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Bylaws

© WDSAA 2017

Working DUTCH SHEPHERD ASSOCIATION of AMERICA

CONSTITUTION AND BYLAWS

Article I:

Name and Profit Status


Section 1: Name
The name of the association shall be Working Dutch Shepherd Association of America. The official abbreviation of this name shall be WDSAA.


Section 2: Profit Status
WDSAA shall be conducted as a not-for-profit organization. All dues, levies and other income shall be disbursed to promote the objectives of this club, along with any associated social activities. No member may derive any income from the WDSAA. Persons who incur expenses, in the course of official duties or in service to the WDSAA, may apply to the Treasurer for reimbursement of these expenses. Reimbursement, if any, must be approved by the Board of Directors.


Article II:

Purpose and Objectives


Section 1: Purpose
The purpose of the WDSAA is to preserve, promote and protect the Dutch Shepherd in the United States of America as a versatile working breed in accordance with the FCI (Fédération Cyologique Internationale) breed standard.


Section 2: Objectives
a: Establish and maintain membership for those who prescribe to abide by the purpose and objectives of the WDSAA and promote camaraderie and good sportsmanship amongst the WDSAA’s members.


b: Encourage development of local clubs so that they may conduct working trials and other activities to promote, protect and advance the interests of the Dutch Shepherd.


c: Maintain open dialogue with all national and international clubs and federations sharing similar objectives for Dutch Shepherds and other working breeds while ensuring our autonomy.


d: Educate the public and our members about our breed’s temperament, working ability, health, training, conformation and the need to preserve the breed as a total dog, sound in mind and body.

e: Conduct events that promote the Dutch Shepherd as a working breed and encourage participation by the breed in working events sponsored by other organizations.


f: Encourage and sponsor, if financially possible, participation by the members’ dogs in
championship working events hosted by other organizations.


g: Publish an official publication, when possible, for the promotion of the objectives of WDSAA.
Article III: Membership


Section 1: Eligibility


a: Membership in WDSAA shall be limited to those who prescribe to and abide by: the purpose and objectives of WDSAA, all rules of WDSAA, and those who observe the highest standards of sportsmanship and good will at any meetings, forums, shows and working events and at any other event or gathering, real or electronic, involving Dutch Shepherds.


b: Any person whose membership application has been rejected by WDSAA, or who has been suspended or banned from WDSAA, may not participate in WDSAA events.


Section 2: Types of Membership


a: Full Membership -Open to persons 18 years of age and older, residing within the United States or any US territory at the time of joining. Full members are eligible to participate in WDSAA events and programs, vote, hold office and/or serve on WDSAA committees.


b: Family Membership – Open to two persons 18 years of age and older, living in the same household and residing within the United States or any US territory at the time of joining. Both members are eligible to participate in WDSAA events and programs, vote, hold office and/or serve on WDSAA committees.


c: Junior Membership – Open to persons 17 years of age and younger, residing within the United States or any US territory at the time of joining. Junior members are eligible to participate in WDSAA events and programs, but are not eligible to vote, hold office and/or serve on WDSAA committees.


d: Associate Membership – Open to persons 18 years of age and older, not residing within the United States or any US territory at the time of joining. Associate members are eligible to participate in WDSAA events and programs, but are not eligible to vote, hold office and/or serve on WDSAA committees. The Board may choose to allow associate members to vote in special circumstances. If the Board elects to allow voting by associate members, all associate members will be given equal voting privileges.

e: Lifetime Membership – Open to persons that have maintained full membership in WDSAA for 15 consecutive years and have met the following provisions:
• The member must have served as an Officer or Director on the Board of Directors for a minimum of two (2) years,
• Or have been a regional director for a minimum of four (4) years,
• Or have been a liaison to another organization on behalf of WDSAA for a minimum of four (4) years,
• Or provided other documented, extensive meritorious service to WDSAA for a minimum of ten (10) years.


