Constitution Of The German Shorthaired Pointer Club Of America, Inc.

ARTICLE I – NAME AND OBJECTS

By-laws Of The German Shorthaired Pointer Club Of America, Inc.

ARTICLE I – MEMBERSHIP

SECTION 1 – Eligibility
There shall be seven (7) types of memberships open to persons who are in good standing with the American Kennel Club, Inc. and who subscribe to the purposes of this Club.

(a) Individual Membership: open to all persons eighteen (18) years of age and older who will enjoy all the privileges of the Club, including the right to vote and hold office.

(b) Household Membership: open to any two individuals, eighteen (18) years of age or older who reside in the same household. Each person will enjoy all privileges of the Club, including the right to vote and hold office. 

(c) Junior Membership: open to any individual who has not attained the age of eighteen (18). Junior Members cannot vote or hold office.

(d) Honorary Membership: The Board of Directors may, by a majority vote, create an Honorary Membership for certain individuals who, although not involved in the breed, have made substantial contributions to the GSPCA and/or betterment of the German Shorthaired Pointer. Honorary members pay no dues and are not eligible to vote but can maintain individual (or household) membership if they pay dues.

(e) Honorary Life Membership: The Board of Directors may, by a majority vote, create an Honorary Life Membership for certain individuals from among the membership of the GSPCA who have made substantial contributions to the GSPCA and/or the betterment of the German Shorthaired Pointer. Honorary Life Members shall not pay dues but shall enjoy all privileges of the club including the right to vote and hold office. 

(f) Local Club Membership: open to local German Shorthaired Pointer Specialty Clubs that are eligible to hold licensed/sanctioned American Kennel Club events. Each Club will have the right to vote.

(g) Merit Membership: shall be automatic to Individual and Household who have held membership in the GSPCA for at least twenty (20) consecutive years. Merit memberships are offered a reduced rate of dues as set by the GSPCA Board of Directors. Each person will enjoy all privileges of the Club, including the right to vote and hold office.

SECTION 2 – Dues
(a) Membership dues shall be set by the Board of Directors. All dues’ changes shall be determined by a majority vote of the Board of Directors at least thirty (30) days prior to November 1st. Members outside the United States shall pay an additional amount in dues to supplement the excess cost of postage. Dues are payable on or before the first day of January each year. A membership will be considered as lapsed and automatically terminated if such member’s dues remain unpaid sixty (60) days after January 1 of each year.

(b) Local Club membership dues must be paid for the year in which an event is to be held prior to approval to hold the event is granted.

(c) No member may vote whose dues are not paid for the current year.

(d) During the month of November, the Membership Chairman shall notify each member of the dues for the ensuing year and publish a renewal notice for the ensuing year in the official Club Publication or as directed by the Board of Directors. 

SECTION 3 – Election to Membership

(a) Each applicant for membership shall apply on a form as approved by the Board of Directors, which form shall provide that the applicant agrees to abide by the GSPCA Code of Ethics, the Constitution and By-Laws of the GSPCA, The Rules and Regulations of The American Kennel Club and AKC’s Code of Sportsmanship. Accompanying the application, the prospective member shall submit dues payment for the current year.

(b) The application for membership shall state the name and address of the applicant(s). 

(c) The application for Local Club membership shall be signed by the President or Secretary of the Local Club and shall be accompanied by lists giving the full names and addresses of the Local Club’s Officers and Members and the Local Club’s By-laws.

(d) Applicants may be elected by secret ballot at any meeting of the Board of Directors or by email. Favorable votes of two-thirds (2/3’s) of the Directors present at a meeting of the Board, provided there is a quorum, or two-thirds (2/3’s) of the entire Board when voting by email shall be required to elect (an) applicant(s). The Board may decline to elect any applicant(s) to membership.

(e) Applicants requesting a change from Individual to Household Membership, or from a non-voting membership to a voting membership must be approved by the Board of Directors as outlined above.

(f) In the event the applicant(s) receive an unfavorable vote by the Board, membership dues and any other membership dependent fees shall be promptly returned with an explanation that the applicant did not receive the constitutionally mandated affirmative vote of the Board of Directors.

(g) Applicant(s) for memberships which have received an unfavorable vote by the Board may be presented for reconsideration by a Local Club officer or Local Club member appointed for that purpose by such Local Club at the next Annual meeting of the Club. The Club may elect such applicant(s) by favorable vote of ninety percent (90%) of the members present, provided there is a quorum, subject to the receipt of membership dues. Applicants for membership who have been rejected by the Club at the Annual Meeting may not reapply within twelve (12) months after such rejection.

