Constitution and Bylaws

Constitution

ARTICLE I. Name and Objects

SECTION 1

The name of the Club shall be The Cairn Terrier Club of America hereinafter referred to as the Club.

SECTION 2

The objects of the Club shall be:

(a) To encourage and promote quality in the purebred breeding of the old working terrier of Skye and the West Highlands, now known as the Cairn Terrier, and to do all possible to bring their natural qualities toward perfection;

(b) To encourage the organization of independent local Cairn Terrier Specialty Clubs in those localities where there are sufficient fanciers of the breed to meet the requirements of The American Kennel Club (AKC);

(c) To urge members and breeders to accept the standard of the breed as defined by The Cairn Terrier Club of America and approved by The American Kennel Club as the only standard of excellence by which Cairn Terriers shall be judged;

(d) To do all in its power to protect and advance the interests of the breed and to encourage sportsmanlike competition at conformation, performance and companion dog events, and all AKC events for which the Club is eligible under the Rules and Regulations of the American Kennel Club;

(e) To conduct sanctioned matches and specialty shows, performance and companion dog events, and all AKC events for which the Club is eligible under the Rules and Regulations of the American Kennel Club.

SECTION 3

The Club shall not be conducted or operated for profit and no part of any profits of remainder or residue from dues or donations to the Club shall inure to the benefit of any member or individual.

SECTION 4

The members of the Club shall adopt and may from time to time revise such Bylaws as may be required to carry out these objects.

By-Laws

ARTICLE I. Membership

SECTION 1. Eligibility

There shall be five (5) types of membership, open to all persons who are in good standing with The American Kennel Club and who subscribe to the purposes of this Club. A sixth type of membership is open to Affiliated Clubs.

(a) Regular Members - Open to persons eighteen (18) years of age or older and enjoying all privileges of the Club including the right to vote, hold office, and serve on the Nominating Committee.

(b) Honorary Members -­ Open to persons eighteen (18) years of age and older who shall pay no dues and are not eligible to vote or hold office. Such members who have previously held a Regular Membership may revert back to Regular Membership by payment of dues. Those never having held a Regular Membership and desire to do so must follow the process stated herein for becoming a Regular Member.

(c) Foreign Members -­ Open to persons eighteen (18) years of age and older and consisting of persons residing outside the United States and having all privileges of the Club except the right to vote, hold office, or serve on the Nominating Committee.

(d) Junior Members -­ Open to persons nine through seventeen (9-­17) years of age. Junior Members cannot vote or hold office and may convert to Regular Membership upon reaching their eighteenth (18th) birthday and paying the difference in dues.

(e) Lifetime Members -­ This class of Membership may be granted to individuals who have been members of the Club for forty (40) years. Lifetime members shall pay no dues but will enjoy all the privileges of Regular Membership.

(f) Affiliated Club -­ an AKC accredited club devoted to furthering and promoting the breeding and showing of Cairn Terriers and entitled to one vote at meetings of the Club. The vote of any such Affiliated Club shall be cast by an Affiliated Club board member, appointed for such purpose. Such representative shall first present to the Corresponding Secretary of the Club satisfactory proof of his/her authority to represent an Affiliated Club.

SECTION 2. Dues

Membership dues for Regular, Foreign, Junior and Affiliated Club memberships shall be established by the Board of Governors and approved by a two-­thirds (2/3) majority of the Regular members present and voting at the Annual Meeting. Voting may be conducted in-­person, by teleconference or videoconference. Membership dues shall be payable on or before the 1st day of (January) of each year.

(a) No member may vote whose dues are not paid for the current year.

(b) During the month of (November), the Treasurer shall send to each member a notice of their dues for the ensuing year. Notices may be sent via first-­class or express mail, email or fax.

SECTION 3. Election to Membership

Each applicant for Regular, Foreign, Junior and Affiliated Club Membership shall apply on a form as approved by the Board of Governors which shall stipulate that the applicant agrees to abide by these Constitution and Bylaws, adhere to the Code of Ethics of the Club, and the rules of The American Kennel Club. The application shall state the name, address and occupation of the applicant and it shall carry the endorsement of two (2) Regular members in good standing; except in the case of Foreign Memberships, which may carry the endorsement of one (1) Regular and one (1) Foreign member, both in good standing. The applicant shall submit dues payment for the current year plus an application fee not to exceed one hundred dollars ($100.00).