Lifetime members pay no dues, but are eligible to participate in WDSAA events and programs, vote, hold office and/or serve on WDSAA committees.


f: Honorary Membership - From time to time, as WDSAA deems appropriate a person or persons may be offered honorary membership. This is intended to honor a person or persons for exceptional achievement or service to WDSAA and Honorary members shall be exempt from annual dues. Honorary members are eligible to participate in WDSAA events and programs, but may not vote, hold office and/or serve on WDSAA committees.


g: Club Membership – Open to all clubs having a membership of three or more WDSAA members who shall expressly agree to be governed and bound by the several articles of these bylaws and shall agree to incur no indebtedness on the part of WDSAA. Each of the one or two individual members that are 18 years of age or older, who are included in a family membership, shall count as individual members for the purpose of club membership.


Section 3: Membership Application Procedures


a: The Board of Directors shall approve membership application forms for new, renewing and club memberships. These forms will be made available on the official WDSAA website and may also be obtained by contacting the Membership Secretary.


b: A candidate for any type of membership, new or renewing, must submit an application along with the appropriate dues, either electronically or in writing, to the Membership Secretary or Treasurer.


c: New applicants may be approved by a two-thirds (2/3) vote of the Board of Directors present, either at a meeting or electronically in writing. An application may be denied by the Board of Directors. If an application for membership is denied, any dues submitted with the application will be promptly returned and the applicant must wait one year before re-applying.


d: Approved members shall be provided with an official membership card that will be sent electronically.


Section 4: Dues
a: Dues for each type of membership are set by, and reviewed periodically, by the Board of Directors.


b: All memberships run from March 1st to February 28th (or 29th when applicable). Dues for the following year are due on or before the first day of March.


c: By January 31st of each year, the membership secretary will send an electronic notification to each member regarding the renewal application and dues for the upcoming year.


d: Dues for new members applying for membership between January 1st-February 28th (or 29th if applicable) will be applied for the remainder of the current year as well as the upcoming year.


e: Any member, whose dues remain unpaid after March 1st, shall be notified in writing by the Membership Secretary that their membership has lapsed and their membership has been suspended. During such suspension, a member is not allowed to vote. If the dues remain unpaid for thirty (30) days, the member shall be automatically terminated.


f: A member who has been terminated under these rules may re-apply at any future date, but the membership will begin with a new starting date for purposes of determining length of membership.


g: Membership dues are non-refundable.


Section 5: Termination of Membership
Membership may be terminated by any of the following means. Termination shall result in loss of all rights and privileges of membership.


• Resignation – Any member may resign at any time upon receipt of resignation, in writing, to the Membership Secretary.
• Lapsing – Membership shall be considered lapsed if dues remain unpaid by April 1st.
• Expulsion – The Board of Directors shall have the right to suspend or terminate an individual’s membership, by a two-thirds (2/3) vote, for non- payment of dues, violation of the current WDSAA membership agreement, and/or conduct determined by the Board of Directors to be detrimental to the purposes, goals, and welfare of WDSAA.


Section 6: Member in Good Standing
A Member in Good Standing is one whose dues payments are current and who is not currently under disciplinary action by WDSAA, The American Kennel Club, FCI (Fédération Cyologique Internationale), or any other animal organization.


Article IV:

Meetings and Voting


Section 1: General Membership Meetings
a: The annual meeting of WDSAA will be held in conjunction with the annual national event whenever possible. The meeting may also be held by conference phone call, or online. The Board of Directors will set the date and location. The Recording Secretary will send electronic notification of the annual meeting to each member at least thirty (30) days prior to the meeting.


b: Special meetings of the Membership may be called by a motion of the Board of Directors or, in writing, by a petition of 25% of the membership submitted to the Recording Secretary. Once the petition has been received, the Recording Secretary will issue an electronic notification of the date of the meeting to the membership for no sooner than ten (10) days and no later than thirty (30) days after receipt of the petition. For a meeting petitioned by the Membership, the meeting will be held by a conference phone call or online.


c: A quorum for any General Membership Meeting shall consist of twenty (20) members, 10% of the total membership or a majority of the Board of Directors, whichever is less. Unless otherwise expressly provided for within these bylaws, all matters requiring a vote shall be decided by a simple majority of members present and voting. Individual members in good standing shall each be entitled to one vote. There will be no voting by proxy unless specifically directed and allowed by the bylaws.


