HCA Constitution & Bylaws

THE HAVANESE CLUB OF AMERICA, INC.

CONSTITUTION

ARTICLE I Name and Objectives

SECTION 1.       The name of the Club shall be The Havanese Club of America, Inc.

SECTION 2.      The objectives of the Club shall be:

  1. to encourage and promote quality in the breeding of purebred Havanese and to do all possible to bring their natural qualities to perfection;
  2. to encourage the organization of independent, local Havanese specialty clubs in those localities where there are sufficient fanciers of the breed to meet the requirements of the American Kennel Club;
  3. to urge members and breeders to accept the Standard of the breed as approved by the American Kennel Club as the only standard of excellence by which Havanese shall be judged;
  4. to do all in its power to protect and advance the interests of the breed and to encourage sportsmanlike competition at dog shows, obedience, rally and agility trials, tracking tests, and other events for which the club is eligible under the Rules and Regulations of the American Kennel Club.
  5. to conduct sanctioned matches, specialty shows, obedience, rally and agility trials, tracking tests, and other events in which Havanese are eligible to compete under the rules of the American Kennel Club.

SECTION 3.  The Club shall not be conducted or operated for profit and no part of any profits or remainder or residue from dues or donations to the Club shall inure to the benefit of any member or individual.

SECTION 4.  The members of the Club shall adopt and may from time to time revise such Bylaws as may be required to carry out these objectives.

SECTION 5.   The Club has the exclusive right to use its name and Club logo. Any other use of the Club’s name and logo is prohibited except with the approval of the Board.  Members in good standing may state that they are members of the Club and use the Club’s name and member logo in connection with such statement.

THE HAVANESE CLUB OF AMERICA, INC.

BYLAWS

ARTICLE I

Membership

SECTION 1. Eligibility.  There shall be four (4) types of Club membership:  Regular, Household, Foreign and Junior.  Membership is open to persons who are in good standing with the American Kennel Club (the “AKC”) and who subscribe to the purposes of this Club.  Any person applying for a Regular or Household membership must own or co-own at least one (1) AKC registered Havanese, and must be a resident of the United States.  Regular and Household Members in good standing (as defined in Article 1, Section 4) shall be referred to herein as “Voting Members.”

  1. Regular Membership.  Open to individuals eighteen (18) years of age or older.  Regular members enjoy all privileges of the Club including the right to vote and hold office.  Each Regular member has one (1) vote and is counted in determining a quorum.
  2. Household Membership. Open to two (2) persons eighteen (18) years of age or older, living at the same domicile.  Each Household member enjoys all privileges of the Club, including the right to vote and hold office.  Each Household member has one (1) vote and is counted in determining a quorum.  In the event of a change in status due to divorce, death or other circumstances, such that the Household member(s) are no longer eligible for such status, each such membership shall automatically convert to a Regular membership (unless a different status is applicable based on the circumstances).
  3. Foreign Membership.  Open to persons who live outside the United States.  Foreign members cannot vote or hold office, and they do not count in determining a quorum.  The membership of any Regular, Household or Junior member who no longer resides in the United States shall automatically convert to a Foreign membership, but if the member is in good standing, shall revert to the previous membership status when the member re-establishes residence in the United States.  Notwithstanding the foregoing, a Regular, Household or Junior member who lives outside the United States on a temporary basis shall retain his or her membership status during such period, including, if applicable, the voting rights associated with such membership status; provided that, such member shall not be permitted to be nominated for, or elected or appointed as, a member of the Board while he or she lives outside of the United States.
  4. Junior Membership. Open to persons ten (10) through seventeen (17) years of age who have demonstrated an interest in Havanese and the purposes of the Club.  Junior members cannot vote or hold office, and they do not count in determining a quorum.  On reaching the age of eighteen (18), a Junior member may apply to the Club, following the application and election procedures required for new members, to convert his or her Junior membership to a Regular or Household membership.  The Junior member must meet all the requirements of Regular or Household membership to become a Regular or Household member.

SECTION 2. Dues.  Membership dues shall be determined by the Board from time to time and shall not exceed One Hundred Dollars ($100) per year.  Dues are payable on or before the first (1st) day of January of each year.  No member may vote whose dues are not paid for the current year.  During the month of November, the Treasurer shall send to each member a statement for dues for the ensuing year.

