Miniature American Shepherd Club of the USA, Inc. (pdf)
Adopted by the MASCUSA Board of Directors, May 9, 2012 - Modified February 20, 2013
Section 1.1 - Identification - The name of this organization is the MINIATURE AMERCIAN SHEPHERD CLUB OF THE U. S. A., INC. (the Club), previously known as the miniature Australian Shepherd Club of the U. S. A., Inc. or the North American Shepherd Club of the U. S. A., Inc. or the North American Miniature Australian Shepherd Club of the U.S.A., Inc.
Section 1.2 - Address - The business/registrar/mailing address of the Club at the time of adoption of these bylaws is: Miniature American Shepherd Club of the U. S. A., Inc. Registrars Office PO Box 141097 Broken Arrow, OK 74014-1097 The business address of the Club may be changed at any time by a vote of the Board of Directors (Board), without amendment to the bylaws.
Section 1.3 - Non-Profit Status - The Club shall not be conducted or operated for profit. No part of any profit or remainder or residue from dues or donations to the Club shall benefit or be distributed to any member. 1.3.1 - The Club may not engage in any form of discrimination which adversely affects tax-exempt status under Internal Revenue Code.
Section 1.4 - Club Logo - The name, logo and the like may not be used by the Club or its members, unless authorized by the Board.
Section 1.5 - Objectives - The objectives of the Club are to:
1.5.1 - Aid and encourage the breeding and raising of purebred Miniature American Shepherds as a small mirror-image of the full-size Australian Shepherd dog, more specifically defined in the Breed Standard as approved by the Club, as the only standard of excellence by which Miniature American Shepherds shall be judged.
1.5.2 - To preserve and enhance the integrity of the Miniature American Shepherd by promoting responsible breeding and ownership. To preserve the working attributes the intelligence, sound temperament, type, structure and good health of the breed.
1.5.3 - To prevent exploitation and abuse of the breed, and to promote a spirit of encouragement and learning for the membership in all Miniature American Shepherd activities, including but not limited to herding, conformation, obedience, agility, tracking, flyball, and as companion dogs and therapy dogs.
1.5.4 - Educate its members, judges, dog fanciers, the general public and all other interested parties in order to accomplish the objective stated in Section 1.5.1.
1.5.5 - To encourage the organization of MASCUSA Affiliate Clubs in those localities where there are sufficient fanciers of the Breed to meet the Affiliate requirements.
1.5.6 - Promote and encourage participation at specialty shows, sanctioned matches, obedience trials, working trials, tracking tests/trials and any other such events that promote the Miniature American Shepherd.
1.5.7 - Promote and uphold the "Code of Ethics" as set forth by the Club.
1.5.8 - Operate a Registry for the purpose of keeping the Stud books of the Miniature American Shepherd open. (See Registry Rules for registration requirements.)
1.5.9 - Do any and all things necessary or appropriate to accomplish the objectives and purposes as stated herein and as set forth in the Certificate of Incorporation.
Order of Business and Procedures
Robert's Rules of Order Revised shall govern the conduct at any meeting unless another order of procedure is established by the Board of Directors.
Section 3.1 - Eligibility.
3.1.1 - Membership shall be open to all persons who are in good standing with the Club and who subscribe to the purposes and objectives as defined in the Mission Statement, Code of Ethics, Bylaws, Registry Rules and Regulations and all rules of the Club. Membership shall not be restricted on basis of race, color, creed or sex, nor ownership of a Miniature American Shepherd.
