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Constitution & By-Laws

Portuguese Water Dog Club Of Canada

1993 Portuguese Water Dog Club of Canada (revisions submitted to CKC May, 2002, and May 2008)
Constitution and By-Laws of the Portuguese Water Dog Club of Canada

Constitution

Article I. Name and Objectives and Geographic Area

Section 1. The name of the club shall be: Portuguese Water Dog Club of Canada

Section 2. The Geographic Area shall include all of Canada.

Section 3. The objectives of the club shall be:

Section 4. The club shall not be conducted or operated for profit and no part of any profits or remainder or residue from dues and donations to the club shall benefit any member or individual.

Section 5. The members of the club shall adopt and may from time to time revise such as may be required to carry out these objectives.

By Laws

Article I. Membership

Section 1. Eligibility. Individual membership is open to all persons eighteen years or older, who at the time of joining who subscribe to the purpose of this club. Any person who has been deprived, suspended, debarred, expelled from or whose membership has been terminated from the Canadian Kennel Club, the American Kennel Club or any other national registering body for dogs shall not be granted membership to this club.

Section 2. Dues. Membership Dues shall be payable by the 1st day of each year. During the month of October, the Secretary shall notify each member that the dues for the ensuing year are payable.
Fees shall be reviewed and set by the Board from time to time. The Secretary shall notify members of membership fees for the upcoming year each October. Each family membership will receive only one newsletter. The dues paid by first time applicants for membership between September 1st and December 31st of each year shall cover the remaining portion of the current fiscal year, and carry over to cover the new member’s dues for the next following fiscal year.

Section 3. Application for Membership. Each applicant for membership shall apply on a form as approved by the Board of Directors and which shall provide that the applicant agrees to abide by these Constitution and By Laws, and the rules of the Canadian Kennel Club. Accompanying the application, the prospective member shall submit dues for payment for the current year.

The names and addresses of the applicants shall be printed in the Club’s Newsletter or in the members section of the web site. If the Membership Chairperson receives no objections within 30 days after publication date, the Membership shall become effective immediately. If an objection is received, the application must be voted on by the Board within 30 days of receipt of objection by the Membership Chairperson and the applicant notified of the result.

Section 4.Termination of Membership. Memberships may be terminated:

Article II. Meetings

Section 1. Annual Meeting. The annual meeting of the club shall be held in conjunction with the club’s specialty show if possible; at a date and hour designated by the Board of Directors. The Secretary shall mail or email written notice of the meeting to each member at least 60 days prior to the date of the meeting. The quorum for the annual meeting shall be 10 percent of the members of the club in good standing. In the absence of a quorum, the members present may adopt recommendations to be presented to the membership for decision by written ballot cast by mail.

Section 2. Special Club Meetings. Special club meetings may be called by the President or by a majority vote by the members of the Board who are present at the meeting of the Board or who vote by mail, email, and shall be called by the Secretary upon receipt of a petition signed by 10 percent of the members of the Club who are in good standing. Such meetings shall be held at a date, place and time designated by the Board of Directors. The Secretary shall mail or email written notice of such a meeting at least 30 days and not more than 45 days prior to the meeting. A quorum for such a meeting shall be 10 percent of the members in good standing.

Section 3. Board Meetings. The first meeting of the Board shall be held immediately following the annual meeting and election. Other meetings of the Board of Directors shall be held at such time and places as are designated by the President or by a majority of the entire Board. The Secretary shall mail or e-mail written notice of such meetings to each member of the Board at least 30 days prior to the date of the meeting.

The Board of Directors may also conduct its business by mail, conference call or electronic means. The Secretary shall conduct such meetings. The meetings will be followed up in writing to each Board member within 7 days.

Article III. Directors and Officers.

