• Section 1.  Conditions of Membership.
• Section 2.  Classes of Membership.
• Section 3.  Application For Membership.
• Section 4.  Rights and Privileges of Club Membership.
• Section 5.  Termination of Membership.

• Section 1.  Club officers.
• President. Description and duties
• Vice-President. Description and duties
• Recording Secretary. Description and duties
• Corresponding Secretary. Description and duties
• Treasurer. Description and duties
• Section 2.  Board of Directors.
• Section 3.  Executive Committee.
• Section 4.  Election of Officers and Terms of Office.

• Regions

• Section 1.  Quorum.
• Section 2.  Order of Business for Club Meetings.
• Section 3.  Debate.
• Section 4.  Informal Consideration.

• Section 1.  Methods Of Voting.
• Section 2.  Votes Required For Valid Actions.
• Section 3.  Procedure Required For Members To Call A Question To Vote By Mail.

• Section 1.  Complete Revision Of The Bylaws.
• Section 2.  Amendments To The Constitution.

ARTICLE I -- MEMBERSHIP

Section 1.  Conditions of Membership.Conditions of membership in the Club are as follows:

(a) Members need not own a White Shepherd, but all members are required to sign the Club Constitution and Code of Ethics as a condition of membership.
(b) Every member is required to be and remain in good standing with the American Kennel Club as a condition of membership.  Members are also required to be in good standing with AWSA.  A MEMBER WHOSE DUES ARE IN ARREARS IS NOT CONSIDERED IN GOOD STANDING.
(c) A prospective new member’s approval is pending a thirty (30) day period after his name is published in the Club Newsletter.  If, in that 30 day period, a current member objects in writing to the approval of a prospective member, and if just cause is found, that prospective member’s application will be canceled and his membership dues will be returned.

Section 2.  Classes of Membership. There will be three classes of membership.

(a) Individual Member.  Any person 18 years of age and over who subscribes to the Club conditions of membership and the Constitution of the Club.  An individual member is entitled to 1 vote.
(b) Family Membership.  Two adults residing together at the same address.  Children are included in family memberships until they reach the age of 18 years at which point they must apply as individual members if they wish to continue membership in the Club.  Family members are entitled to 2 votes per household.
(c) Honorary Member.  This class of membership is very seldom used.  It is to be reserved for those few people who have made extraordinary contributions to the White Shepherd breed.  Any Club member who is in good standing may present the name of a prospective honorary member to the President who shall present the candidate for a vote at the next available meeting of the Club.  An honorary  member shall be chosen by a two-thirds majority ballot vote of the entire Club membership.  Honorary membership may be so designated either for lifetime (indefinite) or for a certain period of time.  Such a member may also be designated posthumously.  A living honorary member is entitled to receive the Club Newsletter but shall not be entitled to vote except in the case that an existing Club member is designated as an honorary member.  In this case, the member so designated shall not lose his voting privileges.

Section 3.  Application For Membership.

(a) Written Objections To A Prospective Member.  In the event that a written objection to a prospective member is received, the Board of Directors shall, no later than sixty (60) days following receipt of such objection --by written mail vote -- pass judgment on the applicant.  Affirmative votes of two-thirds of the Board members voting shall be required to accept such applicant for membership.  An application which has failed acceptance by the Board will be automatically canceled and the applicant’s dues check shall be returned to him as above.  In the event that the applicant still desires membership in the Club after being failed acceptance by the Board, a new application may be presented by one of the applicant’s endorsers at the next available meeting of the Club and the Club may elect such applicant by favorable vote of seventy-five percent (75%) of the members present at the meeting.

Section 4.  Rights and Privileges of Club Membership.  A member in good standing has the following basic rights and privileges:

1.   To be sent notices
2.   To attend meetings
3.   To present motions
4.   To speak on debatable questions
5.   To vote
6.   To nominate
7.   To be a candidate for office
8.   To inspect official records of the organization
9.   To insist on the enforcement of the rules of the organization and of parliamentary law
10. To resign from an office or from the organization itself
11. To be treated with fairness and equality by other members of the organization
12. To have a fair hearing before expulsion or other penalties are applied
13. To receive or have the right to inspect an up-to-date copy of the constitution, bylaws, charter, rules, and minutes of the organization
14. To participate in Club functions, especially dog shows put on by the Club and/or any local specialty club chartered by The American White Shepherd Association; to register dogs and litters with the Club’s official registry; and to put Championship titles on dogs through competition at Club-sanctioned specialties.
15. To receive the Club Newsletter and to have the right to submit articles, letters to the editor and other personal opinions without prejudice or censorship, so long as any comments so made are not intentionally defamatory toward another fellow member or that member’s dogs.
16. To exercise any other rights or privileges given to members by the law, by the bylaws, or by the rules of the organization.