Section 2: Board of Directors Meetings
a: The Board will hold a minimum of four (4) formal meetings per calendar year. The location and date of these meetings will be decided by a majority vote of the Board and may be held in person, by conference call or online. Written or electronic notification of these meetings will be sent by the Recording Secretary at least seven (7) days prior to the date of the meeting.


b: Additional business of the Board may be conducted via email, and/or online chat or discussion group. All members of the Board must have access to whatever means of communication is chosen and will be given administrative privileges on any discussion group. All officers shall check their email and the online chat/discussion group regularly for Board business material. It is the Board member’s responsibility to participate in discussion and voting. It is their responsibility to use their e-mail and keep up with the deliberations.


c: A quorum shall consist of a majority of the Board in attendance.


Section 3: Actions without meeting

Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, without prior notice, if a consent or consents, in writing or by electronic transmission, setting forth the action so taken, shall be signed, either in writing or electronically, by the officers, having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all of the officers entitled to vote thereon were present and voted. Such writing or writings or transmission or transmissions are filed with the minutes of proceedings of the Board of Directors.


Section 4: Notifications
Provided it does not conflict with any other provisions of these bylaws, the use of electronic communication by WDSAA is allowed. WDSAA may send members notification of meetings, dues notices, minutes and newsletters; and board members notification of board meetings electronically via email or posting to the Association’s website which releases WDSAA from any liability should the notification be received late or not be received by the member or board member due to circumstances beyond WDSAA’s control. Notwithstanding the foregoing, WDSAA may elect to send members or board members notifications via regular mail. If WDSAA sends an official publication by mail, only one publication shall be sent to each address.


Article V:

Board of Directors


Section 1: Definition
The Board of Directors shall consist of the President, Vice-President, Recording Secretary, Membership Secretary and Treasurer for a total of five (5) officers, all of whom shall be elected for two (2) year terms as provided in Article VIII and shall serve thru December 31st of the year their successors are elected. General management of the Association's affairs shall be entrusted to the Board of Directors, who shall always conduct business and vote with the best interests of the breed and entire membership in mind.


Section 2. Qualifications and Term of Office.
a: All officers shall be full members in good standing, citizens of the United States and residing in the United States during their term.


b: All officers shall have been members in good standing for a minimum of one (1) full year prior to nomination.


c: No member may hold more than one office.


d: No more than one member from the same household may serve simultaneously on the Board of Directors. This provision may be waived if there are no volunteers available for officer positions.


e: All officers must be actively taking part in the ownership, training and/or titling of Dutch Shepherds.


f: No officer may serve more than four (4) consecutive terms in any elected position. Upon completion of four (4) consecutive terms in any position, a minimum period of one (1) calendar year must elapse prior to that member standing for reelection or re-appointment to any position. A term shall include any positions acquired through vacancy of office if the director has served more than one-half of the term plus one day in any and all positions combined. This provision may be waived if there are no volunteers available for officer positions.


g: Officers are required to attend 75% of meetings throughout the year. If an Officer misses over 25% of the meetings in a year, the remaining members of the board may choose to replace them.


Section 3: Officers and responsibilities
The Club's officers, consisting of the President, Vice President, Recording Secretary, Membership Secretary, and Treasurer shall serve in their respective capacities both with regard to the Association at its meetings and the Board of Directors at its meetings.


a: President - The President shall preside at all meetings of WDSAA and of the Board, and shall have the duties and powers normally granted to the office of President, in addition to
those specified by these bylaws. The President represents WDSAA to other organizations and to the public and shall have the right to call meetings, and appoint committees. The President may sign letters and documents necessary to carry out the will of the association. The President serves as chairman of the Board of Directors and shall be an advisory member of all committees except the Nominating Committee.


