ISCM ByLaws

IRISH SETTER CLUB OF MICHIGAN By-Laws Revised October, 2009

ARTICLE I ORGANIZATION AND PURPOSE

The Irish Setter Club of Michigan is a non-profit corporation existing under and by virtue of the laws of the State of Michigan to promote the Irish Setter, to popularize and publicize the Irish Setter as an all-purpose dog for show, field and obedience competition and for a family pet, companion and hunting dog; to provide suitable and proper facilities for showing, improving, training and exhibiting the Irish Setter; to provide a meeting place for its members; and to promote social activity among its members.

ARTICLE II MEMBERSHIP

Section 1. Classes of membership and application process (A). There shall be four classes of membership:

1. Junior. Junior members are persons under the age of 18 who are not included in a family membership. Junior members do not have voice or vote at club meetings, and may not be elected as a club officer or director. Junior members may service on committees of the club, and are encouraged to do so.
2. Individual: Individual members are persons who are at least 18 years old, who are not married or whose spouse or immediate family does not wish to participate in the activities of the Club. Individual members have voice and vote at club meetings, and may be elected as an officer or Director of the club, and may serve on committees of the club.
3. Family. Family memberships may include all persons in an immediate family (married adults and their children) interested in participating in the activities of the club, regardless of age. Family members are those whose names were listed on the initial membership application or are added or subtracted on subsequent annual dues notice/renewal forms. Any two members of a family who are at least 18 years of age have voice and vote at club meetings. Any member of a family who is at least 18 years of age may be elected as an officer or director of the club. Any members of a family regardless of age may serve on committees of the club.
4. Honorary: Members of the Club who have made outstanding contributions to the welfare and development of the Club, but who have ceased to actively participate may be made Honorary Members upon action of a majority of the Board of Directors. Other individuals may also be made Honorary Members upon action of a majority of the Board of Directors. Honorary members have neither voice nor at club meetings, and may not be elected as an officer or director of the Club. They may serve on Committees of the Club.

(B). The membership application received from a junior, an individual or a family will be proposed at the first meeting after it has been received. Following its publication in the News & Views newsletter, it may be voted on at the next meeting. The application must be approved by three-quarters of the membership present and voting. An application for membership that has been rejected by the Club may be resubmitted six (6) months after such rejection.

Section 2. Application for Membership Candidates for active membership shall complete and submit to the Membership Chairperson a form which shall be furnished by the Club and which shall contain, among other things, the name, occupation, and address of the candidate, signature of the active club member who sponsors the candidate, and the class of membership being applied for. Appropriate dues payment, according to the then-current Schedule of Dues must accompany the application for membership.

Section 3. Dues. The Schedule of Dues is the responsibility of the Board of Directors. At its meeting in May the Board of Directors should confirm or revise the dues schedule for the classes of membership, and for partial year memberships of the classes for new members. The Dues Schedule for the upcoming year shall be included with the Membership Renewal forms sent to all current active members. Dues for membership renewal may be paid beginning July 1st of each year. Any member whose dues are not paid as of the adjournment of the Annual Meeting in September shall be deprived of all privileges of the Club, including membership. A notice shall be added in the ballot envelopes that dues are DUE and payable prior to voting privileges.

Section 4. Management Only Active Members shall have voice in the management of the affairs of the Club.

Section 5. Assessment No assessment shall be levied against the membership.

Section 6. Acceptance Notice Notice shall be sent to new members upon his/her/their acceptance, along with a membership card and copy of the By-Laws and Rules of the Club by which members are bound.

Section 7. Change of address All members must notify the Secretary in writing of any change of address. Failure to do so denotes waiver of any notice provided for under the By-Laws and Rules of the Club.

Section 8. 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 9. Termination Termination of membership, from any cause whatsoever, shall operate as a release of all right or title to, or interest in the property and assets of the Club, which interest shall thereupon become vested in the Club.

Section 10. Reapplication Any person having resigned or forfeited his/her membership and wishes to again become a member, must be regularly proposed and balloted for, as when first elected.

Section 11. Hearing, Request for Any member may prefer charges against a member for alleged misconduct prejudicial to the best interest of the Club or the breed. Written charges with specifications must be filed in duplicate with the Secretary together with a deposit of ten dollars ($10.00), which shall be forfeited if such charges are not sustained. The Secretary shall promptly notify the Board of Directors which shall meet and fix the date of a Board Hearing not less than three (3) weeks nor more than six (6) weeks thereafter. The Secretary shall promptly send one copy of the charges to the accused member by registered mail together with a notice of the hearing, and an assurance that the defendant may personally appear in his/her own defense and bring witnesses if he/she wishes.

