By-Laws: Article III-Directors and Officers
Section 1. Board of Directors.
The Board shall be comprised of the President, Vice-President,Recording Secretary, Corresponding Secretary, Treasurer, four (4) Regional Directors (all together “Directors”) and a Delegate to the American Kennel Club (hereinafter referred to as AKC Delegate), all of whom must be Active Members in good standing. Following the terms of office of the Directors in office at the time of passage of these Bylaws, any Director elected shall be elected for a two (2) year term and shall serve until the year their successors are elected at the annual election. The Directors serving at the time of the passage of these Bylaws shall serve the entirety of the terms to which they were elected. The President, Vice-President, Corresponding Secretary, and Regional Directors from odd numbered regions shall be elected at the annual election held in odd numbered years and the Recording Secretary, Treasurer, and Regional Directors from even numbered regions shall be elected at the annual election held in even numbered years. General management of the Club's affairs shall be entrusted to the Board of Directors.
Section 2. Qualifications and Term of Office.
(a) All Directors shall be members in good standing with the right to vote under the BPCA Bylaws and must be residents of the United States residing in the United States during their term.
(b) ll Directors shall have been members in good standing with the right to vote under the BPCA Bylaws for a minimum of one (1) full year prior to nomination.
(c) No member may hold more than one position as Director at any time except for the position of Delegate.(d) No more than one member living at the same address and/or related by birth or marriage shall serve simultaneously on the Board.
(e) Regional Directors must reside in the Region they represent.
(f) No Director may serve more than two (2) consecutive terms in any one elected position. Upon completion of two (2) consecutive terms in one position, a minimum period of two (2) years must elapse prior to that member standing for reelection to the previously held position. Standing for election means to run for a position as Director or as an Officer, and does not mean to serve in the office. This shall not preclude a Director from being elected to a completely different position following completion of two (2) consecutive terms in one position.
(g) All Board members must attend the Annual Meeting of the Club and all Special Meetings of the Club unless they can show good cause why they did not attend any such meeting. Failure to attend any such meeting without a showing of good cause shall be treated as a resignation by the Board, and the vacant directorship filled under the vacancy provisions set forth below.
Section 3. Officers.
The Club's officers, consisting of the President, Vice-President, RecordingSecretary, Corresponding Secretary and Treasurer, shall serve in their respective capacities both with regard to the Club and its meetings and the Board and its meetings.
(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 bylaws. The President shall have the right to call meetings, and coordinate officers, committees, and Board. In addition, following the election of a new President, the former President shall attend the Board meetings as Immediate Past President and may, at the discretion of the Board, sit on the Board for a period of one (1) year in a non-voting, and advisory capacity only. In such capacity the Immediate Past President may attend any and all Board meetings with the exception of executive sessions during the initial year of his/her immediate successor's term of office.
(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. This person shall assist the President in any manner in which the President deems necessary.
(c) The Recording Secretary shall keep the minutes, a record of all meetings of the Club and of the Board, a record of all votes taken by mail, and of all matters of which a record shall be ordered by the Club. The Recording Secretary shall keep a roll of the members of the Club with their addresses and phone numbers, e-mails, and type of membership, send to members the ballots, send out the ballots of the Club to the membership, where relevant send out any motion to the Board Members that will be voted upon by electronic means as set forth below, and carry out such other duties as are prescribed in these Bylaws. Further, should the Board elect to do so, the Recording Secretary may be the recipient of ballots cast by members.
(d) The Corresponding Secretary shall have charge of the correspondence, notify members of meetings, notify new members of their election to membership, receiving and processing membership applications, notify officers and directors of their election to office, keep a roll of the members of the Club with their addresses and phone numbers, e-mails, type of membership, and carry out such other duties as are prescribed in these Bylaws. Further, the Corresponding Secretary shall be responsible for sending to applicants, receiving and processing membership applications.
(e) 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 Club’s bank account shall have as signatories on the account the Treasurer and President of the Club. The books of accounting of the Club shall at all times be open to inspection by the Board, by a committee designated by the board or by a professional auditing agency designated by 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 may be bonded in such amount as the Board of Directors shall determine appropriate, but not to be less than the assets of the Club.
Section 4. Regional Directors.
For the purpose of securing broad geographical representation to the Board of Directors, there shall be four Regions. The Regions shall be based upon distribution of club membership, geographic boundaries and accessibility insofar as is practical and reasonable. Each Region shall be represented by one regional director whom shall reside in that region and be a member of the Board of Directors.
(a) Region 1.
Region 1 shall include the states of Connecticut, Delaware, Maine, Maryland, Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania, Rhode Island, Vermont, and the District of Columbia.
(b) Region 2.
Region 2 shall include the states of Alabama, Florida, Georgia, Indiana, Kentucky, Michigan, Mississippi, North Carolina, Ohio, South Carolina, Tennessee, Virginia, and West Virginia.
(c) Region 3.
Region 3 shall include the states of Arkansas, Illinois, Iowa, Kansas, Louisiana, Minnesota, Missouri, Nebraska, North Dakota, Oklahoma, South Dakota, Texas, and Wisconsin.
(d) Region 4.
Region 4 shall include the states of Alaska, Arizona, California, Colorado, Hawaii, Idaho, Montana, Nevada, New Mexico, Oregon, Utah, Washington, and Wyoming.
The Regions shall be reviewed every four (4) years for possible adjustment based on actual Club membership at the time of the review such that proportional representation shall be created wherein each Regional Director has the approximately same membership within each Regional Director’s region. This is to be approximate, and is not to be exact. Determination of proportionality shall be made exclusively by the Board, and the regions thereafter adjusted by the Board at the time of review. Such adjustment shall not require amendment of the Bylaws when no region is adjusted to contain greater or less than twenty (20) percent more or less respectively members than the average for all regions. Further, all regions shall only be created from contiguous states.
Section 5. AKC Delegate.
Shall represent the Club membership and Board in all matters at meetings of the delegate body of the American Kennel Club. The AKC Delegate shall submit a written report regarding such meetings to the Recording Secretary in a timely fashion, and shall inform the Board of any matters that a reasonable person would recognize as potentially having a material effect on the Berger Picard breed or the club. The AKC Delegate shall serve a three (3) year term or until his or her successor is elected, whichever is later.
Section 6. Vacancies.
Any vacancies occurring on the Board or among the offices during the year shall be filled for the remainder of the unexpired term 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 Vice-President shall be filled by the Board. The membership shall be notified of any such vacancies within fourteen (14) days of the vacancy occurring. All vacancies shall be filled by the Board within thirty (30) days and the membership notified in the manner provided by Article II, Section 5.
Section 7. Partial terms.
Should a member serve one (1) day greater than half of a term where a vacancy of that position as Director or Officer occurred (“partial term”) that partial term served shall be considered as a term for purposes of determining consecutive terms as set forth above.
Section 8. Club Property and Records.
When a Director vacates a position as Director in any manner but not limited to resignation, termination, election or death all properties and records relating to a position as Director must be turned over to the club within thirty (30) days of that Directorship being vacated.