Constitution and Bylaws
Ratified October 2003
Article I : Name and Objectives
Section 1: The name of the Club shall be:
The Xoloitzcuintle Club USA (XCUSA)
Section 2: The objectives of the Club shall be:
A. To promote the understanding and appreciation of the domestic canine (dog) in general and the purebred Xoloitzcuintle in particular.
B. To produce, publish and distribute to members and the general public educational materials about the proper care, treatment, health, development, training and breeding of the Xoloitzcuintle.
C. To support and promote the study and research into the history, character, breeding, genetics and particular health problems of the Xoloitzcuintle.
D. To establish a national database of resource material about the Xoloitzcuintle.
E. To establish a database of Xoloitzcuintle pedigrees and registration, including a stud book.
F. To support studies leading to better understanding of the diseases, genetic challenges, injuries and other ailments which afflict all dogs, but in particular the Xoloitzcuintle.
G. To acknowledge and advance the critical role of a strong, national club to provide education, health research, support of Xoloitzcuintle rescue for the benefit of the general public, purebred dogs and the Xoloitzcuintle in particular.
H. To conduct activities including but not limited to sporting events, conformation and obedience matches, specialty shows and obedience trials, tracking, agility and other performance events and any other activities which allow the purebred Xoloitzcuintle to be seen exhibiting its many natural instincts, learned skills and beauty.
I. To offer club titles in conformation, obedience and other recognized performance events and to maintain the availability of those titles and activities for the life of the club.
J. To promote, protect and encourage the responsible Xoloitzcuintle owner.
K. To otherwise preserve, protect and promote the Xoloitzcuintle and to do everything possible to bring its natural qualities to perfection.
L. To urge members and others to accept the standard of the breed as approved by XCUSA as the only standard of excellence by which the Xoloitzcuintle shall be judged.
Article I. Membership
Section 1. Eligibility. There shall be six (6) types of membership.
A. Active Member--Open to all persons eighteen years of age and older who are in good standing with XCUSA, are residents and citizens of the United States, and who subscribe to the objectives and purposes of this club. Only Active Members in good standing shall be allowed to vote and hold a position as a member of the Board of Directors or as an Officer.
B. Associate Member--Open to all persons eighteen years of age and older who are in good standing with XCUSA and who reside outside of the United States, are not U.S. citizens or who choose to remain inactive as to voting. Associate Members are encouraged to take part in all other XCUSA activities, but may not vote.
C. Junior Member--Open to all persons less than eighteen years of age whom otherwise meet the requirements for Active Membership. Junior Members shall pay dues, but may not vote or hold office.
D. Lifetime Member--Offered to an Active Member after fifteen (15) years of consecutive membership. A Lifetime Member need no longer pay dues, but may continue to enjoy the privileges and responsibilities of Active Membership.
E. Honorary Member--Persons who, in the opinion of the Board of Directors are worthy of recognition may be conferred the title of Honorary Member. Honorary Members shall not pay dues and may not vote or hold office.
F. Chapter Club--A local Xoloitzcuintle Specialty Club, wishing to become a Chapter Club must have ten (10) or more members and shall have shown, through a history of activities, to be a viable organization and one likely to contribute to the objective and purposes of XCUSA. It shall expressly agree to incur no indebtedness on the part of XCUSA.
Each candidate for membership in XCUSA shall file a request for a membership application with the Corresponding Secretary who shall maintain a list of all such candidates. The candidate shall promptly be mailed a packet containing: an application for membership (the form of which has been approved by the Board), a copy of the XCUSA Constitution and Bylaws, a copy of the Code of Ethics and a list of the current Officers and Board Members, including their mailing addresses.
Section 2. Dues. Annual dues for Active and Associate Membership (domestic residence) shall be $25.00 (Twenty-five dollars). Dues for Associate Membership (foreign residence) shall be $30.00 (Thirty dollars). Junior Membership dues shall be 50% of Active Membership dues. Chapter Club Membership shall be $50.00 (Fifty dollars). Dues may be adjusted from time to time by the Board of Directors by a 2/3 (two-thirds) majority vote. Such adjustments may not occur more often than once every other year. Dues increases shall not exceed $5.00 (Five dollars) per increase for Active and Associate Membership and shall not exceed $10.00 (Ten dollars) per increase for Charter Club Membership. Dues shall not exceed $50.00 (Fifty dollars) for Active and Associate Membership and $100.00 (One hundred dollars) for Charter Club Membership.
