(note-in these By-laws the term “written” may be by electronic means)

1. Name and objectives

1.1 The Club’s name shall be Schapendoes Club of Canada and the Club’s area of operation shall be all of Canada.

1.2 The Club’s objectives shall be:

(a) To encourage and promote ownership, breeding, training, showing and all things possible to bring the Schapendoes’ natural qualities to perfection.

(b) To encourage members and breeders to accept the breed standards as approved by the CKC as the standard for owner excellence.

(c)To demonstrate and do the best they can to protect and promote the breed and to conduct and encourage sporting competitions for conformation, obedience, agility etc. under CKC rules.

(d) To promote and encourage development of the Schapendoes and to protect and advance the interests of the breed.

(e) The club will operate as a non-profit organization and any monetary overages will not benefit any member of the Club.


2. Memberships

2.1 The membership year of the Club corresponds with the calendar year.

2.2 Eligibility: The membership is open to any person of 18 years of age or older who subscribes to the objectives of the Club. There are three types of membership

(a) Individual member; must be a Canadian citizen and owner or admirer of a Schapendoes dog, to have completed the membership form and to have paid the membership fee as determined by the Club’s board of officers and directors (herein called “the Board”). The individual has full voting privileges and can become a candidate for a position on the Board.

(b) Family members: same as individual member but includes two adults residing in the same household having paid the membership fee as determined by the Board. The family members have full voting privileges same as an individual and can become a candidate for position on the Board.

(c)Non-resident members: The non-resident members are not Canadian residents and have completed the membership form and paid the membership fee as determined by the Board. The non-resident member does not have voting privileges and can not become a candidate for a position on the Board.

2.3 Membership fees: are to be paid on or before the first day of each year. No later than the first week of November the secretary will inform each member that the membership fees are due.

2.4 Membership form and approval: All membership requests must be done on an applicant form approved by the Board. It must be stated on the form that the applicant for membership subscribe to the Bylaws and rules of the Club. All members must supply the Club with their postal address, email address, and their phone number with the application. The Club must be informed of changes to address or phone numbers within 30 days of changes.

2.5 Refusal: Applications for membership shall be approved by ordinary resolution of the Board. Any applicant which has been rejected must be provided with a written reason for such rejection.

2.6 Cancellation of membership: the membership can be terminated for the following reasons:

(a) Resignation: any member may resign from the Club upon written notice to the secretary.

(b) Lapse: A membership will be considered as lapsed and terminated if the member’s dues are unpaid 90 days after January 1st; however, the Board may grant an additional 90 days of grace to such delinquent members in extenuating circumstances. In no case may a person be entitled to vote whose dues are unpaid as of the date of the voting.

(c)Expulsion: A membership can be terminated by expulsion as described in section 7 of these bylaws.


3. Meetings:

3.1 Annual meeting: The annual meeting of the Club will be held each year at a location and date determined by the Board. A notice of the meeting will be sent by the secretary to each club member not less than 30 days before the date of the annual meeting. A quorum for the annual meeting must be 5 of the members in good standing with the Club unless otherwise participating in accordance with section 3.4

3.2 Special meetings:

(a)The Board may call a meeting at any time by sending a notice to members for a special meeting.

(b) The Board is obliged to hold a special meeting when the secretary receives an official request in writing of such a meeting. This request must be signed by at least 50% of the members in good standing.

(c)Written notice of a special meeting will be sent by the secretary at least 30 days but not more than 45 days before the meeting and will specify the date, time and location as well as the purpose of the meeting. No other Club business may be discussed by Club members. A quorum for the meeting will be 5 of the members in good standing.

3.3 Board meetings: The Board shall meet immediately following an annual meeting without prior written notice. Other meetings of the Board shall be held at times and places which are designated by the President or by ordinary resolution of the Board.

(a) Written notice of Board meetings, other than following the annual meeting, shall be sent by the Secretary to each member of the Board at least 30 days prior to the date of the meeting.

(b) The quorum for a Board meeting shall be met if a majority of the Board is present in person or is otherwise participating in accordance with section 3.4

3.4 Alternatives to meetings: Except where these By-Laws expressly require otherwise, members in good standing may participate in the business of the Club and Officers or Directors may participate in the business of the Board without being personally present by having sent a letter to the Secretary indicating his or her vote on any one or more resolutions (other than held by secret ballot) which is signed by the member and which has come in to possession of the Secretary by mail or facsimile transmission before commencement of the meeting.


4. The Board (Officers and Directors)

4.1 The Board is entrusted with the general management of the Club, and is empowered to enact any further specific by-laws which are not inconsistent with these General by-laws. No more than three Board members may be elected from any one region, the regions as defined by the Canadian Kennel Club.

