National Shiba Club of America

Constitution & By-Laws

CONSTITUTION

Article I - Name and Objectives

Section 1. The name of the club shall be the NATIONAL SHIBA CLUB OF AMERICA, INC.

Section 2. The objectives of the club shall be:

  1. To encourage and promote the health and welfare of the purebred Shiba Inu through responsible breeding and to do all possible to bring its natural qualities to perfection.
  2. To encourage the organization of independent local Shiba Inu clubs in those locations where there are sufficient fanciers of the breed to meet the requirements of the American Kennel Club, and offer guidance to these clubs through NSCA membership;
  3. To urge members and breeders to accept the standard of the breed as approved by the American Kennel Club as the only standard of excellence by which the Shiba Inu shall be judged;
  4. To do all in its power to protect and advance the interests of the breed by encouraging sportsman-like competition at dog shows, companion and performance events and to promote compliance with the AKC Code of Sportsmanship.
  5. To conduct sanctioned matches, specialty shows, obedience and agility trials and any other event 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 profit or remainder or residue from dues or donations to the club 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: There shall be six (6) classes of membership open to all persons who are in good standing with the American Kennel Club and who subscribe to the purposes of this club and its code of ethics. A member in good standing shall be any duly elected member who has met his/her financial obligations to the club, including dues and all other amounts that the member has become obligated to pay. A member will be advised via verifiable means of any outstanding debt and given the opportunity to address the matter before a decision is made concerning their “good standing”.

  1. Individual – Enjoys all club privileges which include the right to vote and hold office. It is for all persons 18 years of age or older living in the Unites States, its Territories, Possessions, or in active military service abroad. Those NSCA members who are residents of the United States (or its territories and possessions) classified as Associate Members when these bylaws are adopted will convert to individual membership.
  2. Household membership – Two (2) adult individual members residing in the same household, each eligible to vote and hold office.
  3. Foreign- For those individuals 18 years of age or older who are not residents of the United States (or its territories and possessions). They shall not be entitled to vote and hold office.
  4. Junior- Open to children under 18 years of age; a non-voting/non office holding membership eligible to apply for individual membership at age 18
  5. Lifetime membership is open to any person who has been an individual member for thirty combined or consecutive years. A lifetime member has the full privileges of an individual member but does not need to pay dues.
  6. Member Club is open to all local Shiba Inu clubs that meet the following requirements:
    1. Shall submit an application for membership that includes a copy of its constitution and bylaws, a list of Officers, directors, and members. In order to maintain membership as a club, this information shall be updated yearly when the dues for the following year are paid.
    2. Shall have at least ten (10) members over the age of 18 years at least five (5) of whom are NSCA members.
    3. Member Clubs may not hold office or serve on committees but are entitled to one (1) vote. They are entitled to be represented at meetings by one Delegate who must also be an NSCA member in good standing.

Section 2. Dues: Membership dues shall be set by the board and will vary by membership class but shall not exceed $100.00 per year although the board may set a surcharge for members to cover the additional cost of mailings. Dues for two adults living in the same household shall be 1 ½ times that of an individual member. The dues shall be payable on or before the 1st day of January each year and delinquent after 30 days. For applications accepted after June 1st, dues shall be 1/2 of the stated amounts. No member may vote whose dues are not paid for the current year. During the month of October, the Treasurer shall send to each member a statement of dues for the ensuing year. Member clubs, in addition to their dues, must submit the documentation as described in Section 1.f. Member Club.

Section 3. Election to membership: Each applicant for membership shall apply on a form as approved by the board of directors which shall provide that the applicant agrees to abide by these constitution and bylaws, the rules of the National Shiba Club of America and those of the American Kennel Club. For classes of membership other than Member Clubs, the application shall state the name, address, and occupation of the applicant and such additional information as the board of directors requests. The application for membership shall carry the endorsement of two individual members in good standing from different households. A Shiba Inu club applying for membership shall provide a membership list as a part of the application, and endorsements are not needed. Accompanying the application, the prospective member or club shall submit dues payment for the current year.

