Constitution & Bylaws
AMERICAN SHIH TZU CLUB, INC
ARTICLE I
Name and Objects
Section 1. The name of the Club is the American Shih Tzu Club, Inc.
SECTION 2. The objects of the Club shall be to:
(a) encourage and promote quality in the breeding of and protect the health and welfare of purebred Shih Tzu;
(b) and to do all possible to bring their natural qualities to perfection;
(c) encourage the organization of independent local specialty clubs in those localities where there are sufficient fanciers of the breed to meet the requirements of The American Kennel Club;
(d) urge members and breeders to accept the Standard of the breed as approved by The American Kennel Club as the only Standard of excellence by which Shih Tzu shall be judged;
(e) do all in its power to protect and advance the interests of the breed and to encourage sportsman-like competition at all events held under AKC Rules and Regulations;
(f) conduct sanctioned matches, and license events for which the club is eligible, under the Rules and Regulations of The American Kennel Club.
SECTION 3. The Club shall not be conducted or operated for profit and no part of any profits or remainder or residue from any source, including dues and donations 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 bylaws as may be required to carry out these objects.
BYLAWS
ARTICLE II
Membership
SECTION 1. Eligibility. There are seven types of membership open to those persons who subscribe to the purposes of the Club and its bylaws.
(a) Junior membership: Junior memberships are provided for those persons 10 to 17 years of age. Junior members may not vote or hold office. They may apply for regular membership upon reaching their 18th birthday and having been a Junior member for at least two years. Junior members do not count in determining a quorum.
(b) Associate Membership. Associate membership shall be open to any person who is interested in the Shih Tzu breed and who has not been a member of ASTC before. Associate members are entitled to all Club privileges except voting, office holding and breeder referrals in the membership directory and online. Associate members may apply for regular membership after having been an Associate Member for two years or more.
(c) Regular membership. All persons 18 years of age or older who have completed at least two years of Associate membership or were a past member, who are in good standing with the American Kennel Club and who subscribe to the purposes of this Club and its bylaws. This type of membership enjoys all the privileges of the Club including the right to vote and hold office, except that, only members residing within the United States may hold office or vote upon the Standard of the Breed.
(d) Club membership. Local Clubs desiring to be recognized by the American Shih Tzu Club, Inc. Each club shall be entitled to one vote.
(e) Life members. Bestowed only in recognition of exceptional service to the Club, and requires a 2/3 majority vote of the Board of Directors. Life members shall enjoy all the privileges of regular membership; they shall be exempt from paying dues.
(f) Honorary members. Those persons of such outstanding accomplishments in the breeding, showing, handling or similar achievements in the world of purebred dogs as are deemed worthy of this honor. Election to honorary membership will be only with the consent of the party so being honored, and requires a 2/3 majority vote of the Board of Directors. Honorary members may not hold office, or vote, and shall be exempt from paying dues.
(g) Foreign Membership. Open to persons eighteen (18) years of age and older who reside outside of the United States. Foreign members shall be entitled to all club privileges except holding office and voting on the Standard of the Breed.
SECTION 2. Dues.
Membership dues shall not exceed $75.00 per year, payable, in U.S. funds, on or before the first day of January of each year. All monetary obligations to the club must be paid at the time of dues renewal. No member may vote whose dues are not paid for the current year. During the month of October, the Membership Secretary shall be responsible for sending to each member a statement of their dues for the ensuing year by mail or email. If the dues are not paid by December 1st, the Membership Secretary shall send a second statement by mail or email on or before December 15th.
SECTION 3. Election of Membership
(a) Each applicant shall apply on a form approved by the Board of Directors, which will provide that the applicant agrees to abide by these Constitution and bylaws and the Rules and Regulations of the American Kennel Club and the AKC’s Code of Sportsmanship.
(b) Each applicant shall be provided a copy of the Constitution and bylaws and all ethics related club publications.
(c) The application shall state the name, address and occupation of the applicant and it shall carry the endorsement of two members in good standing, not from the same household nor from the household of the applicant. These sponsors must have held regular membership for at least two (2) years. They must have known the applicant for a period of at least one (1) year and have observed his/her willingness to follow all criteria for membership and to subscribe to the purpose of this Club. A regular member may sponsor no more than three (3) applicants in any calendar year.
