Constitution & Bylaws

PCA CONSTITUTION AND BY-LAWS
(Revised and approved by PCA Members, 2008)

ARTICLE I
NAME

The name of the Club shall be THE PULI CLUB OF AMERICA, INC.

ARTICLE II
OBJECTIVES

The objectives of the Club shall be:

(a)           to encourage, promote, and protect the breeding of purebred Pulik and to do all possible to bring their natural qualities to perfection;

(b)           to  encourage the organization of independent local Puli Specialty Clubs in those localities where there are sufficient fanciers of the breed to meet the requirements of the American Kennel Club;

(c)           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 Pulik shall be judged;

(d)           to do all in its power to protect and advance the interests of the breed and to encourage sportsmanlike competition at dog shows and obedience trials; and

(e)           to conduct sanctioned matches, specialty shows, obedience trials and any other events for which the club is eligible under the Rules and Regulations of the American Kennel Club.

 

ARTICLE III

ORGANIZATION

(a)           The Club shall not be conducted or operated for a profit, and no part of any donations to the Club shall inure to the benefit of any member or individual.

(b)           The Puli Club of America is organized exclusively for educational and scientific purposes to advance the state of the breed and to provide educational programs of interest in technical aspects of breeding and caring for Pulik.  The Club does not operate a secondary institutional or vocational school.

(c)           The Club shall not engage in, other than as an insubstantial part of its activities, any activity not exempt under Section 501(c) of the Internal Revenue Code of the United States, nor under any successor statute thereof, or not in furtherance of one or more of the exempt purposes under Section 501(c).

ARTICLE IV

INCORPORATION

This Club is incorporated as a membership corporation under the laws of the State of Ohio.The date of Incorporation is January 28, 1959.

                                                               

BY-LAWS

ARTICLE I

MEMBERSHIP

Section 1.  Eligibility

There shall be three types of membership:

  1. General Membership: open to any person who is eighteen years of age  or older and a citizen or permanent resident of the United States.  A  general member has voting privileges, may hold office in PCA, and may serve on any committee.
  1. Associate Membership: open to any person eighteen years of age or older.  An associate member does not have voting privileges and may not hold office or serve on any committee.  All new applicants to PCA membership that are citizens or permanent residents of the United States  will receive an associate membership for the period of 12 months, after which time they will become a General Member with all rights and privileges of membership.  Foreign members will be eligible for associate membership only.                
  1. Junior Membership: open, as an individual membership, to any person ten to seventeen years of age.  A junior member does not have voting privileges and may not hold office or serve on any committee other than junior committees.
  1. Lifetime Membership: Any person having rendered valuable service to the Club may be elected to Lifetime Membership by a vote of two-thirds of the Board of Directors.  The Board may confer this privilege on long-time members (20-25 years in good standing).  This privilege is afforded all rights and privileges including voting and holding office, but is exempt from payment of dues. 

Section 2.  Dues

There are two classifications of General Membership and Associate Membership:

  1. Individual
  1. Household  –  two members residing in the same household.

The dues rate charged for JUNIOR members will be half of the current Associate membership rate. 

Membership dues shall be set by a majority vote of the entire Board of Directors.  They may not be raised by more than ten dollars ($10.00) in any calendar year, nor may they exceed one hundred dollars ($100.00).  A decision to change dues must be made before the first day of July.

During the first seven days of November, the Treasurer shall send each member a statement of dues for the ensuing calendar year. Dues are to be paid in United States currency, and are payable on or before January 1st of each calendar year. A three (3) month grace period will be extended to all current members until March 1st of the current year, at which point membership will be deemed as lapsed if dues have not been paid.  A dues reminder shall be sent by January 15.

Section 3.  Election to Membership.

Each applicant for membership shall apply on a form approved by the Board of Directors which shall require that the applicant agree to abide by this Constitution and By-Laws, by the rules of the American Kennel Club, and by the Guidelines for Owners/Breeders/Exhibitors.  The application shall include the name, address and occupation of the applicant and shall carry the endorsement of two members in good standing.  The prospective member shall submit dues payment for the current year with the application.