All applications and appropriate companion documents are to be filed with the Membership Chair or the Corresponding Secretary if there is no Membership Chair. The name of the applicant, along with information required by the board, shall be published in the next NSCA publication, as determined by the board of directors, following receipt of the application. Any individual member in good standing may submit to the Corresponding Secretary any information that may affect the eligibility or worthiness of the applicant, and such information shall be presented within 30 days after publication. The board shall then consider any information submitted and may decide to postpone the voting on the application pending further investigation, or may vote upon the application at the next meeting, which is more than 30 days after publication. Applicants may be elected by secret ballot at an in-person meeting of the board of directors or by secret vote of the directors by written ballot. Affirmative votes of 2/3 of the directors present at a meeting of the board, or of 2/3 of the entire board voting by mail shall be required to elect an applicant.

An application which has received a negative vote by the board may be presented by one of the applicant’s endorsers at the next Annual Meeting of the club and the individual members may elect such applicant by secret ballot and a favorable vote of 75% of the individual members present. Applicants for membership who have been rejected by the club may not re-apply within 12 months after such rejection. All fees shall be returned in the event of rejection.

Section 4. Termination of Membership: Membership may be terminated by:

  1. Resignation: Any member in good standing may resign from the club upon written notice to the Corresponding Secretary, but no member may resign when in debt to the club. Dues obligations are considered a debt to the club and they become incurred on the first day of each fiscal year.
  2. Lapsing: A membership will be considered lapsed and automatically terminated if such member’s dues remain unpaid 30 days after the first day of the fiscal year. However, the board may grant an additional 30 days of grace to such delinquent members in meritorious cases. In no case may a person be entitled to vote whose dues are unpaid.
  3. Expulsion: A membership may be terminated by expulsion as provided in Article VI of these bylaws.

Article II -- Meetings

Section 1. Club Meetings: The Annual Meeting of the club shall be held in conjunction with the club’s National Specialty show, if possible, at a place, date, and hour designated by the board of directors. If there is no National Specialty in a given year, a Regional Specialty will be chosen. The Corresponding Secretary shall mail written notice of the Annual Meeting to each member at least 30 days prior to the date of the meeting. Minutes of the meeting shall be published for the members’ review. A quorum for the Annual Meeting shall be 10 percent of the members in good standing.

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 at a meeting of the board or who vote by mail; or shall be called by the Corresponding Secretary upon receipt of a petition stating the reason for such a meeting and signed by 10% of the individual members of the club eligible for voting. Written notice of such a meeting shall be published in the newsletter or mailed by the Corresponding Secretary at least 14 days prior to, and not more than 30 days before the date of the meeting. The notice shall state the purpose of the meeting, and no other club business may be transacted. The meeting shall be held at a time and place designated by the board. A quorum for such a meeting shall be no less than 10 percent of the individual members in good standing.

Section 3. Board Meetings: The first meeting of the board shall be held shortly after the new board takes office on January 1st via telephone conference call, video conference or other available technology which allows the participants to communicate simultaneously or sequentially. Other meetings of the board of directors shall be held at such times and places as are designated by the President or a majority vote of the entire board. Subsequent meetings of the board of directors shall be held in the same manner. Written notice of such meetings shall be sent by the Corresponding Secretary to each member of the board at least 7 days prior to the date of the meeting. The quorum for a board meeting shall be a majority of the board members.

Section 4. Board Business: The board of directors may also conduct business outside of meetings by telephone conference call, mail, and fax provided it does not conflict with any other provision of these bylaws. Items voted upon outside of meetings by telephone conference call, mail and fax must be confirmed by all the directors in writing to the Recording Secretary within seven days in the manner presented in Section 5. All results of board voting must be sent to each director.