b: Vice-President - The Vice-President shall have the duties and powers of the President in the event of the President’s absence or incapacity, and shall assume the office of President in case of the President’s removal, resignation, death or inability to serve. The Vice-President shall assist the President in any manner in which the President deems necessary.


c: Recording Secretary - The Recording Secretary shall keep a record of all meetings and all other business activities of WDSAA and Board of Directors. The minutes of all meetings shall be mailed to the Board within fifteen (15) days after the event. A record shall be kept of all votes taken, and of all other matters as ordered by the Board. The Secretary shall have charge of the correspondence of the WDSAA, notices of meetings, and notify Officers and Directors of election to office.


d: Membership Secretary – The Membership Secretary shall be responsible for providing and receiving membership applications from all prospective members, issue all members an official membership card, maintain accurate records of the general membership of WDSAA, and ensure that the annual dues are submitted to the Treasurer. Further, the Membership Secretary shall be responsible for informing the general membership and member clubs of upcoming membership renewals as described in Article III, Section 4c of these bylaws. The Membership Secretary shall also maintain records as required for WDSAA member clubs. During any meeting of the Board or the Membership, it shall be the duty of the Membership Secretary to ensure that only those persons authorized are allowed to vote.


e: Treasurer - The Treasurer shall be responsible for collecting, accounting for, and handling all funds of WDSAA. The Treasurer shall ensure that all funds are deposited in such bank or other depository as the Board of Directors shall designate, and shall see that disbursements are made as proper and necessary to meet the just and due obligations of WDSAA. The Treasurer shall be responsible for submitting annual forms as required by law to both state and federal entities. The Treasurer shall maintain adequate and detailed accounts of the WDSAA’s finances, and any additional assets or property, and shall make current reports of such accounts, including all previously unreported transactions, at all Board and Annual Meetings. The Books of WDSAA shall be open to any Board member at any Board meeting, to any member of WDSAA at any Annual Meeting, and otherwise as directed by the President.


Section 4: Vacancies
If any office should be vacated for any reason, or if the incumbent becomes incapacitated and cannot or is unwilling to perform the duties of office, the position shall be filled for the remainder of the unexpired term by a majority vote of all the then members of the Board at the first regular board meeting following the creation of such vacancy, or at a special Board meeting called for that purpose. 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 as outlined above. The membership shall be notified of any such vacancies within fourteen (14) days of the vacancy occurring, by either the member stepping down or official communication by the board itself. All vacancies shall be filled by the Board
within thirty (30) days and the membership notified electronically.


Section 5: Board Position Termination
a: Removal - Any Board member who has not met the attendance requirements stated in Section 2g of this article may be removed by the board. Any Board member who is under suspension or subject to any other disciplinary action, as set forth in Article IX, Section 5 of these bylaws, will be automatically removed from the Board for the duration of the investigation. The vacant office may be filled according to Section 4 of this article, at the discretion of the remaining Board, on a temporary basis. If a disciplinary action is cancelled or acquitted the officer may resume the office for the remainder of the unexpired term.


b: Resignation - An Officer may resign at any time by giving written notice to the board, the president or the Secretary. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the board or such Officer, and the acceptance of the resignation shall not be necessary to make it effective.


Section 6: WDSAA Property and Records
All properties and records relating to an office vacated in any manner, including but not limited to, resignation, termination, election or death must be turned over to the successor of that office by the vacating Officer, his/her heirs, extended family, or executor within thirty (30) days of that office being vacated. Failure to do so may result in legal action to be taken by WDSAA


Article VI:
Regions and Regional Directors


Section 1: Regions
The Board of Directors reserves the right to determine and establish regional divisions in North America and designate such geographic boundaries.