SECTION 4. – Termination of Membership

Membership may be terminated by:

1. Resignation:  Any member in good standing may resign from the Club upon written notice to the Corresponding Secretary, but no member may resign when in debt to the Club.  Obligations other than dues are considered a debt to the GSPCA and must be paid in full prior to resignation.
2. Lapse:  A membership will be considered lapsed and automatically terminated if member’s dues remain unpaid 60 days after the first day of the fiscal year; however, the Board may grant an additional 30 days of grace to such delinquent members under extraordinary circumstances.
3. Expulsion.  A membership may be terminated by expulsion as provided in Article VII of these By-laws.
4. Good Standing. Individual or local club membership can be terminated or suspended if they are not in good standing with the AKC. The AKC defines a member in good standing as an individual who is not suspended by The American Kennel Club or their Club and whose dues for the year are already paid.

ARTICLE II – MEETINGS

ARTICLE III – BOARD MEETINGS

SECTION 1- Board Meetings
The first meeting of the Board of Directors shall be held following the Election. Other meetings of the Board of Directors shall be held at such times and places or via telephone conference call or via video conference as are designated by the President or by a majority vote of the entire Board. Notice of each such other meeting shall be sent by the Corresponding Secretary in any manner prescribed by the laws of the state in which the club is incorporated to each member of the Board at least ten (10) days prior to the date of the meeting. The quorum for a meeting of the Board of Directors shall be a majority of the Board. There must be written minutes approved by the Board of Directors.

SECTION 2 – Board Business
The Board of Directors may conduct its business (including disciplinary hearings) by telephone conference call, video conference, email or any other method permitted by the laws of the state in which the club is incorporated There must be written minutes approved by the Board of Directors.

ARTICLE IV – DIRECTORS AND OFFICERS

ARTICLE V – THE CLUB YEAR, VOTING, NOMINATIONS, ELECTIONS

ARTICLE VI – COMMITTEES

SECTION 1- Appointments
The Board may each year appoint standing committees to advance the work of the Club in such matters as events held under the Rules and Regulations of the American Kennel Club, 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 – Terminations
Any committee appointment may be terminated by a majority vote of the full membership of the Board upon written notice to the appointee; or automatically in the event the appointee shall cease to be a member in good standing. In either event, the Board may appoint successors to those persons whose services have been terminated.

SECTION 3 Standing Committees
Standing committees shall serve at the discretion of the Board of Directors and for such term as the Board shall specify.

SECTION 4 – National Events and Committees
The guidance of all National events shall be governed by the Executive Committee for the event subject to approval of the Board of Directors of the GSPCA. The Executive Committee for each National event shall be composed of the Recording Secretary and the Treasurer of the GSPCA and one (1) member from each geographical section as defined in the Constitution and By-Laws of the GSPCA. With the exception of the Recording Secretary and Treasurer, whose positions are automatic, the other members of the Executive Committee shall be elected by majority vote from among the Delegates assigned by Member clubs. The Delegates meeting for each National event shall be held at the place of and in conjunction with the running of the event as determined by the Executive Committee for that event. Each Local Club member of the GSPCA shall be entitled to be represented by one (1) member in good standing with both the Local Club member and the GSPCA at the Delegates meeting provided the Delegate’s credentials are received by the Recording Secretary by the prescribed deadline. Following the Annual Delegates meeting and election of the Executive Committee, the Committee shall hold an organizational meeting and elect a Chair and a co-Chair from among its membership. The Chair shall preside at all committee meetings and shall have the usual functions and duties of presiding officer. Vacancies created by 

ARTICLE VII – DISCIPLINE

SECTION 1 – American Kennel Club Suspension.
Any member who is suspended from any of 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 $50.00, which shall be forfeited if such charges are not sustained by the Board or a committee following a hearing. The Corresponding Secretary shall promptly send a copy of the charges to each member of the Board or present them at a Board meeting. 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 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 or a committee of not less than three (3) members of the Board, not less than three (3) weeks nor more than six (6) weeks thereafter. The Corresponding Secretary shall promptly send one (1) copy of the charges to the accused member by certified mail together with a notice of the hearing and 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 committee shall have complete authority to decide whether legal 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 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 (6) months from the date of the hearing or until the next Annual meeting if that will occur after six (6) months. And, if it 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 their fellow members at the ensuing Club meeting which considers the recommendation of the Board or committee. Immediately after the Board or committee has reached a decision, its findings shall be put in written form and filed with the Recording Secretary. The Corresponding Secretary, in turn, shall notify each of the parties of the decision and penalty, if any.

