Constitution and By-Laws (effective 2008)

Constitution

Article 1 – Name

  1. The name of the club shall be: Finnish Lapphund Club of Canada
  2. The geographic area shall include all of Canada

Article 2 – Objectives

The objectives of the Club shall be:

  1. to encourage and promote the breeding of purebred Finnish Lapphunds and do all possible to bring their natural qualities to the forefront.
  2. to encourage the organization of independent local Finnish Lapphund Clubs in those locations where there are sufficient fanciers of the breed to meet the requirements of the Canadian Kennel Club.
  3. to urge members and breeders to accept the standard of the breed as approved by the Canadian Kennel Club as the only standard of excellence by which Finnish Lapphunds shall be judged.
  4. to do all in its power to protect and advance the interests of the breed and encourage sportsmanlike conduct at dog events, such as shows, trials, tests and clinics.
  5. to conduct sanctioned and approved events under the rules of the Canadian Kennel Club and to abide by the principles of the Canadian Kennel Club Code of Ethics.
  6. that the club operates on a non-profit basis. Any resulting surplus shall not be used to the benefit of any member of the club.
  7. that the members of the club shall adopt and may from time to time revise such by-laws as may be required to carry out these objectives.
  8. that the club encourages all members to be responsible owners, promoting the welfare of the breed and a willingness to share information honestly.

Article 3 – Interpretation

As used in this By-Law, the following expressions shall have the following meaning:

  1. “FLCC” means Finnish Lapphund Club of Canada
  2. “CKC” means Canadian Kennel Club
  3. “Annual Meeting” means the Annual Meeting of the members of the FLCC
  4. “Board” means the Board of Directors of the FLCC
  5. “Club” means the FLCC
  6. “Director” means any person holding an elected position (i.e. President, Vice-President, Regional Director) of the Club
  7. “Member” means any person who is a member in good standing with the FLCC and conforms to the Code of Ethics and its objectives
  8. “Member(s) in good standing” means those that are not suspended by the FLCC or CKC and have paid all current dues 

 


 

By-Laws

Article 4 – Membership

Section 1 – Membership Year

Year in the club shall be based on the calendar year, January 1st to December 31st.

Section 2 – Eligibility

Membership is open to all persons 18 years of age and older who are in good standing with the Canadian Kennel Club and who subscribe to the purposes of this club. 

Section 3 – Types of Membership

There shall be 5 types of membership as follows:

  1. Regular Membership –open to residents of Canada who own or co-own a Finnish Lapphund. Full members will have the privilege of voting in elections and on any matter which requires a written ballot.
  2. Supporting Membership –open to non-residents of Canada and/or people who do not own a Finnish Lapphund and wish to learn more about the breed. A Supporting Member will not be eligible to vote, but will be welcome to offer ideas and input in club discussions and will receive club publications.
  3. Family Membership –open to any 2 adults residing at the same address in Canada and who qualify for a Full Membership. This membership shall give the privilege of one vote per adult, but all club mailings will be limited to one per address.
  4. Introductory Membership –a 6 month membership given to new owners of Finnish Lapphunds by the breeder, which includes any newsletter mailings, but does not include voting privileges.
  5. Junior Membership –open to children under 18 who are interested in the breed. This membership does not include voting privileges, but will convert to a voting member on the Junior member’s 18th birthday, provided the other qualifications for Full Membership are met.

Section 4 – Membership Applications/Approval/Rejection

  1. Each applicant for membership shall apply on a form as approved by the Board of Directors which shall provide that the applicant agrees to abide by the Club’s Constitution and By-Laws, in addition to the rules of the Canadian Kennel Club. Accompanying the application, the prospective member shall submit dues for payment for the current year.
  2. The applicant’s membership will be voted on at the following Board meeting. With affirmative votes of 2/3 of the Board, the applicant will receive an e-mail or letter granting him/her all privileges of the Club, except the right to vote.
  3. The names and addresses (Province/State and Country) of the applicants shall be printed in the Club’s newsletter and posted in the member’s forum online. If no objections are received by the Membership Chairperson within 30 days after the publication date, the membership shall become effective immediately.
  4. If an objection is received, the application must be voted on by the Board within 30 days of its receipt by the Membership Chairperson. The applicant must be notified of the result and provided with a written explanation.

