Constitution

Constitution for the International Shiloh Shepherd Dog Club, Inc.

Article I. Name

The name of this nonprofit corporation is the International Shiloh Shepherd Dog Club, Inc., hereinafter also referred to as “ISSDC” and is a non-stock, not-for-profit corporation under the provisions of Chapter 10 of Title 13.1 of the Code of Virginia.

Article II. Purpose

The purpose of the ISSDC is to engage in the education of Shiloh Shepherd owners, Shiloh Shepherd breeders, the general public, and to promote the well being of Shiloh Shepherds as well as all other dogs. A major purpose of the ISSDC is to engage in rescue of abandonded and/or unwanted dogs, primarily Shiloh Shepherds, in an effort to prevent neglect and cruelty to dogs. The ISSDC shall engage in educational programs, fund raising, fun matches, obedience and conformation classes. The ISSDC shall only include Shiloh Shepherds. This club recognizes all Shiloh Shepherds regardless of registry affiliation.

ByLaws for the International Shiloh Shepherd Dog Club, Inc.

ARTICLE I. Membership

Section 1. Eligibility. Membership is open to any breeder, owner, or fancier of the Shiloh Shepherd breed who subscribes to the purposes and objectives of the ISSDC and agrees to abide by the ISSDC Constitution and Bylaws and the ISSDC Code of Ethics. A person who has been expelled may only be eligible for membership according to the provisions of their expulsion as provided in Article VIII, Section 3 of these Bylaws.

Section 2. Types of membership. There shall be six types of memberships.

2.1 Single Membership. Open to applicants 18 years of age or older. Single members are entitled to one vote and are eligible to hold office in the ISSDC.

2.2. Family/Household membership. Open to any two members of the same household, 18 years of age or older. This membership must identify the two members joining and each must supply a separate email address. These two members are entitled to one vote each and each is eligible to hold office, but only one Family/Household member may hold office at the same time.

2.3. Honorary membership. The Board of Directors may elect to offer an honorary membership to any person who meets the eligibility requirements for Single 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 or by electronic means, shall be required to elect an honorary member. Honorary members shall be exempt from dues. No honorary members may vote.

2.4. Puppy Gift membership. Puppy Gift memberships are offered at a reduced rate and are only available for purchase by members holding a Single Breeder/Stud membership or Breeder/Stud Family membership. This gift membership can only be purchased by the breeder for the new puppy owners of his or her current litter. Gift memberships must be purchased prior to the current litter turning 6 months old. This Puppy Gift Membership has the same requirement as for a Single membership, except Puppy Gift memberships do not retain the right to vote or hold office in the ISSDC. A Puppy Gift membership may be upgraded to Single, Family, Breeder/Stud Single or Breeder/Stud Family at any time by contacting the Board of Directors and paying the applicable membership fee, less the cost of the Puppy Gift membership paid by the breeder.

2.5. Breeder/Stud Single membership. Same as “Single membership” but with added benefits of kennel advertisement on ISSDC Website, access to and listing on the ISSDC Stud Pages, and option for participation in ISSDC-orchestrated advertising projects.

2.6. Breeder/Stud Family membership. Same as “Family membership” but with added benefits of kennel advertisement on the ISSDC website, access to and listing on the ISSDC Stud Pages, and option for participation in ISSDC-orchestrated advertising projects.

Section 3. Dues

3.1. Amount of dues. Annual membership dues shall be determined by the Board of Directors, not to exceed $100 per person per year. Where there is a change in dues, the Board of Directors will, whenever possible, make the changes effective for the start of a new calendar year (January 1st).

3.2. Payment of dues. Membership renewal dues are payable on or before the 1st day January of each year to the ISSDC Treasurer. New members may join at any time during the year and applicable dues are required upon applying for membership. New members joining between October 1st and December 31st will retain membership rights through the next calendar year. Membership dues are to be paid in US funds. Dues may be paid online through PayPal or by mail. Mailed payments will include a remittance form, along with a check, and be mailed to the ISSDC Treasurer. It is the member’s responsibility to ensure the mailed payment is sent with sufficient time to be received prior to January 31st to maintain voting privileges for that year.

3.3. Dues statement. The Treasurer may, from time to time, send to each member a reminder of upcoming dues or outstanding dues for the ensuing calendar year.

3.4. Nonpayment of dues. No member may vote whose dues are not fully paid and received for the current year. The membership of any member whose dues have not been received by January 31st of any calendar year shall lapse. Memberships paid after January 31 of each year lose their voting privileges for the current annual election but retain all other membership rights.