(a) Applicants may be elected by secret ballot at any meeting of the Board of Governors. Ballots may be cast in-­person, by first-­class or express mail, email, or fax. Applicants will be declared elected upon receipt of affirmative votes from two-­thirds (2/3) of the Governors present.

(b) An application which has received a negative vote by the Board may be presented by one of the applicant's endorsers at the next meeting of the Board of Governors. The Board may declare the applicant elected upon receipt of affirmative votes from two-­thirds (2/3) of the Governors present. Votes will be by secret ballot cast in-­person, by first-­class or express mail, email or fax.

(c) Every candidate for Affiliated Club Membership shall submit to the Corresponding Secretary a written request for such membership signed by its duly authorized representative, together with a copy of its Constitution and Bylaws, proof of accreditation by The American Kennel Club, and a list of the names and addresses of its officers and members. The Corresponding Secretary shall communicate such request to the Board of Governors and, if the Board of Governors approves such request, the candidate shall be deemed elected to membership.

(d) Honorary memberships may be conferred upon an adult who has rendered notable service to the Club and/or the Breed. An application for Honorary Membership will be considered by the Board upon signed recommendation of one Regular member, seconded by another Regular member, and will be deemed elected upon receipt of a favorable vote from two-­thirds (2/3) of the Board members present. Votes may be cast in-­person, by first-­class or express mail, email or fax.

(e) Lifetime membership will be conferred upon any Regular member upon attaining forty (40) years of Regular membership in the Club. Such members will be recognized in an appropriate ceremony at the next annual dinner and meeting following their fortieth (40th) anniversary.

SECTION 4. Termination of Membership

Memberships may be terminated:

(a) By resignation. Any member in good standing may resign from the Club upon written notice to the Corresponding Secretary, but no member may resign when in debt to the Club. Obligations other than dues are considered a debt and must be paid in full prior to resignation.

(b) By lapsing. A membership will be considered as lapsed and automatically terminated if such member's dues remain unpaid sixty (60) days after the first day of the fiscal year; however, the Board may grant an additional sixty (60) days of grace to such delinquent members in meritorious cases. In no case may a person be entitled to vote at any Club meeting whose dues are not paid for the current year.

(c) By expulsion. A membership may be terminated by expulsion as provided in Article VI, Section 4 of these Bylaws.

ARTICLE II. Meetings

SECTION 1. Annual Meeting

The Annual Meeting of the Club shall be held in conjunction with either the National Club Specialty Show or one of the Affiliated Club Specialty Shows, at a place, date, and hour designated by the Board of Governors. The Corresponding Secretary shall send written notice of the Annual Meeting to each member at least thirty (30) days but not more than sixty (60) days prior to the date of the meeting. Notices may be sent via first-­class or express mail, email or fax. The quorum for the Annual Meeting shall be ten percent (10%) of the voting members in good standing.

SECTION 2. Special Club Meetings

Special Club meetings may be called by the President, or by a majority vote of the members of the Board who are present at a meeting of the Board;; or by the Corresponding Secretary upon receipt of a petition signed by ten percent (10%) of the 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 of Governors. The Corresponding Secretary shall send written notice of such meeting at least thirty (30) days and not more than sixty (60) days prior to the date of the meeting. Notices may be sent via first-­class or express mail, email or fax. 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 voting members in good standing.

SECTION 3. Board Meetings

Each year the first meeting of the Board shall be held within fourteen (14) days of the newly elected Board Members taking office at such date, time and place designated by the Board of Governors. Other meetings of the Board of Governors shall be held at such times and places as are designated by the President or by a majority vote of the entire Board. There shall be at least two in-­person Board Meetings held each year. Written notice of each meeting shall be sent by the Corresponding Secretary to each member of the Board at least ten (10) days prior to the date of the meeting except notifications for in-­person meetings shall be sent thirty (30) days prior to the date of the meeting. Notices may be sent via first-­class or express mail, email or fax. The quorum for a Board Meeting shall be a majority of the Board voting in person, by teleconference, videoconference, first-­class or express mail, email or fax.

SECTION 4. Conducting Business

Meetings are defined as gatherings where attendees see and/or hear each other. This includes meeting (in-­person) “physically” in the same room or conducting a meeting by teleconference or videoconference. Items voted on by teleconference must be confirmed by email or in writing within seven (7) days of the vote. All reference to conduct of meetings in these Bylaws is in accordance with Pennsylvania (PA) Statute Title 15, Sec. 5708 and AKC Policy on Approval of Email Communication for Use by Parent Club Board of Directors and Email Notification for Board Meetings.