Section 2: Regional Directors
a: The Board of Directors may appoint a Regional Director to supervise and support WDSAA objectives and activities within a designated region. The Regional Director will be selected for special skills and/or knowledge, experience with Dutch Shepherds and with WDSAA, knowledge of the dog clubs in the region, and the needs of the region which directly affect the WDSAA. The Regional Director will be assigned specific duties by the Board, will have authority only over the specified region and will co-operate with any other Regional Director. Regional Directors will be appointed for a term of one year, with no limit to the number of consecutive terms the Director may serve.


b: In order to be eligible to hold the position of Regional Director, the person must be a full member of WDSAA and fully eligible to hold office. The person must reside within or be a full and active member of a WDSAA member club which is within the geographical boundaries of the region. The person may not be less than eighteen (18) years of age and may not be under current disciplinary action.


c: The Regional Director will support and assist in bringing members of the region together for activities; assist in the development of regional clubs and represent the members of the region. The Regional Director will report to the Board, but will not vote at any Board
meeting which the Director attends.


d: The Board may appoint an assistant regional director to assist or to represent when the Regional Director is unavailable.


Article VII:
Committees and Liaisons


Section 1: Definition
The Board of Directors shall have the authority to create and dissolve Standing and Special committees and appoint liaisons with specified areas of responsibility to assist in routine administrative duties, to make recommendations to the Board of Directors, to report to the Board of Directors, to consider, investigate or to take action on certain matters or subjects or to do all of these things. Committees and liaisons may be appointed with power to take all the steps necessary to carry out its instructions. All committees and liaisons shall report to the Board of Directors.


Section 2: Committee Oversight
Each committee shall have a Board Member to whom it reports and who is responsible for oversight of the committee and for reporting on the activities of the committee to the Board. This Board Member need not be the committee chair, but is simply a liaison to and from the Board. Any committee expenditures must be approved by the Board before those expenditures may be made.


Section 3: Standing Committees
The Chair and members of Standing Committees shall be selected by vote of the Board of Directors. The Board of Directors shall have the authority to remove a member of a Standing Committee and to fill any vacancy that may arise in the committee. The members of Standing Committees serve for a term of one (1) year, though may serve consecutive terms at the discretion of the board.


Section 4: Special Committees
A Special Committee is a committee created and appointed by the Board of Directors, as the need arises, to carry out a specified task, at the completion of which – that is, on presentation of its final report to the Board of Directors – the committee automatically ceases to exist. A special committee may not be appointed to perform a task that falls within the assigned function of an existing standing committee.


Section 5: Liaisons
A liaison to any other organization may, but need not be, an Officer of WDSAA, but must be a full member in good standing with WDSAA, and must be appointed by the Board of Directors to serve a term of two years or until a successor is approved by the delegating organization. Liaisons shall take charge of his/her office in the manner prescribed by the Board of Directors and by the delegating organization. Among the duties of the liaison shall be to attend the meetings of the delegating organization whenever possible and to report the results of these meetings to the Board of Directors.


Article VIII:
WDSAA Fiscal and Official Year, Nominations and Elections


Section 1: WDSAA Fiscal Year
WDSAA’s fiscal year shall begin on the 1st day of January and end on the 31st day of December.


Section 2: WDSAA Official Year
WDSAA’s official year shall begin on the 1st day of January and end on the 31st day of December. The elected officers and directors shall take office on the 1st of January and each retiring officer shall turn over to his/her successor in office all properties and records relating to that office by January 31st.


Section 3: Nominations
No person may be a candidate in a WDSAA election that has not been nominated in accordance with these bylaws. Nominations shall be carried out as follows:


a: The Recording Secretary will send out a notification to the membership that nominations are open by October 15th in an election year.


b: Nominations of eligible members may be made by written or electronic petition to the Recording Secretary on or before November 15th, accompanied by the acceptance of each nominee signifying his/her willingness to be a candidate. No person shall accept a nomination for more than one (1) position.


c: To be eligible for election, a nominee must be a full member in good standing for a minimum of one full year, may not be under 18 years of age, and must not be under current disciplinary action.