Section 4. Application for membership. Each applicant for membership in the ISSDC 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 ISSDC. The prospective member shall submit the completed application and dues payment for the current year to the Treasurer.

Section 5. Termination of Membership. Memberships may be terminated for any of the following reasons:

5.1. Resignation. Any member in good standing may resign from the ISSDC upon written notice to the Secretary. No refunds of dues shall be paid. Resignation shall not discharge or eliminate any debt owed to the ISSDC and all ISSDC property must be returned immediately to the Secretary of the Board of Directors. Dues are considered an obligation to the ISSDC and are incurred the first day of each calendar year.

5.2. Lapsing. A membership will be considered as lapsed and automatically terminated if such member’s dues are not received by January 31st. Dues received after January 31st do not confer annual election voting privileges. The Board of Directors may grant a grace period of an additional 30 days for payment to any member who applies for an extension that will extend all membership rights except annual election voting privileges. In no case may a person be entitled to vote at any ISSDC meeting or in any ISSDC election whose dues are unpaid as of the date of the meeting. Unpaid dues that are paid at an ISSDC meeting shall provide that member reinstatement of meeting voting rights for that meeting and also membership privileges for the rest of the calendar year. Annual election voting privileges are only granted when dues are paid on or before January 31st.

5.3. Expulsion. A membership may be terminated by expulsion as provided in Article VIII, Section 3 of these Bylaws.

ARTICLE II. ISSDC Year

Section 1. Calendar year. The ISSDC calendar year shall begin on January 1st and end on December 31st.

Section 2. Official year. The ISSDC official year shall begin June 1st of every year.

ARTICLE III. Meetings

Section 1. ISSDC Meetings.

1.1. Annual ISSDC meeting. The annual meeting of the ISSDC shall 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 communicated electronically online via the Members Only Forum and other approved channels before the commencement of the annual meeting. Any member in good standing may attend the Annual meeting. Minutes from the annual meeting, following approval by the Board at their next regular Board meeting, will be posted in a timely manner in the Members Only Forum for the membership.

1.2. Special ISSDC meetings. Special meetings may be called by the President, by majority vote of the Board of Directors, or by the Secretary upon receipt of a petition signed by 10 percent of the members of the ISSDC who are in good standing. Such special meetings shall be held at a place, date, and time as may be designated by the person or persons authorized herein to call such a meeting. Written notice of such a meeting shall be communicated electronically by the Secretary at least fifteen (15) days and not more than thirty (30) days prior to the date of the meeting. Written notice shall state the purpose of the meeting, and no other ISSDC business may be transacted thereat. Minutes from each meeting, following approval by the Board at their next regular Board meeting, will be posted in a timely manner in the Members Only Forum for the membership.

Section 2. Meetings of the Board of Directors.

2.1. Board meetings. Meetings of the ISSDC Board of Directors will be held at such times and places as the Board of Directors shall determine. The Board of Directors shall strive to have regular monthly meetings whenever possible. It is recommended that each year the President and the Board of Directors agree to a regular monthly meeting schedule (example: third Sunday of every month). In the absence of a yearly meeting schedule, written notice of each such meeting shall be mailed or communicated electronically by the Secretary at least seven days prior to the date of the meeting. Majority vote of the Board of Directors may be in person, mail, or electronic mail.

  1. Agenda. The President shall publish an agenda prior to the day of any meeting.
  2. Roll call. The Secretary will take a roll call at the beginning of each designated meeting period.
  3. Quorum. A quorum for these meetings shall be a majority of the Board members present. A Board member shall be considered present if he/she responds within one-half hour in a chat room/conference/video call or within 24 hours on an email list or message board.
  4. Voting. Board members may vote on any properly-made motion during these meetings. Board members shall be notified by mail or email of the results of all balloting. The President does not vote except in a tie-breaker.
  5. Minutes. The Secretary shall be responsible for keeping minutes of these discussions by using chat room logs, copying messages from the message Board, copying email from the list, or by taking notes of the discussion. Minutes from each meeting, following approval by the Board at their next regular Board meeting, will be posted in a timely manner in the Members Only Forum for the membership.

2.2. Special Board meetings. Special meetings of the Board may be called by the ISSDC President or by the Secretary upon receipt of a written request signed or electronically communicated by at least three members of the Board. Such special meeting shall be held at such time, place, or via telephone or video conference call as may be designated by the person authorized to call such meeting. The Secretary shall electronically mail written notice of such meeting at least four 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.

