Constitution and By-Laws

CONSTITUTION
ARTICLE I
Name and Objects

Section 1. The name of the Club shall be Thai Bangkaew Dog Club of America, Incorporated.

Section 2. The objects of the Club shall be:

a. To do all that is possible to preserve the inherent qualities of the purebred Thai Bangkaew Dog through selective breeding;

b. To encourage the organization of independent local Thai Bangkaew Dog Specialty Clubs;

c. To educate fanciers, and to urge breeders to adhere to the standard of the breed as approved by The TBDCA as the only standard by which the Thai Bangkaew Dog shall be judged;

d. To do all in its power to protect and advance the interests of the breed through a code of ethics and to encourage sportsmanlike competition at dog shows, agility trails, working events, and obedience trials;

e.To conduct sanctioned matches and specialty shows.

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 to the Club shall inure to the benefit of any member or individual.

Section 4. The members of the Club shall adopt and may from time to time revise such by-laws as may be required to carry out these objects.

BY-LAWS
ARTICLE I
Membership

Section 1. Eligibility. Membership shall be Regular Members or Honorary Members and, open to all persons eighteen years of age and older who are in good standing with all Dog Club's to which they are members and who subscribe to the purposes of this Club. The Board of Directors may waive the minimum age requirement where the applicant has demonstrated an interest in the breed through exhibiting and/or breeding registered Thai Bangkaew Dog

Section 2. Honorary Members. The Board of Directors may bestow the title of Honorary Member on any member in good standing or any non-member who meets the eligibility requirements for membership. Affirmative votes of 2/3 of the Directors present at a meeting of the Board or 2/3 of the entire Board voting by mail shall be required to bestow this title. Honorary Members will not be required to pay dues. Honorary Members who were previously non-members will not be entitled to vote on Club business.

Section 3. Dues. Annual membership dues shall be determined by the Board of Directors not to exceed $40.00 per person per year payable on or before the 1st day of January each year. During the month of November, the Treasurer shall send each member a statement of his dues for the coming year. No member may vote whose dues are not paid for the current year.

Section 4. Election to Membership. Applicants for membership shall apply on a form as approved by the Board of Directors and which shall provide that the applicants agrees to abide by this constitution and by-laws. The application shall state the name, address, and occupation of the applicant and it shall carry the endorsement of two members. Accompanying the application, the prospective member shall submit dues payment for the current year.

The name and address of the applicant, together with the names of the sponsors shall be listed and distributed to the membership subsequent to receipt of said application by the Secretary. Any objection to an applicant for membership, together with reasons for such objection, shall be filed in writing with the Secretary within the time specified in the listing.

Subsequently, applicants may be elected at any meeting of the Board of Directors or by written vote of the Directors by mail. Affirmative votes of 2/3 of the Directors present at a meeting of the Board or 2/3 of the entire Board voting by mail shall be required to elect an applicant.

An application, which has received a negative vote by the Board, may be presented by one of the applicant's endorsers at the next meeting of the Club and the Club may elect such applicant by favorable vote of 75% of the members present.

Section 5. 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 when in debt to the Club. Dues obligations are considered a debt to the Club and they become incurred on the first day of each fiscal year.
b. By lapsing. A membership will be considered as lapsed and automatically terminated if such member's dues remain unpaid after September 1.
c. By expulsion. A membership may be terminated by expulsion as provided in Article VI of these constitution and by-laws.

ARTICLE II
Meetings

Section 1. Annual Meeting. The annual meeting of the Club shall be held during the period beginning May 1 and ending July 1 of each year at a place, date, and hour designated by the Board of Directors. The Secretary shall mail written notice of the annual meeting 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 membership who are present and in good standing.

Section 2. Special Club Meetings. Special Club meetings may be requested by the President and/or called by a majority vote of the members of the Board who are present at a meeting of the Board or who vote by mail, or shall be called by the Secretary upon receipt of a petition signed by 10% of the members of the Club who are in good standing. Such meeting shall be held at such place, date, and the Board of Directors may designate hour as. The Secretary shall mail written notice of such meeting at least 14 days and not more than 30 days prior to 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 such a meeting shall be 10% of the members in good standing.

