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SECTION 1. The name of the club shall be Spanish Water Dog Club of America, Inc.
SECTION 2. The objects of the club shall be:
- To encourage and promote quality in the breeding of pure-bred Spanish Water Dogs and to do all possible to bring their natural qualities to perfection;
- To encourage the organization of independent local specialty clubs in those localities where there are sufficient fanciers of the breed to meet the requirements of The American Kennel Club.
- To urge members and breeders to accept the standard of the breed as approved by The Federación Cinológica Internacional as the only standard of excellence by which Spanish Water Dogs shall be judged;
- To do all in its power to protect and advance the interest of the breed and to encourage sportsmanlike competition at dog shows and approved trials;
SECTION 3. The club shall not be conducted or operated for profit and no part of any profit or remainder or residue from dues or donation to the club shall inure to the benefit of any member or individual.
SECTION 4. The members of the club and/or the Board of Directors shall adopt and may from time to time revise such bylaws as may be required to carry out these objectives.
SECTION 5. Incorporation. This Club is incorporated as a membership corporation under the laws of the State of New Jersey. The date of Incorporation is August 16, 2005.
 SECTION 1. Eligibility. There shall be three (3) types of membership:
- General Membership. Open to all persons 18 years of age or older and a citizen or permanent resident of the United States of America.
- Associate Membership. Open to any person eighteen years of age or older and not necessarily a resident of the United States of America. An associate member does not have voting privileges and may not hold office or serve on any committee;
- Junior Membership. Open, as an individual membership, to any person ten to seventeen years of age. A junior member does not have voting privileges and may not hold office or serve on any committee other than junior committees.
SECTION 2. Dues. There are two (2) classifications of General Membership and Associate Membership:
- Individual;
- Household- two members residing in the same household has a total of 2 votes.
Membership dues shall be set by a majority vote of the entire Board of Directors. They may not be raised by more than ten dollars ($10.00) in any calendar year, nor may they exceed one hundred dollars ($100.00). A decision to change dues must be made at the biennial meeting.
If new members are accepted within the first six months of the fiscal year full dues are payable. If accepted to membership in the second six months of the fiscal year, half dues are payable.
During the first seven days of October, the Treasurer shall send each member a statement of dues for the ensuing calendar year, payable on or before December 31st. Dues are to be paid in United States currency only.
SECTION 3. Election to Membership. Each applicant for membership will apply on a form as approved by the Board of Directors. The applicant agrees to abide by this constitution and bylaws. The application shall state the name and address of the applicant. The applicant must contact a member in good standing either by telephone or in person prior to submitting his/her application. Accompanying the application, the prospective member shall submit dues payment for the current year. Applicants may be elected by secret ballot at any meeting of the Board of Directors or by secret vote of the directors by mail or by secret polling via electronic media. Affirmation votes of 2/3 of the directors present at a meeting of the Board, or of 2/3 of the entire Board voting by electronic media is acceptable to elect an applicant.
An application which has received 2/3 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 favorable vote of 75% of the members present.
Applicants for membership who have been rejected by the club may not reapply within 12 months after such rejection.
SECTION 4. Termination of Membership. Membership may be terminated by:
- Resignation. Any member in good standing may resign from the club upon written notice to the Secretary; but no member may resign when in debt to the club. Dues obligations are considered a debt to the club and they become incurred on the first day of each fiscal year;
- Lapsing. A membership will be considered as lapsed and automatically terminated if such member's dues remain unpaid by December 31st of the current year. 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 whose dues are unpaid as of the date of that meeting;
- Expulsion. A membership may be terminated by expulsion as provided in Article VI of these bylaws.
SECTION 1. National Specialty. The National Specialty will be held annually.
SECTION 2. Annual Meeting. The annual meeting of the club shall be held in conjunction with the club's specialty show if possible. Place, date and hour shall be 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% of the members in good standing.
