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Constitution - Draft

- D R A F T #4 (April 14/05) -

CANADIAN NATIONAL MASTER RETRIEVER CLUB

CONSTITUTION AND BY-LAWS

•  The name of the Club shall be "Canadian National Master Retriever Club" (and may be abbreviated to CNMRC)

•  The objectives are to conduct a hunt test open to previously qualified dogs for the purpose of determining those dogs which meet the high standards of a working hunting dog under simulated realistic field and water hunting conditions. Such hunt test shall be held once annually within Canada. The conditions under which dogs qualify to enter shall be set forth in the currently prevailing Running Rules governing the Hunt Test.

•  The Club shall conduct its Hunt Tests through the medium of the Canadian National Master Retriever Company Ltd. (CNMRC Ltd.), a "not-for-profit" company incorporated under the laws of the Province of Ontario and licensed to conduct its affairs in other Canadian jurisdictions as may be required from time to time. The Company will be wholly owned by the CNMRC, who shall designate three Trustees to hold the shares of the Company in Trust for its membership.

•  The property and assets of the CNMRC shall be used solely to promote its purpose as herein defined.

Upon any dissolution or winding up of the CNMRC, any assets shall be distributed to charitable or non-profit organizations, as decided upon by secret ballot by its voting members.

•  The members of the CNMRC shall adopt and may from time to time revise such bylaws as may be required to conduct and carry out these objectives as stated above. Notice for any such proposed changes shall be circulated not less than 9 months in advance of the meeting at which the vote is to take place.

BY-LAWS

•  The membership of the CNMRC shall consist of:

•  Charter members - those Clubs affiliated with the Canadian Kennel Club (CKC) and/or Hunting Retriever Club (HRC) and individual persons who have paid an initial membership fee of $100.00 to the CNMRC prior to August 1, 2005.

•  Regular members - those individual persons who have applied for membership and been accepted and whose membership is in good standing by payment of the prescribed annual membership fee set by the Club. Any individual who is a handler or owner and whose dog has received "a pass" at the most recent annual hunt test is automatically entitled to become a regular member upon payment of the prescribed annual fee.

A regular member whose membership has lapsed for more than three years must re-apply for membership unless she/he otherwise qualifies by receiving "a pass" in the most recent annual hunt test.

(NOTE: it may be that a separate category of membership should be created for clubs. What clubs? CKC, UKC/HRC, NAHARA? If clubs then should define what voting rights clubs have as distinct from individuals. Fees for clubs? etc.)

•  Membership dues - the Club will establish at its annual meeting the level of dues for the following calendar year. Members' dues must be fully paid by March 1 st in the year following the aforesaid annual meeting. The membership fee covers the calendar year January 1 st to December 31 st .

•  Each regular paid up member shall have one vote at Club meetings. Each charter member shall have one vote at Club meetings, held before December 31, 2006. Thereafter, a charter member must pay the regular membership fee on a timely basis to be entitled to vote. A charter member who fails to pay her/his membership fee for the year 2007 and those following is not entitled to a vote, but such individual's membership does not lapse per se. She/he may regain voting status by paying the current annual regular membership dues on a timely basis.

(Question: how many charter members have signed on? If few, perhaps scrap this category.)

ELECTION TO MEMBERSHIP

Each application for membership shall be on an approved form and shall provide that the applicant agrees to abide by this constitution and bylaws. The Executive at its regular meeting shall process applications for membership.

(NOTE: Require every entrant at the Master National to be a member - the handler? The dog owner? Both? joins for that year ending December 31 st . Therefore, those members joining this late have no vote at annual meeting.)

The secretary shall circulate, before March 31 st , a list of members in good standing as of March 2 nd of each year. Included will be the list of charter members, indicating those who enjoy the current years' voting.

TERMINATION OF MEMBERSHIP

Membership may be terminated:

a) By Resignation.

Any member in good standing may resign from the CNMRC upon written notice to the secretary, but no member may resign when in debt to the CNMRC.

b) By Lapsing.

A regular membership will be considered lapsed and automatically terminated if such member's dues remain unpaid after March 2 nd of each year. In no case may a person be entitled to vote at any CNMRC meeting whose dues are unpaid as of the date of the meeting.

CLUB MEETINGS

Meetings of the CNMRC shall be held at least once a year and at a place designated by the Executive. Where it is practical, the annual meeting will be held in conjunction with the running of the Annual Master National Hunt Test. Written notice of meetings will be mailed by the secretary at least 90 days prior to the day of the meeting. In lieu of postal mail, members may be notified electronically.

