By-Laws

IRISH SETTER CLUB OF ARIZONA, INC. (ISCAZ)

BY-LAWS

Revised January 1, 1994 Revised February 27, 2014

ARTICLE I

MEMBERSHIP

SECTION 1. ELIGIBILITY. Membership is open to all persons who are in good standing with the American Kennel Club and who subscribe to the purposes of the Club and its Code of Ethics. While membership is to be unrestricted as to residence, the Club’s primary purpose is to be representative of the Breeders and Exhibitors in its immediate area.

SECTION 2. DUES. Membership dues shall be set by the Board of Directors annually in November and read into the minutes of that month’s meeting. The amount is payable on or before the 1st day of January of each year. No member may vote whose dues are not paid for the current year. During the month of November, a statement shall be mailed or sent electronically by the Treasurer notifying the members of dues for the ensuing year.

• ELECTION TO MEMBERSHIP. Each applicant for membership shall apply on a form as approved by the Board of Directors and which shall provide that the applicant agrees to abide by the ISCAZ Code of Ethics, its by-laws, and the rules of the American Kennel Club. The application shall state the name, mailing address, email address, phone contact number(s), and list all family members (in the case of a family membership) of the applicant and it shall carry the endorsement of a member. Accompanying the application, the prospective member shall submit dues payment for the current year or a prorated amount for the remaining portion thereof. All applications are to be filed with the secretary. Each application is to be read at the first meeting of the Club following its receipt by the membership chairman and the prospective members must be introduced to the membership present. At that Club meeting providing the prospective member or his agent is present the application will be voted upon and affirmative votes of three-quarters (3/4) of the members present and voting at that meeting shall be required to elect the applicant. Applicants for membership who have been rejected by the Club may not reapply within six months after such rejection. Membership fees are refundable upon request of prospective member if the membership is not confirmed by voting members or application is withdrawn before final vote of acceptance. A family membership shall consist of husband, wife, and legal dependents who are 8 years of age up to their last birthday.

SECTION3.TERMINATION OF MEMBERSHIP.Memberships may be terminated:

By Resignation. Any member in good standing may resign from the Club by 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 are incurred on the first day of each fiscal year.

By Lapsing. A membership will be considered as lapsed and automatically terminated if such member’s dues remain unpaid 90 days after the first day of the fiscal year, however, the Board may grant an additional 90 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 by-laws

 ARTICLE II

MEETINGS AND VOTING

SECTION 1. CLUB MEETINGS. Club Meetings. A minimum of six meetings of the club shall be held each year, at such hour and place as may be designated by the Board of Directors. The Club Secretary shall send via mail or electronic mail a notice of each club meeting at least 10 days prior to the date of the meeting. The quorum for such meeting shall be 20% of the members in good standing or 6 members, whichever is less.

SECTION 2. SPECIAL CLUB MEETINGS. Special Club meetings may be called by the President, or by a majority vote of the members of the Board who are present 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 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 by the Secretary at least 5 days and not more than 15 days 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 a meeting shall be 20% of the members in good standing, or 6 members, whichever is less.

SECTION 3. BOARD MEETINGS. Meetings of the Board of Directors shall be held in conjunction with club meetings at such hour and place as may be designated by the Board of Directors.

SECTION 4. SPECIAL BOARD MEETINGS. Special Meetings of the Board of Directors may be called by the President and shall be called by the Secretary upon receipt of written request signed by at least three members of the Board. Such special meetings shall be held at such place, date and hour as may be designated by the person authorized herein to call such meeting. Written notice of such a meeting shall be mailed by the Secretary at least 5 days and not more than 10 days prior to the date of the meeting, or electronic notice shall be filed at least 24 hours and not more than 5 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. A quorum for such meeting shall be a majority of the Board. Emergency or Special Condition meetings may be conducted by use of electronic equipment with decisions requiring a majority of the Board of Directors before business may be transacted.

SECTION 5. VOTING. Each member, whose dues are paid for the current year shall be entitled to one vote at any meeting of the Club. Proxy voting will not be permitted at any Club meeting or election. Absentee ballots will be allowed for election of officers and the selection of judges for AKC trials. Printed absentee ballots will be furnished members, postmarked one week prior to the election of officers and the selection of judges for AKC point shows and the selection of judges for AKC licensed field trials.

