Constitution

Article I
Name and Objects

SECTION 1.  The name of the Club shall be the United States of America Coton de Tulear Club, Inc. (USACTC).

SECTION 2.  The objects of the Club shall be:

1. to encourage and promote quality in the breeding of pure-bred Coton de Tulear and to do all possible to bring their natural qualities to perfection;
2. to urge members and breeders to accept the standard of the breed as approved by The Federation Cynologique Internationale (FCI) as the only standard of excellence by which the Coton de Tulear shall be judged;
3. to do all in its power to protect and advance the interest of the breed by encouraging sportsmanlike competition at dog shows, obedience trials, and agility tests;
4. to conduct sanctioned and licensed specialty shows, obedience trials, and agility test under the rules of the FCI, ARBA, and SKC.
5. to encourage participation in the locale of the Club's National Headquarters and other regions of the U.S.

SECTION 3.  The club shall not be conducted or operated for profit and no part of any profits or remainder of residue from dues or donations to the Club shall inure to the benefit of any member or individual.  It will be noted that dues are not deductible as contribution, but may be deducted as business expense.

SECTION 4.  The members of the Club shall adopt and may revise such bylaws as may be required to carry out these objects.

USACTC, Inc. Bylaws

Article I
Membership

SECTION 1.  Eligibility.  There shall be a "regular-voting" membership (family which allows for 2 Votes or individual which allows for 1 vote) and a "sponsors-non-voting" membership open to individuals who meet the following criteria:

• Applicants must apply on the current, board approved, membership application
• Correct Fees and a Signature are REQUIRED for applications to be processed
• Applicant and members must be 18 years of age or over.
• Applicants and members must not be involved in any litigation against the USACTC, Inc.
•  All applications are subject to board approval.

Article I, Section 1, Eligibility  last amended 4/1/06

SECTION 2.  Dues  Regular (1 vote) or Family Membership (2 votes) dues are payable on or before the first day of January for each year.

1. Sponsor (non voting for those who do not own a Coton) dues are payable on or before the first day of January for each year.
2. Membership shall be considered to be expired or lapsed if dues are not received by Jan 30th of the current renewal year.
3. No member may vote on any item whose dues are not paid for the current fiscal year.
4. No later than the month of October, the Secretary shall send to each member a statement of dues and a Board approved renewal application for the following year.
5. For renewals to be processed, dues must be accompanied by a board approved membership renewal application.
6. The Board of Directors may periodically increase or decrease membership dues.
7. Annual Dues are for fiscal year January 1st ending on December 31st.  Annual membership dues are not prorated.

SECTION 3.  Election to membership  Each applicant shall apply on a membership application as approved by the Board of Directors that shall provide that the applicant agrees to abide by the constitution and bylaws of the USACTC, Inc.

1. The prospective member shall submit dues payment for the current year.
2. All applicants are subject to Board approval.
3. All applications are to be filed with the club Secretary.
4. Each applicant and all members must meet all eligibility requirements for membership listed in Article I, Section 1 of these bylaws.
5. Applicants for membership who have been rejected by the club may not re-apply within six months after such rejection.

SECTION 4.  Renewal of Membership.  

1. The Board has the right to refuse renewal applications for membership in the USACTC, Inc.
2. Each membership renewal application is subject to Board Approval. 
3. Any member who does submit in their renewal application with the correct fees by the end of the renewal period will be considered a new member.           

SECTION 5.  Types of Membership

1. Regular Membership is for those members who own a Coton de Tulear.  This membership shall provide for 1 vote in all club matters requiring a vote.
2. Family membership is for those members living in the same household who own a Coton de Tulear.  This membership shall provide for 2 votes in all club matters requiring a vote.
3. Sponsor Membership is for those members who do not own a Coton de Tulear.  These members shall nave no vote.
4. Lifetime Membership is a membership in the USACTC, Inc. that is bestowed upon certain individuals who, at the discretion of the board, are deserving of such an entitlement.  Those members upon who lifetime membership status is conferred by the board shall have the full rights and voting privileges of regular membership. Lifetime members are not required to renew membership in the club each year, nor are they required to pay annual dues.

