Home FSCA History Officers Code of Ethics Membership ROM

C&B

Now Downloadable

CONSTITUTION AND BYLAWS OF THE FINNISH SPITZ CLUB OF AMERICA, INC.

Adopted April 20, 1975

Revised August 1, 1988; November 15, 1989; June 1, 1991;

May 1, 1995, May 10, 1998; September 2, 1998.

CONSTITUTION

Article I

Name and Objectives

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

SECTION 2. The objectives of the Club shall be:

(a) to encourage and promote the breeding of quality purebred Finnish Spitz, and to do all possible

to bring their natural qualities to perfection.

(b) to educate members, prospective members, owners and judges

Club as the only standard of excellence by which Finnish Spitz shall be judged.

(d) to do all in its power to protect and advance the interests of the breed through a code of

ethics, and sportsman-like conduct at dog shows, obedience trials, field trials and other activities.

(e) to conduct sanctioned matches, specialty shows and other approved events under the rules of the

American Kennel Club.

SECTION 3. The Club shall be a not-for-profit organization. No individual shall receive or benefit from any profits

or remainder or residue from dues or donations.

SECTION 4. The members of the Club shall adopt, and may, from time to time, revise the Bylaws as may be required

to carry out these objectives. The process for any such revisions and adoptions shall be the procedure outlined in

Article VII.

BYLAWS

ARTICLE I

MEMBERSHIP

SECTION 1. ELIGIBILITY. There shall be the following classes of members:

A. Regular (voting) Members

(1)(a) Must be individual persons 18 years or older who subscribe to the purposes of the FSCA; who are citizens of the United States; and who are in good standing with the FSCA and the American Kennel Club (AKC).

(b) Must also own or have owned a Finnish Spitz for at least one (1) year, or have membership in good standing with an AKC member or licensed all-breed or specialty club for at least one year and have present (less then one (1) year) or prior ownership of a Finnish Spitz.

(2) Are eligible to vote, hold office and sponsor applicants for membership.

B. Junior Members.

(1)(a) Must be individual persons over 10 and under 18 years old who subscribe to the purposes of the FSCA; who are citizens of the United States; and who are in good standing with the FSCA and the American Kennel Club (AKC).

(b) Must own, have owned or have an immediate family member who owns a Finnish Spitz.

(2) Are not eligible to vote, hold office or sponsor applicants for membership.

(3) Automatically convert to Regular Membership status upon reaching their 18th. birthday.

C. Foreign Members.

(1) Are individual persons who are not citizens of the United States who subscribe to the purposes of the FSCA and are in good standing with the FSCA and the American Kennel Club (AKC).

(2) Are not eligible to vote, hold office or sponsor applicants for membership.

D. Honorary Members.

(1) Are persons recommended by the Board as having made a significant contribution to the breed and who subscribe to the purposes of the FSCA and who are in good standing with the FSCA and the American Kennel Club (AKC) and are approved by a majority of the Regular Members voting at an Annual Meeting.

(2) Do not pay dues.

(3) Are not eligible to vote, hold office or sponsor applicants for membership.

(4) May also hold a Regular membership.

E. Associate Members.

(1) Are individual persons who are 18 years or older; who subscribe to the purposes of the FSCA; who are citizens of the United States; who are in good standing with the FSCA and the American Kennel Club (AKC) and who do not meet the qualifications of a Regular Member.

(2) Are not eligible to vote, hold office, or sponsor applicants for membership.

SECTION 2. Dues

A. (1) Annual membership dues, which may vary by type of membership, shall be set by the Board of Directors and are due on or before December 31st. of each year. The dues, payable to the FSCA, shall be sent to the FSCA Treasurer, or the designated agent of the Treasurer.

(2) If the Board does not change the amount of the dues by July 1st, the dues shall be assessed at the current rates.

(3) By August 15th. of each year, each member shall be notified of dues payable.

(4) New members accepted into FSCA after August 1st. shall pay one-half of the annual dues for the remainder of their initial year of membership.

(5) No member may vote whose dues are not paid for the current year, as prescribed in this section.

SECTION 3. Election to Membership. Each applicant for membership shall apply on an application form approved by the FSCA Board.

A. (1) The form shall include the applicant’s name, address, telephone number and any other information required by the Board.

(2) The form shall require an attestation of the applicant to abide by the Constitution, Bylaws and Code of Ethics of the FSCA, and the rules of the American Kennel Club (AKC).

