Constitution and By-Laws of the

Section 1. 　Theresa Goldman, Dr. Bill La Rosa, Dan Galligan, Mindy Pierce, Mandy Robinson, Michael Sanders, Dr. Barbara Wolf, Dr. Dorothy Izmirlian, Dennis Williams, Dr. Mary McDaniel, Mel Holloman, Dr. David Qualls and Grace Black, under and for the purposes of this charter, are hereby organized under and by the name of CENTRAL FLORIDA WORKING GROUP ASSOCIATION.

Section 2. 　The objects of the Association shall be to protect and advance the interests of purebred dogs of the breeds designated by the American Kennel Club, Inc. as constituting the Working Group. For this purpose, it shall have the power to adopt a constitution, by-laws and policies, and enforce the same by such methods as are described therein. From time to time, it may alter, modify or change such constitution, by-laws and policies.

Section 3. 　Said Theresa Goldman shall call a meeting of the above named thirteen (13) persons by giving written notice of the time and place of said meeting at least ten (10) days in advance of said meeting, within sixty (60) days after this act shall take effect. At said meeting, a majority of the above named will constitute a quorum. The above named, at said meeting shall adopt a Constitution, By-laws and Policies as authorized above and shall elect the above named as members of the association.

Section 1. 　The name of the Club shall be the CENTRAL FLORIDA WORKING GROUP ASSOCIATION.

Section 2. 　The objects of the Club shall be:

(a) to further the advancement of all purebred dogs of the breeds designated by the American Kennel Club as constituting the Working Group.

(b) To do all in its power to protect and advance the interests of all pure bred dogs of the breeds designated by the American Kennel Club as constituting the Working Group.

(c) To conduct sanctioned matches, dog shows and obedience trials for the breeds designated by the American Kennel Club as constituting the Working Group, under the rules and regulations of the American Kennel Club, and to encourage sportsman-like competition at such events.

(d) To promote the humane treatment and welfare of all dogs.

(e) To provide educational programs to assist in accomplishing the objects of the Club.

Section 3. 　The Club shall not be conducted or operated for profit and no part of any profits or the remainder or residue from dues or donation to the Club shall inure to the benefit of any member or individual.

Section 4. The members of the Club shall adopt and may from time to time revise such By-laws as may be required to carry out these objects.

Section 1. 　Eligibility. There shall be three (3) types of membership.　 Single memberships and Household memberships are open to all persons eighteen (18) years of age and older who are in good standing with the American Kennel club and who subscribe to the purpose of this Club.　 Junior memberships, non-voting/non-office-holding memberships which may automatically convert to regular memberships at age 18.　 While membership is to be unrestricted as to residence, the club’s primary purpose is to be representative of the breeders and exhibitors in its immediate area.

Section 2. 　Dues. Membership dues shall not exceed $20.00 per year for Single memberships, $30.00 per year for Household memberships, and $15.00 per year for Junior memberships.　 Dues are payable on or before February 1.　 During the month of December, the Treasurer shall send to each member a statement of dues for the ensuing 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 this Constitution and By-laws and the rules of the American Kennel Club. The application shall state the name, address and occupation of the applicant and it shall carry the endorsement of two members in good standing and of different households. 　Accompanying the application, the prospective member shall submit dues payment for the current year.

Section 4. 　Election to Membership. Applications for membership shall be read at two general meetings of the Club prior to being voted upon. An affirmative vote of 2/3 of the members present and voting at the general meeting at which the application is to be balloted shall be required to elect the applicant. 　Applications for membership will be voted upon by secret ballot. The applicant will be advised not to attend the general meeting at which his/her application is voted upon. 　Applicants for membership who have been rejected by the Club may not reapply within six 　(6) months after such rejection.

Section 5. 　Termination of Membership. Members may be terminated:

(a) 　By Resignation. 　Any member in good standing may resign the Club upon written notice to the Recording Secretary. No member may resign when in debt to the Club. Dues obligations are considered a debt to the Club. Obligations other than dues are considered a debt to the Club and must be paid in full.

(b) By Lapsing. 　A member will be considered as lapsed and automatically terminated if such member’s dues remain unpaid ninety (90) days after the first day of the fiscal year. 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.

(c) By Expulsion. 　A member may be terminated by expulsion as provided in Article VI of these By-laws.

Section 1. 　Club Meetings. 　Meetings of the Club shall be held within the greater Ocala, FL area no less than six (6) times a year at such an hour and place as may be designated by the Board of Directors. 　Written notice of each meeting shall be mailed via first class mail or via email to the membership at least ten (10) days prior to the date of each meeting. The quorum for such meetings shall be 20% of the members in good standing.

