American White Shepherd Association Bylaws & Constitution
Voted on and approved by the AWSA Membership October 2, 2015

Constitution

ARTICLE I
NAME AND OBJECTS
SECTION 1. Name.
The name of the Club shall be: “THE AMERICAN WHITE SHEPHERD ASSOCIATION”.

SECTION 2. Objects.
The objects of this Club shall be:
a. To encourage and promote quality in breeding of purebred White Shepherds, and to do all possible to bring their natural qualities to perfection;

b. To urge members and breeders to accept the standard of the breed approved by this club as the only standard of excellence by which the White Shepherd shall be judged;

c. To do all in its power to protect and advance the interests of the breed by encouraging sportsmanlike competition at all times;

d. To aid with every possible means in demonstrating the White Shepherd’s ability as a companion, herding, search and rescue, drug and explosive detection, therapy/assistance dog and guide dog for the blind;

e. To work toward full and complete recognition and acceptance of the White Shepherd breed by the American Kennel Club (AKC) and the Canadian Kennel Club (CKC) as well as all other kennel clubs and/or registries around the world;

f. To conduct conformation pointed shows and matches, companion and performance tests and trials and any other events for which the club is eligible

g. To strive to educate its members through the Club newsletter and to educate the general public by publishing literature about the White Shepherd

SECTION 3. Non-Profit Status.
The Club shall not be conducted or operated for a profit, and no part of any profits or remainder or residue from dues or donations to the Club shall inure to the benefit of any member or individual. The American White Shepherd Association was incorporated under the laws of the state of *Massachusetts and is a Federal Income Tax exempt organization operating under Section 501(c)(4) of the Internal Revenue Code.



American White Shepherd Association By-Laws
ARTICLE II
MEMBERSHIP

SECTION 1. Eligibility. There shall be five (5) types of membership.
a) Individual Membership: Enjoys all club privileges including the right to vote and hold office

b) Family Membership: Two adult members residing in the same household, each eligible to vote and hold office. Family membership will be terminated when one family member resigns or is removed from the club. The remaining member
must then reapply for individual membership as stated by following the procedures outlined in Article II, Section 3 of these by-laws.

c) Junior Membership: To be eligible, a person must be at least eight (8) years of age and not more than seventeen (17) years of age, and shall subscribe to the objects of the club. Junior members cannot vote or hold office. Junior members cannot serve on committees other than junior committees. On their eighteen (18) birthday, a junior member shall apply for Individual Membership and they will be granted all rights and privileges of that membership including the requirement to pay dues.
d) Honorary Membership. A non-member who has made significant contribution to the Sport, Breed or the Club. Such a member may be so designated posthumously. A living honorary member is not entitled to a vote or hold office. They are entitled to receive a copy of the Club’s
Newsletter.

e) Lifetime Membership. This class of membership is designated for all founding members. This membership will be free to these members only, excluding their family members. These members have full membership rights as seen in Article 2 Section 4. They are eligible to vote and have the right to hold office. This group of members are complete and will not change in number.

SECTION 2. Dues. Membership Dues shall be determined by a two-thirds affirmative vote of the Club’s Board of Directors. These dues are payable directly to the Membership Chair on or before the first day of January of each year. As of January 31 membership will lapse. Those lapsed members will have to reapply. A membership renewal notice will be published in the AWSA Times after the National Specialty. Reminder notices will be sent out by January 15. No member may vote whose dues are not paid for the current year.

SECTION 3. Application for Membership.
Each applicant for membership shall apply on a form as approved by the board of directors and which shall provide that the applicant agrees to abide by the constitution, by-laws, code of ethics. Accompanying the application, the prospective member shall submit dues payment for the current year and a signed copy of the Code of Ethics.


All applications are to be filed with the Membership Chair. A new member’s application may not be considered approved until the new member’s name has been posted to the clubs chosen method of membership notification, and until a period of thirty (30) days passes after this posting. If a current member protests the application in writing to the Secretary and if just cause is found upon review of all facts and circumstances by the Board of Directors, the new member’s application will automatically be canceled and his dues will be returned to him. If there is no objection within thirty (30) days of posting, the member will automatically be approved.


Applicants for membership who have been rejected by the club may not reapply within six (6) months after such rejection.