Section 12. Hearing Procedure The Board of Directors 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 the hearing of all evidence and testimony presented by the complainant and defendant, the Board of Directors 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, and if it deems that punishment insufficient, it may also recommend to the membership that the penalty be expulsion. In such cases, the suspension shall not restrict the defendant from the right to appear before his/her fellow members at the ensuing Club meeting which considers the Board’s recommendation. Immediately after the Board of Directors has reached a decision, findings shall be put in writing and filed with the Secretary. The Secretary in turn shall notify each of the parties of the Board’s decision and penalty, if any.

Section 13. Expulsion Expulsion of a member from the Club may be accomplished only at a meeting of the Club following a Board Hearing and upon the Board’s recommendation as provided in Section 13 of this Article. Such procedure may occur at a regular or special meeting of the Club to be held within sixty (60) days but not earlier than thirty (30) days after the Board of Directors recommendation of expulsion. The defendant shall have the privilege of appearing in his/her own behalf though no evidence shall be taken at this meeting. The President shall read the charges and the Board’s findings and invite the defendant, if present, to speak in his/her own behalf if he/she wishes. The members shall then vote by secret ballot on the proposed expulsion. A two-thirds (2/3) vote of those present at the meeting shall be necessary for the expulsion. If expulsion is not voted, the Board of Directors’ suspension shall stand.

ARTICLE III BOARD OF DIRECTORS AND OFFICERS

Section 1. Directors (A) The government and management of the Club shall be vested in the Board of Directors consisting of six (6) persons elected from the rolls of active members and the four elected officers of the Club. The elected Directors shall be divided into three classes who shall be elected and hold office for a term of three years each, the terms of one class of two (2) members expiring respectively on the date of the Annual Meeting each year or when their successors are elected and take office. The ex-officio Directors shall serve as long as they remain officers of the Club.

(B) At its first meeting following the election at the September General Membership meeting, the Board of Directors shall elect a Chairman and a Secretary, each to serve one-year terms. There is no limit on the number of successive terms a person may serve as an officer of the Board of Directors.

(C) Should a Director wish to run for an office (President, Vice-President, Treasurer or Secretary), he/she must relinquish the balance of his/her term. A new Director will be elected to fill the balance of this term.

Section 2. Officers The Officers of the Club shall consist of: A. President B. Vice-President C. Treasurer D. Secretary —and who shall serve as ex-officio members of the Board of Directors.

The elected Officers shall be the Officers of the Club and shall hold office for a period of one (1) year or until successors are elected and take office. Tenure of the office of President and Vice-President shall be limited to two (2) consecutive years unless waived at the July Nominating Meeting and voted on by two-thirds (2/3) majority of members in attendance. In the event the President is not able to continue on in his/her office, the Vice-President shall automatically assume the office of President.

Section 3. Married Couples Only one member of a married couple shall serve as a member of the Board of Directors at the same time.

ARTICLE IV MEETINGS AND ELECTIONS

Section 1. General Membership Meetings (A) General Membership and Board of Directors meetings of the Club are to be held six (6) months of the year, on the second Thursday of January, March, May, July, September and November.

(B) A meeting date for the combined meetings may be changed by a majority of members present at the immediately preceding regular membership meeting, or afterward by 2/3 of the members of the Board of Directors. Due notice of the revised meeting date shall be given in writing to all the members of the Club at least one week prior to the new date. A notice in the News and Views newsletter will satisfy this requirement.

Section 2. Annual Meeting The Annual Meeting of this Club shall be held on the second Thursday of September each year (or at a revised date as allowed above); and at such meeting the Directors and Officers shall be elected. A member must have been a member three (3) months prior to the date for mailing of ballots to be eligible to vote for Directors and Officers. Ballots are to be mailed to all eligible members. Marked ballots must be returned to the Chairperson of the Nominating and Election Committee by 9:00 p.m. on Election night.

Section 3. Nominations and Elections (A) At the May meeting of the Board of Directors, the Board shall elect a Committee of three (3) members of the Club who shall place in nomination for Directors candidates who have voiced acceptance. This committee shall also place in nomination a list of candidates for the Officers (President, Vice-President, Treasurer and Secretary). No club member can serve on the Nominations and Election Committee two (2) years in succession.

(B) The list of candidates shall be in writing, shall be signed by the Nominations and Elections Committee and shall be placed in the hands of the Secretary for presentation to the Board of Directors at the July meeting.

(C) Additional nominations shall be accepted from the General Membership at the July meeting. These nominees must provide acceptance either verbal or written.