Section 3. Board Meetings. The first meeting of the Board shall be held immediately following the annual meeting and election. Other meetings of the Board of Directors shall be held at such times and places as are designated by a majority of the entire Board.

Written notice of each such meeting with an agenda of proposed motions shall be mailed by the Secretary to each member of the Board at least 21 days prior to the date of the meeting. The quorum for a Board Meeting shall be a majority of the Board voting in person or by mail.

Section 4. The Board of Directors may conduct its business by electronic or postal mail through the Secretary.

ARTICLE III
Directors and Officers

Section 1. Board of Directors. The Board shall be comprised of the President, Vice-President, Secretary, Treasurer, and three other persons, all of whom shall be members in good standing who are residents of the United States. They shall be elected for two-year terms at the Club's annual meeting as provided in Article IV, and shall serve until their successors are elected. General management of the Club's affairs shall be entrusted to the Board of Directors.

Section 2. Honorary Officers. The Board of Directors may bestow the title of Honorary Officer on any voting member in good standing, for outstanding contributions or service to the Club or the breed. Affirmative votes of 2/3 of the Directors present at a meeting of the Board or 2/3 of the entire Board voting by mail shall be required to bestow this title. Honorary Officers will not participate in Board votes or be required to pay dues.

Section 3. Officers and Directors. The Club's officers, consisting of the President, Vice-President, Secretary, and Treasurer shall serve in their respective capacities with regard to the Club and its meetings and the Board and its meetings.

a. 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 constitution and by-laws.

b. The Vice-President shall have the duties and exercise the powers of the President in case of the President's absence.

c. The Secretary shall be responsible for:

1. Minutes of all meetings of the Board of Directors and members;

2. Minutes of all meetings of the Board of Directors by mail;

3. Furnishing copies of all minutes of all meetings in a form prescribed by the Board of Directors;

4. Keeping an up-to-date roll of members and their addresses;

5. Notifying new members of their election and distributing to each new member a membership card, a copy of the Code of Ethics, Club's constitution and by-laws, the standard of the breed, and a current membership list;

6. Notifying members of the time and place of members' meetings;

7. Notifying Directors of the time and place of Directors meetings;

8. Carrying out such other duties as are prescribed in these by-laws and/or by the Board of Directors.

9. Conducting all general Club correspondence.

10. Preparing and mailing all Club materials;

11. Lending as much assistance as possible to committee chairmen with mailings pertaining to Club business

d. The Treasurer shall:

1. Collect and receive all moneys due or belonging to the Club;

2. Deposit the same in a bank approved by the Board, in the name of the Club;

3. Disburse funds necessary to discharge the liabilities of the Club. Such disbursements shall in no event exceed a maximum limit on all expenditures imposed by the Board of Directors. If liabilities are incurred in excess of this maximum limit prior approval of the Board must be obtained before payment can be made.

4. Keep the books open to inspection of the Board at all times;

5. Report to the Board at every meeting the condition of the Club's finances and every item of receipt or payment not before reported;

6. Render at the annual meeting an account of all moneys received and expended during the previous fiscal year;

7. Maintain a record of all non-expendable Club property held by the Directors or members of the Club.

The Treasurer shall be bonded in such amount, as the Board of Directors shall determine.

e. The Directors, along with the Officers, shall:

1. Participate in and vote on all issues coming before the Board of Directors;

2. Carry out their duties in a manner consistent with the best interests of the entire Board of Directors and the Club.

Section 4. Impeachment. An officer or director may be impeached for failure to discharge his duties as prescribed in Section 3 of this Article by a vote of 80% of the entire Board of Directors.

Section 5. Vacancies. Any vacancies on the Board or among the offices during the term shall be filled for the unfulfilled term of office by a majority vote of all the then members of the Board.

ARTICLE IV
The Club Year, Voting, Nominations, Elections

Section 1. Club Year. The Club's fiscal year shall begin on the 1st day of July end on the 30th day of June.