During the month of November, the Treasurer shall mail to each member a statement of his dues for the ensuing year. Dues shall be payable to the Treasurer on or before the First day of January (January 1) of each year. Persons having their membership approved in October, November or December shall, upon payment of their dues, be considered fully paid members for the following year. No member may vote whose dues are not paid for the current year.
Persons having their membership approved in October, November or December shall be considered to have an effective membership date of January First, following. In the period between their membership approval and payment of dues, and January First, they may exercise all privileges of membership except that of voting.
Section 3. Election to 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 Bylaws, Code of Ethics and the Rules of the Xoloitzcuintle Club USA. The application shall state the name and address of the applicant and it shall carry the endorsement of two Members in good standing.
Application forms shall be submitted to the Membership Chairman who shall process them in accordance with the Bylaws. Applicants may be elected by secret ballot at any meeting of the Board of Directors or by secret vote of the Directors by mail. Affirmative votes of 2/3 (two-thirds) of the Directors present at a meeting of the Board, or 2/3 (two-thirds) of the entire Board voting by mail shall be required to elect an applicant.
An application for Active or Associate Membership which has received a negative vote by the Board may be presented by one of the applicant’s endorsers at the next annual meeting of the Club and the members may elect such applicant by secret ballot and a favorable vote of 75% (Seventy-five percent) of the Members present and voting. Applicants for membership who have been rejected by the Club may not reapply within 12 (Twelve) months after such rejection.
Section 4. Rights and Duties of Members.
A. Members have the right to propose and to petition the Board of Directors, Officers and Committee Chairmen.
B. Members may propose an action to be voted on by the Board of Directors by Petition. The Petition must be submitted in the form of a motion and be signed by a minimum of 5% (Five percent) of Active Members in good standing.
Section 5. Termination of Membership.
A. By resignation. Any Member in good sanding may resign from the Club upon written notice to the Secretary; but such resignation shall not discharge or eliminate any debt owed to the Club. Dues obligations are considered a debt to the Club and they become incurred on the first day of each fiscal year.
B. By lapsing. Any membership shall be considered as lapsed and automatically terminated if such Member’s dues remain unpaid 30 (Thirty) days after the first day of the fiscal year. However, the Board may grant an additional 30 (Thirty) days of grace to such delinquent Members in meritorious cases. In no case may a person be entitled to vote at any Club meeting whose dues are unpaid as of the date of that meeting.
C. By expulsion. A membership may be terminated by expulsion as provided for in Article VI of these Bylaws.
Article II: Meetings
Section 1. Annual Meeting.
The Annual Meeting of the Club shall be held in the month of March, at a place, date, and hour designated by the Board of Directors. Written notice of the Annual Meeting shall be mailed by the Corresponding Secretary to each Member at least 30 days prior to the date of the meeting. The quorum for the Annual Meeting shall be 10% (Ten percent) of the Members in good standing. If less than 10% (Ten percent) of the Members in good standing are present and voting, any motion made at the Annual Meeting on which a vote is taken must be submitted to the entire Active Membership for a vote thereon before the action set forth in such motion shall be deemed effective.
Section 2. Special Club Meetings.
Special Club Meetings may be called by the President or by a majority vote of the Members of the Board who are present at a meeting of the Board or who vote by mail and shall be called by the Corresponding Secretary upon receipt of a petition signed by 10% (Ten percent) of the Members of the Club who are in good standing. Such meeting shall be held at such place, date and hour as may be designated by the Board of Directors. Written notice of such meeting shall be mailed by the Corresponding Secretary at least 14 (Fourteen) days and not more than 30 (Thirty) days prior to the meeting. The notice of the meeting shall state the purpose of he meeting and no other business may be transacted. The quorum for such a meeting shall be 10% (Ten percent) of the Members in good standing. If less than 10% (Ten percent) of the Members in good standing are present and voting, any motion made at Special Meeting on which a vote is taken must be submitted to the entire Active Membership for a vote thereon before the action set forth in such motion shall be deemed effective.
Section 3. Board Meetings.
The first meeting of the Board shall be held each year immediately following the election. Other meetings of the Board of Directors shall be held at such times and places as are designated by the President or by a majority vote of the entire Board. Written notice of such other meeting shall be mailed by the Corresponding Secretary to each
member of the board at least 14 (Fourteen) days prior to the date of the meeting. The quorum for the board meeting shall be a majority of the Board voting in person or by mail.
Section 4. Board Business
The Board of Directors may also conduct business by mail, electronic process, fax or telephone conference call instigated by the President, provided it does not conflict with any other provision of these Bylaws. Motions voted on by telephone conference call, mail, electronic mail or fax must be confirmed in writing by the Recording Secretary within 7 (Seven) days. In the event the Recording Secretary is unavailable, the President shall appoint an acting secretary for such meetings.
