By-Laws Purpose Current
Officers, Board Members and Committee Chairs in "Position / Function" Order
American GSD Charitable FoundationMember Regional Specialty ClubsAKC APPROVED January 30, 1996
SECTION 1. Name. The name of the Club shall be: "THE GERMAN
SHEPHERD DOG CLUB OF AMERICA, INC."
SECTION 2. Objects. The objects of the Club shall be:
(a) To encourage, promote, and improve the breeding of quality purebred German Shepherd
Dogs, to educate the fancy, and to do all possible to bring the natural qualities of the
German Shepherd Dog to perfection
(b) To urge members and breeders to accept that standard of the breed, as approved by the
American Kennel Club, as the only standard of excellence by which the German Shepherd Dog
shall be judged
(c) To do all in its power to protect and advance the interests of the breed by
encouraging sportsmanlike competition at dog shows, obedience trials, and tracking tests
(d) To aid with every possible means in demonstrating the German Shepherd Dog's
conspicuous ability as a companion, war, Red Cross, police, drug and explosive detection,
security, herding, search and rescue dog, and guide dog for the blind
(e) To conduct shows, obedience trials, demonstrations, etc., under the rules of the
American Kennel Club, where applicable, and
(f) To publish literature and periodicals in the interest of the German Shepherd Dog.
SECTION 3. Non-Profit Status. The Club shall not be conducted or operated for a
profit, and no part of any profits or remainder or residue from dues or donations to the
Club shall inure to the benefit of any member or individual. The GSDCA, Inc., is a Federal
Income Tax exempt organization operating under Section 501(c)(7) of the Internal Revenue
Code.
SECTION 1. Membership. Membership. There shall be one type of
membership (except for present Life Memberships which the Club shall continue to honor) in
an unlimited number. To be eligible, a person must be eighteen ( 18) years of age or
older, in good standing with the American Kennel Club, and shall subscribe to the objects
of the Club.
SECTION 2. Dues.Member's dues shall be paid in advance and shall be payable on or
before the first day of January of each year. There shall be an initiation fee for each
new member. The amount of the Club's annual dues and the initiation fee shall be
established by the Board of Directors. No member shall be entitled to vote on any Club
business unless his/her dues have been paid for the current year. During the month of
October, the Treasurer shall send to each member a statement of his/her dues for the
upcoming year.
SECTION 3. Application for and Election to Membership.
(a) Each applicant for membership shall apply on a form as provided by the Board of
Directors. This form shall provide that the applicant agrees to abide by the By-Laws of
the German Shepherd Dog Club of America and by the rules of the American Kennel Club. The
prospective member shall submit payment for the Club's current year's dues with his
application to the Club Treasurer. The names of the applicants shall be published in The
German Shepherd Dog Review (Review) as soon as possible after the receipt of their
application. The applicant will receive a letter granting the applicant all privileges of
the Club, except the right to vote. Thirty (30) days following the publication of the
Review magazine in which the name of the applicant is listed, the applicant will be
granted the right to vote, provided no written objection has been filed with the
Membership Chairman. If an objection is filed, a hold will be placed on such person's
application pending expeditious investigation and a report will be submitted within
forty-five (45) days to the Board of Directors by the Membership Chairman, for appropriate
action by the Board.
(b) Upon election, members shall be so notified by the Corresponding Secretary. Each new
member shall receive a membership card, a copy of these By-Laws, a copy of the Standard of
the German Shepherd Dog and other appropriate material. An applicant who has received a
negative vote by the Board may be presented for membership by one of the applicant's
endorsers at the next Annual Meeting of the Club. The Club may elect such an applicant by
a favorable vote of 75% of the members present. Applicants for membership who have been
rejected may not reapply within one year after such rejection.
SECTION 4. Termination of Membership. Membership may be terminated: (a) By
resigning. Any member in good standing, whose dues are current, may resign from the Club
upon written notice to the Corresponding Secretary, except no members may resign when in
debt to the Club.
(b) By lapsing. A member's membership is considered lapsed if he/she has failed to pay
his/her dues for any year by January 1 of such year and such members will be dropped from
the roster of the Club as of that date. In no case may a person whose dues are unpaid as
of the date of a Club meeting be entitled to vote at such meeting.