SECTION 4. Rights and Privileges of Club Membership.
A member in good standing has the following basic rights and privileges:
a) To be sent notices
b) To attend meetings
c) To present motions
d) To speak on debatable questions
e) To vote
f) To nominate
g) To be a candidate for office
h) To inspect official records of the organization
i) To insist on the enforcement of the rules of the organization itself
j) To resign from an office or the organization itself
k) To be treated with fairness and equality by other members of the organization
l) To have a fair hearing before expulsion or other penalties are applied
m) To receive or have the right to inspect an up-to-date copy of the constitution, by-laws, charter, rules, and minutes of the
organization.
n) To be notified no less than 30 days in advance of club functions including dog shows and/or any local specialty show chartered by the American White Shepherd Association.
o) To register dogs and litters with the Club’s official registry
p) To put Championship titles on dogs through completion at Club-sanctioned specialties.
q) To receive the club newsletter and to have the right to submit articles, letters to the editor and other personal opinions without prejudice or censorship, so as long as any comments so made are not intentionally defamatory toward another fellow member or that member’s dogs.
r) To join the American White Shepherd’s on line discussion group, have access to the member’s only section of the American White Shepherd’s website.
s) To exercise any other rights or privileges given to members by the law, by the by-laws, or by the rules of this organization.

SECTION 5. Termination of Membership. Memberships may be terminated:
a) By resignation. Any member in good standing, whose dues are current, may resign from the Club upon written notice to the
Secretary, except no member may resign when in debt to the Club. Obligations other than dues are considered a debt to the Club 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 thirty (30) days after the first day of the fiscal year: however the board may grant an additional thirty (30) days of grace to such delinquent members in meritorious cases. In no case may a person be entitled to vote whose dues are unpaid as of the date of that meeting.
c) By expulsion. A membership may be terminated by expulsion as provided in Article VIII, Section 4, of these by-laws.
A member who has either resigned or has been terminated by lapsing may reapply for membership as a new member, by following the procedures outlined in Article II, Section 3 of these by-laws.


SECTION 6. Good Standing.
A member in good standing is one whose dues are paid, and who is not under suspension by the American White Shepherd
Association.


ARTICLE III
CLUB REGISTRY

SECTION 1. Condition of Registration.
American White Shepherd Association members in good standing have the right and privilege to use and have access to the club registry. Said dogs and bitches are to have registrations and three generation pedigree with the American Kennel Club, Canadian Kennel Club, or any official registry that would be acceptable to the American Kennel Club. We will also accept the same from the United Kennel Club.
This use/access consists of registering any personally owned White Shepherd Dog(s) and any puppies resulting from the mating of said owned White Shepherd Dog(s). Though the club’s registry is a closed registry, i.e. for Club member use only, puppy buyers who do not wish to join the Club will be allowed as an owner of an American White Shepherd Association puppy. An AWSA puppy is one that has resulted from the mating of at least one AWSA registered White Shepherd Dog and is from the ownership of an AWSA member 
involved in the breeding.

ARTICLE IV
MEETINGS

SECTION 1. Annual Meeting
The Annual Meeting of the Club shall be held in the month of September, October or November in conjunction with the National Specialty. The day, date, time and location shall be printed in the Club Newsletter at least 60 days prior. The quorum for such meeting shall be 5%, or 20, of the membership in good standing, whichever is the lesser.

SECTION 2. Order of Business
At the Annual Meeting, the order of business, so far as the character and nature of the meeting may permit, shall be as follows:
a) Roll Call
b) Minutes of Last Meeting
c) Report of President
d) Report of Secretary
e) Report of Treasurer
f) Report of Committees
g) Reading of Club correspondence
h) Business arising out of correspondence
i) Unfinished business
j) New business
k) Election of Officers and Directors
l) Announcement of elected officers
m) Adjournment

SECTION 3. Special Meetings.
a) A special meeting of the Club may be called by the President, or a majority vote of the Directors who are present at a meeting of the Board, or by a majority who vote for such meeting by mail or electronic means. Special meetings called by the President or by majority vote of the Board shall be held within forty five (45) days of such call.
b) A special meeting may be called by the Secretary upon receipt of a petition signed by thirty percent (30%) of members of the Club who are in good standing, such meeting to be held within forty-five (45) days of the receipt of the petition. All such meetings shall be held at a time and place designated by the Board of Directors. Notice of such meeting shall be delivered, by mail or electronic means, by the Secretary to the membership at least fourteen (14) days, and no more than twenty-five (25) days, prior to the meeting. The notice of the meeting shall state the purpose or purposes of the meeting, and no other Club business may be transacted. A quorum for such meeting shall be fifty percent (50%) of those members having signed the petition.

