Constitution and Bylaws

CONSTITUTION

ARTICLE I

Name and Objectives

SECTION 1. The name of the club shall be the Red River Standard Schnauzer Club of Texas (“the Club”)

SECTION 2. The objectives of the Club shall be:

(a) to encourage and promote quality in the breeding of the purebred Standard Schnauzer and to bring their natural qualities to perfection.

(b) to urge members and breeders to accept the written breed standard, as approved by the Standard Schnauzer Club of America and filed with the American Kennel Club, as the only standard of excellence by which Standard Schnauzers are bred and judged.

  • to provide information for the general public and our members about the Standard Schnauzer, its health, breeding, care, and training requirements.
  • to protect and advance the interest of the breed by encouraging sportsmanship among the owners, breeders, and fanciers of the Standard Schnauzer.
  • to act as a local contact for Standard Schnauzer Rescue and provide referrals for prospective owners to responsible breeders in the immediate area.
  • to promote the Standard Schnauzer's natural abilities as a show dog, obedience dog, multi performance dog and family companion, by sponsoring and supporting dog shows and other companion and performance events for which the Club is eligible.
  • to conduct sanctioned matches, dog shows and any other 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 remainder or residue from dues 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 objectives.

BYLAWS

ARTICLE I

Membership

SECTION 1. Eligibility. Full membership is open to persons 18 years of age and older, who have not been suspended by The American Kennel Club, our Parent Club or any other Dog Club, who have signed the Club’s Code of Ethics, and whose dues for the current year are paid. While membership is unrestricted as to residence, the Club's primary purpose is to be representative of Owners, Breeders, and Fanciers in its immediate area.

SECTION 2. Types of Memberships. There shall be six (6) classifications of members:

Regular (Individual) — Enjoys all club privileges including the right to vote and hold office.

Household — Two (2) adult members residing in the same household, each eligible to vote and hold office.

Student – Open to Fulltime students, over the age of 18 years, (proof of student’s fulltime status required), enjoys all club privileges including the right to vote and hold office.

Associate — Entitled to all club privileges except voting and office holding (offered to individuals who live outside of the club’s area or individuals who live in the club’s area but are not active).

Junior — Open to children under 18 years of age; a non­voting/non office holding membership which may automatically convert to regular membership at age 18. A parent/guardian must sign the Club Code of Ethics in the Junior’s stead.

Honorary — Conferred on an individual, by a vote of the members. This person(s) has made significant contributions to the Sport, Breed, or the Club; for at least ten years. Honorary members are not eligible to vote or hold office. Honorary members can maintain regular (or household) membership if they pay dues.

SECTION 3. Loss of Voting Privileges. The unexcused absence of a voting member from three (3) consecutive meetings or failure to volunteer and work at least one annual club event, unless excused by the board of directors, shall operate as the accepted change of that membership from voting to non-voting status. All written requests for excusal will be considered by the club’s board of directors. The difference in dues will be forfeited. No member may vote whose dues are not paid for the current year.

SECTION 4. Dues by type of Memberships

Individual Membership dues shall not exceed $250 per year. Household Membership dues shall not exceed $400 per year.

Associate and Student membership dues shall not exceed one-half the amount of an Individual Membership.

Honorary and Junior Memberships pay no dues.

Dues are set at the annual meeting. Payment of Club dues are payable on or before April 1st each year.

SECTION 5.      Application for Membership.            Applicants for membership shall apply on a form provided by the Club stating that the applicant agrees to abide by this Constitution, Bylaws, and the rules of the American Kennel Club. The application shall carry the endorsement of two members in good standing with the Club and the American Kennel Club, who do not reside in the same household with the applicant. Application must be accompanied by the Club Code of Ethics. The application must be accompanied by the Membership fee for the current year. Membership Applications and fees received from January to the Annual Meeting in March, shall be deemed paid in full and not subject to any increase or additional fees that may occur at the Annual Meeting in March. All applications are to be filed with the Secretary and each applicant must attend two (2) club meetings or events in the year prior to a vote of membership.