Section 5.  Termination of Membership.  A membership may be terminated in the following ways:

(a) Resignation.  A member in good standing may voluntarily terminate his membership in the Club at any time by submitting his resignation in writing to the Club’s Membership Chair.  The Membership Chair shall submit a copy of the resignation to the Club’s Corresponding Secretary and shall keep the original for his files.
(b) In Arrears.  A member who has failed to pay his dues in a timely manner, (as per Article II), shall be considered lapsed and will be immediately terminated.  Such a member is not considered to be in good standing with the Club.
(c) Expulsion.  As provided in Article XI.

    A member who has either resigned or been terminated by lapsing may reapply for membership as a new member, by following the procedures outlined in Article I, Sections 1 through 3.  A member who has been expelled may not reapply as a new member but must reapply through the procedures outlined in Article XI of these Bylaws.

ARTICLE II -- CLUB DUES

ARTICLE III -- OFFICERS AND BOARD OF DIRECTORS

Section 1.  Club officers.

(a) President.  The President, also known simply as the “Chair,” shall be the chief officer and shall open and preside over all meetings of the Club.  The President shall take the chair and call all members to order at the appointed time of the meeting(s).  He shall ascertain that a quorum is present at the beginning of and throughout all meetings, though he need not announce such.  He shall announce the business before the assembly in the correct order; state and put all questions to vote, make sure that all motions are in order; assign the floor to members by announcing their names before the assembly, (that is, by “recognizing” them); enforce all rules and regulations of the assembly including the rules of debate; maintain order and decorum, respond to parliamentary inquiries, points of order, and any other motions that require action by the chair; maintain his impartiality; and declare the assembly recessed or adjourned.  The President shall have at hand the Bylaws, the parliamentary authority, the rules of order, standing rules and any other documents necessary to facilitate the transaction of Club business.  The President shall, when necessary, authenticate by his signature any documents relevant to the assembly.  He shall represent the assembly, declaring its will and obeying its command in all matters and regards.  The President does not normally participate in debate and, if he wishes to do so, shall relinquish the chair to the Vice-President.  The President has the right to vote in Club matters, as does every other member and officer.  However, he does not usually exercise the vote unless it is by secret ballot or when one more vote will alter the outcome.  The President shall appoint an auditing committee at least once annually, to examine the Treasurer’s books and vouchers for veracity.
(b) Vice-President.  The Vice-President shall assume all responsibilities of the President in the event of the death, incapacitation, resignation, expulsion or absence of the President.  In these instances, he cannot decline -- he becomes the President.  If the President must relinquish the chair for personal reasons or because he wishes to participate in debate, the Vice-President takes the chair until the President can return.  When the Vice-President is presiding in place of the President, he is addressed as President and is assigned all the powers, duties and responsibilities of the President.  If the President is going to be absent from a meeting, the Vice-President takes the chair and the President cannot designate otherwise.  The Vice-President may have further authority as granted by these Bylaws and by the Board.  He may also be a member of and/or preside over all committees.