SECTION 4. Regular Board Meetings.
Regular meetings of the Board of Directions of the Club shall be held during the month of January, April, July and following the Annual meeting at the National Specialty. In the event of an emergency, the Board may change the date of the meeting by an affirmative vote of three-fourths (3/4) of the Board of Directors. Notice of the dates and locations of such meetings shall be delivered by mail or electronic means by the Secretary to each member of the Board of Directors at least twenty (20) days prior to the date of the meeting.
A quorum for all Board Meetings shall be the majority of the Board.
Meetings are defined as gatherings where attendees see and/or hear each other. This includes meeting (in person) “physically” in the same room, meeting by video conference, teleconference or email.
Business (voting) can be conducted at meetings or through mail, fax, or email. In order for business to be conducted by email:
a) Every board member must be provided with the means to participate;
b) A procedure must be in place to verify the identity of the individuals participating to ensure that they are the eligible board members;
c) A mechanism must be in place to verify that the eligible board members are “listening”;
d) All board members must agree to participate in this manner in writing.

SECTION 5. Order of Business
At regular meetings of the Board of Directors, the order of business, unless otherwise directed by a majority vote of those present, shall be as follows:
a) Reading of the Minutes of the Last Meeting
b) Report of Secretary
c) Report of Treasurer
d) Report of President
e) Report of Committees
f) Unfinished Business
g) New Business
h) Adjournment

SECTION 6. Conduct of Business by Mail.
The Board of Directors may conduct its business by mail or electronic means as provided in the by-laws.

SECTION 7. Special Board Meetings.
a) Special meetings of the Board may be called by the President at any time. Notice of such meeting shall be delivered, by mail or electronic means, by the Secretary to each member of the Board at least two (2) days prior to the date of meeting. The notice shall state the date, time and purpose or purposes of the meeting.
b) Special meetings of the Board must be called by the President without undue delay upon a written request of two-thirds (2/3) of the Board of Directors, stating the purpose of the desired meeting
c) Notice of such meeting shall be delivered by mail or electronic means by the Secretary to each member of the Board at least two (2) days prior to the date of the meeting. The notice shall state the date, time and purpose of the meeting and no other business shall be transacted.

SECTION 8. Conduct of Meetings
At meetings of the membership and of the Board of Directors, the current edition of The Standard Code of Parliamentary Procedure governs this Club in all parliamentary situations that are not provided for by law, by its Constitution and By-laws, or adopted rules and policies.

SECTION 9. Minutes of the Meetings
The proceedings of these meetings (annual, special, regular) shall be recorded, and the Minutes published in the Club’s Newsletter.  Such Minutes shall include the yeas and nays of all votes.

SECTION 10. Annual Financial Report.
The Annual Financial Report of the American White Shepherd Association shall be published in the Club’s Newsletter within sixty (60) days of its delivery to the Board.


ARTICLE V
OFFICERS AND REGIONAL VICE-PRESIDENTS

SECTION 1. Board of Directors.
The Board of Directors shall be comprised of the Officers of the Club, and Regional Vice-Presidents. All Officers and Regional Vice-Presidents must be members in good standing of the American White Shepherd Association continuously during their time of service.
The general management of the Club shall be entrusted to the Board of Directors.

SECTION 2. Officers.
The Club’s Officers consist of the President, Vice-President, Secretary, and Treasurer. They shall serve in their respective capacities, both in regard to the Club and its meetings, and the Board of Directors and its meetings.
a) The President shall preside at all meetings of the Club and the Board, and shall have the duties and powers normally given to the office of President in addition to particularly specified in these By-Laws. The President shall be, ex-officio, a member of all committees, standing and ad hoc, appointed from time to time by the Board, except the Nominating Committee.
b) The Vice-President shall have all the powers and exercise the duties of the President in case of the President’s absence or
incapacity and the Vice-President shall assume the office of the President for the un-expired term in case of the President’s death, or incapacity, or if the President is unwilling or unable to serve. Duties to include overseeing all committees.
c) The Secretary shall keep a record of all meetings of the club and of the board and all matters of which a record shall be ordered by the club; have charge of the correspondence, notify members of meetings, notify officers and regional
vice-presidents of their election to office, keep a current roll of members of the club and their addresses, and carry out such duties as are prescribed in these by-laws.
d) The Treasurer shall collect and receive all monies due or belonging to the club. Monies shall be deposited in a bank designated by the board, in the name of the club. The books shall at all times be open for inspection by the board, and a report shall be given at every meeting on the condition of the club’s finances and every item of receipt or payment not before reported. At the Annual meeting the Treasurer shall render an account of all monies received and expended by the Club during the previous fiscal year and provide the books for member inspection.