ARTICLE III

DIRECTORS AND OFFICERS – BY DEFINITION

SECTION 1. BOARD OF DIRECTORS. The Board shall be comprised of the President, Vice-President, Secretary, Treasurer and Past President. General Management of the club’s affairs shall be entrusted to the Board of Directors. The Board shall have authority to make expenditures up to $200 at its discretion.

 SECTION 2. OFFICERS. The Club’s officers consisting of the President, Vice President, Secretary, and Treasurer shall serve in their respective capacities both with regard to the Club and its meetings and the Board and its meetings.

• The President shall preside at all meetings of the Club and the Board, and shall have the duties and powers normally appurtenant to the office of President in addition to those particularly specified by these by-laws.

• The Vice-President shall have the duties and exercise the powers of the President in case of the President’s death, absence or incapacity.

• 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. He shall notify the American Kennel Club and the Irish Setter Club of America of the names and addresses of newly elected officers. He shall have charge of all correspondence and keep a roll of the members of the club with their addresses and carry out such other duties as are prescribed in the By-Laws. The Secretary shall prepare a written accounting of all Club properties in his custody at the time he relinquishes his office and submit the above to the Board of Directors.

• The Treasurer shall collect and receive all monies due or belonging to the Club. He shall pay all subsequent debts incurred by the Club from the Club bank account. He shall deposit same in a bank designated by the Board in the name of the Club. His books shall at all times be open to inspection of the Board, and he shall report to them at every meeting the condition of the Club’s finances and every item of receipt or payment not before reported. And at the annual meeting he shall render an account of all monies received and expended during the previous fiscal year. He shall upon close of the fiscal year, file with the Arizona Corporation Commission all records and fees pertinent to maintaining a nonprofit corporation in good standing within the laws prescribed by the State of Arizona. The Treasurer shall prepare a written accounting of all Club properties in his custody at the time he relinquishes his office and submit the above to the Board of Directors.

ARTICLE IV

THE CLUB YEAR. ANNUAL MEETING, ELECTIONS

SECTION 1. CLUB YEAR. The Club’s fiscal year shall begin on the 1st day of April and end on the 31st day of March. The Club’s official year shall begin immediately at the conclusion of the installation of officers at the annual meeting and shall continue through the installation at the next Annual meeting.

SECTION 2. ANNUAL MEETING. The Annual Meeting shall be held in the month of April at which time officers for the ensuing year shall be installed. They shall take office immediately upon the conclusion of the installation and each retiring officer shall turn over to his successor in office all properties and records relating to that office at the time of installation.

SECTION 3. ELECTION OF OFFICERS. The nominated candidate receiving the greatest number of votes for each office shall be declared elected. The elections shall be held at the March meeting by secret written ballot from among those nominated in accordance with Section 4 of this Article.

SECTION 4. NOMINATIONS. No person may be a candidate in a Club election who has not been nominated. During the month of December, the Board shall select a Nominating Committee consisting of three members and two alternates, not more than one of whom shall be a member of the Board. The Secretary shall immediately notify the Committeeman and alternates of their selection. The board shall name a Chairman for the Committee and it shall be his duty to call a committee meeting which shall be held on or before February 1st.

• The committee shall nominate one candidate for each office and four (4) candidates for the four (4) other positions 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 report shall be read into the minutes of the February club meeting.

• Additional nominations may be made at the February meeting by any member in attendance provided that the person so nominated does not decline when his name is proposed. If the candidate is not in attendance at this meeting his proposer shall present to the Secretary a written statement from the proposed candidate signifying his willingness to be a candidate. No person may be a candidate for more than one position, and the additional nominations which are made only from among those members who have not accepted a nomination of the nominating committee.

• Nominations cannot be made at the election meeting or in any manner other than as provided in this section.

• In the event of disability or incapability of any nominated or elected officer a special election will be called at the next regular meeting of the club. Nominations are to be submitted from members at large during this meeting.. Voting will be held at the 2nd regular meeting of the Club with the nominated candidate receiving the greatest number of votes shall be declared elected.

ARTICLE V

COMMITTEES

SECTION 1. Each year the Board may appoint standing committees to advance the work of the club in such matters as dog shows, 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 authorities of the Board. Special committees may also be appointed by the Board to aid it on particular projects.