The Club's official year shall begin immediately at the conclusion of the election at the annual meeting and shall continue through committee reports at the next annual meeting.. The elected officers and directors shall take office immediately upon the conclusion of the annual meeting and each retiring officer shall turn over to his successor in office all properties and records relating to that office within 30 days after the election.

Section 2. Voting. At the annual meeting or at a special meeting of the Club voting shall be limited to those members in good standing who are present at the meeting, except for the annual election of officers and directors, and amendments to the constitution and by-laws and the standard for the breed which shall be decided by written ballot cast by mail. Voting by proxy shall not be permitted. The Board of Directors may decide to submit other specific questions for decision of the members by written ballot cast by mail.

Section 3. Election.

a. On or before fifty (50) days previous to the Club's annual meeting, the President, with the approval of the Board, shall appoint a Teller's Committee comprised of, 1) no less than three (3) members in good standing, or, 2) no less than three (3) disinterested individuals, not members but in good standing with The American Kennel Club, or, 3) an organization so constituted as to be acceptable to count ballots. The Board shall designate one member of this committee as "Chief Teller." In the period between the closing of the polls and the annual meeting, the Teller's Committee shall meet for the purpose of counting the ballots in the manner described in Section 4 (d). The Secretary shall hold all Ballots for a period of at least thirty (30) days following the annual meeting.

b. The person receiving the largest number of votes shall be declared elected. If any nominee, at the time of the annual meeting, is unable to serve for any reason, such nominee shall not be elected and the new Board of Directors in the manner shall fill the vacancy so created provided by Article III, Section 4.

c. In the event of a tie vote, a second ballot prepared by the Secretary listing the nominees for the position(s) where the tie vote occurred shall be mailed to each member no later than fourteen (14) days after the annual meeting and election. Such ballots shall be returned to the Chief Teller within fifteen (15) days. Should a tie vote still exist after the second ballot, the vacancy so created shall be filled by the new Board of Directors as provided in Article III, Section 4.

Section 4. Nominations and Ballots. No person may be a candidate in a Club election who has not been nominated in accordance with these by-laws. The Board of Directors on or before March 31st shall choose a Nominating Committee. The Committee shall consist of five members and two alternates, all members in good standing, no more than one of who shall be a member of the current Board of Directors. The Board shall name a Chairman for the Committee. The Nominating Committee may conduct its business by postal or electronic mail.

a. The Nominating Committee shall nominate from among the eligible members of the Club, one candidate for each office and for each other position on the Board of Directors and shall procure the acceptance in writing of each nominee so chosen. The committee shall then submit its slate of candidates to the Secretary who shall mail the list to each member of the Club on or before ninety - (90) days before the Club's annual meeting.

b. Additional nominations of eligible members may be made by written petition addressed to the Secretary and received at his regular address on or before sixty (60) days before the Club's annual meeting, signed by 10 members and accompanied by the written acceptance of each such additional nominee signifying his willingness to be a candidate. No person shall be a candidate for more than one position, and the additional nominations, which are provided for herein, may be made only from among those members who have not accepted a nomination of the Nominating Committee.

c. If no valid additional nominations are received by the Secretary on or before sixty - (60) days before the Club's annual meeting, the Nominating Committee's slate shall be declared elected at the time of the annual meeting, and no balloting will be required.

d. If one or more valid additional nominations are received by the Secretary as provided in (b) of this section, he shall mail to each member in good standing on or before fifty (50) days previous to the Club's annual meeting a ballot listing in alphabetical order all of the nominees for each position together with a blank envelope and a return envelope addressed to the Chief Teller marked "Ballot" and bearing the name of the member to whom it was sent. So that the ballots may remain secret each voter, after marking his ballot, shall seal it in the blank envelope, which in turn shall be placed in the second envelope addressed to the Chief Teller. The Teller's Committee shall check the returns against the list of members whose dues are paid for the current year prior to opening the outer envelopes and removing the blank envelopes and shall certify the eligibility of the voters as well as the results of the voting which shall be announced at the annual meeting. Ballots, to be valid, must be received by the Chief Teller no later than twenty-eight (28) days prior to the annual meeting.

e. Nominations cannot be made at the annual meeting or in any manner other than as provided above.