Article III: Directors and Officers
Section 1. Board of Directors. The Board of Directors shall be comprised of the Officers and 5 (five) other persons, all of whom shall be Active Members of XCUSA in good standing for at least two consecutive years, and shall be U.S. residents and citizens. There shall be no limitation on the number of consecutive terms they may serve if elected by the membership. The aforementioned Officers and Board Members of the Club shall be elected for 2 (two) year terms at the Club’s Annual Meeting as hereinafter provided in Article IV, Section 2, Part A through G, and shall serve until their successors are elected. The general management of the Club’s affairs shall be entrusted to the Board of Directors.
Section 2. Officers. The Club’s Officers shall consist of:
C. Recording Secretary
D. Corresponding Secretary
Section 3. Duties
A. 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.
B. The vice-president shall have the duties and exercise the powers of the President in case of the President’s death, absence or incapacity. The vice-president shall chair the Charter Club Executive Committee and perform the duties connected with that chairmanship. The vice-president shall assist the President when called upon.
C. The Recording Secretary shall make and preserve the records of all meetings of the Club and of the Board and of all votes taken by mail, phone, facsimile or electronic means, and of all matter of which a record shall be ordered by the Club. He shall record minutes of all Club Meetings and the Annual Meeting and special meetings and shall assist in the preparation of such records as are necessary for conduct of the Club’s business and carry out such other duties normally ascribed to the position.
D. The Corresponding Secretary shall have charge of the general correspondence of the Club and carry out such other duties normally ascribed to the position.
E. The Treasurer shall collect all monies due and belonging to the Club. Monies shall be deposited in a bank approved by the Board, in the name of the Club. Monies owed by the Club shall be paid as directed by the Board. The books shall at all times be open to inspection by the Board and a report shall be given at every meeting as to the condition of the Club’s finances and every item of receipt or payment not before reported, and at the annual meeting an account shall be rendered of all monies received and expended during the previous year. The Treasurer shall keep a record of all items owned by he Club, donated or purchased and the approximate value of each item. The Treasurer, in conjunction with the Recording and Corresponding Secretaries and the Membership Chairman, shall maintain a roll of Members of the Club, including their addresses. The Treasurer shall be bonded in such amount as the Board of Directors shall determine.
Section 4. One (1) or more persons may be appointed by the Board of Directors to assist the officers listed above in the performance of their duties.
Section 5. Vacancies.
Any vacancies occurring on the Board or among the Officers during the year shall be filled until the next election by a majority vote of all the then 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 shall be filled by Board action.
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 (January 1) and end on the last day of December (December 31). 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. Officers and Directors so elected shall take office immediately at the conclusion of the election and serve for a two-year term. Within thirty (30) days of the election out-going Officers and Directors must deliver to the new holder of that position all properties and records relating to that office.
Section 2: The election of Officers and Directors shall follow this formula:
A. President: elected in odd number years, beginning in 2005.
B. Vice-president: elected in odd numbered years, beginning in 2005.
C. Recording Secretary: elected in even numbered years, beginning in 2004.
D. Corresponding Secretary: elected in odd numbered years, beginning in 2005.
E. Treasurer: elected in even numbered years, beginning in 2005.
F. Two (2) Directors: elected in off numbered years, beginning in 2005.
G. Three (3) Directors: elected in even numbered years, beginning in 2004.
Except that the first election after the adoption of these Bylaws shall elect the entire Board with their terms expiring based on the formula above for the following elections, and the first term may or may not consist of an entire “two years”, but rather, only until the next appropriate election.
Section 3. Voting
A. 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 the election of Officers and Directors and amendments to the Constitution, Bylaws and the Standard for the Breed, which shall be decided on by secret written ballot cast by mail. Voting by proxy shall not be permitted at any election or on any business before the Board or Membership. The Board of Directors may decide to submit other specific questions for decision of the Members by written ballot cast by mail.
B. Chapter Clubs. Each Chapter Club in good standing shall be entitled to cast one vote on issues presented at Annual or Special Meeting, or by mail. The vote of a Chapter Club shall express the opinion of that club, certified as such by the secretary of the Chapter Club who may cast the vote. In lieu of the vote being cast by its secretary, a Chapter Club may select a delegate and alternate delegate to represent the Chapter Club at meetings of the Parent Club. He may cast the vote as certified by the Chapters Club’s secretary to be that club’s opinion. Those delegates must be Active Members in good standing of XCUSA and of the Chapter Club he represents.