SECTION 3. Regional Vice-Presidents and Regions
The American White Shepherd Association shall consist of nine (9) national regions to include all fifty (50) states and the country of Canada. Additional foreign countries will be incorporated when membership from those countries are approved.
Each region will have one Regional Vice-President, representing 1-15 members. One additional Regional Vice-President will be elected for every 15 additional members added to that region. They shall sit on the Board of Directors and shall represent their own region at all board meetings.
The nine (9) national regions of the American White Shepherd Association are as follows:

North Eastern: Maine, Vermont, New Hampshire, Massachusetts, Connecticut, New York, Pennsylvania, New Jersey, Delaware
Mid Atlantic: Michigan, Ohio, Indiana, Kentucky, West Virginia
South Eastern: Maryland, District of Columbia, Virginia, North Carolina, South Carolina, Georgia, Florida, Alabama
North Pacific: Washington, Oregon, California, Alaska, Nevada
South Central: Oklahoma, Arkansas, Tennessee, Mississippi, Louisiana
North Central: North Dakota, South Dakota, Illinois, Minnesota, Wisconsin, Iowa, Nebraska, Missouri
Midwest:  Montana, Idaho, Wyoming, Utah, Colorado, Kansas
South Pacific:  Arizona, New Mexico, Texas, Hawaii
Canada

SECTION 4. Terms of Office.
Each Officer shall be elected for a two-year term The President and Treasurer are elected in the even number years and the Secretary and Vice-President are elected in odd numbered years. The Regional Vice-Presidents are elected for two year terms also, the North Eastern, Mid-Atlantic, South Eastern regions, Canada and other foreign countries are elected in the even numbered years; the South Central, North Central, Midwest, North Pacific, and South Pacific regions in odd numbered years.

SECTION 5. Vacancies.
Any vacancies occurring on the board or among the officers during the year shall be filled until the next annual election by majority vote of the members of the board at its first regular meeting following the creation of such vacancy, or at a special board meeting called for that purpose; except that the vacancy of 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.
Board members must notify the President or the Secretary if unable to attend a Board meeting. No Officer or Director who has more than 2 unexcused absences during their current term of office shall be eligible for election to a successive term.

SECTION 6. Club Credentials.
Use of the Club stationery, past or present, or logos and insignia of the American White Shepherd Association, by any persons other than the current officers and members of the Board of Directors, or anyone specifically authorized by the Board of Directors, is prohibited. Also restricted is use of such stationery for any purposes other than official club business.

SECTION 7. Security Bond.
The Board of Directors will have the discretion as to the Bonding of the Treasurer.

SECTION 8. Indemnity.
The Association shall indemnify its directors or officers against all expenses and liabilities. Including counsel fees, reasonably incurred by or imposed upon them in connection with any proceeding to which they may be made a party, or in which they may become involved, by reason of them being or having been a director or officer of the Association. The exception to this would be willful recklessness or malicious intent that can be proven of that director or officer.

SECTION 9. Audit.
The Board of Directors shall cause an annual audit of the Treasurer’s records to be performed by a Certified Public Account or
qualified tax agent. Once an audit has occurred and they have been approved as complete and correct, the Treasurer is relieved from the responsibility of the past.


ARTICLE VI
CLUB YEAR, VOTING, NOMINATIONS, ELECTIONS

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

SECTION 2. Annual Meeting.
The annual meeting shall be held during the month of either September, October, or November at which 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. The nominated candidate receiving the greatest number of votes for each office shall be declared elected. 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 related to that office within thirty (30) days after the election.

SECTION 3. Voting.
At the Annual Meeting or at a special meeting of the Club, voting shall be limited to those members in good standing who are present at the meeting, except for election of Officers and Directors, and except for amendments to the by-laws and to the Breed Standard, which shall be decided by written ballot. An option for members to opt-in for electronic voting may be permitted. Voting by proxy shall not be permitted. The Board of Directors may decide to submit other specific questions for decision of the members by written ballot cast by mail or electronic ballot.

