Constitution & Bylaws
These Bylaws are subject to and governed by the State of California Not-For Profit Corporation Laws and the Articles of Incorporation of the Korean Jindo Association of America. In the event of a direct conflict between the provisions of these bylaws and the mandatory provisions of the California State Not-For-Profit Laws, the California State Not-For-Profit Corporation Act will be controlling.
ARTICLE I - CORPORATE NAME AND PROVISIONS
SECTION 1. Name and Business Office. The name of this Corporation is KOREAN JINDO ASSOCIATION OF AMERICA. (KJAA.) The principal office for its transaction of business shall be an address designated by the Board of Directors and may be changed at any time by a vote of the Board.
SECTION 2. Purposes of the Club.
A. The purpose of the Association to preserve the Korean Jindo in its historical forms and functions and to educate the public about the breed. This is pursued through a commitment to encourage owners to take part in activities with aid, promote, and foster the preservation of purebred Jindos in the US.
B. The specific purposes of the Association are:
(a) to encourage and promote quality in the breeding of purebred Jindos and to do all possible to bring their natural qualities to perfection;
(b) to encourage the organization of independent local Jindo Specialty Clubs in those localities where there are sufficient fanciers of the breed to meet the requirements of The American Kennel Club;
(c) to urge members and breeders to accept the standard of the breed as approved by The American Kennel Club as the only standard of excellence by which the Jindo shall be judged;
(d) to do all in its power to protect and advance the welfare and best interests of the breed and to encourage sportsman like competition at all events held under AKC Rules and Regulations;
(e) to conduct Sanctioned matches, and license events for which the club is eligible, under the Rules and Regulations of The American Kennel Club;
(f) to disseminate accurate information about the Jindo specifically and dog care in general and to educate the general public.
SECTION 3. Limitations. The property of this Corporation is irrevocably dedicated to social welfare purposes and no part of the net income or assets of this Corporation shall ever inure to the benefit of any director, officer, or member thereof or to the benefit of any private person. Upon the dissolution or winding up of the Corporation, its assets remaining after payment or provision for payment, of all debts and liabilities of this Corporation shall be distributed to a nonprofit fund, foundation or Corporation which is organized and operated exclusively for either charitable or social welfare purposes, having established its tax exempt status under either Section 501(c)(3) or 501(c)(4) as applicable, for the benefit of dogs.
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 objects.
SECTION 5. Construction and Definitions. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Nonprofit Law shall govern the construction of these Bylaws. Without limiting the generality of the preceding sentence, the masculine gender includes the feminine and neuter, the singular includes the plural, the plural includes the singular, and the term “person” includes both a legal entity and a natural person.
SECTION 2. Purposes of the Club.
A. The purpose of the Association to preserve the Korean Jindo in its historical forms and functions and to educate the public about the breed. This is pursued through a commitment to encourage owners to take part in activities with aid, promote, and foster the preservation of purebred Jindos in the US.
B. The specific purposes of the Association are:
(a) to encourage and promote quality in the breeding of purebred Jindos and to do all possible to bring their natural qualities to perfection;
(b) to encourage the organization of independent local Jindo Specialty Clubs in those localities where there are sufficient fanciers of the breed to meet the requirements of The American Kennel Club;
(c) to urge members and breeders to accept the standard of the breed as approved by The American Kennel Club as the only standard of excellence by which the Jindo shall be judged;
(d) to do all in its power to protect and advance the welfare and best interests of the breed and to encourage sportsman like competition at all events held under AKC Rules and Regulations;
(e) to conduct Sanctioned matches, and license events for which the club is eligible, under the Rules and Regulations of The American Kennel Club;
(f) to disseminate accurate information about the Jindo specifically and dog care in general and to educate the general public.
SECTION 3. Limitations. The property of this Corporation is irrevocably dedicated to social welfare purposes and no part of the net income or assets of this Corporation shall ever inure to the benefit of any director, officer, or member thereof or to the benefit of any private person. Upon the dissolution or winding up of the Corporation, its assets remaining after payment or provision for payment, of all debts and liabilities of this Corporation shall be distributed to a nonprofit fund, foundation or Corporation which is organized and operated exclusively for either charitable or social welfare purposes, having established its tax exempt status under either Section 501(c)(3) or 501(c)(4) as applicable, for the benefit of dogs.
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 objects.
SECTION 5. Construction and Definitions. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Nonprofit Law shall govern the construction of these Bylaws. Without limiting the generality of the preceding sentence, the masculine gender includes the feminine and neuter, the singular includes the plural, the plural includes the singular, and the term “person” includes both a legal entity and a natural person.
ARTICLE II - MEMBERSHIP
SECTION 1. Eligibility. There shall be five (5) types of membership open to persons who are in good standing with The American Kennel Club and the Korean Jindo Association of America and who subscribe to the KJAA as set forth in the Restated Articles of In-corporation and these Bylaws.
(a) Individual membership. Open to persons eighteen (18) years of age and older. Individual membership enjoys all the privileges of the KJAA, including the right to vote and hold office.
(b) Family membership. Two persons eighteen (18) years of age or older who reside in the same household and their mi nor children. Each adult is entitled to one vote but receives only one copy of any gratis KJAA publication.