Section 5. Definitions and Explanations: For the purposes of this document, the definition of “Meetings” and “Business” will be as follows:

  1. Meetings: are defined as gatherings where attendees see and/or hear each other. This includes meeting (in person) "physically" in the same room or conducting a meeting by videoconference, teleconference or other available technology which allows the participants to communicate simultaneously or sequentially.  
  2. Business (voting): can be conducted at meetings or if outside of meetings through mail, fax or electronic mail. In order for business to be conducted by electronic mail, the following must be in place:
    1. Every board member must be provided with a means to participate.
    2. A procedure must be in place to verify the identity of the individuals participating to ensure that they are the eligible board members;
    3. A mechanism must be in place to verify that the eligible board members are "listening";
    4. All board members must agree in writing to participate in this manner.
  3. NSCA may send members notification of club meetings (also included would be ballots, dues notices; minutes and newsletters) and board members notification of board meetings via electronic, provided that:
    1. The member or board member has signed an authorization agreeing to this method of communication.
    2. Such authorization, which is revocable, will also release the club from any liability should the notification be received late or not received by the member or board member due to circumstances beyond the club’s control.
    3. Any time the terms “mail”, “send”, or “written notice” is used, unless specifically stated otherwise, shall be considered to be either electronic or postal mail according to the authorization form signed by each member.

Section 6. Meeting attendance: All general meetings are open to anyone wishing to attend. Only board members may attend board meetings, except by approval of the majority of the board members present at the meeting

Article III -- Directors and Officers

Section 1. Board of Directors: The board shall be comprised of the officers and four (4) other persons serving as the board of directors, all of whom shall be individual members in good standing. They shall be elected for one (1) year terms as provided in Article IV, and shall serve until their successors are elected or their positions are vacated. General management of the club’s affairs shall be entrusted to the board of directors.

Only one (1) person from a household shall serve at any one time on the board of directors.

Section 2. Officers: The club’s officers, consisting of the President, Vice President, Recording Secretary, Corresponding Secretary and Treasurer shall serve in their respective capacities both with regard to the club and its meetings and the board and its meetings.

  1. 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 bylaws.
  2. 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. The Corresponding Secretary shall have charge of the correspondence, notify the board and club members of their meetings, notify officers and directors of their election to office, notify new members of their election to membership, keep a roll of the members of the club with their addresses, and carry out such other duties as are prescribed in these bylaws. The Corresponding Secretary may delegate a portion of his or her duties to a Membership Chair.
  4. The Recording Secretary shall keep a record of all meetings of the club and of the board and all votes taken by mail, facsimile, electronic mail, or telephone conference calls and of all matters of which a record shall be ordered by the club, maintain a book of motions, and carry out such other duties as are prescribed in these bylaws.
  5. The Treasurer shall collect and receive all moneys due to and belonging to the club. Moneys shall be deposited in a bank designated by the board in the name of the club. At all times, the books shall be open to inspection by the board, and a report shall be given at every meeting regarding the condition of the club’s finances and every item of receipt or payment not before reported. At the Annual Meetings, an accounting shall be rendered of all moneys received or expended during the previous fiscal year. The Treasurer shall be bonded in such an amount as the Board shall determine.
  6. The AKC Delegate shall, among other duties, report to the club all actions and matters discussed at the American Kennel Club’s Quarterly Meetings. The Delegate shall be a membership elected position, but shall not be a voting position on the board of directors. The Delegate shall be elected for a two-year term and will remain in that position until a successor has been approved by the AKC.

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

Article IV -- The Club Year, Voting, Nominations, and Elections

Section 1. Club Year: The club’s fiscal year shall begin on the first day of January and end the last day of December.

The club’s official year shall coincide with the club’s fiscal year. The newly elected officers and board of directors shall take office on January 1st and each retiring officer shall turn over to his or her successor in office all properties and records relating to that office within 30 days of that date.

Section 2. Voting: At the annual meeting or at a special meeting of the club, voting shall be limited to those members who are present at the meeting. Voting by proxy shall not be permitted.

Effective September 1, 2013 the AKC approved that Parent clubs may conduct elections, via electronic balloting if the Nevada State Laws permit the provision. Such balloting must be conducted by an independent organization which specializes in electronic balloting. The board of directors may opt to conduct balloting using this method for members who have authorized electronic communication. Members not providing written authorization will continue to receive all materials via postal mail.

The annual election of officers, delegate, and directors; code of ethics, amendments to the constitution and bylaws and the standard for the breed shall be decided by secret written ballot. The board of directors may decide to submit other specific questions for decision of the members by written ballot.

