constitutionandlaws - The Official Site of the BSCA

Constitution of the Bergamasco Sheepdog Club of America

Article I. Name. The name of the Club shall be BERGAMASCO SHEEPDOG CLUB OF AMERICA, INC. hereinafter also referred to as “the Association, the Club or BSCA.”

Article II. Objects and Purpose. The objects and purpose of the Club shall be:

a) to promote and protect the health, temperament and well-being of the Bergamasco Sheepdog ;

b) to promote the ethical breeding standards with particular commitment to guarding against the propagation of heritable genetic diseases;

c) to promote breed education and responsible pet ownership;

d) 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 the Bergamasco Sheepdog shall be judged;

e) 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;

f) to conduct sanctioned matches, specialty shows and any other event for which the club is eligible under the rules of American Kennel Club.

Article III. Association Profits. BSCA shall not be conducted or operated for a profit and no part of any profits of remainder or residue from dues or donations to BSCA shall inure to the benefit of any member or individual.

Article IV. Rules For Licensed Events. All licensed events sponsored by the Association will be run in accordance with the rules, policies, and procedures of the American Kennel Club®.

Article V. No individual or group of individuals known to: promote, support, raise dogs for fighting; knowingly sell, give or trade dogs that will be used for fighting; condone or be associated with the facing off, game testing, rolling or pitting; will be tolerated or allowed membership in this association. Such individuals will be banned from all AKC events and clubs, with no reinstatement at any time.

Article VI. Association Name and Emblem usage. The use of the BSCA emblem or name in any form of advertising by any member of group or group of members is expressly prohibited except by BSCA itself, without the written approval of the Board of Directors.

Laws of The Bergamasco Sheepdog Club of America

Article I. Membership.

Section 1. Eligibility. There shall be 3 types of membership open to all persons who subscribes to the purposes and objectives of the Association, [agrees to abide by the Association Code of Ethics,] and is in good standing with AKC and BSCA.

The membership is unrestricted as to residence as long as it is within the continental US.

Section 2. Types of Membership.

Section 2.1. Charter membership. Members who joined the Association on or before Dec 31, 2004 shall be entitled to the designation “Charter Member.” Charter members are entitled to one vote and are eligible to hold office in the Association.

Section 2.2. Household membership. Open to any member(s) of a household 18 years of age or older. Each Household membership is entitled to one vote and only one household member may hold office at any one time. Each household membership can only have a maximum of two votes.

Section 2.3. Junior membership. Junior membership is open to any individual who is ten years old to seventeen years of age. Juniors may convert to Single membership upon reaching their 18^th birthday. Junior members shall not be entitled to vote nor eligible to hold office, but shall be eligible for annual trophies or awards offered by or through the Association.

Section 3. Dues.

Section 3.1. Amount. Annual membership dues shall be determined by the Board of Directors not to exceed $25.00 per membership category per year.

Section 3.2. Payment of dues. Dues are payable on or before the first day of January of each year.

Section 3.3. Dues statement. During the month of November of each year, the Treasurer shall send to each member a statement of dues for the ensuing year.

Section 3.4. Nonpayment of dues. No member may vote whose dues are not paid for the current year. The membership of any member who has not paid his/her dues by March 31st of any calendar year shall lapse. The Board of Directors may grant a grace period of an additional 30 days for payment to any member who applies for an extension.

Section 4. Application for membership.

Section 4.1. Submitting the application. Each applicant for membership in the Association shall apply on a board-approved Application for Membership, (the application shall state the name, address and occupation of the applicant.) which shall provide that the applicant agrees to abide by the laws and code of ethics of BSCA and the rules and regulations of the American Kennel Club. The prospective member shall submit the completed application and dues payment for the current year to the Secretary.

Section 5. Election to Membership. Applicants may be elected by the Board of Directors Affirmative votes of 75% of the Directors present at a meeting of the Board or of 75% of the entire Board voting by mail, shall be required to elect an applicant.

Section 6. Rejected Applications. The applicant whose membership application is rejected by the Board may personally present the application at the next meeting of the Association. The Association membership may elect such applicant at a favorable vote of 75 percent of the members present, in good standing, and voting.