(D) In order to qualify for the office of President or Vice-President, the candidates must have been members of the Board of Directors for a period of six (6) months at any time prior to the Annual Election. (E) All candidates for the offices of Board of Directors and Officers shall have their dues paid to the Treasurer no later than July 31st. Failure in having dues paid by that date shall automatically deprive said candidates’ name from being printed on the election ballots. (F) Following the July meeting, the Secretary will confirm the names of those nominated for each position with the Nomination & Elections Chairperson, who may or may not be required to prepare a written ballot for distribution to the membership, as detailed below. (G) If there is only one nominee for each of the positions, the preparation and distribution of a written ballot will be dispensed with and a voice vote taken for each position at the Annual Meeting. If one or more of the positions has multiple nominees, then Ballots will be sent First Class Mail to all eligible voting members by August 1st by the Nomination & Elections Chairperson, as follows:

Section 4. Ballot Procedure: (A) Each eligible voting member will be sent a ballot, a ballot envelope, a mailing envelope and an instruction sheet. (B) Ballot will be marked and placed in the ballot envelope and sealed and placed inside the mailing envelope. (C) The mailing envelope must have the voter’s signature in the return address space. (D) Each qualified voter shall at the Annual Meeting be allowed to vote for one (1) candidate for each vacancy on the Board of Directors. (E) On Election night, the Nominations and Elections Committee will check off from the mailing envelope and place the sealed ballot envelopes in the Ballot Box. When all envelopes have been processed and the polls are closed, ballots will be opened and counted. (F) All ballots must be counted and results certified by the Nominations and Elections Committee before the announcement of the elected is made. The candidate receiving the highest number of votes shall be elected to the full term; and if there is more than one term open, the candidate receiving the second highest number of votes shall be elected to the second office and so on until all offices are filled. In the event of a tie, a vote will be cast for the candidates by the membership present. (G) In the event a Board member leaves office to run for an Officer’s position (President, VicePresident, Secretary or Treasurer), the procedure to fill the balance of his/her term will follow Article III. Section 1, paragraph (C).

Section 5. Quorum At any regular, special or Annual Meeting of the members of the Club, a quorum shall consist of not less than ten (10) voting members. If no quorum is present at the Annual Meeting or any special meeting of the members of the Club, the presiding officers shall adjourn such meeting for two (2) weeks.

Section 6. Order of Business The order of business at the Annual Meeting shall be: (A) Minutes of the previous meeting (B) Reports of Officers and Board of Directors (C) Unfinished Business (D) New Business (E) Counting of Ballots for Directors and Officers

Section 7. Special Meetings A special meeting of the voting members of the Club shall be called whenever fifteen (15) voting members shall make a written request for same to the President, specifying the object of the meeting. Notice of Special Meeting of the Club shall be mailed to the last known address of every member eligible to vote at least 10 (ten) days before the date of such meeting.

Section 8. Meeting Location All meetings of the Club shall be held at a designated location

ARTICLE V DUTIES AND POWERS OF THE OFFICERS

Section 1. President The President shall preside over all meetings of the Club and Board of Directors, and shall be an exofficio member of all committees, and he/she shall enforce the laws and regulations of the Club. It shall be the duty of the President to select the Chairpersons of the following standing committees: 1) Show, 2) Field, 3) Obedience, 4) Trophy, Advertising, Publicity and Entertainment, 5) Membership, By-Laws, Cards & Flowers, 6) News & Views, and 7) Coordinator of Special Awards and Special Events. Each chairperson shall continue in his/her position until his/her successor is appointed, after which time he/she will act as a consultant until January 1st. A minimum of one (1) week notice will be sent members of committees as to committee meeting dates and places.

Section 2. Vice-President In the absence of the President, the Vice-President shall perform his/her duties. Should neither be present at any meeting, a chairman shall be chosen by vote of those Directors present.

Section 3. Secretary The Secretary shall conduct all official correspondence of the Club, and shall keep a record of all meetings of the Club and the Board of Directors, issue notice to all voting members of special meetings of the Club and Board of Directors, and perform such other duties as may be assigned to him/her by these By-Laws or by the Board of Directors.

Section 4. Treasurer (A) The Treasurer is to establish accounts in the name of the Club at financial institutions of his or her choosing, so long as they are federally insured. (B) As many other club members as deemed necessary and convenient may be designated signers on the accounts. Only one signature is needed for account transactions. (C) Special Use accounts may be established in the club’s name by others with the approval of the Board of Directors (ie: for Rescue activity or in conjunction with a National dog show). The Treasurer is to be a signer on all such accounts with electronic access to them. (D) For income, the Treasurer is to require that Remittance Advisories, in sufficient detail, accompany all receipts being presented for deposit. (For example, a list of the members whose dues payments are being turned over by the Secretary.) (E) The Treasurer is to make disbursements by check only, never cash. All receipts are to be deposited into the checking account, and may be transferred to other accounts from there. F) No payment or reimbursement check is to be written without suppliers’ original invoices or sales receipts, a properly executed Contract, or the recorded authorization of the Board of Directors. Advances may be made, but must be returned in a timely manner and fully reconciled with suppliers’ original invoices or sales receipts, or other proper authorization. The Treasurer is to retain all supporting documentation, filed by accounting category for easy retrieval, for a period of seven years. (G) All receipts, expenses, and advances are to be book-kept in categories and sub-categories as deemed appropriate for our club and its activities, using a recognized accounting system that allows both detailed reports and summary reports of all financial activities. Each transaction is to carry identifying notations if the transaction is not obviously identified on its face.