SECTION 2. Any committee appointment may be terminated by a majority vote of the full membership of the Board upon written notice to the appointee, 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 the privileges of the American Kennel Club or the Irish Setter Club of America automatically shall be suspended from the privileges of this Club for a like period.

SECTION 2. CODE OF ETHICS. Each member will endeavor to maintain the following practices to the best of his ability. Each member of the Irish Setter Club of Arizona should agree to adhere to the code of ethics. It should be understood that any willful violation of any section of this code can result in censure, suspension or expulsion from the Irish Setter Club of Arizona per Article 6, Section 1 through 4 of the Constitution and By-Laws

• To maintain high standards of health and care for his dogs.

• To comply with all AKC (www.akc.org) and Irish Setter Club of America (www.irishsetterclub.org) Rules and Regulations.

• To promote knowledge of the breed to the general public.

• To make every effort to learn about the structure, anatomy, action, inherited traits and behavior of the dog, especially as such learning applies to the Sporting breeds and specifically as it applies to the Irish Setter. To study the standard and visualization of same (as adopted by the Irish Setter Club of America) in an effort to breed a true, sound type setter.

• To demonstrate good sportsmanship at all AKC and Irish Setter Club of Arizona functions.

• To contribute to and support the AKC and the Irish Setter Club of America Functions.

• To subscribe fully to the Irish Setter Club of Arizona’s Code of Conduct as published on the club’s official web page.

SECTION 3. CHARGES. Any person may prefer charges against a member for alleged misconduct prejudicial to the best interest of the Club. Written charges with specifications must be filed in duplicate with the Secretary together with a deposit of $10.00 which shall be forfeited if such charges are not sustained by the Board following a hearing. The Secretary shall promptly 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 interest 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 of a hearing by the Board not less than 3 weeks or more than 6 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 defendant may personally appear in his own defense and bring witnesses if he wishes.

SECTION 4. BOARD HEARINGS. 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 majority vote of those present suspend the defendant from all privilege 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 findings shall be put in written form and filed with the Secretary. The Secretary, in turn, shall notify each of the parties of the Boards’ decision and penalty, if any.

SECTION 5. EXPULSION. Expulsion of a member from the Club may be accomplished only at a meeting of the Club following a Board hearing and upon hearing the Board’s recommendation as provided in Section 5 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 findings and recommendation, and invite the defendant, if present, to speak in his own behalf if he wishes. The meeting shall then vote by secret written ballot on the proposed expulsion. A two thirds (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 Articles of Incorporation and by-laws may be proposed by the Board of Directors or by written petition addressed to the Secretary signed by twenty percent (20%) of the membership in good standing, or six members, whichever is less. 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 Articles of Incorporation and by-laws may be amended by a two-thirds (2/3) 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 printed in the official publication 10 days prior to the date of the regularly scheduled meetings.

 ARTICLE VIII

DISSOLUTION

SECTION 1. DISSOLUTION. The Corporation may be dissolved at any time by the written consent of not less than two-thirds (2/3) of the members. In the event of the dissolution of the corporation whether voluntary or involuntary or by operation of the law, none of the property of the corporation shall be distributed to any members of the Club.. After payment of the debts of the Club its property and assets shall be given to The Irish Setter Club of America Foundation as undesignated assets.

 ARTICLE XI

ORDER OF BUSINESS

SECTION 1. At meetings of the Club, the order of business, so far as the character and nature of the meeting may permit shall be as follows:

• Roll Call
• Introduction of Guests
• Minutes of the Last Meeting Report of the President
• Report of the Vice President
• Report of the Secretary
• Report of the Treasurer
• Report of the Committees (standing committees-Membership and Show)
• Election of Officers and Board *l (at March Meeting)
• Election of New Members Unfinished Business – *2 New Business *2 Adjournment

SECTION 2. At meeting of the Board, the order of Business unless otherwise directed by majority of those present shall be as follows:

• Reading of the minutes of the Last Meeting
• Report of the Secretary
• Report of the Treasurer
• Report of the Committees Unfinished Business
• New Business
• Adjournment

1.  At the Annual Meeting, installation of officers shall follow the reports of committees.
2.  At the Annual April meeting unfinished business and new business may be deleted and replaced by the presentation of the annual awards.

 ARTICLE XII

RULES OF ORDER

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 the Constitution and By-laws and any other special rules of order adopted by the Club.