Section 1. Board of Directors. The Board shall be comprised of the President, Vice-President, Secretary/Treasurer and a minimum of four (4) regional Directors representing a minimum of four (4) of the six (6) regions across Canada; the six (6) regions being: British Columbia, the Prairie Provinces (Alberta, Saskatchewan, Manitoba), Ontario, Quebec, Atlantic Provinces, and the Yukon and Northwest Territories. Directors must reside in the area that they represent. The Officers and Directors shall be elected at the Annual Meeting, and shall hold office for a term of 2 years or until their successors have been elected. No Officer or Director shall serve more than 6 consecutive years without intervening time of at least 2 years. More than half a term is considered a full term. General management of the club’s affairs shall be entrusted to the Board of Directors. The club shall suspend from the Board any person deprived, suspended, debarred, expelled or whose membership has been terminated by the Canadian Kennel Club, the American Kennel Club or any other national registering body for dogs.

Section 2. Officers. The club’s Officers, consisting of the President, Vice-President, Secretary/Treasurer shall serve in their respective capacities both with regard to the club and it’s meetings and the Board and it’s meetings. All must be members in good standing of the Canadian Kennel Club.

Section 3. Vacancies. Any vacancies occurring on the Board or among the Officers during the year shall be filled until the next Annual Election by a majority vote of the remaining members of the Board; except in the office of President shall be filed automatically by the Vice-President, and the resulting vacancy in the office of Vice-President shall be filled by the Board. An office shall automatically become vacant if the officer or director shall be absent for more than two meetings in a year unless excused by the President.

Article IV. The Club Year, Voting, Nominations, Elections.

Section 1. Club Year. The Club’s fiscal year shall begin on the 1st day of January and end on the 31st day of December. The Club’s official year shall coincide with the fiscal year. The elected Officers and Directors shall take office January 1st to coincide with the fiscal and official year and each retiring Officer shall turn over to his successor in office all property and records relating to that office within thirty days.

Section 2. Voting. At the Annual Meeting or at a special meeting of the club, voting shall be limited to those members in good standing who are present at the meeting, except for annual election of officers and directors and amendments to the Constitution and By-Laws. Voting by proxy shall not be permitted. The Board of Directors may decide to submit other specific questions for decision of the members cast by written ballot cast by mail or email. Each Individual Member and each Family Membership shall be entitled to One (1) vote.

Section 3. Annual Election. The election of the Officers shall be conducted by mail or email ballot. Ballots to be valid must be received by the Secretary (or an independent individual or firm designated by the Board by 7 days before the Annual General Meeting.

Section 4. Nomination and Ballots. No person may be a candidate in a club election who has not been nominated in accordance with these By-Laws. A nomination Committee shall be chosen by the Board of Directors three months before the Annual General Meeting. The committee shall consist of three members from different provinces, all members in good standing, no more than one shall be a member of the current Board of Directors. The Board shall name a chairperson for the committee. The nominating committee shall conduct it’s business by mail, email or telephone conference call.

Article V. Committees and Branches.

Section 1. Subject to the approval of the Board, the President may appoint standing committees to advance work of the Club in such matters as dog shows, obedience trials, agility trials, trophies, annual prizes, picnics, membership and other fields that may be well served by committee. Such committees shall always be subject to the final authority of the Board. Special committees may also be appointed by the Board to aid it on particular projects.

Section 2. Any committee appointment may be terminated by a majority vote of the full Board upon written notice to the appointee; and the President, with the approval of the Board.

Section 3. Members of the Club who reside in the same region may, with the approval of the Board, form a branch of the Portuguese Water Dog Club of Canada. No branch shall be approved unless an application has been filed with the Board. The application shall be signed by at least ten (10) members of the Club in good standing who are residents of the designated region. The application shall state the proposed boundaries and name chosen by the applicants for the branch.

Article VI. Discipline.

Section 1. Canadian Kennel Club Suspension. Any member who is suspended, debarred by the Canadian Kennel Club, the American Kennel Club or any other national registering body for dogs shall automatically be suspended from the privileges of this club for a like period.