SECTION 3. 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. Such meetings shall be called by the Secretary upon receipt of a petition signed by 10% of the members of the club who are in good standing. These meetings shall be held at such place, date and hour designated by the Board of Directors. Written notice of such meeting shall be mailed by the Secretary at least 14 days and not more than 30 days prior to the meeting. The notice of the meeting shall state the purpose of the meeting and no other club business may be transacted. The quorum for such a meeting shall be 10% of the members in good standing.
SECTION 4. Board Meetings. The first meeting of the Board shall be held immediately following the election. Other meetings of the Board of Directors shall be held at such times and places as designated by the President or by a majority vote of the entire Board. Written notice of other meetings shall be mailed by the Secretary to each member of the Board at least 14 days prior to the date of the meeting. The quorum for the Board meeting shall be a majority of the Board.
SECTION 5. Board Business. The Board of Directors may also conduct business by telephone conference call, mail, computer e-mail and fax provided it does not conflict with any other provision of these bylaws. Items voted upon by telephone conference call mail, computer e-mail and fax must be confirmed in writing within seven days.
ARTICLE III
Directors and Officers SECTION 1. Board of Directors. The Board shall be comprised of the President, Vice-President, and Secretary/ Treasurer,. They shall be elected for two-year terms at the Club's Annual Meeting as provided in Article IV and shall serve until their successors are elected. General management of the Club's affairs shall be entrusted to the Board of Directors.
SECTION 2. Officers. The Club's officers, consisting of the President, Vice-President, Secretary/ Treasurer, shall serve in their respective capacities both with regard to the Club and its meetings and the Board and its meetings.
No monies shall be paid to any officer, Board member, or Club member for services performed on behalf or the Club; however, monies may be paid for out-of-pocket expenses incurred in the normal operation of the Club's business with approval of the Board.
Duties of the Officers are as follows:
- 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.
- 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, in addition, shall have the usual duties and responsibilities of the Club Parliamentarian.
- The Secretary shall have charge of the correspondence, notify members of meetings, notify new members of their election to membership, notify all Board members and appropriate committee chairs affected by any changes in Club rules or procedures and carry out such duties as are prescribed in these Bylaws. The Secretary shall hold all ballots received from the membership, in any vote conducted by mail, for a period of two years.
- The Secretary shall carry out such duties as are prescribed in these Bylaws and shall keep a record of all meetings of the Club and of the Board and of all votes taken by mail or telephone and of any other matters of which a record shall be ordered by the Club. The Secretary shall also sign any legal documents as required on a contract or by law.
- The Treasurer shall collect and receive all monies due or belonging to the Club, which shall be deposited in an account approved by the Board, in the name of the Club. The books shall, at all times, be open to the inspection of the Board; and the Treasurer shall report to the Board, at every meeting, the condition of the Club's General Account and every item of receipt or payment in the General Account not before reported.
- At the Annual Meeting the Treasurer shall render an account of all monies received and expended in the General Account during the current fiscal year. No later than February 1 of each calendar year, subject to the availability of financial records from all SWDAA Accounts, the Treasurer shall submit to the Board a detailed financial report for the previous fiscal year.
- Upon receipt of the Treasurer's financial report, it shall be the responsibility of the Board of Directors to determine the Tax Filing Status of the Club. If the Board concludes that the Club should file a tax return, it shall communicate this decision to the Treasurer no later than March
1. It shall be the responsibility of the Treasurer to file the appropriate tax return with the IRS.
- The Treasurer shall be bonded in such amount as the Board of Directors shall determine. It will also be the responsibility of the Treasurer to maintain an up-to-date membership list for the Club. The Treasurer will furnish an up-to-date membership list to the Corresponding Secretary quarterly.
SECTION 3. Vacancies. Any vacancies occurring on the Board or among the officers during the year shall be filled until the next annual 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 of Vice President shall be filled by the Board.
ARTICLE IV
The Club Year, Voting, Nominations, Elections SECTION 1. Club Year. The club's fiscal year shall begin on the 1st day of January and end on the last day of December.