3.1.2 - Election to the membership. Each applicant for membership shall apply on a form as approved by the board of Directors and which shall provide that the applicant(s) agrees to abide by the Mission Statement, Code of Ethics, Bylaws, Registry Rules and all rules of MASCUSA. The application shall state the name and address of the applicant(s) and requires the signature(s) of the applicants. Accompanying the application, the prospective member shall submit dues payment for the current year. The applicant's name shall be published in the club's newsletter (Tuesday Talk), beginning on the first Tuesday of the month following the application processing date, and continuing each Tuesday of that month, in order to give the membership an opportunity to protest acceptance of the applicant. If no protest is received during this publication period, the Board will vote to accept or deny the application at the first Board meeting of the month following the publication period. The applicant will receive all club benefits immediately upon application, with the exception of voting privileges. The applicant will be eligible for full voting privileges once the board has voted to accept the applicant into the membership. If the applicant is protested in writing, the Board will review and vote on the applicant(s). A protested Applicant may be elected by a secret ballot at any meeting of the Board of Directors or by secret vote of the Board of Directors by email or poll vote. Affirmative votes of a majority vote of the Board of Directors shall be required to elect a protested applicant. An application which has received a negative vote by the board may be presented by a Club member at the next annual meeting of the Club and the Club may elect, by secret ballot, such applicant by favorable vote of 75% of the members present and voting, provided a quorum as specified in Section 4.2.1., of these Bylaws is present. The Board of Directors reserves the right to refuse membership to any Applicant(s) whose conduct has or is likely to endanger the welfare and character of the Club, the objectives and purposes of the Club or theMiniature American Shepherd.
3.1.3 - Any person who renews membership is deemed to have consented to all current terms of the Mission Statement, Code of Ethics, Bylaws, Registry Rules and Regulations and all rules of the Club.
Section 3.2 -Types of membership
3.2.1 - Individual Membership - which shall be open to any individual meeting eligibility requirements and shall have one vote.
3.2.2 - Family Membership - which shall be open to any person and the resident members of their immediate family household who meet eligibility requirements. Voting memberships shall be vested in members of the family who are 18 years of age or older and the family shall have two votes.
3.2.3 - Junior Membership shall be open to any individuals who are less than 18 years of age with the sponsorship of an adult member. A Jr. Membership shall not have voting rights. There is no membership fee for Jr. Members.
3.2.4 - Membership in the Club is not transferable.
Section 3.3 - Dues - The amount of annual dues shall be set by the Board and dues shall be payable on the annual anniversary of the membership application. Dues shall be determined by the financial needs of the Club and may be changed upon reasonable notifications of members, provided, however, the Board shall attempt not to impose unreasonable hardship on the membership. The Renewal Application will be sent out a minimum of 30 days prior to membership expiration. Dues shall not be refundable upon termination of membership.
Section 3.4 - Termination of Membership
3.4.1 - By Resignation - Any member may, by written request, resign from membership in the Club. Dues will not be refunded.
3.4.2 - By Lapsing - Membership shall be deemed as lapsed and expired, if such member's dues remain unpaid sixty (60) days after the due date. A lapsed member shall not be considered a member in good standing. If dues are paid within the above time period, good standing will be reinstated and shall be considered to be continuous with any period of good standing prior to lapsing. Any member whose membership has expired (after 60 days) must reapply as a new member.
3.4.3 - By Suspension or Expulsion - any member may be suspended or terminated by expulsion as provided in the Dispute Documents of the club.
3.4.4 - Any member who is suspended from the privileges of any dog breed club may be suspended from the privileges of MASCUSA for a like period, provided however, that if such suspension was due only to active involvement with theMiniature American Shepherd, no penalty shall be incurred within the Club. Any member who is convicted of charges of animal neglect, abuse, cruelty or other charge related to endangerment of animals shall be permanently expelled from the Club.
3.4.5 - Expulsion Reinstatement - Upon re-application of a former member, filed with the Secretary, the Board, by affirmative vote of two-thirds (2/3) of the Board, can reinstate such former member to membership in the Club on such terms as the Board deems appropriate.
Section 3.5 - Good Standing - A member in Good Standing is considered to be in good standing if they are in compliance with all the rules and regulations of the Club and conduct themselves so as to advance the interests of the Club and the Miniature American Shepherd. As example, a member is not in good standing if they have not paid dues when assessed or if they are presently under discipline imposed by the Club.
Section 4.1 - The Club's fiscal year is from January 1 to December 31.
