GSDCA BY-LAWS Part 2

ARTICLE V -- THE CLUB YEAR, VOTING, NOMINATIONS, ELECTIONS

The Club's fiscal and official years start January 1 and end December 31. The elected Officers and Directors shall take office on the January 1 following the Annual Meeting.

SECTION 2. 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 election of Officers and Directors, and except for amendments to the By-Laws and to 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 3. Annual Election.

1. At the Annual Meeting for the election of Officers and Directors, the vote shall be conducted by a ballot cast by mail.
2. In order to count, a ballot must be received by the agent appointed by the Board of Directors to tabulate the results, no later than midnight of the day one ( 1 ) week preceding the Annual Meeting of the German Shepherd Dog Club of America, Inc. A report of the results of such balloting shall be delivered in a sealed envelope to the Recording Secretary and the Corresponding Secretary by the agent, or its designees, prior to the Annual Meeting, and shall not be opened except at the Annual Meeting, in the presence of the members assembled. No ballots other than those mailed by the Corresponding Secretary, as specified in Article V, Section 4(d), shall count. The agent shall have been appointed in advance by the Board of Directors for the purpose of conducting the election. All ballots shall remain in the hands of the agent for a period of at least six (6) months subsequent to the election and then be destroyed by him. The accuracy and procedure of the agent shall be attested to by a designated auditing firm.

SECTION 4. Nominations and Ballots.

1. No person may be a candidate in a Club election who has not been nominated in accordance with these By-Laws. A Nominating Committee shall be chosen by the Board of Directors at the January meeting. The Nominating Committee shall consist of four (4) members and four (4) alternates, none of whom shall be members of the Board of Directors or members of their immediate family or immediate household. One ( 1 ) member and one ( 1 ) alternate shall be chosen from each geographic section of the United States and its territories defined below:

• Northeast Section consisting of Maine, New Hampshire, Vermont, Massachusetts, Connecticut, Rhode Island, New York, New Jersey, Pennsylvania, Maryland, Delaware, and District of Columbia.
• Heartland Section consisting of Michigan, Indiana, Ohio, West Virginia, Virginia, Kentucky, Tennessee, North Carolina, South Carolina, Georgia, Alabama, Mississippi, Florida, and Puerto Rico.
• Mid-America Section consisting of Montana, Wyoming, Utah, Colorado, North Dakota, South Dakota, Nebraska, Kansas, Oklahoma, Texas, Minnesota, Iowa, Missouri, Arkansas, Louisiana, Wisconsin, and Illinois.
• Western Section consisting of Washington, Oregon, California, Nevada, Arizona, New Mexico, Idaho, Alaska, and Hawaii.
• In addition, there shall be one ( 1 ) Board member or an alternate Board member serving as Chairperson of the Committee, both of whom shall be selected by the Board and who shall have a vote only in case of a tie. An alternate shall serve only in case a Nominating Committee member for whom he/she is an alternate is unable or unwilling to serve. The Nominating Committee shall meet by telephone conference call, arranged by the Chairperson of the Committee. Upon completion of the balloting, each member of the Nominating Committee shall verify his/her individual vote to the Chairperson. Such verification shall be made within seventy-two (72) hours, preferably by FAX machine, and must include the signature of the Committee member. The Nominating Committee shall nominate from among the members of the Club in good standing who are residents of the United States and its territories, one ( 1 ) candidate for each office scheduled to be filled in the upcoming election and seven (7) candidates for Directors, plus candidates for any vacancies which are to be filled. The Nominating Committee shall consider geographical representation on the Board to the extent that it is practicable. The Committee shall secure, in advance of the meeting, the written acceptance of each nominee to be considered, stating he/she will serve if elected. The Committee shall then submit its slate of candidates to the Corresponding Secretary, not later than 120 days before the Annual Meeting. The Corresponding Secretary shall mail the list to each member of the Club not later than ninety (90) days prior to the date of the Annual Meeting. A person serving on the Nominating Committee is not eligible to be a candidate for any position in said election.

