Australian Shepherd Club of America, Inc.
Established 1957
Bylaws
Section 1 GENERAL PROVISIONS
Section 1.1 Identification, The name of the organization is the Outback Australian Shepherd Club (OASC). The Club is an official Affiliated Club of the Australian Shepherd Club of America, Inc. (ASCA), and shall not affiliate with any other dog club or registry.
Section 1.2 Address, The business/mailing address of the Club at time of adoption of these Bylaws is:
Outback-Australian Shepherd Club
N4815 Traut Rd
Rio, WI 53960
The business address of the Club may be changed at anytime by a vote of the Board of Directors.
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 inure to the benefit of any member.
1.3.1 The Club may not engage in any form of discrimination, which adversely affects ASCA ‘s tax-exempt status under Internal Revenue Code Section 501 (c)(3).
Section 1.4 ASCA trademarks and the like. The names, logos, trademarks and service marks of ASCA may not be used by the Club or it's members unless authorized by ASCA.
Section 1.5 Objectives of the Club are:
1.5.1 To encourage and promote the breeding of purebred Australian Shepherds in such a manner as to bring their natural qualities to the highest degree attainable. It shall strive to educate and assist all owners of the breed to improve their knowledge of the breed and it's history.
1.5.2 To protect and advance the interest of the Australian Shepherd breed and to encourage ethical breeding practices and sportsmanlike competition at all dog shows and trials.
1.5.3 To conduct Conformation Shows, Obedience Trials, Stockdog Trials and other events under the rules and regulations of ASCA.
1.5.4 To encourage all breeders to accept the breed standard adopted by ASCA as the only standard of excellence by which the breed shall be judged.
Section 2 ORDER OF BUSINESS AND PROCEDURES
"Robert's Rules of Order" shall govern any matter of procedure not specifically addressed by these Bylaws, unless the Board of Directors establishes another order of procedure.
Section 3 MEMBERSHIP
Section 3.1 Eligibility
3.1.1 Membership shall be open to all persons who are in good standing with the Australian Shepherd Club of America, Inc. and the Outback Australian Shepherd Club and who shall subscribe and adhere to the principles and objectives of this Club. Persons who are currently suspended or expelled from ASCA may not join this Club. Persons who are currently suspended or expelled from ASCA may not join this Club until they are reinstated in ASCA.
3.1.2 Each applicant for membership shall apply on a form approved by the Club. The form shall provide that the applicant agrees to abide by the Constitution, Bylaws, Registry Rules, Program Rules, Regulations, Policies, Procedures, Codes of Ethics and Dispute Rules of both ASCA and the Club.
3.1.3 Any person who renews membership is deemed to have consented to all current terms of the Constitution, Bylaws, Registry Rules, Program Rules, Regulations, Policies, Procedures, Code of Ethics and Dispute Rules of both ASCA and 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. Two voting members shall be vested in members of the family who are 18 years of age or older. Junior non-voting memberships shall be vested in members of the family who are younger than the age of 18.
3.2.3 Junior Non-voting Membership – which shall be open to anyone under age 18 and not living with a club member. Dues shall be ½ of individual membership dues.
3.2.4 Honorary Life Membership – which shall be a non-paid, voting membership offered to those persons selected by unanimous vote of the Board to receive such special membership. Honorary memberships will be offered periodically to honor a person for his/her outstanding service to this Club or to the Australian Shepherd and its fancy.
3.2.5 Subscription – Any person or organization desiring membership for the sole purpose of receiving mailings of the Club. This membership has no voting rights.
3.2.6 Membership in the Club is not transferable.
Section 3.3 Dues.
Annual dues of an amount determined by the Board shall be payable on each Jan 1. Dues shall be determined by the financial needs of the Club and will be changed upon reasonable notification of members.
Section 3.4 Termination of the 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: Any member whose dues remain unpaid by February 1 of any fiscal year will be considered lapsed in membership.
3.4.3 By Suspension; Expulsion: Any member who is disciplined by ASCA is deemed disciplined to the same extent by the Club. Any member may be terminated by expulsion as provided in Article XIII of these Bylaws.