(3) The form shall contain the endorsement of one Regular Member in good standing, not of the same household as the applicant.

B. The applicant shall submit the completed form and the appropriate dues payment to the Membership Chair.

(1) The Membership Committee shall forward the application to the Board.

(2) The Membership Committee shall forward the name, address and the qualifications of each applicant, together with the name of the sponsor and the type of membership, to the FSCA Newsletter Editor for publication or shall mail such information to all members.

C. Any objection to an applicant for membership must be filed in writing with the Membership Chair within 21 days after publication as set forth in (B)(2). The objection must set forth the reasons for such objection. The Membership Chair shall promptly send any objections to the Board.

D. All applications shall be reviewed by the Board of Directors.

(1) Applications may be considered after 30 days following publication.

(2) Applications may be considered by written ballot (including electronic transmissions) as well as at any in-person meeting of the Board.

(3) Affirmative votes of 2/3 of the Board present at an in-person meeting or 2/3 of the entire Board voting by mail, shall be required to elect an applicant to membership.

E. An applicant who has been denied membership by the Board may be presented by a Regular Member for a vote at the next Annual Meeting of the Club. The Club, by a favorable majority of the Regular Members present and voting, may elect this applicant to membership by written ballot.

F. The dues payment shall be returned if the applicant is not elected to membership.

SECTION 4. Termination of Membership. Membership may be terminated by

A. Resignation.

B. Lapsing. Membership shall be considered as lapsed if a member’s dues are unpaid after January 31st. If dues remain unpaid through February 28th, the membership is automatically terminated. However, the Board may grant an additional 30 days of grace to delinquent members (otherwise is good standing) in meritorious cases. In no case may a person vote, hold office or sponsor an applicant for membership if such person’s dues are unpaid.

C. Expulsion. A membership may be terminated by expulsion as provided in Article VI of these Constitution and Bylaws.

ARTICLE II

MEETINGS

SECTION 1. Annual Meeting

A. (1) The Annual Meeting of the FSCA shall be held during the period beginning September 1 and ending November 30 of each year at a place, date and hour designated by the Board of Directors.

(2) Written notice of the Annual Meeting shall be mailed by the Secretary (or Newsletter Editor) to each member at least 30 days before the date of the meeting.

(3) The quorum for the Annual Meeting shall be 10% of the Regular Members in good standing, but no fewer than 15 Regular Members who are in good standing.

SECTION 2. Special Club Meetings.

A. (1) Special Club meetings may be requested by the President and/or called by a majority vote of the members of the Board who are present at a meeting of the Board or who vote by mail. Meetings shall also be called by the Secretary upon receipt of a petition signed by 10% of the Regular Members of the Club who are in good standing or 10 Regular Members, whichever is less. The meeting shall be held at such place, date and hour as is designated by the Board of Directors, but must be set within 30 days of receipt of said petition.

(2) Written notice of the meeting shall be mailed by the Secretary (or the Newsletter Editor) at least 14 days and not more than 30 days before the meeting. The notice of the meeting shall state the purpose of the meeting and no other Club business may be transacted.

(3) The quorum for the meeting shall be 10% of the Regular Members in good standing, but no fewer than 15 Regular Members who are in good standing.

SECTION 3. Board Meetings.

A. (1) The first meeting of the Board shall be held as soon as possible following the Annual Meeting and election. Other meetings of the Board of Directors shall be held at such times and places as are designated by a majority vote of the entire Board. All Board meetings, except those in executive session, shall be open to Club members.

(2) Special meetings of the Board may be called by the President and may be called upon the written request of the majority of the Board. The purpose of the special meeting shall be stated in the call for the meeting.

(3) Written notice of each meeting of the Board shall be mailed by the Secretary (or Newsletter Editor) at least 14 days before the meeting. The quorum for a Board meeting shall be a majority of the voting members of the Board.

SECTION 4. The Board of Directors may conduct its business in person, by mail (including electronic transmission) through the Secretary or by telephone conference. If the meeting is conducted by telephone, minutes shall be recorded and all actions of the Board shall be ratified by mail vote by a majority of the Board within thirty (30) days.

SECTION 5. Approved minutes of Board meetings shall be published in the next FSCA newsletter.

ARTICLE III

DIRECTORS and OFFICERS

SECTION 1. Board of Directors.