SECTION 6. Publication and Review of Membership Applicants. All applications for membership are forwarded to the board of directors, who shall cause the Application summary to be published for membership review.

SECTION 7. Objection to Membership Applicants. Objections to the acceptance of an applicant by the general membership must be in writing and received by the Secretary 30 days prior to the Applicant(s) being recommended for full membership by the Board of Directors. The Board of Directors shall forward any objections submitted by members, to the general membership for consideration prior to a vote.

SECTION 8. Vote on Membership Applicants. Once the applicant has met the requirements of Article I, the Board of the Directors shall make a recommendation to the membership of Acceptance or Non-Acceptance of the applicant. A secret written ballot shall be cast by members at any General Club Meeting. A 2/3 affirmative vote by those members present at that meeting shall be all that is necessary for Acceptance or Non-Acceptance of an applicant. The club can only inform applicants whether the constitutionally mandated affirmative majority vote was received.

Applicants for membership who have been rejected by the club may not reapply within six months after such rejection.

SECTION 9. Termination of Membership. Memberships may be terminated:

  • by 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. Obligations other than dues are considered a debt to the club and must be paid in full prior to resignation. Resignations may be accepted via email provided the sender’s address is documented and readily recognizable.
  • by lapsing. A membership will be considered as lapsed and automatically terminated if such member’s dues remain unpaid on June 1st, of each year. The board may grant an additional 60 days of grace to such delinquent members in meritorious cases. In no case may a person be entitled to vote at any club meeting whose dues are unpaid as of the date of that meeting.
  • by expulsion. A membership may be terminated by expulsion as provided in Article VI of these bylaws.

ARTICLE II

Meetings and Voting

SECTION 1. Alternative Meeting Venue. Club Meetings, when possible, should be conducted in person with Club Members present, but when circumstances do not permit social gatherings, the Club may conduct Remote Telecommunication Technology Meetings to further club business. These telecommunication meetings shall be conducted pursuant to this Article and the State of Texas laws and regulations.

Pursuant to Texas Code of Business Operations, Title 2, CORPORATIONS Chapter 22, NON-PROFIT CORPORATIONS, Subchapter A, GENERAL PROVISIONS

Section 22.002. MEETINGS BY REMOTE COMMUNICATIONS TECHNOLOGY

A meeting of the members of a corporation, the board of directors of a corporation, or any committee designated by the board of directors of a corporation may be held by means of a conference telephone or similar communications equipment, another suitable electronic communications system, including videoconferencing technology or the Internet, or any combination of those means, in accordance with Section 6.002.

Pursuant to Texas Code of Business Operations Title 1, GENERAL PROVISIONS CHAPTER 6. MEETINGS AND VOTING FOR DOMESTIC ENTITIES, SUBCHAPTER A, MEETINGS,

SECTION 6.002. ALTERNATIVE FORMS OF MEETINGS.

(a) Subject to this code and the governing documents of a domestic entity, the owners, members, or governing persons of the entity, or a committee of the owners, members, or governing persons, may hold meetings by using a conference telephone or similar communications equipment, or another suitable electronic communications system, including videoconferencing technology or the Internet, or any combination, if the telephone or other equipment or system permits each person participating in the meeting to communicate with all other persons participating in the meeting.

(b) If voting is to take place at the meeting, the entity must:

  • implement reasonable measures to verify that every person voting at the meeting by means of remote communications is sufficiently identified; and
  • keep a record of any vote or other action taken.

SECTION 2. Club Meetings. The Club shall hold at least six meetings (or events) a year in the Club’s focal point area, which is the greater Killeen, Texas area, in a geographic triangle serving Dallas/Fort Worth, southwest to San Antonio and Southeast to Houston. The meetings will be held at such hour and place designated by the Board of Directors. These meetings will include the months of December and March for the purpose of nominating and electing the Board of Directors. Written notice of each such meeting shall be mailed or emailed by the Secretary at least ten (10) days prior to the date of the meeting and shall include an Agenda. The quorum for such meetings shall be 20 percent of the members in good standing.

