the Last Meeting
Reports of Officers
Reports of Committees
Election of New Members
Unfinished Business
New Business
Adjournment