(c) Outreach Membership. Open to all persons eighteen years (18) and older who are interested in the breed, in further advancing their knowledge of dogs and dog sports, and subscribe to the purposes of KJAA. This type of membership pays full dues and offers all KJAA benefits and participation. Notwithstanding the foregoing, however, Outreach Members may not vote
(d) International Membership. Open to all persons eighteen years (18) and older residing outside of the United States, who are interested in the breed and subscribe to the purposes of KJAA. This type of membership pays full dues and offers all KJAA benefits and participation. Notwithstanding the foregoing, however, International Members may not vote.
(e) Junior membership. Open to persons 17 years of age and under. Junior members cannot vote or hold office. Upon reaching their 18th birthday, junior members may convert to Individual or Family membership.
(g) KJAA may refer to persons of the International, Outreach, and Junior classes as "members," even though those persons are not voting members as set forth in Article II, Section 4 of these Bylaws, but no such reference shall constitute anyone as a member within the meaning of California Corporations Code Section 5056 unless that person or entity shall have qualified for a voting membership under Article II, Section 1-1, 2, 3 or 5 of these Bylaws. References in these Bylaws to "members" shall mean members as defined in Corporations Code Section 5056; i.e., the members of the class set forth in Article II, Section 1 of these Bylaws.
SECTION 2. Dues. Membership dues shall be set by the Board of Directors by November 15th of each year. Actual membership dues shall not exceed $80.00 for individual membership and shall be determined by the Board. Such change may only become effective beginning with the February 28 renewal date following the vote to implement such change. In any year when the Board has not changed the dues by November 15th, the dues from the previous year shall continue in effect. On or before January 2nd the Membership Director shall send all members a statement of their dues for the ensuing year. The dues must be returned to the Membership Director and postmarked on or before February 28 of the dues year or the membership will be lapsed and terminated in accordance with Article I Section 4b. No member whose dues are not paid for the current year may vote.
SECTION 3. Election to Membership. Each applicant for Individual or Family membership shall apply on a form as approved by the Board of Directors, which shall provide that the applicant agrees to abide by these Bylaws, the KJAA Code of Ethics, and the rules and regulations of The American Kennel Club and AKC’s Code of Sportsmanship. The application shall state the name and address of the applicant and shall be sponsored by two members in good standing residing in separate households. The role of the sponsor shall be: (1) to endorse the new member, and (2) a resource for guidance to the new member during their first year. Accompanying the application, the prospective member shall submit dues payment for the current year. The application with appropriate dues shall be submitted to the Membership Director, who shall determine if it is in order and if so, shall promptly send the application to the Board for approval and the dues to the Treasurer.
(a) Applicants must be elected by the Board of Directors, either by two-thirds (2/3) vote at a meeting or unanimous written consent of the entire Board in accordance with Article 3, Section 4 of these Bylaws.
(b) Objections to membership and the investigation of the objection shall automatically be received and handled by the Board acting in Executive Session. A written objection with evidence of the allegation(s) shall be filed with the Corresponding Secretary, who shall promptly notify the Board of the objection. The Board may question the applicant and investigate the objection before voting on the applicant.
(c) An applicant who has received a negative vote by the Board may be presented by one of the applicant's sponsors at the next Annual Meeting of the KJAA. Members may elect such applicant by secret ballot and a favorable vote of seventy-five percent (75%) of the members present. Persons denied membership may reapply no sooner than two (2) years after the date of the final vote (either Board or membership).
SECTION 4. Termination of Membership. Memberships may be terminated
(a) by resignation. Any member in good standing may resign from the KJAA 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 KJAA, and they become incurred on the first day of January each year.
(b) by lapsing. A membership will be considered as lapsed and automatically terminated if such member's dues remain unpaid after February 28, however, the Board may grant up to an additional sixty (60) days of grace to such delinquent members in meritorious cases. In no case may a person whose dues are unpaid as of the date of that meeting be entitled to vote at any KJAA meeting.
(c) by expulsion. A membership may be terminated by expulsion as provided in VII of these Bylaws.
(d) A person whose membership is suspended shall not be a member in good standing during the period of suspension.
SECTION 5. As used in these Bylaws, the term "member in good standing" shall mean 1) member who has not been suspended in accordance with the procedures outlines in Article VII (Discipline) of these Bylaws, or 2) a member who is not delinquent in the payment of dues or other sums owed to the KJAA, or 3) a member who is not suspended by The American Kennel Club or Korean Jindo Association of America.
(a) Individual membership. Open to persons eighteen (18) years of age and older. Individual membership enjoys all the privileges of the KJAA, including the right to vote and hold office.
(b) Family membership. Two persons eighteen (18) years of age or older who reside in the same household and their mi nor children. Each adult is entitled to one vote but receives only one copy of any gratis KJAA publication.
(c) Outreach Membership. Open to all persons eighteen years (18) and older who are interested in the breed, in further advancing their knowledge of dogs and dog sports, and subscribe to the purposes of KJAA. This type of membership pays full dues and offers all KJAA benefits and participation. Notwithstanding the foregoing, however, Outreach Members may not vote
(d) International Membership. Open to all persons eighteen years (18) and older residing outside of the United States, who are interested in the breed and subscribe to the purposes of KJAA. This type of membership pays full dues and offers all KJAA benefits and participation. Notwithstanding the foregoing, however, International Members may not vote.
(e) Junior membership. Open to persons 17 years of age and under. Junior members cannot vote or hold office. Upon reaching their 18th birthday, junior members may convert to Individual or Family membership.