SECTION 3. Election to Membership.  Each applicant for membership shall apply on a form approved by the Board which shall provide that the applicant agrees to abide by the Constitution and Bylaws of the Club, and the rules of the American Kennel Club. Joint applicants for a Household membership may apply on a single application form. The application shall state the name, address and occupation of the applicant(s), and carry the endorsement of two (2) Voting Members in good standing who do not reside in the same household.  The application must be accompanied by dues payment for the current year.  The affirmative vote of two-thirds (2/3) of the Board present shall be required to approve a membership application.    Such vote shall be taken by secret ballot.

An application that receives a negative vote by the Board may be presented by one (1) of the applicant’s endorsers at the next annual meeting of the Club.  The Voting Members present at such meeting may elect such applicant by a favorable vote of two-thirds (2/3) of such members.  Such voting shall be by secret ballot. Applicants for membership who have been rejected by the Club may not reapply within twelve (12) months after such rejection.

SECTION 4.   Membership in Good Standing.  A member “in good standing” is a member of the Club who has paid his or her dues for the current fiscal year and is not currently suspended by the Club or the American Kennel Club.

SECTION 5.  Transfer of Membership.  No member may transfer his or her membership in the Club, nor any right arising therefrom, nor may any such membership or right be transferred by operation of law, to any other person or entity.

SECTION 6.  Termination of Membership.  Membership may be terminated by:

  1. Resignation. Any member in good standing may resign from the Club on written notice to the Recording Secretary, but no member may resign when in debt to the Club.  Notwithstanding the foregoing, a member may resign if he or she is unable to pay his or her dues to the Club.  Financial  obligations (other than dues) are considered a debt to the Club, and must be paid in full prior to resignation.
  2. 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 sixty (60) days of grace to such delinquent member in meritorious cases.  In no case may a person be entitled to vote at any Club meeting if that member’s dues are unpaid as of that meeting.
  3. Expulsion. A membership may be terminated by expulsion as provided in Article VI of these Bylaws.

 ARTICLE II

Meetings

SECTION 1. Annual Meeting. The annual meeting of the Club shall be held in conjunction with the Club’s National Specialty Show if possible, at a place, date and hour designated by the Board, or at such other place, date and hour as designated by the Board.  Written notice of the annual meeting shall be mailed or sent by the Recording Secretary to each member at least thirty (30) days prior to the date of the meeting.  The quorum for the annual meeting shall be ten percent (10%) of the Voting Members.

SECTION 2. Special Club Meetings. Special Club meetings may be called by the President, or by a majority vote of the Board as set forth in Article II, Section 4, and shall be called by the Recording Secretary on receipt of a petition signed by ten percent (10%) of the Voting Members.  Such meeting shall be held at such place, date and hour as may be designated by the Board.  Written notice of such meeting shall be mailed or sent by the Recording Secretary at least fourteen (14) days, and not more than thirty (30) days, prior to the meeting.  The notice of such special Club meeting shall state the purpose of the meeting, and no other business other than stated in the notice may be transacted at that meeting. The quorum for a special meeting of the Club shall be ten percent (10%) of the Voting Members.

SECTION 3. Board Meetings.   The first meeting of the Board each year shall take place in the month of January. Other meetings of the Board shall be held at such times and places as are designated by the President or a majority of the Board.  Written notice of each such meeting shall be sent by the Recording Secretary to each member of the Board at least fourteen (14) days prior to the date of the meeting. The quorum for a Board meeting shall be a majority of the Board.

SECTION 4.  Participation in Meetings and Conduct of Business.  Board members may participate in Board meetings in person, and/or through telephone conferences and/or video conferences, and participation in a Board meeting through any of these means constitutes presence in person at that meeting so long as all Board members participating in the meeting are able to hear one another or, if a Board member is hearing impaired, such Board member is otherwise able to follow the Board discussion and contribute to it as the discussion unfolds. The Board may conduct business (which includes voting) at meetings or through mail, facsimile or e-mail; provided that, for business to be conducted via e-mail, the following precautions must be in place:

  1. Every Board member must be provided with the means to participate;
  2. A procedure must be in place to verify the identity of the individuals participating to ensure that they are eligible Board members; and
  3. All Board members must agree to participate in this manner.

Items voted on in telephone conferences or video conferences must be confirmed in the written minutes of the conference, and the written minutes must be sent by the Recording Secretary to each Board member within twenty-one (21) days.

Members can only participate in person in the Club’s annual and special meetings of the membership, and cannot participate in such meetings through other means, including without limitation, use of telephone conference, video conference, mail, e-mail or facsimile messages.