(d) Applications shall be filed with the Membership Secretary.
(e) Applicants will be elected by secret ballot at the annual Outgoing Board meeting or may be elected by secret ballot at any meeting of the Board or by secret vote of the directors by mail to a certified independent teller. Affirmative votes of 2/3 of the directors present at a meeting of the board, or of 2/3 of the board members voting by mail or email, shall be required to elect an applicant.
(f) Applicants will be notified within 30 days of the vote of the Board, no reason will be given for denial of membership.
(g) Applicants will have 30 days from date of notification of acceptance to pay initiation fees and dues in an amount set by the Board of Directors
(h) An application which has received a negative vote by the board may be presented by one of the applicant’s endorsers at the next annual meeting of the Club and the members may elect such applicants by secret ballot and a favorable vote of 75% of the members present and voting.
(I) Applicants for membership who have not been accepted by the club may reapply one year after the Boards’s vote.
SECTION 4. Termination of Membership.
Membership may be terminated:
(a) by resignation. Any member in good standing may resign from the club upon verifiable written notice to the Corresponding Secretary, but no member may resign when in debt to the club. Obligations other than dues are considered a debt to the club and they must be paid in full prior to resignation.
(b) by lapsing. A membership will be considered as lapsed and automatically terminated if such member's dues remain unpaid 30 days after the first day of the fiscal year; however, the Board may grant an additional 30 days grace to such delinquent members in meritorious cases. In no case may a person whose dues are unpaid be entitled to vote at any club meeting or by mailed ballot.
(c) by expulsion. A membership may be terminated by expulsion as provided in Article VIII of these bylaws.
ARTICLE III
Members Meetings
SECTION 1. Annual Meeting. The annual meeting of the club shall be held in conjunction with the Club’s national specialty show, at a place, date, and hour designated by the board of directors. Notice of the annual meeting shall be sent by the Corresponding Secretary in any manner prescribed by the laws of the state in which the club is incorporated to each member at least 30 days prior to the date of the meeting. The quorum for the annual meeting shall be 10% 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 members of the board who are present at a meeting of the board or who vote by mail; and shall be called by the Corresponding Secretary upon receipt of a petition signed by 10% of the members of the club who are in good standing. Such meeting shall be held at such place, date and hour as may be designated by the board of directors. Notice of such meeting shall be sent by the Corresponding Secretary in any manner prescribed by the laws of the state in which the club is incorporated at least 10 days and not more than 30 days prior to the meeting. The notice of the meeting shall state the purpose of the meeting and no other club business may be transacted. The quorum for such a meeting shall be 10% of the members in good standing.
ARTICLE IV
Board Meetings
SECTION 1. Board Meetings. The first meeting of the board shall be held immediately following the Annual Meeting and election. Other meetings of the board of directors shall be held at such times and places or via telephone conference call or via video conference as are designated by the President or by a majority vote of the entire board. Notice of each such other meeting shall be sent by the Corresponding Secretary in any manner prescribed by the laws of the state in which the club is incorporated to each member of the board at least 14 days and not more than 30 days prior to the date of the meeting. The quorum for a board meeting shall be a majority of the board.
SECTION 2. Board Business. The board of directors may also conduct business by telephone conference (including disciplinary hearings), or video conference or by any other method permitted by the laws of the state in which the club is incorporated. Items voted upon by any method other than “in-person” meetings must be confirmed in writing by the Corresponding Secretary within seven days.
(1) all Board members must agree to participate in this manner.
(2) each Board member must sign 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 board member due to circumstances beyond the club’s control
(3) items voted upon by e-mail or telephone conference call must be confirmed in writing, signed and dated.
(4) A written record of all such business will be furnished to each board member by the Recording Secretary or Corresponding Secretary.
ARTICLE V
Directors and Officers
SECTION 1. Board of Directors. The Board shall be comprised of the officers and nine (9) other persons, all of whom shall be members in good standing who are residents of the United States. The President, Vice-President, Recording Secretary, and five of the nine additional persons shall be elected to two-year terms in even years at the Club's Annual Meeting. The Corresponding Secretary, Membership Secretary, Treasurer, and four additional persons shall be elected to two-year terms in odd years at the Club's Annual Meeting; all shall serve until their successors are elected and installed. Terms shall begin at the conclusion of the meeting at which the election is declared.