(g) KJAA may refer to persons of the International, Outreach, and Junior classes as "members," even though those persons are not voting members as set forth in Article II, Section 4 of these Bylaws, but no such reference shall constitute anyone as a member within the meaning of California Corporations Code Section 5056 unless that person or entity shall have qualified for a voting membership under Article II, Section 1-1, 2, 3 or 5 of these Bylaws. References in these Bylaws to "members" shall mean members as defined in Corporations Code Section 5056; i.e., the members of the class set forth in Article II, Section 1 of these Bylaws.
SECTION 2. Dues. Membership dues shall be set by the Board of Directors by November 15th of each year. Actual membership dues shall not exceed $80.00 for individual membership and shall be determined by the Board. Such change may only become effective beginning with the February 28 renewal date following the vote to implement such change. In any year when the Board has not changed the dues by November 15th, the dues from the previous year shall continue in effect. On or before January 2nd the Membership Director shall send all members a statement of their dues for the ensuing year. The dues must be returned to the Membership Director and postmarked on or before February 28 of the dues year or the membership will be lapsed and terminated in accordance with Article I Section 4b. No member whose dues are not paid for the current year may vote.
SECTION 3. Election to Membership. Each applicant for Individual or Family membership shall apply on a form as approved by the Board of Directors, which shall provide that the applicant agrees to abide by these Bylaws, the KJAA Code of Ethics, and the rules and regulations of The American Kennel Club and AKC’s Code of Sportsmanship. The application shall state the name and address of the applicant and shall be sponsored by two members in good standing residing in separate households. The role of the sponsor shall be: (1) to endorse the new member, and (2) a resource for guidance to the new member during their first year. Accompanying the application, the prospective member shall submit dues payment for the current year. The application with appropriate dues shall be submitted to the Membership Director, who shall determine if it is in order and if so, shall promptly send the application to the Board for approval and the dues to the Treasurer.
(a) Applicants must be elected by the Board of Directors, either by two-thirds (2/3) vote at a meeting or unanimous written consent of the entire Board in accordance with Article 3, Section 4 of these Bylaws.
(b) Objections to membership and the investigation of the objection shall automatically be received and handled by the Board acting in Executive Session. A written objection with evidence of the allegation(s) shall be filed with the Corresponding Secretary, who shall promptly notify the Board of the objection. The Board may question the applicant and investigate the objection before voting on the applicant.
(c) An applicant who has received a negative vote by the Board may be presented by one of the applicant's sponsors at the next Annual Meeting of the KJAA. Members may elect such applicant by secret ballot and a favorable vote of seventy-five percent (75%) of the members present. Persons denied membership may reapply no sooner than two (2) years after the date of the final vote (either Board or membership).
SECTION 4. Termination of Membership. Memberships may be terminated
(a) by resignation. Any member in good standing may resign from the KJAA 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 KJAA, and they become incurred on the first day of January each year.
(b) by lapsing. A membership will be considered as lapsed and automatically terminated if such member's dues remain unpaid after February 28, however, the Board may grant up to an additional sixty (60) days of grace to such delinquent members in meritorious cases. In no case may a person whose dues are unpaid as of the date of that meeting be entitled to vote at any KJAA meeting.
(c) by expulsion. A membership may be terminated by expulsion as provided in VII of these Bylaws.
(d) A person whose membership is suspended shall not be a member in good standing during the period of suspension.
SECTION 5. As used in these Bylaws, the term "member in good standing" shall mean 1) member who has not been suspended in accordance with the procedures outlines in Article VII (Discipline) of these Bylaws, or 2) a member who is not delinquent in the payment of dues or other sums owed to the KJAA, or 3) a member who is not suspended by The American Kennel Club or Korean Jindo Association of America.
ARTICLE III - MEETINGS
SECTION 1. Annual Meeting. The Annual Meeting of the KJAA shall be held on or between the dates of September 15th and November 15th in conjunction with the KJAA Annual National Specialty Show if possible at a place, date, and hour designated by the Board of Directors. Written notice of the Annual Meeting shall be mailed or emailed by the Corresponding Secretary to each member at least thirty (30) days and not more than ninety (90) days prior to the date of the meeting. The quorum for the Annual Meeting shall be ten percent (10%) of the voting members in good standing. Non-voting members do not count towards the determination of a quorum.
SECTION 2. Special meetings
(a) 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; and may also be called by the Corresponding Secretary upon receipt of a petition signed by ten (10%) percent of voting members in good standing. Special meetings shall be held at such means, place, date, and hour as may be designated by the Board of Directors. Written notice of such meeting shall be mailed or emailed by the Corresponding 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 for such a meeting shall be ten percent (10%) of the members in good standing. Non-voting members do not count towards the determination of a quorum.
(b) Calling Special Meetings: A special meeting called by any person (other than the Board) entitled to call a meeting shall be called by written request, specifying the general nature of the business proposed to be transacted, and submitted to the President or Corresponding Secretary of the club. The officer receiving the request shall cause notice to be promptly given to the members entitled to vote, by written noticed mailed by the Corresponding Secretary, stating that a meeting will be held at a specified time and date fixed by the Board, provided, however, that the meeting date shall be at least thirty-five (35) but no more than ninety (90) days after the receipt of the request. If the notice is not given within twenty (20) days after the request is received, the person or persons requesting the meeting may give the notice. Nothing in this section shall be construed as limiting, fixing, or affecting the time at which a meeting of members may be held when the meeting is called by the Board. (Reference: California Corporations Code §5511c mandates notice period)
SECTION 2. Special meetings
(a) 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; and may also be called by the Corresponding Secretary upon receipt of a petition signed by ten (10%) percent of voting members in good standing. Special meetings shall be held at such means, place, date, and hour as may be designated by the Board of Directors. Written notice of such meeting shall be mailed or emailed by the Corresponding 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 for such a meeting shall be ten percent (10%) of the members in good standing. Non-voting members do not count towards the determination of a quorum.