Section 4.2 - Membership meetings
4.2.1 - The Annual Meeting of the Club shall be held in conjunction with MASCUSA's National Specialty Show at a place, date, and hour designated by the Board of Directors. Written notice of the annual Meeting shall be printed in the club News Letter or mailed by the 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.
4.2.2 - The Board shall meet to conduct business of the Club. The first meetings of the Board shall be held within thirty (30) days following the new Board taking office. All subsequently scheduled meetings shall be determined by the Board, but shall not be less than quarterly. Additional meetings may be scheduled as deemed necessary by the President, or by a majority vote of the entire board with at least seven (7) days notice to the members of the Board. Any member of the Board may participate in a meeting of the Board by means of telephone conference or similar electronic equipment, at which all participants can hear each other at the same time. Such participation shall constitute presence in person at the meeting. All meeting procedures are governed by the most current published edition of Robert's Rules of Order Simplified and Applied unless another order of procedure is established by the Board of Directors. . The meeting minutes shall be posted in the files section of the MASCUSA Membership List or a member may send a written request to secretary to receive a written copy.
- A quorum shall consist of the majority of the Board members. The presence of a quorum is necessary for all voting. Unless otherwise specified in these Bylaws, any matter may be passed by the Board with a majority vote.
- When considering matters of discipline, only members of the Board and the person whose conduct is in question may be present.
- Special meetings of the Board may be called by the President or by a majority vote of the members of the Board. Special board meetings will be called only in case of an emergency, and no other business but the emergency may be discussed at a special meeting.
4.2.3 - A special membership meeting shall be called by the Secretary upon receipt of a petition signed by ten (10) percent of the members of the Club who are in good standing, provided to the Board at least thirty (30) days before the desired special meeting. Such special meeting shall be held at a place, date, and hour designated by the President or the Board. Written notice of such special meeting shall be mailed, emailed or posted to the members list by the Secretary at least fifteen (15) days prior to the date of the meeting. The notice of such meeting shall state the purpose of the meeting, and no other Club business may be discussed. In the case of a special membership meeting, the quorum for such special meeting shall be ten (10) percent of the members in good standing.
Section 4.3 - Voting by Balloting: Voting by balloting of the entire membership may only be permitted in special cases as determined by the Board or these Bylaws. In cases of voting by balloting of the membership, a majority of the ballots returned shall be required to carry a decision.
4.3.1 - Proposals to the Board: Proposals may be made via email, fax or letter, sent to every member of the Board. The Board shall have three (3) days in which to respond to the proposal in a like manner. After a period of three (3) days, voting shall be accepted by Board Members and recorded by the Secretary. The Secretary shall then notify the Board of the result of the vote. The Secretary shall record voting in this manner in the minutes of the following Board meeting. Any member not responding shall be counted as "absent" in the vote. Any Board member may request an extension of the three (3) day time limit if he/she feels further investigation of information is necessary in order to come to an informed opinion. In such cases the Board member requesting the extension shall designate a date on which voting shall take place. For example: conformation shows, pet expos etc anything that needs board/club approval before the next scheduled board meeting.
4.3.2 - Balloting of the membership shall be by electronic Internet vote established with a commercial Internet voting service selected by the Board of Directors. For members who do not have computer access or elect not to use the electronic Internet voting alternative, the Club shall, upon request, provide that member with a mail-in paper ballot.
4.3.3 - Members must notify the Board of Directors if they require a mail-in paper ballot. They may notify the Board at any time via email to the current Board Secretary email address. They may request paper ballots on their annual membership forms.
The affairs of the Club shall be managed by the Board of Directors (Board).
Section 5.1 - The Board shall consist of the President, Vice-president, Secretary and Treasurer, hereafter call Officers, plus three (3) Board Members, a total of seven (7) persons elected for a term of two (2) years. Additionally, the past president shall hold an advisory position on the Board. Members of the Board shall be expected to attend a majority of meetings of the Board to affect the duties of their office.
Section 5.2 - The new Board shall assume office immediately following the meeting at which they were elected. In the case of disputed elections, the former Board will serve until the dispute is resolved. The new Board shall assume office immediately after a disputed election is resolved.