  1. Agenda. The President shall publish an agenda prior to the day of meeting.
  2. Roll call. The Secretary will take a roll call at the beginning of each designated meeting period.
  3. Quorum. A quorum for these meetings shall be a majority of the Board members present. A Board member shall be considered present if he/she responds within one-half hour in a chat room/conference/video call or within 24 hours on an email list or message Board.
  4. Voting. Board members may vote on any properly-made motion during these meetings. Board members shall be notified by mail or email of the results of all balloting. The President does not vote except in a tie-breaker.
  5. Minutes. The Secretary shall be responsible for keeping minutes of these discussions by using chat room logs, copying messages from the message Board, copying email from the list, or by taking notes of the discussion. Minutes from each meeting, following approval by the Board at their next regular Board meeting, will be posted in a timely manner in the Members Only Forum for the membership.

Section 3. Discussions.

3.1. ISSDC discussions. ISSDC discussions may happen between members and the Board of Directors at any time. Discussions may take place online within the ISSDC Members Only Forum or Facebook page. Discussions started on the ISSDC Members Only Facebook group or any other social media channel may be moved to a different forum at any time upon a majority vote of the Board of Directors. Notice of such a move will be given on the original social media channel where the discussion originated so members may continue the discussion in the ISSDC Forum. The Board of Directors will have the final say on where a discussion will take place and what discussions are appropriate, provided it does not deprive a member of his or her rights, on the ISSDC Members Only Facebook group or other social media channels.

3.2. Regular or Special Board discussions. Board discussions may take place whenever and however the majority of the Board of Directors sees fit, including by conference call, email, or online within a Board group or chatroom. All Board members should participate in these discussions whenever possible. Voting may occur on motions necessary for day-to-day operation of the ISSDC. However, for matters of import requiring discussion and deliberation, voting should occur at the regularly scheduled Board meetings.

Section 4. Voting. Each ISSDC member in good standing whose dues are paid for the current year and who is entitled to vote pursuant to Article 1 shall be entitled to vote at any meeting at which the member is present or by ballot or by email ballot. Proxy voting shall not be permitted. The President shall not vote except in the event of a tie-breaker.

Section 5. Conducting ISSDC business via electronic communication. The ISSDC and Board of Directors may use email, chat rooms, message boards, telephones, and other means of electronic and/or video communication to facilitate ISSDC business.

ARTICLE IV. Directors and Officers

Section 1. Board of Directors. The Board of Directors (Board) shall be comprised of eight (8) members, of whom four (4) shall be Officers and four (4) shall be 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 their term or until their successors are elected. In addition, in election years where there is a change in President as a result of that election, the immediate past President shall serve as an honorary Officer of the Board for a period of one year only. General management of the ISSDC’s affairs shall be entrusted to the Board of Directors.

1.1. Guidelines.

  1. The Board is elected to serve the ISSDC and the membership, and in the best interest of the Club, and will not be found serving only in the interest of the Board or one member of the Board;
  2. An office carries with it only the rights necessary for executing the duties of the office, and it does not deprive a member of the ISSDC of his/her rights as a member;
  3. Each member of the Board will conduct themselves in a professional manner at all times, but particularly when communicating with other members, nonmembers and/or other Board members, be it in person, on the phone, via social media, at member or public events, or during any type of meetings including, but not limited to, Board meetings;
  4. The Board shall operate under the Constitution and Bylaws, or the parliamentary authority of Roberts Rules of Order at all times;
  5. No action of the Board, or action of any member of the Board, can conflict with any of the ISSDC Bylaws or its Constitution;
  6. The Board will conduct all business, except where these Bylaws provide otherwise, only in a regular or properly called meeting or discussion for which every Board member has been properly notified;
  7. Only one member from an immediate family shall be permitted to sit on the Board at the same time. Immediate family is defined as spouse, domestic partner, child, step child, sibling, parent, grandparent, grandchild or the child, sibling or parents of the member’s spouse;
  8. Any Officer or Director who misses two Board meetings within an ISSDC official 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 Board member is absent for the second time votes to excuse one or both of the absences. The results of such vote will appear in the meeting minutes, available to the membership.

Section 2. Term of Office. The term of office for Board members of the ISSDC shall be two (2) years, or until their successors are elected. The members of the Board of Directors shall be elected for two-year terms staggered so that the President, Vice President, Treasurer, and Secretary are elected on even-numbered years and Directors are elected on odd-numbered years. The term for newly elected Board members shall start June 1st, following the conclusion of the annual election each year.