SECTION 4. Nominations
No person may be a candidate in a club election who has not been nominated in accordance with these By-Laws.
Single slate is defined as only one fully qualified
a) Not less than 6 months before an election, the President shall appoint a Nominations Committee Chairman.
b) This Chairman shall, in turn, appoint a committee, which shall consist of no fewer than three (3) members in good standing.
c) Only one member of the Nominating Committee may be a member of the Board of Directors.
d) The committee shall nominate at least one candidate for each office and positions on the board and after securing the consent of each person so nominated, shall immediately report their nominations to the Secretary in writing.
e) Nominations close sixty (60) days before the annual meeting at which elections will occur.
f) Upon receipt of the Nominating Committee’s report, the Secretary shall submit to the editor for publishing in the club newsletter no later than fifty (50) days before the election.
g) Once nominees are published in the club newsletter the membership will have ten (10) days to object or challenge those nominated. A member who desires to challenge a nomination shall present their challenge in writing to the secretary who shall immediately present the challenge to the Board of Directors. The Board of Directors shall have five (5) days from the receipt of objection to hold an investigation and decide the matter.
h) Any member who is in good standing may, before the election, submit a nomination or nominations for any available office. A member who desires to serve the Club and who feels confident that they are up to the task may, themselves, contact the Nominating Committee before the close of nominations and indicate their willingness to run and hold office.
i) If no valid additional nominations by written petition are received by the Nominating Committee Chair at their regular address on or before fifty (50) days prior to the date of the next Annual Meeting, the Nominating Committee’s single slate shall be declared to be elected, and no balloting will be required.
j) If one or more valid additional nominations are received by the Nominating Committee, either the Secretary or board appointed person or body shall mail each member in good standing, on or before thirty (30) days prior to the Annual Meeting, a ballot listing all of the nominees for each position, together with a blank envelope to hold the ballot and a return envelope marked ballot addressed to the designated agent appointed to accept the ballots. The return envelope shall bear the name of the member by whom it was sent so the agent may verify the credentials. The blank envelope with the ballot shall remain inside the sealed return envelope until given to the Election Committee.
k) Nominations cannot be made at the annual meeting or in any manner other than as provided in this Section.

SECTION 5. Regional Elections
The Board of Directors shall notify each region when it is time to seek nominations and for how many Regional Vice-Presidents will be needed to represent their region.
Each region is responsible for nominating their own candidates for this position.
The election of the Regional Vice-President shall occur by ballot at the same time as the Officers election at the Annual Meeting. This Regional ballot shall be placed in the same envelope as the Officers elections.

SECTION 6. Election Committee.
Before the beginning of the Annual meeting at which elections will occur, the President shall appoint tellers who shall be responsible for tabulating all the ballots, both absentee and in person, for the election. The tellers or election committee shall consist of not less than three (3) members in good standing. At the appointed time, the tellers shall count the ballots and then announce the final results to the President during the Annual Meeting. The election of Club officers is strictly by majority secret ballot vote and the candidate receiving the majority of the legal votes cast for a given office is elected. In the event of a tie vote for a club position, the vote must be retaken until the tie is resolved by voting or by some other method which the association may choose.
It shall be the final duty of the election committee to prepare a brief report for publication in the Club Newsletter following the annual meeting at which the elections took place. Report shall be submitted to the Newsletter Editor and Secretary within 10 days of the Annual Meeting.
The election committee shall then turn over all ballots to the Secretary. The Secretary shall hold onto these ballots for a period of at least six (6) months subsequent to the election and then they shall be destroyed.


ARTICLE VII
COMMITTEES

SECTION 1. The board may each year appoint chairmen and standing committees to advance the work of the Club in such matters as dog shows, companion events, performance activities, membership, club elections, and other fields which may be well served by committees. Such chairpersons and committees shall be subject to the final authority of the Board of Directors. Special committees may also be appointed by the Board to aid in particular projects.

SECTION 2. Any committee appointment may be terminated by the majority vote of the full board upon written notice to the appointee; and the board may appoint successors to those persons whose services have been terminated.


ARTICLE VIII
DISCIPLINE
Discipline of a member may be brought about in two ways, either by a member preferring charges against another member or by an investigation conducted by the board of a known violation of club rules.