(b) The immediate Past President shall serve as an honorary member (without a vote) of the Board for a period of 2 years.
(c) The AKC Delegate shall be appointed by the Board of Directors every 3 years or whenever a vacancy exists, and shall serve as a non-voting member of the Board.
(d) 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, Membership Secretary, and Treasurer, shall serve in their respective capacities both with regard to the Club and its meetings and the Board and its meeting.
(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 bylaws.
(b) The Vice-President shall have all the duties and exercise the powers of the President in case of the President's death, absence, or incapacity. The Vice-President shall oversee the activities of all standing committees.
(c) The Recording Secretary shall record the proceedings of the meetings of the American Shih Tzu Club Inc. and the Board of Directors, and be custodian of all records except those assigned to others.
(d) The Corresponding Secretary shall conduct the general correspondence of the American Shih Tzu Club and the Board of Directors, and perform such other duties as pertain to the office and as directed by the Board of Directors.
(e) The Membership Secretary shall:
(1) receive every application for membership and advise the applicant of receipt of application and procedure for processing same.
(2) process membership applications in accordance with timelines and procedures established by the Board of Directors.
(3) send out dues notices and receive dues payments, as required by Article II, Sec. 2 of these bylaws.
(f) The Treasurer shall collect and receive all money due or belonging to the Club. Moneys shall be deposited in a bank approved by the Board, in the name of the Club. The books shall at all times be open to inspection by the Board, and a quarterly report shall be given of the condition of the Club's finances and every item of receipt or payment not before reported. At the close of the fiscal year, an accounting shall be rendered of all monies received and expended during the previous fiscal year. The Treasurer shall be bonded in such an amount as the Board of Directors shall determine.
(g) The AKC Delegate shall attend the quarterly meetings of the American Kennel Club, reporting to the Board of Directors all actions and matters discussed. The Delegate shall not be limited in the number of terms that he/she may serve. The Delegate may also be a member of the Board of Directors.
(h) The Directors duties are to look out for the best interest of the club, its members and to assist the officers when needed.
SECTION 3. Vacancies. Any vacancy occurring on the Board or among the officers during the year shall be filled until the next election by a majority vote of the members of the board. However, a vacancy in the office of President shall be filled automatically by the Vice-President until the next annual election.
(In the event of a vacancy of the AKC Delegate, the club must apply to the office of the AKC Executive Secretary for approval of Delegate credentials).
SECTION 4. Removal from office. Should any officer or director fail to participate, without just cause, in three actions requiring a vote, that person may be removed from office by a 2/3 majority of vote of the Board. Action is defined as: 1) attendance at a scheduled Board of Directors meeting, or 2) responding to a mailing from the Corresponding Secretary of motion(s) requiring a vote.
ARTICLE VI
The Club Year, Voting, Nominations, Elections
SECTION 1. Club Year. The club’s fiscal year shall begin on the 1st day of January and end on the last day of December. The club’s official year shall begin immediately at the completion of the election and shall continue through the next election. The elected officers and directors shall take office immediately upon the conclusion of the elections, and each retiring officer shall turn over to his/her successor in office all properties and records relating to that office within 30 days after the election.
SECTION 2. Voting. At the annual meeting held between April, May or June, 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 the annual election of Officers, Directors and amendments to the constitution and bylaws and the amendments to the Standard for the breed, which shall be decided by secret ballot conducted in any manner provided for by the laws of the state in which the club is incorporated written ballot cast by mail or by electronic balloting by an independent firm in accordance with State Law and AKC policy. Voting by proxy shall not be permitted. The board of directors may decide to submit other specific questions for decision of the members.
SECTION 3. Annual Election. The election of officers and directors shall be conducted by secret ballot in any manner provided for by the laws of the state in which the club is incorporated. Ballots to be valid must be received by an individual or independent professional agent designated by the Board. Ballots shall be counted by three inspectors of election who are members in good standing and no more than one is a member of the current Board. A report of the independent professional agent or Board designated inspectors of election shall be furnished to the Corresponding Secretary prior to the opening of the Annual Meeting. If there is only one candidate for any vacancy, the President shall declare him/her elected and no ballots shall be distributed or counted.