SECTION 5.  Correspondence and Notices.  Unless otherwise specified in these Bylaws, the Club may send members notification of Club meetings, minutes of meetings, statements of dues and newsletters by e-mail or postal mail.  Likewise, unless otherwise specified in these Bylaws, the Club may send Board members notification of Board meetings by e-mail or postal mail. Members may elect to receive such communications by e-mail by signing an authorization, and members may similarly revoke such authorization with a signed request submitted to the Recording Secretary.  Such authorization must release the Club from any liability should the notification be received late or not received by the member due to circumstances beyond the Club’s control.  If a member does not elect to receive communications and notices by e-mail, communications and notices must be sent to the member by postal mail.

ARTICLE III

Directors and Officers

SECTION 1.  Board of Directors.  The Board of Directors shall consist of the officers and six (6) other persons, all of whom shall be Voting Members who are residents of the United States (the “Board”).  Members of the Board shall be elected for a two (2) year term as provided in Article IV, and shall serve for that term or until their successors are elected.  General management of the Club’s affairs shall be entrusted to the Board.

SECTION 2.  Officers.  The Club’s officers, consisting of the President, Vice-President, Recording Secretary, Corresponding Secretary and Treasurer, shall serve in their respective capacities both with regard to the Club and its meetings, and the Board and its meetings.

  1. President.  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.
  2. Vice President. The Vice President shall have the duties and exercise the powers of the President in case of the President’s death, absence or incapacity.
  3. Recording Secretary.  The Recording Secretary shall keep a record of all meetings of the Club and the Board, and of all votes taken, and of all matters of which a record shall be ordered by the Board.  The Recording Secretary shall also notify officers and directors of their election to office, and keep a roll of the members of the Club with their addresses and other contact information. A complete membership list, including at least one contact method for each member, shall be sent to the membership annually.
  4. Corresponding Secretary.  The Corresponding Secretary shall handle routine inquiries from the public, external Club communications, requests for information about the location of breeders and related questions.  The Corresponding Secretary shall also have charge of correspondence, and carry out such other duties as are prescribed in these Bylaws. The mailing address of the Club shall be that of the Corresponding Secretary.
  5. Treasurer.  The Treasurer shall collect and receive all monies due or belonging to the Club and deposit such monies in a bank approved by the Board, in the name of the Club. The Treasurer shall keep the books of the Club, and they shall at all times be open to inspection of the Board.  The Treasurer shall give a report at every meeting of the Board on the condition of the Club’s finances and every item of receipt or payment not before reported, and at the annual meeting an accounting shall be rendered of all monies received and expended during the previous fiscal year. The Treasurer shall be bonded in such amount as the Board shall determine.

SECTION 3. Vacancies.  Until the next election by Voting Members, any vacancies occurring on the Board or among the officers shall be filled by a majority vote of all the remaining members of the Board, except that a vacancy in the office of President shall be filled automatically by the Vice-President and the resulting vacancy in the office of Vice-President shall be filled by the Board.

SECTION 4.  AKC Delegate.  The Board shall appoint a Voting Member as the Club’s AKC Delegate.   The AKC Delegate may be, but is not required to be, a member of the Board, and appointment as the Club’s AKC Delegate shall not confer Board membership or Board voting rights on the person so appointed.  The AKC Delegate shall attend the AKC Delegate meetings and report to the Club all actions and matters discussed at such meetings, and act as a liaison between the Club and the AKC under the advisement of the Board.  The Board may from time to time review the appointment of the AKC Delegate taking into account all matters pertinent to the appointment, including without limitation the best interests of the Club and AKC publications about the role of, and expectations for, the AKC Delegate.  The Board may renew the appointment, or appoint a different Voting Member to serve as the Club’s AKC Delegate, in connection with such review. 

ARTICLE IV

The 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 be the same as its fiscal year.  Except when filling a vacancy on the Board as set forth in Article III, Section 3, officers and directors shall take office on the first day of January in even-numbered years following their election in odd-numbered years.  Each retiring officer shall turn over to his or her successor in office all properties and records relating to that office by January 1 following the year of the election. If an officer is appointed to fill a vacancy pursuant to Article III, Section 3, the retiring officer shall turn over to his or her successor in office all properties and records relating to that office within thirty (30) days following the appointment.

SECTION 2.  Voting.  Only Voting Members shall be entitled to vote.  The biennial election of officers and directors, and amendments to the Constitution, Bylaws, and the Standard for the breed, shall be decided by written ballot cast by mail or in accordance with AKC’s Procedure on Electronic Balloting for AKC Parent Clubs.  The Board may submit other specific questions for decision of the members by written ballot cast by mail or in accordance with AKC’s Procedure on Electronic Balloting for AKC Parent Clubs.   Voting by proxy shall not be permitted.

