Bylaws

Bylaws

Approved by the American Kennel Club, August 2005.

ARTICLE II: NAME AND OBJECTIVES

Sec. 1: The name of the Club shall be THE OLD ENGLISH SHEEPDOG CLUB OF AMERICA, INC.

Sec. 2: The objectives of the Club shall be:

(a) To encourage, protect, and promote the breeding of purebred Old English Sheepdogs and to do all possible to bring their natural qualities to perfection.

(b) To urge members and breeders to accept the Standard of the breed, as approved by the American Kennel Club, as the only standard of excellence by which Old English Sheepdogs shall be judged.

(c) To do all in its power to protect and advance the interests of the breed, to encourage sportsmanlike competition at dog shows and obedience trials.

(d) To conduct sanctioned matches, specialty shows and obedience, agility and herding trials under the rules of the American Kennel Club.

(e) To encourage and assist in the organization of independent local OES clubs in those locations in which the number of fanciers of the breed is sufficient to meet the requirements of these Bylaws for local club membership, and to offer guidance to these clubs through membership in the parent club.

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

Sec. 4: The members of the Club shall adopt and may from time to time revise such Bylaws as may be required to carry out these objectives.

ARTICLE II: MEMBERSHIP

Sec 1: There shall be five classes of membership: Regular, Junior, Honorary, Associate and Local Old English Sheepdog Club.

(a) Regular Membership shall be open to all persons 18 years of age and over who are in good standing with the American Kennel Club and who subscribe to the purposes of the Club.

(b) Junior Membership shall be open to all persons between 10 and 18 years of age who are in good standing with the American Kennel Club and who subscribe to the purposes of this Club. Junior Membership is provided in order to encourage in such young people an interest in breeding, showing, caring for dogs and to instruct them in the operation of purebred dog clubs. Junior Members shall be entitled to all rights and privileges of membership except the right to vote, to hold elective office, and to receive Club Yearbooks without additional charge.

(c) Associate membership shall be open to all persons 18 years of age and over who reside outside the United States, who are in good standing with the American Kennel Club, and who subscribe to the purposes of the Old English Sheepdog Club of America. Associate members shall be entitled to all rights and privileges of membership except the rights to vote and to hold elective office. Associate members receive the club magazine and the Yearbook. Those holding Regular membership status before the date of approval of this Section shall retain their Regular Member status with all rights and privileges, including voting.

(d) Honorary Membership. The members of the Club may from time to time recognize significant contributions to the breed by election of an individual to Honorary Membership in the Club. Nomination of any person to Honorary Membership shall be by petition signed by 30 Regular Members and filed with the Secretary on or before the 10th day of August in any year. No approval by the Board of Directors shall be required and election of a nominee shall be by two-thirds majority of the eligible votes cast in a mail ballot at the time fixed for the next annual election ballot. No individual shall be deemed to be an Honorary Member until his consent has been obtained in writing. Honorary Members shall pay no dues and shall be entitled to all the rights and privileges of membership, except the right to vote, and hold elective office in the Club but an Honorary Member may, at the same time, hold a Regular Club Membership.

(e) Local Old English Sheepdog Club Membership shall be open to any organized local Old English Sheepdog club which at the time of its application has during the last 24 months maintained and still maintains a regular membership of at least 10 persons of whom at least two unrelated to each other are and have for at least two consecutive years been members of the applicant club and of this Club. It shall be entitled to all the rights and privileges of membership except the right to vote or hold elective office in the Club. None of its members who are not also members of the Club as individuals shall be entitled as individuals to any of the rights and privileges of members of the Club. It shall be entitled to be represented by a delegate at meetings as covered in Article IV Sec. 9 and in Article VII Sec. 2(a).

Sec. 2: Dues

(a) Membership dues for each class of membership for which dues are required and shall be fixed or changed by the voting members on recommendation of the Board of Directors. Maximum membership dues shall be changed upon the recommendation of the Board of Directors and voted on by the members by simple majority. The amount shall be established by the Board and members and published in the Policy and Procedures Manual. A Household Membership will consist of two Individual Regular Memberships for any two people residing at the same address who will have separate voting rights and receive only one copy of Club publications and Club mailings other than ballots. Upon recommendation of the Board of Directors a vote to change the dues for any class of membership shall be taken by mail ballot in accordance with the provision of Article Vl and shall be a simple majority. No such vote shall become effective until the beginning of the fiscal year next following the counting of the ballots except that such vote taken and counted with the annual elective ballot may be effective retroactively to October first of the year in which such vote was counted. The ballot on a proposal to fix or change the dues for any class of membership shall state the date on which such proposal would become effective if adopted.

