CENTRAL AROOSTOOK KENNEL CLUB, INC.

RESTATED BY-LAWS

ARTICLE I
MEMBERSHIP

SECTION 1. Eligibility. There shall be three (3) types of membership open to all persons who are in good standing with the Central Aroostook Kennel Club, Inc., and who subscribe to the purposes of the Club. These three (3) types are:

(a) Individual. Anyone who has reached or attained his or her eighteenth (18th) birthday. This type of member may vote and hold office.
(b) Junior. Anyone who has not reached or attained his or her eighteenth (18th) birthday. This type of member may ­not vote or hold office. A junior member must have a sponsor who is an individual member of the club who will accompany and be responsible for the junior member at all club meetings and events. If the sponsor is not the junior member’s parent or guardian, the sponsor must have permission, in writing, from the junior member’s parent or guardian, to act as the parent or guardian’s representative at all club meetings and events.
(c) Honorary. The membership of the Club may elect to give honorary lifetime membership to individuals. This type of member pays no dues and may vote and hold office.

SECTION 2. Dues. Membership dues shall be payable on or before the first (1st) day of January of each year. No member whose dues are not paid for the current year may vote at any meeting. A notice shall be sent to delinquent members before February first (1st), stating that dues must be paid by February twenty-eighth (28th). Members whose dues are not paid by February twenty-eighth (28th) of the current year shall be dropped from the Clubs rolls and they shall be so notified. The amount of dues shall be set by the Board of Directors and ratified by two-thirds (2/3) of the membership present and voting at the regular meeting. 

SECTION 3. Election to Membership. Each applicant for membership shall attend at least one (1) meeting prior to consideration. Application for membership is to be submitted in a form approved by the Board of Directors and will include the following:

(a) Agreement to abide by the Club’s Constitution, By-Laws, and Code of Ethics.
(b) Endorsement by two Club members in good standing.
(c) Dues for the current year shall accompany the application.

This application shall be referred to the Board of Directors for their approval at the next regular Board meeting. An affirmative vote of approval of two-thirds (2/3) of the Board members present shall be required for approval. This application shall be brought before the membership at the next regular meeting. A two-thirds (2/3) vote of members in good standing present at a regular meeting is needed for election to membership.

An applicant which has received a negative vote by the Board may be presented by one of the applicant’s endorsers at the next regular meeting of the Club, and the Club may elect such applicant by a favorable vote of seventy-five (75%) of the members present. An applicant for membership, who has been rejected, may not be resubmitted for six (6) months. Dues accompanying such application shall be returned promptly.

SECTION 4. Termination of Membership. Memberships may be terminated:

(a) By resignation. Any member in good standing may resign from the Club upon written notice to the Secretary; but, no member may resign while in debt to the Club. Any debts incurred while a member of the Club remain an obligation.
(b) By lapsing. A membership will be considered lapsed and automatically terminated if such member’s dues remain unpaid after February twenty-eighth (28th).
(c) By expulsion. A membership may be terminated by expulsion as provided in Article VI, Section 4, of these By-Laws.


ARTICLE II
MEETINGS AND VOTING

SECTION 1. Club Meetings. Members of the Club shall be held within the greater Presque Isle area at such day and place as may be designated by the Board of Directors. The quorum for such meetings shall be twenty percent (20%) of the members in good standing.

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 and voting at any regular or special meeting of the Board; and shall be called by the Secretary upon receipt of a petition signed by five (5) members of the Club who are in good standing. Such meeting shall be held within the greater Presque Isle area at such place, date, and hour as may be designated by the person or persons authorized herein to call such meetings. Notice of such a meeting shall be accomplished by the Secretary or the President at least five (5) days and not more than fifteen (15) days prior to the date of the meeting. The notice shall be in writing and shall state the place, date, hour, and purpose of the meeting. The notice shall be delivered in hand, by First Class U.S. Mail, or by electronic mail. No other Club business shall be transacted at such meeting. The quorum for such meetings shall be twenty percent (20%) of the members in good standing.

SECTION 3. Board Meetings. Meetings of the Board of Directors shall be held when necessary within the greater Presque Isle area at such place, date, and hour as designated by the Board. Notice of such a meeting shall be accomplished by the Secretary at least five (5) days prior to the date of the meeting. The quorum for such meetings shall be a majority of the Board. 

SECTION 4. Special Board Meetings. Special Board meetings may be called by the President or by the Secretary upon receipt of a written request signed by at least three (3) members of the Board. Such special meetings shall be held within the greater Presque Isle area at such place, date, and hour as may be designated by the person or persons authorized herein to call such meeting. Notice of such a meeting shall be accomplished by the Secretary or the President at least five (5) days and not more than ten (10) days prior to the date of the meeting. Any such notice shall be in writing and shall state the place, date, hour, and purpose of the meeting. The notice shall be delivered in hand, by First Class U.S. Mail, or by electronic mail. No other business shall be transacted at the meeting. A quorum for such meetings shall be a majority of the Board.