Section 2. Complaints. Any member may lay a complaint against a member for alleged misconduct prejudicial to the best interests of the club or the breed. Written complaints with specifications must be filed in duplicate to the Secretary. The Secretary shall promptly send a copy of the complaint to each member of the Board or present them at a Board meeting, and the Board will consider whether the actions alleged in the complaint, if proved, might constitute conduct which would be prejudicial to the best interests of the Club or breed, or it may refuse to entertain jurisdiction. If the Board entertains jurisdiction of the complaint, it shall fix a date for hearing of the Board or a committee of no less than three members of the Board, not less than three weeks nor more than six weeks hereafter. The Secretary shall send one copy of the accused member with the notice of the hearing and assurance that the defendant may personally appear in his own defense and bring witnesses if he wishes.

Section 3. Board Hearing. The Board or Committee shall have complete authority to decide whether counsel may attend the hearing, both complainant and defendant shall be treated uniformly in that regard. Should the complaint be sustained after hearing the testimony presented by the complainant and the defendant, the Board or committee may by a majority vote of those present suspend the defendant from all privileges of the club for not more than six months from the date of the hearing, or until the next annual meeting if it will occur within six months. And, if it deems that punishment insufficient, it may also recommend to the membership that the penalty be expulsion. In such case, the suspension shall not restrict the defendant’s right to appear before his fellow members at the ensuing club meeting which considers the recommendation of the Board or committee. Immediately after the Board or committee has reached a decision, its findings shall be put in written form and filed with the Secretary. The Secretary, in turn, shall notify each of the parties of the decision and penalty, if any.

Section 4. Expulsion. Expulsion of a member of the club may be accomplished only at the annual meeting of the club following a hearing and upon the recommendation of the Board or committee as provided in Section 3 of this ARTICLE. The defendant shall have the privilege of appearing in his own behalf though no evidence shall be taken at this meeting. The President shall read the complaint and the findings and recommendations, and shall invite the defendant, if present, to speak in his or her own behalf. The meeting shall then vote by secret written ballot on the proposed expulsion. A two-thirds vote of those present and voting at the annual meeting shall be necessary for expulsion.

Article VII. Amendments.

Section 1. Amendments to the Constitution and By-Laws and the standard for the breed may be amended at any time provided a copy of the proposed amendment has been mailed or emailed by the Secretary to each member in good standing on the date of mailing, accompanied by a ballot on which he or she may indicate his or her choice for or against the action to be taken. The notice shall specify a date not less than thirty days after the date of mailing by which date the ballots must be returned to the Secretary to be counted. The favourable vote of two-thirds of the members in good standing who return valid ballots within the time limit shall be required to effect any such amendment.

Amendments to the constitution, the by-laws and breed standard may be proposed by the Board of Directors or by written petition addressed to the Secretary signed by ten members in good standing. Amendments proposed by such petition shall be considered by the Board of Directors at the next regular meeting and must subsequently be presented to the Board within Ninety days of the date when the petition was received by the Secretary

Article VIII. Dissolution.

Section 1. The club may be dissolved at any time by providing to the CKC, written documentation signed by at least 2/3 of the members of that club who are in favour of this decision. Proxies are not permitted. In the event of the dissolution of the club, other than for the purpose of re-organization, whether voluntary or in voluntary or by operation of law, none of the property of the club nor any of assets of the club shall be distributed to any member of the club, its property and assets shall be given to a charitable organization for the benefit of dogs selected by the Board of Directors.

Article IX. Order of Business.

Section 1. At meetings of the club, the order of business so far as the character and nature of the meeting may permit shall be as follows:

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

Portuguese Water Dog Club of Canada PWDCOntario Branch Bylaws

Effective: November 25, 2007

1. Organization

1.1 Name. The name of this Portuguese Water Dog Club of Canada Branch, is the PWDCOntario.

1.2 Establishment. This Branch is established by action of the Board of Directors of the Club (Board), and is governed by these Bylaws, consistent with the provisions of the Bylaws and Standing Rules of the Club, by applicable law, and by the policies and directives of the Board. This Branch is an integral part of the Portuguese Water Dog Club of Canada and is not a separate legal entity.

1.3 Purpose. The purpose of this Branch is to foster within its territorial limits the purposes of the Club. The Branch is authorized to undertake activities that are consistent with the purposes of the Club and are not prohibited by the Board by a general rule applicable alike to all Branches. 1.4 Boundaries. The territorial boundaries of this Branch are equal to the province of Ontario.