The Club's official year shall begin immediately at the conclusion of the Annual Meeting and shall continue through the next Annual Meeting. The elected Officers and Directors shall take office immediately upon the conclusion of the Annual Meeting in election years, and each retiring Officer and Director shall turn over to their successors in office all properties and records relating to that office within thirty days after the election, except the Treasurer, who is to immediately turn over: (a) an up-to-date copy of all financial records, (b) all restricted funds, and (c) at least fifty percent of the unencumbered funds in the general account.
SECTION 2. Voting. At the annual meeting or at a special meeting of the club, voting shall be limited to those members in good standing who are present at the meeting, except for the biennial election of officers and directors and amendments to the Constitution, Bylaws, and the Standard for the Breed, which shall be decided by written ballot cast by mail. Voting by proxy shall not be permitted. The Board of Directors may decide to submit other specific questions for decision of the members by written ballot cast by mail.
SECTION 3. Biennial Election. At the Annual Meeting, in even numbered years, there shall be election of Officers, Directors, and the Delegate to the American Kennel Club, who may, but need not, be an officer or director of the Club. The vote shall be conducted by mail, except as provided under Article IV, Section 4, when no valid nominations have been made by petition.
Ballots, to be valid, must be received by the Recording Secretary or a Board-approved agent not later than seven days before the Annual Meeting.
Ballots shall be counted at the Annual Meeting by three Inspectors of Election to be chosen by the members present at the meeting.
The person receiving the largest number of votes for each Officer position shall be declared elected. The two persons receiving the largest number of votes for the two Directors positions shall be declared elected. In the event of a tie vote, a runoff election by written, secret ballot shall be conducted at the Annual Meeting. The process shall continue until all ties are broken.
If any nominee at the time of the 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 for in Article III, Section 3.
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 of Directors before May 15th. The committee shall consist of three members from different areas of the U.S.A., and two 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 e-mail.
- The Nominating Committee shall nominate from among the eligible members of the club, one candidate for each office, for each position on the Board of Directors and for the delegate to The American Kennel Club, and shall procure the acceptance of each nominee so chosen. The committee should consider geographical representation of the membership on the Board to the extent that it is practical to do so. The committee shall then submit its slate of candidates to the Recording Secretary. The Corresponding Secretary shall mail the list, including the full name of each candidate and the name of the state in which he resides, to each member of the club on or before June15th, so that additional nomination may be made by the member if they so desire.
- Additional nomination of eligible members may be made by written petition addressed to the Recording Secretary and postmarked on or before July15th, signed by five members and accompanied by the written acceptance of each such additional nominee signifying his willingness to be a candidate. Except for the position of delegate, no person shall be a candidate for more than one position.
- If no valid additional nominations are postmarked on or before July 15th, the Nominating Committee's slate shall be declared elected and no balloting will be required.
- If one or more valid additional nominations are postmarked on or before July15th, the Corresponding Secretary (or an independent professional firm designated by the Board) shall, on or before August 15, mail to each member in good standing 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 (or designated professional firm) marked "Ballot" and bearing the name of the member to whom it was sent. So that the ballots may remain secret, each voter, after marking their ballot, shall seal it in the blank envelope, which in turn shall be placed in the second envelope addressed to the Secretary (or designated professional firm). The inspectors of election (or designated professional firm) shall check the returns against the list of members whose dues are paid for the current year 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 voting, which shall be announced at the annual meeting.
- Nominations cannot be made at the annual meeting or in any manner other than as provided above.
SECTION 1. The Board may each year appoint standing committees to advance the work of the Club in such matters as dog shows, obedience trials, trophies, annual prizes, membership, and other fields which may well be served by committees. Such committees shall always be subject to the final authority of the Board. Special committees may also be appointed by the Board to aid it on particular projects.
SECTION 2. Any committee appointment may be terminated by a majority vote of the entire Board upon written notice to the appointee. The Board may appoint successors to those persons whose service has been terminated.
SECTION 3. Delegate to the American Kennel Club. The membership shall elect a delegate to the American Kennel Club as specified in Article IV, Section 3 -- Biennial Elections. The delegate shall be an ex-officio member of the Board. The delegate shall be a club member but need not be an Officer or Director of the Club. The delegate shall continue to serve until the American Kennel Club has approved the credentials of a successor.