The nominated candidate receiving the greatest number of votes for each office shall be declared elected. If any nominee, at the time of the meeting, is unable to serve for any reason, such nominee shall not be elected and the vacancy so created shall be filled by the new board of directors in the manner provided by Article V, Section 3.
SECTION 4. Nominations and Ballots. Any member in good standing desiring to run for President must have held a position on the Board of Directors.
(a) No person may be a candidate in a Club election who has not been nominated in accordance with these bylaws. No person who has been charged and found guilty of charges by AKC or the ASTC can hold office or serve on the board. A Nominating Committee shall be chosen by the board of directors before August 1st of each year. The committee shall consist of three members from different areas of the U.S.A., and two alternates, all members in good standing, no more than one of whom may be a member of the current board of directors. The board shall name a chairman for the committee. The Nominating Committee may conduct its business by mail, FAX telephone or email.
(b) The Nominating Committee shall nominate from among the eligible members of the club, one candidate for each office and for each position on the board of directors (and for the Delegate to The American Kennel Club) and shall procure the acceptance of each nominee so chosen. The committee should consider geographical representation of the membership on the board to the extent that it is practicable to do so. The committee shall then submit its slate of candidates and their written acceptances to the Corresponding Secretary no later than October 1st, who shall mail or email the list, including the full name of each candidate and the name of the state in which he/she resides, to each voting member of the club on or before December 1st, so that additional nominations may be made by the members if they so desire.
(c) Additional nominations of eligible members may be made by written petition addressed to the Corresponding Secretary and received on or before January 31st, signed by five% of the voting membership in good standing, and accompanied by the written acceptance of each such additional nominee signifying his/her willingness to be a candidate. Except for the position of Delegate, no person shall be a candidate for more than one position. In good standing requires that the nominee and petition signers have paid current year dues on or before January 31.
(d) If no valid additional nominations are received or postmarked on or before January 31, the Nominating Committee’s slate shall be declared elected and no balloting will be required.
(e) If one or more valid additional nominations are received on or before January 31st, the Corresponding Secretary shall, on or before February 15th, send to each member in good standing a ballot listing all of the nominees for each position in alphabetical order, with the names of the states in which they reside, together with a blank envelope and a return envelope addressed to the independent agent or Board designated inspectors of election marked “Ballot” and bearing the name of the member to whom it was sent. So that the ballots may remain secret, each voter, after marking their ballot, shall seal it in the blank envelope, which in turn shall be placed in the second envelope and return it in accordance with the directions provided. The ballots must be postmarked no later than March 10th.
The inspectors of election or Board approved agents shall check the returns against the list of members whose dues are paid for the current year prior to opening the outer envelopes and removing the blank envelopes, and shall certify the eligibility of the voters as well as the results of the voting. The independent agent or Board approved individual shall forward the results of the balloting to the Corresponding Secretary who shall notify all candidates and the Board of Directors. The results of the election shall also be published in the Bulletin and announced at the annual meeting.
(f) Nominations cannot be made at the annual meeting or in any manner other than as provided above.
ARTICLE VII
Committees
SECTION 1. The Board may each year appoint standing committees to advance the work of the club in such matters as dog shows, 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. The President appoints each committee Chairman, subject to approval of the Board.
SECTION 2. Any committee appointment may be terminated by a majority vote of the full membership of the Board upon written notice to the appointee, or upon receipt of a letter of resignation. The Board may appoint successors to those persons who have resigned or whose service has been terminated.
ARTICLE VIII
Discipline
SECTION 1. American Kennel Club Suspension. Any member who is suspended from any of the privileges of the American Kennel Club automatically shall be suspended from the privileges of this club for a like period.
SECTION 2. Charges. Any member may prefer charges against a member for alleged misconduct prejudicial to the best interests of the club or breed. Written charges with specifications must be filed in duplicate with the Recording Secretary together with a deposit of $100.00 which shall be forfeited if such charges are not sustained by the board or a board committee following a hearing. Disciplinary hearings may be held via telephone conference call.
The Recording Secretary shall within 7 days send a copy of the charges to each member of the board or present them at a board Meeting if a meeting is to take place within 7 days.