4.2 The Officers: Must be residents of Canada and 3 of the officers, including the president, must be Canadian Kennel Club members in good standing. The Club must have a bank account in the name of the Club and all cheques made by the club will have to be signed by two of the officers chosen by the Club. The Officers of the Board are the President, Vice president, Secretary and Treasurer (if necessary secretary/treasurer may be held by one person).

(a) The president will preside over the Board meetings and all general meetings. The president will have responsibilities as specified in these By-Laws.

(b) The vice president will be responsible and execute the responsibilities of the president in the event of the president’s absence or incapacity.

(c)The secretary maintains a record of all meetings and official business of the Club and of the Board and shall be responsible for all communications from the Board to the membership. The secretary may use any regular newsletter of the Club, which is sent to each member individually, as a method of sending notices, amendments, ballots, etc. The secretary shall issue notice of membership dues no later than the first week of December, and shall provide the members with a current membership list no later than July 31 of each year. (d) The treasurer will collect and receive all revenues of the Club and will give receipts therefore. At the annual meeting the treasurer shall present an account of all monies received and expended during the previous fiscal year. No later than thirty days after the election of the treasurer’s successor, the treasurer shall submit all Club financial records and books of account to the Auditor for review.

4.3 The Directors: must reside in the area they represent. A minimum of one director to be elected from among the members in accordance with section 5 until such time as their successors are elected.

4.4 Terms of position: Club Officers and Directors shall serve without remuneration and no Board member shall directly or indirectly profit from his position. By ordinary resolution of the board, a Board member may be reimbursed for reasonable expenses incurred in the performance of Club duties. The Board member will occupy their functions for the first day from which they are elected and will keep position for no more than two consecutive mandates (4 years) unless under extenuating circumstances upon which by ordinary resolution by the Board to remain for the good of the Club.

4.5 Removal and resignation: Board members shall be removable at any time and for any reason by ordinary resolution of the members at any annual meeting or special meeting. Any member of the Board may resign from the Board with written notice to the Board

4.6 Vacancies: Any vacancies occurring among the officers and directors during their term shall be filled until the next election by ordinary resolution of the remaining members of the Board. If the open position is the office of president it shall be filled automatically by the vice president and the resultant vacancy in the office of vice president shall be filled by the board.


5. Voting, Nominations, and Elections, Club year & auditor

5.1 Voting: Except as provided in section 3.4, at an annual general meeting or at a special meeting of the Club, voting shall be limited to those members in good standing who are present in the meeting, except for the election of officers and directors and amendments to the constitution and by-laws (and standard for the breed) which shall be decided by secret ballot. Voting by proxy will not be permitted. Voting shall not be by secret ballot except pursuant to section 5.2

5.2 Secret Ballots: The election of board members will be done by secret ballot. To be validated the ballots must be received by the secretary (or another person independent of the Club or by a firm designated by the Board). For each position, the candidate receiving largest number of votes shall be declared elected. In the event that two or more candidates for a single position shall each receive the largest of votes (a tie) the members present in person at the meeting shall vote by secret ballot. Successive secret ballots shall be held in this fashion until one candidate receives more votes than any other remaining candidate. Any position left vacant at the close of elections shall be filled by the incoming Board as per section 4.6

5.3 Nominating Committee:

(a.) The Board shall choose a nominating committee on or before September 15 of the year of elections. The committee will consist of a Chair, two other members and two alternates, all of whom are members of the Club in good standing and no more than one of whom may be a member of the current Board.       The nominating committee may conduct its business at any time and place and in any manner it may see fit

(b.) Candidates cannot be nominated for more than one position. The committee shall provide his or her written acceptance of candidacy and submit the slate of candidates to the secretary on or before October 15. The Secretary shall mail the list, including the full name of each candidate and the province in which he or she resides, to each member of the Club on or before November 1.

(c.) Nominations, other than by the nominating committee, may be made by filing a written petition with respect to the position with the secretary on or before December 1. The petition must be signed by two members, accompanied by the written acceptance, from the nominated candidate.

(d.) If no additional nominations are received by the secretary in accordance with paragraph (c.) on or before December 1, the nominating committee’s slate of candidates shall be declared elected at the time of the annual meeting, and no balloting is required.

5.4 Balloting: If one or more valid additional nominations is received by the secretary by December 1, the secretary shall mail to each member in good standing, with the notice of the annual meeting, a ballot indicating the list of all nominated for each position in alphabetical order with the names of the province or region where they reside in addition of a plain inner envelope addressed to the secretary identified “ballot”. The outer envelope must include the return address, a space for signature of the member to whom it was sent and the address of the Returning Officer. In order to keep the ballots secret, each voter will place their vote in the plain envelope after they have marked their ballots. The sealed plain envelope will be placed in the envelope addressed to the Returning Officer so that it is received no later than the commencement of the Annual Meeting at which the election is being held.