SECTION 4. Breed Publication. The Club shall regularly issue a breed publication. The Board shall appoint an Editor for the publication. The Editor's term shall coincide with Biennial Elections of the Board, and the Board will reappoint or name a successor by majority vote of the entire Board.
SECTION 5. Membership Directory. An Annual Membership Directory shall be published each year in the on-line breed forum, following the conclusion of dues renewal.
SECTION 6. Audit Committee. In even-numbered Club years, the Board of Directors shall appoint an Audit Committee, no later than May 16, to audit the financial records of the Club through June 1 of the current year. Prior to the Annual Meeting of that year, all financial records of the Club shall be furnished by the Treasurer to be reviewed by the Audit Committee. The Committee shall submit a written report to the Board at the Board Meeting preceding the Annual Meeting.
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. Any member may prefer charges against a member for alleged misconduct prejudicial to the best interest of the club or the breed. Written charges with specifications must be filed in duplicate with the Recording Secretary together with a deposit of $20.00, which shall be forfeited if such charges are not sustained by the Board or a 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 prejudicial to the best interests 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 members of the Board, not less than three weeks nor more than six weeks thereafter. The Recording Secretary shall promptly send one copy of the charges to the accused member by certified mail together with a notice of the hearing an assurance that the defendant may personally appear in his own defense and bring witnesses if he wishes.
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 complainant and defendant, the Board or Board committee may by a majority vote of those present reprimand or suspend the defendant from all privileges of the club for not more than six months from the date of the hearing, or until the next annual meeting if that will occur after six months. If the Board or Board Committee 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 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 finding shall be put in written form and filed with the Recording Secretary. The Secretary, in turn shall notify each of the parties of the decision and penalty, if any.
Methods of reprimand will include:
- Written Reprimand. Directed exclusively to the member, a written reprimand may include details of the charges and findings.
- >Official Reprimand. A published reprimand indicating that subsequent to a Board hearing, "member (X) was officially reprimanded as a result of charges filed by member (Y)."
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 the 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 meeting shall then vote by secret ballot on the proposed expulsion. A 2/3 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.
SECTION 1. Amendments to the Constitution, Bylaws and Operational Rules, and to the Standard for the Breed may be proposed by the Board of Directors or by written petition addressed to the Recording Secretary, signed by twenty percent of the members in good standing. Amendments proposed by such petitions shall be promptly considered by the Board of Directors and must be submitted to the membership by the Corresponding Secretary with recommendations of the Board. A vote must be taken within three months of the date when the Recording Secretary received the petition.
SECTION 2. Amendment Process. The Constitution, Bylaws and Operational Rules, and the Standard for the Breed may be amended at any time provided a copy of the proposed amendment has been mailed by the Recording Secretary to each member, accompanied by a ballot on which the member may indicate a 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 two-thirds of the members in good standing whose ballots are returned within the time limit shall be required to pass any such amendment.
SECTION 3. Operational Rules. Operational Rules may be changed by a favorable vote of two-thirds of the Club members in good standing.
SECTION 1. The club may be dissolved at any time by the written consent of not less than 2/3 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 for the benefit of dogs selected by the Board of Directors.
ARTICLE IX
Order of Business SECTION 1. Annual Meeting. At the Annual Meeting 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
Ballot Counters
Minutes of the Last Meeting
Report of the President
Report of the Corresponding Secretary
Report of the Recording Secretary
Report of the Treasurer
Reports of the Financial Accounts
Reports of the Committees
Report of Election of Officers and Board at Alternate Annual Meetings
Election of New Members
Unfinished Business
New Business
Adjournment
SECTION 2. Board Meetings. 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 Corresponding Secretary
Report of the Recording Secretary
Report of the Treasurer
Report of the Financial Accounts
Reports of the Committees
Unfinished Business
Election of New Members
New Business
Adjournment
SECTION 3. Robert's Rules of Order. Current edition, shall govern the proceedings of this Club in all cases to which they are applicable and in which they are not inconsistent with this Constitution, Bylaws, and Operational Rules
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