Pyrenean Mastiffs USA Club
Articles of Incorporation
As approved by membership on August 18, 2018
Name and Objects
SECTION 1. The name of the club shall be Pyrenean Mastiffs USA Club.
SECTION 2. The objects of the club shall be:
- to become The American Kennel Club’s (AKC) national breed club for the Pyrenean Mastiff by completing all requirements for full AKC breed recognition;
- to ensure the US Pyrenean Mastiff breed standard filed with American Kennel Club Foundation Stock Service remains the same as that outlined in the Fédération Cynologique Internationale (FCI) standard for the breed, and to encourage breeders and members to accept and conform to that standard. The FCI standard is controlled by the Spanish club, Club del Mastín del Pirineo de España, as the club representing the country of origin for the breed. Maintaining continuity across standards will help to ensure the genetic diversity of this rare breed is maximized by not allowing the creation of a subset with different characteristics. Breeding within and across populations world-wide would continue with all working towards perfection against the same standard. Genetic diversity is paramount to ensuring the long-term success of the breed, and this national breed club is bound to that goal;
- to encourage the organization of independent local specialty clubs in those localities where there are sufficient fanciers of the breed to meet the requirements of the American Kennel Club once the breed reaches AKC recognition;
- to do all in its power to protect and advance the interests of the breed and to encourage sportsmanlike competition at dog shows and obedience trials
- to conduct sanctioned matches, specialty shows and obedience trials under the Rules and Regulations of the American Kennel Club once the breed reaches AKC recognition;
- as the national breed club, to represent the breed within the United States and with clubs internationally.
SECTION 3. The club shall not be conducted or operated for profit and no part of any profits or remainder or residue from dues or donations, or sales or raffles of club items, shall inure to the benefit of any member or individual.
SECTION 4. The voting members of the club shall adopt and may from time to time revise such bylaws as may be required to carry out these objects.
Pyrenean Mastiffs USA
SECTION 1. Eligibility. There shall be seven (7) types of membership open to all persons, 18 years of age and older, who are in good standing and who subscribe to the purposes of this club. They are:
- Regular (Individual) – Enjoys all club privileges including the right to vote and hold office, $30.00 dues annually
- Household – Two (2) adult members residing in the same household, each eligible to vote and hold office, $50.00 dues annually.
- Foreign – for those individuals who are not US residents which include US territories and possessions. Shall be entitled to all club privileges except voting and office holding, $20.00 dues annually.
- Associate – Entitled to all club privileges except voting and office holding, $20.00 dues annually.
- Junior – Open to children under 18 years of age: a non-voting / non office holding membership which may automatically convert to regular membership at age 18, $10.00 dues annually.
- Honorary – An individual who has made significant contributions to the breed or club; honorary members pay no dues and are not eligible to vote, but can maintain regular or household membership if they pay dues. These individuals are nominated by the board or through a written petition signed by at least 20 percent of the voting membership in good standing. The nominations are voted on at the annual meeting and require a majority affirmative vote of the members present in good standing.
- Life – A current or former member who has made significant contributions to the breed or club; life members pay no dues and are not eligible to vote, 3 but can maintain regular or household membership if they pay dues. These individuals are nominated by the board or through a written petition signed by at least 20 percent of the voting membership in good standing. The nominations are voted on at the annual meeting and require a majority affirmative vote of the members present in good standing.
SECTION 2. Dues. All member dues are due paid-in-full on or before January 31st of each year for that membership year.
SECTION 3. Election to Membership. Each applicant for membership shall complete an application as designed by the Board of Directors and which shall provide that the applicant agrees to abide by the club’s Articles of Incorporation and ByLaws. The application shall state the name, address and occupation of the applicant, and it shall contain a section where the applicant outlines why they wish to join the club and how their membership can contribute to furthering their own personal goals concerning the breed and the goals of the club. Accompanying the application, the applicant will submit the dues payment for the current year.
Applicants may be elected by secret ballot at any meeting of the board of directors, or by secret vote of the directors by mail/email. Affirmative votes of 75% of the board of directors by secret ballot at any meeting or by mail/email shall be required to elect an applicant.
An applicant that has received a negative vote by the board may be represented by a member in good standing at the next full membership meeting and a full membership vote of 75% of those members in good standing present and voting is required to elect the applicant.
Applicants for membership who have been rejected by the club cannot re-apply for membership within 12 months after such rejection.
SECTION 4. Termination of Membership. Members may be terminated:
- by resignation. Any member in good standing may resign from the club upon written notice to the Secretary; but no member may resign when in debt to the club. Obligations other than dues are considered a debt to the club and they become incurred on the first day of each fiscal year;
- by lapsing. A member will be considered as lapsed and automatically terminated if such member’s dues remain unpaid after the due date as outlined in Article 1, Section 2 of the club’s Articles of Incorporation; however, the board may extend a grace period of 30/60/90 days to each delinquent member in meritorious cases. In no case may a person be entitled to vote whose dues are unpaid;
- by expulsion. A membership may be terminated as provided in Article VI of these bylaws.