The annual meeting of members will include the annual meeting of the CNMRC Ltd. as part of its' regular business. Such items as are required to maintain the Company in good standing will be transacted.

SPECIAL CLUB MEETINGS

Special meetings shall be called by the Executive by notification, not less than 90 days in advance, to all members, either by post or electronically, within 20 days of the receipt by the Secretary of a request to hold such meeting, signed by not less than 25% of the fully paid up voting members. Such request to the Secretary may be sent in counterpart either by post or electronically. The request, by not less than the 25% of the members, shall state in sufficient detail the purpose of the meeting. The notice calling the meeting may be augmented by additional agenda items at the discretion of the Executive.

MINUTES OF MEETINGS

The Secretary shall send to each voting member, in a timely fashion, minutes of any regularly constituted meeting of members.

Voting: Only members, whose annual dues are current at the commencement of the meeting, shall be entitled to vote. A qualified voting member may assign a proxy to another individual who need not be a member. Such proxy shall be lodged with the Secretary at least three days in advance of the meeting and may be transmitted by mail or electronically.

MANAGEMENT

The management of the CNMR Club is vested in its Board of Directors, which will be comprised of not less than 10 persons or more than _____________. Directors will be elected from a slate of nominees at the annual meeting. The slate of nominees will be circulated by the Secretary together with the notice calling the meeting. Nominations from the membership at large may be lodged with the Secretary in writing up to three days in advance of the annual meeting. Such additional nominations shall have a proposer and two seconders (all in writing) and a letter from the nominee that she/he is prepared to stand for election.

All nominations shall be accompanied by a brief description of the material qualifications of the nominee.

Directors shall be elected for a term of three years and shall be eligible for re-election. (Initially one-third of the Board shall be elected for one year, a third for two years and the balance for three years).

THE EXECUTIVE

The Club's day-to-day affairs shall be managed by an Executive. The Executive shall comprise of the President, Vice-President, Secretary, Treasurer (a single person may fill both offices of Secretary and Treasurer), and the past President. There will be a minimum of 4 people on the Executive and a maximum of 9. All members of the Executive shall be Directors. The President may invite other Directors to join the Executive to the maximum of the 9 persons forming the Executive

The Officers of the Club shall be elected by the Board of Directors.

General management of the CNMRC's affairs and day-to-day activities shall be entrusted to the President.

The Directors shall meet at least twice annually in addition to the annual meeting convention and shall meet at the call of the President. The Executive shall meet at the call of the President.

a) The President shall preside at all meetings of the CNMRC, unless indisposed, and shall have the duties and powers normally associated with the office of President in addition to those specified in the Bylaws.

b) The Vice-President shall have the duties and exercise the powers of the President in the case of the President's death, absence, or incapacity.

c) The Secretary shall keep a record of all meetings of the CNMRC, the Executive, and of the Board of Directors and all matters as requested by the CNMRC. She/he shall be responsible for all correspondence and maintain a record of all members of the CNMRC with the addresses, telephone numbers, and e-mail addresses and carry out such duties as are prescribed in these Bylaws.

d) The Treasurer shall collect and receive all monies due or belong to the CNMRC. She/he shall deposit same in a bank account in the name of the CNMRC. Two signatures will be required for all release of funds. The signatories shall at least be the Treasurer or the President, together with any other duly appointed signator.

e) Any surplus monies shall be kept in a bank account or invested in securities guaranteed by Canada or the Province of Ontario or Alberta.

Financial records shall be available at all times for review by the Directors and reports shall be given at each meeting of the Executive as to the current balance and state of affairs. Those Directors who are not members of the Executive shall receive notices, minutes, and financial statements of the proceedings of the Executive. At the annual general meeting, a full financial report will be prepared, distributed, and available for any member requesting same.

The Board of Directors, the Executive are not entitled to compensation for their contributions, but out-of-pocket expenses will be covered if approved in advance by the Treasurer.

THE CLUB YEAR, ANNUAL MEETING, ELECTIONS

1. Club Year

The Club's fiscal year shall begin on the 1 st day of January and conclude on the 31 st day of December.

2. Annual General Meeting

The Annual General Meeting shall be held in conjunction with the Annual Hunt Test, provided that, should no Hunt Test take place, the Club's business will be transacted in any year at such a meeting held in the month of November and the Directors for the ensuing year shall be elected by secret written ballot from amongst those nominated in accordance with point 4 of this Article for the ensuing year. Should there be no Annual Hunt Test in any year and, consequently, no forum at which to hold the Annual Meeting, the substitute date in November shall permit mail in ballots on those matters specified by the Executive. The Directors, following the Annual Meeting, will forthwith hold amongst themselves a meeting at which the Officers will be elected. Those elected will take office effective the 1 st day of January next. However, during the period following the Annual General Meeting and election of the newly elected Executive, both groups will work closely in order to ensure continuity. The retiring Executive will turn over all records and properties to the new Executive in the second week of January.