Section 5.3 - The Board shall be vested with general management and supervision of all Club business and affairs, and it shall be empowered to appoint such committees as may be deemed necessary to advance the work of the Club. All committees and each of their members shall be subject to the authority of the Board, and may be terminated or replaced by the Board at any time.
Section 5.4 - Actions and decisions of the Board may be subject to review of the total club membership at any time, by written petition of fifty one percent (51%) of the members or by request of the President.
5.4.1 - Any three members, not of the same household, or the President, may petition the Secretary in writing to hold a balloting of the membership to rescind any Board decision alleged not to be in the best interest of the Club. The Secretary shall notify the membership either by mail, email or the members list for a decision on the issue, and a general membership meeting shall be called not less than thirty (30) days following the mailing of the ballots to decide upon the issue.
The officers of the Club shall consist of the President, Vice-president, Secretary and Treasurer. All officers must be a member in good standing of the Club. Persons who are currently suspended or expelled may not run for office or hold office in the Club until they are reinstated. Refer to Article IX for a complete list of requirements to hold an officers position.
Section 6.1 - The President shall preside over all meetings, chair the Board and exercise supervision over all affairs and activities of the Club. He/she shall be a member ex-officio of all committees, and shall have all powers and duties normally appropriate to this office. Refer to "Robert's Rules of Order" for the President's voting privilege.
Section 6.2 - The Vice-president shall assume the duties of the President during his/her absence. In the event of resignation of the President, the Vice-president shall assume the office of President for the remainder of his/her term of office, and a replacement for the Vice-president shall be appointed by the Board for a like term of office. The Vice-President shall be responsible for monitoring the Bylaws and ensuring the Board is in compliance at all times. The Vice-President shall perform such other duties as from time to time may be assigned by the President or by the Board of Directors.
Section 6.3 - The Secretary shall conduct the general correspondence of the Club and shall also keep complete and accurate minutes of all meetings of the Club and Board. He/she shall keep all records, the Bylaws, special rules of order and standing rules on hand at every meeting. He/she shall issue notices of meetings and notify Officers and Board members of their election to office.
Section 6.4 - The treasurer shall collect and disperse all Club funds as directed by the Board. The Treasurer shall keep complete and accurate accounts of all Club funds. A report shall be given at every meeting of the condition of the Club's finances and every item of receipt or payment not before reported; and at the Annual Meeting. The Treasurer shall keep and retain all receipts, vouchers or evidence of disbursement as necessary. The Treasurer shall be responsible to supply the Secretary a back up of Records quarterly. He/she shall prepare a year end statement at the end of the Club's fiscal year for presentation to the Board and the general membership He/she shall deposit all Club funds in an institution approved by the Board in the name of and to the credit of the Club. All disbursements come from our Treasurer and only our Treasurer, and the Treasurer is required to get prior Board approval for any expense over $100 or for anything not directly related to registration certificates, processing fee, and/or office supplies, no matter what the amount is for. All disbursements shall be made by check signed by the Treasurer. Those of $1,500 or more shall also be signed by a Board member. The board of directors has the right, by quorum vote, to request additional copies of records as needed. The books shall at all times be open to inspection by the Board. The Treasury books shall be audited at the end of every term or upon replacement of a Treasurer.
Section 6.5 - The Board Members shall attend at least 75% of the Board Meetings giving input and voting on all issues before the Board.
Section 6.6 - Voting and Meeting Attendance Record of the Board: The Secretary shall keep a voting record of each Board member and a record of all meetings attended by each Board Member. Any Board member who fails to vote on at least seventy-five percent (75%) of all Board issues submitted within any six (6) month period or who fails to attend at least seventy-five percent (75%) of all physical or telephone meetings of the Board Of Directors within any six (6) month period may be removed from office as provided herein. Extenuating circumstances will be taken into consideration on an individual basis. The Recording Secretary will notify the Board of Directors of any member who has not participated as above stated.