Section 5 – Dues

Membership dues shall be payable by the 1st day of each year. During the month of October, the Secretary shall notify each member that the dues for the ensuing year are payable. The dues paid by first time applicants for membership between October 1st and December 31st each year shall cover the remaining portion of the fiscal year and carry over to cover the new member’s dues for the following fiscal year.

Section 6 – Termination of Membership

Memberships may be terminated by:

  1. resignation – any member in good standing may resign from the club upon written notice to the Secretary, but no member may resign when in debt to the Club. Dues obligations are considered a debt to the club and they become incurred on the 1st day of each fiscal year.
  2. lapsing – a membership will be considered as lapsed and automatically terminated is such member’s dues remain unpaid 60 days after the 1st day of the fiscal year. The Board has the right to review, on an individual basis, cases of late renewals. In no case shall a person whose dues are unpaid be entitled to vote.
  3. expulsion – a membership may be terminated by expulsion as indicated in these By-Laws. Any individual rejected membership by the Club must be provided with a written explanation.

Section 7 – Voting Privileges

An individual must be a member for 1 full year prior to being granted voting privileges. Unpaid membership dues shall constitute denial of voting privileges. Only Regular Members and Family Members (2 votes per family) are entitled to vote.

Article 5 – Meetings

Section 1 – Annual Meeting

The Annual Meeting of the Club shall be held in conjunction with the Club’s Specialty Show if possible, at a date and hour designated by the Board. If it is not possible to hold the meeting in person, it will be held on the internet or telephone (conference call). Written notice of the meeting shall be mailed or e-mailed by the Secretary to each member at least 60 days prior to the date of the meeting. The quorum for the Annual Meeting shall be 10% of the members of the Club in good standing, but not less than 5 people. In the absence of a quorum, the members present may adopt recommendations to be presented to the membership for decision by written ballot cast by mail or e-mail.

Section 2 – Special Club Meetings

Upon written request of at least 5 members in good standing, the Board may call a Special Club Meeting to deal with outstanding issues of concern or emergency situations. Such meetings shall be held at a date, place and time designated by the person or persons authorized herein to call such meetings. They may be held by mail, telephone (conference call), e-mail or internet. Written notice of such a meeting shall be mailed or e-mailed by the Secretary at least 30 days and not more than 45 days prior to the meeting. A quorum for such a meeting shall be 20% of the members in good standing, but not less than 7 people.

Section 3 – Board Meetings

The first meeting of the Board shall be held immediately following the Annual Meeting and election. Other meetings of the Board shall be held each month via mail, telephone (conference call), e-mail or internet at such a date and hour as may be designated by the Board. Written notice of each such meeting shall be mailed or e-mailed by the Secretary at least 5 days prior to the date of the meeting. The quorum for such a meeting shall be a majority of the Board and not less than 5 people.

Section 4 – Special Board Meetings

Upon written request of at least 3 members of the Board, the Board of Directors may call a Special Board Meeting. Such Special Meetings shall be held via mail, telephone (conference call), e-mail or internet, at such a date and hour as may be designated by the person authorized herein to call such meetings. Written notice of such a meeting shall be mailed or e-mailed by the Secretary at least 5 days and not more than 10 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 and not less than 5 people.

The Board of Directors may conduct its meetings by mail, telephone (conference call), e-mail or internet. The President shall conduct such meetings. The meetings will be followed up in writing to each Board member within 7 days.