Section 4. Annual Election
The annual election of Officers and Directors shall be conducted by secret mail ballot and reported at the annual meeting. Ballots to be valid must be received by the Corresponding Secretary (or the professional firm as designated by the Board) at the address given on the return envelope prior to the First of March (March 1). Ballots shall be counted by three (3) inspectors of election who are Members in good standing and neither serving on the current Board nor candidates on the ballot. (Provided, however, that the Board may designate an independent professional firm to send, receive and count the ballots apart from the election meeting.)
The nominated candidate receiving the largest number of votes for each position shall be declared elected. If any nominee, at the time of the annual meeting, is unable to serve for any reason, such nominee shall not be elected and the vacancy so created shall be filled by the new Board of Directors in the manner provided by Article III, Section 4.
Section 6. Nominations and Ballots
No person may be a candidate in a Club election who has not been nominated in accordance with these Bylaws.
The Nominating Committee shall be appointed by the Board of Directors before the Fifteenth of November (November 15), each year. The committee shall consist of three (3) Members from different areas of the United States, and two (2) alternates, all Members in good standing, no more than one of whom may be a Member of the Current Board of Directors. The Board shall name a Chairman for the committee. The nominating Committee may conduct its business by mail, electronic process or conference call.
A. The Nominating Committee shall nominate from the eligible Members of the Club one candidate for each office and for each other position on the Board of Directors, following the schedule in Article I, Section 2, Parts A through G, and shall procure written acceptance of each nominee so chosen. The Nominating Committee shall consider geographical representation on the Board to the extent that it is practicable. The Committee shall on or before the Fifteenth of December (December 15), submit its slate of candidates to the Recording Secretary who shall mail the list to each Member of the Club on or before the First of January (January 1), so that additional nominations may be made by members if they so desire.
B. Additional nominations of eligible members may be made by written petition addressed to the Recording Secretary and received at his regular address on or before the Fifteenth of January (January 15), signed by five (5) members in good standing and accompanied by the written acceptance of each additional nominee signifying his willingness to be a candidate. No person shall be a candidate for more than one position and the additional nominations which are provided for herein may be made only from among those members who have not accepted the nomination of the Nominating Committee.
C. If no valid additional nominations are received by the Recording Secretary on or before the Fifteenth of January (January 15), the Nominating Committee’s slate shall be declared elected at the time of the Annual Meeting and no ballots shall be required.
D. If one or more valid additional nominations are received by the Recording Secretary on or before the Fifteenth of January (January 15), he shall on or before the First of February (February 1), mail to each member in good standing and eligible to vote a ballot listing all of the nominees for each position in alphabetical order, together with a blank envelope and a return envelope addressed to the Recording Secretary or the professional service marked “Ballot” and bearing the name of the member to whom it was sent. So that the ballots remain secret, each voter, after marking his ballot, shall seal it in the blank envelope, which in turn shall be placed in the second envelope addressed to the Recording Secretary (or the designated professional service). The Recording Secretary and the ballot committee (or the professional service) shall check the returns against the list of members in good standing prior to opening the outer envelopes and removing the blank envelopes, and shall certify the eligibility of the voters as well as the results of the voting which shall be announced at the Annual Meeting.
E. Nominations cannot be made at the Annual Meeting or in any manner other than as provided above.
Article V : Committees
Section 1. The Board may each year appoint standing committees or persons to advance the work of the Club in such matters as membership, fund-raising, dog shows, obedience trials, performance events, trophies, annual prizes, and other fields which may be well served by committees. Special committees may also be appointed by the Board to aid in furthering particular projects. All such committees or persons shall always be subject to the final authority of the Board.
SECTION 2. 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 Board my appoint successors to those persons whose service has been terminated.
SECTION 3. Chapter Club Executive Committee. Each Chapter Club may select a delegate (and an alternate delegate) and the delegate, when recognized by the XCUSA Board shall become a member of the Chapter Club Executive Committee. The Chapter Club Executive Committee shall meet at regular intervals and may be called into meeting by the President or by petition of any five (5) members of the Chapter Club Executive Committee filed with the Vice-president. This committee may initiate other policy recommendations as it may deem wise and submit such recommendations to the Board of Directors. Only Chapter Clubs shall be permitted to present XCUSA awards at their events.