Section 4: Elections
a: If no valid additional nominations are received by the Recording Secretary on or before November 15th, and there is only one nominee for each open position, the Nominating Committee's slate shall be declared elected and no balloting will be required. The Recording Secretary shall compile the list of candidates, including the full name of each candidate, the name of the state in which the candidate resides, and the resume of each candidate to each member of WDSAA in the manner provided by Article IV, Section 4, and declare the slate elected.


b: If one or more position has more than one nominee, the Recording Secretary (or an independent professional firm designated by the Board) shall, on or before December 1st, deliver to each member in good standing an anonymous electronic ballot listing all of the nominees in alphabetical order with the names of the states in which they reside, and the resume of each nominee. Ballots and election information will be sent to each member in the manner provided by Article IV, Section 4.


c: For the election of officers and directors, the vote shall be conducted by anonymous electronic ballot. Ballots must be completed electronically before the election closure date of December 20th . Ballots shall be counted digitally using a 3rd party electronic ballot voting system and the results will be available to the membership within one calendar day of the election closure in the manner provided by Article IV, Section 4. The nominated candidate receiving the greatest number of votes for each position shall be declared elected. If any nominee 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 V, Section 4.


Article IX:

Discipline


Section 1: Affiliated Organization Suspension.
Any member who is suspended from any or all of the privileges of a directly affiliated performance, working or breeding organization or if an affiliated organization makes a direct complaint to WDSAA about a member’s conduct at any events or other circumstances, the Board will investigate the suspension and/or complaint with expeditious seriousness and will take action on the matter within fourteen (14) days after receipt of the suspension and/or complaint.


Section 2: Charges
a: Any member may prefer charges against a member for alleged misconduct prejudicial to the best interests of WDSAA or the breed. Written charges with specifications must be filed in duplicate with the Recording Secretary together with a deposit of $100.00, which shall be forfeited if such charges are not sustained by the Board 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 WDSAA or the breed. If the Board considers that the charges do not allege conduct which would be prejudicial to the best interests of WDSAA or the breed, it may refuse to entertain jurisdiction. If the Board entertains jurisdiction of the charges, it shall fix a date for a hearing 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 email with a read receipt engaged 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.


b: No ex-member of WDSAA who resigned from membership while charges were either in the process of being filed, or having been filed alleging misconduct and/or violations of our bylaws, or having been found guilty of a charge made against him/her and then having his/her membership lapsed at the end of the first year or having resigned before the end of the fiscal year during which charges were entertained may reapply for membership for a minimum period of three (3) years following the resignation or lapsing.


Section 3: Board Hearing
The Board shall have complete authority to decide whether counsel may attend the hearing, but both complainant and defendant shall be treated uniformly in that regard. The Board has thirty (30) days to consider all evidence presented and reach a determination on the charges and notify the both defendant and complainant. Should the charges be sustained, the Board may by a majority vote of those present either reprimand, reprimand and fine, fine, fine and suspend, or suspend the defendant from all privileges of WDSAA. Any suspension shall not exceed six (6) months from the date of the hearing. If the Board deems that punishment insufficient, it may also recommend that the penalty be expulsion. In the case that a defendant chooses to appeal a recommended expulsion, suspension will continue until the next annual meeting in accordance with Section 4b of this Article. In such a case, the suspension shall not restrict the defendant's right to appear before his/her fellow members at the ensuing WDSAA meeting, which considers the recommendation of the Board.


If any member involved in the charges is either an elected Board member, a member of a Board member’s household or a fellow local club member of a Board member, that Board member may not participate in nor vote upon any action involving that charge. If such charges are brought and upheld against a Board member, such Board member shall immediately be removed from office and the vacant position shall be filled as provided for in Article V, Section 4.
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. The Recording Secretary, in turn, shall notify each of the parties of the decision and penalty, if any.