2.1. Term Limitations.

  1. All Board members shall be limited to two (2) consecutive terms of office and no person may hold more than one office concurrently per term. No person, elected or appointed, shall be permitted to serve more than four (4) years or two (2) consecutive terms of office, whichever comes first by way of the next appropriate election, in any position or in combination of positions, Officer or Director or combined, except the past President who may remain in an advisory role on the Board for one year after the end of his/her final term;
  2. Once a Board member has served two (2) consecutive terms, he/she will be required to observe one (1) year off the Board before being eligible to sit on the Board again;
  3. If a Board member serves four (4) years before the next election for their seat for any reason, the member is required to step down and that seat will then be appointed by the Board until the next appropriate election for the interim seat, except in the case of the President’s seat. A vacancy in the office of the President shall be filled automatically by the Vice President and the resulting vacancy in the office of the Vice President shall be filled by majority vote of the Board for an appointee. The Board will appoint another member in the seat of the member stepping down prior to relieving that member of duty in that term. Should the Board be unable to find an appointee, the Board will make one (1) public call for candidates and give two (2) weeks for a response. The Board will then choose from those candidates. Should the seat still remain empty, the prior Board member will sit until his/her successor is elected.

2.2. One-time fix to put seats back in proper stagger. Currently, there is one Director seat that is off stagger due to an error in the 2016 election process. For the 2018 election, a new Director will be elected and will serve a three-year term until the 2021 election. That Director seat will be elected again at that time to bring that seat back to the proper stagger. This Section 2.2 “One time fix to put seats back in proper stagger.” should then be removed in the election that fixed the stagger as an amendment since it will no longer be needed.

Section 3. Members of the Board of Directors. The ISSDC Officers, comprised of the President, Vice President, Secretary, and Treasurer, and Directors shall serve in their respective capacities both with regard to the ISSDC and its meetings and the Board and its meetings. All Officers and Directors must be elected and in good standing with the ISSDC.

3.1. President. The President shall preside at all meetings of the ISSDC and of the Board unless otherwise stated in these Bylaws. The President shall have all the duties and powers normally appurtenant to the office of the President in addition to those particularly specified in these Bylaws. The President does not vote in meetings or discussions, outlined in Article III, unless to act as a tie-breaker. The President sits as the “presiding Chair” at all meetings and therefore does not make motions but rather can call for a motion to be made.

3.2. Vice President. The Vice President shall assist the President when and where possible. The Vice President shall serve as Parliamentarian, unless there is an additional Parliamentarian appointed. The Vice President shall have the duties and exercise the powers of the President in case of the President’s death, absence, or incapacity.

3.3. Secretary. The Secretary shall keep a written record of all meetings of the ISSDC, and of the Board, and of all matters of which a record shall be ordered by the ISSDC; the Secretary also shall have charge of the correspondence, including but not limited to:

  1. Notifying members of meetings and events;
  2. Notifying new members of their approval of membership;
  3. Keeping a roll of the members of the ISSDC with their addresses, phone numbers, and email;
  4. Accepting and processing membership applications;
  5. Correlating and distributing official ISSDC electronic ballots for election purposes;
  6. Notifying Officers and Directors of their election to office;
  7. In the death, absence, or incapacity of the President and Vice President, carrying out the duties and exercising the powers of the President;
  8. Carrying out other such duties are as prescribed in these Bylaws; and
  9. Taking meeting minutes and providing the Board and membership with those minutes as prescribed in these Bylaws.

3.4. Treasurer. The Treasurer shall collect and receive all moneys due or belonging to the ISSDC. Moneys shall be deposited in a bank designated by the Board, in the name of the ISSDC. Any moneys paid or transferred out of ISSDC bank accounts to an external vendor over the amount of $100 must be authorized by two Officers other than the Treasurer. The financial 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 ISSDC 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 is permitted to transact ISSDC duties under these Bylaws outside of regular and special meetings. The Treasurer may utilize committees or individuals within the ISSDC to help maintain the ISSDC books and transactions. In the event of the resignation, death, expulsion, or incapacity of the Treasurer, all moneys and account books of the ISSDC shall be handed over to the Board of Directors until the office of Treasurer is filled. Both the Secretary and Vice President shall authorize payments, and the President shall sign all checks during this interim period.