Section 7. Termination of membership. Memberships may be terminated for any of the following reasons:

Section 7.1. 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.

Section 7.2. Lapsing. A membership will be considered as lapsed and automatically terminated if such member’s dues remain unpaid after March 31^st. However, the Board may grant an additional 30 days of grace to such delinquent members in meritorious cases. 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.

Section 7.3 Expulsion. A membership may be terminated by expulsion as provided in Article VIII of these bylaws.

Article II. Association Year.

Section 1. Fiscal Year. The Club’s fiscal year shall begin on the 1st day of January and end on the last day of December.

Section 2. Official Year. The Club’s official year shall begin immediately at the conclusion of the election at the annual meeting and shall continue through the election at the next annual meeting.

Article III. Meetings.

Section 1. Regular membership meetings. Regular membership meetings of the club shall be held at such time and place as may be designated by the Board of Directors. Written notice of the time, place and location of this meeting shall be mailed not later than 15 days prior to the meeting

Section 2. Annual Meeting. The annual in-person meeting of the Club shall be held in conjunction with the Clubs Specialty Show if possible, at a place, date and hour designated by the Board of Directors. Written notice of the annual meeting shall be mailed by the Secretary to each member at least 30 days prior to the date of the meeting.

Section 3. Special Association Meetings. Special meetings may be called by the President or by a majority vote of the members of the Board of Directors who are present and voting at any meeting of the Board, and shall be called by the Secretary upon receipt of a petition signed by 10 percent of the members of the Association who are in good standing. Such special meetings shall be held at a place, date and hour as may be designated by the person or persons authorized herein to call such a meeting. Written notice of such a meeting shall be mailed by the Secretary at least fifteen (15) days and not more than thirty (30) days prior to the date of the meeting, and said notice shall state the purpose of the meeting and no other Association business may be transacted thereat. The quorum for such a meeting shall be 20 percent of the members in good standing. Special Association meetings require the physical attendance of the members in one room.

Section 4. Board Meetings. The first meeting of the Board shall be held immediately following the election. Other meetings of the Board of Directors shall be held bi-monthly at such times and places as are designated by the President or by a 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. The quorum for a Board Meeting shall be a majority of the Board voting at the meeting.

Section 5. Special Board meetings. Special meetings of the Board may be called by the Association President, Vice President, or by the Secretary upon receipt of a written request signed by at least three members of the Board. Such special meeting shall be held at such time and place as may be designated by the person authorized to call such meeting. The Secretary shall mail written notice of such meeting at least 30 days prior to the date of the meeting. Any such notice shall state the purpose of the meeting and no other business shall be transacted thereat. The quorum for such a meeting shall be a majority of the Board.

Section 6. Conducting Association business via electronic communication to facilitate Association business for informational purposes, official club business is conducted in person.

Section 6.1. Association discussions.

a. Notice. Written notice of Association on-line discussions shall be mailed or e-mailed to all Association members in good standing by the Secretary at least 14 days and not more than 30 days prior to the scheduled discussion. Notice shall include:

1. A designated e-mail list, chat room or message board with instructions how to access the list, room or message board;

2. The purpose(s) of the meeting and the starting and ending dates and times during which discussion may take place. No other Association business shall be discussed.

b. Quorum. No quorum shall be required for Association discussions.

c. Voting. No vote may be taken on any motion.

d. Minutes. The Secretary shall be responsible for keeping minutes of these discussions by using chat room logs, copying messages from the message board, copying e-mail from the list, or by taking notes of the discussion.

Section 6.2. Regular Board discussions. A majority of the Board may designate a regular date, time and e-mail list, chat room or message board for Board discussions.

a. Notice. These regular discussions may be held without notice but the President shall publish an agenda at the beginning of each discussion.

b. Roll call. The Secretary will take a roll call at the beginning of each designated meeting period.

c. Quorum. A quorum for these discussions shall be a majority of the Board members. A Board member shall be considered present if he/she responds within one-half hour in a chat room or within 24 hours on an e-mail list or message board.

d. Voting. Board members may vote on any properly-made motion during these discussions, but no such vote shall be valid unless a written copy of the motion signed by the Board member clearly indicating the Board member’s approval or disapproval of the motion is received via mail or fax by the Secretary within 10 days of the electronic vote. Board members shall be notified by mail or e-mail of the results of all balloting.

e. Minutes. The Secretary shall be responsible for keeping minutes of these discussions by using chat room logs, copying messages from the message board, copying e-mail from the list, or by taking notes of the discussion.