Article 6 – Board of Directors

Section 1 – The Board

  1. National Clubs: The Board of Directors shall be comprised of the President, Vice-President, Secretary and Treasurer who are residents of Canada, plus a minimum of 4 Directors representing 4 of the 6 regions across Canada. The regions consist of British Columbia, the Prairie Provinces (Alberta, Saskatchewan and Manitoba), Ontario, Quebec, the Atlantic Provinces and the Territories (Nunavut, Yukon and Northwest Territories). In addition to the above requirements, 3 of the Officers, including the President, must be Regular Members in good standing of the Canadian Kennel Club. No more than 3 Directors may be elected from any one region and Directors must reside in the region they represent. The names and offices held by these members must be reported to the Canadian Kennel Club annually when renewing Club recognition, together with any changes to the current Constitution and By-Laws. The Club may hold only one national event per year. If an annual National Specialty event is held, it may not be held in the same region in consecutive years, unless no other region makes a request for that event. A newsletter or bulletin will be mailed or e-mailed to all members a minimum of 2 times per year.
  2. Provincial/Regional/Local Clubs: The Board of Directors shall be comprised of the Officers (President, Vice-President, Secretary, Treasurer or combined Secretary/Treasurer), in addition to one Director representing each of the provinces or Canadian Kennel Club electoral zones within that region or province. In all cases, a minimum of 2 Directors are required. They shall be elected for 2 terms as provided and shall serve until their successors are elected.

Section 2 – Officers: Duties and Responsibilities

The officers of the Club shall be the President, Vice-President, Secretary, Treasurer and 4 other members. All must be residents of Canada and 3 Officers, including the President, must be CKC members. The Officers and Directors shall be elected bi-annually at an Annual Meeting.

  1. President -shall preside as Chairperson at all meetings of the FLCC and the Board. He/She shall ensure that all meetings run smoothly and are conducted in a mannerly fashion. He/She has the power to call Special Meetings of the Board. No member may call a meeting of the FLCC without the consent of the President or his/her designate. The President shall be a member of all committees designated by the Board. Subject to the direction of the Board, the President shall manage the operations of the Club, sign such documents as may require his/her signature in accordance with the By-Laws of the FLCC or otherwise perform such other duties as may be assigned by the Board. He/She must regularly report to the Board on all phases of management and operations of the Club.
  2. Vice-President –shall assume the duties and exercise the responsibilities of the President upon the direction of the President or in such case as the President is unable to carry out the duties and responsibilities of the President.
  3. Secretary –shall keep a record of all Board and General Meetings of the Club and of all votes taken in the order of business. The Secretary shall receive and send correspondence on behalf of the Club to notify members of the meetings, notify new members of their election to membership, notify Officers and Directors of their election to office, keep a roll of the current members of the Club, complete with addresses and telephone numbers, and carry out such other duties as are prescribed in these By-Laws.
  4. Treasurer –shall collect and receive all revenues of the Club and shall deposit them in a Club bank account as approved by the Board, in the name of the Club. The books of the Club shall be open to inspection by the Board at any time and a financial report shall be provided at every meeting of the Board and every Annual General Meeting of the Club. The financial records of the Club shall be the property of the Club.
  5. Directors –Regional directors shall be from at least 4 of the 6 regions, consisting of British Columbia, the Prairies Provinces (Alberta, Saskatchewan and Manitoba), Ontario, Quebec, the Atlantic Provinces and the Territories (Nunavut, Yukon and Northwest Territories). Each member must live in the area in which they represent. The Board of Directors will decide upon the number of Directors from each area prior to the election. The number decided is in relation to the percentage of members from each zone in proportion to the FLCC’s national membership, with no more than 3 Directors from each zone. If nomination and election do not fill a Regional Director position, the Board will appoint a person for that position. The Directors will oversee the proceedings of the FLCC and that the entire Club is functioning in a productive manner. Should any Director take up residence in any province other than the province or aggregation of provinces he/she was elected to represent, the Board may declare vacant the office held by such Director and may appoint a member entitled to vote to fill the vacancy.

Section 3 – Vacancies

 Should a vacancy occur on the Board, the Board may appoint a member of the Club to fill the vacancy. Should a vacancy occur in the office of President, such vacancy shall be filled automatically by the Vice-President and the resulting vacancy in the office of Vice-President shall be filled by a majority vote of the Board.