Section 3. Elections: The election of officers, board of directors, and Delegate to the American Kennel Club, shall be conducted by secret ballot. The board shall designate an independent professional firm to receive, count, and report the results of the balloting. The results of the balloting are to be reported to the Corresponding Secretary, who shall notify all candidates and the membership of the results.

The nominated candidate receiving the greatest number of votes for each office shall be declared elected. The four nominated candidates for other positions of the board who receive the greatest number of votes for such positions shall be declared elected. If any nominee, at the time of the election is unable to serve for any reason, such nominee shall not be elected and the vacancy so created shall be filled by the new board of directors in the manner provided by Article III, Section 3.

Requests for recounts, determinations on the legality of individual votes, and other protests regarding elections, will be adjudicated by the Board of Directors. Any protests or inquiries regarding the balloting, counting, etc. for the election must be filed with the Corresponding Secretary as soon as practicable after the results or are announced, but no later than December 31 of that year.

Section 4. Nominations: No person may be a candidate in a club election who has not been nominated in accordance with these bylaws. By July 15, the board shall appoint a Nominating Committee consisting of three individual members from different areas of the United States and two alternates, all individual members in good standing, no more than one (1) of whom may be a member of the current board of directors. The board shall name a chairman for the Committee. The committee shall meet or conduct business in person, via teleconference or email before August 15. The Nominating Committee may conduct its business by mail.

  1. The Committee shall nominate one candidate for each office and for each position on the board including the Delegate to the American Kennel Club, who shall be nominated every other year, and shall procure the acceptance of each nominee so chosen. The Committee should consider geographic representation of the membership on the board to the extent that it is practicable to do so. The Committee shall then submit its slate of candidates to the Corresponding Secretary, who shall mail, or cause to be mailed, the list, including the full name of each candidate and the name of the state in which he/she resides, to each member of the club on or before September 15, so that additional nominations may be made by the members if they so desire.

    Additional nominations of eligible members may be made by written petition, signed by five members, addressed to the Corresponding Secretary and postmarked on or before October 15, and accompanied by the written acceptance of each additional nominee signifying his/her willingness to be a candidate. Except for the position of Delegate, no person shall be a candidate for more than one position.

  2. If no valid additional nominations are postmarked on or before October 15, the Nominating Committee’s slate shall be declared elected and no balloting is required.
  3. If one or more valid additional nominations are postmarked on or before October 15, the Corresponding Secretary (or an independent professional firm designated by the board) shall, by November 1, mail to each voting member in good standing, a ballot listing all of the nominees for each position in alphabetical order, with the names of the states in which they reside.

    Postal mail members receive a ballot together with a blank envelope and a return envelope addressed to the designated professional firm and bearing the name and return address of the member to whom it was sent. So that the ballots may remain secret, each voter after marking his or her ballot, shall seal it in a blank envelope that, in turn, shall be placed in a second envelope addressed to the designated professional firm along with the member’s return address as it appears on the membership roster. The designated professional firm shall check the returns against a list of voting members, whose dues are paid for the current year, prior to opening the outer envelopes and removing the blank envelopes.

    The designated professional firm shall certify the eligibility of the voters as well as the results of the voting. All ballots received by the designated professional firm must be postmarked/time-stamped by December 1, and counted by December 15. The results of the election shall be announced to the membership, as soon as possible, by the Corresponding Secretary using a method(s) that reaches all members.

  4. Nominations cannot be made at the Annual Meeting or in any manner other than provided in this section.

Article V -- Committees

Section 1. The board may each year appoint Standing Committees to advance the work of the club in such matters as Shows, Obedience and Agility Trials, Trophies, Annual Awards, Membership, and other such fields which may well be served by committees. Such committees shall always be subject to the final authority 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. Suspension: Any member who is suspended from any privileges of the American Kennel Club automatically shall be suspended from privileges of this club for a like period.