Section 6.7 - Any vacancies occurring on the Board shall be filled for the completion of that term by a majority vote of the Board, except for the office of the President as provided in these By-laws. The remaining board must make a request for volunteers to fill the vacant position from the membership and give them all equal consideration when selecting the replacement.
Section 6.8 - Records- Each member of the board, whose position would require maintenance of a set of records, for the business of his office, shall hand down to his successor those records, within thirty (30) days of the expiration of his/her term of office. These records shall be the property of the Club. If this exchange does not occur that Officer shall no longer be considered a member in good standing with the Club.
Section 6.9 - Removal of a Board member/Officer
6.9.1 - A Board member/Officer may be removed for misconduct, dereliction of duty, or gross negligence.
6.9.2 - Procedure for Removing a Board member/Officer from Office: Removal for such causes must first be by a vote of the Board, after a full hearing at which the accused Board member/Officer is entitled to present a full defense to the charges against him. Removal from office requires the affirmative vote of at least 4 of the remaining six board members. Once an affirmative vote from the remaining board members has been reached, then a vote will go out to the membership. A 2/3 majority vote of all votes returned, will constitute removal of a Board member/Officer. The accused Board member/Officer is not entitled to vote in such circumstances and shall not be counted as a member of the Board for purposes of determining how many members must vote affirmatively to remove a Board member/Officer from office.
6.9.3 - Removal for such causes may also be by recall, which requires a petition signed by two-thirds of the membership of record in good standing, stating the reason for removal. Petitions will be submitted to the Secretary and all signatures will be verified.
6.9.4 - No salary shall be paid to a member of the Board of Directors for service on the Board.
Liability Of Members
Section 7.1 - Personal Liability - No officer or member shall be personally liable for any bills or obligations of the Club, past or present, except for the payment of his own dues.
7.1.1 - A member may not incur debt for the Club without approval of the Board. Such a person is personally liable for the debt. However, the Board may ratify such a debt by a simple majority of those Board members present to vote at any meeting of the Board.
7.1.2 - No person shall use the name, mailing list or official insignia of the Club for other than strictly club purposes without authorization of the Board, which is to be confirmed in writing by the President or Secretary.
Section 8.1 - An annual meeting may be called by the President and Board as concurrent as possible with the election of new officers every two (2) years. Normal conduct of this meeting shall include a report of the President on the activities of the Club's last year, a report by the Secretary on the growth of the Club, a report of the Club's financial status by the Treasurer, a report by outstanding committee heads as directed by the President, and installation of new club officers.
Nominations and Elections
Section 9.1 - On or before the 1st day of February the President shall appoint a nominating committee which shall propose and present a slate of nominees for election to all members of the Board. The Nominating Committee shall consist of three (3) members in good standing, one of whom must be a member of the Board. The President many not serve on the Nominating Committee. The Nominating Committee shall select it's own Chairperson. Said slate of nominees shall be presented to the Board no later than the 1st day of April.
- No member whose dues are not paid may be a nominee.
- No member who has not consented to nomination may be a nominee.
- No member who has been suspended or expelled from the Club, unless membership has been fully reinstated by the Club, may be a nominee.
- No member who has been a member for less than one (1) continuous year.
- Nominees must have attended at least (2) Board meetings or served on at least (1) Committee in the previous (1) year. (This requirement may only be waived if there are no nominees eligible to run).
Section 9.2 - During the month of April a general membership meeting shall be called to present the Board nominee slate, as selected by the Nominating Committee, to the membership; or notice thereof shall be presented to the membership by mail, email or the members list. Additional nominations shall be solicited from the membership from the floor, or by mail or email to the Nominating Chair. All additional nominees must consent to nomination on or before the 30th day of April to qualify for such nomination.
Section 9.3 - Elections shall be conducted by mail. Voting ballots shall be sent to all voting members on or before the 31st day of May and voting will cease on the 30th day of June. Election of the nominees shall be effected by majority vote of the ballots received by the close of voting date. Elected candidates shall assume the duties of office on or before the 31st day of July. Write-in candidates shall not be allowed in balloting. The agenda may also include other issues which the Board wishes to submit to a vote of the members.