(b) Dues shall be payable upon application for membership and shall be due annually thereafter on October first of each year. During the month of August, the Treasurer shall send to each member a statement of his dues for the coming fiscal year. Any member in default of dues after November 30th shall not be considered a member in good standing.

Sec. 3: Application for Membership

(a) Applicants for Junior or Regular Memberships shall apply to the Corresponding Secretary on a form approved by the Board of Directors which shall provide that the applicant agrees to abide by these Bylaws, the Code of Ethics of the Club and the rules of the American Kennel Club. Each application must carry the endorsement of two members unrelated to each other and unrelated to the applicant and must be accompanied by the payment of dues for the current year.

(b) A local Old English Sheepdog club desiring membership in the Club shall apply to the Vice‑President and shall file with its application the comments thereon of the Regional Director for the Region in which the club is organized, a copy of its Bylaws; a list of its officers directors and members together with their addresses; a statement that it agrees to abide by these Bylaws, the Code of Ethics of the Club, and the rules of the American Kennel Club; and an acknowledgment that the OESCA Inc. will not be responsible for any indebtedness of the member club. Such application must be accompanied by the payment of dues for the current year. The Vice-President shall forward the application to the Corresponding Secretary together with his comments as Chairman of the Local Old English Sheepdog Club Relations Committee.

(c) A list of all new applicants for membership shall be published in the Club publication. Members shall have 30 days from the first of the month next following the month of publication to file any objection to the acceptance of any applicant. Such objection and the reason(s) therefor shall be filed with the Secretary in writing and shall be signed. Immediately upon receipt of such objection, the Secretary shall send a copy of the objection to each member of the Board of Directors, to the applicant, and to the applicant's endorsers. As soon as the time for filing of member objections has expired and all objections received have been forwarded to the members of the Board of Directors, the Board of Directors shall vote upon the applicants for membership. If no objection has been received, an applicant shall be accepted to membership upon the favorable vote of a majority of the Board. A favorable vote of two-thirds of the membership of the Board of Directors shall be required to accept an application to which an objection has been received. The Secretary shall notify the Corresponding Secretary of the decision of the Board of Directors in the case of each applicant. It shall be the duty of the Corresponding Secretary to notify each applicant of his acceptance or rejection as a member. An applicant who has received a negative vote by the Board of Directors may be presented by one of his endorsers at the next Annual Meeting and the Club may elect such applicant to membership by the favorable vote of 75 percent of the members present. Any applicant voted upon and rejected for membership shall not be eligible to reapply for 18 months following such rejection.

Sec 4: Members in Good Standing

(a) A member in good standing is one who has been accepted for membership, whose dues have been paid by the 30th day of November, whose membership has not been terminated and is not under suspension under any provision of these Bylaws, and who is in good standing with the American Kennel Club. The term "member" as used herein shall mean a member in good standing unless otherwise specifically provided.

(b) To remain a Member in Good Standing, any member owing money to the Club, or who is in possession of Club property, must satisfy the debt or return the Club property within 30 days of the date of written notification by the Secretary, acting on a resolution from the Board of Directors, that the debt must be paid or that the Club property must be returned to the Club Secretary. Failure to do so shall automatically result in loss of Member in Good Standing status, and if the debt remains unsatisfied or the property not returned within a 90 day period following the date of the same written notification, this may be cause for action for expulsion under the provisions of ARTICLE VIII, Sec. 2 (d) of these bylaws. The 30 and 90 days will initiate from the postmark of the written notification.

(c) The right to vote on questions before the Club, to hold office or serve on the Board of Directors, to be awarded Club trophies, or to exercise any of the other rights and privileges of membership otherwise specifically provided in these Bylaws or usually pertaining to Club membership shall be limited to members in good standing subject only to the specific limitations on the respective classes of membership set forth in Sec. 1 of this Article.

Sec. 5: Termination of Membership

(a) Membership may be terminated by resignation, lapsing, or expulsion.

    1. Resignation.  Any member may resign from the Club upon written notice to the Secretary but no member may resign when in debt to the Club.
    2. Lapsing.  A membership shall be deemed to have lapsed and shall be automatically terminated if the member's dues are unpaid after the 30th day of November.
    3. Expulsion.  A membership may be terminated by expulsion at a Special Club Meeting as provided in Article VIII of these Bylaws.