Section 2. Charges: Any member may prefer charges against a member for alleged conduct prejudicial to the best interests of the club or the breed. Written charges with specifications must be filed in duplicate with the Corresponding Secretary, together with a deposit of $75.00, which shall be forfeited if such charges are not sustained by the board or a board committee following a hearing, or if the board refuses to entertain jurisdiction. The Corresponding Secretary shall promptly send a copy of the charges to each member of the board or present them at a board meeting, within 3 weeks of the filing of the charges, 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 or the breed. If the board considers that the actions alleged in the charges, if proven, do not constitute conduct which would be prejudicial to the best interests of the club or the breed, 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 three weeks nor more than six weeks thereafter. The Corresponding Secretary shall promptly send one copy of the charges to the accused member by certified 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 3. Board Hearing: The Board or Board Committee shall have complete authority to decide whether counsel may attend the hearing, but both complainant and defendant shall be treated uniformly in that regard. The hearing may be conducted in person, via telephone conference call, or video conference at the discretion of the board. Should the charges be sustained, after hearing all the evidence and testimony presented by the complainant and defendant, the board or Board Committee may, by majority vote of those present, reprimand or suspend the defendant from all privileges of the Club for not more than 6 months from the date of the hearing or until the next annual meeting if that will occur after six months. (A written reprimand, directed exclusively to the member may be somewhat detailed but an official, published, reprimand should only indicate that subsequent to a Board hearing “…member X was officially reprimanded as a result of charges filed by member Y.”) If it deems that punishment insufficient, it may also recommend to the membership that the penalty be expulsion. In such a case, the suspension shall not restrict the defendant’s right to appear before his fellow members at the ensuing Club meeting which considers the recommendation of the Board or the Board Committee. Immediately after the Board or Board Committee has reached a decision, its findings shall be put in written form and filed with the Recording Secretary. The Corresponding Secretary, in turn, shall notify each of the parties of the Board’s decision and penalty, if any. All the above proceedings shall be done and remain in executive session.

Section 4. Expulsion: Expulsion of a member from the Club may be accomplished only at the Annual Meeting of the Club following a hearing and upon recommendation by the board or board committee as provided in Section 3 of this Article. 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 findings and recommendations, and shall invite the defendant, if present, to speak in his own behalf. The meeting shall then vote by secret ballot on the proposed expulsion. A 2/3 vote of those present and voting at the Annual 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, to the standard for the breed, and to the code of ethics may be proposed by the board of directors or by written petition addressed to the Corresponding Secretary signed by 20% of the voting membership in good standing. Amendments proposed by such a petition shall be promptly considered by the board of directors. Amendments to the constitution and bylaws and the standard for the breed shall be sent for review to the American Kennel Club, with recommendations of the board, by the Corresponding Secretary prior to submission to the membership for a vote.

Section 2. The constitution and bylaws, the standard for the breed, or the code of ethics may be amended at any time provided a copy of the proposed amendment has been mailed by the Corresponding Secretary to every voting member in good standing on the date of the mailing, accompanied by a ballot on which a choice for or against the action to be taken shall be indicated.

Effective September 1, 2013 the AKC approved that Parent clubs may conduct elections, votes on breed standard revisions, bylaw amendments and any other specific questions a club’s board of directors shall determine, via electronic balloting. Such balloting must be conducted by an independent organization which specializes in electronic balloting. The board of directors may opt to conduct balloting using this method for members who have authorized electronic communication.

Members not providing written authorization will continue to receive all materials via USPS. Dual-envelope procedures described in Article IV, Section 4 (c) shall be followed in handling such ballots to assure secrecy of the vote. Notice with such ballots shall specify a date not less than 30 days after the date postmarked by which date the ballots must be returned to the designated professional firm to be counted. A favorable vote of 2/3 of the regular members in good standing who returned valid ballots within the time limit shall be required to effect any such amendment, change to the standard for the breed or to the code of ethics.

Section 3. No amendment to the constitution and bylaws or the standard for the breed 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 organizations 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 the last meeting
  • Report of the President
  • Report of the Recording Secretary
  • Report of the Corresponding Secretary
  • Report of the Treasurer
  • Reports of the Committees
  • Announcement of Election
  • Unfinished business
  • New Business
  • Adjournment

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

  • Minutes of the last meeting
  • Report of the Recording Secretary
  • Report of the Corresponding Secretary
  • Report of the 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 the statutes of the State of Nevada, these bylaws and any other special rules of order the club may adopt.

Approved: January 25, 2015. Ratified by the AKC March 2015.