SECTION 1. Annual Meeting. The annual meeting of the club shall be held in the month of November until such time as the club establishes an annual specialty show. The club may then opt to move the meeting to the date and venue of the show. Each year, the board will determine the date, location, and time of the annual meeting at its first annual board meeting and the Secretary will make members aware no later than 90 days prior to the meeting. Once moved to the same date as the club’s annual specialty show, the time, date and place will be published by the Secretary at the same times as the Specialty Show announcement which will be at least 6 months prior to the show. The quorum for the annual meeting shall be 10% 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 present at a meeting of the board, or in the event a petition is received by the Secretary that is signed by at least 10% of the members that are in good standing. The meeting shall be held at such a place, date, and hour as may be designated by the board of directors. Such notice of the meeting shall be made via email by the Secretary to all members in good standing not less than 14 days and not more than 30 days prior to the date of the meeting. The notice of the meeting shall state the purpose of the meeting and no other club business may be transacted. The quorum for the meeting shall be 10% of the members in good standing.
SECTION 3. Board Meetings. The first meeting of the new board shall happen immediately following the election. Other meetings shall be conducted in such a time and place as designated by the President or determined by vote of the majority of the board present at a meeting. Written notice of each meeting shall be sent out by the Secretary to the board via email no later than 14 days prior to the scheduled meeting. The quorum for a board meeting shall be a majority of the board officers. In addition to the officers, the board meetings will be attended by the club’s Webmaster, the regional representative for the current year and future year specialty show, and a representative from each standing committee.
SECTION 4. Board Business. The board of directors may conduct business in person, via a video conference call or a telephone conference call or email provided it does not conflict with any other provisions of these bylaws. Items voted on by any of these meeting methods must be confirmed in writing by the Secretary within 14 days. Meeting minutes may satisfy this confirmation.
Directors and Officers
SECTION 1. Board of Directors. The board shall be comprised of the officers of the club who shall be in good standing and who are residents of the United States. They shall be elected for a period of two-year terms. The Treasurer’s term shall begin in odd years from the remaining board to allow for continuity in finances between old and newly seated boards. Because of this, one of the early Treasurers for the club may serve for an additional one year term, and then each following Treasurer shall be elected for a two year term. There are no term limits for the officers with the exception of the Treasurer. Other than the initial 3 year authorized for the Treasurer to set that office on an alternate election schedule from the other officers, the Treasurer will only serve for one 2 year term unless an exception is authorized by a majority vote of members in good standing at the annual meeting.
SECTION 2. Officers. The club’s officers, consisting of the President, Vice President, Secretary and Treasurer, shall serve in their respective capacities both with regard to the club and its meetings and the board and its meetings.
- The President shall preside at all meetings of the club and of the board, and shall have the duties and powers normally appurtenant to the office of President in addition to those particularly specified in these bylaws.
- The Vice President shall have the duties and exercise the powers of the President in case of the President’s death, absence or incapacity. The Vice President shall chair the standing committee responsible for coordinating the annual specialty show and maintaining show statistics for the breed.
- The Secretary shall keep a record of all meetings of the club and of the board and of all matters which a record shall be ordered by the club; have charge of the correspondence, notify members of meetings, notify new members of their election to the membership, notify officers and directors of their election to office, keep a roll of the members and their addresses, ensure rolls are submitted to the national kennel club once membership is established by this club, that the membership roll is provided to the club’s webmaster to be placed in the member’s only section of the website, that a roll shall be sent to any member in good standing upon written request not more than once every club year, and carry out such other duties as are prescribed in these bylaws.
- The Treasurer shall collect and receive all moneys due or belonging to the club. Moneys shall be deposited in a bank designated by the board, in the name of the club. The books shall at all times be open to inspection by the board and a report shall be given at every meeting on the condition of the club’s finances and every item of receipt or payment not before reported; and at the annual meeting an accounting shall be rendered of all moneys received and expended during the previous fiscal year. The Treasurer shall be bonded in such amount as the board of directors shall determine.
- The club representative to a national kennel club once joined, shall be nominated by the club board, and approved at the annual meeting with a majority vote of members in good standing.
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 the 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.
The Club Year, Annual Meeting, Elections
SECTION 1. Club Year. The club’s fiscal year shall begin on the first day of January and end on the last day of December.
The club’s official year shall begin immediately at the conclusion of the annual meeting and shall continue through the next annual meeting.
SECTION 2. Annual Meeting. The annual meeting shall be held in the month of November, or during the annual specialty show scheduled, at which officers shall be elected on a biennial basis, with the Treasurer’s election occurring on the off year from when the remaining officers are elected, by secret ballot from those nominated in accordance with Section 4 of this Article. They shall take office immediately upon the conclusion of the election and each retiring officer shall turn over to the successor in office all properties and records relating to that office within 30 days after the election.
SECTION 3. Elections. The nominated candidate receiving the greatest number of votes for each office shall be declared elected.