SECTION 4 – Expulsion
Except as provided herein, expulsion of a member from the Club may be accomplished only at the Annual meeting of the Club following a hearing upon the recommendation of the Board or 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 findings and recommendations, and shall invite the defendant, if present, to speak in his own behalf. The meeting shall then vote by secret written ballot on the proposed expulsion. A two-thirds (2/3’s) vote of those present at the Annual meeting, provided a quorum is present, shall be necessary for expulsion. If no quorum is present, then the issue of expulsion shall be presented to the membership by ballot pursuant to the procedures contained in Article V, Section 5 of these By-laws and a two-thirds (2/3) vote of those members casting ballots shall be necessary for expulsion. If expulsion is not so voted, any pending suspension pursuant to Article VII, Section 3 shall still stand.

ARTICLE VIII – AMENDMENTS

SECTION 1 – Petitioning
Amendments or changes to the Constitution and By-Laws, the Breed Conformation Standard, GSPCA Code of Ethics and changes in the Field Championship or Amateur Field Championship requirements may be proposed by the Board of Directors or by written petition addressed to the Recording Secretary signed by ten percent (10%) of the members in good standing. Amendments or changes to the by-laws 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 Corresponding Secretary for a vote within three (3) months of the date when the petition was received by the Recording Secretary. Proposed amendments or changes to the Breed Conformation Standard, the Field Championship or Amateur Field Championship requirements must be submitted to the members with recommendations of the Board by the Corresponding Secretary for a vote following the procedures established by the AKC Board of Directors.

SECTION 2 – Voting
The Constitution and By-Laws may be amended at any time (or the standard for the breed in accordance with AKC policies) provided a copy of the proposed amendment has been sent by the Corresponding Secretary to each member in good standing on the date of mailing, accompanied by a ballot on which a choice for or against the action to be taken shall be indicated by secret ballot. The notice shall specify a date not less than thirty (30) days after the mailing by which date the ballots must be received by the Recording Secretary, the professional agency designated by the Board or by electronic balloting by an independent firm in accordance with State Law and AKC policy as provided in Article V, Section 5 of these By-Laws, to be counted. The favorable vote of two-thirds (2/3’s) of the members in good standing, whose valid ballots are returned within the time limit, shall be required to effect any Constitution and Bylaw or Breed Standard amendment or change. A favorable vote of a majority of the members in good standing, whose valid ballots are returned within the time limit, shall be required to effect any change in the Field Championship or Amateur Field Championship requirements or the GSPCA Code of Ethics.

SECTION 3 – Approval
No amendment to the Constitution or to the By-Laws, or to the Breed Conformation Standard, or any change to the Field Championship or Amateur Field Championship requirements, that is adopted by the Club shall become effective until it has been approved by the Board of Directors of the American Kennel Club.

ARTICLE 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’s) of the members in 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 charitable organization for the benefit of dogs selected by the Board of Directors.

ARTICLE X – ORDER OF BUSINESS

SECTION 1 – Club Meetings
At meetings of the Club, the order of business so far as the character and nature of the meeting may permit, shall be as follows:
Roll Call
Minutes of Last Meeting
Report of President
Report of Recording Secretary
Report of the Corresponding Secretary
Report of Treasurer
Election of Officers and Board Announced (at Annual Meeting)
Unfinished Business
New Business
Adjournment

SECTION 2 – Board Meetings
At meetings of the Board, 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 President
Report of Recording Secretary
Report of the Corresponding Secretary
Report of Treasurer
Report of Committees
Unfinished Business
New Business
Election of New Members
Adjournment

ARTICLE XI – INDEMNIFICATION OF DIRECTORS AND OFFICERS

SECTION 1 – Indemnification
Each Director or Officer, or former Director or Officer, of the Club and his legal representatives, shall be indemnified by the Club against liabilities, expenses, counsel fees and costs reasonably incurred by him or his estate in connection with, or arising out of, any action, suit, proceeding or claim in which he is made party by reason of his being, or having been, such Director or Officer, provided, that in no case shall the Club indemnify such Director or Officer with respect to any matters as to which he shall be finally adjudged in any such action, suit or proceeding to have been liable for negligence or misconduct in the performance of his duties as such Director or Officer. The indemnification herein provided for, however, shall apply also in respect of any amount paid in compromise of any such action, suit, proceeding or claim asserted against such Director or Officer (including expenses, counsel fees and costs reasonably incurred in connection therewith), provided the Board of Directors of the Club shall have first approved such proposed compromise settlement and determined that the Director or Officer involved was not guilty of negligence or misconduct; but in taking such action, any Director involved shall not be qualified to vote thereon. In determining whether or not a Director or Officer was guilty of negligence or misconduct in relation to any such matters, the Board of Directors may rely conclusively upon an opinion of independent legal counsel.

ARTICLE XII – PARLIAMENTARY AUTHORITY

Section I – Rules of Order
The rules contained in the current edition of Robert’s Rules of order, Newly Revised, shall govern the club 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 the club may adopt.