Applicants may be elected at any meeting of the Board of Directors or by written vote of the Directors by mail thirty (30) days after the applicant’s name has been published in the breed publication.

Affirmative votes of a majority of the entire Board shall be required to elect an application.

An application which does not receive a majority vote by the Board may be presented by one of the applicant’s sponsors at the next meeting of the Club, and the Club may elect such applicant by a favorable vote of seventy-five percent (75%) of the members in good standing present.

If accepted to membership within the first ten (10) months of the fiscal year (January 1- October 31), full dues are payable.  If accepted to membership in November or December, dues payment will be applicable to the next fiscal year, and no dues for the current year are to be levied.

Section 4.  Termination of Membership

Memberships may be terminated:

(a)  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.

(b)  By Lapsing:  A membership will be considered as lapsed and automatically terminated if such member’s dues remain unpaid after March 1.  In no case may a person whose dues are unpaid as of the date of any Club meeting be entitled to vote at such Club meeting.

(c)   By Expulsion:  A membership may be terminated by Expulsion, as provided in Article VI of the By-Laws.

ARTICLE II

MEETINGS

Section 1.  National Specialty

            The National Specialty shall be held in the months of  September or October.

Section 2.  Annual Meeting

The Annual meeting of the Club shall be held in conjunction with the Club’s Specialty Show at a place, date, and hour designated by the Board of Directors.   Written notice of the Annual Meeting and Specialty Shows shall be mailed by the Corresponding Secretary to each member at least thirty (30) days prior to the date of the meeting.  The quorum for the Annual Meeting shall be ten percent (10%) of the members in good standing.

Section 3.  Special Club Meeting

Special Club Meetings may be called by the President, by a majority vote of the Board of Directors or by a petition signed by 10 percent (10%) of Club members in good standing.  Such meetings shall be held at the place, date and hour as may be designated by the Board of Directors.

Written notice of such meetings shall be mailed by the Corresponding Secretary at least fourteen  (14) days, but not more than thirty (30) days, prior to the meeting.  The notice of the meeting shall state the purpose of the meeting; no other Club business may be transacted.  The quorum for such a meeting shall be ten percent (10%) of the members in good standing.

Section 4.  Board Meetings

The first meeting of the Board shall be held within twenty-four (24) hours after the Annual meeting at which the members of the Board are elected.  Other meetings of  the Board may be held at such times and places as are designated by the President or requested by a majority of the entire Board.  Written notice of each such meeting shall be mailed by the Corresponding Secretary to each member of the Board at least fourteen (14) days prior to the date of the meeting.  The quorum for a Board meeting shall be a majority of the Board.

Section 5.  Conduct of Business

The Board of Directors may conduct its business in the following manner:

(a) By mail, through the President. 

(b) Emergency business may be conducted by phone through the President as long as

  • Motions voted on are reported by the President or Recording Secretary in writing in the next board letter and
  • Results of any of the voting are reported in the next Board letter. 

(c) The Board may conduct its business (voting) through the President or Recording Secretary via video-conference, teleconference, on line communications  or fax provided:

  • Every board member has the means and agrees to participate in this manner.
  • A procedure is in place to verify the identity of the individuals participating to ensure their identity as an eligible member of the board.
  • A mechanism will be in place to verify the eligible board members are listening.
  • Minutes of such board meetings must be circulated to each board member for their approval or revision within thirty (30) days of the meeting. Once these minutes are revised and/or approved they must be circulated to the membership either at the Annual Meeting or via Puli News, whichever comes first. 

Any business (voting) transacted by video-conference, teleconference, on line communications, or fax must include a poll of the entire board membership, and must be reduced to writing and sent to each Board member within ten (10) days of the vote by the Recording Secretary.  This ballot must be returned to the Recording Secretary within thirty (30) days and must be kept by the Recording Secretary with all other documentation of club business.