(c) Recording Secretary. The duties of the Recording Secretary are many and varied.  At meetings, the Recording Secretary sits next to the President and takes the roll of the members.  In the absence of both the President and the Vice-President, the Recording Secretary presides over meetings or calls the roll and then conducts an election of a chairman pro tem to preside.  The Recording Secretary is required to keep current, accurate copies of all organizational documents, (including the Bylaws, rules of order and standing rules); file reports noting date of presentation and disposition; issue written notices of meetings and certain motions, including motions to amend the Bylaws and send them to the Corresponding Secretary for distribution to the membership; prepare a written agenda for the presiding officer, provide and sign copies (originals are kept by the President) of organizational documents; record and keep the meeting minutes; and make the meeting minutes and all organizational documents available for the inspection of the membership during meetings and at other such reasonable times.  The Recording Secretary keeps and provides the President with lists of all committees and their chairs.  In the absence of the Recording Secretary, a secretary pro tem should be elected from the available members.  The Recording Secretary is responsible for reading the minutes at the start of all meetings.  When the minutes are approved, he signs the minutes, marking them as approved.  If there are any changes or corrections, the Recording Secretary makes the necessary adjustments, signs them, and marks them as approved with corrections.  The minutes must be published in the Club Newsletter and should be signed by both the Recording Secretary and the President.  The Recording Secretary shall check in, verify and count all proxies at the annual meeting.  At the close of this meeting, he shall take possession of all ballots and proxies and file them in the official Club records.
(d) Corresponding Secretary. The duties of the Corresponding Secretary are varied and important. The Corresponding Secretary is usually the first contact between the organization and inquiries from outside entities or persons. In this respect, the Corresponding Secretary acts as a switchboard operator, hooking up the inquirer with the correct Club officer, committee chair or other Club entity. In addition, the Corresponding Secretary is responsible for conducting or carrying out all official correspondence on behalf of the Club as directed by the President and/or the Board. He shall receive and answer all official letters to the organization and shall keep and maintain a file of all such correspondence. This file shall be made available for the inspection of the membership during meetings and at other such reasonable times. The Corresponding Secretary shall keep an accurate and up-to-date list of all members and their mailing and email addresses as well as their phone and fax numbers as necessary for conducting Club business. The Corresponding Secretary receives the proxies and all necessary ballots for the annual meeting from the Recording Secretary and is responsible for mailing these proxies and ballots to the membership at the appointed time before the annual meeting and election.
(e) Treasurer.  The Treasurer is much like a banker -- holding and keeping track of Club funds deposited with him and paying them out on the orders of the organization signed by the Recording Secretary.  He keeps a bank account for both savings and checking in the name of the Club and promptly pays all bills on behalf of the Club.  The Treasurer should give periodic (at least quarterly) written reports on the financial state of the Club.  These should be published in the Club Newsletter.  Reports usually consist of the beginning balance for a given period, the sources and amounts of income during the period, the purposes or payees and amounts of the disbursements during the period, and the balance on hand.  At the annual meeting, the Treasurer may assist the Recording Secretary in counting and verifying proxies.  His books must be open to inspection by the membership and by the Board at all times during meetings and at other such times as deemed reasonable.  The Treasurer gives a report on the state of the Club’s finances at every general meeting or Board meeting.  The Treasurer should be careful to get a receipt whenever he makes a payment.  He should insist on at least a once yearly audit of the books and receipts.  All receipts should be kept in order to facilitate audits.  Once the auditor or auditing committee has examined the receipts, records and bank statements and has approved them as complete and correct, the Treasurer is relieved from the responsibility of the past.