SECTION 3.   Biennial Election of Board Members.  The election of officers and directors shall be conducted by secret ballot cast in accordance with Article IV, Section 2.  To be valid, ballots must be received by the Recording Secretary by November 1 of the year in which the election is held.  Ballots shall be counted by three (3) inspectors of election who are Voting Members, and are neither members of the current Board nor candidates on the ballot.  The nominated candidate receiving the greatest number of votes for each position shall be declared elected.  If any nominee, at the time of the election, is unable to serve for any reason, such nominee shall not be declared elected and the vacancy so created shall be filled by the new Board in the manner provided in Article III, Section 3.  For up to three (3) months following the election, all ballots received by the Recording Secretary, as well as the names of the persons casting such ballots, shall be made available for inspection by the Board at its request, and by any Voting Member on the request and at the expense of such Voting Member.  In connection with such inspections, the names of the persons casting such ballots shall not be associated with the respective ballots that they cast.

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.  A Nominating Committee shall be chosen by the Board before April 15 of the year in which the election is held.  The Nominating Committee shall consist of three (3) Voting Members from different areas of the United States, and two (2) alternate Voting Members.  No more than one (1) Nominating Committee member or alternate member may be a member of the current Board.  The Board shall name a chairman for the Nominating Committee. The Nominating Committee may conduct its business in person, by telephone conferences and/or videoconferences, and/or by the means and subject to the limitations set forth in Article II, Section 4 for the Board to conduct its business.

  1. The Nominating Committee shall nominate from among Voting Members one (1) candidate for each office and for each position on the Board, and shall procure the acceptance of each nominee so chosen.  The only persons eligible to be nominated for such positions are those persons who are residents of the United States who have been Voting Members for at least two (2) consecutive years prior to such nomination. The Nominating Committee should consider the geographical representation of the membership on the Board to the extent that it is practical to do so.  The Nominating Committee shall submit its slate of candidates to the Recording Secretary on or before August 1; the Secretary shall then mail the list, including the full name of each candidate and the name of the state in which he or she resides, to each Voting Member on or before August 15, so that additional nominations may be made by such members if they so desire.
  2. Additional nominations of Voting Members who (i) are residents of the United States and (ii)  have been Voting Members for at least two (2) consecutive years prior to such nomination may be made by written petition signed by five (5) Voting Members (other than the member so nominated) addressed to the Recording Secretary and postmarked on or before September 15, accompanied by the written acceptance of each such additional Voting Member nominee signifying his or her willingness to be a candidate.  The Recording Secretary shall verify that any additional nomination meets the requirements of the foregoing sentence, unless the verification involves a Board position that the Recording Secretary is seeking, in which case the Recording Secretary shall notify the Board and the Board shall verify that any such additional nomination meets the requirements of the foregoing sentence.  All petitions shall be made available for inspection by the Board at its request, and by any Voting Member making such request at such Voting Member’s expense prior to November 1.  No person can be a candidate for more than one (1) position.
  3. If no valid additional nominations postmarked on or before September 15 are received by the Recording Secretary by September 30, the Nominating Committee’s slate shall be declared elected and no balloting will be required.
  4. If one or more valid additional nominations postmarked on or before September 15 are received by the Recording Secretary by September 30, the Recording Secretary shall, on or before October 15, mail to each Voting Member 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 and a return envelope addressed to the Recording Secretary marked “Ballot” and bearing the name of the Voting Member to whom it was sent.  So that the ballots remain secret, each Voting Member, after marking his or her ballot, shall seal it in the blank envelope, which in turn shall be placed in the second envelope addressed to the Recording Secretary. Ballots must be postmarked by November 15 to be considered valid.  The inspectors of election shall check the returns against the list of Voting Members prior to opening the outer envelopes and removing the blank envelopes containing the ballots, and shall certify the eligibility of the voters and the results of the voting.  The certification and results shall be published in the next edition of the Club newsletter following the election.
  5. Nominations cannot be made at the annual meeting or in any manner other than as provided above.

SECTION 5.  Independent Professional Accounting Firm or Professional Organization.  The Board may designate an independent professional accounting firm or appropriately licensed or certified professional organization to send, receive and count the ballots, and serve as inspectors of the election, as provided in Article IV, in lieu of the Recording Secretary and inspectors of the election (as applicable) doing so.

