Revised January 27, 2019
North American Pudelpointer Society

 

CONSTITUTION

ARTICLE I. NAME, PURPOSE AND OBJECTIVES

Section 1. Name

The name of this organization is North American Pudelpointer Society (NAPS), incorporated in the State of Oregon.

Section 2. Purpose

The mission of the NAPS is to bring together North American Pudelpointer owners to improve and protect the Pudelpointer as a superior versatile gundog while also fostering the stable temperament of a quality companion through the proactive use of performance testing, evaluation to breed standard and breeding requirement minimums.

Section 3. Objectives

  1. Actively participate and assist in pudelpointers rescue activities, such as the distribution of information on pudelpointers requiring rehoming or other placement assistance.
  2. Designing and maintaining a breed standard appropriate for North American Pudelpointers.
  3. Designing and maintaining written minimum breeding requirements.
  4. Potential creation of pudelpointer specific testing opportunities to possibly include tasks such as tracking/trailing, brace work or other tasks as developed and designed by club.
  5. Sponsoring other activities of interest to the membership.

Section 4. Funding

The Club shall be operated as a not for profit entity. 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 5. Revisions

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.

BYLAWS

ARCTICLE I. MEMBERSHIP AND DUES

Section 1. Eligibility

There shall be two (2  types of membership.

  1. Individual Membership shall consist of one adult. Voting privileges are restricted to one vote per adult membership.
  2. Junior Membership shall consist of any person under the age of 18 are eligible to be Junior Members. They do not have voting privileges.

Section 2. Application for Membership

Each applicant for individual or junior membership shall apply on a form as approved by the Board of Directors (hereinafter referred to as the “Board”) and which shall provide that the applicant agrees to abide by the Code of Ethics, Constitution and Bylaws of the North American Pudelpointer Society. Accompanying the application the prospective member shall submit dues payment for the current year.

Section 3. Dues

  1. Dues will be determined by the Board of Directors and are payable January 1 annually to cover the calendar year. By making the required dues payment each year, each such paying Member consents to being a Member.
  2. Members who do not pay dues by March 31 of the current year will be dropped from the membership rolls and all benefits of the club will be dropped for the member.
  3. The club may award a lifetime honorary membership without dues to any person who makes an outstanding contribution to the purpose of the club.

Section 4. Expulsion

The Board of Directors may expel from the chapter any member for cause such as rule violation, violation of breeding requirements, suspension or expulsion from NAVHDA, unsportsmanlike conduct or other actions that might bring discredit to the club. Prior to final action by the Board, the person in question shall be given the opportunity to present his/her cause to the Board. A decision to expel will require the expulsion vote of all four elected board members. If the decision is to expel, no refund of dues will be made.

ARTICLE II. DIRECTORS, OFFICERS AND COMMITTEES

Section 1. The Board of Directors shall consist of   members who shall manage the affairs of the corporation. Four shall be elected from the general adult membership for two year terms and two shall be appointed by the elected members of the Board for one-year terms. All shall serve without pay.

Section 2. Elected members of the Board of Directors shall also fill the following officer positions of the corporation:

  1. President who presides over the annual meeting and board meetings, and directs the business of the club.
  2. Vice President who assumes the office of President in the event of a vacancy occurring therein and performs such other duties as may be assigned by the President.
  3. Secretary who conducts chapter correspondence, maintains membership and mailing lists, prepares and circulates quarterly newsletters to members, notifies members of time and location of the annual meetings, records minutes of the annual meetings, and presents the minutes at the following annual meeting.
  4. Treasurer who receives all incoming funds for the chapter, pays all bills due by the chapter, maintains the chapter checking account, maintains all financial records, and prepares and presents at the annual meeting a financial statement of the past years income and expenses.
  5. The offices of Secretary and Treasurer may be held by the same person with the provision that such person shall only count as a single vote on matters before the board.

Section 3. Appointed members

  1. Director of publications, who is responsible for the organization and operation and distribution of all club publications under the guidance of the Board Officers (president, vice president, secretary, treasurer).
  2. Director of marketing who is responsible for the organization, development and operation of all marketing programs under the guidance of the Board Officers (president, vice president, secretary, treasurer).

Section 4.  When the elected members of the Board of Directors determine that there is a need for review or revision, of the clubs bylaws, constitution, breeding requirements, breed standard, or other club business as required, a committee may be appointed by the Board.

Section 5. Members of the Board of Directors shall be elected at the annual meeting by simple majority vote of members present and eligible to vote.

Section 6. Director removal

Any director may be removed, with or without cause, at a meeting called for that purpose, by a vote of the majority of the Members entitled to vote at an election of directors.

Section 7. Vacancies on the Board of Directors and newly created Board positions will be filled by a majority vote of the directors then on the Board of Directors.