All other business of the Club may be conducted at meetings (defined above in Art II, Sec 4), through first-­class or express mail, email, or fax. This is in accordance with PA Statute Title 15, Sec. 5702 and 5758 and AKC Policy on General Club Meetings and Other Club Notices.

ARTICLE III. Board of Governors and Officers

SECTION 1. Board of Governors

The Board shall be comprised of the President, Vice-­President, Corresponding Secretary, Recording Secretary, Treasurer, Delegate to the American Kennel Club, and fifteen other persons all of whom shall be members in good standing. The Officers shall be elected for two (2) year terms with the exception of the Delegate to The American Kennel Club who shall be elected to a three (3) year term at the Club's annual elections, as provided in Article IV. Terms shall commence at the beginning of the Club Year and end at the conclusion of the elected term. Five (5) Governors shall be elected for three (3) year terms at the Club's annual election, as provided in Article IV. Terms shall commence at the beginning of the Club year and end at the conclusion of the elected term. General management of the Club's affairs shall be entrusted to the Board of Governors.

SECTION 2. Officers

The Club's Officers, consisting of the President, Vice-­President, Corresponding Secretary, Recording Secretary, Treasurer, and Delegate to The American Kennel Club shall serve in their respective capacities both with regard to the Club and its meetings and the Board and its meetings.

(a) The President shall preside at all meetings of the Club and of the Board, and shall have the duties and powers normally appurtenant to the office of President in addition to those particularly specified in these Bylaws.

(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 shall perform specific duties assigned by the President or Board of Governors.

(c) The Corresponding Secretary shall have charge of the correspondence, notify members of meetings, notify new members of their election to membership, mail reports and ballots to the general membership, keep a roll of the members of the Club with their addresses and carry out such other duties as are prescribed in these Bylaws or delegated by the Board of Governors.

(d) The Recording Secretary shall keep a record of all meetings of the Club and of the Board and of all votes taken by mail, notify officers and Governors of their election to office, together with all matters of which a record shall be ordered by the Club; and, shall maintain record books in which Bylaws, special rules of order, policies and procedures and minutes are entered with any amendments to these documents, properly recorded, and will have current record books on hand at every meeting.

(e) The Treasurer shall collect and receive all monies due or belonging to the Club. He/she shall deposit the same in a bank approved by the Board, in the name of the Club. His/her books shall at all times be open to inspection of the Board and he/she shall report to them at every meeting the condition of the Club's finances and every item of receipt or payment not before reported; and at the annual meeting, shall render an account of all moneys received and expended during the previous fiscal year. The Treasurer shall be bonded in such amount as the Board of Governors shall determine. The Treasurer’s accounts shall be reviewed every two (2) years by a committee assigned by the Board of Governors and may be audited by a chartered accountant at the discretion of the Board of Governors.

(f) The Club's Delegate to The American Kennel Club is an Officer of the Club, elected to a three (3) year term by the membership as provided in Article III, Section 1. The Delegate shall represent the Club, as directed, before The American Kennel Club.

SECTION 3. Vacancies

Any Officer or Board Member, who is absent from two consecutive Board meetings without just cause as determined by the Board, will be deemed to have vacated the position. Any vacancies occurring on the Board or among the Officers during the year shall be filled until the next annual election by a majority vote of all the then 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 IV. The Club Year, Voting, Nominations, Elections

SECTION 1. Club Year

The Club’s fiscal year and official year shall both begin on the 1st day of January and end on the 31st day of December.

The elected Officers and Governors shall take office on January 1st of the upcoming year. Each retiring Officer and Governor shall turn over to his successor in office all properties and records relating to that office no later than January 1st of the upcoming year, except the Treasurer, who shall transfer all records and monies within thirty (30) days of the end of the fiscal year.

SECTION 2. Voting

At the Annual Meeting or at Special Meetings of the Club, voting shall be limited to those voting members in good standing who are present at the meeting, except for the annual election of Officers, Governors, amendments or revisions to the Constitution and Bylaws and the Standard for the Breed which shall be decided by written ballot cast by first-­class or express mail. Voting by proxy shall not be permitted. The Board of Governors may decide to submit other specific questions for decision of the members by written ballot cast by first-­class or express mail.