3. Elections

The nominated candidates receiving the greatest number of votes will be elected as Directors until all vacancies are filled. At the first meeting of the new Directors, it will be decided which members will hold the several Officers positions as outlined in these Bylaws.

4. Nominations

A nominating committee consisting of three persons, one of which shall be a member of the Executive (and act as Chairman), one from those Directors who is not an Executive committee member, and a third from the membership at large shall be struck by February 1 st by the President to meet and propose a slate to be tabled at the next annual meeting. The Committee shall report to the Secretary it's slate of candidates by May 1 st of each year, chosen from the list of eligible voting members as of March 2 nd as reported by the Secretary. The list of nominees presented shall be accompanied by the written consent of such individual to stand for election. The list will be circulated along with the notice calling the Annual General Meeting.

Nominations for the Board of Directors may be made from the floor at the Annual General Meeting provided that a nominee:

•  is present in person and announces that she/he is prepared to stand and gives a brief description of their qualifications;

•  is proposed by one voting member and is seconded by two other voting members. (NOTE: perhaps this number of seconders should be 5, 10, ?)

5. Hunt Test Committees

At its first meeting in the new year, and at least before March 31 st , the Executive shall appoint the following to hold office for the forthcoming Annual Hunt Test:

•  The Marshall

•  The Chairman of catering and accommodation facilities for the Hunt Test

•  The Chairman of the Running Rules Committee

•  The President, the Marshall, and the Chairman of the Running Rules Committee shall constitute a tribunal at the Hunt Test to adjudicate on disputes

Committee Chairmen and the Marshall may enlist of such additional members as they see fit, chosen from the Board of Directors and the membership at large. The Executive Committee shall be responsible for finding a suitable location for the next following Annual Hunt Test, to be announced at the forthcoming Annual Meeting. They will also have the responsibility of enlisting the required number of Judges for the forthcoming Annual Hunt Test.

6. Charges

Separately and distinct from events in connection with the operation of the Annual Hunt Test, at which a specific dispute settlement resolution is otherwise provided, any member may proffer charges against a member for alleged misconduct that violates the best interests and intent of the Club and/or Hunting Retrievers. Written charges shall be filed with the Club Secretary not more than 7 days from the date of the alleged infraction. A copy of the said charges must be sent to the parties being charged. A deposit of $50.00 must accompany any submission and will be forfeited should the Executive not concur with the charges. The Secretary will promptly provide each member of the Executive with a copy of the charges.

If the Executive deems that the said charges may constitute an infraction, the Executive shall set a date of not more than 6 weeks and not less than 3 weeks for a hearing with all parties present for a fair interpretation of the actions performed.

Should the Executive deem the charges not to be an infraction, the deposit of $50.00 will be forfeited and the charges dismissed with a written explanation to all parties involved.

7. Amendments

Amendments to the Constitution, Bylaws, and Running Rules must be proposed by the Executive or by written petition addressed to the Secretary. Amendments proposed by such petition shall have a motion and be seconded by not less than 15 members, with all parties in good standing with the CNMRC. Amendments proposed by such a petition shall be promptly considered by the Executive and must be voted upon at the next Annual General Meeting where 90 days advance notice can be given to members. The Executive shall instruct the Secretary to circulate its opinion on the merits of the petition with the notice calling the meeting.

At the Annual General Meeting, modification to a previously circulated Amendment requires the affirmative vote of 3/4 of those voting members present in person or by proxy.

Communications: All communications between persons or Committees may be by postal mail, facsimile, or electronic mail. Meetings may be held by conference telephone or a combination of present-in-person and by conference telephone.

8. Order of Business for Meetings of Members

a) Except as otherwise noted, Robert's Rules of Order shall govern the conduct of all meetings.

b) At any meeting of the CNMRC, 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 previous meeting

•  Business arising out of the Minutes

•  President's Report

•  Secretary/Treasurer's Report

•  Committee Reports

•  Holding Annual General Meeting of CNMRC Ltd.

•  Announcement of site of following year's Master National Hunt Test

•  Election of the Board of Directors (at Annual General Meetings)

•  Unfinished Business

•  New Business

•  Adjournment

 

 

 
 
 

last update: 2005-08-06 16:40