Dec 31 2008

Article III – Directors and Officers

Section 1. Board of Directors. The Board shall be comprised of the President, Vice-President, Secretary, Treasurer, and four (4) Regional Directors all of whom shall be elected for two (2) year terms as provided in Article IV and shall serve thru December 31st of the year their successors are elected. The President, Secretary and Regional Directors from odd numbered regions shall be elected at the annual election held in odd numbered years and the Vice President, Treasurer, and Regional Directors from even numbered regions shall be elected at the annual election held in even numbered years. General management of the Club’s affairs shall be entrusted to the Board of Directors, who shall always conduct business and vote with the best interests of the breed and entire membership in mind.

Section 2. Qualifications and Term of Office.

(a)       All directors shall be members in good standing and residents of the United States and residing in the United States during their term.

(b)            All directors shall have been members in good standing for a minimum of one (1) full year prior to nomination.

(c)        No member may hold more than one office.

(d)       No more than one member of the same household shall serve simultaneously on the Board.

(e)       Regional Directors must reside in the Region they represent. However, in a region whose director position has been vacated and it is verified that no volunteers are available in that region, an at large representative may be appointed by the Board until the next election is held to represent the region.

(f)         No director may serve more than two (2) consecutive terms in any elected position. Upon completion of two (2) consecutive terms in any position, a minimum period of one (1) calendar year must elapse prior to that member standing for reelection or re-appointment to any position. A term shall include any positions acquired through vacancy of office if the director has served more than one-half of the term plus one day in any and all positions combined.

Section 3. Officers. The Club’s officers, consisting of the President, Vice-President, Secretary and Treasurer, shall serve in their respective capacities both with regard to the Club and its meetings and the Board and its meetings.

(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. The President shall have the right to call meetings, and coordinate officers, committees, and board. In addition, following the election of a new President, the former President shall assume the office of Immediate Past President and sit on the Board for a term no greater than half his or her term as President in a non-voting, advisory capacity only. The Past President, with the approval of the current Board or by invitation from the new President, may participate on the Board of Directors e-list or attend any and all Board meetings with the exception of executive sessions.

(b)            The Vice-President shall have the duties and exercise the powers of the President in case of the President’s death, absence or incapacity. This person shall assist the President in any manner in which the President deems necessary.

(c)             The Secretary shall keep a record of all meetings of the Club and of the Board and of all votes taken by mail, and of all matters of which a record shall be ordered by the Club; have charge of all correspondence, notify members of meetings, notify new members of their election to membership, notify officers and directors of their election to office, keep a roll of the members of the Club with their addresses and phone numbers, and carry out such other duties as are prescribed in these bylaws. A Membership Secretary and/or a Recording Secretary may be appointed by the Board to assist the Secretary in carrying out these duties. These positions are non-voting non-board positions. At all times, the Secretary shall remain responsible for the duties assigned to the Membership Secretary and/or Recording Secretary.

(d)            The Treasurer shall collect and receive all moneys 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 report shall be given at every meeting of the condition of the Club’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. The Treasurer may be bonded, at the Club’s expense, in such amount as the Board of Directors shall determine.

Section 4. Regional Directors. For the purpose of securing broad geographical representation to the Board of Directors, there shall be four Regions. The Regions shall be based upon distribution of club membership, geographic boundaries and accessibility insofar as is practical and reasonable. Each Region shall be represented by one regional director whom shall reside in that region and be a member of the Board of Directors. The Regions may be reviewed every three to five years for possible adjustment based on actual club membership at the time of the review.

(a)       Region 1. Region 1 shall include the states of Connecticut, Delaware, Maine, Maryland, Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania, Rhode Island, Vermont, and the District of Columbia.

(b)       Region 2. Region 2 shall include the states of Alabama, Florida, Georgia, Indiana,

Kentucky, Mississippi, North Carolina, Ohio, South Carolina, Tennessee, Virginia, and West Virginia,

(c)        Region 3. Region 3 shall include the states of Arkansas, Illinois, Iowa, Kansas,

Louisiana, Michigan, Minnesota, Missouri, Nebraska, North Dakota, Oklahoma, South Dakota, Texas, and Wisconsin.

(d)       Region 4. Region 4 shall include the states of Alaska, Arizona, California, Colorado,

Hawaii, Idaho, Montana, Nevada, New Mexico, Oregon, Utah, Washington, and Wyoming.

The Regional Directors shall act as spokespersons for the Club members they represent, provide assistance to these Club members and the general public in their Regions, encourage membership in their Region, supply information to the Board and the members of the activities of Beaucerons and their owners in their area, matters of general interest in their region, and issues in their region which can impact the Club or its members. Each Regional Director shall be specifically charged with communication with the members of his/her Region, especially with regard to all actions taken in the name of the Club by the President and the Board.

Section 5. Vacancies. Any vacancies occurring on the Board or among the offices during the year shall be filled for the remainder of the unexpired term by a majority vote of all the then members of the Board; except that a vacancy in the office of President shall be filled automatically by the Vice-President and the resulting vacancy in the office of Vice-President shall be filled by the Board. The membership shall be notified of any such vacancies within fourteen (14) days of the vacancy occurring. All vacancies shall be filled by the Board within thirty (30) days and the membership notified in the manner provided by Article II, Section 6.

Section 6. Club Property and Records. All properties and records relating to an office vacated in any manner but not limited to resignation, termination, election or death must be turned over to the successor of that office by the vacating Officer, his/her heirs, extended family, or executor within thirty (30) days of that office being vacated. Failure to do so may result in legal action to be taken by the Club.

Section 7. Committee Oversight. Each member of the Board shall have oversight of one or more committees, as assigned by the Board. The Board member shall report to the rest of the Board on the activities of the committees of which she or he has oversight.


ADOPTED:                               08/09/2003
AMENDED:                              12/31/2008
AKC APPROVED:                    03/17/2009

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