SECTION 3. 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 and voting at any regular or special meeting of the board; and shall be called by the Secretary upon receipt of a petition signed by five members of the club who are in good standing. Such special meetings shall be held within the greater Killeen, Texas area, in a geographic triangle serving Dallas/Fort Worth, southwest to San Antonio and

Southeast to Houston, at such place, date and hour as may be designated by the person or persons authorized herein to call such meetings. Written notice of such a meeting shall be mailed or emailed by the Secretary at least five (5) days and not more than 15 day prior to the date of the meeting, and said notice shall state the purpose of the meeting, and no other club business may be transacted thereat. The quorum for such meetings shall be 20 percent of the members in good standing.

SECTION 4. Board Meetings. Meetings of the Board of Directors shall be held each month, within the greater Killeen, Texas area, in a geographic triangle serving Dallas/Fort Worth, southwest to San Antonio and Southeast to Houston and at such date and hour determined by the Board. Board meetings may be via telephone conference call or via video conference so long as all attendees at such meeting are able to hear one another. Written notice of each such meeting shall be mailed or emailed by the Secretary at least five days prior to the date of the meeting and shall include an Agenda. The quorum for such a meeting shall be majority of the Board. The Board shall meet a minimum of six times per year.

SECTION 5. Special Board Meetings. Special meetings of the Board may be called by the President; or shall be called by the Secretary upon receipt of a written request signed by at least three members of the Board. Such special meetings shall be held within the greater Killeen, Texas area, in a geographic triangle serving Dallas/Fort Worth, southwest to San Antonio and Southeast to Houston, at such date, and hour determined by the Board or designated by the person authorized herein to call such a meeting. Written notice of such meeting shall be mailed or emailed by the Secretary at least five days and not more than 10 days prior to the date of the meeting. Any such notice shall state the purpose of the meeting. No other business shall be transacted thereat. The quorum for such a meeting shall be a simple majority of the Board.

SECTION 6. Meeting Notification. Club may send members notification of club meetings (also included would be dues notices; minutes and newsletters) and board members notification of board meetings via mail or email. Members and Board Members shall sign an authorization agreeing to accept email notifications. This authorization shall be signed at the club’s Annual Meeting or with payment of Club dues. Such authorization is revocable. The club is not liable for mailed notifications that were received late, due to circumstances beyond the club’s control.

SECTION 7. Voting. Each Regular or Household member, in good standing, whose dues are paid for the current year, shall be entitled to one vote at any meeting of the Club at which the member is present.

Proxy and absentee voting will not be permitted at any meeting or election. Electronic voting shall be permitted at meetings held pursuant to Section 1 of this Article.

ARTICLE III

Directors and Officers

SECTION 1. Board of Directors. Board of Directors shall serve as the Club’s officers, all of whom shall be in good standing and all of whom shall be elected for one-year terms at the club’s annual meeting as provided in Article IV and shall serve until their successors are elected. The Board of Directors shall serve in their respective Officer capacities for a period of one year (March to March). General management of the Club’s affairs (including Day to day operations and long-term planning and club treasury), shall be entrusted to the Board of Directors.

Term Limits: No member shall serve on the Board of Directors for more than FIVE CONSECUTIVE years. Board Members who have served this consecutive year maximum, shall not be re-elected for a period of two years.

SECTION 2. Officers. The club’s officers, consisting of the President, 1st Vice President, 2nd Vice President, Secretary and Treasurer, shall serve in their respective capacities, with regards to the club and its meetings, and the board and its meetings.

  • 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 1st Vice President shall have the duties and exercise the powers of the President in case of the President’s death, absence, or incapacity.
  • The 2nd Vice President shall enhance two-way communications, between the club, its members, the fancy, and the general public utilizing traditional communication means (mail, email) as well as electronic platforms (e.g. website, Social Media platforms); sharing Breed and Club news and events and monitoring outside fancy educational, legislative, and show and trial opportunities.
  • The Secretary shall keep a record of all meetings of the club and of the board and of all matters of which a record shall be ordered by the club; have charge of the 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, which shall be sent to any member in good standing, upon written request, not more than once every club year, and carry out such other duties as are prescribed in these bylaws.
  • The Treasurer shall collect and receive all moneys due or belonging to the club. Moneys shall be deposited in a bank designated 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 on 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 shall be bonded in such amount as the board of directors shall determine.