Section 2.  Board of Directors.

Section 3.  Executive Committee.

Section 4.  Election of Officers and Terms of Office.

(a) Nominating Committee.  Not less than six (6) months before an election, the President shall appoint a Nominations Committee Chairman.  This Chairman shall, in turn, appoint a committee which shall consist of no fewer than three (3) members in good standing.  Only one member of the Nominating Committee may be a member of the Board of Directors.  The Nominating Committee shall procure at least one candidate for each available office to be filled.  The Committee shall first contact each incumbent officer to ascertain whether that officer would like to run for reelection to his current position or for election to another office.  If the incumbent expresses a willingness to run for reelection (or for election to another office), he shall submit a written notification of such consent to the Nominating Committee.  If the incumbent does not wish to run, he need only verbally decline.  In this case, the Nominating Committee shall be responsible for securing at least one qualified nominee for the available position(s).  Each candidate shall be contacted and advised that he has been nominated to run for office.  The candidate must be fully apprised of the duties of such office and of his responsibilities should he decide to run for and hold (if elected) the office.  All candidates are required to submit a written notice to the Nominating Committee of their intention to run for office, and to hold such office should they be elected.  Nominations close sixty (60) days before the annual meeting at which the election will occur.
    When the Nominating Committee acquires the written consent of all candidates, the Chairman shall compile a complete slate of candidates and the offices for which they are running.   He shall submit the complete slate to the Newsletter editor for publishing in the next available Newsletter.  Candidates may, at their own discretion, submit “job qualifications” to the Newsletter in order to allow the membership to become acquainted with them and with their individual abilities, skills and desire to do a good job.  The complete slate must be published in the Newsletter NO LATER THAN thirty (30) days before the election.
(b) Who May Nominate.  Any member who is in good standing at least ninety (90) days before an election may submit a nomination or nominations for any available office.  A member who desires to serve the Club and who feels confident that he is up to the task may, himself, contact the Nominating Committee before the close of nominations and indicate his willingness to run for (and hold) office.  Such a member must be in good standing at least ninety (90) days before the election.  He must also submit written notification of his intention to run for and hold office in the manner described above.
(c) Single Slates And Open Nominations.  A single slate -- that is, only one fully qualified nominee for each office, is allowed by these Bylaws.  Open nominations are also acceptable; even desirable.  The Nominating Committee may, at their discretion, place an open call for nominations or for candidates in the March, April and May Club Newsletters to assist them in their task of finding qualified candidates for office.
(d) Election Committee.  Before the beginning of the annual meeting at which elections will occur, the President shall appoint tellers who shall be responsible for tabulating all the ballots, both absentee and in person, for the election.  The tellers or election committee shall consist of not less than three (3) members.  At the appointed time, the tellers shall count the ballots and shall then announce the final tally to the Chair.  Toward the close of the meeting, the Chair shall announce the election results to the members present, announcing the individual candidates and the final number of votes accrued by each one.  It is the responsibility of the Chair to then declare the winners duly elected.  It shall be the final duty of the election committee to prepare a brief report for publication in the Club Newsletter immediately following the annual meeting at which the election took place.  This report must account for all ballots cast, both legal and illegal, for each candidate and office.  The report must also give the number of votes necessary to elect along with the actual number received by each candidate.  A copy of this report, along with all ballots and other election material is given to the Recording Secretary for entry into the Club’s official records.
(e) Absentee Ballots.  Every member whose type of membership awards voting privileges and who is in good standing at least ninety (90) days before an election is entitled to vote for Club officers at the annual meeting.  It shall be the responsibility of the Corresponding Secretary to mail absentee ballots, together with any proxy forms to be used in conducting other Club business, to each eligible member of the Club.  An eligible member is one who is entitled to vote and who is in good standing at least ninety (90) days before the elections.  He shall mail such ballots not less than thirty (30) days nor more than sixty (60) days before the annual meeting at which the elections and other business will occur.  Absentee ballots shall contain the names of all candidates and the offices for which they are running.  Each absentee ballot must be placed into a plain white envelope which is then placed into another envelope that has the member’s name printed or typed clearly on it in the lower left-hand corner of the front of the envelope.  All ballots must be returned to the Corresponding Secretary within a specified time.  When the ballots are received by the Corresponding Secretary, he shall check each ballot in by comparing the name(s) on the outer envelope against a list of all eligible voters.  The Corresponding Secretary shall then deliver the list of names of all eligible members who have submitted ballots together with all the sealed blank inner envelopes containing the ballots to the tellers or election committee for tabulation. No member shall be allowed to vote twice and secrecy must be preserved at all times.
(f) Vote Necessary To Elect.  Election of Club officers is strictly by majority secret ballot vote and the candidate receiving the majority of the legal votes cast for a given office is elected.  In the event of a tie vote or where no candidate receives a majority vote, the requirement for a majority vote may NOT be waived.  In such a case, the assembly may adopt motions to enable it to complete the election in a timely manner, as stated in the parliamentary authority.  If subsequent voting is necessary in order to complete the election, it shall be by secret ballot poll of the members present at the annual meeting.