(b) Calling Special Meetings: A special meeting called by any person (other than the Board) entitled to call a meeting shall be called by written request, specifying the general nature of the business proposed to be transacted, and submitted to the President or Corresponding Secretary of the club. The officer receiving the request shall cause notice to be promptly given to the members entitled to vote, by written noticed mailed by the Corresponding Secretary, stating that a meeting will be held at a specified time and date fixed by the Board, provided, however, that the meeting date shall be at least thirty-five (35) but no more than ninety (90) days after the receipt of the request. If the notice is not given within twenty (20) days after the request is received, the person or persons requesting the meeting may give the notice. Nothing in this section shall be construed as limiting, fixing, or affecting the time at which a meeting of members may be held when the meeting is called by the Board. (Reference: California Corporations Code §5511c mandates notice period)
ARTICLE IV - BOARD MEETINGS
SECTION 1. Board Meetings. The first meeting of the Board of Directors shall be held immediately following the election. Other meetings of the Board of Directors shall be held at such times and places, and by such methods as are designated by the President or by a majority vote of the entire Board. Written notice of such other meetings shall be sent by the Corresponding Secretary to each member of the Board at least fourteen (14) days prior to the date of the meeting. The quorum for a Board meeting shall be a majority of the Board. Non-voting members do not count towards the determination of a quorum.
SECTION 2. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which quorum is present is the act of the Board, and hence of the Corporation, unless the Articles or these Bylaws require a greater number or provide otherwise. An action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to that action. The written consent or consents shall be filed with the minutes of the proceedings of the Board. The action by written consent shall have the same force and effect as the unanimous vote of the directors.
SECTION 3. Board Business. Any meeting of the Board of Directors, regular or special, may be held by telephone conference, video conference, or by any similar communication method, so long as all Directors participating in the meeting can hear one another, and all such Directors shall be deemed to be present in person at such meeting.
SECTION 2. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which quorum is present is the act of the Board, and hence of the Corporation, unless the Articles or these Bylaws require a greater number or provide otherwise. An action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to that action. The written consent or consents shall be filed with the minutes of the proceedings of the Board. The action by written consent shall have the same force and effect as the unanimous vote of the directors.
SECTION 3. Board Business. Any meeting of the Board of Directors, regular or special, may be held by telephone conference, video conference, or by any similar communication method, so long as all Directors participating in the meeting can hear one another, and all such Directors shall be deemed to be present in person at such meeting.
ARTICLE V - DIRECTORS AND OFFICERS SECTION
SECTION 1. Board of Directors.
The Board of Directors shall be composed of the President, Vice President, Secretary, Treasurer, and two (2) Directors at Large, all of whom shall be residents of the United States, members in good standing, and all of whom shall be elected for two (2) year terms at the club’s annual meeting as provide in Article IV. There shall be no limitation on the number of consecutive terms they may serve if elected by the membership, and they shall serve until their successors are elected. The Vice-President, Secretary, and one (1) Director at Large shall be elected in even-numbered years and the President, Treasurer, and one (1) Director at Large shall be elected in odd-numbered years.
Subject to the provisions and limitations of the California Nonprofit Public Benefit Corporation Law and any other applicable laws, and subject to any limitations of the Articles of Incorporation or Bylaws regarding actions that require approval of the members, the KJAA’s activities and affairs shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board. Individual members of the Board shall only use their title as a Director or Officer of the KJAA and the KJAA stationery in reference to KJAA business.
(a) A vacancy or vacancies in the Board of Directors shall be deemed to exist on the occurrence of any of the following:
(1) the death, resignation or removal of a director;
(2) an increase of the authorized number of Directors;
(3) the declaration by resolution of the Board of a vacancy in the office of a director who has been declared of unsound mind by an order of court,
convicted of a felony, or found by final order or judgment of any court to have breached a duty under Article 3 of Chapter 2 (commencing with Section 5230) of the California Nonprofit Public Benefit Corporation Law;
(4) vote of the members of the Corporation to remove any director(s).
Removal of a director for any reason other than those stated in this paragraph shall be governed by the provisions of the California Corporations Code for removal of directors without cause. Any or all officers may be removed from office at any time by the vote of a two-thirds vote of the Directors of the Corporation present and voting.
(b) Restriction on Interested Persons as Directors: No more than 49 percent of the persons serving on the Board may be interested persons. An interested person is
(1) any person compensated by the Corporation for services rendered to it within the previous 12 months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director as director; and
(2) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter- in-law, mother-in-law, or father-in-law of such person.
However, any violation of the provisions of this paragraph shall not affect the validity or enforceability of any transaction entered into by the Corporation.
SECTION 2. Officers and Directors.
The KJAA Officers and Directors consisting of the President, Vice President, Secretary, Treasurer, and 2 Directors at Large shall serve in their respective capacities both with regard to the KJAA and its meetings and the Board and its meetings. The Directors shall carry out the duties of their office and such other duties as prescribed in these Bylaws. All Officers and Directors shall have the authority to make and vote upon motions in Board and KJAA Meetings.