Section 8. Quorum and Action

A quorum at a Board meeting shall be the majority of all directors in office immediately before the meeting begins. If a quorum is present, action is taken by a majority vote of directors present. Where the law requires a majority vote of directors in office to establish committees that exercise Board functions, to amend the Articles of Incorporation, to sell assets not in the regular course of business, to merge, to dissolve, or for other matters, such action is taken by that majority as required by law.

ARTICLE IV. MEETINGS, ELECTIONS AND VOTING

Section 1. Annual Meeting

An annual meeting shall be held in January/February of each year and shall consist of:

  1. Presentation of the financial report for the past year by the Treasurer and presentation of the minutes of the previous annual meeting by the Secretary.
  2. Election of Board of Directors (in years where appropriate).
  3. Voting on any bylaw amendments will be conducted. Proposals for such amendments must be made to the Board of Directors by December 1 and will be circulated to members with the notice of the annual meeting.
  4. Discussion and conduct of other chapter business. Presentation of motions is limited to eligible voters.
  5. Those votes represented at a meeting of Members shall constitute a quorum. A majority vote of the Members represented and voting is the act of the Members, unless these Bylaws or the law provide differently.
  6. Attendance of the annual meeting by members may be physical or electronic.  The Board will ensure that all issues to be voted on by the membership will be scheduled in advance of the annual meetings and noted on the agenda.  An electronic platform for members to vote must be available.

Section 2. Eligibility to Vote

Eligible voters shall consist of adult members in good standing, with dues current, as of the time of the vote.

The quorum for the Annual Meeting or any special meeting of the members of the Club constitutes 10% of the members in good standing.  If less than 10% of the members in good standing are present at any meeting, proposals may be discussed and voted upon, but any proposal approved by vote at any such meeting shall not be considered adopted unless it is submitted by the Board to the entire membership and approved by the members entitled to vote either at another meeting at which a quorum is present or by written ballot by mail or approved electronic platform and approved by a majority of the members whose mail ballots are returned to the Secretary by a specified date, which date shall not be less than 30 days after the date of the meeting.

To be in good standing, a member must not be suspended or expelled by the Club or by NAVHDA,  and must have paid his or her Club dues for the current year and all other monies, if any, due and owing the club.  A member who has been notified of his or her indebtedness to the club for obligations other than dues and who has not paid or responded for a period of more than 90 days after the giving of such notice shall be considered not in good standing and all privileges of the club will be withheld.  To restore membership in good standing, all such debts, including any expenses incurred by the club to collect such debts, must be paid in full.

Section 3. Special meeting of the Members shall be held at the call of the Board of Directors, or by a call of the holders of at least twenty (20%) of the voting power of the Corporation by a demand signed, dated and delivered to the Corporation’s Secretary. Such demand by the Members shall describe the purpose of the meeting.

Section 4. Notice of Meeting

Notice of meeting of the Members shall be given to each Member at the last address of record by first-class mail, or by means other than first class mail, such as email or other electronic notification, at least thirty (30) but not more than sixty (60) days before the meeting. The notice shall include the date, time, place and purpose of the meeting and a complete agenda.

Section 5. There shall be no voting by proxy.

Section 6. Any action required by law to be taken at a meeting of the Members, or any action which may be taken at a Members’ meeting, may be taken without a meeting if a majority of the membership consent in writing setting forth the action to be taken or so taken.

Section 7. Regular meeting of the Board of Directors shall be held at the time and place to be determined by the Board of Directors. No other notice of date, time, place or purpose of these meeting is required.

ARTICLE V. BREEDING REQUIREMENTS AND PERFORMANCE TESTING

Section 1.  Breed Standard

The club will publish a breed standard that will include a list of disqualifications

Section 2. Breeding Requirements

The club will publish breeding requirements that will include, at a minimum, the following:

  1. Required performance testing and prize/point achievement;
  2. A breed standard with a list of faults and disqualifications;
  3. Required x-ray certification(s);
  4. Other items as determined by the club.

Section 2.  Performance Testing

Additional field tests and their criteria may be developed and sanctioned by the club in support of the club’s mission.

ARTICLE VI. INDEMNIFICATION

Section 1. The Corporation will indemnify its officers and directors to the fullest extent allowed by Oregon law.

ARTICLE VII. AMENDING THE BYLAWS

Section 1.  Amending or repealing the Bylaws of the Corporation, breed standard and/or breeding requirements shall require a majority vote of the members present at the Annual Meeting or at a meeting of the membership called for the purpose of amending the Bylaws.

ARTICLE VIII. DISSOLUTION OF THE CLUB AND DISPOSAL OF ASSETS

Section 1.  As a result of majority vote by the membership all assets belonging to the Club will be provided to another active breed club as determined by a majority of the Board of Directors before the declaration of dissolution of the Club. No asset will go to any previous member of the Club.