A. (1) General management of the Club’s affairs shall be the responsibility of the Board of Directors, including determination of time, place and any other detail of any event which the FSCA may sponsor or support.

(2) The Board shall be composed of the following officers: President, Vice-President, Secretary and Treasurer. It shall also include three (3) Directors and one AKC Delegate.

(3) The Past President, if not elected to the Board in some capacity, shall serve as an ex-officio member of the Board. The Past President shall not vote at the Board meetings but shall be entitled to speak at all Board meetings.

(4) Board members must be Regular members in good standing.

(5) The Board shall present an annual report to the membership at the Annual Meeting.

SECTION 2. Tenure on the Board.

A (1) The term of office for President, Vice-President, Secretary and Treasurer shall be one year. They shall be elected as provided in Article IV and shall serve until their successors are elected. They shall be limited to a maximum of two (2) successive terms in the same office. Each officer, upon completing two (2) consecutive terms in office, shall not be eligible for election to that same position for two (2) consecutive years, but may be eligible for other Board positions.

(2) The term of AKC Delegate shall be three (3) years. A delegate may serve two consecutive terms of office, a total of six (6) years. The Delegate shall serve until his/her successor receives AKC credentials.

(3) Directors shall each be elected for a three (3) year term. Each director, upon ceasing to hold office, shall be ineligible for re-election as Director until after the expiration of one (1) year, but may be elected an officer without the one-year interval.

(4) Notwithstanding the above eligibility requirements, no one shall serve more than eight (8) consecutive years as an elected member of the Board. After eight (8) consecutive years, they must wait two (2) years before being eligible for a Board position.

SECTION 3. Vacancies. Any vacancies occurring on the Board or among the Officers during the year shall be filled for the unexpired term of office by a majority vote of the remaining members of the Board, except that a vacancy in the office of President shall be filled by the Vice-President, and the resulting vacancy shall be filled by the Board. Any Officer or Director who vacates a position shall, within 30 days, turn over

Club records and property in his/her possession to either his/her successor or an individual named by the President. Failure to do so may result in disciplinary action.

SECTION 4. Duties of Officers.

A. (1) The President shall preside at all meetings of the Club and of the Board. He/she shall have the duties and powers normally relating to the office of President according to the adopted Parliamentary authority in addition to those particularly specified in these Constitution and Bylaws.

(2) The Vice-President shall have the duties and exercise the powers of the President in case of the President’s absence, incapacity as determined by the Board of Directors, or death. He/she shall also perform other duties as directed by the Board.

(3) The Secretary shall keep a record of all meetings

of the Club and of the Board and of all votes taken by mail, and of all matters of which a record shall be ordered by the Club. He/she shall have charge of the correspondence, notify members of

meetings, notify officers and directors of their election to office and appointees of their appointments by the Board. The Secretary shall also keep a current roll of the members of the Club with their addresses and phone numbers and carry out other duties as are prescribed in these Bylaws.

(4) The Treasurer shall collect and receive all monies due or belonging to the Club. He/she shall make deposits in a bank approved by the Board, in the name of the Club. The Treasurer’s books shall always be open to inspection by the Board and he/she shall report to them at every meeting the condition of the Club’s finances. At the Annual Meeting he/she shall render a report of all monies received and expended during the previous fiscal year. The Treasurer shall also disburse funds necessary to discharge the liabilities of the Club. Such disbursements shall in no event exceed a maximum limit on all expenditures imposed by the Board of Directors. If liabilities are incurred in excess of this maximum limit, prior approval of the Board must be obtained before payment can be made.

(5) The Delegate for the Finnish Spitz Club of America to the American Kennel Club (AKC) shall represent the Club at meetings of the AKC and shall report to the Board.

ARTICLE IV

CLUB YEAR, ANNUAL MEETING & ELECTION

SECTION 1. Club Year. The Club’s fiscal and membership year shall begin on the first (1st) day of January and end on the thirty-first (31st.) 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.

A. The newly elected officers and director and delegate (if appropriate) shall take office at the conclusion of the election.

B. Each retiring officer, director and delegate shall turn over to his/her successor in office all properties and records relating to that office within sixty (60) days after the election.

C. The Annual Meeting shall be held in the fall (in the month of September, October or November).

SECTION 3. Elections.