SECTION 6.  Termination of Membership.  Memberships may be terminated:

1. 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.
2. by lapsing.  A membership will be considered as lapsed and automatically terminated if such member's dues remain unpaid 30 days after the first day of the fiscal year.  In no case may a person be entitled to vote at any Club meeting whose dues are unpaid as of the date of that meeting.
3. Anytime the eligibility requirements for membership in the USACTC, Inc. are violated, the Board reserves the right to eject the member from the club without a hearing.
4. by expulsion.  A membership may be terminated by expulsion as provided in Article VI or as otherwise provided in  these bylaws

SECTION 7.  Definition of a Member in Good Standing.  A member in good standing is:

1. a member who meets all of the eligibility requirements during the entire time of their membership, has paid current dues, and who is not currently under disciplinary action by the USACTC, Inc

Article II
Meetings

SECTION 1.  Annual Meeting.  An annual meeting of the Club shall be held in the first 6 months of each year at such hour and place as may be designated by the Board of Directors The Secretary shall mail written notice of the annual meeting to the membership by the Secretary at least 30 days prior to the date of the meeting.  The quorum for such meetings shall be 10% of the members in good standing.

SECTION 2. Special Club meetings.  Special Club meetings may be called by the President, or by a majority vote of the members of the Board who are present at a meeting of the Board or who vote by mail; and 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 hour as may be designated by the Board of Directors. Written notice of such a meeting shall be mailed by the Secretary at least 14 days and not more than 25 days prior to the meeting.  Said notice 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 annual meeting of the Board shall be held immediately following the club's annual meeting.  Other meetings of the Board of Directors shall be held at such times and places as are designated by the President or by majority vote of the entire Board.  Written notice of each such other meeting shall be mailed by the Secretary to each member of the Board at least 14 days prior to the date of the meeting (except in cases of urgency in which case the board members shall be notified as soon as possible prior to this meeting).  The quorum for a Board Meeting shall be a majority of the Board. The Board shall conduct its business by any special rules of order that they may adopt. The Board may conduct its business by mail, telephone conference call or electronic communication.

Article III
Board of Directors, Officers, and Regional Coordinators

SECTION 1. Elected Officers 
A. Board of Directors The Board shall be comprised of the President, a Western Region Board Representative, a Mid-Region Board Representative, an Eastern Region Board Representative, a Northern Region Board Representative, Vice President, Secretary, Treasurer, and the prior Club President, all of whom must be members in good standing and residents of the United States. The Board will determine the geographical area(s) that each regional Board Member shall represent. 

1. The President shall be Chairperson of the Board of Directors.
2. The Board Member and Officers are elected for a two-year term as provided in Article IV of these bylaws or shall serve until their successors are elected.
3. The President’s position shall be limited to two consecutive terms.
4. The Western Region, Mid Region, Northern Region and Eastern Region Representative’s positions shall be limited to two consecutive terms.
5. General management of the club’s affairs shall be entrusted to the Board of Directors.
6. Board policy and/or decisions shall be by a majority vote of the Board.
7. Release of club sensitive information, such as: member listings, meeting notes, detailed financial information may only be released by majority vote of the full membership of the board.
8. The Board shall have full access to all club information.
9. Board Members, upon acceptance of their elected position, shall sign a confidentiality agreement that shall state their agreement to follow the board’s policy with reference to club sensitive information.

SECTION 2 B. Officers.  The Club's Elected officers shall consist of the President, the Vice-President, Secretary, and the Treasurer

1. The President shall execute the Board of Directors policies and decisions. The president shall preside at all meetings of the Club and the Board, and shall have the duties and powers normally appurtenant to the office of the President and as particularly specified in these bylaws.  The President will co-sign all legal documents together with the Secretary. The President, or a Board member designated by the President, is responsible for reviewing and revising if necessary each edition of the quarterly club newsletter.  The President, or a Board member designated by the President, is responsible for overseeing the copying and distribution of each quarterly newsletter to the membership of the club.
2. The Vice-President shall have the duties and exercise the powers of the President in case of the President's incapacity to serve. The Vice-President shall perform such duties as may be assigned by the President or the Board of Directors.
3. The Secretary shall report directly to the Board of Directors. The secretary shall keep a record of all meetings of the Club and of the Board and all votes taken by mail, and of all matters of which a record shall be ordered by the Board;; shall have charge of the club related correspondence, notify members of meetings, notify new members of their election of membership, notify officers and directors of their election to office, keep a roll of members of the Club with their address, and carry out such other duties as are prescribed in these bylaws. The Secretary shall assist the Board and/or the President on an as needed basis for club related issues not specifically listed in these bylaws.
4. The Treasurer shall collect and receive all moneys due or belonging to the Club.  Moneys shall be deposited in a bank designated by the Board, in the name of the Club.  The books shall at all times be open to inspection of the Board and a report shall be given at every meeting of the condition of the Club's finances and every item of receipt or payment not before reported; and at the annual meeting an accounting shall be rendered of all moneys received and expended during the previous fiscal year.  The Treasurer and President shall be bonded in such an amount as the Board of Directors shall determine.