Section 4. Expulsion
a: Expulsion from WDSAA may be made following a hearing and at the recommendation of the Board as outlined in Article IX, Section 3, during an executive meeting between Board members. The defendant shall have the privilege of appearing on his/her own behalf, though no evidence shall be taken at this meeting. The President shall read the charges and the findings and recommendations, and shall invite the defendant, if present, to speak on his/her own behalf if he/she so wishes. The Board shall then vote on the proposed expulsion. A 2/3 vote of those present and voting at the meeting shall be necessary for expulsion. If expulsion is not so voted, the suspension shall stand.


b: An Appeal of Expulsion of a member from the Association may be accomplished only at the annual meeting of WDSAA following a written petition by twenty-five percent (25%) of the membership, sent to the Recording Secretary no later than thirty (30) days following the Expulsion. The Board will then temporarily reverse the expulsion decision to a suspension of privileges for the defendant until the annual meeting occurs. ⅔ vote of the membership in attendance is needed to overturn the expulsion permanently for this complaint.


c: Members are only granted one opportunity at an Appeal of Expulsion for a first offense. Any subsequent offenses or complaints that result in expulsions will not be granted the option of an appeal.


Section 5. Discipline of Officers
Any Officer whose conduct, action or inaction in office is deemed injurious to the best interests of WDSAA may, by a vote of a two-thirds (2/3) majority of the Board at a Board meeting held for that purpose, be suspended from the rights and privileges of that office. A petition signed and sent to the Board by no less than two-thirds (2/3) of the membership in good standing may compel the Board to suspend the rights and privileges of the office of any Officer whose conduct, action or inaction in office is deemed injurious to the best interests of WDSAA. At the time suspension is sought, the entire membership must be informed by the Recording Secretary, or by some other officer if the action is against the Recording Secretary, of the action being taken and the charges on which it is based. No Officer may be suspended unless the charges preferred against him/her have been sent to him/her by official means at least ten (10) days prior to the meeting where the charges are to be heard and he/she is given an opportunity to appear in his/her own defense and bring witnesses, if he/she deems it necessary. Failure to appear to answer charges, except for good cause as determined by the Board, shall constitute an automatic removal from office, and all records pertinent to the office must be returned to the Recording Secretary, or to the President if the Recording Secretary is involved, within ten (10) days. Such suspension or removal by the Board may be overturned by the general membership if twenty-five percent (25%) of the voting members in good standing request an official vote. A simple majority (greater than fifty percent) of the members in good standing voting to overturn the Board suspension or removal will reinstate the Officer. Any officer who is expelled will automatically cease to be an officer and will not be privy to any further Board activity.


Article X:

Amendments


Amendments to the Constitution and By-Laws must be proposed by a majority vote of the Board of Directors, or by written petition addressed to the President and signed by 20% of the members in good standing. Amendments proposed by such petition must be considered by the Board of Directors no later than three months after receipt of the petition by the President. The Constitution and Bylaws may be amended, altered or repealed by a two-thirds (2/3) vote of the Board of Directors.


Article XI:

Dissolution


WDSAA may be dissolved at any time by the written consent of not less than three-fourths (3/4) of the members in good standing. In the event of the dissolution of WDSAA, other than for purposes of reorganization, whether voluntary or involuntary or by operation of law, none of the property of WDSAA nor any proceeds thereof nor any assets of WDSAA shall be distributed to any members of WDSAA, but after payment of the debts of WDSAA, its property and assets shall be given to a charitable organization for the benefit of working dogs. The organization will be selected by the Board of Directors.


Article XII:

Parliamentary Authority


The rules contained in the current edition of Robert's Rules of Order, Newly Revised, shall govern WDSAA in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any other special rules of order WDSAA may adopt. In case of conflict between the provisions of the constitution and bylaws and the parliamentary provisions of Robert’s, the provisions of these constitution and bylaws shall prevail.


Article XIII:

Order of Business


Section 1: Business at General Membership Meetings
At general meetings of WDSAA, the order of business, so far as the character and nature of the meeting may permit, shall be as follows:
Roll Call

Reading of minutes of last meeting

Report of President

Report of Membership Secretary

Report of Treasurer

Reports of Committees

Old Business

New Business

Adjournment

 

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

Roll Call

Reading of minutes of last meeting

Report of Membership Secretary

Report of Treasurer

Reports of Committees

Election of New Members

Old Business

New Business

Adjournment


Amended and approved by the stipulated 2/3 vote of the Board of Directors on August 8th, 2023.

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