3.5. Directors. The Board of Directors shall have four (4) Directors who will be elected to the Board by the membership as provided in Article V and who are all in good standing with the ISSDC. The Directors shall assist the President, Vice President, and Secretary when and where possible in conducting the general management of the ISSDC’s affairs. The Directors shall also chair, co-chair, and/or assist in the various committees when and where possible. Directors shall serve their term or until their successors are elected. Director duties are not limited to the duties listed here.

3.6. Past President/Honorary Officer. The past President may sit on the Board as an honorary Officer for a period of one (1) year only, immediately following an election where there is a change in President. The past President has the right to attend meetings and to speak at meetings but does not have the right to vote on Board or Club business or transactions. The past President’s main function is to help in the transition of the new Board so that work from previous Officers is not left unfinished.

This is an advisory role only. If the past President declines to sit as an honorary Officer following the election, or does not attend the first two (2) meetings without notice, the new Board may choose, by Board vote, a substitute honorary Officer who also just left office to help with the transition of duties. If any honorary Officer declines to assist and one (1) or more Board meetings have passed, they may not rescind their decision. Once the honorary Officer has served their one (1) year term, they must observe a year off the Board before being eligible for nomination again.

3.7. Parliamentarian. A Parliamentarian may be appointed by a current President or Board as needed. In this case, the Parliamentarian is a consultant only, purely advisory with no voting powers in Board meetings, and is not considered a Board member. The Parliamentarian advises the President and other Officers, Directors, committees, and members on matters of parliamentary procedure and on questions that may arise in interpreting Bylaws and rules or in connection with the work of the Board and/or committees, as laid out in Article IX Section 4 and in Article XII. The Parliamentarian’s duties extend beyond giving opinions to the presiding Officer during meetings, and may include assisting in the planning and steering of business to be introduced. As such there may be a requirement for the Parliamentarian to sit in on Board meetings. It is the duty of the Parliamentarian to call attention to the Board any error(s) in the proceedings of the Board. The Parliamentarian has a duty to maintain impartiality. The Parliamentarian may be a member of the ISSDC or not but must have a better than average understanding of Roberts Rules and should be clear on the original intent behind the Bylaws of the ISSDC.

Section 4. Vacancies. Any vacancies occurring on the Board or among the offices during the year shall be filled by a majority vote of all the remaining members of the Board at its first meeting following the creation of said 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 the resulting vacancy in the office of Vice President shall be filled by the Board by majority vote. Positions appointed by the Board because of vacancies will stand until the next annual election appropriate for that seat, to continue to observe the staggered terms. The results of a Board vote to fill a vacancy will appear in the meeting minutes and available to the members. In filling vacancies for unexpired terms, appointed or elected, any Officer or Director who has served more than half of a term on the Board is considered to have served a full term. The Term of office begins as soon as the Officer or Director is appointed, and that person shall serve until their successors are elected. Vacancies filled by a current Board member become an appointed Officer/Director and will also be voted on by the remaining members of the Board at its first meeting following the creation of said vacancy, or at a special Board meeting called for that purpose, and the results of the vote will appear in the meeting minutes and available to members. A current Board member may not be appointed into a vacancy that extends their term by more than six months except when a Vice President is automatically moved into a vacancy of the President seat. In this situation, the Vice President may sit as the acting President until the next election year ending in an even number. A previous Board member who has not taken the required one (1) year off of the Board may not be appointed back onto the Board until the required year is over.

Section 5. Compensation. The members of the Board shall serve without compensation for time or labor but may be compensated for reasonable and necessary expenses upon approval by the majority of the Board.

ARTICLE V. Elections

Section 1. Annual election. The annual election of Officers and Directors shall be conducted by secret electronic ballot, except that if only one nomination is received by the Secretary for each open position as provided in Article V, Section 4, no ballot will be necessary. In this case, the persons selected by the Election Committee will be declared elected by the Secretary as soon as possible on March 16th of that year. If additional nominations have been made as provided in Article V, Section 4, the ISSDC Secretary shall report the results of the election on May 1st. The nominated eligible candidate receiving the greatest number of votes for each office or position on the Board shall be declared elected. In order for a member to receive a ballot for the annual election their membership dues must be paid on or before January 31st of that calendar year.

