Constitution and Bylaws

Pyrenees Club of the Southeast, Inc., hereinafter also referred to as “the

Association.”

a) to encourage the responsible ownership and the discriminate breeding

of purebred Great Pyrenees, in the conviction that such an undertaking

shall be for the sole purpose of attempting to bring the breed’s natural

qualities ever closer to perfection;

b) to bring together all the fanciers of the Great Pyrenees located in the

Southeastern area of the United States;

c) to encourage and assist all interested persons, especially new owners,

to learn about caring for, training, showing, breeding, and generally

expanding their knowledge of the Great Pyrenees breed; acquaint

them with the club, and welcome them to the membership;

d) to urge members and breeders to accept the Standard of the Breed as

approved by the American Kennel Club as the standard of excellence

by which Great Pyrenees shall be judged;

e) to protect and advance the interest of the breed through, but not limited

to: the placement of homeless Great Pyrenees, the censure of

indiscriminate breeding practices and inhumane treatment of the

breed, and working to secure publicity and legislation beneficial to the

interests of dog breeders and owners;

f) as an Association, to operate and encourage members to abide by

said Association’s Code of Ethics.

operated for profit and no part of any profits or remainder or residue from dues or

donations to the Association shall benefit any member or individual.

Association will be run in accordance with the rules, policies, and procedures of

the American Kennel Club.

time to time revise such bylaws as may be required to carry out these objectives.

breeder, owner, or fancier of the Great Pyrenees breed who subscribes to the

purposes and objectives of the association, agrees to abide by the Association

Code of Ethics, and who is in good standing with American Kennel Club.

older. Single members are entitled to one vote and are eligible to hold

office in the Association.

of age or older and live in the same household. Double members are

entitled to one vote each person and are eligible to hold office in the

Association.

Association on or before February 24, 2003 shall be entitled to the

designation “Charter Member.”

open to any family with three or more members of a household. Each

Family/Household membership is entitled to one vote per adult member,

not exceeding two total votes, who is eighteen years of age or older, but

only one member may hold a Presidential or Vice Presidential office at any

one time.

honorary membership any member in good standing or any non-member

who meets the eligibility requirements for membership. An affirmative vote

of 2/3 of the Directors present at a meeting of the Board, or 2/3 of the

entire Board voting by mail shall be required to elect an honorary member.

Honorary members shall be exempt from dues. No honorary members

may vote unless he/she was a member in good standing of the

Association at the time he/she was elected to honorary membership.

individual who is eight years of age to seventeen years of age. Juniors

Junior members shall not be entitled to vote nor eligible to hold office, but

shall be eligible for annual trophies or awards offered by or through the

Association. Each junior membership applicant shall be required to have

a sponsor.

individual who is a minimum of eighteen years of age. Lifetime members

are entitled to one vote and are eligible to hold office in the Association.

Single or Charter membership $ 40.00

Double membership $ 45.00

Family/Household membership $ 60.00

Honorary membership $ 0.00

Junior membership $ 10.00

Lifetime membership $ 250.00

first day of January of each year. Dues are payable only by check or

money order.

be considered regular members until two Decembers have passed.

Renewal of such memberships will not be required until the January

following the one-year anniversary of such membership.

Treasurer shall send to each member a statement of dues for the ensuing

year.

dues are not paid for the current year. The names of members who

have not paid their dues shall be published in the first Association

newsletter published after January 1st of each year. The membership

calendar year shall lapse. The Board of Directors may grant a grace

period of an additional 30 days for payment to any member who

applies for an extension.