Section 2. 　Special Club Meetings.　 Special Club meetings may be called by the President or by a majority vote of the Board of Directors who are present and voting at any regular or special meeting of the Board and shall be called by the Recording Secretary upon receipt of a petition signed by five (5) members of the Club who are in good standing. 　Such special meetings shall be held within the greater Ocala, FL area at such place, date and hour as may be designated by the person or persons authorized herein to call such meetings. 　Written notice of such a meeting shall be mailed via first class mail or via email by the Recording Secretary at least five (5) days and not more than fifteen (15) days prior to the date of the meeting, and said notice shall state the purpose of the meeting, and no other Club business may be transacted thereat. The quorum for such a meeting shall be 20% of the members in good standing.

Section 3. 　Board Meetings. A meeting of the Board of Directors shall be held within the greater Ocala, FL area no less than six (6) times a year at such an hour and place as may be designated by the Board of Directors. 　Written notice of each meeting shall be mailed via first class mail or via email by the Recording Secretary at least ten (10) days prior to the date of the meeting. The quorum for such a meeting shall be a majority of the Board.

Section 4. 　Special Board Meetings. 　Special meetings of the Board of Directors may be called by the President and may also be called by the Recording Secretary upon receipt of a written request signed by at least three members of the Board. Such special meetings shall be held within the greater Ocala, FL area, at such place, date and hour as may be designated by the person authorized herein to call such meeting. 　Written notice of such meeting shall be mailed via first class mail or via email by the Recording Secretary at least five (5) days but not more than ten (10) 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.　 A quorum for such a meeting shall be a majority of the Board. Special Board meetings must be held in person, as opposed to conducted by electronic communication (via fax or email).

Section 5. Voting. Each member who is in good standing and whose dues are paid for the current year shall be entitled to one vote at any meeting of the Club at which the member is present.　 Proxy voting will not be permitted at any Club meeting or election.

Section 6. 　Electronic Notifications. The Club may send members notification of Club meetings, dues notices, minutes, and Board members notification of Board meetings via email provided that the member or Board member has signed an authorization agreeing to this method of communication. 　Such authorization, which is revocable, will also release the club from any liability should the notification be received late or not received by the member or Board member due to circumstances beyond the Club’s control.

Section 1. 　Board of Directors. The Board shall be comprised of the President, Vice-President, Recording Secretary, Corresponding Secretary, Treasurer, the Immediate Past President, and seven (7) other persons all of whom shall be members in good standing. 　In no case may two members of the same household serve as Officers or Directors concurrently. 　The Board of Directors, except the Immediate Past President, will be elected and serve as provided in Article IV. 　The officers will be elected for one-year terms. 　The other seven (7) Directors will be divided into three classes, which will be elected every third year for three year terms. Two classes will consist of two (2) Directors, and the third will consist of three (3) Directors. 　The Immediate Past President shall be a voting member of the Board.　 General management of the Club’s affairs shall be entrusted to the Board of Directors.

Section 2. 　Officers. The Club’s officers consisting of the President, Vice-President, Recording Secretary, 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. The duties of the officers shall be prescribed in these By-laws and in Robert’s Rules of Order, Newly Revised.

(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 the case of the President’s death, absence or incapacity in order of their designation. They shall perform such other duties that may be assigned by the President or the Board of Directors.

(c) The Recording Secretary shall keep a record of all meetings of the Club and of the Board and all matters for which a record shall be ordered by the Club including: keeping an up to date roll of members and their addresses and copies of the minutes of all meetings, notifying new members of their election to office, and carry out such other duties as are prescribed in these By-laws or by the Board of Directors.

(d) The Corresponding Secretary shall have charge of general Club correspondence not covered in the duties of the Recording Secretary including: notifying members of meetings, general correspondence, and lending as much assistance as possible to committee chairmen with mailings pertaining to Club business, and carrying out such other duties as are prescribed in these By-laws or by the Board of Directors.

(e) The Treasurer shall collect and receive all money due or belonging to the Club. The Treasurer shall deposit the same in a bank designated by the Board, in the name of the Club. The books shall at all times be open to the inspection of the Board, in the name of the Club. The Treasurer shall report at every meeting the condition of the Club’s finances and every item of receipt or payment not before reported. At the Annual Meeting the Treasurer shall render an account of all monies received and expended during the previous Club year. The Treasurer shall be bonded in such an amount as the Board of directors shall determine. There shall be a yearly audit by a committee appointed by the Board. Further, there shall be an audit by a State of Florida licensed CPA as directed by the Board no less frequently than every 3 years.

Section 1. 　Club Year. 　The Club’s fiscal year shall begin February 1 and end January 31.　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.

Section 2.　 Annual Meeting. The Annual Meeting shall be held in the month of January at which officers and directors for the ensuing year shall be elected by secret ballot from among those nominated in accordance with Section 4 of this Article.　 They shall take office immediately upon the conclusion of the election, and each retiring officer shall turn over to the successor in office all properties and records relating to that office within thirty (30) days after the election.

Section 3. 　Elections. The nominated candidate receiving the greatest number of votes for each office shall be declared elected. 　The nominated candidates for other positions on the Board who receive the greatest number of votes for such positions shall be declared elected.