(H) The Treasurer: 1. Is authorized to make disbursements for usual and customary activities and expenses of the club without further approvals. 2. May pay for unique expenses or very large expenses only after they are approved by the Board of Directors. 3. May pay for undocumented expenses (not supported by suppliers’ invoices or sales receipts) only after they are approved by the Board of Directors. 4. May make emergency disbursements when s/he deems it necessary, with the proviso that s/he is to seek approval of the Board of Directors at the next regular meeting of the Board.

(I) At regular monthly meetings of the club, a brief written report of Account Balances shall be considered sufficient for the Treasurer’s Report (unless s/he wishes to present a more detailed report on a regular basis). At meetings following each club event the Treasurer is to give a written Financial Status report for each event, and continue to do so until the financial activity for each event has been concluded. As noted in the Bylaws, the Treasurer is to give a fully detailed written report of all accounts at the club’s Annual Meeting in August. All reports made by the Treasurer are to become part of the minutes of the meeting during which they were made.

Section 5. Club Records & Property The Officers, upon expiration of their tenure of office, shall transfer all official records and property of the Club then in their possession to their duly qualified successors in office.

ARTICLE VI BOARD OF DIRECTORS

Section 1. Management The Board of Directors shall control and manage the property of the Club and the appropriation of its funds, authorizing all contracts and purchases.

Section 2. Committees For the better execution of their power and duties, the President shall appoint from their own number or from members of the Club, such committees as occasion may require and they may deem necessary and shall define the duties thereof. In addition, each candidate for Directorship shall indicate his willingness in writing to accept one of the chairmanships listed in Article 5, Section 1; specifying his/her preference and at least one (1) alternate, or state that he will accept any post to which the President appoints him/her. Each Director except the President shall chair one committee. The President may ask for the resignation of any Director for his refusal to accept a committee chairmanship, or failure to fulfill the duties of that chairperson as outlined by the President. If the resignation is not forthcoming, that Director may be relieved of the directorship by a two-thirds (2/3) vote of the membership present at any regular meeting.

Section 3. Property Rules It shall be the duty of said Board of Directors to prescribe and publish rules regulating the use and occupancy of the facilities of the Club and the care and use of its property.

Section 4. Meetings The Board shall meet for the transaction of business on the second Thursday of January, March, May, July, September and November, and at any other time called, in writing, by the President or any three members thereof, provided prompt notice shall be given each member of the Board of Directors before the time appointed for said meeting. Five (5) members shall constitute a quorum.

Section 5. Vacancies A Board of Director may fill any vacancy among the Officers or Directors except President, by vote of the majority of those present at any regular meeting of said Board. The person so elected shall hold office for the balance of the term of the outgoing Officer or Director.

Section 6. Attendance Any member of the Board of Directors who shall be absent from two (2) consecutive General Membership/Board of Directors meetings shall be deemed to have resigned as a member of said Board and cease to be a member thereof.

ARTICLE VII PROPERTY

Section 1. Private Property No member shall use the properties of another member without his/her permission. All private properties shall be leased at the owner’s risk.

Section 2. Damage No person shall take any article belonging to the Club except by permission of the Board of Directors or the duly appointed custodian of said article, and all damage to Club property shall be paid for by the member causing them.

ARTICLE VIII GUESTS

Members shall be held responsible for the conduct of their guests and for all indebtedness to the Club incurred by them.

ARTICLE IX AMENDMENTS

Section 1. Procedure for Amendments, Who may recommend Any active member may recommend changes or additions to the By-Laws. Recommendations must be submitted in writing, together with the reasons for the changes, to the By-Laws Chairperson and the President for consideration by the membership.

Section 2. Amendments These By-Laws may be altered, amended, added to or repealed by a two-thirds (2/3) vote of the membership present and voting. Said amendments will be proposed, discussed and published in the News & Views one issue prior to the meeting at which a vote will be taken.

“ARTICLE X DISSOLUTION

The Club may be dissolved at any time by the written consent of not less than 2/3 of the members. In the event of the dissolution of the Club, whether voluntary or involuntary or by operation of the law, none of the property of the Club or any proceeds thereof nor any assets of the Club shall be distributed to any members of the Club. After payment of debts of the Club the Board of Directors shall distribute all assets exclusively to an organization or organizations for the benefit of dogs that qualify as an exempt organization or organizations under Section 501 (c) (3) of the Internal Revenue Code as it now exists or as it may be hereafter amended from time to time.