(b) Any person or local Old English Sheepdog Club ceasing to be a member for any cause whatsoever and at the same time having possession or custody of any club property, shall immediately on such cessation return all such property to the Secretary and shall be given a receipt for the same.

ARTICLE III: OFFICERS AND DIRECTORS

Sec 1: The Board of Directors shall consist of the seven Officers listed below, a Director at Large who may serve as Editor of the Club Bulletin and one Regional Director from each of the five Regions described below, all of whom shall be residents of the U.S.A.

Sec 2: The term of office of each of the members of the Board of Directors shall be two years.  The Officers and Directors shall be elected in the manner described in Article V, and shall serve so long as they remain in good standing until their successors are elected and qualified.

Sec 3: Each of the following five regions of the United States and Canada shall be represented on the Board of Directors by the Regional Director who shall be a resident of the United States within the Region so represented:

(a) EASTERN REGION:   Connecticut, Delaware, District of Columbia, Maine, Maryland, Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania, Rhode Island, Vermont, and the Provinces of Quebec, Newfoundland, Prince Edward Island, Nova Scotia, and New Brunswick.

(b) SOUTHERN REGION:   Alabama, Florida, Georgia, Louisiana, Mississippi, North Carolina, South Carolina, Virginia, and West Virginia.

(c) CENTRAL REGION:   Illinois, Indiana, Kentucky, Michigan, Ohio, Tennessee, Wisconsin, and the Province of Ontario.

(d) GREAT PLAINS REGION:   Arkansas, Colorado, Iowa, Kansas, Minnesota, Missouri, Montana, Nebraska, New Mexico, North Dakota, Oklahoma, South Dakota, Texas, Wyoming, and the Provinces of Manitoba, Saskatchewan, and the Northwest Territories.

(e) WESTERN REGION:   Alaska, Arizona, California, Hawaii, Idaho, Nevada, Oregon, Utah, Washington, and the Provinces of Alberta, British Columbia, and the Yukon Territory.

(f) Other foreign memberships shall be represented by the Vice-President.

Sec 4: The Board of Directors shall direct and supervise the activities of the Club and shall take such action consistent with these Bylaws, as it may deem necessary to implement the objects of the Club and to perform its duties hereunder.

Sec 5: The Officers of the Club shall be: President, Vice-President, Secretary. Corresponding Secretary, Treasurer, Delegate to the American Kennel Club, and Past President. They shall serve in their respective capacities both with regard to the Club and its meetings and to the Board of Directors and its meetings.

(a) The President shall be the chief administrative officer of the Club and shall preside at each meeting of the Club and of the Board of Directors. He shall be an ex-officio non-voting member of all committees except the Nominating Committee, on which he shall not serve. At each meeting of the Club he shall report in writing on its condition and activities.

(b) The Vice-President shall perform the duties of the President during the temporary absence or incapacity of the President and shall succeed to the office of President should that office became vacant. He shall be Chairman of the Local Old English Sheepdog Club Relations Committee. He shall perform such other duties as may be assigned by the President or the Board of Directors.

(c) The Secretary shall keep a record of the proceedings at all meetings of the Club and of the Board of Directors, of all votes conducted by mail, and of all matters of which a record shall be ordered by the Club or by the Board of Directors. He shall have charge of all files and papers of the Club and of its Seal. He shall have at all times an up-to-date list of the members of the Club and their addresses. He shall keep the Kennel Club informed of any changes in the Club's Officers and Bylaws. He shall perform such other duties as are prescribed in these Bylaws or as may be assigned by the Board of Directors.

(d) The Corresponding Secretary shall conduct Club correspondence except that which is delegated herein to the Secretary. He shall receive and process membership applications; notify the Secretary, Treasurer, and Editor of the Bulletin of all additions to and changes in the membership roster; notify members of the meetings of the Club: and notify members of the Board of Directors of meetings of the Board.

(e) The Treasurer shall collect and receive all money due or belonging to the Club and shall deposit such funds in the name of the Club in a bank or banks designated by the Board of Directors. He shall pay the bills of the Club as authorized by the Board of Directors or by the members of the Club at a meeting. He shall keep the books of the Club in a manner consistent with accepted bookkeeping practices, and such books shall be open to members upon reasonable notice. He shall report quarterly to the Board of Directors and also to each meeting of the Club and of the Board of Directors the condition of the Club's finances and all receipts and payments not before reported to them, and at the Annual Meeting he shall render an account of all moneys received and expended during the previous fiscal year. He shall make or cause to be made on behalf of the Club whatever tax reports are required by law to be made to federal or state agencies. He shall be bonded at the expense of the Club and shall have his accounts audited during the month of September by a committee of three members appointed by the Board of Directors, and their report shall be submitted at the next Annual Meeting.