Section 4. 　Nominations. 　No person may be a candidate in a Club election who has not been nominated. During the month of October the Board shall select a Nominating Committee consisting of three (3) members and one (1) alternate, not more than one of whom may be a member of the Board.　 The Recording Secretary shall immediately notify the committeemen and alternate of their selection.　 The Board shall name a Chairman for the committee, and it shall be such person’s duty to call a Committee meeting, which shall be held on or before November 1.

(a) The Committee shall nominate one candidate for each office and position on the Board. 　After securing the consent of each person so nominated, the Committee shall report their nominations to the Recording Secretary in writing.

(b) Upon receipt of the Nominating Committee’s report, the Recording Secretary shall, at least fourteen (14) days before the December meeting, notify each member in writing of the candidates so nominated.

(c) Additional nominations may be made at the December meeting by any member in attendance, provided that the person so nominated does not decline when their name is proposed and provided further that if the proposed candidate is not in attendance at this meeting, the member submitting the nomination shall present to the Recording Secretary a written statement from the proposed candidate signifying willingness to be a candidate.　 No member may be a candidate for more than one position.

(d) 　Nominations cannot be made at the annual meeting or in any other manner other than provided in this section.

Section 1. 　The Board may each year appoint standing committees to advance the work of the Club in such matters as dog shows, obedience trials, educational programs, 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. 　Any committee appointment may be terminated by a majority vote of the full membership of the Board and upon written notice to the appointee; and the Board may appoint successors to those persons whose services have been terminated.

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

Section 2. 　Any member may prefer charges against another member for alleged misconduct prejudicial to the best interests of the Club. Written charges with specifications must be filed in duplicate with the Recording Secretary together with a deposit of twenty-five (25) dollars which shall be forfeited if such charges are not sustained by the Board following a hearing.

The Recording Secretary shall promptly send a copy of the charges to each member of the Board or present them at a Board meeting. The Board shall first consider whether such actions alleged in the charges, if proven, might constitute conduct prejudicial to the best interests of the Club. If the Board considers that the charges do not allege conduct which would be prejudicial to the best interests of the Club, it may refuse to entertain jurisdiction. If the Board entertains jurisdiction of the charges, it shall fix a date of a hearing not less than three (3) weeks or more than six (6) weeks thereafter. The Recording Secretary shall promptly send one copy of the charges and the specifications to the accused member by registered mail together with notice of the hearing and an assurance that the defendant may personally appear in defense and bring witnesses if desired.

Section 3.　 The Board 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 may by majority vote of those present reprimand or suspend the defendant from all privileges of the Club for not more than six (6) months from the date of the hearing. If the Board deems that punishment is sufficient, 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 Board’s recommendation. Immediately after the Board has reached a decision, its findings shall be put in written form and filed with the Recording Secretary. The Recording Secretary, in turn, shall notify each of the parties of the Board’s decision and penalty, if any.

Section 4. 　Expulsion of a member from the Club may be accomplished only at a meeting of the Club following a Board hearing and upon the Board’s recommendation as provided in Section 3 of this Article. Such proceedings may occur at a regular or special meeting of the Club to be held within sixty (60) days but not earlier than thirty (30) days after the date of the Board’s recommendation of expulsion. The defendant shall have the privilege of appearing, though no evidence shall be taken at this meeting. The President shall read the charges and the Board’s findings and recommendations and shall invite the defendant, if present, to speak if he wishes. The members shall then vote by secret written ballot on the proposed expulsion. A two-thirds vote of those present and voting at the meeting shall be necessary for expulsion. 　If expulsion is not so voted, the Board’s suspension shall stand.

Section 1. 　Amendments to the Constitution and By-laws may be proposed by the Board of Directors or by written petition addressed to the Recording Secretary signed by twenty (20) 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 recommendations of the Board by the Recording Secretary for a vote within three months of the date when the petition was received by the Recording Secretary.

Section 2. 　The Constitution and By-laws may be amended by a two-thirds secret ballot vote of the members present and voting at any regular or special meeting called for the purpose, provided that the proposed amendments have been included in the notice of the meeting and mailed to each member at least fourteen (14) days prior to the date of the meeting.

Section 1. 　Dissolution. 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 dissolution of the Club, other than for the purposes of reorganization, whether voluntary or involuntarily or by operation of law, none of the property of the Club nor any proceeds thereof nor any assets of the Club shall be distributed to any members of the Club. 　After payments of the debts 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.

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

Attendance

Minutes of the last meeting

Report of the President

Reports of the Secretaries

Report of the Treasurer

Reports of the Committees

Unfinished business

New Business

Installation of Officers and Board (at the Annual Meeting)

Election of new members

Adjournment

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:

Reading of the minutes of the last meeting

Report of the President

Reports of the Secretaries

Report of the Treasurer

Reports of Committees

Unfinished business

New Business

Adjournment

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 By-laws and any other special rules of order the Club may adopt.