2. Membership

2.1 Members. Branch members shall be those Club members of record who reside within the Branch boundaries, except as otherwise provided in the Club Bylaws. Only Branch members in good standing may vote or hold Branch office, or act on behalf of the Branch.

3. Branch Executive Committee

3.1 Number. Subject to the powers of the members as provided by these Bylaws, the management of the affairs and activities of the Branch shall be in the hands of a Branch Executive Committee of not less than 3 and no more than 5 members elected by the Branch membership for terms of 2 years.

3.2 Responsibilities. The Branch Executive Committee shall assure that the activities and services provided for the benefit of the members by the Branch comply and are consistent with these Bylaws and any Branch Standing Rules, policies and directives of the Board or its designees, the Bylaws and Standing Rules of the Club, and applicable law.

3.3 Vacancies. The Branch Executive Committee shall have the power to fill a vacancy in any elected or appointed office. A vacancy in an elected position shall be filled until the next election by vote of the remaining Branch Executive Committee members.

3.4 Officers. The Executive Committee shall elect from its members the following officers, who shall also be Branch officers: a Chair, a Vice-Chair, and at its option, a Secretary and a Treasurer. At the discretion of the Executive Committee, offices may be combined, provided there are at least two distinct officers. Assistants to these officers may be designated from among Branch members. Notice of the officers and appointees of the Branch shall be provided to Club Secretary annually upon selection, or as required by the Board or its designees.

3.5 Quorum. A quorum for Executive Committee meetings shall be a simple majority of its voting members. An Executive Committee member shall be considered present at a meeting if able to participate fully and simultaneously by means approved by the Executive Committee.

3.6 Executive Committee Meetings. The Executive Committee shall hold regularly scheduled meetings at least 4 times per year at times and places communicated in advance to all Branch members.

3.7 Absences. Any Executive Committee member who misses three consecutive regularly scheduled meetings over any continuous twelve month period may be removed from the Executive Committee by a two-thirds vote of the other Executive Committee members. The Executive Committee shall decide whether to remove a member at any regularly scheduled meeting following the third missed meeting.

4. Nominations and Elections

4.1 No person may be a candidate in a club election who has not been nominated in accordance with these Bylaws. A nomination Chair shall be chosen by the Executive Committee three months before the end of the calendar year. The nomination chair shall conduct its business by mail, email or telephone conference call.

4.2 The nomination chair shall nominate from eligible members of the Branch for office on the Executive Committee and shall procure acceptance of each nominee so chosen. The chair should consider geographical representation of the membership to the extent that it is practicable to do so. The chair shall then submit it’s slate of candidates to the Club Secretary who shall mail or email the list, including the full name of each candidate, and the city in which the person resides, to each member of the Branch 6 weeks before the end of the club year so that additional nominations may be made by the members if they so desire. Additional nominations of eligible members may be made by written petition and addressed to the Club Secretary and received at his or hers regular address at least 4 weeks before the end of the club year.

4.3 If no valid additional nominations are received by the Club Secretary on or before four weeks before the end of the Club year, the nominating committee’s slate shall be declared elected at the time, no ballot shall be required.

If one or more additional nominations are received by the Club Secretary 4 weeks before the end of the Club year, he or she shall mail to each member in good standing of the Branch, a ballot listing all of the nominations, with the names of the cities in which they reside, and a return ballot envelope.

The inspector of the election shall check the returns against the list of members of the Branch whose dues are paid for the current year, and shall certify the eligibility of the voters as well as the results of the voting which shall be announced at the annual meeting.

5. Functions and Services

5.1 Functions. The Branch shall provide functions and services required by the Board, its designees and the Branch members.

5.2 Membership Program. The Executive Committee is responsible for recruiting and welcoming members and encouraging them to participate in Club and Branch activities.

5.3 Events and Activities. The Branch Executive Committee shall manage any events and activities programs in cooperation with Branch entities that conduct such events and activities. All events and activities shall be sanctioned by the Board in advance.