SECTION 4. Nominations. No person may be a candidate in the club election who has not been nominated. Four months before the annual meeting, the board shall select a Nominating Committee consisting of three members and two alternates, not more than one of whom may be a member of the board. The Secretary shall immediately notify the committeemen and alternates of their selection. The board shall name a chairman for the committee and it shall be such person’s duty to call a committee meeting, which shall be held no later than 30 days after notification.
- The committee shall nominate one candidate for each office after securing the consent of each member nominated in writing. The committee will report those candidates to the club Secretary no later than one month before the annual meeting.
- Upon receipt of the Nominating Committee’s report, the Secretary shall, at least two weeks before annual meeting, notify each member in good standing in writing, via mail or or email, of the candidates so nominated.
- Additional nominations may be made at the annual meeting by any member in attendance, provided that the person so nominated provides their consent to the nomination verbally during the meeting, or in writing provided to the Secretary prior to the meeting. No person may be a candidate for more than one position.
- Nominations cannot be made at the annual meeting or any other manner than that outlined in this section.
SECTION 1. There is a standing Specialty Show Committee that shall be chaired by the club’s Vice President and shall be comprised of the regional representative for the show for the current year and the next club year, the club’s Webmaster, Treasurer and other members as determined to be required. All are selected by the board from the club’s full membership of members in good standing.
SECTION 2. The board may each year appoint additional standing committees to advance the work of the club in such matters as dog shows other than the specialty show, obedience trials, trophies, annual prizes, membership and other fields which may well be served by committees. Such committees shall always be subject to the final authority of the board. Special committees may also be appointed by the board to aid it on particular projects.
SECTION 3. Any committee appointment may be terminated through the resignation of the appointee, or by a majority vote of the full membership of the board upon written notice to the appointee; and the board may appoint successors to those persons whose services have been terminated in either manner.
SECTION 4. Once established, a standing committee may be terminated or re-configured by the board.
SECTION 1. National Kennel Club Suspension. Any member who is suspended from all the privileges of a national kennel club automatically shall be suspended from the privileges of this club for a like period.
SECTION 2. Charges. An individual member may prefer charges against another individual member for alleged misconduct prejudicial to the best interests of the club. Written charges with specifications must be filed in duplicate with the Secretary together with a deposit of $50.00 which shall be forfeited if such charges are not sustained by the board following a hearing. The Secretary shall promptly send a copy of the charges to each member of the board or present them at a board meeting, and the board shall first consider whether the actions alleged in the charges, if proven, might constitute conduct prejudicial to the best interests of the club. If the board enters jurisdiction of the charges, it shall fix a date for a hearing by the board, not less than three weeks nor more than six weeks thereafter. The Secretary shall promptly send one copy of the charges and the specifications to the accused member by registered 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 shall have complete authority to decide whether counsel may attend the hearing, but both complainant and defend 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 may by a majority vote of those present reprimand or suspend the defendant from all privileges of the club for not more than six months from the date of the hearing. 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 his fellow members at the ensuing club meeting which considers the board’s recommendation. Immediately after the has reached a decision, its finding shall be put in written form 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 in Section 3 of this Article. Such proceedings may occur at a regular or special meeting of the club to be held within 60 days but not earlier than 30 days after the date of the board’s recommendation of expulsion. The defendant shall have the privilege of appearing in his own behalf, though no evidence shall be taken at this meeting. The President shall read the charges and the board’s defendant, if present, to speak in his own behalf if he wishes. The members shall then vote by secret ballot on the proposed expulsion. A 2/3 vote of those members in good standing and present and voting at the meeting shall be necessary for expulsion. If expulsion is not so voted, the board’s suspension shall stand.
SECTION 1. Amendments to the articles of incorporation and bylaws may be proposed by the board of directors or by written petition addressed to the Secretary signed by 20 percent of the membership in good standing. Amendments 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 Secretary for a vote within three months of the date when the petition was received by the Secretary.
SECTION 2. The articles of incorporation and bylaws may be amended by a 2/3 secret vote of the members in good standing present and voting at any regular or special meeting called for the purpose, provided the proposed amendments have been included in the notice of the meeting and mailed/emailed to each member at least two weeks prior to the date of the meeting.
SECTION 1. The club may be dissolved at any time by the written consent of not less than 2/3 of the members in good standing. In the event of the dissolution of the club other than for purposes of reorganization whether voluntary or involuntary or by operation of law, none of the property of the club nor any proceeds thereof nor any assets of the club shall be distributed to any members of the club, but after payment of the debts of the club its property and assets shall be given to a nonprofit organization for the benefit of dogs selected by the board of directors.
Order of Business
SECTION 1. 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:
- Confirmation of a quorum by the Secretary
- Minutes of last meeting
- Report of the President
- Report of the Secretary
- Report of the Treasurer
- Reports of committees
- Election of officers and board (at annual meeting)
- Election of new members
- Unfinished business
- New Business
SECTION 2. At meetings of the board, the order of business, unless otherwise directed by majority vote of those members in good standing present, shall be as follows:
- Reading of minutes of the last meeting
- Report of the Secretary
- Report of the Treasurer
- Reports of committees
- Unfinished business
- New business
SECTION 1. The rules contained in the current edition of “Roberts 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.