ARTICLE IV -- COMMITTEES

• Public Education Coordinator.  The Public Education Coordinator (PEC) shall have his name and address published in any ads placed by this organization.  He may be the first contact between the Club and any potential new members.  He maintains and distributes educational material to any interested parties and is available to answer questions about the organization and the breed.  He refers all potential new members to the Membership Chair.  The PEC will also be responsible for keeping the membership apprised of any anti-dog or other similar legislation that may affect the White Shepherd.  He is the Club’s official delegate to the AKC.  The Public Education Coordinator is an ex officio member of the Breed Education Council and the Judges’ Education Council.
• Breed Education Council.  The Breed Education Council operates in conjunction with the PEC and is responsible for developing and maintaining educational and instructional materials about the breed, especially the breed information packet distributed by the PEC and the Membership Chair.  Such materials are to be used with and distributed to the general public, as well as to AWSA members and/or unaffiliated breeders of the White Shepherd.  The Breed Education Council functions as much for the Club’s membership as it does for the public.  It supplies articles of interest to the Newsletter and may set up programs or schedule speakers at meetings.  It is responsible for developing and keeping current the “welcome packet” sent to all new members by the Membership Chair.  It may set up information booths on the breed at pet fairs as desired.  It may also sponsor seminars about the breed or on matters of general interest to the membership.
• Judges’ Education Council.  The Judges’ Education Council is responsible for distributing educational materials developed by the Breed Education Council to AKC, CKC or other judges wishing to be eligible to judge the White Shepherd breed.  It shall maintain the breed Standard and the illustrated standard as well as any other materials and provide them to judges as necessary.  It may sponsor seminars on the breed and the breed Standard and/or judges’ workshops as necessary.
• Membership Chair.  The Membership Chair maintains the Club’s membership and mailing lists and keeps track of all changes in members’ names, addresses, phone numbers and membership class.  He publishes a list of any and all such changes in each Newsletter.  The Membership Chair also keeps AWSA’s official membership application form and distributes same to potential new members, performing his duties as described in these Bylaws.  In addition to these duties, he distributes the Club’s official new member “welcome packet” to all new Club members.
• Health and Genetics Chair.  The Health and Genetics Chair is responsible for cataloging and tracking all known illnesses and genetically inheritable diseases that affect the White Shepherd breed.  He shall keep the membership abreast of all recent developments in the diagnosis and treatment of these diseases, as well as other subjects pertaining to the general health of the breed.  He shall give a report at least once annually, via the Newsletter.  He is also responsible for tracking and recording all certificates and/or official clearances of disease from organizations such as (but not limited to) OFA or PennHIP, OVC. and CERF.  He shall submit a list of all dogs’ names and clearance numbers to the Newsletter at regular intervals.
• Registrar.  The Registrar shall assign registration numbers for and keep accurate records of all White Shepherds registered through The American White Shepherd Association, including individual registrations, litter applications and litter registrations.  Whosoever takes on the position of Registrar is required to own a 386 or better IBM-compatible computer and have the ability to maintain a very large data base.  He should also have access to a program that will generate pedigree forms and/or certificates.  The Club will provide the necessary pedigree program but will not provide or help finance the database software.
• Bylaws Committee.  This committee shall consist of three ordinary members in good standing who shall be elected by the membership.  The Recording Secretary shall also serve on this committee as an ex officio member.  This committee shall be responsible for reviewing all potential amendments and/or revisions to these Bylaws and reporting their recommendations to the membership at large.  The President shall convene the Bylaws Committee as necessary.
• Disciplinary Board.  This body shall consist of five ordinary members in good standing who are not members of the Board of Directors.  In essence, this is a “jury of one’s peers”.  The five members of this board shall represent different areas of the country and shall be elected by a majority vote of the entire membership.  In the event that a member(s) of this committee shall be elected to serve on the Board of Directors, the membership shall immediately choose and elect a replacement(s).  This board is invoked by order of the Executive Committee and shall answer to and report all findings to such committee as described in Article XI.  In the event that it becomes necessary to invoke the powers of this body, its ultimate decision is considered final.
• Newsletter Editor.  Publishes the Club’s official monthly Newsletter.
• Historian.  The Historian shall keep an accurate history of the Club from its inception.  He shall be responsible for documenting and publishing important breed developments to the membership through the Newsletter as they occur or at least once annually.
• Conformation Chair.  The Conformation Chair grants member clubs the right to reserve show dates in order to hold AWSA-sanctioned conformation specialties or boosters.  He publishes a list of upcoming events together with all pertinent information as available in the Club Newsletter.  He collects all fees, judges’ books and all other show records and officially records the results of all shows held.  He records all specialty points earned by each dog and signs, records and distributes Championship Certificates to all dogs as they finish the requirements for their AWSA show championships.  The Conformation Chair shall forward all fees collected to the Treasurer and shall provide an annual written report on all dogs completing their titles to the Newsletter.
• Obedience Tabulator.  The Obedience Tabulator tracks and records all Obedience and Tracking titles earned by members and their dogs throughout the year and publishes written reports in the Newsletter.  The Obedience Tabulator may also keep track of those members and dogs who are actively working in pet-related therapy.
• Performance Events Tabulator.  The Performance Events Tabulator tracks and records all other performance-related titles (e.g., Herding, Agility, Schutzhund, Flyball, etc.) earned by members and their dogs throughout the year and publishes written reports on same in the Newsletter.  The Performance Events Tabulator also keeps track of those members who may be working their dogs in search and rescue or whose dogs may be working as police service dogs or as guide dogs for the blind or hearing impaired.