No officer position shall be combined with any other officer position.

SECTION 3. Vacancies. Any vacancies occurring on the board during the year shall be filled until the next annual election by a majority vote of the members of the board at its first regular meeting following the creation of such vacancy, or at a special board meeting called for that purpose; except that a vacancy in the office of President shall be filled automatically by the 1st Vice President and the resulting vacancy in the office of 1st Vice President shall be filled by the board.

ARTICLE IV

The Club Year, Annual Meeting, Elections

SECTION 1. Club Year. The Club’s fiscal year shall begin on the first day of April, following the Annual Club Meeting (held in March) and end on the last day of March.

The Club’s official year shall begin immediately upon the conclusion of the election at the annual meeting and shall continue through the election at the next annual meeting.

SECTION 2. Annual Meeting. The annual meeting shall be held in the month of March, at which the Board of Directors /Officers for the ensuing year shall be elected by secret ballot, from among those nominated in accordance with Section 4 of this Article. They shall take office immediately upon the conclusion of the election and each retiring officer shall turn over all properties and records relating to that office, to the successor in office, within 30 days after the election.

SECTION 3. Elections. The nominated candidates receiving the greatest number of votes shall be declared elected.

SECTION 4. Nominations. No person may be a candidate in a club election who has not been nominated. During the month of September, the board shall select a Nominating Committee consisting of three members and two alternates, not more than one of whom may be a member of the board. The Secretary shall immediately notify the committee members and alternates of their selection. The board shall name a chairperson for the committee and it shall be such person’s duty to call a committee meeting, which shall be held on or before October 10th. Such meeting may be held in person or by telephone conference call so long as all attendees at such meeting are able to hear one another.

  • The committee shall nominate one candidate for each position on the board and, after securing the consent of each person so nominated, shall immediately report their nominations to the Secretary in writing.
  • Upon receipt of the Nominating Committee’s report, the Secretary shall, at least two weeks before the December meeting, notify each member in writing of the candidates so nominated.
  • Additional nominations may be made at the December meeting by any member in attendance, provided that the person so nominated does not decline when their name is proposed, and provided further that if the proposed candidate is not in attendance at this meeting, the proposer shall present to the Secretary a written statement from the proposed candidate signifying willingness to be a candidate. No person may be a candidate for more than one position. Additional written Nominations may be made under section (c) requirements, provided these nominations are received by the Secretary, via mail or email, prior to December 31st.
  • The Secretary shall include the Slate of Candidates with the notice for the Annual Meeting.
  • Nominations cannot be made at the annual meeting or in any manner other than as provided in this Section.
  • No person may be a candidate for a board position who is not in good standing with the Club, including full voting rights.

ARTICLE V

Committees

SECTION 1. Appointments. The board may appoint standing and special committees to advance the work of the club that are best served by Committee or aids the Club, from time-to-time, with projects. Committees are appointed by and subject to the final authority of the board of directors. The board of directors can accept, in whole or in part, any committee recommendation.

Appointments as the CHAIR of a committee is limited to members in good standing, with full voting privileges (Individual, Household, Student).

Committee members are open to all Member Categories (Article I, Section 2) and as necessary to advance the goals of the Committee and at the discretion of the Committee Chair, with approval from the Board.

SECTION 2. Termination. Any committee appointment may be terminated by a majority vote of the full membership of the board upon written notice to the appointee; and the board may appoint successors to those persons whose services have been terminated.

ARTICLE VI

Discipline

SECTION 1. American Kennel Club Suspension. Any member who is suspended from any of their privileges of The American Kennel Club (AKC), shall automatically be suspended from the privileges of this club for a like period.