Section 6.3. Special Board discussions. Special Board discussions may be called by the Association President, Vice President, or by the Secretary upon receipt of a written request signed by at least three members of the Board. Such special discussion shall be held at such date and time and in such electronic format (e-mail list, chat room or message board) as may be designated by the person authorized to call for such a discussion.

a. Notice. The Secretary shall mail or e-mail written notice of such meeting at least 14 days prior to the date of the discussion. Any such notice shall state the purpose of the discussion and no other business shall be transacted thereat.

b. Quorum. A quorum for these discussions shall be a majority of the Board members. A Board member shall be considered present if he/she responds within one-half hour in a chat room or within 24 hours on an e-mail list or message board.

c. Voting. Board members may vote on any properly-made motion during these discussions, but no such vote shall be valid unless a written copy of the motion signed by the Board member clearly indicating the Board member’s approval or disapproval of the motion is received via mail or fax by the Secretary within 10 days of the electronic vote. Board members shall be notified by mail or e-mail of the results of all balloting.

Article IV. Directors and Officers.

Section 1. Board of Directors. The Board is comprised of the 4 officers ( President, vice president, treasurer and secretary) and 2 directors. General management of the Club’s affairs shall be entrusted to the Board of directors. This board is comprised of a set number of members. If the club’s needs change the composition in the future, an amendment for that change can be made at that time. All Officers and Directors must be in good standing with the American Kennel Club and who are residents of the United States.

Section 2. Termination of Office. Any Board member who misses two board meetings within a Club year shall be removed from the Board of Directors, unless a majority of the board members present and voting at the meeting from which the board member is absent for the second time votes to excuse one or both of the absences.

Section 3. Officers. The Club’s officers, consisting of the President, Vice-President, Secretary and Treasurer shall serve in their respective capacities both with regard to the Club and its meetings and the Board and its meetings. All Officers must be in good standing with the American Kennel Club and who are residents of the United States.

Section 3.1. President. 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 bylaws.

Section 3.2. Vice-President. The Vice President shall assist the President when and where possible. The Vice President shall serve as Parliamentarian. The Vice President shall have the duties and exercise the powers of the President in case of the President’s death, absence or incapacity.

Section 3.3. Secretary. The Secretary shall keep a written record of all meetings of the Club and of the Board and of all matters of which a record shall be ordered by the Club, votes taken by mail; have charge of the correspondence, including but not limited to:

a) Notifying members of meetings and event;

b) Accept membership applications;

c) Notifying new members of the election to membership;

d) Notifying Officers and Directors of their election to office;

e) Keeping a roll of the members of the Club with their addresses, phone numbers and e-mail;

f) Preparing, printing and mailing official Association ballots;

g) In the death, absence or incapacity of the President and Vice-President, carrying out the duties and exercising the powers of the President; and

h) Carrying out such other duties as are prescribed in these BY-LAWS.

Section 3.4. Treasurer. The Treasurer shall collect and receive all moneys due or belonging to the Club. Moneys shall be deposited in a bank approved 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. In the event of the resignation, death or expulsion of the Treasurer, all moneys and account books of the Association shall be handed over to the Board of Directors until the office of Treasurer is filled. The President shall sign all checks during this interim period. The Treasurer shall be bonded in such amount as determined by the board of directors.

Section 4. Resignations. Any member of the board of directors may resign at any time by giving a written notice to the secretary of the club. Such resignation shall take effect at the time specified therein, and unless otherwise stated therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 5. Vacancies. Any vacancies occurring on the Board or among the officers during the year shall be filled until the next bi-annual election by a majority vote of all the then 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 Executive Vice-President shall be filled by the board.

Section 6. Compensation. The members of the board shall serve without compensation for time or labor but may be compensated for reasonable and necessary expenses.

Article V. Elections and Voting.