Association shall apply on a Board-approved Application for Membership, which

shall provide that the applicant agrees to abide by the Constitution, Bylaws and

Code of Ethics of the Association and the rules and regulations of the United

Kennel Club. The prospective member shall submit the completed application

and dues payment for the current year to the Secretary, at which time the

applicant’s membership shall become effective. Junior memberships are required

to have a sponsor.

shall be endorsed by one Association member who has been in good

standing for a minimum of one year and is not living in the same

household as the applicant.

ballot at the next meeting of the Board of Directors or by secret vote of the

Directors by mail, electronic mail or secured online vote, except that no mail,

electronic mail or secured online vote may be initiated until each Board

member has received a copy of all comments on the application from the

Membership Secretary. Affirmative votes of a majority of the Directors

present at a meeting of the Board or of the entire Board voting by mail, electronic

mail or secured online vote shall be required to elect an applicant.

membership application is rejected by the Board may personally present the

application at the next meeting of the Association. The Association

membership may elect such applicant by secret ballot and a favorable vote

of 75 percent of the members present, in good standing, and voting.

terminated for any of the following reasons:

the Association upon written notice to the Secretary. Resignation shall not

discharge or eliminate any debt owed to the Association. Dues are

considered an obligation to the Association and are incurred the first day

of each fiscal year.

automatically terminated if such member's dues remain unpaid after

additional 30 days for payment to any member who applies for an

extension. In no case may a person be entitled to vote at any Association

meeting whose dues are unpaid as of the date of the meeting. Dues paid

at such a meeting allow that member reinstatement of voting rights.

the privileges of the American Kennel Club is automatically suspended or

barred from the privileges of membership in the Association for the same

period of time.

as provided in Article VIII, Section 4 of these bylaws.

January and end on the last day of December.

at the conclusion of the election at the annual meeting and shall continue through

the election at the next annual meeting.

quarter. The board members and officers will determine a meeting schedule for

following year at each Annual meeting. Regular meetings can take place by

online chat, physical gatherings or telephone conference.

be held at such time and place as may be designated by the Board of Directors.

Written notice of the time, place and location of this meeting shall be printed in

the newsletter of the Association and shall be mailed not later than 15 days prior

to the meeting. The quorum for this and all other Association membership

meetings shall be 20 percent of the members in good standing.

the President or by a majority vote of the members of the Board of Directors who

are present and voting at any meeting of the Board or who vote by mail,

electronic mail or secure online vote, and shall be called by the Secretary upon

receipt of a petition signed by 10 percent of the members of the Association who

are in good standing. Such special meetings shall be held at a place, date and

hour as may be designated by the person or persons authorized herein to call

such a meeting. Written notice of such a meeting shall be mailed or emailed by

the Secretary at least fifteen (15) days and not more than thirty (30) days prior to

the date of the meeting, and said notice shall state the purpose of the meeting

and no other Association business may be transacted thereat. The quorum for

such a meeting shall be 20 percent of the members in good standing.

immediately following the annual Association meeting and election. Meetings of

the Association Board of Directors shall be held at such times and places as the

Board of Directors shall from time to time determine by resolution of the Board of

Directors. Written notice of each such meeting shall be mailed or emailed by the

Secretary at least 15 days prior to the date of the meeting. The quorum for such

a meeting shall be a majority of the Board.

called by the Association President, Vice President, or by the Secretary upon

receipt of a written request signed by at least three members of the Board. Such

special meeting shall be held at such time and place as may be designated by

the person authorized to call such meeting. The Secretary shall mail written

notice of such meeting at least 30 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. The quorum for such a meeting shall be a majority of the

Board.

rooms, message boards and other means of electronic communication to

facilitate Association business.

mailed or e-mailed to all Association members in good standing by

the Secretary at least 15 days and not more than 30 days prior to

the scheduled discussion. Notice shall include:

1. A designated e-mail list, chat room or message board with

instructions how to access the list, room or message board;

2. The purpose(s) of the meeting and the starting and ending

dates and times during which discussion may take place. No

other Association business shall be discussed.

discussions.

of these discussions by using chat room logs, copying messages

from the message board, copying e-mail from the list, or by taking

notes of the discussion.

designate a regular date, time and e-mail list, chat room or message

board for Board discussions.

but the President shall publish an agenda at the beginning of

each discussion.

each designated meeting period.

the Board members. A Board member shall be considered present

if he/she responds within one-half hour in a chat room or within 24

hours on an e-mail list or message board.