6. Dissolution

6.1 Dissolution. By 2/3 vote the Branch Executive Committee members present at a regular or special meeting may dissolve the Branch. Such action shall not affect the standing of the individual members as members of the Club. Upon dissolution, all remaining assets of the dissolved Branch shall revert to the Club.

7. Finances

7.1 Receiving and Expending Funds. The Branch may receive funds from Club entities and may receive contributions directly. The Branch may not assess or collect dues from its members, or charge additional fees for Branch publications distributed to all Branch members. Expenditures shall be consistent with all rules, policies and directives of the Board and its designees.

7.2 Fundraising and Fees for Events and Activities. Consistent with rules, policies and directives of the Board or its designees, the Branch may conduct fundraising and other activities, including events that require members and others to pay a fee to participate. Such fees may include both direct and indirect costs and provide for operating reserves.

7.3 Authority Over Deposited Funds. The Club and Branch funds shall be held in the club bank account with sub-ledger accounting for the Branch’s funds. The Branch Executive Committee shall have authority over all Branch funds deposited in the Club account. The Club account is subject to the bylaws governing Club finances.

7.4 Requirement to Deposit. All monies received by Branch entities shall be forwarded promptly to the Treasurer of the Club or deposited to the Club’s account as directed by the Club Treasurer.

7.5 Delegation of Authority. The Branch Executive Committee may delegate financial authority to Branch entities. The Branch shall retain responsibility and control. The Club Treasurer must provide satisfactory accounting at least quarterly to the Branch Treasurer, including all reports required to satisfy Club requirements and applicable laws.

7.6 Prohibitions. The Branch and its entities may not borrow money, own real estate, or contribute from its general funds to political campaigns, candidates or their parties.

7.7 Fiscal Year. The fiscal year of the Branch shall coincide with that of the Club.

7.8 Books and Reports. The Club Treasurer shall keep proper books of account, and shall report balances, revenues, and expenses of the Branch and its entities to the Branch Executive Committee at least quarterly, and of the Branch and its entities to the Club Treasurer or designee at the end of the fiscal year. The Branch Treasurer shall either file, or provide the Club Treasurer with timely information and funds required to file, all reports and returns required to satisfy Club requirements and applicable laws.

7.9 Review. As soon as practicable after the close of the fiscal year, the Branch Executive Committee shall cause a review to be made of the books, including those of all Branch entities. The results of the review shall be submitted to the Branch Executive Committee for their approval.

8. Construction and Amendment

8.1 Interpretation of Bylaws. All questions as to the construction or meaning of these Bylaws are first to be referred to the Branch Executive Committee for decision. Appeals from such decisions may be taken to the appropriate level, as established by rules of the Board of Directors. The decision of the highest of these entities that chooses to act shall be final. All procedures not prescribed by the Bylaws and Standing Rules of the Club, these Bylaws, or the Standing Rules of the Branch, shall be governed by the current edition of Robert’s Rules of Order, newly revised.

8.2 Amendment. These Bylaws are fundamental and shall not be added to, amended or repealed. Proposed bylaw changes that have been approved by the Branch Executive Committee, must be submitted to the Club Board or its designees for review and approval in accordance with the Club bylaws. A current copy of these Bylaws shall be filed with the Secretary of the Portuguese Water Dog Club of Canada.

8.3 Signatures and Effective Date. These bylaws and any amended versions shall be signed and dated by officers acting on behalf of the Branch Executive Committee and by the national entity designated to approve bylaws. These bylaws as amended shall take effect on January 1, 2008 or when the signed copy is filed with the Secretary of the Club, whichever is later. A copy of the signature page shall be returned to the Branch, and shall be attached to all reproduced copies.

Dated: November 25, 2007

By: Branch Chair Ursula Martin
Dated: November 25, 2007

By: Roslyn Eskind Chair, Bylaws & Standing Rules Committee, Portuguese Water Dog Club of Canada

Filed: November 25, 2007

By: Roslyn Eskind President, Portuguese Water Dog Club of Canada