1.1 Election timeline.

  • Oct 15th – Board to begin selection of Election Committee
  • Nov 14th – Board will announce Election Committee on or before today
  • Jan 15th – Election Committee will have slate sent to ISSDC Secretary on or before today
  • Jan 31st – Board will announce Election Committee slate on or before today
  • Jan 31st – Memberships must be renewed before midnight Eastern Time today to have voting rights in this year’s annual elections
  • Feb 1st – Open Nominations begin and nominations are sent to ISSDC Secretary
  • Mar 15th – Open Nominations close by midnight Eastern Time
  • Mar 16th – If only one nomination per position is submitted, the Election Committee slate stands and the Election process is over for this year; skip to June 1st
  • Mar 16th – ISSDC Secretary emails questionnaire to each candidate
  • Mar 30th – Candidate questionnaires due to Secretary
  • Mar 31st – Candidate questionnaires posted on ISSDC Members Only Forum
  • Mar 31st – Candidate Question and Answer Period opens on the ISSDC Members Only Forum
  • April 14th – Question and Answer Period closes at midnight Eastern Time
  • April 15th – Ballots emailed out to all members with an active membership as of January 31st
  • April 30th – Ballots due by midnight Eastern Time
  • May 1st – Election Results communicated to candidates then posted to the Members Only Forum
  • June 1st – New Board members officially take office; Board members stepping down return all ISSDC belongings and pass over all ongoing work to successors

Section 2. Nominations. No person may be a candidate for an office or position on the Board who has not been nominated. All candidates must be members in good standing of the ISSDC with a paid membership prior to midnight Jan 31st of that year. Nominations for election candidates cannot be made at the annual meeting or in any manner other than as provided in this section. Members in good standing may make nominations for the seats up for election to the Election Committee as provided in this article, or to the ISSDC Secretary, as provided in this article. Members may nominate as many people as they choose, however, the member should first check with candidate that they would accept the nomination.

Section 3. Election Committee. Before November 15th, the Board shall select an Election Committee comprised of five members and two alternates, all members in good standing, none of whom shall be a member of the current Board of Directors. In choosing the members of the Election Committee, the Board should try to ensure that different parts of North America have representation on the committee. The Board will also try to select new members who have not served recently so that the committee is not the same members each year. 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 ISSDC Secretary. The Election Committee may conduct its business in person or by use of mail, fax, telephone, or other electronic communication, provided that all committee members are involved and aware of all decisions at least seven days before the slate is reported to the ISSDC Secretary. Should an Election Committee member be nominated in the current election, that member will step down from the Election Committee before accepting the nomination and an alternate member will resume in his/her place.

3.1. Candidates. The Election Committee shall receive nominations for candidates submitted by eligible members of the ISSDC who are in good standing. The Election Committee will procure acceptance of at least one nominee per position up for election on the Board of Directors. 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 candidates to the Secretary no later than January 15th. The Secretary shall communicate the list electronically, including the full name of each candidate and the state/province in which the candidate resides, before February 1st, so that members may make additional nominations if they so desire.

3.2. Nominee withdrawal. If one or more of the candidates from the Election Committee slate should withdraw their nomination prior to the end of the open nomination period leaving a position without a nominee, the Election Committee will once again ask the membership for candidates and choose another eligible candidate, in accordance with Section 3.1. The Election Committee will send the slate changes to the Secretary for posting to the membership as soon as possible. There must be at least one candidate for each position in the current election to ensure that there will be a Board member for each seat should no additional nominations come in.

Section 4. Open nominations. The open nominations period begins February 1st and closes March 15th at midnight Eastern Time. Eligible members may make additional nominations for candidates at this time.

4.1. Additional nominations. Additional nominations of eligible members may be made to the Secretary and received at the Secretary’s regular address or by email on or before March 15th, and the Secretary will confirm acceptance of the nomination from each additional nominee. No person shall be nominated for more than one position.

  1. If no valid additional nominations are received by the Secretary on or before March 15th, the Election Committee’s slate of candidates shall be declared elected and no balloting will be required if there is only one nominee per position.
  2. If one or more valid nominations are received by the Secretary on or before March 15th, the Secretary shall email to each member in good standing on April 15th an electronic ballot listing in alphabetical order by last name all of the nominees for each position and their location.

Section 5. Counting the ballots. Electronic/digital ballots must be completed no later than midnight Eastern Time on April 30th. Ballots received after that date shall be invalid.

Section 6. Election results. The ISSDC Secretary shall report the election results on the ISSDC Members Only Forum as soon as possible on May 1st.

Section 7. Change of Board members. The newly-elected Board members shall take office on June 1st following the election in which they were elected. Each retiring Board member shall turn over to his/her successor in office all properties and records relating to that office within 45 days after the election.