(c) By expulsion. A membership may be terminated by expulsion as provided in Article Vll
of these By-Laws.
SECTION 5. Good Standing. A member in good standing is one whose dues are paid, and
who is not under suspension by the German Shepherd Dog Club of America or the American
Kennel Club.
SECTION 1. Annual Meeting. The Annual Meeting of the Club shall be
held in conjunction with the National Specialty if possible. The time and location is to
be fixed by the Board of Directors, preferably between September 15 and November 15.
Written notice of the Annual Meeting shall be mailed by the corresponding Secretary at
least ninety (90) days prior to such meeting. The quorum for such meeting shall be 3%, or
200, of the membership in good standing, whichever is the lesser.
SECTION 2. Order of Business. At the Annual Meeting, the order of business, so far
as the character and nature of the meeting may permit, shall be as follows:
(a) Roll Call
(b) Minutes of Last Meeting
(c) Report of President
(d) Report of Secretaries
(e) Report of Treasurer
(f) Report of Committees
(g) Election of Officers and Directors
(h) Membership Application Review
(i) Unfinished Business
(j) New Business
(k) Adjournment
SECTION 3. Special Meetings. Special meetings of the Club may be called by the
President, or by a majority vote of the Directors who are present at a meeting of the
Board, or by a majority of the Board who vote for such meeting by mail, or by the
Corresponding Secretary upon receipt of a petition signed by one hundred ( 100) members of
the Club who are in good standing, within forty-five (45) days of the receipt of the
petition. Such meetings shall be held at a time and place designated by the Board of
Directors. Written notice of such meeting shall be mailed by the Corresponding Secretary
at least fourteen ( 14) days, and no more than twenty-five (25) days, prior to the
meeting. The notice of the meeting shall state the purpose or purposes of the meeting, and
no other Club business may be transacted. The quorum for such meeting is fifty (50)
members of the Club who are in good standing.
SECTION 4. Regular Board Meetings. Regular meetings of the Board of Directors of
the Club shall be held on the last full weekend of January, April, and July and the day
following the National Specialty. In the event of an emergency, the Board may change the
date of the meeting by an affirmative vote of three-fourths (3/4) of the Board of
Directors. Written notice of the dates and locations of such meetings shall be mailed by
the Corresponding Secretary to each member of the Board of Directors at least twenty (20)
days prior to the date of the meeting. A quorum for all Board Meetings shall be a majority
of the Board.
SECTION 5. Order of Business. At regular meetings of the Board of Directors, the
order of business, unless otherwise directed by a majority vote of those present, shall be
as follows:
(a) Reading of the Minutes of the Last Meeting
(b) Report of Secretaries
(c) Report of Treasurer
(d) Report of President
(e) Report of Committees
(f) Unfinished Business
(g) Election of New Members
(h) New Business
(i) Adjournment
SECTION 6. Conduct of Business by Mail. The Board of Directors may conduct its
business by mail or electronic means.
SECTION 7. Special Board Meetings.
(a) Special meetings of the Board may be called by the President at any time. Written
notice of such meetings shall be mailed by the Corresponding Secretary to each member of
the Board at least ten ( 10) days prior to the date of meeting. The notice shall state the
purpose or purposes of the meeting.
(b) Special meetings of the Board must be called by the President without undue delay upon
a written request of two-thirds (2/3) of the Board of Directors, stating the purpose of
the desired meeting.
(c) Written notice of such meeting shall be mailed by the Corresponding Secretary to each
member of the Board at least ten ( 10) days prior to the date of the meeting. The notice
shall state the purpose of the meeting and no other business shall be transacted.
SECTION 8. Conduct of Meetings. At meetings of the membership and of the Board of
Directors, "Robert's Rules of Order, Revised" shall govern parliamentary
practice on all matters not covered in these By-Laws.
SECTION 9. Minutes of the Meetings. The proceedings of these meetings (annual,
special, regular) shall be recorded, and the Minutes published in the GSDCA Review. Such
Minutes shall include the yeas and nays of all votes.
SECTION 10. Annual Financial Report. The Annual Financial Report of the GSDCA shall
be published in the GSDCA Review in a timely manner.