during these discussions, but no such vote shall be valid unless a

written copy of the motion signed by the Board member clearly

indicating the Board member’s approval or disapproval of the

motion is received via mail or fax by the Secretary within 10 days of

the electronic vote. Board members shall be notified by mail or email

of the results of all balloting.

of these discussions by using chat room logs, copying messages

from the message board, copying e-mail from the list, or by taking

notes of the discussion.

called by the Association President, Vice President, or by the Secretary upon

receipt of a written request signed by at least three members of the Board. Such

special discussion shall be held at such date and time and in such electronic

format (e-mail list, chat room or message board) as may be designated by the

person authorized to call for such a discussion.

meeting at least 14 days prior to the date of the discussion. Any such

notice shall state the purpose of the discussion and no other business

shall be transacted thereat.

Board members. A Board member shall be considered present if he/she

responds within one-half hour in a chat room or within 24 hours on an email

list or message board.

these discussions, but no such vote shall be valid unless a written copy of

the motion signed by the Board member clearly indicating the Board

member’s approval or disapproval of the motion is received via mail or fax

by the Secretary within 10 days of the electronic vote. Board members

shall be notified by mail or e-mail of the results of all balloting.

these discussions by using chat room logs, copying messages from the

message board, copying e-mail from the list, or by taking notes of the

discussion.

are paid for the current year shall be entitled to vote at any meeting at which

the member is present or by ballot. Proxy voting shall not be permitted.

of the Officers and 2 directors, all of whom shall be members in good standing

and all of whom shall be elected as provided in Article V and shall serve until

their successors are elected. In addition, the immediate past President shall

serve as a member of the board for a period of one year only. General

management of the Association’s affairs shall be entrusted to the Board of

Directors.

years or until their successors are elected. All Officers shall be limited to two

consecutive terms of office and no person may hold more than one office per

term. The other members of the Board of Directors shall be elected for two-year

terms so staggered that one-half are elected at each annual meeting. Any

director who misses two board meetings within an Association year shall be

removed from the Board of Directors, unless a majority of the board members

present and voting at the meeting from which the director is absent for the

second time votes to excuse one or both of the absences.

President, Secretary, Membership Secretary and Treasurer shall serve in their

respective capacities both with regard to the Association and its meetings and

the board and its meetings. All Officers must be in good standing with the American

Kennel Club.

Association and of the Board of Directors, and shall have the duties and

powers normally appurtenant to the office of the President in addition to

those particularly specified in these bylaws.

when and where possible. The Vice President shall serve as

Parliamentarian. The Vice President shall have the duties and exercise

the powers of the President in case of the President’s death, absence or

incapacity.

meetings of the Association and of the Board and of all matters of which a

record shall be ordered by the Association; shall have charge of the

correspondence, including but not limited to:

a. Notifying members of meetings and events;

b. Notifying new members of their election to membership;

c. Keeping a roll of the members of the Association with their

addresses, phone numbers, and e-mail;

d. Accept membership applications and issue membership cards;

e. Preparing, printing, and mailing official Association ballots;

f. Notifying Officers and Directors of their election to office;

g. In the death, absence or incapacity of the President and Vice

President, carrying out the duties and exercising the powers of

the President; and

h. Carrying out other such duties are as prescribed in these

bylaws.

moneys due or belonging to the Association. Moneys shall be deposited in

a bank designated by the board, in the name of the Association. The

books shall at all times be accurate, up to date, and open to inspection by

the board. A report shall be given at every meeting of the condition of the

Association’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. In the

event of the resignation, death or expulsion of the Treasurer, all moneys

and account books of the Association shall be handed over to the Board of

Directors until the office of Treasurer is filled. The President shall sign all

checks during this interim period.

the offices during the year shall be filled until the next annual election by a

majority vote of all the then members of the board at its first regular

meeting following the creation of such vacancy, or at a special board

meeting called for that purpose, except that a vacancy in the office of

President shall be filled automatically by the Vice President and resulting

vacancy in the office of Vice President shall be filled by the board.

compensation for time or labor but may be compensated for reasonable

and necessary expenses.