(f) The Delegate to the American Kennel Club shall represent the Club at meetings of the American Kennel Club and shall report to the Board of Directors and to the membership on all matters before the American Kennel Club which affect the breeding and showing of Old English Sheepdogs and the operation of local or national specialty clubs.

(g) The Past President shall advise the President and other members of the Board of Directors as to current and former policies, procedures, and actions of the club, its Board of Directors, and its various committees.  The purpose of this position is to make available to the Board of Directors for smooth transition of administration the expertise, knowledge and experience of the immediate Past President when available. The office of Past President shall be limited to one year immediately following the end of the President's term of office. During that one year the Past President will be a voting member of the Board of Directors.

Sec 6: In addition to such qualifications as may appear in these Bylaws, candidates for the offices of President, Vice-President, and Delegate to the American Kennel Club shall have been members of the Club for at least three years prior to the day of their nomination.

Sec 7: Any vacancy, except in the office of President or Past President, occurring on the Board of Directors during a term of office shall be filled until the next annual election from among the qualified members of the Club by a majority vote of the remaining members of the Board of Directors. The office of President shall be filled automatically by the Vice-President. The office of Past President shall remain vacant if the immediate Past President is elected or appointed to any other position on the Board of Directors or is such person is unavailable or ineligible to serve in the office of Past President.

ARTICLE IV: MEETINGS

Sec 1: There shall be an Annual Meeting of the Club held on a date from September 15 through November 12 in conjunction with the Club's specialty show if possible at the place designated before the first of May of each year by the Board of Directors.

Sec 2: A Special Meeting of the Club may be called by the President, and shall be called by the Secretary upon receipt of a petition stating the purpose of such meeting and signed by 30 members. A Special Meeting shall be held at such place, date, and hour as may be designated by the Board of Directors.

Sec 3: The Board of Directors shall meet when called by the President or upon written request of four members of the Board addressed to the Secretary. The board may conduct a board meeting in person, or by either telephone conference call or video conference, provided the full board has access to and agrees to its use. The Board may conduct its business by mail through the Secretary, in which case those members of the Board whose vote on any motion, proposal, or issue is received within three weeks after the mailing of notification by the Secretary shall be considered to have been present and voting at a meeting of the Board, provided that replies are received from a sufficient number of the Board members to constitute a quorum of the Board for a meeting.

Sec 4: Written notice of the Annual Meeting and of a Special Meeting of the Club shall be mailed at least 21 days but not more than 30 days prior to the date of the meeting. The notice of a Special Meeting shall state the purpose of the meeting, and no other Club business may be transacted at such meeting. Written notice of each Board Meeting shall be mailed by the Corresponding Secretary to each member of the Board at least 14 days prior to the date of the meeting.

Sec 5: A quorum for meetings of the Club shall be 30 voting members or 10 percent of the voting membership, whichever is less. A quorum for meetings of the Board of Directors shall be a majority of the current membership of the Board.

Sec 6: Voting by proxy shall not be permitted. Except as otherwise specified in these Bylaws, all matters before the membership at an Annual or Special Meeting or by mail ballot, and all matters before the Board of Directors shall be decided by a majority of the eligible votes cast at the meeting or on the ballots.

Sec 7: The Board of Directors may submit specific questions to the voting membership of the Club for decision by mail ballot. Such balloting shall be conducted in the manner prescribed in Article VI. Matters decided in such a manner shall have the full weight and force of matters decided at a meeting of the Club.

Sec 8: The Minutes of the Annual Meeting shall be published in the Club publication not later than the December issue, and the Minutes of a Special Meeting shall be published promptly in the Club publication. Any action taken by the membership at an Annual or Special Meeting, except taken at a Special Meeting under the provisions of Article VIII, and any action taken by the Board of Directors, except action taken under the provisions of Article VIII, shall be brought promptly to the voting membership of the Club for decision by mail ballot if a petition for that purpose is submitted to the Secretary within 30 days after the first day of the month next following the month in which Minutes of the meeting or notice of the Board action is published in the Club publication. Said petition must be signed by at least 20 percent of the Regular Membership as constituted on the first day of the month in which the minutes of the meeting or notice of the Board action is published in the Club publication.

Sec 9: Each member Local Old English Sheepdog Club shall be entitled to be represented at Annual and Special Meetings of the Club by a delegate and an alternate who shall be entitled to express the opinion of such Local Club in discussions on issues presented at such meetings, but who shall not be entitled to a vote on behalf of the Local Club. When such delegate or alternate is also a Regular Member of the Club, he shall be entitled to vote only in his own behalf.