3.4.4 Expulsion Reinstatement: Upon re-application of a former member and filed with the Secretary, the Affiliate Board of Directors may, by affirmative vote of two-thirds of the members of the Board, reinstate such former member to membership in the Club on such terms as the Board deems appropriate. The former member submitting this reinstatement application must be in good standing with ASCA.
Section 3.5 Good Standing
3.5.1 A member in good standing is considered to be in good standing if they are in compliance with all the rules and regulations of ASCA and its affiliates and conduct themselves so as to advance the interests of the Club and the breed. As examples, a member is not in good standing if they have not paid dues when assessed or if they are presently under discipline imposed by ASCA or an affiliate.
Article IV
Section 4 CLUB BUSINES
Section 4.1 Fiscal Year.
The club’s fiscal year is from January 1 to December 31. The Club’s official year shall begin immediately upon installation of its elected officers and end upon their termination of office.
Section 4.2 Membership meetings
4.2.1 One or more general meetings shall be held annually with the dates to be determined by the board. Members shall be notified of all meetings not less than 15 days prior to the selected date.
4.2.2 The board shall meet not less than 4 times yearly to conduct business of the club. The President may call special meetings of the Board at any time, with 15 days notice to the members of the Board.
A. A quorum shall consist of 5 Directors. The presence of a quorum is necessary for all voting. Unless otherwise specified in these Bylaws, the Board of Directors may pass any matter by a simple majority of those Directors present to vote.
4.2.3 Special meetings of the general membership may be requested in writing and signed by 25% of the general membership in good standing. A special meeting may only be requested by written petition to the Board of Directors. The petition must be given to the Board at least thirty days before the desired special meeting. The Secretary shall provide notice to the general members by telephone, fax or mail at least 15 days before the meeting.
Section 4.3 Voting by balloting of the entire membership may only be permitted in special cases as determined by these bylaws.
A. In cases of voting by balloting of the membership, a majority of 51% of the total Club membership roll shall be required to carry a decision. Should such balloting fail to elicit sufficient response from the membership to the effect a decision, the question shall be brought before the membership, the question shall be voted upon at that time. A majority vote of those in attendance shall then be considered sufficient to effect all decisions of the club.
Section 5 THE BOARD
The Board of Directors shall manage the affairs of the club.
Section 5.1 The Board shall consist of all officers of the Club and 4 additional club members elected from the general membership. Members of the board shall serve a one-year term of office, and shall be expected to attend a majority of meetings of the board (3) to affect the duties of their office
Section 5.2 The new Board shall assume office immediately after 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 6 OFFICERS
The officers of the Club shall consist of the President, Vice President, Secretary, Treasurer and Affiliate Representative. All officers must be members in good standing of ASCA. Persons who are currently suspended or expelled from ASCA may not run for office in this Club until they are reinstated in ASCA.
Section 6.1 President: who 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 offcio 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 Vice-President: who shall assume the duties of the President during his/her absence, illness or incapacity. In the event of resignation or death 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 of a like term of office.
Section 6.3 Secretary: who shall keep all records of the Club, record the minutes of all Board and general membership meetings, give notice to all members as may be required, and maintain all correspondence for the Club. The Secretary shall maintain within reach at all meetings, copies of Bylaws, special rules of order and Standing rules. The Secretary shall notify officers and Directors of their election to office.
Section 6.4 Treasurer: who shall be entrusted with all financial records and monies of the Club, shall collect dues and pay debts of the Club, and keep accurate records of all transactions under his/her supervision. The President or Treasurer must approve expenditures of amounts in excess of $125.00. All funds shall be deposited in a bank designated by the Board, for an amount not to exceed the balance of funds in the treasury. His/her books shall be open to inspection of the Board at all times, and he/she shall report the status of the club's finances at each general membership meeting. At the closing of the fiscal year, the treasurer, shall render a written report of the previous years accounts to the general membership at its next meeting (or annual meeting). The Treasurer has the duty of a fiduciary to the Club.