(a) The President shall preside at all meetings of the KJAA and of the Board and shall have the duties and powers normally appurtenant to the office of President of a nonprofit corporation in addition to those specified in these Bylaws. The President shall be an ex-officio member of all committees and a voting member of all committees except the Nominating Committee.
(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. The Vice President is the KJAA’s Membership Chairperson, and shall notify new members of their election to membership, keep a roll of the members of the club with their addresses and class of membership, which shall be sent to any member in good standing, upon written request, once every club year. The Vice President shall also have charge of the correspondence with membership.
(c) The Secretary shall notify the Board and club members of meetings, notify Officers and Directors of their election to office, keep a record of all meetings of the club and of the Board and of all votes taken by mail, FAX, E-Mail, telephone calls, video conference, and of all matters of which a record shall be ordered by the club, maintain a book of motions, create and distribute agendas and minutes for meetings, and carry out such other duties as are prescribed in these Bylaws.
(d) The Treasurer shall collect and receive all moneys due or belonging to the KJAA and disburse all moneys payable by the KJAA. Moneys shall be deposited in a bank approved by the Board and in the KJAA’s name. The KJAA’s financial transactions shall be recorded using standard accounting practices and procedures. The books shall at all times be open to inspection of the Board and a report shall be given at every meeting on the condition of the KJAA‘s finances and every item of receipt or payment not before reported. At the Annual Meeting an accounting shall be rendered of all moneys received and expended during the previous fiscal year. The Treasurer shall carry out such other duties as prescribed in these Bylaws. The Treasurer shall be bonded in such amount as the Board of Directors shall determine. All KJAA checks over five hundred dollars ($500.00) shall have two authorized signatures, the first being that of the Treasurer and the second being that of either the President or of the Vice President or of the Secretary.
(f) The offices of Secretary and Treasurer may be held by the same person; in which case the board shall be comprised of six (6) persons.
(g) The Directors at Large shall be accessible to and whenever possible offer assistance and guidance to the membership in general. They shall present the membership's concerns and opinions to the Board. The two Directors at Large will reside in separate states from each other.
SECTION 3. Vacancies.
Any vacancies occurring on the Board among the Officers or Directors during the year shall be filled for the remainder of the unfinished term by a majority vote of the remaining members of the Board, except that a vacancy in the office of President shall be filled automatically by the Vice President and the resulting vacancy in the office of Vice President shall be filled by the Board.
The Board of Directors shall be composed of the President, Vice President, Secretary, Treasurer, and two (2) Directors at Large, all of whom shall be residents of the United States, members in good standing, and all of whom shall be elected for two (2) year terms at the club’s annual meeting as provide in Article IV. There shall be no limitation on the number of consecutive terms they may serve if elected by the membership, and they shall serve until their successors are elected. The Vice-President, Secretary, and one (1) Director at Large shall be elected in even-numbered years and the President, Treasurer, and one (1) Director at Large shall be elected in odd-numbered years.
Subject to the provisions and limitations of the California Nonprofit Public Benefit Corporation Law and any other applicable laws, and subject to any limitations of the Articles of Incorporation or Bylaws regarding actions that require approval of the members, the KJAA’s activities and affairs shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board. Individual members of the Board shall only use their title as a Director or Officer of the KJAA and the KJAA stationery in reference to KJAA business.
(a) A vacancy or vacancies in the Board of Directors shall be deemed to exist on the occurrence of any of the following:
(1) the death, resignation or removal of a director;
(2) an increase of the authorized number of Directors;
(3) the declaration by resolution of the Board of a vacancy in the office of a director who has been declared of unsound mind by an order of court,
convicted of a felony, or found by final order or judgment of any court to have breached a duty under Article 3 of Chapter 2 (commencing with Section 5230) of the California Nonprofit Public Benefit Corporation Law;
(4) vote of the members of the Corporation to remove any director(s).
Removal of a director for any reason other than those stated in this paragraph shall be governed by the provisions of the California Corporations Code for removal of directors without cause. Any or all officers may be removed from office at any time by the vote of a two-thirds vote of the Directors of the Corporation present and voting.
(b) Restriction on Interested Persons as Directors: No more than 49 percent of the persons serving on the Board may be interested persons. An interested person is
(1) any person compensated by the Corporation for services rendered to it within the previous 12 months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director as director; and
(2) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter- in-law, mother-in-law, or father-in-law of such person.
However, any violation of the provisions of this paragraph shall not affect the validity or enforceability of any transaction entered into by the Corporation.
SECTION 2. Officers and Directors.
The KJAA Officers and Directors consisting of the President, Vice President, Secretary, Treasurer, and 2 Directors at Large shall serve in their respective capacities both with regard to the KJAA and its meetings and the Board and its meetings. The Directors shall carry out the duties of their office and such other duties as prescribed in these Bylaws. All Officers and Directors shall have the authority to make and vote upon motions in Board and KJAA Meetings.
(a) The President shall preside at all meetings of the KJAA and of the Board and shall have the duties and powers normally appurtenant to the office of President of a nonprofit corporation in addition to those specified in these Bylaws. The President shall be an ex-officio member of all committees and a voting member of all committees except the Nominating Committee.