SECTION 5. Voting. Each regular member in good standing whose dues are paid for the current year shall be entitled to one vote at any meeting of the Club at which he or she is present. Proxy voting will not be permitted at any Club meeting or election.

ARTICLE III
DIRECTORS AND OFFICERS

SECTION 1. Board of Directors. The Board of Directors shall be comprised of the President, Vice-President, Secretary, Treasurer, and four (4) directors, one (1) of whom shall be the immediate Past President of the Club. In the event that a President should succeed himself or herself, a fourth (4th) director shall be elected. All members of the Board of Directors shall be elected for a one (1) year term at the Club’s annual meeting, as provided in Article IV of the By-Laws. Any member of the Board of Directors who misses three (3) Club meetings during the Club year, without just cause, will be removed from office and will be replaced as outlined in Section 3 of this Article. Just cause will be determined by a majority vote of the Board. General management and programming of the Club’s affairs shall be entrusted to the Board of Directors.

SECTION 2. Officers. The Club officers shall consist of the President, Vice-President, Secretary, and Treasurer. They shall serve in their respective capacities both with regard to the Club and its meetings and the Board and its meetings.

(a) President. The President shall preside at all meetings of the Club and the Board, shall have the duties and powers normally pertinent to the office of the President, in addition to those particularly specified in these By-Laws. He or she shall be an ex-officio member of every committee.
(b) Vice-President. The Vice President shall have the duties and exercise the powers of the President in case of the President’s death, absence, or incapacity.
(c) Secretary. The Secretary shall keep a record of all meetings of the Club and of the Board and of all matters of which a record shall be ordered by the Club. He or she shall notify members of meetings, notify new members of their election to membership, notify officers and directors of their election to office, keep a roll of the members of the Club with their addresses, and carry out such other duties as are prescribed in these By-Laws.
(d) Treasurer. The Treasurer shall collect and receive and account for all monies due or belonging to the Club. He or she shall deposit the same in a bank designated by the Board, in the name of the Club. His or her books shall at all times be open to inspection of the Board and he or she shall report to them at every meeting the condition of the Club’s finances and every item or receipt of payment not before reported; and at the annual meeting he or she shall render an account of all monies received and expended during the previous fiscal year.

SECTION 3. Vacancies. Any vacancies occurring on the Board or among the offices during the year shall be filled until the next annual election by a majority vote of all the then members of the Board at its first regular meeting following the creation of such vacancy, or at a Special Board Meeting called for that purpose; 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.

SECTION 4. Club Meetings. At meetings of the Club, the order of business, so far as the character and nature of the meeting shall be set by the President.

SECTION 5. Board Meetings. At meetings of the Board, the order of business, unless otherwise directed by majority vote of those present, shall be set by the President


ARTICLE IV
THE CLUB YEAR, ANNUAL MEETING, ELECTIONS

SECTION 1. Club Year. The Club’s fiscal year shall begin on the first (1st) day of January and end on the thirty-first (31st) day of December. The Club’s official year shall begin immediately at the conclusion of the elections at the Annual Meeting and shall continue through the elections at the next Annual Meeting.

SECTION 2. Annual Meeting. The Annual Meeting shall be held in the month of December at which Officers and Directors for the ensuing year shall be elected by secret ballot from among those nominated in accordance with Section 3 of this Article. They shall take office immediately upon conclusion of the election of each retiring officer shall turn over to his or her successor in office all properties and records related to that office within thirty (30) days after the election.

SECTION 3. Nominations. No person may be a candidate in the Club election who has not been nominated and contacted concerning the nomination. During the month of September, the Board shall select a Nominating Committee consisting of three (3) members, not more than one (1) of whom may be a member of the Board. The Secretary shall notify the committee of their selection. The Board shall name a chairperson of the committee and it shall be his or her duty to call a committee meeting which shall be held on or before October first (1st).

(a) The Committee shall nominate one (1) candidate for each office, and, after securing the consent of each person so nominated, shall immediately report their nominations to the Secretary in writing.
(b) On or before November first (1st), the Secretary shall notify each member in writing of all nominations.
(c) Additional nominations may be made from the floor at the November meeting. No person may be a candidate for more than one office and the additional nominations which are provided for herein may be made only from among those members who were not nominated by the Nominating Committee or who decline such nominations as provided. However, no person who has declined the committee’s nomination may be nominated by petition of the same position.
(d) Nominations cannot be made at the Annual Meeting or in any manner other than as provided in this Article of the By-Laws. 