A. Nominating Committee.

(1) The membership shall elect a Nominating Committee at the Annual Meeting. Nominees for this committee must agree in person at the Annual Meeting or in writing to serve on this committee prior to being elected. Persons who agree in writing need not be present at the Annual Meeting to be elected.

(2) The Committee shall consist of three members and two alternates, all regular members in good standing, none of whom shall be a member of the current Board of Directors.

(3) The Secretary shall immediately notify the Committee members of their selection.

(4) The members shall name a chair for the committee. The Nominating Committee may conduct its business by mail or telephone or electronic transmission.

(5) The nominating committee shall not select a slate without first publishing to the membership the names of the committee members to allow time for input.

(6) The Nominating Committee shall nominate from among the eligible Regular Members of the Club in good standing, one candidate for each office and for each other open position. The Committee shall obtain the acceptance in writing of each nominee chosen. The Committee shall consider geographical representation of the membership on the Board to the extent that is practical to do so.

(7) By July 1st. the Committee shall then submit its slate of candidates to the secretary. The secretary (or the newsletter editor) shall mail the list, including the full name of each candidate and the name of the state in which he or she resides, to each member of the Club by July 15th.

B. Additional Nominations.

(1) Additional nominations of eligible members may be made by written petition addressed to the secretary and be received at his or her regular address on or before August 15th.

(2) Each petition shall be signed by five Regular Members other than the nominees and be accompanied by the written acceptance of each such additional nominee signifying his or her willingness to be a candidate.

(3) No person shall be a candidate for more than one position.

(4) No nominations shall be accepted at the Annual Meeting.

(5) No person may be a candidate in a club election who has not been nominated in accordance with these bylaws.

(6) If any valid nominations are received by the Secretary, the secretary shall mail to each Regular Member in good standing a ballot on or before September 15th. This ballot shall list in alphabetical order all of the nominees for each position along with the names of the states in which they live. The Secretary shall include with the ballot instructions for completing the ballot, a blank envelope and a return envelope marked “ballot” addressed to the party designated by the board to receive the ballots and bearing the name of the member to whom it was sent.

C. Voting on Officers, Board and Delegate.

(1) The election of officers and directors and delegate shall be conducted by mail ballot. Ballots to be valid must be received by the Secretary or designated agent seven (7) days before the Annual Meeting.

(2) If the secretary or a member of the secretary’s household is a candidate for election with opposition, the ballots shall be received by an agent designated by the Board.

(3) To ensure that the ballots remain secret each voter, after marking the ballot, shall seal the ballot in the blank envelope (one ballot per envelope) which in turn shall be placed in the second envelope addressed to the secretary or designated agent. The inspectors of the election shall check the return against the list of members in good standing before accepting the inner envelope. They shall certify the eligibility of the voters as well as the results of the voting which shall be announced at the Annual Meeting.

(4) Sealed ballots shall be opened and counted at the Annual Meeting by three inspectors of election chosen by the members present at the meeting. Members of the current Board, candidates, household members of the current Board or candidates shall be ineligible as inspectors.

(5) The nominated candidate receiving the greatest number of votes for each position shall be declared elected.

(6) If no valid additional nominations for officer, board or delegate positions are received by the secretary on or before August 15th, the Nominating Committee’s slate shall be declared elected at the time of the Annual Meeting and no balloting will be required.

D. Voting on other matters.

(1) Amendments to the constitution and bylaws and changes to the breed standard shall be decided by written ballot cast by mail.

(2) The board of directors may decide to submit other specific questions for decision of the members by written ballot cast by mail. The board shall be required to present to the membership for a vote within thirty (30) days any questions submitted by a Regular Member with the endorsement of five other Regular Members, no two of whom reside in the same household.

ARTICLE V

COMMITTEES

SECTION 1. Appointment. The President may each year appoint standing committees, and special committees with committee members for a one-year term, to advance the work of the Club in such matters as dog shows, obedience trials, trophies, annual prizes, training, membership, special events and other Club related matters which may well be served by committees. Such committees shall always be subject to the final authority of the Board.

SECTION 2. Other Appointments. Following the Annual Meeting the Board of Directors shall appoint an editor of the newsletter, a columnist for the AKC Gazette, and a columnist for any other publication deemed by the Board to be appropriate. All such appointments shall be for the ensuing year.

SECTION 3. Termination. All appointments terminate upon the annual election. Any committee appointment may be terminated by a majority vote of the full membership of the Board upon written notice to the appointee; and the President may appoint successors to those persons whose services have been terminated. Any committee member who vacates a position shall, within sixty (60) days, turn over all club records and property to the successor or to a person designated by the Board. Failure to do so may result in disciplinary action.