(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. The Vice President is the KJAA’s Membership Chairperson, and shall notify new members of their election to membership, keep a roll of the members of the club with their addresses and class of membership, which shall be sent to any member in good standing, upon written request, once every club year. The Vice President shall also have charge of the correspondence with membership.
(c) The Secretary shall notify the Board and club members of meetings, notify Officers and Directors of their election to office, keep a record of all meetings of the club and of the Board and of all votes taken by mail, FAX, E-Mail, telephone calls, video conference, and of all matters of which a record shall be ordered by the club, maintain a book of motions, create and distribute agendas and minutes for meetings, and carry out such other duties as are prescribed in these Bylaws.
(d) The Treasurer shall collect and receive all moneys due or belonging to the KJAA and disburse all moneys payable by the KJAA. Moneys shall be deposited in a bank approved by the Board and in the KJAA’s name. The KJAA’s financial transactions shall be recorded using standard accounting practices and procedures. The books shall at all times be open to inspection of the Board and a report shall be given at every meeting on the condition of the KJAA‘s finances and every item of receipt or payment not before reported. At the Annual Meeting an accounting shall be rendered of all moneys received and expended during the previous fiscal year. The Treasurer shall carry out such other duties as prescribed in these Bylaws. The Treasurer shall be bonded in such amount as the Board of Directors shall determine. All KJAA checks over five hundred dollars ($500.00) shall have two authorized signatures, the first being that of the Treasurer and the second being that of either the President or of the Vice President or of the Secretary.
(f) The offices of Secretary and Treasurer may be held by the same person; in which case the board shall be comprised of six (6) persons.
(g) The Directors at Large shall be accessible to and whenever possible offer assistance and guidance to the membership in general. They shall present the membership's concerns and opinions to the Board. The two Directors at Large will reside in separate states from each other.
SECTION 3. Vacancies.
Any vacancies occurring on the Board among the Officers or Directors during the year shall be filled for the remainder of the unfinished term by a majority vote of the remaining members of the Board, except that a vacancy in the office of President shall be filled automatically by the Vice President and the resulting vacancy in the office of Vice President shall be filled by the Board.
ARTICLE VI - THE CLUB'S FINANCIAL/FISCAL YEAR, VOTING, NOMINATIONS, ELECTIONS, OFFICIAL YEAR
SECTION 1. Financial/Fiscal Year
The Financial/Fiscal year shall begin on the first day of January and end on the last day of December. The KJAA’s official year shall begin immediately at the conclusion of the Annual Meeting and shall continue through the next Annual Meeting. The elected Officers and Directors shall take office at the conclusion of the annual meeting . Each retiring officer shall turn over to their successors in office all properties and records relating to that office within thirty (30) days after leaving office.
SECTION 2. Voting
At the Annual Meeting or at a special meeting of the KJAA, voting shall be limited to those members in good standing who are present at the meeting. At the annual meeting officers, and directors for the ensuing year shall be elected by secret ballot from among those nominated in accordance with Section 4 of this Article. They 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.
SECTION 3. Nominations
No person who has not been nominated in accordance with these Bylaws may be a candidate in KJAA election. A Nominating Committee shall be chosen by the Board of Directors before March 31th of each election year. The Committee shall consist of three (3) members from different areas of the U.S.A. and two (2) alternates, all members being in good standing and no more than one (1) of whom may be a member of the current Board of Directors with the exception of the President, who shall not serve on the Nominating Committee. The Board shall name a chairperson for the Committee.
(a) The Nominating Committee shall nominate from among the members of the KJAA who are in good standing The Nominating Committee shall nominate one (1) candidate for each available office or position on the Board of Directors and shall procure the written acceptance of each nominee so chosen by April 30. The committee should consider geographical 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 Secretary by April 30th, who shall mail, FAX, or E-mail the list, including the full name of each candidate and the name of the State in which he or she resides, to each member of the Club on or before May 31th so that additional nominations may be made by the members if they so desire. If the Secretary is an opposed candidate in the election the board shall designate another officer or director who is not a candidate in the election to send the final slate to the membership.
(b) Additional nominations of eligible members may be made by written petition addressed to the Secretary and received on or before June 30th, signed by five (5) members in good standing, and accompanied by the written acceptance of each such additional nominee stating willingness to be a candidate. Ballots receive after June 30th shall not be counted. No person shall be a candidate for more than one (1) position.
(c) If no valid additional nominations are received on or before June 30th, the Nominating Committee's slate shall be declared elected and no voting will be required.
SECTION 4. Annual Election
The nominated candidate receiving the greatest number of votes for each office shall be declared elected. If no valid additional nominations are received on or before June 30th the Nominating Committee’s slate shall be declared elected and no balloting will be required. Any uncontested position should be automatically elected. If any nominee, at the time of the meeting, is unable to serve for any reason, such nominee shall not be elected and the vacancy so created shall be filled by the new Board in the manner provided by Article V, Section 3.
The elected Officers and Directors shall take office at the conclusion of the annual meeting . Each retiring officer shall turn over to their successors in office all properties and records relating to that office within thirty (30) days after leaving office.
SECTION 5. Club’s Official Year
The club’s Official Year shall begin immediately at the conclusion of the election and the annual meeting shall continue through the election at the next annual meeting.
ARTICLE VII - COMMITTEES
SECTION 1. Types of Committees.
A) Standing Committees: The Board may appoint standing committees to advance the work of the Club in such matters as dog shows, obedience trials (field trials), trophies, annual prizes, membership, and other fields which may well be served to advance the work of the club. Such committees shall always be subject to the final authority of the Board.