Section 4 – Terms of Office

The elected Officers and Directors shall take office on January 1st of the year following the election. Each of the former Board members shall turn over to his/her successor in office all properties and records relating to that office by January 1st of the new term. A term is 2 years or until their successors have been elected. No Officer or Director shall serve more than 6 consecutive years without an intervening time of at least 2 years. More than half a term is considered a full term.

Article 7 – Finances

The Club must have a separate and independent bank account in the name of the Club and all cheques drawn from the Club account must have the signature of a minimum of 2 Officers and the name of their office.

Article 8 – Club Year, Voting, Elections, Nomination

Section 1 – Club Year

The Club’s fiscal year shall begin on the 1st day of January and end on the 31st day of December.

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 bi-annual election of Officers and Directors and amendments to the Constitution, By-Laws and Breed Standard. Voting by proxy shall not be permitted. The Board may decide to submit other specific questions for decision of the members by written ballot cast by mail or e-mail. Non-residents are ineligible to vote.

Section 3 – Elections

The election of the Officers shall be conducted by mail or e-mail ballot. Ballots to be valid must be received by the Secretary (or an independent individual or firm designated by the Board) no later than 7 days before the Annual General Meeting.

Section 4 – Nomination and Ballots

No person may be a candidate in a Club election who has not been nominated in accordance with these By-Laws. A nomination committee shall be chosen by the Board 3 months before the Annual General Meeting. The committee shall consist of 3 members in good standing from difference provinces, only one of which may be on the Board. The nominating committee shall conduct its business by mail, e-mail or telephone (conference call).

  1. The nominating committee shall nominate from eligible members of the Club one candidate for each office and each position on the Board and shall obtain acceptance of each nominee so chosen. The committee should consider geographical representation of the membership to the extent that it is feasible to do so. The committee shall then submit its slate of candidates to the Secretary who shall mail or e-mail the list, including the full name of each candidate and the province in which the person resides, to each member of the Club 6 weeks before the Annual General Meeting so that additional nominations may be made by the members if they so desire.
  2. Additional nominations of eligible members may be made by written petition and addressed to the Secretary and received at least 4 weeks before the Annual General Meeting and accompanied by written acceptance of each additional nominee signifying his/her willingness to be a candidate. No person shall be a candidate for more than one position and the additional nominations which are provided for herein may be made only among those members who have accepted a nomination from the nominating committee.
  3. If no valid additional nominations are received by the Secretary on or before 4 weeks before the Annual General Meetings, the nominating committee’s slate shall be declared official at the time of the Annual Meeting.
  4. If one or more additional nominations are received by the Secretary 4 weeks before the Annual General Meeting, he/she shall mail or e-mail to each member in good standing, a ballot listing all of the nominations for each position, with the names of the provinces in which they reside and a return ballot envelope or e-mail address. The inspector of the election shall check the returns against the list of members whose dues are paid for the current year and shall certify the eligibility of the voters as well as the results of the voting which shall be announced at the Annual Meeting.
  5. Nominations cannot be made at the Annual Meeting or in any manner other than those provided above.

Article 9 – Committees

Section 1 – Appointment of Committees

The Board may each year appoint standing committees to advance the work of the Club in such matters as conformation shows, field trials, obedience trials, 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. Ad hoc committees may from time to time be appointed by the Board to aid the Board with specific projects.

Section 2 –Termination of Committees

Any committee appointment may be terminated by a majority vote of the full Board upon written notice being sent to the appointee and the Board may appoint a successor to the person whose services have been terminated.

Article 10 – Discipline

Section 1 – Causes for Suspension or Termination

Any member who is suspended, debarred, expelled or deprived of privileges of the CKC automatically shall be suspended from the privileges of the FLCC for a like period. The suspended CKC member will be reviewed after new election of Board members or when suspension is lifted by CKC.