ARTICLE V -- REGIONS AND REGIONAL VICE-PRESIDENTS

 

North Eastern	Maine	Vermont	New Hampshire	Massachusetts	Connecticut	Rhode Island	New York	Pennsylvania	New Jersey	Delaware
Mid-Atlantic	Michigan	Ohio	Indiana	Kentucky	West Virginia
South Eastern	Maryland	District of Columbia	Virginia	North Carolina	South Carolina	Georgia	Florida
Canada
South Central	Oklahoma	Arkansas	Tennessee	Alabama	Mississippi	Louisiana
North Central	North Dakota	South Dakota	Minnesota	Wisconsin	Iowa	Illinois	Nebraska	Missouri
Midwest	Montana	Idaho	Wyoming	Utah	Colorado	Kansas
North Pacific	Washington	Oregon	California	Nevada	Alaska
South Pacific	Arizona	New Mexico	Texas	Hawaii

ARTICLE VI -- MEETINGS

(a) Written Agenda For The Annual Meeting.  Because voting by proxy is allowed, a written agenda listing all motions, issues and amendments or other changes to these Bylaws MUST be printed in the Club Newsletter.  Since a proxy is assigned to another member who is able to attend the meeting and who may, therefore, discuss all motions; motions listed in the agenda may be reworded after discussion in order to clarify or enhance their meaning or purpose.  However, no motion may be changed, reworded or amended so as to dramatically alter its original meaning, intent or purpose.  The Recording Secretary should compile the agenda and should make two (2) copies thereof.  The Recording Secretary should keep the original copy for the official Club records.  He should then send one copy to the President and the other copy to the Newsletter editor to be printed in the Club Newsletter.  It is the Recording Secretary’s responsibility to see that the agenda is sent to the editor in time to make the issue deadline, as the agenda is to be published in the Newsletter no later than thirty (30) days before the annual meeting is to take place.  This is to ensure that all members who are eligible to vote but who are unable to attend will be fully apprised of their options on each question, should they wish to vote by proxy.
(b) Consent Agenda.  In order to facilitate and/or shorten business meetings, a consent agenda may be adopted.  A consent agenda is a portion of the printed agenda listing any routine matters or other items of business that are expected to be noncontroversial and on which there are likely to be no questions.  When voting on items on the consent agenda, the Recording Secretary casts one ballot for the membership.  Before the vote is taken, all members present are given a chance to study the items on this agenda and ask any questions that they may have.  Any member has the right to oppose any questionable item of business on this agenda and, in this case, such item would be transferred to the regular agenda for further debate and separate vote.
(c) Special Meetings.  A special meeting may be called in order to transact specific Club business or to settle some pressing matter.  A special meeting may be called by the President, by a majority vote of a quorum of members of the Board  that are present and voting at a regular or special meeting of the Board, or upon receipt by the President of a petition signed by thirty percent (30%) of the members of the Club who are in good standing and who are eligible to vote.  If a special meeting is to be called, the Corresponding Secretary must send written notice of same to all eligible members of the Board and/or the Club, depending on whether the meeting so called is to be a special meeting of the Board or a special general meeting of the Club.  The notice so given must state the items of business to be considered and voted on.  It must be specific and if action, such as a vote is to be taken at the meeting, the notice must state this.  No other business may be transacted or considered but that which was stated in the meeting notice.  Minutes are not read at special meetings, but the minutes taken at special meetings are read and approved at the next regular meeting of the Club.  A copy of the call for the special meeting must be inserted in the minutes of the special meeting.
(d) Failure To Call A Meeting.  If the officer(s) or director(s) who is responsible for calling a regular meeting of the Club or the Board fails to perform his duty and does not call it, a group of members or even a single member may demand that the officer(s) call the meeting.  If such demand is made and the officer(s) still does not call the meeting, a group of members or even a single member may call the meeting and may designate the time and place for the meeting.  When a quorum is confirmed, the meeting may proceed as usual.

Section 1.  Quorum.

Section 2.  Order of Business for Club Meetings.