SECTION 1. Charges.
Any member may prefer charges against any other member for alleged misconduct prejudicial to the best interests of the Club or the breed. Written charges, with specifications, must be filed with the Secretary, together with a deposit of fifty dollars ($50.00), which shall be forfeited if such charges are not sustained by the Board following a hearing. If the Board refuses to entertain jurisdiction or if the charges are sustained by the findings of the Board, the deposit will be returned to the member who made said deposit.
The Secretary shall promptly send a copy of the charges to each member of the Board. Any Board member who is in any way involved on either side of the charge or is unable to make an impersonal evaluation, should inform the Secretary immediately and must excuse himself from all deliberations and voting in regard to this particular disciplinary proceeding.
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. The Board must decide whether or not to entertain jurisdiction at the next regular or special meeting of the Board subsequent to the receipt of the charges by the Secretary. One (1) or more members of the Board may be appointed to obtain additional information regarding the charge before the Board makes its decision. If the Board considers that the charges do not allege conduct which would be prejudicial to the best interest 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 and place of a hearing not less than 3 weeks nor more than 6 weeks after the Board decides to entertain jurisdiction.
The Secretary shall promptly send 1 copy of the charges to the accused member by certified mail together with a notice of the hearing and an assurance that the accused member may personally appear in his/her own defense and bring witnesses if he/she wishes. The Secretary shall at the same time, by certified mail, send notice of the hearing to the complainant along with an assurance that the complainant may personally appear and bring witnesses to attest to the charges. A copy of By-laws Article VII. Discipline shall be included in the mailing to both the defendant and the complainant.
If the defendant fails to attend the hearing at the appointed time as directed, the hearing shall proceed without him. However, if the complainant, unless excused by the Board, fails to attend at the appointed time as directed, the charges against the defendant will be dropped and the complainant will forfeit his/her deposit.
No ex-member of the AWSA who resigned from membership while charges were either in the process of being filed, or having been filed alleging misconduct and/or violations of our By-Laws, or having been found guilty of a charge made against him/her and then having his/her membership lapsed at the end of the first year or having resigned before the end of the fiscal year during which charges were entertained may reapply for membership for a minimum period of three (3) years following the resignation or lapsing. Upon reapplication to membership, the Board, at its discretion may extend the three (3) year minimum waiting period commensurate with the severity of the original charges and reapplication may not take place for two (2) years after the last turn-down by the Board.
No ex-member of the AWSA who resigned from membership while charges were either in the process of being filed, or having been filed alleging misconduct and/or violations of our By-Laws, or having been found guilty of a charge made against him/her and then having his/her membership lapsed at the end of the first year or having resigned before the end of the fiscal year during which charges were entertained may take part in AWSA sponsored events nor may they enter their dogs in AWSA sponsored events for the same specified period of time.

SECTION 2. Board of Directors Hearing.

The hearing will be conducted by no less than two thirds (2/3's) or three (3) members of the Board of Directors whichever is greater and present at the hearing. The Board of Directors have complete authority to decide whether counsel may attend the hearing, but both the complaining member and the accused member shall be treated uniformly in this regard. The Board of Directors, after hearing all the testimony presented by complainant and defendant, shall vote to decide if the charges are sustained. An affirmative vote cast by two thirds (2/3's) or three (3) members of the Board of Directors, whichever is greater, and present at the hearing, is needed to sustain the charges. If the charges are sustained by an affirmative vote, the Board of Directors will move on to determining disciplinary action.
Within 7 days of the Board’s final decision, the Secretary shall notify each of the parties of the decision and disciplinary action, if any. All testimony, discussions and written materials relating to the hearing and charges will be held in strictest confidence by the Board as well as by all involved parties, including witnesses. Any party violating this confidence shall be subject to disciplinary action.

SECTION 3: Disciplinary Action
Should the charges be sustained after the Board of Directors has reviewed the documentary evidence and testimony presented by each party, the Board of Directors may, by a majority vote of those present, suspend the accused member from all privileges of the Club for up to six (6) months from the date of the hearing or until the next Annual Meeting of the Club, if such meeting is scheduled to be held more than six (6) months after the hearing. If the Board recommends that the accused member be expelled from the Club, the members shall consider such recommendation at the next annual Meeting of the Club. The accused member may appear at the said Annual Meeting if he or she so desires. All decisions of the Board of Directors with respect to the suspension or expulsion of a member of the Club shall immediately be filed in writing 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 Club immediately following a hearing, and upon the recommendation of the Board of Directors or Committee as provided in Section 3 of this Article. The accused member 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 findings and recommendations, and shall invite the accused member, if present, to speak in his/her own behalf. The members present at the meeting shall then vote by secret ballot on the proposed expulsion. A two-thirds (2/3) vote of those present at the Annual Meeting shall be necessary for expulsion. If expulsion is not so voted, any unexpired terms of suspension shall stand.