SECTION 2. Charges. An individual member may prefer charges against another individual member for alleged misconduct prejudicial to the best interests of the club. Written charges with specifications must be filed in duplicate with the Secretary together with a deposit of $100.00, 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 club. If the board considers that the charges do not allege conduct which would be prejudicial to the best interests of the club, it may refuse to entertain jurisdiction. If the board entertains jurisdiction of the charges, it shall fix a date for a hearing by the board not less than three weeks nor more than six weeks thereafter. The Secretary shall promptly send one copy of the charges and the specifications to the accused member by registered mail together with a notice of the hearing and an assurance that the defendant may personally appear in his own defense and bring witnesses if defendant wishes.

Either the complainant or defendant may submit specific objections to any board member participating in the disciplinary process. The objection must be communicated via U S Mail or via email, to the club

Secretary within 7 days of receipt of the notification of the hearing. If the objection is upheld and the particular board member’s vote directly affected the decision to entertain charges and schedule a hearing, the remaining eligible board members must first re-consider the decision to entertain charges and notify both the complainant and defendant within 7 days of the receipt of any objection.

SECTION 3. Board Hearing. The board shall have complete authority to decide whether counsel may attend the hearing, but both complainant and defendant shall be treated uniformly in that regard. Should the charges be sustained after hearing all the evidence and testimony presented by complainant and defendant, the board may by a majority vote of those present reprimand or suspend the defendant from all privileges of the club for not more than six months from the date of the hearing. 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 his fellow members at the ensuing club meeting which considers the board’s recommendation. Immediately after the board has reached a decision, its finding shall be put in written form and filed with the Secretary. The Secretary, in turn, shall notify each of the parties of the board’s decision and penalty, if any.

SECTION 4. Expulsion. Expulsion of a member from the club may be accomplished only at a meeting of the club following a board hearing and upon the board’s recommendation as provided in Section 3 of this Article. Such proceedings may occur at a regular or special meeting of the club to be held within 60 days but not earlier than 30 days after the date of the board’s recommendation of expulsion. The defendant shall have the privilege of appearing in his own behalf, though no evidence shall be taken at this meeting. The President shall read the charges and the board’s finding and recommendation, and shall invite the defendant, if present, to speak in his own behalf if he wishes. The members shall then vote by secret ballot on the proposed expulsion. A 2⁄3 vote of those present and voting at the meeting shall be necessary for expulsion. If expulsion is not so voted, the board’s suspension shall stand.

ARTICLE VII

Amendments

SECTION 1. Amendments to the constitution and bylaws may be proposed by the board of directors or by written petition addressed to the Secretary signed by 20 percent of the membership in good standing. Amendments proposed by such petition shall be promptly considered by the board of directors and must be submitted to the members with recommendations of the board by the Secretary for a vote within three months of the date when the petition was received by the Secretary.

SECTION 2. The constitution and bylaws may be amended by a 2⁄3 secret vote of the members present and voting at any regular or special meeting called for the purpose, provided the proposed amendments have been included in the notice of the meeting and mailed to each member at least two weeks prior to the date of the meeting.

[ SECTION 3. No amendment to the Constitution/Bylaws that is adopted by the club shall become effective until it has been approved by the Board of Directors of The American Kennel Club. ]

ARTICLE VIII

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 the 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 IX

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 last meeting

Report of President

Report of Secretary

Report of Treasurer

Reports of committees

Election of officers and board (at annual meeting)

Election of new members

Unfinished business

New business

Adjournment

SECTION 2. At meetings of the board, the order of business, unless otherwise directed by majority vote of those present, shall be as follows:

Reading of minutes of last meeting

Report of Secretary

Report of Treasurer

Reports of committees

Unfinished business

New business

Adjournment

ARTICLE X

Parliamentary Authority

SECTION 1. The rules contained in the current 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.

RRSSC BYLAWS, 3RD EDITION                                                                                                                      DATED: 05/01/2020

APPROVED BY MEMBERS: JUNE 24, 2020