SECTION 2:  Appointed Officers.

1. The Newsletter Editor shall assemble, edit, and then send both an electronic and printed copy of this preliminary edition of the newsletter to the President, or a Board Member designated by the President, for preapproval of all contents of the quarterly newsletter. The newsletter editor shall send each preliminary issue to the President or a Board Member designated by the President, no later than 3 weeks prior to the publication date of the newsletter.  The President, or a Board member designated by the President, shall oversee the revisions (if any) of each edition of the newsletter.  The President, or a Board member designated by the President, shall then oversee the copying and distribution of the quarterly newsletter. General newsletter policy such as, but not limited to, acceptance of ads, all contents, advertising rates, format, publication dates, cutoff dates for submission of material for inclusion in each newsletter, shall be set by the Board of Directors. The newsletter editor shall work at the direction of the board to assist in any special projects for the club and in all other matters pertaining to the club.
2. The Registrar duties and obligations include maintaining a current stud book/registry in the prescribed way recommended by the Board.  The studbook is to be available for members viewing at the annual meeting or by appointment with the Registrar at his/her location of choice.  The Registrar will follow directions prescribed by the Board of Directors.  The Registrar is obligated to send out papers in a timely manner, within 3 to 4 weeks of receipt of paperwork.  The studbook is sole property of the USACTC and shall be recognized as such by the Registrar.  The USACTC will determine and set fees for usage.  There will be a duplicate studbook/registry maintained, the copy of which shall be kept with the office of the President.  Both the original studbook and duplicate studbook must be made available for examination at either the request of the Club or upon individual members request.
3. Championship Point Coordinator.  The Championship point coordinator shall be responsible for:
1. the calculation of championship points for each member dog as taken from the win sheets submitted by each exhibitor.
2. the calculation of ranking points for each member dog on a quarterly basis based upon the results of totals taken from the win sheets submitted from each exhibitor.
3. the notification to members when their dog attains championship status
4. the notification to members upon how to obtain championship certificates for each dog.
5. the distribution of championship certificates based upon requirements as set forth by the board with reference to fees, etc.
4. Web Site Webmaster.  The Web Site web master is responsible for the design and maintenance of a website for the club. Content, revisions, additions, deletions, and design are to be at the direction of the Board. 

Article III, Section 2. Appointed Officers last amended 4/1/06

SECTION 3.  Vacancies.  Any vacancies occurring on the Board or among the elected officers during the year shall be filled until the next biennial election by a majority vote of all the members of the Board; except that a vacancy in the office of President shall be filled automatically by the Vice-President and the resulting vacancy in the office of Vice-President shall be filled by the Board.

SECTION 4.  Appointment of Officers.  The Appointed officers shall be appointed by the President, subject to Board approval, for a term of two years or until their successor is appointed. These appointments shall be concurrent with the term of office of the current President.

SECTION 5.  Termination of Appointment.  Any officer appointment may be terminated by a majority vote of the Board upon written notice to the appointee. The President, pending Board Approval, may appoint successors to those persons whose services have been terminated. Appointments shall be concurrent with the term of the current President.

Article IV
The Club Year, Voting, Nominations, Elections

SECTION 1. Club year. 

1. The Club's fiscal year shall begin on the 1st day of January and end on the last day of December.
2. The Club's official year shall begin immediately at the conclusion of the election and shall continue through the next annual meeting.
3. The elected officers shall take office immediately at the conclusion of the annual meeting. Each retiring officer shall turn over to his successor in office all properties and records relating to that office within 14 days after the new officer assumes their position in office.