2. Additional nominations may be made in written petition, addressed to the Corresponding Secretary and received at his/her regular address on or before sixty (60) days prior to the date of the next Annual Meeting, signed by twenty-five (25) members in good standing and accompanied by a written acceptance of each such additional nominee signifying his/her willingness to be a candidate. No person may be a candidate for more than one (1) position, and must meet the qualifications of sub-section (a), above.
3. If no valid additional nominations by written petition are received by the Corresponding Secretary at his/her regular address on or before sixty (60) days prior to the date of the next Annual Meeting, the Nominating Committee's slate shall be declared to have been elected, and no balloting will be required.
4. If one or more valid additional nominations are received by the Corresponding Secretary, he/she shall mail to each member in good standing, on or before thirty (30) days prior to the Annual Meeting, a ballot listing all of the nominees for each position in alphabetical order, together with an envelope addressed to the agent appointed to count the ballots. The envelope shall be marked "Ballot," and shall bear the name of the member by whom it was sent, so that the agent may check the credentials of such person.

SECTION 5. Terms of Office.

1. No person shall serve for more than eight (8) full consecutive club years, or for more than eight (8) years out of any ten ( 10) years on the Board of Directors.
2. Persons excluded from nomination in sub-section (a) above shall not be eligible for nomination as a Director or Officer of the Club until such time as two (2) consecutive official Club years have elapsed since such person has last served as a Director or Officer of the Club.
3. The President may serve only two (2) consecutive terms in such capacity.
4. No person shall be eligible for nomination as a Director or Officer if election to such office will occur prior to three (3) years of continuous membership in the Club immediately preceding such election.

The Board of Directors may each year appoint chairmen and standing committees to advance the work of the Club in such matters as dog shows, obedience trials, and tracking tests, trophies, annual prizes, membership, club elections, and other fields which may be well served by committees. Such chairpersons and committees shall also be subject to the final authority of the Board of Directors. Special chairpersons and committees may also be appointed by the Board of Directors.

SECTION 2. Termination.

All appointed assignments terminate with the appointment and approval of a successor Chairperson. Any chairperson, committee or committee member appointed by the Board of Directors may be terminated by majority vote of the full membership of the Board of Directors. Written notice of such termination shall be given to the terminated chairperson, committee or committee member and the Board of Directors may appoint successors to those persons whose service has been terminated.

SECTION 3. Executive Committee.

The Board of Directors shall elect from its own ranks an Executive Committee consisting of the President, who shall be Chairperson, and four (4) additional members. The Executive Committee shall act for, and on behalf of, the Board of Directors in the intervals between meetings of the Board of Directors. Any action taken by the Executive Committee shall remain effective until the next regular or special meeting of the Board of Directors, at which time it shall be submitted to the Board for ratification.

SECTION 4. American Kennel Club Delegate.

The American Kennel Club delegate must be a member of the German Shepherd Dog Club of America, shall be appointed annually by the Board of Directors, and shall take charge of his/her office in the manner prescribed by the Board of Directors and by the American Kennel Club.

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

SECTION 2. Charges.

1. Any member may prefer charges against any other member for alleged misconduct prejudicial to the best interests of the Club or the breed. Written charges, with specifications, must be filed in duplicate with the Corresponding Secretary, together with a deposit of fifty dollars ($50), either a certified check or money order, which shall be forfeited if such charges are not sustained. The Corresponding Secretary shall promptly notify the President, who shall fix a date for a review by the Executive Committee and the Committee shall first consider whether the actions alleged in the charges, if proven, might constitute conduct prejudicial to the best interests of the Club or the breed. If the Committee considers that the charges do not allege conduct which would be prejudicial to the best interest of the Club or of the breed, it may refuse to entertain jurisdiction. If the Executive Committee entertains jurisdiction of the charges, it shall notify the Corresponding Secretary, who shall promptly notify the Board of Directors of the charges and of the date and place selected by the Executive Committee for a hearing by the Board of Directors, or by a Committee of not less than three (3) members of the Board to be appointed by a majority of the entire Board. Such hearing shall be held not less than three (3) weeks, nor more than three (3) months after the date the charges were filed. If the charges are entertained, the Corresponding Secretary shall promptly send one ( 1 ) copy to the accused member, by certified mail, together with a notice of the hearing and an assurance that the accused member may personally appear in his/her own defense and bring witnesses if he/she wishes.
2. No ex-member of the GSDCA who resigned from membership while charges were either in the process of being filed, or having been filed alleging misconduct and/or violations of our By-Laws, or having been found guilty of a charge made against him/her and then having his/her membership lapsed at the end of the first year or having resigned before the end of the fiscal year during which charges were entertained may reapply for membership for a minimum period of three (3) years following the resignation or lapsing. Upon reapplication to membership, the Board, at its discretion may extend the three (3) year minimum waiting period commensurate with the severity of the original charges and reapplication may not take place for two (2) years after the last turn-down by the Board.