B) Special Committees: Special committees shall be appointed by the Board of Directors as the Board shall from time to time deem necessary to aid the KJAA on particular projects or special needs. Such committees shall always be subject to the final authority of the Board.
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.
A) Standing Committees: The Board may appoint standing committees to advance the work of the Club in such matters as dog shows, obedience trials (field trials), trophies, annual prizes, membership, and other fields which may well be served to advance the work of the club. Such committees shall always be subject to the final authority of the Board.
B) Special Committees: Special committees shall be appointed by the Board of Directors as the Board shall from time to time deem necessary to aid the KJAA on particular projects or special needs. Such committees shall always be subject to the final authority of the Board.
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.
ARTICLE VIII - DISCIPLINE
SECTION 1. American Kennel Club Suspension.
Any member who is suspended from the privileges of The American Kennel Club shall automatically be suspended from the privileges of this Club for a like period. American Kennel Club suspensions are published on the Secretary’s page of the AKC Gazette.
SECTION 2. Charges.
The Club has the right to prescribe and enforce its membership standards and to investigate the character of its members and when a charge is filed, but only to the extent as may be necessary to enforce its standards. The Club has the right to establish guilt as affecting the Club’s judgment of a person's fitness for membership.
(a) The Board of Directors and any Board appointed investigating committees, comprised of at least one director, shall receive, discuss, and deal with any/all charges alleged within Executive Session. Any and all paperwork involved in a charge shall be marked “Confidential.” Any person who does not keep the issue confidential may be held personally liable and disciplinary action may be brought by the Board of Directors.
(b) Any member in good standing may prefer charges against a member for alleged misconduct prejudicial to the best interests of the KJAA or the breed. Written notarized charges containing specific facts signed under oath (“Charges”) must be filed in duplicate with the Secretary together with a deposit of two hundred dollars ($200.00) which shall be forfeited if such charges are not sustained by the Board or a Committee following a hearing. The Secretary shall promptly send a copy of the charge 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 might constitute conduct prejudicial to the best interests of the KJAA or the breed.
(c) If the Board determines by an affirmative vote of two thirds (2/3) of the entire Board that the charges do not allege conduct which would be prejudicial to the best interests of the KJAA or of the breed, it may refuse to entertain jurisdiction.
(d) If the Board by an affirmative vote of two thirds (2/3) of the entire Board determines to entertain jurisdiction of the charge, the President shall call a Special Board Meeting to appoint a Special Investigating Committee of not less than three (3) members in good standing at least one of whom shall be a Board member, who shall investigate the charge and report its recommendations to the Board, or the Board itself may be the Special Investigating Committee and themselves investigate the charge. The Secretary shall send one copy of the Charges to the accused member by certified mail return receipt requested, or other form of receipted or acknowledged delivery and inform them that the matter is within Executive Session.
(e) In no instance shall the name of the member accused be published by the Club or its members in reference to the charge.
(f) The Special Investigating Committee shall first verify all of the signatures on and the authenticity of the specifications and evidence provided which attest to the charge, next request information and opinion from the accused, then investigate the charge, and finally advise the Board in writing of each Committee Member's opinion.
(g) If the Special Investigating Committee recommends the Board proceed with disciplinary action against a member, the Board is to review all specifications and evidence, and, if the Board is in agreement by majority vote of the entire Board, it shall promptly fix a date and time not less than thirty (30) days and not more than sixty (60) days after this decision at which the accused may attend and present any defense, call witnesses or answer. The Secretary shall immediately send the accused member by registered mail notification of the hearing and shall also include one (1) copy of the charges as stated and shall also state that failure to appear and respond shall be failure to show cause why disciplinary action should not be imposed and shall assure the defendant may personally appear in his or her own defense and bring witnesses. The Board may appoint an independent arbitrator to attend and advise the members of the Board or Committee.
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 against a member be sustained after hearing all the evidence and testimony presented by complainant and defendant, the Board may by a majority vote of those present do any of the following: reprimand, or suspend the defendant from all privileges of the KJAA 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. 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 fellow members at the ensuing KJAA Annual Meeting, which will consider 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 Secretary. The Secretary shall promptly 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 KJAA with only KJAA members in good standing present following a hearing and upon the recommendation of the Board as provided in Section 3 of this Article. The defendant shall have the privilege of appearing on his or her own behalf though no evidence shall be taken at this meeting. The President shall read the charge, specifications and evidence as provided, the Special Investigating Committee's findings and the Board of Directors' recommendations, and shall invite the defendant, if present, to speak in his or her own behalf. The meeting shall then vote by secret ballot on the proposed expulsion. A two-thirds (2/3) vote of those members in good standing present and voting at the Annual Meeting shall be necessary for expulsion. If expulsion is not so voted, the suspension shall stand.
Any member who is suspended from the privileges of The American Kennel Club shall automatically be suspended from the privileges of this Club for a like period. American Kennel Club suspensions are published on the Secretary’s page of the AKC Gazette.
SECTION 2. Charges.
The Club has the right to prescribe and enforce its membership standards and to investigate the character of its members and when a charge is filed, but only to the extent as may be necessary to enforce its standards. The Club has the right to establish guilt as affecting the Club’s judgment of a person's fitness for membership.