ARTICLE V: CLUB YEAR, NOMINATION, ELECTIONS

Sec 1. Club Year. The Club's fiscal year shall begin on the first day of October and end on the 30th day of September. The Officers and members of the Board of Directors shall, if qualified, take office immediately as the last order of business at the Annual Meeting and each retiring Officer and member of the Board of Directors shall, within 30 days thereafter, turn over to his successor in office all properties and records relating to that office.

Sec 2. Nominations

(a) The Board of Directors shall before June 1, appoint a Nominating Committee consisting of one member and one alternate from each of the five regions designated in Article III, Sec 3, none of whom shall be a member of the Board, and shall appoint a Board member to act as Chairman of the committee. The Chairman shall have a vote on the committee only in case of a tie vote. An alternate shall serve on the Nominating Committee only in the event that the member from his region shall be unable or unwilling to serve. The Nominating Committee may conduct its business by mail through its Chairman. The names of the Chairman, members, and alternates of the committee shall be published in the Club Bulletin for June.

(b) The Nominating Committee shall nominate from among the qualified members of the Club one candidate for each of the offices and for each of the other positions on the Board of Directors, and shall secure the acceptance of each nominee stating that he will serve if elected. The committee shall consider all qualifications required for each office, as well as the desirability of creating an equitable geographical representation on the Board. The Nominating Committee shall submit its slate of candidates satisfying these requirements to the Corresponding Secretary, who shall mail the list of nominees to each voting member of the Club on or before July 10th.

(c) Additional nominations for election to any of the offices or positions may be made from among the qualified members by written petition addressed to the Secretary and received at his regular address on or before August 10th, signed by 30 Regular Members, and accompanied by the written acceptance of such additional nominee signifying his willingness to serve if elected. A copy of the nominating petition shall at the same time be mailed to the Corresponding Secretary.

(d) No person shall be a candidate at the same time for more than one elective office or position on the Board of Directors, nor shall he be the incumbent at the same time in more than one office or position on the Board of Directors, but upon appointment to a second position on the Board of Directors shall resign his first position upon acceptance of the appointment.

Sec 3:  Elections shall be conducted by mail in accordance with the provisions of Article VI. When there are two or more candidates for a particular Board position, the person receiving the largest number of votes shall be declared elected. Where there are no additional nominations made by petition, no voting procedure shall be required, and at the Annual Meeting, the slate or any unopposed nominee thereon presented by the Nominating Committee shall be declared unanimously elected.

ARTICLE VI: MAIL BALLOTS

Sec. 1: Ballots cast by mail shall be counted in such a manner that no other person can know how any member has voted.

Sec. 2: Election Ballots

(a) Each election ballot shall indicate the date on or before which the ballot must be received in order to be counted. If the ballot contains any office for which there is more than one candidate, the Board shall appoint an independent professional firm to receive and count the ballots. If there are no additional candidates to the slate submitted by the Nominating Committee the completed ballot shall be returned to the Secretary. No ballot shall be counted which is received by the Secretary less than five days preceding the day of the Annual Meeting.

(b) On or before August 25th, the Corresponding Secretary shall mail to each voting member a ballot listing all the nominees for each office and position in alphabetical order, together with an envelope marked "Ballot" and a return envelope addressed to the Secretary or designated professional firm. The return envelope shall be marked "Ballot" on the front, and shall bear on either its face or its back, the name of the member to whom it was sent. Each voter shall seal his voted ballot envelope, which he shall then place in the return envelope and mail to the Secretary or the designated professional firm. Ballots mailed to household members shall be mailed with one return envelope, but each ballot therein must be contained in an individual ballot envelope.

(c) If the ballots are received by the Secretary, two Inspectors of Election and as many assistants as necessary, none of whom shall be candidates for election or members of the Board of Directors or related to any candidate or Board member, shall be appointed by the Board of Directors to count the ballots. The Inspectors of Election may select from the membership, as many additional qualified assistants from the membership as necessary, before beginning the counting of ballots. The Inspectors shall fix the time to begin the counting of ballots, but in no case shall the time be more than 24 hours before the time fixed for convening the Annual Meeting, and the Secretary shall at such time deliver to them the unopened return envelopes in alphabetical order together with his complete membership roster. Counting of election ballots shall begin as soon as Inspectors and their assistants are present together at the time fixed and shall continue without adjournment until completed.