Section 2 – Complaints

  1. Any member may lay a complaint against a member for alleged misconduct that is detrimental to the best interests of the Club or the breed. The Secretary shall promptly send a copy of the complaint to each member of the Board or present them at a Board meeting. The Board will consider whether the actions alleged in the complaint, if proved, might constitute conduct which would be detrimental to the best interests of the Club or breed. If the Board decides that the complaint requires formal action, it shall fix a date for the hearing of the Board or a committee of no less than 3 members of the Board, not less than 3 weeks and not more than 6 weeks hereafter. The Secretary shall send a copy of the complaint to the accused member with the notice of the hearing and assurance that the defendant may personally appear in his/her own defense and bring witnesses if he/she wishes.
  2. Should the Club receive a letter of complaint about any member or potential member of the Club that requests no action, or falls outside the jurisdiction of the Club, the recording Secretary shall submit the information for consideration by the Board. The Board shall have jurisdiction to accept such correspondence as information to be retained in the file.

Section 3 – Board Hearing

The Board or appointed committee shall ensure that both the complainant and the defendant are treated fairly and in accordance with the rules of natural justice. Should the complaint be sustained after hearing all of the evidence and testimony presented by the complainant and defendant, the Board or committee may by a majority vote of those present impose an appropriate penalty. The Secretary shall then notify each of the parties of the decision within 30 days of the decision.

Section 4 – Expulsion

Expulsion of a member of the Club may be accomplished only at a meeting of the Club (may be by conference call) 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 attending on his/her own behalf, though no evidence shall be taken at this meeting. The President shall read the complaint and the findings and recommendations and shall invite the defendant, if present, to speak on his/her own behalf. The members shall then vote by e-mail on the proposed expulsion. A 2/3 vote of those present shall be necessary for expulsion.

Article 11 – Amendments

Section 1 – Proposal of Amendments

Amendments to the Constitution, By-Laws or Breed Standard may be proposed by the Board or by written petition signed by 20% of the members in good standing. Any proposed amendment shall be published in the next issue of the FLCC newsletter following receipt of such proposal by the Secretary. Comments from members shall be invited. No earlier than 60 days nor later than 120 days following such publication, the Board shall direct the Secretary to submit the proposal with its recommendations for vote by the membership on an official ballot in which the voter may indicate his/her choice for or against the proposed changes.

Section 2 – Acceptance

The Constitution, By-Laws and Breed Standard may be amended at any time provided a copy of the proposed amendment has been mailed or e-mailed by the Secretary to each member in good standing on the date of the mailing, accompanied by a ballot on which a choice for or against the changes to be made. The notice shall specify a date not less than 30 days after the date of the mailing or e-mail that the ballots must be received by the Secretary in order to be counted. In the case of Breed Standards, a 2/3 majority vote of those eligible voting members who have voted is required to affect an amendment. For the Constitution and By-Laws, a 2/3 majority vote of all eligible voting members is required.

Section 3 – Canadian Kennel Club Approval

No amendment to the Constitution, By-Law or Breed Standard shall become effective until it has been approved by the CKC.

Article 12 – Dissolution

The club may be dissolved at any time by providing to the CKC written documentation signed by at least 2/3 of the members of the Club who are in favour of the decision. Proxies are not permitted. In the event of the dissolution of the Club, other than for the purpose of re-organization, whether voluntary or involuntary or by operation of law, none of the property of the club nor any assets of the Club shall be distributed to any member of the Club. Its property and assets shall be given to a charitable organization for the benefit of dogs selected by the Board.

Article 13 – Order of Business

Section 1 – Meetings of the Club

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:

  1. Roll Call
  2. Minutes of the last meeting
  3. Report of the President
  4. Report of the Secretary
  5. Report of the Treasurer
  6. Report of Committees
  7. Election of Officers and Board (at Annual Meeting)
  8. Election of new members
  9. Unfinished business
  10. New business
  11. Adjournment

Section 2 – Meetings of the Board

At meetings of the Board, the order of business unless otherwise directed by a majority vote of those present shall be as follows:

  1. Minutes of the last meeting
  2. Report of the President
  3. Report of the Secretary
  4. Report of the Treasurer
  5. Report of Committees/Directors
  6. Unfinished business
  7. Election of new members
  8. New business
  9. Adjournment