SECTION 5. Removal of Officer, Board Members.
The Board or club member has the right to remove an officer or director from office for valid cause.
The common valid causes for removal from office are:
a) Continued, gross, or willful neglect of the duties of the office
b) Failure or refusal to disclose necessary information on matters of the Club business
c) Unauthorized expenditures, signing of checks, or misuse of the clubs funds
d) Unwarranted attacks on the president or refusal to cooperate with the president
e) Misrepresentation of the club and its officers to outside persons
f) Conviction of a felony dealing with any type of human/animal cruelty, neglect or abuse

Charges in writing must be brought before the Disciplinary Board with any and all evidence available of wrong doing. The Disciplinary Board will have forty-eight (48) hours to review the charges and decide by a majority vote if there’s enough evidence to proceed with an investigation. If an investigation is deemed appropriate, the Disciplinary Board Chair will notify the remaining members of the Board of Directors and the “accused” member(s) must:
a) Temporarily step down from their position(s) on the Board. The Treasurer if charged he/she would send all checks and debit/credit cards to alternate signatory within 48 hours. Failure to do so will result in legal action.
b) Have no further access to Board communication including but not limited to the AWSA Board Yahoo list until a hearing has been held and a decision reached.
c) The member will have access to the AWSA Club list but posts will be moderated. They will be entitled to receive the AWSA Times newsletter and any additional membership electronic communications that are sent out by the club.
d) The Board of Directors will provide the accused with a notice of date, place and time of the hearing, provide a fair hearing, with a right to counsel and a reasonable opportunity for them to present a defense.
A majority vote is required to remove the Officer or Board member with at least 35% response of the entire membership. In all cases, the accused will have the opportunity to resign their position and or membership before the final decision of the Disciplinary Committee is reached. A vote shall be taken by secret ballot or electronic means. The members will be sent a copy of the charges, board findings and the disciplinary recommendations so the membership can choose among the options of consequences. The ballot is to be returned by the membership to the Disciplinary Board Chair. The Board Chair will arrange for a tally of the votes and inform the Board of Directors and the “accused” accordingly, depending on the results of the vote.
e) If a decision to remove the officer is reached by the membership, the Board member will be instructed to turn over all AWSA materials in their possession within thirty (30) days, including but not limited to checking account information, checks, bank statements and financial reports, minutes to past meetings, tax records, etc. AWSA will issue a shipping label for the package. Failure to do so will result in legal action.


ARTICLE IX
AMENDMENTS

SECTION 1. Amendments to the Constitution and By-laws and to the standard for the breed may be proposed by the Board of
Directors or by written petition(s) addressed to the Secretary signed by thirty (30%) of the membership in good standing. Amendments proposed by such petition(s) 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(s) was received by the Secretary. The By-laws Committee shall review the entire by-laws every three (3) years whether or not amendments or changes have been suggested or proposed by the members.

SECTION 2. The Constitution and By-laws or the standard for the breed may be amended at any time provided a copy of the proposed amendment has been mailed by the Secretary to each member in good standing on the date of mailing accompanied by a ballot on which he may indicate his choice for or against the action to be taken. Dual-envelope procedures, described in Article VI, Section 4. (i,) 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 of the ballots must be received by the Secretary or an independent party as designated by the Board. The Board shall appoint tellers or an independent party to count the ballots. A 35% return of the total voting club membership with a 75% vote in the affirmative from members in good standing with the Club who return valid ballots within the time limit shall be required to adopt all amendments.


ARTICLE X
DISSOLUTION

SECTION 1. The club may dissolve at any time by written consent of not less than 2/3 of the members in good standing. In the event of the dissolution of the club other than the purpose 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 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 directors.

ARTICLE XI
PARLIAMENTARY AUTHORITY
SECTION 1. The rules contained in the current edition of The Standard Code of Parliamentary Procedure shall govern the club in all cases to which they are applicable and in which they are not inconsistent with these by-laws, the statutes of the state of incorporation and any other special rules of order the club may adopt.


* Approved standard initially stated that the club was incorporated in the state of Indiana. Club was incorporated in the State of Mass. on September 29, 2015. By-laws have been changed to reflect the change.

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