Section 6.  Quorum of the Board

A Quorum of the Board is required to conduct business at Board meetings.  Unless otherwise specified in this Constitution and By-Laws, or Operational Rules, all voting by:

(a)  Board Meeting
(b)  Mail
(c)  Telephone
(d)  Electronic methods

shall be decided by a majority vote of those voting.  More than half of the board must participate in any meeting or vote (quorum) and a majority vote of those participating is required to decide any issue.

ARTICLE III

OFFICERS and DIRECTORS

Section 1.  Board of Directors 

The Board shall be comprised of the President, Vice-President, Corresponding Secretary, Recording Secretary, Treasurer, and six other persons, all of whom shall be members in good standing and residents of the United States.  They shall be elected for two-year terms at the Club’s alternate Annual Meeting as provided in Article IV and shall serve until their successors are elected.  General management of the Club’s affairs shall be entrusted to the Board of Directors.

No officer or Board member shall hold office for more than two consecutive terms in a specific office, and no person shall serve as a Director for more than two consecutive terms.  No person shall serve in any capacity on the Board, as either an Officer or Director, for more than eight (8) consecutive years, except for the position of AKC Delegate as provided in Article III, Section 2(f).

Section 2.  Officers 

The Club’s officers, consisting of the President, Vice-President, Corresponding Secretary, Recording Secretary, and Treasurer, shall serve in their respective capacities both with regard to the Club and its meetings and the Board and its meetings.

No monies shall be paid to any officer, Board member, or Club member for services performed on behalf of the Club; however, monies may be paid for  out-of-pocket expenses incurred in the normal operation of the Club’s business with approval of the Board.

(a) The President shall preside at all meetings of the Club and of the Board and shall have the duties and powers normally appurtenant to the office of President in addition to those particularly specified in these By-Laws.

(b) The Vice-President shall have the duties and exercise the powers of the President in case of the President’s death, absence or incapacity.  The Vice-President, in addition, shall have the usual duties and responsibilities of the Club Parliamentarian.

(c) The Corresponding Secretary shall have charge of the correspondence, notify members of meetings, notify new members of their election to membership, notify all Board members and appropriate committee chairs affected by any changes in Club rules or procedures and carry out such duties as are prescribed in these By-Laws.  The Corresponding Secretary shall hold all ballots received from the membership, in any vote conducted by mail, for a period of two (2) years.

(d) The Recording Secretary shall carry out such duties as are prescribed in these By-Laws and shall keep a record of all meetings of the Club and of the Board and of all votes taken by mail or telephone and of any other matters of which a record shall be ordered by the Club.  The Recording Secretary shall also sign any legal documents as required on a contract or by law.

(e) The Treasurer shall collect and receive all monies due or belonging to the Club, which shall be deposited in an account approved by the Board, in the name of the Club.  The books shall, at all times, be open to the inspection of the Board; and the Treasurer shall report o the Board, at every meeting, the condition of the Club’s General Account and every item of receipt or payment in the General Account not before reported.

At the Annual Meeting the Treasurer shall render an account of all monies received and expended in the General Account during the current fiscal year.  No later than February 1 of each calendar year, subject to the availability of financial records from all PCA accounts, the Treasurer shall submit to the Board a detailed financial report for the previous fiscal year.

Upon receipt of the Treasurer’s financial report, it shall be the responsibility of the Board of Directors to determine the Tax Filing Status of the Club.  It shall be the responsibility of the Treasurer to file the appropriate tax return with the IRS.

It will be the responsibility of the Treasurer and the Membership Coordinator to maintain an up-to-date membership list for the Club, and to furnish this list to the breed publication no later than March 15.  

(f) Delegate to the American Kennel Club.   The membership shall elect a delegate to the American Kennel Club as specified in Article IV, Section 3 – Biennial Elections.  The Delegate shall be an ex-officio member of the Board, with all the rights and privileges of the Officers and Board of Directors.   The delegate shall be a club member but need not be an Officer or Director of the Club.  The delegate shall continue to serve until the credentials of a successor have been approved by the American Kennel Club.  The Delegate may serve at the membership’s discretion for longer than eight (8) years. 