Section 6.5 Affiliate Representative: who shall be the Club liaison representative to the Australian Shepherd Club of America, Inc., and be empowered to represent the Club at its Board in all business and correspondence with the parent Club and its affiliates. However, all activities of the affiliate representative shall be subject to prior approval of the President and/or Board. He/she shall give report of all activities of and communications with the parent Club at each general membership meeting; and he/she shall communicate all impending matters with the Board and/or the President as they arise. The Affiliate Representative is responsible for distributing all ASCA business to the Club.
Section 6.6 Any vacancies occurring on the Board or among the officers of the Club shall be filled, until completion of that term of office, by a majority vote of the Board at its next regular meeting following the creation of the vacancy. Except for the office of the President as provided in these bylaws. Any member of the Board or officer of the Club who is absent from more than half of the board meetings may be resigned by reason of absence.
Section 6.7 Show Coordinators: shall be appointed by the Board of Directors. The show coordinators are the liaison between the Club and the ASCA show office. Show coordinators sign and are responsible for all paperwork pertaining to sanctioning of all ASCA show/trial programs.
Section 6.8 Club records. Each officer is responsible to maintaining records appropriate to the officer’s Club business. Records must be maintained in a form easily readable, transportable and maintainable by anyone qualified for the office. All records kept of whatever nature or form are the property of the Club. Each officer is responsible to transferring the Club’s records to his successor within 145 days following an election. Either the outgoing or incoming officer’s unexcused failure to affect this transfer automatically removes that person from good standing. If the incoming officer is the person preventing the transfer, the outgoing officer will continue in office until the transfer is completed.
Section 6.9 Removal of a Director. A director may be removed from office only upon an affirmative vote of 5 of the other Directors or upon two-thirds majority vote of the general members. The Director sought to be removed may not vote for this purpose. A director may be removed from office only for cause.
Section 7 LIABILITY OF MEMBERS
Section 7.1 Personal Liability
7.1.1 Except for payment of dues, no Director, Officer, or member shall be personally liable for any past or present dept or obligations of the Club.
7.1.2 A member may not incur debt for the Club without approval of the Board of Directors. Such a person is personally liable for the debt. However, the Board of Directors may ratify such a debt by a simple majority of those Directors present to vote at any meeting the Board of Directors.
7.1.3 No person shall use the name, mailing list or official insignia of the Club for other than Club purposes.
Section 8 GENERAL MEETING
Section 8.1 The annual meeting may be called by the President and Board as concurrent as possible with the election of new officers. Normal conduct of this meeting shall include a report of the President on the activities of the Club’s financial status by the Treasurer, a report by the affiliate representative on ASCA affairs, a report by outstanding committee heads as directed by the President, installation of new Club officers, and the presentation of Club awards.
Section 9 NOMINATIONS AND ELECTIONS
Section 9.1 On or before the 1st day of October, the President shall appoint a nomination committee which shall propose and present a slate of nominees for election to all officers of the Club and it’s board. The Nomination Committee shall consist of three members in good standing, one of whom must me a member of the Board. The President may not serve on the Nominating Committee. The Nominating Committee shall select it’s own Chairman. Said slate of nominees shall be presented to the Board no later than the 1st day of November.
A. No member whose dues are not paid may be a nominee.
B. No member who has not consented to nomination may be a nominee.
C. No member who has been suspended or expelled from ASCA may be a nominee.
Section 9.2 Before the 1st of November a general membership meeting shall be called to present the officer/Board nominee slate, as selected by the nominating committee, to the membership; or notice thereof shall be presented to the membership by mail. Additional nominations shall be solicited from the membership from the floor, or by mail. All additional nominees must consent to nomination on or before the 1st day of December to qualify for such nomination.
Section 9.3 Election shall be held during the month of December and shall be conducted by mail. Voting ballots shall be sent to all voting members on or before the 10th day of December and voting will cease on the 24th day of December. Election of the nominees shall be effected by a majority vote of the ballots received by the close of the voting date, as single exception to Article III, Section 3 of these by-laws. Elected candidates shall assume the duties of office on or before the 31st day of December. Write-in candidates shall be allowed in balloting. The agenda may also include other issues, which the Board wishes to submit to a vote of the members. (See Article XII Section 12.2)
Section 9.4 Nominations and elections cannot be made in any manner other than as provided herein.