conducted by secret written ballot, except that if no nominations are received by

the Secretary as provided in Article V, Section 2.4, no ballot will be necessary. In

this case, the persons selected by the Nominating Committee will be declared

elected by the Secretary at the annual meeting of the Association. If additional

nominations have been made as provided in Article V, Section 2.4, the

chairperson of the Tally Committee shall report the results of the election at the

annual meeting. The nominated candidate receiving the greatest number of votes

for each office or position on the board shall be declared elected.

on the Board who has not been nominated. Nominations cannot be made at the

annual meeting or in any manner other than as provided in this section.

shall select a Nominating Committee, consisting of three members and

one alternate, all members in good standing, none of which shall be a

member of the current Board of Directors. The board shall name one

member of the committee to serve as Chairperson, who shall be

responsible for setting times and dates for Committee meetings and for

reporting results to the Association Secretary. The Nominating Committee

may conduct its business in person or by use of mail, fax, telephone or

other electronic communication, provided that all decisions must be

confirmed in writing to all members of the Committee within 10 days.

Committee, or immediately before submitting a proposed amendment to

the Constitution or Bylaws to the Secretary, the Board of Directors shall

select three Association members, living within reasonable driving

distance of one another, to serve as the Tally Committee, in the event that

it becomes necessary to hold an election or vote on a proposed

amendment to the Constitution and Bylaws, and count ballots. The board

shall name one member of this committee as Chairperson, who shall

receive all mail-in ballots and who shall report the results of the election to

the Association Secretary.

among the eligible members of the Association, one candidate for each

office and for each other position on the Board of Directors and shall

procure acceptance of each nominee. The Committee should consider

geographical representation of the membership when selecting nominees

to the extent that it is practicable to do so. No person shall be nominated

for more than one position. The Committee shall submit its slate of

shall mail the list, including the full name of each candidate and the state

make additional nominations, if they so desire.

members may be made by written petition signed by ten percent of the

Association members in good standing, addressed to the Secretary and

accompanied by a written acceptance of the nomination from each

additional nominee. No person shall be nominated for more than one

position.

a. If no valid additional nominations are received by the Secretary

candidates shall be declared elected at the time of the annual

meeting and no balloting will be required.

b. If one or more valid nominations are received by the Secretary

member in good standing a ballot listing in alphabetical order all

of the nominees for each position, together with an envelope

addressed to the Chairperson of the Tally Committee. Ballots

may be mailed with the March/April newsletter.

postmarked after that date shall be invalid. The Chairperson shall set a

and a place convenient to all committee members, at which meeting the

committee shall count the ballots. The Chairperson shall report the

ballots and the envelopes in which they were received shall be given to

the Secretary who shall keep them for two years as part of the

Association’s official records.

Secretary at the annual meeting of the Association.

Officers and board members shall take office at the conclusion of

the annual meeting at which they were elected. Each retiring Officer and

board member shall turn over to his/her successor in office all properties

and records relating to that office within 30 days after the election.

to enter into any contract or execute and deliver any instrument in the name of

and on behalf of the Association.

no evidence of indebtedness shall be issued in its name unless authorized by a

resolution of the Board of Directors. Such authority may be general or confined to

specific instances.

payment of money, notes or other evidence of indebtedness issued in the name

of the Association shall be signed by the Association Treasurer, or such agent or

employee of the Association and in such a manner as shall from time to time be

determined by the board.

standing committees as needed to advance the operation of the Association or to

aid the board on particular projects. Such committees shall always be subject to

the final authority of the Board.

may be terminated by majority vote of the full membership of the board upon full

written notice to the appointee, and the board may appoint successors to those

persons whose service has been terminated.

from the privileges of the American Kennel Club shall be automatically suspended

from the privileges of this Association for a like period.