ARTICLE V
Committees

Section 1. The Board may each year appoint standing committees to advance the work of the Club in such matters as dog shows, trophies, annual awards, 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 be appointed by the Board to aid it on particular projects.

Section 2. Any committee appointment may be terminated 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 service has been terminated.

ARTICLE VI
Discipline

Section 1. Canine Organization Suspension. Any member who is suspended from the privileges of any Canine Organization in which they hold membership 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 interests of the Club or the breed. Written charges with specifications must be filed in duplicate with the Secretary together with a deposit of $25.00, which shall be forfeited if such charges are not sustained by the Board, or a Committee following a hearing. The Secretary shall promptly send a copy of the charges to each member of the Board. After due consideration the Board shall vote whether the actions alleged in the charges, if proven, might constitute conduct prejudicial to the best interests of the Club or of the breed. If a majority of the Board considers that the charges do not allege conduct, which would be prejudicial to the best interests of the Club or of the breed, it shall refuse to entertain jurisdiction. If the Board entertains jurisdiction of the charges, it shall fix a date of a hearing by the Board or a committee appointed by a majority of the Board, of not less than three members of the Board, not less than 3 weeks nor more than 6 weeks thereafter. The Secretary shall promptly send a copy of the charges to the complainant and the accused member by registered mail together with a notice of the hearing and an assurance that they may personally appear in their own behalf and bring witnesses if they wish.

Section 3. Board Hearings. The Board or committee shall have complete authority to decide whether 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 suspend the defendant from all privileges of the Club for not more than six months from the date of the hearing, or until the next annual meeting, if that will occur after six 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 his 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 Secretary. The Secretary, in turn, shall notify each of the parties of the decision and penalty, if any.

Section 4. Expulsion. Expulsion of a member from the Club may be accomplished only at the annual meeting of the Club following a hearing and upon the recommendation of the Board or committee as provided in Section 3 of this Article. The President shall read the charges and the findings and recommendations, and shall invite the defendant, if present, to speak in his own behalf though no evidence shall be taken at this meeting. The meeting shall then vote by secret written ballot on the proposed expulsion. A 2/3 vote of those present and voting at the annual meeting shall be necessary for expulsion. If expulsion is not so voted the suspension shall stand.

ARTICLE VII
Amendments

Section 1. Amendments to the constitution and by-laws and to the standard of the breed may be proposed by the Board of Directors or by written petition addressed to the Secretary signed by 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 to the members with recommendations of the Board by the Secretary for a vote within three months of the date when the Secretary received the petition.

Section 2. The constitution and by-laws, and the standard for the breed may be amended at any time provided a copy of the proposed amendment has been mailed by the Secretary to each member accompanied by a ballot on which he may indicate his choice for or against the action to be taken. The notice shall specify a date not less than 30 days after the date of mailing by which date the ballots must be returned to the Secretary to be counted. The favorable vote of 2/3 of the members in good standing whose ballots are returned within the time limit shall be required to effect any such amendment.

Section 3. No amendment to the constitution and by-laws or to the standard of the breed that is adopted by the Club shall become effective until the Board of Directors Thai Bangkaew Dog Club has approved it.

ARTICLE VIII
Dissolution

Section 1. The Club may be dissolved at any time by written consent of not less than 2/3 of the members. 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 one or more charitable organizations for the benefit of dogs selected by the Board of Directors.

ARTICLE IX
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:

Roll taking
Minutes of last meeting
Report of President
Report of Secretary
Report of Treasurer
Reports of committees
Election of Officers and Board
Unfinished business
New business Adjournment

Section 2. At meetings of the Board, the order of business, unless otherwise directed by majority vote of those present, shall be as follows:

Reading of minutes of last meeting
Report of Secretary
Report of Treasurer
Reports of committees
Unfinished business
Election of new members
New business
Adjournment

Revised and Accepted by the
Thai Bangkaew Dog Club of America, Inc.
November 4, 2004