SECTION 2.  Voting.  At the Annual Meeting or at a special meeting of the Club voting shall be limited to those regular members in good standing who are present at the meeting. Voting for an item at a meeting shall be by majority. Voting on the following items can only be accomplished by written ballot cast by mail with a majority of the votes cast by regular members of the club who are in good standing at the time of the vote.  For a vote to be counted it must be received by the designated ballot counter by the established cutoff date.

These items are: (1) a change in the Club’s accepted standards for the breed; (2) a yes or no vote on AKC recognition, or as otherwise noted in these bylaws.  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. 
Biennial Elections. The election of Officers and Directors shall be conducted by mailed ballot once every 2 years.  There are 2 ways in which the Board may choose to conduct the Officer elections. These ways are:

1. By an independent (non-member) election judge to be chosen by the Board.  If the elections are to be handled by an independent election judge, then all ballots to be counted must be received by the independent election judge by the pre-established cut off date.  This election judge shall be furnished with a copy of the membership list for verification of vote eligibility. This election judge shall provide to the board the official count of the election no later than 1 week after the pre-established ending date for votes to be received.  The ballots, tallying sheets, and results shall be sealed by the independent election judge and shall become the property of the club. These sealed results shall be held by the club’s secretary for no less than 6 months and no longer than 1 year. The results of this election shall be announced by the current club president, the vice president or secretary in the event of the absence of the president at the next annual meeting of the club.
2. By the club secretary at the decision of the board. Ballots to be valid must be received by the Secretary by the pre-established ending date for votes to be received. Ballots shall be counted by three inspectors of election who are members in good standing and neither members of the current Board nor candidates on the ballot. These inspectors of elections shall be furnished with a copy of the membership list for verification of vote eligibility. The ballots, tallying sheet, and results shall be sealed by the inspectors of election and shall become the property of the club.  These sealed results shall be held by the club’s secretary for no less than 6 months and no longer than 1 year. The results of this election shall be announced by the current club president, the vice president or secretary in the event of the absence of the president at the next annual meeting of the club. 
3. The nominated candidate receiving the greatest number of votes for each office shall be declared elected.  If any nominee, at the time, of the announcement of the election results, is unable to serve for any reason, such nominee shall not be declared elected and the vacancy so created shall be filled by the new Board of Directors in the manner provided by Article III, Section 3.

SECTION 4.  Nomination, Election Procedure and Ballots.  No person may be a candidate in a club election who has not been nominated in accordance with these bylaws.  A Nominating Committee shall be chosen by the Board of Directors 10 weeks prior to the annual meeting.  The Committee shall consist of three members preferably from different areas of the U.S.A., and two alternates, all members in good standing, no more than one of whom may 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 via mail, telephone conference call or electronic communication.

The Nominating Committee shall nominate from among the eligible members of the Club, one candidate for each office and for each position on the Board of Directors and shall procure the acceptance of each nominee so chosen.  The Committee should consider geographical representation of the membership on the Board to the extent that it is practicable to do so.  The Committee shall then submit its slate of candidates to the Secretary who shall mail the list, including the full name of each candidate and the name of the State in which he or she resides along with a statement and the nominee’s response to questions as provided by the board for each applicant, to each member of the Club no later than 6 weeks prior to the annual meeting, so that additional nominations may be made by the members if they so desire.

1. Additional nominations of eligible members may be made by written petition addressed to the Secretary and received by the Secretary no later than 4 weeks prior to the annual meeting, accompanied by the written acceptance of each such additional nominee signifying his or her willingness to be a candidate.
2.  If no valid additional nominations are received via US Postal mail, by the Secretary and by the deadline, the Nominating Committee's slate shall be declared elected and no balloting will be required.
3. If one or more valid additional nominations are identified, the secretary will mail a second ballot no later than 3 weeks prior to the annual meeting. This ballot will only include those positions with additional nominations. To be counted, the Secretary or the Independent Election Judge via US Postal Mail, one week prior to the Annual Meeting of the Club, must receive this ballot. The results of this ballot shall be announced at the Annual Meeting.
4. Nominations cannot be made at the Annual Meeting or in any manner other than as provided above.