Section 1. 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 the bi-annual election of Officers and Directors and amendments to the constitution and by laws and the standard for the breed which 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 specific questions for decision of the members by written ballot cast by mail.

Section 2. Nominations. No person may be a candidate in a Club election who has not been nominated in accordance with these bylaws. No person may be nominated for more than on position on the Board of Directors. Nominations cannot be made at the annual meeting or in any manner other than as provided in this section.

Section 2.1. Nominating Committee. A Nominating Committee shall be chosen by the Board of Directors before September 1^st. The Committee shall consist of three members from different areas of the United States, 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 mail.

Section 2.2. Inspectors of the Election/Tally Committee. At the same time it selects a Nominating Committee, or immediately before submitting a proposed amendment to the Constitution or Bylaws to the Secretary, the Board of Directors shall select three Association members, living within reasonable driving distance of one another, who are members in good standing and neither members of the current Board nor candidates on the ballot to serve as the Inspectors of the Election/Tally Committee, in the event that it becomes necessary to hold an election or vote on a proposed amendment to the Constitution and Bylaws, and count ballots. The board shall name one member of this committee as Chairperson, who shall receive all mail-in ballots from the Association Secretary and who shall report the results of the election to the Association Secretary.

Section 2.3. Candidates. 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 shall then submit its slate of candidates to the Secretary not later than October 15^th. The Secretary shall mail the list, including the full name of each candidate and the name of the state or province in which he/she resides, to each member of the Club on or before November 1^st, so that additional nominations may be made by the members if they so desire.

Section 3.4. Additional Nominations. Additional nominations of eligible members may be made by written petition addressed to the Secretary and postmarked on or before December 15^th, signed by five members and accompanied by the written acceptance of each such additional nominee signifying his/her willingness to be a candidate. No person shall be nominated for more than one position.

a. If no valid additional nominations are postmarked on or before December 15th, the Nominating Committee’s slate shall be declared elected and no balloting will be required.

b. If one or more valid additional nominations are postmarked on or before December 15th, the Secretary shall, on or before January 15th, mail to each member in good standing a ballot listing all of the nominees for each position in alphabetical order, with the names of the states in which they reside, together with a blank envelope and a return envelope addressed to the 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 their ballot, shall seal it in the blank envelope which in turn shall be placed in the second envelope addressed to the Secretary.

Section 3.5. Counting The Ballots. Notice with such ballot shall specify a date not less than 30 days after the date postmarked by which date the ballots must be returned to the Secretary. Ballots postmarked after that date shall be invalid. The Secretary shall immediate forward all ballots to the Tally Chairperson who shall set a meeting time for the Tally Committee as soon as practicable after the 30 days from postmarked date has passed and a place convenient to all committee members, at which meeting the committee shall count the ballots. The Tally Committee shall check the returns against the list of members whose dues are paid for the current year prior to opening the outer envelopes and removing the blank envelopes, and shall certify the eligibility of the voters as well as the results of the voting. The Tally Chairperson shall report the election results to the Club Secretary not later than March 1^st. All ballots and the envelopes in which they were received shall be given to the club Secretary, who shall keep them for two years as part of the Association’s official records.

Article VI. Contracts, Loans, Checks.

Section 1. Contracts. The Board may authorize any Officer, agent or employee to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association.

Section 2. Loans. No loan shall be contracted on behalf of the Association, and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 3. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Association shall be signed by the Association Treasurer, or such agent or employee of the Association and in such a manner as shall from time to time be determined by the board.

Article VII. Committees.

Section 1. Appointing Committees. The Board shall each year appoint such standing committees as needed to advance the operation of the Association or to aid the board on particular projects. Such committees shall always be subject to the final authority of the Board.

Section 2. Terminating Committee Appointments. Any committee appointment may be terminated by majority vote of the full membership of the board upon full written notice to the appointee, and the board may appoint successors to those persons whose service has been terminated.

Article VIII. Discipline.

Section 1. Suspension. Any member who is suspended from all privileges of The American Kennel, automatically shall be suspended from the privileges of this Club for a like period.