SECTION 4. Elections. The nominated candidates receiving the greatest number of votes for each office shall be declared elected. The four (4) nominated candidates for positions shall be declared elected.

ARTICLE V
COMMITTEES

SECTION 1. Appointment of Committees. The President may each year appoint standing committees to advance the work of the Club in such matters which may well be served by committees. Such committees shall always be subject to the final authority of the President. Special Committees may also be appointed by the President to aid in particular projects.

SECTION 2. Termination of Committees. Any committee or committee member appointed may be terminated by a majority vote of the full membership of the Board upon written notice to the appointee; and, the President may appoint successors to those persons whose services have been terminated.

ARTICLE VI
DISCIPLINE

SECTION 1. American Kennel Club Suspension. Any member who is suspended from the privileges of the American Kennel Club automatically shall be suspended from the privileges of this Club for a like period.

SECTION 2. Charges. Any member may prefer charges against another member for alleged misconduct prejudicial to the best interest of the Club. Written charges with specifications must be filed in duplicate with the Secretary together with a ten-dollar ($10) deposit which shall be forfeited if such charges are not sustained. The Secretary shall promptly notify the Board, which shall first consider whether the actions alleged in the charges, if proven, might constitute that the alleged charges do not conduct which would be prejudicial to the best interests of the Club it may refuse to take action. If the Board entertains jurisdiction of the charges, it shall fix a date for a Board hearing not less than three (3) weeks or more than six (6) weeks thereafter. The Secretary shall promptly send one copy of the charges to the accused member by registered mail, together with a notice of the hearing and assurance that the defendant may personally appear in his or her own defense and bring witnesses if he or she wishes.

SECTION 3. Board Hearing. The Board shall function as the grievance to arbitrate all charges. A majority vote of the Board shall determine a verdict and penalty. Should the charges be sustained, the Board may suspend the defendant from all privileges of the Club for not more than six (6) months from the date of the hearing. In case of the original verdict and the penalty of the suspension, the Board decision shall be considered final and no appeal can ensue. If the Board deems that suspension is insufficient, it may recommend to the membership that the penalty be expulsion. Immediately after the Board decision, its findings shall be put in written forms and filed with the Secretary. The Secretary, in turn, shall notify each of the parties of the Board’s decision and penalty, if any.

SECTION 4. Expulsion. Expulsion of a member from the Club may be accomplished only at a meeting of the Club following a board hearing, and upon the Board’s recommendation as provided for in Section 3 of this Article. Such proceedings may occur at a regular or special meeting of the Club to be held within sixty (60) days but not earlier than thirty (30) days after the date of the Board’s recommendation of expulsion. The defendant shall have the privilege of his own behalf if he or she wishes. The members shall vote by secret written ballot on the proposed expulsion. A two-thirds (2/3) vote of those present and voting at the meeting shall be necessary for expulsion. If expulsion is not so voted, the Board’s suspension shall stand.

ARTICLE VII
AMENDMENTS

SECTION 1. Amendments to the Constitution and By-Laws may be proposed by the Board of Directors or by a written petition addressed to the Secretary, signed by twenty percent (20%) of the membership in good standing. Amendments proposed by such petition shall be promptly considered by the Board of Directors and must be submitted by the Secretary to the members, with the recommendation to the Board for a vote within three (3) months of the date when the petition was received by the Secretary.

SECTION 2. The Constitution and By-Laws may be amended by a two-thirds (2/3) vote of the members present and voting at any regular or special meeting called for the purpose, providing the proposed amendments have been included in the notice of the meeting and delivered to each member at least ten (10) days prior to the date of the meeting. Delivery shall be accomplished by delivery in hand, by First Class U.S. Mail, or by electronic mail. The manner of delivery of the notice to each member shall be noted in the minutes of the meeting at which the vote on the proposed amendment occurs by the person who delivered the notice.

ARTICLE VIII
CODE OF ETHICS

SECTION 1. This Club shall operate under a Code of Ethics as adopted. Any member of the Club who does not operate under this Code of Ethics may be considered to be operating against the best interests of the Club, and may be subject to disciplinary proceedings as outlined in Article VI of these By-Laws.

ARTICLE IX
DISSOLUTION
SECTION 1. Dissolution. The Club may be dissolved at any time by the written consent of not less than two-thirds (2/3) of the members. In the event of 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 paying all debts in property and assets shall be given to one (1) or more charitable organizations for the benefit of dogs.
SECTION 2. Dispersion of Assets. It is understood that the Board of Directors functions as a Board of Trustees concerning all decisions or assignments or dispersion of property, real or implied.