(g) All Officers and members of the Board shall be covered under a liability insurance policy, and the President and Treasurer shall be bonded in an amount to be determined by the Board of Directors. 

Section 3.   Vacancies

Any vacancies occurring on the Board or among the Officers during the year shall be filled for the unexpired term of office by a majority of all remaining members of the Board. 

ARTICLE IV

THE CLUB YEAR, VOTING, NOMINATIONS AND ELECTIONS

Section 1.  Club Year

The Club’s fiscal year shall begin on the first day of January and end on the thirty-first of December.

The Club’s official year shall begin immediately at the conclusion of the Annual Meeting and shall continue through the next Annual Meeting.  The elected Officers and Directors shall take office immediately upon the conclusion of the Annual Meeting in election years, and each retiring Officer and Director shall turn over to their successors in office all properties and records relating to that office within thirty (30) days after the election, except the Treasurer, who is to immediately turn over:  (a)  an up-to-date copy of all financial records, (b) all restricted funds and (c) at least fifty (50%) percent of the unencumbered funds in the general account.

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.  The election of Officers, Directors, and the Delegate to the American Kennel Club, amendments to the Constitution and By-Laws, Operational Rules, and the Standard for the Breed, shall be decided by written ballot, cast by mail.  Voting by proxy shall not be permitted.

The Board of Directors may decide to submit other questions to the members by written ballot cast by mail.

Section 3.  Biennial Elections

At the Annual meeting, in odd numbered years, there shall be election of Officers, Directors, and the Delegate to the American Kennel Club, who may, but need not, be an office or director of the Club.  The vote shall be conducted by mail, except as provided under Article IV, Section 4, when no valid nominations have been made by petition.

Ballots, to be valid, must be received by the Recording Secretary or a Board-approved agent not later than seven (7) days before the Annual Meeting.

Ballots shall be counted at the Annual Meeting by three (3) Inspectors of Election to be chosen by the members present at the meeting.

The person receiving the largest number of votes for each Officer position shall be declared elected.  The six (6) persons receiving the largest number of votes for the six (6) Directors positions shall be declared elected.  In the event of a tie vote, a runoff election by written, secret ballot shall be conducted at the Annual Meeting.  The process shall continue until all ties are broken.

If any nominee at the time of the meeting, is unable to serve for any reason, such nominee shall not be elected, and the vacancy so created shall be filled by the new Board of Directors in the manner provided for in Article III, Section 3.

Section 4.  Nominations and Ballots

No person may be a candidate in a Club election who has not been nominated in accordance with these By-Laws.  The Nominating Committee shall be chosen by the Board of Directors within thirty (30) days of the Annual Meeting.  The Committee will consist of three (3) members and two (2) alternates,  from different geographical areas of the U.S., all members in good standing, no more than one (1) of whom shall be a member of the current Board of Directors.  The Nominating Committee may conduct its business by mail, email or telephone.

(a) The Nominating Committee shall nominate one (1) candidate from among the eligible members of the Club, for each position on the Board of Directors and for the Delegate to the American Kennel Club.  The Nominating Committee shall obtain the written acceptance of each nominee so chosen.  The Committee shall then submit its slate of candidates to the Recording Secretary who shall mail the list to each member of the Club on or before January 1st so that additional nominations may be made by the membership, if they so desire.

(b) Additional nominations of eligible members may be made by written petition addressed to the Recording Secretary and received, by certified or registered mail, at said Secretary’s regular address on or before April 1st.  This written petition must be signed by ten (10) members, in good standing, and be accompanied by the written acceptance of each additional nominee signifying willingness to be a candidate.  Except for the position of Delegate, no person may be a candidate for more than one (1) position, and the additional nominations which are provided for herein may be made only from among those members who have not accepted a nomination of the Nominating Committee.