1.   Call to order
2.   Role call
3.   Reading, correction, and approval of the minutes of previous meeting(s)
4.   Reports of officers
5.   Report of the Executive Committee
6.   Reports of the Board and standing committees
7.   Reports of special committees
8.   Reading of Club correspondence
9.   Business arising out of correspondence
10. Unfinished business
11. New business
12. Election of officers
13. Announcement of elected officers
14. Any special announcements by officers or members
15. Adjournment
16. Any special, planned program or social event or discussions of interest to Club members

    The order of business for a special meeting shall consist only of the call to order, consideration of the items of business stated in the meeting notice and voting on these items, as necessary, and adjournment.

(a) Reading Of The Minutes. The Chair shall direct the Recording Secretary to read the minutes of the previous meeting.  After the minutes have been read, the Chair should ask if there are any corrections to the minutes.  If there are none, the Chair declares the minutes approved as read.  If there are any corrections and if there is a difference of opinion on them, the Chair conducts a vote on the corrections before the minutes are approved.  The reading of the minutes may be postponed to a later time during the meeting or to a subsequent meeting during the annual convention by general consent of the members present at the meeting.  After adjournment, the meeting minutes must be published in the next available Club Newsletter.

Section 3.  Debate.

• Fully debatable -- those motions that may require an unlimited amount of discussion before a vote is taken.
• Not debatable -- those motions that must be voted on immediately, such as the motion to close debate.
• Debatable with restrictions -- motions in this category restrict debate to a brief time only and to specific points.

Section 4.  Informal Consideration.

ARTICLE VII -- VOTING

Section 1.  Methods Of Voting.

(a) Voting By Secret Ballot.  A ballot vote is the only method by which members can vote without indicating their choices to the rest of the members present.  A secret ballot vote is the only way that candidates can be elected to office and the only acceptable method by which these Bylaws can be changed.  Before the vote is taken, the Chair gives explicit instructions to the members and should make sure that all members wishing to vote have a ballot.  A ballot vote may take several forms from very simple to the complex system used for absentee voting.  In all cases however, secrecy is implicit in a ballot vote.  For a simple ballot vote, each member may be given a preprinted ballot or even a slip of paper upon which he writes either yes or no on the stated question.  If he holds proxies, he is entitled to vote once for each proxy held.  A box or other container should be provided and each voter should go to the box to deposit his ballot, rather than have someone come around to collect them.  In elections or in the case of very controversial questions, each candidate may be invited to observe the tellers (from a reasonable distance), as they count the ballots.  If candidates choose to observe the tellers at work, they must remain quiet and may not interfere with the tellers in any way.
    The usual procedure for the election of club officers or for any but the most minor revisions to the Bylaws is to proceed with a formal ballot vote, as described in Article III, Section 4. (e)., “Absentee Ballots.”  It shall be the responsibility of the Corresponding Secretary to mail the ballots, together with clear instructions for their disposition, to each eligible member of the Club.  An eligible member is one who is entitled to vote and who is in good standing at least ninety (90) days before the elections.  He shall mail such ballots not less than thirty (30) days nor more than sixty (60) days before the annual meeting at which the elections and other business will occur.  The ballots shall contain the names of all candidates and the offices for which they are running, or the clearly worded, complete question that is to be voted on.  Each ballot packet must contain the ballot itself, together with a plain white envelope and a larger, pre-addressed mailing envelope.  The marked ballot must be sealed into the plain white envelope which, itself, is then placed into the pre-addressed mailing envelope.  This outer envelope must have the member’s name printed or typed clearly on it in the lower left-hand corner of the front of the envelope.  All ballots must be returned to the Corresponding Secretary within a specified time.  In the case of family members or where several individual members are living together at the same address, each member must be sent his own ballot packet.  When the ballots are received by the Corresponding Secretary, he shall check each ballot in by comparing the name on the outer envelope against a list of all eligible voters.  The Corresponding Secretary shall then deliver the list of names of all eligible members who have submitted ballots together with all the sealed blank inner envelopes containing the ballots to the tellers or election committee for tabulation. No member shall be allowed to vote twice and secrecy must be preserved at all times.
(b) Voting By General Consent.  Also called “unanimous consent”, this form of voting facilitates business and saves time in deciding routine or noncontroversial questions.  For example, if a motion is made to dispense with the reading of a printed report, the Chair shall say, “It is moved and seconded that we dispense with the reading of the “x” report.  Is there any objection?”  If no member speaks up, the Chair says, “The motion is carried.”  However, if any member objects, a vote must be taken on the motion.  Even if the Chair announces that the motion has passed by general consent, if any member immediately objects, the question has not been carried.  It must be stated and voted on.
(c) Voting By Proxy.  Every eligible member in good standing has the right to a voice in the organization, whether or not he is able to attend the regular meetings.  Therefore, voting by proxy is allowed by these Bylaws.  The term “proxy” refers to both the actual statement authorizing a certain member to cast a vote on behalf of the member who signs it, and to the actual member who casts the vote.  The proxy holder is entitled to cast one vote for each proxy held.  The procedure for distribution of  the proxies to members is described in Article VI, (a)., Written Agenda For The Annual Meeting.  Members of the Board of Directors or  committee members may NOT vote by proxy at their meetings.  They must vote in person.
(d) Changing A Vote.  When a vote is taken by voice, by show of hands, by rising, or by roll call, members are entitled to change their votes up until the result is announced.  When a vote is taken by roll call, a member may change his vote after the result is announced only if he can prove that an error has occurred in recording it.  When a vote is taken by ballot, a member may not legally change it after it is placed in the ballot box.
(e) Straw Votes.  The practice of taking an informal vote, or straw vote in meetings for the purpose of determining whether or not a motion will carry is not in order.  According to the rules of parliamentary law and the parliamentary authority: “No body, board, or committee can, during its meeting, properly take a vote that is not binding.  If an assembly wishes to vote to recess to determine the probable vote of the members, it may do so; but under the law all votes taken during a meeting are binding.”

