Subscribe to NTCA Norwich Terrier Club of AmericaNews Feed

Browse > Home / The Club / Constitution & Bylaws

Constitution & Bylaws


ARTICLE VIII
CONFLICT OF INTEREST

SECTION 1.   Conflict of Interest. Officers, Directors, and committee members shall declare the existence of any conflict of interest; disclose its nature, financial or otherwise, on the record; and abstain from voting on that matter. The minutes of the meeting shall reflect that the conflict was disclosed and that the interested person did not vote. When there is doubt as to whether a conflict of interest exists, the matter shall be resolved by a vote of the remaining Board of Directors or committee.

ARTICLE IX
AMENDMENTS

SECTION 1.   Procedure for Proposing Amendments. Amendments to the Constitution and Bylaws and to the Standard for the Breed may be proposed by the Board of Directors or by written petition(s) addressed to the Corresponding Secretary signed by twenty percent (20%) of the membership in good standing. Amendments proposed by such petition(s) shall be promptly considered by the Board of Directors and must be submitted to the members (with the Board’s recommendation) by the Corresponding Secretary for a vote within three (3) months of the date that the petition(s) was received by the Corresponding Secretary.

SECTION 2.   Approval of Amendment by Members. The Constitution and Bylaws and the Standard for the Breed may be amended at any time provided a copy of the proposed amendment has been first-class mailed by the Corresponding Secretary to each Individual, Dual, and Lifetime member in good standing, who reside in the United States or its possessions or territories, on the date of mailing accompanied by a ballot on which the member may indicate his/her choice for or against the action to be taken. The dual-envelope voting procedures, described in ARTICLE IV, SECTION 4(h) of these Bylaws, shall be followed to assure secrecy of the vote.

The designated independent firm shall certify the eligibility of the voters and the votes in favor or against amendments to the Constitution and Bylaws and to the Standard of the Breed. The
amendment balloting results shall be mailed or emailed to the membership and posted on the member only section of The NTCA website.

The Corresponding Secretary must report the amendment balloting results at the next Board of Directors meeting for inclusion in the minutes.

An affirmative two-thirds (2/3) vote from Individual, Dual, and Lifetime members in good standing with the Club, who reside in the United States or its possessions or territories, and return their valid ballots within the time limit, shall be required to effect any such amendment.

SECTION 3.   The American Kennel Club Approval. No amendment to the Constitution and Bylaws or to the Standard for the Breed that is adopted by the Club shall become effective until it has been approved by The American Kennel Club. After amendments are voted upon, the Club must provide The American Kennel Club with the number of members in good standing, as well as the date of the vote, and the number who voted for and against the amendment. The Club must also provide The American Kennel Club with an amended copy of the Constitution and Bylaws or the Standard for the Breed with the new wording highlighted.

ARTICLE X
INDEMNIFICATION

SECTION 1.   Indemnification. The Club shall, to the maximum extent permitted under the law, as now or hereafter in effect, indemnify each person who is or was a Director or Officer of the Club against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding arising against any one or more of them, based on their conduct as Directors or Officers (provided such conduct was not reckless or negligent), or by reason of the fact that any one or more of them is or was a Director or Officer of the Club.

“Proceeding” means any threatened, pending, or completed action or proceeding whether civil, criminal, administrative or investigative; and “expenses” includes without limitation reasonable attorney’s fees and any expenses of establishing a right to receive indemnification from the Club.

ARTICLE XI
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 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 charitable organization for the benefit of dogs selected by the Board of Directors.

ARTICLE X
ROBERT’S RULES OF ORDER

SECTION 1.   Robert’s Rules of Order. The rules contained in the most recent edition of “Robert’s Rules of Order, Newly Revised” shall govern the Club in all cases then to which they are applicable and in which they are not inconsistent with these Bylaws and any Special Rules of Order the Club may adopt.

ARTICLE XIII
ORDER OF BUSINESS

SECTION 1.   Club Meetings. At annual or regular meetings of the Club, the order of business, so far as the character and nature of the meeting may permit, shall be as follows:

  1. Roll call (may be done by sign-in sheet)
  2. Minutes of the Last Meeting
  3. Report of Officers
  4. Report of Delegate to The AKC
  5. Reports of Committees
  6. Report on Board Meetings
  7. Unfinished Business
  8. New Business
  9. Confirmation of the election of Officers, Directors, and the Delegate to The AKC (at annual meeting)
  10. 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:

  1. Roll call
  2. Minutes of the Last Meeting
  3. Report of Officers
  4. Report of the Delegate to The AKC (optional)
  5. Reports of Committees
  6. Unfinished Business
  7. Election or Re-election of the Delegate to The AKC by the Board (alternating even years prior to the annual meeting)
  8. Election of New Members
  9. Election of Nominating Committee (prior to January 15)
  10. Committee chairperson appointments (first Board meeting after annual meeting)
  11. Bylaws Committee chairperson appointment (minimum of every five (5) years)
  12. New Business
  13. Adjournment

Pages: 1 2 3 4 5 6 7 8 9

Updated 11/13/10

go to top