SECTION 3. Annual Election

At the Annual Election of Officers and Governors the vote shall be conducted by secret ballot. Tobe valid, ballots must be received by the independent agency designated by the Board by September 15. Ballots shall be counted by the independent agency that shall provide the results to the Recording Secretary by October 1.

The person receiving the largest number of votes for each position shall be declared elected. If any nominee, at the time of notification, is unable to serve for any reason, such nominee shall not be elected and the new Board of Governors in the manner provided by Article III, Section 3, shall fill the vacancy so created.

SECTION 4. Nominations and Ballots

No person may be a candidate in a Club election who has not been nominated in accordance with these Bylaws. The Board of Governors shall choose a Nominating Committee before May 1. The Committee shall consist of five (5) members from different geographical areas, and five (5) alternates each from the same respective geographical area, all regular members in good standing, no more than one of whom may be a member of the current Board of Governors not subject to reelection. The Board shall name a Chair for the Committee. The Nominating Committee may conduct its business in person, by teleconference or videoconference, first-­class or express mail, email or fax.

(a) The Nominating Committee shall nominate from among the eligible members of the Club, one (1) candidate for each vacant office and for each vacant position on the Board of Governors and, when applicable, a candidate for the Delegate to The American Kennel Club, and shall procure the acceptance of each nominee so chosen in writing. 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 Corresponding Secretary who shall mail the list, including the full name of each candidate and the name of the State in which he/she resides, to each voting member of the Club on or before July 1, so that additional nominations may be made by the members if they choose. The Committee may reconvene in the case of extenuating circumstances.

(b) Additional nominations of eligible members may be made by written petition addressed to the Corresponding Secretary and received at his/her regular address on or before August 1, signed by fifteen (15) voting members and accompanied by the written acceptance of each such additional nominee signifying his willingness to be a candidate. No person shall be a candidate for more than one position. The additional nominations that are provided for herein may be made only from among those members who have not accepted a nomination of the Nominating Committee.

(c) If no valid additional nominations are received by the Corresponding Secretary on or before August 1, the Nominating Committee's slate shall be declared elected at a Special Meeting of the Board at a time designated by the President but no later than October 10th.

(d) If one or more valid additional nominations are received by the Corresponding Secretary on or before August 1 he/she shall, on or before August 15, send by first-­class or express mail to each voting member in good standing a ballot listing all of the nominees for each position in alphabetical order, with the names of the states in which they reside, together with a blank envelope, marked “Ballot”, and a return envelope addressed to the designated independent agency and bearing the name of the member to whom it was sent. So that the ballots may remain secret, each voter, after marking his ballot, shall seal it in the blank envelope, marked “Ballot” that shall be placed in the second envelope addressed to the designated independent agency. The designated independent agency shall check the returns against the list of members whose dues are paid for the current year prior to opening the outer envelopes and removing the blank envelopes, and shall certify the eligibility of the voters as well as the results of the voting. The certified results of the voting shall be forwarded by the independent agency to the Recording Secretary in accordance with Article IV, Section 3. The Recording Secretary will retain the results of the voting and immediately notify all candidates of the election results. The election results will be announced to the Officers, Board of Governors and general membership by the Recording Secretary within three (3) days of announcement to the candidates.

(e) The Ballot procedure shall be conducted in accordance with Article IV, Section 4(d) except that in the event of a tie vote, the designated independent teller agency shall immediately notify the Corresponding Secretary. The Corresponding Secretary shall, within five (5) days of receiving said notification, send to each member in good standing a runoff ballot listing, in alphabetical order, the tied nominees for each vacant position. To be valid, ballots must be received by the independent agency by the date designated on the ballot which shall not be less than twenty (20) days or more than thirty (30) days from the mailing date. All ballots shall be held by the independent agency for a period of sixty (60) days following the conclusion of the election and then forwarded to the Recording Secretary.

(f) Nominations cannot be made in any manner other than as provided in these Bylaws.

ARTICLE V. Committees

SECTION 1

The Board may each year appoint standing committees to advance the work of the Club in such matters as dog shows, performance and companion dog events, and all AKC events for which the Club is eligible under the Rules and Regulations of the American Kennel Club. Such committees shall always be subject to the final authority of the Board. Special committees may also be appointed by the Board to aid it on particular projects.

Any committee appointment may be terminated by a majority vote of the full membership of the Board upon written notice to the appointee; and the Board may appoint successors to those persons whose service has been terminated.