ARTICLE V

Committees

SECTION 1.   Board Authority.  The Board may appoint standing committees to advance the work of the Club in such matters that may well be served by committees.  Special committees may also be appointed by the Board to aid it on particular projects.  All committees report to the Board and are subject to the final authority of the Board. The Board may accept in whole or in part, or reject, any committee recommendation.

SECTION 2.  Termination.  Any committee appointment may be terminated by the Board on 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 AKC automatically shall be suspended from all privileges of this Club for a like period.

SECTION 2. Charges.  Any member in good standing may prefer charges against another member for alleged misconduct prejudicial to the best interests of the Club or the breed. The charges must be in writing, and set forth the alleged misconduct in detail.  The charges must be filed in duplicate with the Recording Secretary together with a nonrefundable deposit of Fifty Dollars ($50). The Recording Secretary shall promptly send a copy of the charges to each member of the Board or present them at the next meeting of the Board. The Board shall first consider whether the actions alleged in the charges, if proven, might constitute conduct prejudicial to the best interest of the Club or the breed.  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 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 Recording 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 or her own defense and bring witnesses if he or 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 reprimand the defendant, or 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 it 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 the membership at the next annual meeting of the Club at which the recommendation for expulsion is considered.  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 Recording Secretary, in turn, shall notify each of the parties of the decision and penalty, if any.

SECTION 4.  Expulsion.  Expulsion of a member from the Club may be accomplished only at the annual meeting of the Club following a hearing and on the recommendation of the Board or Committee as provided in Section 3 of this Article.  The defendant shall have the privilege of appearing on his or her own behalf, though no evidence shall be taken at this meeting.  The President shall read the charges and the findings and recommendations, and shall invite the defendant, if present, to speak on his or her own behalf. The membership shall then vote by secret ballot on the proposed expulsion.  A two-thirds (2/3) vote of Voting Members who are present and voting at the annual meeting shall be necessary for expulsion.  If expulsion is not so voted, any suspension previously imposed by the Board or Committee shall stand.

ARTICLE VII

Amendments

SECTION 1.  Amendments to the Constitution, Bylaws or the Standard for the breed may be proposed by the Board, or by a written petition addressed to the Recording Secretary signed by twenty percent (20%) of the Voting Members in good standing.  Amendments proposed by such petition shall be promptly considered by the Board, and must be submitted to Voting Members by the Recording Secretary, with recommendations of the Board, within three (3) months after the date on which the petition was received by the Recording Secretary.  If the vote to amend the Standard for the breed is favorable, the process of a Standard revision will follow, according to AKC guidelines in place at that time.

SECTION 2.  The Constitution, Bylaws or the Standard for the breed may be amended at any time provided a copy of the proposed amendment has been mailed or sent in accordance with AKC’s Procedure on Electronic Balloting for AKC Parent Clubs by the Recording Secretary to each Voting Member as of the date of the mailing, accompanied by a ballot on which a choice for or against the action to be taken shall be indicated.  The dual envelope procedures described in Article IV, Section 4(d) shall be followed in handling such ballots, to assure secrecy of the vote.  A notice accompanying such ballot shall specify a date not less than thirty (30) days after the date postmarked, 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 Voting Members 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 AKC. 

ARTICLE VIII

Dissolution

SECTION 1. The Club may be dissolved at any time by the written consent of not less than two-thirds (2/3) of the Voting Members. 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.

ARTICLE IX Order of Business

SECTION 1. At meetings of the Club, the order of business, so far as the character and nature of the meeting may permit, shall be as follows:

  • Roll Call
  • Reading of minutes of the last meeting of the Club
  • Report of the President
  • Report of the Recording Secretary
  • Report of the Corresponding Secretary
  • Report of the Treasurer
  • Reports of committees
  • Unfinished business
  • New business
  • Adjournment

SECTION 2. At meetings of the Board, the order of business, unless otherwise directed by a majority vote of those participating, shall be as follows:

  • Reading of minutes of the last meeting of the Board
  • Report of President
  • Report of Recording Secretary
  • Report of Corresponding Secretary
  • Report of committees
  • Unfinished Business
  • Election of new members
  • New business
  • Adjournment

ARTICLE X

Parliamentary Authority

SECTION 1. The rules contained in the current edition of Robert’s Rules of Order, Newly Revised, shall govern the Club in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any other special rules of order the Club may adopt.

Procedure for Electronic Balloting for Parent Clubs available at www.akc.org or on request from t

Effective February 12, 2016