SECTION 3. Board of Directors Hearing.

The Board of Directors or the Committee have complete authority to decide whether counsel may attend the hearing, but both the complaining member and the accused member shall be treated uniformly in this regard. Should the charges be sustained after the Board of Directors or the Committee has reviewed the documentary evidence and testimony presented by each party, the Board of Directors or the Committee may, by a majority vote of those present, suspend the accused member from all privileges of the Club for up to six (6) months from the date of the hearing or until the next Annual Meeting of the Club, if such meeting is scheduled to be held more than six (6) months after the hearing. If the Board of Directors, on recommendation of the Committee, deems the punishment to be inappropriate, they have the complete authority to set any punishment they may deem advisable in the circumstances, except expulsion from the Club. The Board of Directors may also recommend to the membership that the accused member be expelled from the Club, and the members shall consider such recommendation at the next Annual Meeting of the Club. The accused member may appear at the said Annual Meeting if he or she so desires. All decisions of the Board of Directors or the Committee with respect to the suspension or expulsion of a member of the Club shall immediately be filed in writing with the Corresponding Secretary. The Corresponding Secretary shall promptly 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 immediately following a hearing, and upon the recommendation of the Board of Directors or Committee as provided in Section 3 of this Article. The accused member shall have the privilege of appearing in his/her 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 accused member, if present, to speak in his/her own behalf. The members present at the meeting shall then vote by secret ballot on the proposed expulsion. A two-thirds (2/3) vote of those present at the Annual Meeting shall be necessary for expulsion. If expulsion is not so voted, any unexpired terms of suspension shall stand.

Amendments to the By-Laws, as well as to the Standard of the German Shepherd Dog, may be proposed by the Board of Directors or by written petition addressed to the Corresponding Secretary, signed by 10% or 300 of the membership in good standing, whichever is lesser. The petition must be received by the Corresponding Secretary no later than 45 days prior to the date of the next meeting of the Board of Directors in order to be considered at that meeting of the Board. Every petition shall be limited to one subject and must include the following: A) Petition subject must appear at the top of each page of the petition. B) Each member's signature, printed name and address, shall appear on a single line. C) The signature, printed name and address of the Petition Circulator must appear at the bottom of each page. Amendments proposed by such petition shall be promptly considered by the Board of Directors, and must be submitted to the members by the Corresponding Secretary for a vote. Mailings of such proposed amendments shall take place in February and August of each year, though the Board of Directors, by a two-thirds vote of the Board members present and voting, may establish additional mailing dates.

SECTION 2. Voting.

The By-Laws, as well as the Standard of the German Shepherd Dog, may be amended at any time provided a copy of the proposed amendment has been mailed by the Corresponding Secretary to each member, accompanied by a ballot on which he/she may indicate his/her choice for or against the action to be taken. The notification shall specify a date not less than thirty (30) days after the date of mailing, by which date the ballots must be returned to the Corresponding Secretary to be counted. The favorable vote of two-thirds (2/3) of the members in good standing whose ballots are returned within the stated time limit, shall be required to ratify any such amendment.

SECTION 3. Effective Date.

No amendment to the By-Laws or to the Standard of the breed that is adopted by the Club shall become effective until after it has been approved by the Board of Directors of the American Kennel Club.

The Club may be dissolved at any time by the written concent of not less than two-thirds (2/3) of the members. In the event of the dissolution of the Club, except for the purposes of reorganization, whether voluntary or involuntary, or by operation of law, non of the property of the Club, nor proceeds thereof, nor any assets of the Club, shall be distributed to any members of the Club, but after the payment of the debts of the Club, its property and assets shall be given to a charitable, non-profit organization for the benifit of dogs. This organization shall be selected by the Board of Directors.