5.5 Returning Officers: The Board shall appoint one or more Returning Officers who shall check the ballots returned against the list of members in good standing prior to opening the outer envelopes and removing the envelopes marked “Ballot”. As soon as the ballots are counted, the committee will provide to the secretary a report of the election results. The results shall be kept secret until the time of announcement at the Annual Meeting.

5.6 Any candidate who shall declare, at the time of the Annual Meeting at which the Biennial Election of Officers and directors is being held, that he or she is unable to serve for any reason, shall not be declared elected and no votes for such a candidate shall be counted in determining the election to the office for which he or she had been a candidate.

5.7 The Club’s fiscal year shall begin on the first day of January and end on the 31 day of December of that year.

5.8 Auditor: At each annual meeting of an election year, the members shall appoint an Auditor who is not a Director or Officer of the Club. The Auditor shall audit the books of the account of the Club for the fiscal year end of the past two years, and shall give a report to the members of the Club at the next Annual Meeting. Within thirty days after an election, the Auditor shall receive from an outgoing Treasurer, all the Club financial records and books of account and the Auditor shall promptly review such financial records and make a report to the Board.


6. Committees

6.1 The Board may establish one or more standing or special committees to advance the work of the Club in special matters such as dog shows, obedience trials, trophies, membership, and any other business that are well served by committees. Each committee shall conduct its business at any time and place and in any manner it may see fit. Actions and decisions of committees will always be subject to the final decision of the Board. Any committee member may be terminated by ordinary resolution of the Board which termination is effective upon written notice to the affected committee member. The Board may appoint a successor to any person whose appointment has been terminated.


7. Discipline

7.1 Suspension of the CKC: All members suspended of the privileges of the CKC will automatically be deprived of the privileges of the Club for a similar period of time.

7.2 Complaints:

(a) Any member may report a complaint against another member for unethical conduct as looking in to the interest of the Club or the breed. The written complaint, including details of the unethical conduct, will be addressed in two copies to the secretary accompanied with a deposit of $50 that will be reimbursed if the defendant is recognized as guilty during a discipline committee audience.

(b) The secretary, once the complaint is received, will within 30 days forward one copy as well as an audience notice to the plaintive and the defendant as well as to each member of the discipline committee.

(c) The date of the audience will be determined at the latest 90 days after the date of the receipt of the complaint. If the audience is made up of the Board members, a minimum of three members must be present. In the case where the audience will be assumed by a discipline committee, at least a majority of the committee is required to be present. If the complaint is against the secretary, the president will then have to act with respect to this constitution.

7.3 The audience: The administrative committee or the discipline committee will have to ensure that the plaintive and the defendant are treated equitably and respect general rules of justice. If a complaint is confirmed after having listened to all proves and witnesses the committee will by vote of majority impose a penalty appropriate. The secretary will then have to inform each party of the decision within 30 days. 7.4 Expulsion:

(a) The expulsion of a member of the Club will be executed during an annual general meeting of the Club following an audience and by the recommendation of the Board or the discipline committee. The president will read the complaint and do a report on results and recommendations of the Board or discipline committee. He will invite the defendant, if present, to take a stand if he desires. The members will then have to vote by secret ballot on the proposed expulsion. A majority of 2/3 or those present is necessary to proceed to the expulsion.

(b) To the discretion of the Board an expulsion may be done by a vote by mail. Here again a majority of 2/3 of eligible members is necessary to proceed to expulsion. Vote by proxy is not authorized.

8. Amendments

8.1 Proposing amendments: Amendments to the By-Laws and to the breed standard may be proposed by the Board or by written petition addressed to the secretary and signed by 25% of the members in good standing. Amendments proposed by petition are reviewed by the Board during a regular meeting. They must then be submitted to club members with the recommendations of the Board within 90 days of the date of the receipt of the petition by the secretary.

8.2 Amendments by vote: The By-Laws and Standard of the breed may be amended at any time as long as one copy of the proposed amendment was sent by the secretary to each member in good standing accompanied by a ballot on which they can indicate their choice for or against the proposed amendments. The procedures

of double envelope will apply to process these votes to ensure secret ballots. The notice accompanying the ballot will have to specify a date not less than 30 days of the shipping date of the bulletins back to the secretary. Amendments shall be passed if approved by the votes of at least 2/3 of all eligible voting members in good standing. For Canadian Kennel Club purposes, the amendments are accepted only once written approval is granted by the Canadian Kennel Club.


9. Authority

9.1 The Parliamentary Authority for this Club shall be Roberts Rules of Order Newly Revised, in all cases where applicable and in which they are not inconsistent with the Act or these By-Laws.


10. Dissolution  

10.1 Dissolving the Club: The Club can be dissolved at any point by written consent documented by at least 2/3 of all members eligible to vote. Votes by proxy are not permitted. In the case of dissolving the Club other than for the purpose of reorganization either voluntary or involuntary or legally no Club property or   revenue can be distributed to members of the Club. Its possessions will be donated to a volunteer society as selected by the Board.

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