Section 8. Petitions. Reasonable written petitions will be accepted by the ISSDC Secretary by regular mail or email. All petitions must be signed by at least 20% of members in good standing, of the total membership as last reported of the last meeting of the prior year (ideally December of the prior year) and who have been members of the ISSDC for at least 1 year prior to signing the petition. Written petitions sent to the ISSDC Secretary will be presented to the Board for immediate consideration. Petitions will require a membership vote to take effect and will require two thirds (2/3) membership vote of members in good standing, of the total membership as last reported at the last meeting or last count of the prior year (ideally December of the prior year) and who have been members of the ISSDC for at least 1 year prior to signing the petition. Petitions may be written for Bylaw amendment or removal of a Board member for misconduct.

ARTICLE VI. Contracts, Loans, Checks

Section 1. Contracts. The Board may authorize any Officer, Director, agent, or employee to enter into any contract or execute and deliver any instrument in the name of and on behalf of the ISSDC.

Section 2. Loans. No loan or line of credit shall be contracted on behalf of the ISSDC, and no evidence of indebtedness shall be issued in its name unless authorized by a majority vote of the Board of Directors. Such authority may be general or confined to specific instances.

Section 3. Checks, drafts, etc. All checks, drafts, or other orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the ISSDC shall be signed by the ISSDC Treasurer, President, or such agent or employee of the ISSDC and in such a manner as shall from time to time be determined by the Board.

ARTICLE VII. Committees

Section 1. Appointing committees. The Board shall appoint such temporary and standing committees as needed to advance the operation of the ISSDC or to aid the Board on particular projects. Appointments of such committees shall always be subject to the final authority of the Board. A committee is not required to be chaired by a Board member but must have a Board liaison.

Section 2. Terminating committee appointments. Any committee appointment may be terminated by majority vote of the Board upon written notice to the appointee and the chair of the committee the appointee sat on if that chair was not already a member of the current Board. The Board may appoint successors to those persons whose service has been terminated.

Section 3. Committee work and reports. Any work done on any committee must be in compliance with the current Bylaws and is subject to approval by the Board. The committees will send updates or progress reports to the Board when required and preferably on a regular basis. These reports will be included in the minutes of the next Board meeting. In the case of updates to the Bylaws, the Board will submit the proposed changes from the committee and may include with the revisions to the membership a separate sheet of Board comments as per Article IX. In cases of Bylaw amendment, the work done by the Bylaw Committee will be put to a membership vote as per Article IX and is not the final authority of the Board.

ARTICLE VIII. Discipline

Section 1. Charges. Any member may prefer charges against a member for alleged misconduct prejudicial to the best interests of the ISSDC or the breed. Written charges with specifications must be filed with the Secretary in duplicate if mailed or singly if emailed 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 ISSDC or the breed, or are in violation of the Code of Ethics. 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 or 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. The Board may or may not choose to involve the Ethics Committee for that committee’s recommendations but the Board has final authority on the matter. Charges may be brought against a current Board member, Officer or Director, for misconduct or neglect of duty in office in addition to the reasons of charges of a regular member. In the event charges are brought against an Officer or Director, a special meeting will be called by the presiding officer, President, Vice President, or Secretary, provided the charges are not against that person, that includes the current Officers and Directors of the Board minus the member against whom charges have been made. If charges are brought against the President, the meeting shall be called by the Vice President. A copy of the charges will be given to the accused so they may prepare their defense. The same procedure as above for charges against a member will then be followed. Should the Board member be found guilty of misconduct, that Board member will be relieved of duty immediately and the seat shall be filled in accordance with Article IV, Section 4.

Section 2. Board hearing. The Board shall have complete authority to decide whether counsel may attend the discipline 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 ISSDC 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. 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.

Section 3. Expulsion. Expulsion of a member from the ISSDC may be accomplished following a Board hearing and upon the Board’s recommendation. The Board shall present the charges, findings, and recommendations to the respondent via email, phone, or other communication means, and shall invite the respondent to speak or provide evidence on his/her own behalf. Evidence from the respondent and recommendations from the Board, including the length of expulsion, up to and including a lifetime ban, shall be presented to the membership for review. A 2/3 vote of the current membership who had voting rights as of January 31st of the current year shall be necessary for expulsion. If expulsion is not so voted, the suspension shall stand.

ARTICLE IX. Amendments

Section 1. Proposing amendments. Amendments to the Constitution and Bylaws may be proposed by the Board of Directors, the Constitution and Bylaw Committee, the Parliamentarian, or by written petition addressed to the Secretary and signed by 20% of the membership in good standing. Amendments proposed by such a petition shall be promptly considered by the Board of Directors, submitted to the Constitution and Bylaw Committee for their recommendations, and must be submitted to the members with the recommendations of the Board, Constitution and Bylaw Committee, or the Parliamentarian, 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.