Section 10 CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section 10.1 All financial accounts shall be in the name and to the credit of the Outback Australian Shepherd Club. The accounts shall be maintained in a federally insured financial institution located in the county where the Club conducts all or a majority of its business.
Section 10.2 All disbursements shall be made by check signed by the Treasurer and or the President
Section 10.3 The Board of Directors 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 the credit of the Club in the accounts specified in Section 10.1.
Section 11 CREATION AND TERMINATION OF COMMITTEES
Section 11.1 Subject to approval of the Board of Directors, the President may appoint permanent or temporary committees to advance the work of the Club.
Section 11.2 A committee may be terminated by an affirmative majority vote of the Board of Directors.
Article XII
Section 12 BYLAW AMENDMENTS
Section 12.1 Amendments to the Bylaws may be accomplished by a vote of the membership of the Club. Amendments may be proposed by the Board of Directors or by written petition signed by 20% of the members of the Club in good standing and addressed to the Secretary.
Section 12.2 Amendments must be submitted to a vote of the members within three months of any meeting of the Board of Directors in which the amendments were considered. Amendments proposed by petition must be accompanied by recommendations of the Board when published in the Agenda for the election. (See Article IX, Section 9.3.)
Section 12.3 Proposed Amendments to these Bylaws must be approved by ASCA before a final club vote on these amendments is initiated.
Article XIII
Section 13 DISPUTED AND DISCIPLINE
Section 13.1 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 decided in accordance with the dispute Rules as adopted by ASCA. Any discipline or sanctions issued or administered by the Club shall be in conformity with such rules.
Section 13.2 Any member who is suspended from the privileges of the Australian Shepherd Club of America, Inc. automatically shall be suspended from the privileges of the Club for a like period.
Section 13.3 Members of the Club and non-member participants in Club activities must agree to abide by all rules and procedures adopted by ASCA and those 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, ASCA ‘s Bylaws, the ASCA Show, Obedience and Stockdog Rules and Regulations, Registry Rules and ASCA ‘s Dispute Rules.
Section 13.4 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 its ideas, be subject to disciplinary action of the Board.
Section 14 DISSOLUTION
The Club may be dissolved at any time by written consent of at least three-fourths of the members in good standing.
Section 14.1 In the event of dissolution, whether by voluntary means, involuntary means, or by operation of law, none of the property, funds, assets or proceeds thereof shall be distributed to any member of the Club unless such distribution is to discharge and undisputed and properly documented obligation thereof must be donated to a benevolent animal organization or as a donation for the ASCA National Specialty or the Aussie Rescue fund as directed by the Board of Directors.
Section 14.2 Funds which are subject to dispute involving the Club will be deposited in the ASCA Dispute Funds Trust. At resolution of the dispute, the amount in dispute will be either disbursed to the appropriate claimant or transferred to the Aussie Rescue fund or the ASCA National Specialty fund in the name of the dissolving Club.
Section 14.3 Written notification of the dissolution must be given to ASCA before the effective date.
Established 1957
ASCA REQUIRED ADDENDUM TO AFFILIATE CLUB BYLAWS
OUTBACK AUSTRALIAN SHEPHERD CLUB
a. The Club is an official Affiliated Club of ASCA and shall not affiliate with any other dog club or registry.
a. Encourage and promote the breeding of purebred Australian Shepherds in such a manner as to bring their natural qualities to the highest degree attainable.
b. It shall strive to promote, educate and assist all owners of the breed to improve their knowledge of the breed and it’s history.
c. Protect and advance the interest of the Australian Shepherd breed and to encourage ethical breeding practices and sportsmanlike competition at all dog shows and trials.
d. Conduct Conformation Shows, Obedience Trials, Stockdog Trials and other events in conformity with ASCA rules and regulations.
e. Encourage all breeders of accept the ASCA breed standard as the only standard of excellence by which the breed shall be judged.
Effective 3/1/94