(c) If no valid, additional nominations are received by the Recording Secretary on or before April 1st, the Nominating Committee’s slate shall be declared elected at the time of the Annual Meeting, and no balloting will be necessary.

(d) If one (1) or more additional nominations are received by the Recording Secretary on or before April 1, the Secretary shall, on or before August 1st, mail to each member in good standing a ballot listing all of the nominees for each position in two (2) columns; one column for candidates named by the Nominating Committee and one (1) column for candidates nominated by petition, together with a blank envelope and a return envelope addressed to the Recording Secretary marked “Ballot” and bearing the name of the member to whom it was sent.

So that the ballots may remain secret, each voter, after marking the ballot, shall seal it in the blank envelop which in turn will be placed in the second envelope addressed to the Recording Secretary.

Prior to opening the outer envelopes and removing the blank envelopes the Inspectors of Election shall check the returns against the list of members who are in good standing, for the current year.  The Inspectors shall certify (a) the eligibility of the voters,  (b) the validity of each ballot, and (c)  The results of the voting.  The results shall be announced at the Annual Meeting.

(e) Nominations cannot be made at the Annual meeting or in any manner other than as provided herein.

 ARTICLE V

COMMITTEES AND BREED PUBLICATIONS

Section 1.  Standing Committees.

The Board may each year appoint standing committees to advance the work of the Club in such matters as dog shows, obedience trials,performance events, trophies, annual prizes, membership, and other fields which may well be served by committees.  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.  Committee Appointments.

Any committee appointment may be terminated by a majority vote of the entire Board upon written notice to the appointee.  The Board may appoint successors to those persons whose service has been terminated.

Section 3.  Breed  Publications.

The Club shall regularly issue a breed publication.  The Board shall appoint an Editor for the publication.  The Editor’s term shall coincide with Biennial Elections of the Board, and the Board will reappoint or name a successor by a majority vote of the entire Board.

Section 4.  Membership Directory.

An Annual membership directory shall be published each year in the breed publication no later than the second issue, following the conclusion of dues renewal.

Section 5.   Audit Committee.

In odd-numbered Club years, an Audit Committee shall be appointed by the Board of Directors, no later than May 15, to audit the financial records of the Club through June 1 of the current year.

In lieu of an Audit Committee, during an election year, the club shall hire an independent, certified CPA, approved by the Board, to conduct an audit prior to turning over the books to the new,  incoming Treasurer.  Prior to the Annual Meeting of that year, all financial records of the Club shall be furnished by the Treasurer to be reviewed by the Audit Committee.  The Committee shall submit a written report to the Board at the Board Meeting proceeding the Annual Meeting.

ARTICLE VI

DISCIPLINE

Section 1.  American Kennel Club Suspension. 

Any member who is suspended from the privileges of the American Kennel Club shall automatically be suspended from the privileges of the Puli Club of America, Inc. for a like period.

Section 2.  Charges.

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 Recording Secretary, together with a deposit of twenty-five dollars  ($25.00) which shall be forfeited if such charges are not sustained by the Board or a committee following a hearing.  The Recording Secretary shall promptly send a copy of the charges to each member of the Board and/or present them at a Board Meeting. 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 the breed.  If the Board considers that the charges do not constitute 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 appoint either itself or a committee of not less than three (3) Board members, one (1) of whom shall be appointed chair.  The chair shall set the date for a hearing by this committee, not less than three (3) weeks nor more than six (6) weeks from the date of receipt of notification of charges concerning the accused.  The Recording Secretary shall promptly send one (1) copy of the charges to the accused member by certified, return-receipt 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 desired.

Section 3.  Board Hearings.

The defendant or complainant may elect to have counsel attend the meeting, but both the committee Chair and/or the defendant must be notified, by certified, return-receipt mail at least seven (7) days prior to the meeting, if counsel for either party will be present. Should the charges be sustained after hearing all the evidence and testimony presented by the complainant and 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 (6) months from the date of the hearing, or until the next Annual Meeting if that will occur after six (6) months.  If the Board or Committee deems that punishment insufficient, it may also recommend to the membership that the penalty be expulsion.  In such cases, the suspension shall not restrict the defendant’s right to appear before 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 finding(s) shall be put in written form and filed with the Corresponding Secretary.  The Corresponding Secretary in turn shall notify each of the parties, by certified, return-receipt mail, of the decision and penalty, if any.