Article VI : Discipline
Section 1. Automatic Suspension / Expulsion. Any Member who is suspended from the privileges of any other dog club or organization shall automatically be subject to the suspension process by XCUSA, and if suspended, the suspension from the privileges of XCUSA shall be for a like period, and may reapply for membership after that time. Any Member who is convicted of misdemeanor or felony animal cruelty, abuse or neglect in any jurisdiction, shall automatically be suspended for not less than five (5) years, and may be subject to expulsion as described in Section 4 of this article, and may reapply for membership at that time. In no case shall dues be returned after automatic suspension or expulsion.
Section 2. Charges. Any Member may prefer charges against a Member for alleged conduct prejudicial to the best interest of XCUSA or the breed. Written charges with specifications must be filed in duplicate with the Recording Secretary together with a deposit of $100.00 (One hundred dollars) which shall be forfeited in such case that the charges not be sustained by the Board or Board Committee following a hearing. The Recording 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 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 Board Committee of not less than three (3) members of the Board, and one Member of XCUSA at large, appointed by the Board, not less than three (3) weeks nor more than six (6) weeks thereafter. The Recording Secretary shall promptly send one copy of the charges to the accused Member by Certified Mail, return receipt requested, or other verifiable method of delivery, together with a notice of hearing and an assurance that the defendant may personally appear in his own defense and bring witnesses if he wishes. The Member preferring the charges shall also be notified in the same manner and of the same information as the defendant.
Section 3. Board Hearing. The Board or Board 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 the complainant, and defendant, the Board or Board Committee may, by majority vote of those present: issue written reprimands, levee fines (not to exceed $200.00 (Two-hundred dollars), and / or suspend the defendant from all privileges of the Club for not more than six (6) months. And, if it deems that the suspension 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 his fellow members at the ensuing Club meeting which considers the recommendation of the Board or Board Committee. Immediately after the Board or Board Committee has reached a decision, its findings shall be put in written form and filed with the Recording Secretary, who shall, in turn, 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 upon recommendation of the Board or Board Committee as provided in Section 3 of this Article. The defendant shall have the privilege of appearing in his 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 in his own behalf. The members shall then vote by secret written ballot on the proposed expulsion. A 2/3 (Two-Third) vote of those present and voting at the Annual Meeting shall be necessary for expulsion. If expulsion is not so voted the suspension shall stand.
Article VII : Amendments
Section 1. Amendments to the Constitution and Bylaws and the Standard for the Breed may be proposed by the board of Directors or by written petition addressed to the Recording Secretary signed by 20% (Twenty percent) 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 Recording Secretary for a vote within three (3) months of the date when the petition was received by the Recording Secretary.
Section 2. The Constitution and Bylaws and the Standard for the breed may be amended as provided for in Section 1 of this article, and provided that a copy of the proposed amendment has been mailed by the Recording Secretary to each Member accompanied by a ballot on which he may indicate choice for or against the action to be taken. The notice shall specify a date not less than Thirty (30) days after the date of mailing by which date the ballots must be returned to the Recording Secretary to be counted. The favorable vote of 2/3 (Two-thirds) of the members in good sanding whose ballots are returned within the time limit shall be required to affect any such amendments. The dual envelope procedures describes in Article IV, Section 6, Part D shall be followed in handling such ballots, to assure the secrecy of the vote.
Article VIII : Dissolution
Section 1. The Club may be dissolved at any time by the written consent of not less than 2/3 (Two-thirds) of the Active Members of good standing. In the event of the dissolution of the Club, 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 non-profit organization whose purposes agree with those of the Xoloitzcuintle Club USA, selected by the Board of Directors.
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:
Minutes of the last meeting
Report of the President
Report of the Recording Secretary
Report of the Corresponding Secretary
Report of the Treasurer
Report of Committees
Election of Officers and Directors (Annual Meeting only)
Section 2. At meetings of the Board, the order of business, unless otherwise directed by the majority vote of those present, shall be as follows:
Reading of the Minutes of the last meeting
Report of the President
Report of the Recording Secretary
Report of the Corresponding Secretary
Report of the Treasurer
Report of Committees
Election of new members
Article X : Parliamentary Authority
Section 1. All meetings and parliamentary procedures shall be conducted in accordance
with the latest edition of “Robert’s Rules of Order”, unless this is in conflict with
the requirements of this Constitution or Bylaws or of Standing Rules properly
adopted by the Club, in which case the Constitution or Bylaws or Standing
Rules shall take precedence.
Section 2. In the event that any performance is required by the
Bylaws tooccur on a weekend or a legal holiday, such performance
shall be deemed in compliance if it occurs on or before the
next date that is not a weekend or legal holiday.