(d) The Inspectors and their assistants shall check the return envelopes against the Secretary's list of Club members prior to opening them. No return envelopes from ineligible voters shall be opened. No ballot that is not sealed in an inner ballot envelope shall be removed from a return envelope or certified as an eligible ballot, but the Inspectors shall both make signed note of the circumstances on the return envelope. The ballot envelopes from eligible voters shall be removed from their return envelopes, mixed, and then opened and votes tallied. The Inspectors shall then certify the eligibility of the votes counted and the results of the voting to the Annual Meeting.

(e) If an independent professional firm is designated by the Board to receive and tally the election ballots, the Corresponding Secretary shall provide the firm with a list of members eligible to vote, no less that ten (10) days prior to the date set for notification of the Secretary of the results of the voting. The professional firm shall check the returns against the list of eligible voting members prior to opening the outer envelopes and removing the ballot envelopes. No return envelopes from ineligible voters shall be opened. No ballot that is not sealed in an inner ballot envelope shall be removed from a return envelope or certified as an eligible ballot, but the professional firm shall make signed note of the circumstances on the return envelope. The professional firm shall certify, in writing, the eligibility of the votes counted and the results of the voting and submit an original written report to the Secretary on the weekday nearest to 14 days prior to the date of the Annual Meeting, with copies to each Board member. The Secretary shall immediately notify each candidate of the election results by verifiable means, and notify the membership by the most immediate means available for mass communication; ideally the Club's web site on the internet.

Sec 3: Other Ballots

(a) Ballots on issues submitted to the membership by mail under any other provision of these Bylaws shall be mailed, certified, and counted in the same manner as for elections, except that such counting shall take place at the residence of the Secretary on the day appointed in each case by the Board of Directors. The day appointed for the counting shall in no case be sooner the day following the last day for return of ballots.

(b) Each ballot shall state the question to be decided, the authority in the Bylaws under which it is presented, and the date on or before which the ballot must be received in order to be counted. It may also contain or be accompanied by any explanatory statement approved by the Board of Directors. Unless otherwise specified in these Bylaws, the date for return of ballots shall be no less than 30 days from the date of mailing by the Corresponding Secretary.

(c) In no case shall the return envelopes be opened and the counting of ballots commence until the day appointed for counting, nor until the Secretary and the Inspectors of Election appointed for counting the ballots are all present together.

(d) The Inspectors shall certify the eligibility of the votes counted and the results of the voting to the Board of Directors, and their report shall be published promptly in the Club publication.

Sec 4: All election or other ballots and all return envelopes, whether opened or not, shall be retained by the Secretary for a period of six months after the day of counting, during which time they shall be available for inspection, at the residence of the Secretary, by any Club member upon written request approved by the Board of Directors. In no case shall any ineligible ballot left by the Inspectors in an opened or unopened return envelope be removed and examined. Upon the expiration of six months, all ballots and return envelopes shall be destroyed by the Secretary if no protest is filed with the Board of Directors.

Sec 5: Any member may observe the counting of any ballots and the certification of eligibility of ballots and results of the voting, by presenting a written request to the Secretary 10 days before the day specified for the return of ballots, but such observer shall not participate in the handling or counting of any ballots. The Secretary shall notify such member of the time and place fixed for the counting of ballots and shall notify the Inspectors of Election that such member has been qualified as an observer. No person who is not qualified as an observer or who is not appointed as an Inspector of Election or assistant shall be present at the counting of ballots or at the certification of eligibility and results.

ARTICLE VII: COMMITTEES

Sec 1: Except as otherwise specified in these Bylaws, the Board of Directors shall appoint all committees and committee chairmen. All committees shall be subject to the final authority of the Board of Directors and any committee appointment may be terminated by the Board upon written notice to the appointee, and the Board may appoint successors to those persons whose service has been terminated. Upon the appointment of a successor or the termination of a committee, the committee members shall within 30 days turn over to their successors or the Club Secretary all properties or records relating to that committee.

Sec 2: The standing committees listed below shall be appointed each year to advance the work of the Club. Such other committees may be appointed from time to time as may be required or helpful to advance the work of the Club in areas of continuing concern or on particular projects.