alleged misconduct prejudicial to the best interests of the Association or the

breed. Written charges with specifications must be filed in duplicate with the

Secretary together with a deposit of $50.00, which shall be forfeited if such

charges are not sustained by the Board following a hearing. The Secretary shall

promptly send a copy of the charges to each member of the board or present

them at a Board meeting, and the Board shall first consider whether the actions

alleged in the charges, if proven, might constitute conduct prejudicial to the best

interests of the Association or the breed. If the Board considers that the charges

do not allege prejudicial conduct, the Board may refuse to entertain jurisdiction. If

the Board entertains jurisdiction of the charges, it shall fix a date for a hearing by

the Board not less than three weeks nor more than six weeks thereafter. The

Secretary shall promptly send one copy of the charges to the accused member

by registered mail together with a notice of the hearing and an assurance that the

respondent may personally appear in his/her own defense and bring witnesses if

he/she wishes.

whether counsel may attend the hearing, but both complainant and respondent

shall be treated uniformly in that regard. Should the charges be sustained after

hearing all the evidence and testimony presented by complainant and

respondent, the Board may by a majority vote of those present suspend the

respondent from all privileges of the Association for not more than six months

from the date of the hearing. If the Board deems that punishment insufficient, it

may also recommend to the membership that the penalty be expulsion. In such

case, the suspension shall not restrict the respondent’s right to appear before his

fellow members at the ensuing Association meeting which considers the board’s

recommendation. Immediately after the board has reached a decision, its finding

shall be put in written form and filed with the Secretary. The Secretary, in turn,

shall notify each of the parties of the board’s decision and penalty, if any.

accomplished only at the annual meeting of the Association following a Board

hearing and upon the Board’s recommendation as provided in Section 3 of this

Article. The respondent shall have the privilege of appearing in his or her own

behalf though no evidence shall be taken to this meeting. The President shall

read the charges, and the findings and recommendations, and shall invite the

respondent, if present, to speak on his/her own behalf. The meeting shall then

vote by secret written ballot on the proposed expulsion. A 2/3 vote of those

present and voting at the meeting shall be necessary for expulsion. If expulsion is

not so voted, the suspension shall stand.

bylaws may be proposed by the Board of Directors or by written petition

addressed to the Secretary signed by 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 the

recommendations of the board by the Secretary for a vote at the time of the

annual election subsequent to the date when the petition was received by the

Secretary.

be published in the March/April newsletter with the recommendations of the

board. The Secretary shall mail to each member in good standing a ballot listing

all proposed amendments, together with an envelope addressed to the

chairperson of the Tally Committee. Ballots may be mailed with the March/April

newsletter. The same ballot form may be used for proposed amendments as for

the annual election of Officers and board members.

bylaws may be included on the same ballot used for the annual election of board

members. Ballots shall be returned, counted, and results announced in

accordance with the procedures outlined in Article V, Sections 2.5 and 2.6. The

favorable vote of 2/3 of the members in good standing who return valid ballots

within the specified time limit shall be required to effect such a proposed

amendment.

written consent of not less than 2/3 of the members in good standing. In the

event of the dissolution of the Association, whether voluntary or involuntary or by

operation of law, other than for purposes of reorganization, none of the property

of the Association nor any proceeds thereof nor any assets of the Association

shall be distributed to any members of the Association, but after payment of the

debts of the Association, its property and assets shall be given to a charitable

organization for the benefit of dogs selected by the Board.

business, so far as the character and nature of the meeting may permit, shall be

as follows:

Roll Call

Minutes of last meeting

Report of President

Report of Secretary

Report of Membership Secretary

Report of Treasurer

Reports of committees

Election of officers and board (at annual meeting in odd-numbered years)

Unfinished business

New business

Adjournment

unless otherwise directed by majority vote of those present, shall be as follows:

Reading of minutes of last meeting

Report of Secretary

Report of Treasurer

Reports of committees

Unfinished business

Election of new members

New business

Adjournment

"Robert's Rules of Order, Newly Revised," shall govern the Association in all

cases to which they are applicable and in which they are not inconsistent with

these bylaws and any other special rules of order the Association may adopt.

Bylaws, consisting of 14 pages, including this page, constitute the Bylaws of the

Association, duly adopted by its Board of Directors at a meeting properly noticed

and held, and at which a quorum was present on the twenty-sixth day of January

in the year of two-thousand and three.