Section 4.  Appeal.

The accused shall have the right to appeal the decision of the Committee to a neutral third party, mutually agreed upon by the accuser and the accused.  Any costs incurred in third party arbitration, shall be borne equally between the accuser and the accused.

Section 5.  Expulsion.

Expulsion of a member from the Club can be accomplished at the Annual meeting of the Club  (a) following a hearing and  (b)  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 or her own behalf.  No evidence shall be taken at this meeting.  The President shall read the charges, the finding(s), and recommendations, and shall invite the defendant, if present, to speak in his or her own behalf.

The members shall then vote by secret written ballot on the proposed expulsion.  A two-thirds vote of those members in good standing present and voting at the Annual Meeting shall be necessary for expulsionIf expulsion is not so voted, the suspension shall stand.

ARTICLE VII

AMENDMENTS 

Section 1.    Amendment Proposals.

Amendments to the Constitution, By-Laws and Operational Rules, and to the Standard for the Breed may be proposed by the Board of Directors or by written petition addressed to the Recording Secretary, signed by twenty percent (20%) of the members in good standing.  Amendments proposed by such petitions shall be promptly considered by the Board of Directors and must be submitted to the membership by the Corresponding Secretary with recommendations of the Board.  A vote must be taken within three (3) months of the date when the petition was received by the Recording Secretary.

Section 2.    Amendment Process.

The Constitution, By-Laws and Operational Rules, and the Standard for the Breed may be amended at any time provided a copy of the proposed amendment has been mailed by the Recording Secretary to each member, accompanied by a ballot on which the member may indicate a choice for or against the action to be taken.  The notice shall specify a date, not less than thirty (3) days after the date of mailing, by which date the ballots must be returned to the Recording Secretary to be counted.  The favorable vote of two-thirds of the members in good standing whose ballots are returned within the time limit shall be required to pass any such amendment.

Section 3.    Amendments and AKC

No amendment to the Constitution and By-Laws, or the Standard for the Breed, that is adopted by the Club shall become effective until after it has been approved by the American Kennel Club.

ARTICLE VIII

DISSOLUTION

Section 1.    Dissolution of the Club.

The Club may be dissolved at any time by the written consent of not less than two-thirds of the members in good standing.  In the event of the dissolution of the Club, other than for purposes of reorganization, whether voluntary or by operation of law, none of the property of the Club nor any proceeds thereof nor assets of the Club shall be distributed to any member of the Club.  However, after payments of the debts of the Club, its property and assets shall be given to the American Kennel Club.

ARTICLE IX

ORDER OF BUSINESS

Section 1.   Annual Meeting.

At the Annual meeting of the Club, the order of business, so far as the character and nature of the meeting may permit, shall be as follows:

Roll Call
Ballot Counters
Minutes of the Last Meeting
Report of the President
Report of the Corresponding Secretary
Report of the Recording Secretary
Report of the Treasurer
Report of the Financial Accounts
Report of the Delegate to the American Kennel Club
Reports of the Committees
Report of Election of Officers and Board at Alternate Annual Meetings
Election of New Members
Unfinished Business
New Business
Adjournment

Section 2.    Board Meetings

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

Reading of the Minutes of the Last Meeting
Report of the Corresponding Secretary
Report of the Recording Secretary
Report of the Treasurer
Report of the Financial Accounts
Report of the Delegate to the American Kennel Club
Reports of the Committees
Unfinished Business
Election of New Members
New Business
Adjournment

 

Section 3.   Parliamentary Authority 

The current edition of Robert’s Rules of Order shall govern the proceedings of this Club in all cases to which they are applicable and in which they are not inconsistent with this Constitution, By-Laws, and Operational Rules.