Section 2. Publishing proposed amendments. Proposed amendments will be posted on the ISSDC Members Only Forum with notification provided on all lists and via email to current members, with the recommendations of the Board. The Secretary shall email to each member in good standing an electronic ballot listing all proposed amendments.

Section 3. Voting procedures. Proposed amendments may be voted on at the same time as the annual election of the Board of Directors. Ballots for the proposed amendments will be sent out by the ISSDC Secretary. Tabulation of results shall be done in accordance with the procedures outlined in Article V, Section 5. 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 any proposed amendment(s). The results are to be posted by the Secretary as soon as possible following the annual election results on or about May 1st of that year.

Section 4. Principles of interpretation. When the meaning of an ISSDC Bylaw or other rules or documents of the ISSDC is clear, the ISSDC Board or membership, even by unanimous vote, cannot change that meaning except by amending its Bylaws as provided in this Article. An ambiguity must exist before there is occasion for interpretation. If a Bylaw is ambiguous it must be interpreted, if possible, in harmony with the other Bylaws. The interpretation should be in accordance with the intention of the ISSDC Board and membership at the time the Bylaw was adopted, as far as this can be determined. Intent plays no role unless the meaning is unclear or uncertain, but where an ambiguity exists, a majority vote of the membership is all that is required to decide the question. The importance of the clarity shall determine if an immediate vote is necessary or if the clarity can wait until the next regular election. A member may call an immediate vote with 20% of the active membership’s support to do so. An ambiguity may be brought to the attention of the Board and the membership by use of the Members Only Forum for proper discussion, using “Roberts Rules of Order, Newly Revised” to first search for clarity and if none is found by resolution per this section. The ambiguous or doubtful expression should be amended, as provided in this Article, in the very next election with fair and proper notice to the membership prior to the election.

ARTICLE X. Dissolution

The ISSDC 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 ISSDC, whether voluntary or involuntary or by operation of law, other than for purposes of reorganization, none of the property of the ISSDC nor any proceeds thereof nor any assets of the ISSDC shall be distributed to any members of the ISSDC, but after payment of the debts of the ISSDC, its property and assets shall be given to a charitable organization exempt from federal income tax under section 501(c)(3) and described in section 170(c) of the Internal Revenue Code (or any corresponding provisions in a successor Code), to be used for the benefit of dogs, or if impracticable, to any organization exempt from federal tax under section 501(c)(3) and described in section 170(c) (or any corresponding provisions in a successor Code) for any purpose authorized by section 501(c)(3).

ARTICLE XI. Order of Business

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

  • Roll Call
  • Reading and approval of minutes of last meeting
  • Report of Secretary
  • Report of Treasurer
  • Reports of committees
  • Unfinished business
  • New business
  • Adjournment
ARTICLE XII. Parliamentary Authority

The rules contained in the current edition of “Robert’s Rules of Order, Newly Revised” shall govern the ISSDC 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 ISSDC may adopt. If there is a situation, problem, definition, procedure, or duty not clearly outlined in these Bylaws, the membership and Board will refer to Roberts Rules for answers first. At no time will a member or the Board’s opinion, without precedent or fact to support it, be recognized as any authority of this Club. Roberts Rules of Order was designed as a manual to be adopted by organizations or assemblies as their parliamentary authority (both procedure and rules of order). When the manual has been thus adopted, the rules within it, together with any special rules of procedure/authority that may also be adopted, are binding upon the body and constitute that body’s rules of order and Bylaws. Roberts Rules was written to avoid argument over interpretation or opinion of all things concerning rules or Bylaws and procedure.

ARTICLE XIII. Certifications

We hereby certify that the foregoing Constitution and Bylaws, consisting of (number of pages after amendments) 17 pages, including this page, constitute the Bylaws of the International Shiloh Shepherd Dog Club, duly adopted by its Board of Directors at a meeting properly noticed and held, and at which a quorum was present on the 1st day of June in the year 2004. Amends to the original text voted on by membership on December 28th, 2009 per Article IX of these Bylaws.  Amends to original text voted on by membership on February 21, 2010 to correct Article X per 501(c)(3) requirements. Additional amendments to these Bylaws voted in by at least 2/3 of the membership on the 1st day of May in the year 2018 per Article IX of these Bylaws.