Section 2.  Votes Required For Valid Actions.

(a) Vote Of The President. No officer relinquishes any of the basic rights of membership by accepting an office or other position except that the presiding officer cannot propose motions or nominate candidates. The Chair usually does not vote on Club matters in order to preserve his impartiality and objectivity.  No member can be required to vote.  In the case of a tie vote, the Chair can cast a vote with either side to break the tie, provided he has not already voted.  Or he may choose not to vote, thereby allowing a tie to stand and therefore, failing the motion.  When the vote is by ballot, the Chair votes the same as any other member except that he may never vote a second time in order to break a tie.
(b) Computation Of A Two-thirds Vote. An easy way to compute a two-thirds vote is to double the negative vote.  The resulting number is the affirmative vote required for successful adoption.
(c) Separate Questions Voted On At The Same Time. When more than one question or candidate for office is being voted on at the same time, as on a written ballot, the majority of the legal votes cast for each particular question or candidate is required to elect.
(d) When A Member May Not Vote.  Under certain conditions, a given  member has no right to vote.  As a general principle under common parliamentary law, any member having a direct personal or financial interest in a certain matter should not vote on it.  There are some exceptions to this rule.  For example, if a proposal is put forth to award a contract to a certain member of the organization, that member may not legally vote on it.  However, a member may vote on a question involving the whole of the organization when other members are equally affected by the vote, even if the member in question stands to gain a direct personal interest.

Section 3.  Procedure Required For Members To Call A Question To Vote By Mail.

ARTICLE VIII -- PARLIAMENTARY AUTHORITY

ARTICLE IX -- AMENDMENTS TO THE BYLAWS

Section 1.  Complete Revision Of The Bylaws.

(a) Adoption Of The Revision.  Before the meeting begins, the President shall appoint tellers who shall be responsible for verifying and counting all ballots received.  As soon as the tellers have been appointed, the Corresponding Secretary shall turn over all ballots, still in their unmarked white envelopes, together with the list of members from whom ballots have been received, to the tellers.  At the appointed time during the annual meeting, the President shall call on the chairman or other member of the Bylaws Committee who shall read aloud each proposed amendment as it is stated in the printed notice or agenda.  After the revision has been presented to the members present, the President shall call for and conduct the vote.  Such vote MUST be by secret ballot as described above.  The tellers, aided by the Recording and/or Corresponding Secretaries, shall verify that all members present who have NOT submitted a ballot by mail and who wish to vote on the revision, have an official ballot.  They shall also verify that no member votes twice.  Voting shall commence using the procedures described in Article VII.  When the final count is announced, the President shall determine whether the necessary two-thirds affirmative vote has been received and shall announce the results of the vote accordingly.

Section 2.  Amendments To The Constitution.

ARTICLE X -- DISSOLUTION OF THE CLUB

ARTICLE XI -- DISCIPLINE