ARTICLE VI. Discipline

SECTION 1. American Kennel Club Suspension

Any member who is suspended from any of the privileges of The American Kennel Club automatically shall be suspended from the privileges of this Club for a like period. The Board may review the basis of the suspension by the American Kennel Club and, if it deems that punishment insufficient, it may recommend to the membership that the penalty be expulsion, in accordance with Section 4 of this Article.

SECTION 2. Charges

Any member may prefer charges against a member for alleged misconduct prejudicial to the best interests of the Club or the breed. Written charges with specifications must be filed in duplicate with the Corresponding Secretary together with a deposit of fifty dollars ($50.00) which shall be forfeited if such charges are not sustained by the Board or a Committee following a hearing. The Corresponding Secretary shall promptly send a copy of the charges to each member of the Board or present them at a Board Meeting, and the Board shall first consider whether the actions alleged in the charges, if proven, might constitute conduct prejudicial to the best interests of the Club or the breed. If the Board considers that the charges do not allege conduct which would be prejudicial to the best interests of the Club or of the breed it may refuse to entertain jurisdiction. If the Board entertains jurisdiction of the charges it shall fix a date of a hearing by the Board or a Committee of not less than three (3) members of the Board, not less than three (3) weeks nor more than six (6) weeks thereafter. The Secretary shall promptly send one (1) copy of the charges to the accused member by certified mail together with a notice of the hearing and an assurance that the defendant may personally appear in his own defense and bring witnesses if he/she 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 (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 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 Recording Secretary. The Corresponding Secretary shall notify each of the parties and the Board of Governors 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. Circumstances that warrant expulsion shall be in accordance with Section I of this Article or upon the recommendation of the Board or Committee following a hearing as provided in Section 3 of this Article. The defendant shall have the privilege of appearing in his own behalf though no evidence shall be taken at this meeting. The President shall read the charges and the findings and recommendations, and shall invite the defendant, if present, to speak in his own behalf. The meeting shall then vote by secret written ballot on the proposed expulsion. A two-­thirds (2/3) vote of those present and voting at the Annual Meeting shall be necessary for expulsion. If expulsion is not so voted the suspension shall stand.

ARTICLE VII. Amendments

SECTION 1

Amendments to the Constitution and Bylaws and to the Standard for the Breed may be proposed by the Board of Governors or by written petition addressed to the Corresponding Secretary signed by twenty percent (20%) of the membership in good standing. Amendments proposed by such petition shall be promptly considered by the Board of Governors and must be submitted to the members with recommendations of the Board by the Corresponding Secretary for a vote within three (3) months of the date when the Corresponding Secretary received the petition.

SECTION 2

The Constitution and Bylaws or the Standard for the Breed may be amended at any time provided a copy of the proposed amendment has been mailed by the Corresponding Secretary to each member in good standing on the date of mailing, accompanied by a ballot on which he/she may indicate his choice for or against the action to be taken. Dual-­envelope procedures described in Article IV, Section 4(d) shall be followed in handling such ballots, to assure secrecy of the vote. Notice with such ballot shall specify a date not less than thirty (30) days after the date of mailing by which date the ballots must be returned to the Recording Secretary to be counted. The favorable vote of two-­thirds (2/3) of the members in good standing who return valid ballots within the time limit shall be required to effect any such amendment.

SECTION 3

No amendment to the Constitution and Bylaws or to the Standard for the Breed 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 VIII. Dissolution

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 but after payment of the debts of the Club its property and assets shall be given to a charitable organization for the benefit of dogs selected by the Board of Governors.

ARTICLE IX. Order of Business

SECTION 1

At general meetings of the Club, the order of business, shall be as follows so far as the character and nature of the meeting may permit:

• Roll Call
• Minutes of last meeting
• Report of President
• Report of Corresponding Secretary
• Report of Recording Secretary
• Report of AKC Delegate
• Report of Treasurer
• Election of new members
• Reports of Committees
• Unfinished business
• New business
• Adjournment

SECTION 2

At meetings of the Board, the order of business shall be as follows unless otherwise directed by majority vote of those present:

• Reading of minutes of last meeting
• Report of Corresponding Secretary
• Report of Recording Secretary
• Report of AKC Delegate
• Report of Treasurer
• Election of Officers and Board (first meeting of the year)
• Election of New Members
• Report of Committees
• Unfinished business
• New business
• Adjournment

ARTICLE X. Parliamentary Authority

The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the Cairn Terrier Club of America in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any policies and procedures the Club may adopt.

Approved Sep 10, 2015