9.3.1 - Ballots shall be counted by an independent professional firm, who is unaffiliated with the club or board members of the club.
9.3.2 - In the event that there is only one nominee for each slated position, the Nominating Committee's slate shall be declared elected and no balloting will be required. The new Board will take office as of July 31st.
Section 9.4 - Nominations and elections cannot be made in any manner, other than as provided herein.
Contracts, Check Deposits and Funds
Section 10.1 - All financial accounts shall be in the name and to the credit of the Miniature American Shepherd Club of the U. S. A., Inc. The accounts shall be maintained in a federally insured financial institution.
Section 10.2 - All disbursements shall be made by check signed by the Treasurer. Any check written for $ 1,500 or more, shall also be signed by either the President or Vice-President.
Section 10.3 - The Board may authorize one or more officers of the Club to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Club, and such authority may be general or confined to specific instances.
Section 10.4 - All funds of the Club shall be deposited in a timely manner to credit of the Club in the accounts specified in Section 10.1.
Creation and Termination of Committees
Section 11.1 - The board may each year, appoint standing committees to advance the work of the Club in such matters as rescue efforts, herding trials, 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 majority of the Board. Special Committees may also be appointed by the board to aid it on particular projects.
Section 11.2 - Any committee appointment may be terminated, by a majority vote of the Board, upon written notice to the appointee; and the Board may appoint successors to those persons whose services have been terminated.
Amendments to the Bylaws
Section 12.1 - These Bylaws may be altered, amended or repealed, and new Bylaws may be adopted, by a majority of the Board, at any meeting of the Board at which a quorum is present, except to amendments or supplements, which modify the voting rights of members or which change provisions of these Bylaws which require the vote of the membership. Any modification of Bylaws which modifies voting rights or changes the requirement of a vote of the membership must be approved by a majority of the votes returned.
Section 12.2 - Amendments that must be submitted to a vote of the members shall be put to a member vote within three (3) months of any meeting of the Board in which the amendments were considered. Amendments proposed by petition must be accompanied by recommendations of the Board when published in the agenda for election. See Article IX, Section 9.3
Section 12.3 - Voting shall be conducted by mail. Voting ballots shall be sent to all voting members on or before the time frame specified in and voting shall cease on the 30th day after ballots have been mailed. Adoption of an amendment shall be effected by majority vote of the ballots received by the close of voting date.
Adoption of the Breed Standard
Section 13.1 - The Breed Standard accepted shall be as adopted by the Board of Directors.
Section 13.2 - Amendments - Breed standard amendments, modifications and supplements maybe made only upon a vote of the membership as specified in Article XII.
Disputes and Discipline
Section 14.1 - Disputes between Club members, between a member and the Club or involving non-members and pertaining to Club affairs or a Club-sanctioned event, shall be handled and resolved in accordance with the clubs Dispute Rules as adopted by the Board.
Section 14.2 - Members of the Club and non-member participants in Club activities must agree to abide by all rules and procedures adopted by the Club. Forms for Application for membership and for participation in Club activities shall so state. Such rules and procedures include, but are not limited to, these bylaws, Registry Rules and Regulations and Code of Ethics.
Section 14.3 - All members shall be expected to conduct themselves in a manner which shall uphold the principles of the Club as stated in the constitution, and may, by actions contrary to it's ideas, be subject to disciplinary action of the Board.
Section 15.1 - The Club may be dissolved at any time, by written consent, by a two-thirds (2/3) vote of ballots returned from members in good standing. In the event of 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 property 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. The Board of Directors shall select this charitable organization.
Section 15.2 - Funds which are subject to dispute involving the Club will be deposited in a separate fund. At resolution of the dispute, the amount in dispute will be either disbursed to the appropriate claimant or distributed per ARTICLE XV, Section 15.1.
Section 15.3 - Written notification of the dissolution must be given to all members before the effective date.