ARTICLE VI

DISCIPLINE

SECTION 1. American Kennel Club 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 2. Charges.

A. Any member in good standing may prefer charges against a member for alleged misconduct prejudicial to the best interests of the Club. Written Charges with specifications must be filed in duplicate with the Secretary together with a deposit of twenty-five dollars ($25.00) per person charged which shall be forfeited if such charges are not sustained by the Board following a hearing.

B. The Secretary shall promptly send a copy of the charges to each member of the Board or present them at a Board meeting, and the Board shall first consider whether the actions alleged in the charges, if proven, might constitute conduct prejudicial to the best interests of the Club.

C. If the Board considers that the charges do not allege conduct which would be prejudicial to the best interests of the Club, it may refuse to entertain jurisdiction.

D. If the Board entertains jurisdiction of the charges, it shall fix a date of a hearing by the Board not less than three (3) weeks no more than six (6) weeks thereafter. The Secretary shall promptly send one copy of the charges to the accused member (s) 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.

E. The hearing committee shall consist of not fewer than three (3) members of the Board.

SECTION 3. Board Hearing. Both the complainant(s) and the defendants(s) shall have the right to counsel at their own expense. Should charges be sustained, after hearing all the evidence and testimony presented by the complainant(s) and defendant(s), the Board may, by a majority vote of those present, suspend the defendant(s) from all privileges of the Club for not more than six (6) months from the date of the hearing.

SECTION 4. Suspension. A member under suspension shall receive all Club information and notices which are sent to members in good standing. This includes dues notices and the club newsletter, as well as other pertinent communications as defined by the Board of Directors.

SECTION 5. Expulsion.

(A) If the Board deems the punishment of suspension 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 fellow members at the ensuing Annual Meeting which considers the Board’s recommendation.

(B) Immediately after the Board has reach a decision, its findings shall be put in written form and filed with the Secretary. The Secretary, in turn, shall notify each of the parties of the Board’s decision and penalty, if any.

(C) Expulsion of a member from the Club may be accomplished only at an Annual Meeting of the Club following a Board hearing and upon the Board’s recommendation as provided in Section 3 of this Article. The defendant(s) 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 recommendations, and shall invite the defendant(s), if present, to speak in his/her own behalf. The membership shall then vote by secret, written ballot on the proposed expulsion. An affirmative vote of three-fourths (3/4) of those present and voting at the meeting shall be necessary for expulsion. If expulsion is not so voted, the Board’s suspension shall stand.

ARTICLE VII

CONSTRUCTION AND AMENDMENTS

SECTION 1. Construction. These Constitution and By-Laws shall be construed by the Board, whose decision shall be final and binding upon all members of the Club.

SECTION 2. Proposals. Amendments to the Constitution and By-laws and the standard may be proposed by the Board of Directors or by written petition addressed to the Secretary signed by twenty percent(20%) of the membership in good standing. Amendments proposed by such petition shall be promptly considered by the Board of Directors and must be submitted to the members with recommendations of the Board by the Secretary for a vote within two (2) months of the date when the petition was received by the Secretary.

SECTION 3. Procedure.

(A) The Constitution and Bylaws may be amended by an affirmative vote of three-fourths (3/4) of the members present and voting at any regular or special meeting called for the purpose, provided the proposed amendments have been included in the notice of the meeting and mailed to each member at least ten (10) day prior to the date of the meeting.

(B) Mailed ballots must be returned within thirty (30) days to be valid.

SECTION 4. American Kennel Club Approval. No amendment to the Constitution and by-laws, or breed standard that is adopted by the Club shall become effective until it has been approved by the Board of Directors of the American Kennel Club.

ARTICLE VIII

DISSOLUTION

SECTION 1. Dissolution. The Club may be dissolved at any time by the written consent of not less than three-fourths (3/4) of the 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 selected by the Board of Directors for the benefit of dogs.

ARTICLE IX

ORDER OF BUSINESS

SECTION 1. Club Meetings. 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

Minutes of Last Meeting

Report of the President

Report of the Secretary

Report of the Treasurer

Reports of Committees

Unfinished Business

New Business

Election of Officers and Board (at Annual Meeting)

Election of Prospective Members

Adjournment

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