SECTION 1. Board of Directors. The Board of Directors shall be
comprised of the Officers of the Club, and fourteen ( 14) other Directors. The Officers
are elected for two-year terms. The Directors are elected for two-year terms, seven (7)
elected in alternating years. The general management of the Club shall be entrusted to the
Board of Directors.
SECTION 2. Officers. The Club's Officers consist of the President, Vice President,
Recording Secretary, Corresponding Secretary, and Treasurer. They shall serve in their
respective capacities, both in regard to the Club and its meetings, and the Board of
Directors and its meetings.
(a) The President shall preside at all meetings of the Club and 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. The President shall be, ex-officio, a member of
all committees, standing and ad hoc, appointed from time to time by the Board, except the
Nominating Committee.
(b) The Vice President shall have the powers, and exercise the duties of the President in
case of the President's absence or incapacity and the Vice President shall assume the
office of the President for the un-expired term in case of the President's death, or
incapacity.
(c) The Recording Secretary, or a designee, shall be responsible for the following: to
take and to record minutes of all meetings of the members and of the Board; to furnish
copies of all minutes to Board members in the form prescribed by the Board; mail the
minutes of these meetings to the Board of Directors within thirty (30)days; maintain an
up-to-date roll of the members of the Club with their addresses, and where possible,
telephone numbers; and to carry out such other duties as are prescribed in these By-Laws
and/or by the Board of Directors.
(d) The Corresponding Secretary, or a designee, shall have charge of the correspondence of
the Club, notify members of meetings, notify Officers and Directors of their election to
office, keep a record of all votes taken by mail, and of all matters of which a record
shall be ordered by the Club shall be kept, maintain an up-to-date roll of the members of
the Club with their addresses and, where possible, telephone numbers, and carry out such
other duties as are prescribed in these By-Laws and/or by the Board of Directors.
(e) The Treasurer shall have a minimum of five (5) years of public or private accounting
experience. The Treasurer, or a designee, shall collect and receive all monies due or
belonging to the Club. He/she shall deposit the same in a depository satisfactory to the
Board, in the name of the Club. Expenditures of funds shall be made by the Treasurer under
authority granted by the Board. His/her books shall at all times be open to inspection by
the Board, and at every meeting he/she shall report to the Board the condition of the
Club's finances and every item of receipt or payment not before reported, and at the
Annual Meeting he/she shall render an account of all monies received and expended by the
Club during the previous fiscal year. The Treasurer shall maintain a roll of names,
addresses and, if possible, telephone numbers of all the members of the Club.
If the Treasurer appoints a designee as provided above, such designee must be approved by
the Board of Directors.
SECTION 3. Terms of Office. Each Officer shall be elected for a two-year term. The
President, Vice President, and Recording Secretary shall be elected for a two-year term
when these By-Laws become effective. The Corresponding Secretary and Treasurer will be
elected for an initial term of one year at the same time and will thereafter be elected
for a two-year term.
SECTION 4. Vacancies. Any vacancies occurring among the Board of Directors of the
Club shall be filled by the ladder system using the names appearing for Directors on the
ballot in the most recently completed Club election in accordance with the By-Laws. If no
additional names, or an insufficient number of names, were on the ballot in addition to
those elected, the vacancy or vacancies shall be filled by the Board. In case of a tie
vote for a place on the election ballot, the Board shall break the tie.
Officers' positions that become vacant after election shall be selected by the Board
except for the office of President, where the Vice President would succeed. A person
filling such vacancy shall serve the remaining term of the person so replaced.
SECTION 5. Club Credentials.Use of the Club stationery, past or present, or logos
and insignia of the GSDCA, Inc., by any persons other than current officers and members of
the Board of Directors, or anyone specifically authorized by the Board of Directors, is
prohibited. Also restricted is use of such stationery for any purposes other than the
official business of this Club.
SECTION 6. Security Bond. Any Officer, Director, Club member, or other pe rson
handling substantial Club funds shall furnish a security bond in such amoun t as may be
determined by the Board of Directors, the expense of such bond to be borne by the Club.
SECTION 7. Audit. The Board of Directors shall cause an annual audit of t he
Treasurer's records to be performed by a Certified Public Accounting firm.