(a) The Local Old English Sheepdog Club Relations Committee shall be composed of the Vice-President as Chairman and a delegate and alternate from the membership of each member Local Old English Sheepdog Club. The committee shall meet bi-annually, either in person or by mail, and may be called into meeting by either the President or Vice-President of the Club or by petition of a majority of the committee members filed with the Secretary of the Club. For the purpose of calling a meeting, a delegate and alternate from one member club shall be counted as one member of the committee. The committee shall discuss and coordinate activities and plans of concern to local clubs, and may recommend to the Board policy on matters relating to the breed and the OESCA as a whole. It shall also recommend to the Board of Directors policies and programs for the encouragement and assistance of local clubs and shall assist in carrying them out if adopted.

(b) The Trophies and Awards Committee shall meet either in person or by mail at the call of either its Chairman or the President. It shall recommend to the Board of Directors policies and procedures governing the awarding of all Club trophies or awards, the offering of new trophies or awards, and the eligibility of persons or dogs to receive any of them. The Chairman of the committee shall have custody of all Club trophies until won, and such Club trophies shall be insured at the expense of the Club. He shall supervise and keep a systematic record of the awarding of all Club trophies and awards. He shall advise show Superintendents or bench show committees when the Clubs special prizes will be offered at their show. He shall advise the Board of Directors promptly when any Club trophy is won outright and retired from competition. He shall inform the Secretary and the American Kennel Club of any change in the Club's list of special prizes.

ARTICLE VIII: DISCIPLINE

Sec 1: Suspension by the American Kennel Club. Any member who is suspended from the privileges of the American Kennel Club shall automatically be suspended from the privileges of membership in the Club for a like period, and the Secretary shall notify him of such suspension.

Sec 2: Charges of Misconduct.

(a) Any member may prefer charges against another 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 $50, which shall be forfeited if a hearing is held, as provided below, and the charges are not sustained.

(b) The Secretary shall promptly forward a copy of the charges and specifications to the members of the Board of Directors. Each member of the Board of Directors shall consider first whether the actions alleged in the charges, if proved, might constitute conduct prejudicial to the best interests of the Club or the breed. If a majority of the Board considers that the charges allege such conduct, the Board shall order a hearing and shall appoint a hearing committee of not less than three and not more than nine members of the Club having no direct personal involvement in the issues to be heard, and shall fix a date and time for such hearing at a place within the region where the defendant resides. The date fixed shall be not less than three weeks and not more than six weeks after notice is mailed to the parties. If a majority of the Board does not consider that the actions alleged in the charges, if proved, might constitute conduct prejudicial to the best interests of the Club or the breed, a hearing shall not be ordered, and the deposit shall be returned.

(c) If a hearing is ordered by the Board, the Secretary shall promptly send, by certified return receipt mail, to the defendant and to the accusing party, a copy of the charges and specifications together with a notice of the place and time set for the hearing, of the names of the members of the hearing committee, and of the right of each party to be represented by counsel.

(d) The Board of Directors may prefer charges against a member for alleged misconduct prejudicial to the best interests of the Club or the breed. The matter shall be decided by a vote of the entire Board. If a majority of the Board considers that the charges, if proved, might constitute conduct prejudicial to the best interests of the Club or the Breed, the Board shall order a hearing committee of not less than three and not more than nine members of the Club having no direct personal involvement in the issues to be heard, and shall fix a date and time for such hearing at a place within the region where the defendant resides. The date fixed shall be not less than three weeks and not more than six weeks after notice is mailed to the defendant. If a majority of the Board does not consider that the actions alleged in the charges, if proved, might constitute conduct prejudicial to the best interest of the Club or the breed, a hearing shall not be ordered.

(e) For the purpose of assuring orderly and fair proceedings and to protect the basic civil rights of any accused person, the Board of Directors shall adopt and print rules of procedure and from time to time may amend these rules of procedure not inconsistent herewith for the conduct of such hearings, and such rules shall be binding upon the parties. A copy of such rules shall be provided to the committee members and to the parties, at least three weeks prior to the hearing in each case.

(f) If, upon hearing the evidence and testimony of the parties and their witnesses, the committee shall sustain the charges, it may suspend the defendant from the privileges of membership in the Club for a period not exceeding six months from the date of the decision, except that a defendant so suspended shall be permitted to pay dues owed during such suspension. In addition, the committee may by unanimous vote recommend to the Board of Directors that the defendant be expelled from the Club by the membership at a Special Club Meeting.

(g) The findings, decision, and recommendation of the committee shall be communicated immediately to the parties in open session of the committee and shall be written and along with all transcripts, official records, correspondence, etc., filed with the Secretary, who shall promptly mail a copy of the decisions and recommendations to each of the parties and to each of the members of the Board of Directors. If disciplinary action is taken or recommended, the Secretary shall also notify the defendant of his or her right to appeal according to the guidelines of these Bylaws.