Article IV, Section 2. Voting last amended 4/1/06

Article V
Committees

SECTION 1.  Standing Committees: The Club will have three standing committees: (1.) Show; (2.) Health and (3) Education Committee.  The Board shall every 2 years appoint a chairperson for each committee. The actions of such committees shall always be subject to the final authority of the Board.  Special committees may also be appointed by the Board as necessary.

SECTION 2.  Any committee appointment may be terminated by a majority vote of the Board upon written notice to the appointee; and the Board may appoint successors to fill the vacancy.

Article V, Section 1. Standing Committees last amended 4/1/06

Article VI
Discipline

SECTION 1.  American Rare Breed Association (ARBA), Federation Cynologique International (FCI), States Kennel Club (SKC) Suspension.  Any member who is suspended from the privileges of ARBA and/or the (FCI), and/or SKC shall be automatically suspended from the privileges of this USACTC club for a like period.

SECTION 2.  Charges.  Any member may press charges against a member for alleged misconduct prejudicial to the best interest of the Club or the breed.  Written charges with specifications must be filed in duplicate with the Secretary together with a deposit of $50.00, which shall be forfeited if such charges are not sustained by the Board following a hearing.  The Secretary shall promptly send a copy of the charges to each member of the Board or present them at a Board Meeting, and the Board shall first consider whether the actions alleged in the charges, if proven, might constitute conduct prejudicial to the best interests of the Club or breed.  If the Board considers that the charges do not allege conduct, which would be prejudicial to the best interests of the club or breed it may refuse to entertain jurisdiction.  If the Board entertains jurisdiction of the charges it shall fix a date of hearing by the Board no less than 3 weeks nor more than 6 weeks thereafter. The Board shall determine the place of this hearing. The Board shall reserve the right to conduct a Board hearing via telephone conference call. The Secretary shall promptly send one copy of the charges to the accused member by registered mail together with a notice of the hearing and an assurance that the defendant may personally appear in his or her own defense and bring witnesses if he or she wishes (in the case of a telephone conference call for the board hearing, the number of witnesses may be limited by the board).

SECTION 3.  Board Hearing.  The Board 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 may by majority vote of those Board Members present and voting suspend the defendant from all privileges of the Club for not more than 6 months from the date of the hearing.  And, if it deems that punishment insufficient, it may 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 or her fellow-members at the next Club meeting which considers the Board's recommendation.  Immediately after the Board 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 Board's decision and the penalty imposed.

SECTION 4.  Expulsion.  Expulsion of a member from the Club may be accomplished only at a meeting of the Club following a Board hearing and upon the Board's recommendation as provided in Section 3 of this Article.  Such proceeding may occur at a regular or special meeting of the Club to be held within 60 days but not earlier than 30 days after the date of the Board's recommendation of expulsion.  The defendant shall have the privilege of appearing in his or her own behalf, though no evidence shall be taken at this meeting.  The President shall read the charges and the Board's findings and recommendations, and shall invite the defendant, if present, to speak in his or her own behalf if he or she wishes.  The members shall then vote by secret ballot on the proposed expulsion.  A two-thirds vote of those present and voting at the meeting shall be necessary for expulsion.  If expulsion is not so voted, the Board's suspension shall stand.

Article VII
Amendments to the Constitution and Bylaws

SECTION 1.  Amendments to the constitution and bylaws 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 and shall be submitted by the Secretary to the members with Board recommendations  for a vote within three weeks of the date the petition was received.

SECTION 2. The Constitution and Bylaws shall be amended by a majority of the votes cast by regular members of the club who are in good standing at the time of the vote.  For a vote to be counted it must be received by the Secretary by the established date.

Article VIII
Dissolution

SECTION 1.  The Club may be dissolved at any time by the written consent of not less than two-thirds of the members.  In the event of the dissolution of the Club other than for purposes of reorganization whether voluntary or involuntary or by operation of law, none of the property of the Club or any proceeds thereof nor any assets of the Club shall be distributed to members of the Club. After settlement of Club debt, its property and assets shall be given to a charitable organization to benefit dogs.  The Board of Directors shall select this organization.

Article IX
Parliamentary Authority

SECTION 1.  The rules contained in the current edition of Robert's Rules of Order, Newly Revised, shall govern the Club in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any other special rules of order the Club may adopt.