The Board shall first (within 20 days) 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 Board considers that the charges do not allege conduct which would be prejudicial to the best interests of the club or of the breed, it may refuse to entertain jurisdiction. If the Board entertains jurisdiction of the charges, it shall fix a date of a hearing by the Board or a Committee of not less than three members of the Board, not less than 3 weeks nor more than 6 weeks thereafter. The Recording Secretary shall promptly send one copy of the charge(s) to the accused member by certified mail, together with a notice of the hearing and an assurance that the defendant may personally appear in his/her own defense and bring witnesses if he/she wishes, as may the complainant.
SECTION 3. Board Hearing. Neither the complainant nor the defendant shall have counsel at the hearing. Should the charges be sustained after hearing all the evidence and testimony presented by complainant and defendant, the Board or Committee may by a majority vote of those present reprimand (a written reprimand directed exclusively to the member may be somewhat detailed but an official (published) reprimand should only indicate that subsequent to a board hearing "... member(s) was officially reprimanded as a result of charges filed by member (Y)) or suspend the defendant from all privileges of the club for not more than six months from the date of the hearing, or until the next Annual Meeting, if that will occur after six months. And, if it 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 defendant's right to appear before fellow members at the ensuing Club meeting which considers the recommendations of the Board or Committee. Immediately after the Board or Committee has reached a decision, it's findings shall be put in written form and filed with the Recording Secretary. The Recording Secretary, in turn, shall notify both parties of the decision and penalty, if any. The findings shall also be printed in the next issue of the Newsletter or Bulletin.
SECTION 4. Expulsion. Expulsion of a member from the Club may be accomplished only at the Annual Meeting of the Club following a hearing and upon the recommendation of the Board or Committee as provided in Section 3 of this Article. The defendant 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 defendant, if present, to speak in his/her own behalf. The meeting shall then vote by secret ballot on the proposed expulsion. A 2/3 vote of those present and voting at the annual meeting shall be necessary for expulsion. If expulsion is not so voted the suspension shall stand.
ARTICLE IX:
Amendments
SECTION 1. Amendments to the constitution and bylaws and to the Standard for the breed may be proposed by the Board of Directors or by written petition addressed to the Corresponding Secretary signed by 20 percent of the voting membership in good standing. Amendments to the bylaws 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 Corresponding Secretary for a vote within three months of the date when the petition was received by the Corresponding Secretary. Proposed amendments to the standard for the breed must be submitted to the members with recommendations of the board by the Corresponding Secretary for a vote following the procedures established by the AKC Board of Directors.
SECTION 2. The constitution and bylaws may be amended at any time (or the standard of the breed in accordance with AKC policies), provided a copy of the proposed amendment has been mailed by the Corresponding Secretary to each voting member in good standing on the date of the mailing, accompanied by a ballot on which a choice for or against the action to be taken shall be indicated. Dual envelope and balloting procedures described in Article VI, Section 4(e) shall be followed in handling such ballots, to assure secrecy of the vote. Notice sent to each member with such ballot shall specify a date not less than 30 days after the date postmarked, by which date the ballots must be returned to the Corresponding Secretary to be counted. The favorable vote of 2⁄3 of the members in good standing who return valid ballots within the time limit shall be required to affect any such amendment.
SECTION 3. No amendment to the constitution and bylaws or to the Standard for the breed that is adopted by the Club shall become effective until it has been approved by the Board of Directors of the American Kennel Club since the bylaws of the American Kennel Club require such approval.
ARTICLE X
Dissolution
SECTION 1. The Club may be dissolved at any time by the written consent of not less than 2/3 of the members in good standing. In the event of the dissolution of the club, other than for purposes of reorganization, whether voluntary or involuntary 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 but after payment of 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.
ARTICLE XI
Order of Business
SECTION 1. At meetings of the Club, 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 last meeting
Report of the President
Report of the Secretary(s)
Report of the Treasurer
Report of the Vice President
Reports of Committees
Election of Officers and Board (at annual meeting)
Election of new members
Unfinished business
New business
Adjournment
SECTION 2. At meeting of the Board of Directors, the order of business, unless otherwise directed by a majority vote of those present, shall be as follows
Minutes of last meeting
Report of Secretary(s)
Report of Treasurer
Report of Vice President
Reports of Committees
Election of new members
Unfinished business
New business
Adjournment
ARTICLE XII
Parliamentary Authority
SECTION 1. The rules contained in the latest 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 bylaws and any other special rules of order the Club may adopt.
Approved by vote of Membership Date 12/31/2022