(h) Upon receipt of official notification of suspension, the defendant may within 30 days appeal in writing to the Board of Directors. The 30 days will initiate from the postmark of the official notification. The appeal shall set forth the grounds on which it is based. Should the Board entertain the appeal, it shall be referred to a committee of the Board of no less than three members for hearing.

(i) If expulsion is recommended, the Board of Directors shall have 30 days from the date of the Secretary's mailing of notification in which to consider the report of the committee. If a majority of the Board shall approve such recommendation, the President shall call a Special Meeting of the Club to consider the question of expulsion of the defendant. If expulsion is not so voted, the suspension shall stand.

(j) No member may be expelled from the Club except at a Special Club Meeting following a hearing under this Article and upon recommendation of the hearing committee and of the Board of Directors. The defendant may appear in his own behalf at such Special Club Meeting and may be accompanied or represented by counsel, any suspension notwithstanding, but no other testimony shall be heard. The meeting shall vote by secret written ballot on the proposed expulsion. A two-thirds vote of the members present and eligible to vote at the meeting shall be required for expulsion.

ARTICLE IX: ORDER OF BUSINESS

Sec 1: Procedures contained in the latest edition of Roberts Rules of Order shall be followed wherever such rules are not contrary to the provisions of these Bylaws or to procedural rules adopted by the Board of Directors under authority of these Bylaws. The order of business shall be as follows:

Club Meetings
Roll Call, Minutes of Last Meeting, Report of President, Report of Secretary, Report of Treasurer, Reports of Committees, Election of Officers and Board at Annual Meeting), Election of New Members, Unfinished Business, New Business, Installation of Newly-Elected Officers and Board Members, Adjournment.

Board Meetings
Minutes of Last Meeting, Report of President, Report of Secretary, Report of Treasurer, Reports of Committees, Unfinished Business, Election of New Members, New Business, Adjournment.

ARTICLE X: DISSOLUTION

Sec 1: The Club may be dissolved at any time by the written consent of not less than two-thirds of the voting members. In the event of the dissolution of the Club, voluntary or involuntary 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, except in the case of a dissolution for the purpose of all immediate reorganization of the Club, the Board of Directors shall give the property and assets of the Club to one or more charitable organizations within the United States for the benefit of dogs.

ARTICLE XI: AMENDMENTS

Sec 1: Amendments to these Bylaws, to the Standard of the Breed, or to the Code of Ethics of the Club may be proposed by the Board of Directors or by a written petition addressed to the Secretary and signed by 30 Regular Members. All proposed amendments shall be referred to the Bylaws Committee. The committee shall have the proposal and/or proposed amendments published in the Club publication for the membership's consideration and comments. Following a period of no less than 60 days and upon determination that the amendment meets all the necessary and acceptable guidelines, it shall be reported back to the Board. The amendment shall then be submitted by the Corresponding Secretary along with the Board's recommendation to the membership for a formal vote within a reasonable time.

Sec 2: Amendments proposed under the provisions of this Article shall be submitted to the voting members for vote by mail under the provisions of Article VI and shall contain the wording of the section or sub-section as it would appear if amended, and a statement by the Board of Directors indicating the meaning and effect of the proposed changes. The ballot shall specify a date not less than 30 days after the date of mailing to the voting members on or before which the ballots must be received by the Secretary to be counted. The favorable vote of two-thirds of the voting members, whose ballots are returned within the time limit and are eligible to be counted, shall be required to adopt such amendment, but no amendment shall be adopted in any case without the favorable vote of 10 percent of the Regular Members.

Sec 3: Amendments to the Code of Ethics shall be effective upon adoption by the membership, but no amendment to these Bylaws or to the Standard of the Breed adopted by the membership shall become effective until it has been approved by the Board of Directors of the American Kennel Club.

Sec 4: The result of all mail ballots taken on amendments under this Article, and notice of their approval by the American Kennel Club when such approval is required, shall be published promptly in the Club publication.

ADDENDUM MISCELLANEOUS

Variations in Pronouns

All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, singular or plural as the identity of the person or persons or entity may require.

Headings

The article headings and the section and subsection captions are inserted for convenience of reference only and shall in no way alter or modify the text of such articles, sections and subsections and shall have no effect on the construction of or interpretation of any part hereof.

Severability

In case any one or more of the provisions of these bylaws shall be invalid, illegal or unenforceable in any respect, the validity of the remaining provisions shall in no way be affected, prejudiced or disturbed thereby and such other provisions shall remain in full force and effect.