Section 2. Charges. Any member may prefer charges against a member for alleged misconduct prejudicial to the best interests of the Club or the breed. Written charges with specifications must filed in duplicate with the Secretary together with a deposit of $200.00 which shall be forfeited if such charges are not sustained by the Board or a Committee 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 action 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 allege conduct which would be prejudicial to the best interests of the club or of the breed it may refuse to entertain jurisdiction. If the Board entertains jurisdiction of the charged it shall fix a date of a hearing by the Board or a Committee of not less than three members of the Board, not less then 3 weeks nor more that 6 weeks thereafter. The Secretary shall promptly send one copy of the charges to the accused member by certified mail together with a notice of the hearing and an 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, 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 or Committee may be a majority vote of those present reprimand or 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 that will occur after 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 fellow members at the ensuing Club meeting which considers the recommendations 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 from 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 their own behalf though no evidence shall be taken at this meeting. The President shall read the charges and the findings and recommendations, and shall invite the defendant, if present, to speak in their own behalf The meeting shall then vote by secret ballot on the proposed expulsion. A 2/3 vote of those present and voting at the annual meeting shall be necessary for expulsion. If expulsion is not so voted the suspension shall stand.

Article IX. Amendments.

Section 1. Proposing Amendments. Amendments to the constitution and bylaws may be proposed by the Board of Directors or by written petition addressed to the Secretary signed by 30 percent of the membership in good standing. Amendments proposed by such petition shall be promptly considered by the Board of Directors and must be submitted to the members with the recommendations of the board by the Secretary for a vote within three months of the date the petition was received by the Secretary.

Section 2. Publishing Proposed Amendments. Proposed amendments must be mailed and include the recommendations of the board. The Secretary shall mail to each member in good standing a ballot listing all proposed amendments, together with an envelope addressed to the Chairperson of the Tally Committee. Ballots may be mailed with a club newsletter. The same ballot form may be used for proposed amendments as for the annual election of Officers and board members.

Section 3. Voting Procedures. Proposed amendments to the constitution and bylaws or breed standard may be included on the same ballot used for the annual election of board members. Ballots shall be returned, counted, and results announced in accordance with the procedures outlined in Article V, Sections 2.5 and 2.6. The favorable vote of 2/3 of the members in good standing who return valid ballots within the specified time limit shall be required to effect such a proposed amendment.

Article X. Breed Standard. The official breed standard for the Bergamasco has been prepared by the American Kennel Club, Inc., working in conjunction with a person or committee appointed for that purpose by the BSCA. The BSCA may propose an amendment to the standard at any time, provided that:

1. The amendment is brought before the regular members in good standing for a written vote in accordance with this Constitution and Bylaws and,

2. Such amendment receives an affirmative vote from ¾ of those casting valid ballots.

Article XII. Order of Business.

Section 1. Club membership meetings. 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:

· Roll Call
· Minutes of the last meeting
· Report of President
· Report of Secretary
· Report of Treasurer
· Reports of Committees
· Election of Officers and Board (at Annual Meeting every other year)
· 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 majority vote of those present, shall be as follows:

· Roll Call
· Reading of minutes of last meeting
· Report of Secretary
· Report of Treasurer
· Reports of Committees
· Unfinished business
· Election of new members
· New business
· Adjournment

Article XIII. Parliamentary Authority. 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.

Article XI. Certification.

Section 1. Original Certification. The founding Constitution and Bylaws, constitute the original Constitution and Bylaws of the Association, duly adopted it’s Board of Directors on November 1st, 2012.

· Donna Defalcis, President
· Jeanine Glover, Vice-President
· Juan-Manuel Olivera-Silvera, AKC Delegate, Educational Chairman
· Jesse Meade, Secretary
· Stephen DeFalcis, Director Chairman of the Board

Section 2. Amendment. We hereby certify that the foregoing Constitution and Bylaws, constitute the amended Bylaws of the Association, duly adopted in accordance with the then current Constitution and Bylaws, at a meeting properly noticed and held, and at which a quorum was present on the February 27, 2008.

Donna DeFalcis 11/01/2011

President

Jeanine Glover 11/01/2011

Vice-President

Bergamasco Sheepdog Club of America

USA

Phone: (215) 741 1172

Email: contact@bergamascousa.org

Website: www.bergamascousa.com