(a) The Board of Directors and any Board appointed investigating committees, comprised of at least one director, shall receive, discuss, and deal with any/all charges alleged within Executive Session. Any and all paperwork involved in a charge shall be marked “Confidential.” Any person who does not keep the issue confidential may be held personally liable and disciplinary action may be brought by the Board of Directors.
(b) Any member in good standing may prefer charges against a member for alleged misconduct prejudicial to the best interests of the KJAA or the breed. Written notarized charges containing specific facts signed under oath (“Charges”) must be filed in duplicate with the Secretary together with a deposit of two hundred dollars ($200.00) which shall be forfeited if such charges are not sustained by the Board or a Committee following a hearing. The Secretary shall promptly send a copy of the charge 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 might constitute conduct prejudicial to the best interests of the KJAA or the breed.
(c) If the Board determines by an affirmative vote of two thirds (2/3) of the entire Board that the charges do not allege conduct which would be prejudicial to the best interests of the KJAA or of the breed, it may refuse to entertain jurisdiction.
(d) If the Board by an affirmative vote of two thirds (2/3) of the entire Board determines to entertain jurisdiction of the charge, the President shall call a Special Board Meeting to appoint a Special Investigating Committee of not less than three (3) members in good standing at least one of whom shall be a Board member, who shall investigate the charge and report its recommendations to the Board, or the Board itself may be the Special Investigating Committee and themselves investigate the charge. The Secretary shall send one copy of the Charges to the accused member by certified mail return receipt requested, or other form of receipted or acknowledged delivery and inform them that the matter is within Executive Session.
(e) In no instance shall the name of the member accused be published by the Club or its members in reference to the charge.
(f) The Special Investigating Committee shall first verify all of the signatures on and the authenticity of the specifications and evidence provided which attest to the charge, next request information and opinion from the accused, then investigate the charge, and finally advise the Board in writing of each Committee Member's opinion.
(g) If the Special Investigating Committee recommends the Board proceed with disciplinary action against a member, the Board is to review all specifications and evidence, and, if the Board is in agreement by majority vote of the entire Board, it shall promptly fix a date and time not less than thirty (30) days and not more than sixty (60) days after this decision at which the accused may attend and present any defense, call witnesses or answer. The Secretary shall immediately send the accused member by registered mail notification of the hearing and shall also include one (1) copy of the charges as stated and shall also state that failure to appear and respond shall be failure to show cause why disciplinary action should not be imposed and shall assure the defendant may personally appear in his or her own defense and bring witnesses. The Board may appoint an independent arbitrator to attend and advise the members of the Board or Committee.
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 against a member be sustained after hearing all the evidence and testimony presented by complainant and defendant, the Board may by a majority vote of those present do any of the following: reprimand, or suspend the defendant from all privileges of the KJAA 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. 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 fellow members at the ensuing KJAA Annual Meeting, which will consider 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 Secretary. The Secretary shall promptly 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 KJAA with only KJAA members in good standing present following a hearing and upon the recommendation of the Board as provided in Section 3 of this Article. The defendant shall have the privilege of appearing on his or her own behalf though no evidence shall be taken at this meeting. The President shall read the charge, specifications and evidence as provided, the Special Investigating Committee's findings and the Board of Directors' recommendations, and shall invite the defendant, if present, to speak in his or her own behalf. The meeting shall then vote by secret ballot on the proposed expulsion. A two-thirds (2/3) vote of those members in good standing present and voting at the Annual Meeting shall be necessary for expulsion. If expulsion is not so voted, the suspension shall stand.
ARTICLE IX - AMENDMENTS
SECTION 1. Amendments
Amendments to the constitution and bylaws may be proposed by the Board of Directors or by written petition addressed to the Secretary and signed by twenty percent (20%) or more 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 Secretary for a vote within three (3) months of the date when the petition was received by the Secretary.
SECTION 2. The constitution and bylaws may be amended by a 2⁄3 secret vote of the members present and voting at any regular or special meeting called for the purpose, provided the proposed amendments have been included in the notice of the meeting and sent by email to each member at least two weeks prior to the date of the meeting.
Amendments to the constitution and bylaws may be proposed by the Board of Directors or by written petition addressed to the Secretary and signed by twenty percent (20%) or more 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 Secretary for a vote within three (3) months of the date when the petition was received by the Secretary.
SECTION 2. The constitution and bylaws may be amended by a 2⁄3 secret vote of the members present and voting at any regular or special meeting called for the purpose, provided the proposed amendments have been included in the notice of the meeting and sent by email to each member at least two weeks prior to the date of the meeting.
ARTICLE X - 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 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. Upon the dissolution or winding up of the Club, its assets remaining after payment or provision for payment, of all debts and liabilities of this Club shall be distributed to a nonprofit fund, foundation or Corporation selected by the board which is organized and operated exclusively for the benefit of dogs.
ARTICLE XI - ORDER OF BUSINESS
SECTION 1. At meetings of the Board and Club the order of business so far as the character and nature of the meeting may permit shall be in accordance with the current edition of Robert's Rules of Order, Newly Revised.
ARTICLE XII - PARLIAMENTARY AUTHORITY
SECTION 1. The rules contained in the current edition of Robert's Rules of Order, Newly Revised shall govern the KJAA 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 KJAA may adopt.
Updated Sept. 8, 2024
This is a courtesy copy of the KJAA Constitution & Bylaws. In the event of a discrepancy between this copy and the recorded version, the recorded version shall prevail.
